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☒
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Canada
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98-0154711
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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4221 West Boy Scout Boulevard
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Suite 400
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Tampa,
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Florida
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33607
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United States
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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COMMON SHARES WITHOUT NOMINAL
OR PAR VALUE |
COT
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New York Stock Exchange
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BCB
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Toronto Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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•
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failure to implement our business plan for the combined business;
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•
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unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;
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•
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possible inconsistencies in standards, controls, procedures and policies, and compensation structures between acquired structures and our structure;
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•
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failure to retain key customers and suppliers;
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•
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unanticipated changes in applicable laws and regulations;
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•
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failure to retain key employees;
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•
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additional exposure to risks of new markets and geographies;
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•
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inherent operating risks; and
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•
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other unanticipated issues, expenses and liabilities.
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•
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requiring a substantial portion of our cash flow from operations to make interest payments on this indebtedness;
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•
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making it more difficult to satisfy debt service and other obligations;
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•
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increasing the risk of a future credit ratings downgrade of our indebtedness, which would increase future debt costs;
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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reducing the cash flow available or limiting our ability to borrow additional funds for share repurchases, to pay dividends, to fund capital expenditures and other corporate purposes and to grow our business;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and
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•
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placing us at a competitive disadvantage to our competitors that may not be as highly leveraged as we are.
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•
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incur additional indebtedness;
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•
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make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);
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•
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make investments;
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•
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create liens;
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•
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sell assets;
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•
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enter into agreements restricting our subsidiaries’ ability to pay dividends, make loans or transfer assets to us;
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•
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engage in transactions with affiliates; and
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•
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consolidate, merge or sell all or substantially all of our assets.
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•
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a reduction in consumer spending, which could result in a reduction in our sales volume;
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•
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a negative impact on the ability of our customers to timely pay their obligations to us or our vendors to timely supply materials, thus reducing our cash flow;
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•
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an increase in counterparty risk;
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•
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an increased likelihood that one or more members of our banking syndicate may be unable to honor its commitments under our ABL facility; and
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•
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restricted access to capital markets that may limit our ability to take advantage of business opportunities.
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•
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our competitors may independently develop intellectual property that is similar to or better than ours;
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•
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employees, consultants or customers may not abide by their contractual agreements and the cost of enforcing those agreements may be prohibitive, or those agreements may prove to be unenforceable or more limited than anticipated;
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•
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foreign intellectual property laws may not adequately protect our intellectual property rights; and
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•
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our intellectual property rights may be successfully challenged, invalidated or circumvented.
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•
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any requirement to restate financial results in the event of inappropriate application of accounting principles or otherwise;
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•
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any event that could damage our reputation;
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•
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failure to properly manage credit risk from customers;
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•
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failure of our processes to prevent and detect unethical conduct of employees;
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•
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any significant failure of internal controls over financial reporting;
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•
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failure of our prevention and control systems related to employee compliance with internal policies and regulatory requirements;
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•
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failure of corporate governance policies and procedures; and
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•
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credit ratings changes.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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Office
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Age
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Thomas Harrington
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Chief Executive Officer
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62
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Jerry Fowden
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Executive Chairman of the Board
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63
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Jay Wells
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Chief Financial and Administrative Officer
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57
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Ron Hinson
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Chief Executive Officer - S&D Business Unit
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64
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Marni Morgan Poe
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Chief Legal Officer and Secretary
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50
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William "Jamie" Jamieson
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Global Chief Information Officer
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47
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Jason Ausher
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Chief Accounting Officer
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46
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Steven Kitching
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Executive Chair - Route Based Services
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57
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•
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Thomas Harrington was appointed as Cott’s Chief Executive Officer effective as of the beginning of fiscal 2019. Prior to his appointment, Mr. Harrington served as the Chief Executive Officer of Cott’s DS Services business unit since Cott’s acquisition of DS Services in December 2014 and was appointed President Route Based Services in July 2016. Prior to the acquisition, Mr. Harrington served in various roles with DS Services from 2004 to 2014, including Chief Executive Officer, President, Chief Operating Officer, West Division President, and Senior Vice President, Central Division. Prior to joining DS Services, Mr. Harrington served in various roles with Coca-Cola Enterprises, Inc. including Vice President and General Manager of Coca-Cola Enterprises New York and Chicago divisions. He also served in various sales and marketing roles with Pepperidge Farm from 1979 to 1985. Mr. Harrington previously served as a member of the board of directors of the National Automatic Merchandising Association, the International Bottled Water Association and the Water Quality Association. He has served on Cott’s Board since the beginning of fiscal 2019.
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•
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Jerry Fowden was Cott’s Chief Executive Officer from 2009 until the end of 2018, at which point he became Cott’s Executive Chairman. Prior to his service as Cott’s Chief Executive Officer, he served as President of Cott’s international operating segment, Interim President North America and Interim President of Cott’s UK and European business from 2007 to 2009. Prior to joining Cott, Mr. Fowden served as Chief Executive Officer of Trader Media Group (now known as Autotrader plc) and was a member of the Guardian Media Group plc’s board of directors from 2005 to 2007. Prior to this time, Mr. Fowden served in a variety of roles at multiple companies, including global Chief Operating Officer of AB InBev S.A. Belgium, an alcoholic beverage company, Chief Executive Officer of Bass Brewers Ltd., a subsidiary of AB InBev S.A. Belgium, Managing Director of the Rank Group plc’s Hospitality and Holiday Division and member of the Rank Group plc’s board of directors, Chief Executive Officer of Hero AG’s European beverage operations and various roles within PepsiCo Inc.’s beverage operations and Mars, Incorporated’s pet food operations. Mr. Fowden currently serves on the board of directors of Constellation Brands Inc., a premium alcoholic beverage company, and is a member of its Corporate Governance Committee and Chair of its Human Resources Committee. Mr. Fowden also serves on the board of directors of British American Tobacco p.l.c., a leading consumer goods company, and is a member of its Audit Committee and its Nomination Committee. Mr. Fowden previously served as a member of the board of directors of the American Beverage Association and the British Soft Drinks Association. He has served on Cott’s Board since 2009.
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•
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Jay Wells was appointed Chief Financial Officer in 2012 and was appointed Chief Financial and Administrative Officer on October 1, 2018. Prior to joining Cott, Mr. Wells held various senior finance positions with Molson Coors from 2005 to 2012, including Chief Financial Officer of Molson Coors Canada, a subsidiary of Molson Coors Brewing Company, and Global Vice President, Treasury, Tax, and Strategic Finance of Molson Coors Brewing Company. From 1990 to 2005, Mr. Wells held several positions within Deloitte and Touche LLP, including partner.
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•
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Ron Hinson has been Chief Executive Officer of S&D Coffee and Tea since 2000, and he continued in that role after the closing of the acquisition of S&D. Prior to the acquisition, Mr. Hinson served in various roles with S&D over a 40 year period, beginning his career in the sales organization and working his way up to Chief Executive Officer in 2000 and Chairman of the Board of Directors of S&D in 2010. Mr. Hinson currently serves on the board of directors of the National Coffee Association and the Tea Association.
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•
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Marni Morgan Poe has served as Cott’s Chief Legal Officer and Secretary since 2010. Prior to her appointment, Ms. Poe served as Cott’s Corporate Counsel from 2008 to 2010. Prior to joining Cott, Ms. Poe was a partner at the law firm of Holland & Knight LLP from 2000 to 2006 and an associate of the law firm from 1995 to 2000.
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•
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William “Jamie” Jamieson was appointed Global Chief Information Officer in April 2019. Prior to joining Cott, Mr. Jamieson served as senior vice president and chief information officer for GNC from 2015 to 2019, overseeing enterprise technology teams and platforms. From 2000 to 2015, he held various senior roles leading information technology service delivery for Charming Charlie and Chico’s FAS, Inc., both fashion retailers.
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•
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Jason Ausher was appointed Chief Accounting Officer in May 2015. Prior to his appointment, from 2011 to 2015, Mr. Ausher served as Cott’s VP Treasurer, Corporate Development. From 2010 to 2011, Mr. Ausher served as Cott’s Corporate Controller, and from 2008 to 2010, he held the position of Controller for Cott’s U.S. Business Unit. From 2003 to 2008, Mr. Ausher held numerous positions with Walter Industries, Inc. and Mueller Water Products Inc. (a water infrastructure business and spin-off of Walter Industries, Inc.), including the position of Vice President of Finance. Prior to this, from 1996 to 2002, Mr. Ausher was with PricewaterhouseCoopers LLP.
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•
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Steven Kitching was appointed Executive Chair for Route Based Services effective December 30, 2018. From 2008 to 2018, Mr. Kitching has served in various roles with Cott, including Executive Chairman of Aimia Foods/Decantae Mineral Water, President of Cott’s North America Business Unit and President of Cott’s United Kingdom/Europe Business Unit. From 2005 to 2008, Mr. Kitching held several positions with InBev UK, including Managing Director-On Trade Sales and Managing Director-Commercial and Field Operations. Prior to that, Mr. Kitching held several positions with Interbrew and Whitbread Beer Company from 1986 to 2005, including General Manager Netherlands of Interbrew from 2004 to 2005.
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREOWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Company / Market / Peer Group
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1/3/2015
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1/2/2016
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12/31/2016
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12/30/2017
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12/29/2018
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12/28/2019
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||||||||||||
Cott Corporation
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$
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100.00
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$
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189.87
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|
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$
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192.72
|
|
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$
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270.51
|
|
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$
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244.40
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|
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$
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235.33
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S&P / TSX Composite
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$
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100.00
|
|
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$
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90.84
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|
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$
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109.99
|
|
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$
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119.98
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|
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$
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108.49
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|
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$
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135.03
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Peer Group
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$
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100.00
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$
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138.63
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$
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163.80
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$
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201.11
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$
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216.03
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$
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282.07
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New Peer Group
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$
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100.00
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$
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123.50
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$
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125.02
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$
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146.28
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|
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$
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151.78
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|
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$
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202.79
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Total
Number of
Common Shares
Purchased
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Average Price
Paid per
Common Share
|
|
Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
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Maximum Approximate
Dollar Value of
Common Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
|||
December 30, 2018 - January 31, 2019
|
5,307
|
|
|
$
|
14.74
|
|
|
N/A
|
|
N/A
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February 1 - February 28, 2019
|
195,002
|
|
|
$
|
15.50
|
|
|
N/A
|
|
N/A
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April 1 - April 30, 2019
|
3,252
|
|
|
$
|
14.78
|
|
|
N/A
|
|
N/A
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May 1 - May 31, 2019
|
580
|
|
|
$
|
13.63
|
|
|
N/A
|
|
N/A
|
June 30 - July 31, 2019
|
352
|
|
|
$
|
13.35
|
|
|
N/A
|
|
N/A
|
August 1 - August 31, 2019
|
3,603
|
|
|
$
|
12.67
|
|
|
N/A
|
|
N/A
|
September 1 - September 30, 2019
|
228
|
|
|
$
|
13.13
|
|
|
N/A
|
|
N/A
|
December 1 - December 28, 2019
|
55,160
|
|
|
$
|
13.74
|
|
|
N/A
|
|
N/A
|
Total
|
263,484
|
|
|
|
|
|
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016 1
|
|
January 2, 2016
|
||||||||||
(in millions of U.S. dollars, except per share amounts)
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|||||
Revenue, net
|
$
|
2,394.5
|
|
|
$
|
2,372.9
|
|
|
$
|
2,269.7
|
|
|
$
|
1,623.2
|
|
|
$
|
1,187.3
|
|
Net (loss) income from continuing operations
|
(0.1
|
)
|
|
28.9
|
|
|
(3.6
|
)
|
|
$
|
(60.3
|
)
|
|
$
|
15.7
|
|
|||
Net income (loss) from discontinued operations, net of income taxes
|
3.0
|
|
|
354.6
|
|
|
10.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
4.9
|
|
|||
Net income (loss)
|
2.9
|
|
|
383.5
|
|
|
7.1
|
|
|
$
|
(71.5
|
)
|
|
$
|
20.6
|
|
|||
Net income (loss) attributable to Cott Corporation
|
2.9
|
|
|
382.9
|
|
|
(1.4
|
)
|
|
$
|
(77.8
|
)
|
|
$
|
(3.4
|
)
|
|||
Net income (loss) per common share attributable to Cott Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.02
|
)
|
Discontinued operations
|
0.02
|
|
|
2.54
|
|
|
0.02
|
|
|
(0.14
|
)
|
|
(0.01
|
)
|
|||||
Net income (loss)
|
0.02
|
|
|
2.75
|
|
|
(0.01
|
)
|
|
(0.61
|
)
|
|
(0.03
|
)
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.02
|
)
|
Discontinued operations
|
0.02
|
|
|
2.50
|
|
|
0.02
|
|
|
(0.14
|
)
|
|
(0.01
|
)
|
|||||
Net income (loss)
|
0.02
|
|
|
2.71
|
|
|
(0.01
|
)
|
|
(0.61
|
)
|
|
(0.03
|
)
|
|||||
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,390.9
|
|
|
$
|
3,175.5
|
|
|
$
|
4,093.1
|
|
|
$
|
3,939.7
|
|
|
$
|
2,887.3
|
|
Short-term borrowings required to be repaid or extinguished from divestiture 2
|
—
|
|
|
—
|
|
|
220.3
|
|
|
207.0
|
|
|
122.0
|
|
|||||
Debt required to be repaid or extinguished from divestiture 3
|
—
|
|
|
—
|
|
|
519.0
|
|
|
1,135.4
|
|
|
1,133.6
|
|
|||||
Long-term debt, net of current maturities
|
1,260.2
|
|
|
1,250.2
|
|
|
1,542.6
|
|
|
851.4
|
|
|
390.1
|
|
|||||
Dividends declared per common share
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
1
|
In 2016, we completed the acquisitions of S&D, Eden, and Aquaterra for a combined $973.9 million, financed by a combination of cash on hand, incremental borrowings under our ABL facility of $270.0 million, proceeds from the issuance of €450.0 million (U.S. $499.3 million at the exchange rate in effect on December 28, 2019) of 5.500% senior notes due July 1, 2024 (the “2024 Notes”), and net proceeds from the issuance of common shares in June 2016 having an aggregate value of $219.8 million.
|
2
|
The obligations under the ABL facility were required to be repaid in full at the closing of the sale of the Traditional Business. Accordingly, the ABL facility is presented as “Short-term borrowings required to be repaid or extinguished as part of divestiture.”
|
3
|
All senior notes issued by Cott Beverages Inc., which was sold as part of the Traditional Business, were classified as “Debt required to be repaid or extinguished as part of divestiture” in prior periods.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Net revenue increased $21.6 million, or 0.9%, in 2019 compared to the prior year 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 unfavorable impact of 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 $1,227.8 million from $1,175.6 million in the prior year 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 increased to 51.3% in 2019 compared to 49.5% in the prior year;
|
•
|
Selling, general and administrative (“SG&A”) expenses increased to $1,113.0 million in 2019 compared to $1,092.1 million in the prior year due primarily to the addition of the Mountain Valley and Crystal Rock businesses and an increase of incentive 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 lower 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 share-based compensation costs in the All Other category, as well as the favorable impact of foreign exchange rates and a decrease in amortization expense within our Route Based Services reporting segment. As a percentage of net revenue, SG&A expenses were 46.5% in 2019 compared to 46.0% in the prior year;
|
•
|
Loss on disposal of property, plant and equipment, net was primarily related to the disposal of $7.5 million of equipment that was either replaced or no longer being used in our reporting segments;
|
•
|
Acquisition and integration expenses increased to $16.9 million in 2019 compared to $15.3 million in the prior year due primarily to the increase in integration costs within our existing businesses;
|
•
|
Other expense, net was $2.8 million in 2019 compared to other income, net of $42.9 million in the prior year due primarily to the loss recognized on the sale of our Cott Beverages LLC business and an increase of net losses on foreign currency transactions, partially offset by gains recognized on the redemption of 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;
|
•
|
Income tax expense was $9.5 million on pre-tax income from continuing operations of $9.4 million in 2019 compared to income tax benefit of $4.8 million on pre-tax income from continuing operations of $24.1 million in the prior year due primarily to increased income incurred in taxable jurisdictions in 2019 and a Canadian valuation allowance release and releases of various uncertain tax positions in 2018;
|
•
|
Adjusted EBITDA increased to $328.7 million in 2019 compared to $306.8 million in the prior year due to the items listed above; and
|
•
|
Cash flows provided by operating activities from continuing operations was $250.0 million in 2019 compared to $244.3 million in the prior year. The $5.7 million increase was due primarily to the change in working capital balances relative to the prior year period, partially offset by the decrease in net income from continuing operations.
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(in millions of U.S. dollars)
|
|
|
Percentage of Revenue
|
|
|
|
Percentage of Revenue
|
|
|
|
Percentage of Revenue
|
|||||||||
Revenue, net
|
$
|
2,394.5
|
|
|
100.0
|
%
|
|
$
|
2,372.9
|
|
|
100.0
|
%
|
|
$
|
2,269.7
|
|
|
100.0
|
%
|
Cost of sales
|
1,166.7
|
|
|
48.7
|
%
|
|
1,197.3
|
|
|
50.5
|
%
|
|
1,142.0
|
|
|
50.3
|
%
|
|||
Gross profit
|
1,227.8
|
|
|
51.3
|
%
|
|
1,175.6
|
|
|
49.5
|
%
|
|
1,127.7
|
|
|
49.7
|
%
|
|||
Selling, general and administrative expenses
|
1,113.0
|
|
|
46.5
|
%
|
|
1,092.1
|
|
|
46.0
|
%
|
|
1,043.2
|
|
|
46.0
|
%
|
|||
Loss on disposal of property, plant and equipment, net
|
7.5
|
|
|
0.3
|
%
|
|
9.4
|
|
|
0.4
|
%
|
|
10.2
|
|
|
0.4
|
%
|
|||
Acquisition and integration expenses
|
16.9
|
|
|
0.7
|
%
|
|
15.3
|
|
|
0.6
|
%
|
|
30.4
|
|
|
1.3
|
%
|
|||
Operating income
|
90.4
|
|
|
3.8
|
%
|
|
58.8
|
|
|
2.5
|
%
|
|
43.9
|
|
|
1.9
|
%
|
|||
Other expense (income), net
|
2.8
|
|
|
0.1
|
%
|
|
(42.9
|
)
|
|
(1.8
|
)%
|
|
(8.0
|
)
|
|
(0.4
|
)%
|
|||
Interest expense, net
|
78.2
|
|
|
3.3
|
%
|
|
77.6
|
|
|
3.3
|
%
|
|
85.5
|
|
|
3.8
|
%
|
|||
Income (loss) from continuing operations before income taxes
|
9.4
|
|
|
0.4
|
%
|
|
24.1
|
|
|
1.0
|
%
|
|
(33.6
|
)
|
|
(1.5
|
)%
|
|||
Income tax expense (benefit)
|
9.5
|
|
|
0.4
|
%
|
|
(4.8
|
)
|
|
(0.2
|
)%
|
|
(30.0
|
)
|
|
(1.3
|
)%
|
|||
Net (loss) income from continuing operations
|
(0.1
|
)
|
|
—
|
%
|
|
28.9
|
|
|
1.2
|
%
|
|
(3.6
|
)
|
|
(0.2
|
)%
|
|||
Net income from discontinued operations, net of income taxes (Note 3)
|
3.0
|
|
|
0.1
|
%
|
|
354.6
|
|
|
14.9
|
%
|
|
10.7
|
|
|
0.5
|
%
|
|||
Net income
|
2.9
|
|
|
0.1
|
%
|
|
383.5
|
|
|
16.2
|
%
|
|
7.1
|
|
|
0.3
|
%
|
|||
Less: Net income attributable to non-controlling interests - discontinued operations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
0.6
|
|
|
—
|
%
|
|
$
|
8.5
|
|
|
0.4
|
%
|
Net income (loss) attributable to Cott Corporation
|
$
|
2.9
|
|
|
0.1
|
%
|
|
$
|
382.9
|
|
|
16.1
|
%
|
|
$
|
(1.4
|
)
|
|
(0.1
|
)%
|
Depreciation & amortization
|
$
|
192.8
|
|
|
8.1
|
%
|
|
$
|
194.6
|
|
|
8.2
|
%
|
|
$
|
188.6
|
|
|
8.3
|
%
|
(in millions of U.S. dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue, net
|
|
|
|
|
|
||||||
Route Based Services
|
$
|
1,788.2
|
|
|
$
|
1,710.3
|
|
|
$
|
1,599.6
|
|
Coffee, Tea and Extract Solutions
|
605.0
|
|
|
587.6
|
|
|
602.2
|
|
|||
All Other
|
7.2
|
|
|
80.7
|
|
|
67.9
|
|
|||
Eliminations
|
(5.9
|
)
|
|
(5.7
|
)
|
|
—
|
|
|||
Total
|
$
|
2,394.5
|
|
|
$
|
2,372.9
|
|
|
$
|
2,269.7
|
|
Gross profit
|
|
|
|
|
|
||||||
Route Based Services
|
$
|
1,060.9
|
|
|
$
|
1,011.6
|
|
|
$
|
956.5
|
|
Coffee, Tea and Extract Solutions
|
166.6
|
|
|
152.0
|
|
|
161.4
|
|
|||
All Other
|
0.3
|
|
|
12.0
|
|
|
9.8
|
|
|||
Total
|
$
|
1,227.8
|
|
|
$
|
1,175.6
|
|
|
$
|
1,127.7
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Route Based Services
|
$
|
926.2
|
|
|
$
|
902.3
|
|
|
$
|
848.6
|
|
Coffee, Tea and Extract Solutions
|
150.8
|
|
|
137.1
|
|
|
141.9
|
|
|||
All Other
|
36.0
|
|
|
52.7
|
|
|
52.7
|
|
|||
Total
|
$
|
1,113.0
|
|
|
$
|
1,092.1
|
|
|
$
|
1,043.2
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
Route Based Services
|
$
|
115.8
|
|
|
$
|
89.9
|
|
|
$
|
79.7
|
|
Coffee, Tea and Extract Solutions
|
15.4
|
|
|
16.1
|
|
|
15.9
|
|
|||
All Other
|
(40.8
|
)
|
|
(47.2
|
)
|
|
(51.7
|
)
|
|||
Total
|
$
|
90.4
|
|
|
$
|
58.8
|
|
|
$
|
43.9
|
|
|
For the Year Ended December 28, 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
|
$
|
1,136.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,136.0
|
|
Coffee and tea services
|
184.0
|
|
|
483.6
|
|
|
—
|
|
|
(5.9
|
)
|
|
661.7
|
|
|||||
Retail
|
297.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297.6
|
|
|||||
Other
|
170.6
|
|
|
121.4
|
|
|
7.2
|
|
|
—
|
|
|
299.2
|
|
|||||
Total
|
$
|
1,788.2
|
|
|
$
|
605.0
|
|
|
$
|
7.2
|
|
|
$
|
(5.9
|
)
|
|
$
|
2,394.5
|
|
|
For the Year Ended December 29, 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
|
$
|
1,078.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,078.5
|
|
Coffee and tea services
|
192.8
|
|
|
461.9
|
|
|
—
|
|
|
(5.7
|
)
|
|
649.0
|
|
|||||
Retail
|
286.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286.0
|
|
|||||
Other
|
153.0
|
|
|
125.7
|
|
|
80.7
|
|
|
—
|
|
|
359.4
|
|
|||||
Total
|
$
|
1,710.3
|
|
|
$
|
587.6
|
|
|
$
|
80.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
2,372.9
|
|
|
For the Year Ended December 30, 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
|
$
|
990.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
990.6
|
|
Coffee and tea services
|
186.8
|
|
|
501.7
|
|
|
—
|
|
|
—
|
|
|
688.5
|
|
|||||
Retail
|
282.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282.2
|
|
|||||
Other
|
140.0
|
|
|
100.5
|
|
|
67.9
|
|
|
—
|
|
|
308.4
|
|
|||||
Total
|
$
|
1,599.6
|
|
|
$
|
602.2
|
|
|
$
|
67.9
|
|
|
$
|
—
|
|
|
$
|
2,269.7
|
|
|
For the Year Ended December 28, 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
|
$
|
77.9
|
|
|
$
|
17.4
|
|
|
$
|
(73.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
21.6
|
|
Impact of foreign exchange 1
|
22.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|||||
Change excluding foreign exchange
|
$
|
100.0
|
|
|
$
|
17.4
|
|
|
$
|
(73.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
43.7
|
|
Percentage change in revenue
|
4.6
|
%
|
|
3.0
|
%
|
|
(91.1
|
)%
|
|
3.5
|
%
|
|
0.9
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
5.8
|
%
|
|
3.0
|
%
|
|
(91.1
|
)%
|
|
3.5
|
%
|
|
1.8
|
%
|
1
|
Impact of foreign exchange is the difference between the current year’s revenue translated utilizing the current year’s average foreign exchange rates less the current year’s revenue translated utilizing the prior year’s average foreign exchange rates.
|
|
For the Year Ended December 29, 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
|
$
|
110.7
|
|
|
$
|
(14.6
|
)
|
|
$
|
12.8
|
|
|
$
|
(5.7
|
)
|
|
$
|
103.2
|
|
Impact of foreign exchange 1
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|||||
Change excluding foreign exchange
|
$
|
98.9
|
|
|
$
|
(14.6
|
)
|
|
$
|
12.8
|
|
|
$
|
(5.7
|
)
|
|
$
|
91.4
|
|
Percentage change in revenue
|
6.9
|
%
|
|
(2.4
|
)%
|
|
18.9
|
%
|
|
100.0
|
%
|
|
4.5
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
6.2
|
%
|
|
(2.4
|
)%
|
|
18.9
|
%
|
|
100.0
|
%
|
|
4.0
|
%
|
|||||
Impact of fewer trading days 2
|
$
|
1.5
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
Change excluding foreign exchange and impact of fewer trading days
|
$
|
100.4
|
|
|
$
|
(9.7
|
)
|
|
$
|
12.8
|
|
|
$
|
(5.7
|
)
|
|
$
|
97.8
|
|
Percentage change in revenue excluding foreign exchange and impact of fewer trading days
|
6.3
|
%
|
|
(1.6
|
)%
|
|
18.9
|
%
|
|
100.0
|
%
|
|
4.3
|
%
|
1
|
Impact of foreign exchange is the difference between the current year’s revenue translated utilizing the current year’s average foreign exchange rates less the current year’s revenue translated utilizing the prior year’s 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 year ended December 29, 2018 as compared to the prior year.
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
(in millions of U.S. dollars)
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations
|
$
|
(0.1
|
)
|
|
$
|
28.9
|
|
|
$
|
(3.6
|
)
|
Interest expense, net
|
78.2
|
|
|
77.6
|
|
|
85.5
|
|
|||
Income tax expense (benefit)
|
9.5
|
|
|
(4.8
|
)
|
|
(30.0
|
)
|
|||
Depreciation and amortization
|
192.8
|
|
|
194.6
|
|
|
188.6
|
|
|||
EBITDA
|
$
|
280.4
|
|
|
$
|
296.3
|
|
|
$
|
240.5
|
|
Acquisition and integration costs 1
|
16.9
|
|
|
15.3
|
|
|
30.4
|
|
|||
Share-based compensation costs
|
10.6
|
|
|
18.4
|
|
|
14.0
|
|
|||
Commodity hedging loss (gain), net
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Foreign exchange and other losses (gains), net
|
0.9
|
|
|
(10.7
|
)
|
|
(2.0
|
)
|
|||
Loss on disposal of property, plant and equipment, net
|
7.5
|
|
|
9.4
|
|
|
11.1
|
|
|||
Gain on extinguishment of long-term debt
|
—
|
|
|
(7.1
|
)
|
|
(1.5
|
)
|
|||
Loss (gain) on sale of business
|
6.0
|
|
|
(6.0
|
)
|
|
—
|
|
|||
Cott Beverages LLC 2
|
0.4
|
|
|
(5.2
|
)
|
|
2.8
|
|
|||
Other adjustments, net
|
6.0
|
|
|
(3.9
|
)
|
|
3.4
|
|
|||
Adjusted EBITDA
|
$
|
328.7
|
|
|
$
|
306.8
|
|
|
$
|
298.4
|
|
1
|
Includes an increase of $1.8 million, a reduction of $1.1 million, and an increase of $3.5 million of share-based compensation costs for the years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively, related to awards granted in connection with the acquisitions of our S&D and Eden businesses.
|
2
|
Impact of our operations related to the Cott Beverages LLC business, which was sold on February 8, 2019.
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
(in millions of U.S. dollars)
|
|
|
|
|
|
||||||
Net cash provided by operating activities from continuing operations
|
$
|
250.0
|
|
|
$
|
244.3
|
|
|
$
|
176.0
|
|
Net cash used in investing activities from continuing operations
|
(147.8
|
)
|
|
(282.7
|
)
|
|
(153.6
|
)
|
|||
Net cash (used in) provided by financing activities from continuing operations
|
(66.0
|
)
|
|
(296.6
|
)
|
|
596.5
|
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities from continuing operations
|
(3.2
|
)
|
|
(97.6
|
)
|
|
102.7
|
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
—
|
|
|
1,225.5
|
|
|
(44.7
|
)
|
|||
Net cash used in financing activities from continuing operations
|
—
|
|
|
(769.7
|
)
|
|
(643.4
|
)
|
|||
Effect of exchange rate changes on cash
|
1.7
|
|
|
(10.3
|
)
|
|
6.3
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
34.7
|
|
|
12.9
|
|
|
39.8
|
|
|||
Cash and cash equivalents and restricted cash, beginning of year
|
170.8
|
|
|
157.9
|
|
|
118.1
|
|
|||
Cash and cash equivalents and restricted cash, end of year
|
205.5
|
|
|
170.8
|
|
|
157.9
|
|
|||
Cash and cash equivalents and restricted cash of discontinued operations, end of year
|
—
|
|
|
—
|
|
|
66.0
|
|
|||
Cash and cash equivalents and restricted cash from continuing operations, end of year
|
$
|
205.5
|
|
|
$
|
170.8
|
|
|
$
|
91.9
|
|
|
|
|
Payments due by period
|
||||||||||||||||||||||||
(in millions of U.S. dollars)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
5.500% senior notes due in 2024
|
499.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
499.3
|
|
|
—
|
|
|||||||
5.500% senior notes due in 2025
|
750.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750.0
|
|
|||||||
ABL facility 1
|
92.0
|
|
|
92.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest expense 2
|
384.0
|
|
|
76.7
|
|
|
72.4
|
|
|
68.5
|
|
|
68.6
|
|
|
56.7
|
|
|
41.1
|
|
|||||||
Operating lease obligations
|
275.6
|
|
|
53.9
|
|
|
42.9
|
|
|
32.9
|
|
|
27.7
|
|
|
22.3
|
|
|
95.9
|
|
|||||||
Finance leases 3
|
36.6
|
|
|
7.5
|
|
|
6.4
|
|
|
5.9
|
|
|
5.6
|
|
|
4.8
|
|
|
6.4
|
|
|||||||
Pension obligations
|
17.9
|
|
|
1.6
|
|
|
1.0
|
|
|
1.0
|
|
|
0.9
|
|
|
1.1
|
|
|
12.3
|
|
|||||||
Purchase obligations 4
|
158.6
|
|
|
141.8
|
|
|
15.6
|
|
|
0.8
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
3.2
|
|
|
3.0
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total 5
|
$
|
2,217.2
|
|
|
$
|
376.5
|
|
|
$
|
138.5
|
|
|
$
|
109.1
|
|
|
$
|
103.2
|
|
|
$
|
584.2
|
|
|
$
|
905.7
|
|
1
|
The ABL facility is considered a current liability. As of December 28, 2019, we had $92.0 million of outstanding borrowings under the ABL facility.
|
2
|
Interest expense includes fixed interest on the 2024 Notes, the 2025 Notes, the ABL facility and other long-term liabilities. Actual amounts will differ from estimates provided.
|
3
|
Includes estimated interest payments using a weighted average discount rate of 6.0% as of December 28, 2019.
|
4
|
Purchase obligations consist of commitments for the purchase of inventory, energy transactions, and payments related to professional fees and technology outsourcing agreements. These obligations represent the minimum contractual obligations expected under the normal course of business.
|
5
|
The contractual obligations table excludes the Company’s ASC 740 uncertain tax positions of $17.3 million because the Company cannot make a reliable estimate as to when such amounts will be settled.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
(in millions of U.S. dollars)
|
Principal
|
|
Unamortized Debt Costs
|
|
Net
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Net
|
||||||||||||
5.500% senior notes due in 2024
|
499.3
|
|
|
5.8
|
|
|
493.5
|
|
|
513.1
|
|
|
7.2
|
|
|
505.9
|
|
||||||
5.500% senior notes due in 2025
|
750.0
|
|
|
8.2
|
|
|
741.8
|
|
|
750.0
|
|
|
9.8
|
|
|
740.2
|
|
||||||
ABL facility
|
92.0
|
|
|
—
|
|
|
92.0
|
|
|
81.1
|
|
|
—
|
|
|
81.1
|
|
||||||
Short-term borrowings
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||
Finance leases
|
30.9
|
|
|
—
|
|
|
30.9
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||||
Other debt financing
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Total debt
|
1,374.0
|
|
|
14.0
|
|
|
1,360.0
|
|
|
1,359.2
|
|
|
17.0
|
|
|
1,342.2
|
|
||||||
Less: Short-term borrowings and current debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABL facility
|
92.0
|
|
|
—
|
|
|
92.0
|
|
|
81.1
|
|
|
—
|
|
|
81.1
|
|
||||||
Short-term borrowings
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||
Finance leases - current maturities
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||
Other debt financing
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Total current debt
|
99.8
|
|
|
—
|
|
|
99.8
|
|
|
92.0
|
|
|
—
|
|
|
92.0
|
|
||||||
Total long-term debt
|
$
|
1,274.2
|
|
|
$
|
14.0
|
|
|
$
|
1,260.2
|
|
|
$
|
1,267.2
|
|
|
$
|
17.0
|
|
|
$
|
1,250.2
|
|
|
Credit Ratings
|
||
|
Moody’s Rating
|
|
Standard and Poor’s Rating
|
Corporate credit rating
|
B1
|
|
B
|
2024 Notes
|
B1
|
|
B
|
2025 Notes
|
B1
|
|
B
|
Outlook
|
Stable
|
|
Stable
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Debt Obligations
|
|||||
(in millions of U.S. dollars, except percentage amounts)
|
Outstanding debt
balance
|
|
Weighted average
interest rate
|
|||
Debt maturing in:
|
|
|
|
|||
2020
|
$
|
100.0
|
|
|
3.5
|
%
|
2021
|
5.6
|
|
|
5.9
|
%
|
|
2022
|
5.0
|
|
|
6.3
|
%
|
|
2023
|
4.8
|
|
|
6.3
|
%
|
|
2024
|
503.4
|
|
|
5.5
|
%
|
|
Thereafter
|
755.2
|
|
|
5.5
|
%
|
|
Total
|
$
|
1,374.0
|
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREOWNER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The documents filed as part of this report are as follows:
|
|
|
|
Incorporated by Reference
|
Filed
Herewith
|
|||||||
Exhibit No.
|
Description of Exhibit
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
File No.
|
|
|
2.1
|
|
|
8-K
|
|
2.1
|
|
7/26/2017
|
|
001-31410
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
*
|
|
3.2
|
|
|
8-A
|
|
3.2
|
|
5/4/2018
|
|
001-31410
|
|
|
4.1
|
|
|
8-K
|
|
4.1
|
|
6/30/2016
|
|
001-31410
|
|
|
4.2
|
|
|
8-K
|
|
4.1
|
|
6/30/2016
|
|
001-31410
|
|
|
4.3
|
|
|
10-Q
|
|
4.1
|
|
5/10/2018
|
|
001-31410
|
|
|
4.4
|
|
|
10-Q
|
|
4.1
|
|
8/7/2018
|
|
001-31410
|
|
4.5
|
|
|
10-K
|
|
4.9
|
|
2/27/2019
|
|
001-31410
|
|
|
4.6
|
|
|
10-K
|
|
4.10
|
|
2/27/2019
|
|
001-31410
|
|
|
4.7
|
|
|
10-Q
|
|
4.1
|
|
5/9/2019
|
|
001-31410
|
|
|
4.8
|
|
|
8-K
|
|
4.1
|
|
3/22/2017
|
|
001-31410
|
|
|
4.9
|
|
|
8-K
|
|
4.1
|
|
3/22/2017
|
|
001-31410
|
|
|
4.10
|
|
|
10-Q
|
|
4.2
|
|
5/10/2018
|
|
001-31410
|
|
|
4.11
|
|
|
10-Q
|
|
4.2
|
|
8/7/2018
|
|
001-31410
|
|
|
4.12
|
|
|
10-K
|
|
4.15
|
|
2/27/2019
|
|
001-31410
|
|
4.13
|
|
|
10-K
|
|
4.16
|
|
2/27/2019
|
|
001-31410
|
|
|
4.14
|
|
|
10-Q
|
|
4.2
|
|
5/19/2019
|
|
001-31410
|
|
|
4.15
|
|
|
8-K
|
|
4.1
|
|
5/4/2018
|
|
001-31410
|
|
|
4.16
|
|
|
|
|
|
|
|
|
|
*
|
|
10.1
|
|
|
8-K
|
|
10.1
|
|
2/2/2018
|
|
001-31410
|
|
|
10.2 (2)
|
|
|
8-K
|
|
10.1
|
|
8/3/2018
|
|
001-31410
|
|
|
10.3 (2)
|
|
|
8-K
|
|
10.1
|
|
12/11/2019
|
|
001-31410
|
|
|
10.4 (2)
|
|
|
10-Q
|
|
10.1
|
|
5/7/2012
|
|
001-31410
|
|
|
10.5 (2)
|
|
|
8-K
|
|
10.2
|
|
8/3/2018
|
|
001-31410
|
|
|
10.6 (2)
|
|
|
10-Q
|
|
10.1
|
|
11/9/2017
|
|
001-31410
|
|
|
10.7 (2)
|
|
|
10-Q
|
|
10.1
|
|
5/12/2010
|
|
001-31410
|
|
|
10.8 (2)
|
|
|
10-Q
|
|
10.2
|
|
8/5/2015
|
|
001-31410
|
|
|
10.9 (2)
|
|
|
|
|
|
|
|
|
|
*
|
|
10.10 (2)
|
|
|
10-Q
|
|
10.1
|
|
5/9/2019
|
|
001-31410
|
|
|
10.11 (2)
|
|
|
8-K
|
|
10.2
|
|
2/24/2009
|
|
001-31410
|
|
|
10.12 (2)
|
|
|
8-K
|
|
10.3
|
|
8/3/2018
|
|
001-31410
|
|
10.13 (2)
|
|
|
DEF 14A
|
|
Appendix B
|
|
3/28/2013
|
|
001-31410
|
|
|
10.14 (2)
|
|
|
DEF 14A
|
|
Appendix B
|
|
3/26/2015
|
|
001-31410
|
|
|
10.15 (2)
|
|
|
10-Q
|
|
10.3
|
|
8/9/2016
|
|
001-31410
|
|
|
10.16 (2)
|
|
|
DEF 14A
|
|
Appendix B
|
|
3/21/2018
|
|
001-31410
|
|
|
10.17 (2)
|
|
|
10-K
|
|
10.22
|
|
2/29/2016
|
|
001-31410
|
|
|
10.18 (2)
|
|
|
10-K
|
|
10.23
|
|
2/29/2016
|
|
001-31410
|
|
|
10.19 (2)
|
|
|
10-K
|
|
10.24
|
|
2/29/2016
|
|
001-31410
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
*
|
|
23.1
|
|
|
|
|
|
|
|
|
|
*
|
|
31.1
|
|
|
|
|
|
|
|
|
|
*
|
|
31.2
|
|
|
|
|
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
|
|
|
|
|
*
|
|
32.2
|
|
|
|
|
|
|
|
|
|
*
|
|
101
|
|
The following financial statements from Cott Corporation’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
*
|
104
|
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
|
|
|
|
|
|
*
|
ITEM 16.
|
FORM 10-K SUMMARY
|
/S/ THOMAS J HARRINGTON
|
Thomas J. Harrington
|
Chief Executive Officer
|
Date: February 26, 2020
|
/S/ THOMAS J HARRINGTON
|
|
/S/ BETTY JANE HESS
|
Thomas J. Harrington
Chief Executive Officer, Director
(Principal Executive Officer)
Date: February 26, 2020
|
|
Betty Jane Hess
Director
Date: February 26, 2020
|
/S/ JAY WELLS
|
|
/S/GREGORY MONAHAN
|
Jay Wells
Chief Financial and Administrative Officer
(Principal Financial Officer)
Date: February 26, 2020
|
|
Gregory Monahan
Director
Date: February 26, 2020
|
/S/ JASON AUSHER
|
|
/S/ MARIO PILOZZI
|
Jason Ausher
Chief Accounting Officer
(Principal Accounting Officer)
Date: February 26, 2020
|
|
Mario Pilozzi
Director
Date: February 26, 2020
|
/S/ JERRY FOWDEN
|
|
/S/ BRITTA BOMHARD
|
Jerry Fowden
Executive Chairman, Director
Date: February 26, 2020
|
|
Britta Bomhard
Director
Date: February 26, 2020
|
/S/ STEVEN STANBROOK
|
|
/S/ GRAHAM SAVAGE
|
Steven Stanbrook
Director
Date: February 26, 2020
|
|
Graham Savage
Director
Date: February 26, 2020
|
/S/ STEPHEN H. HALPERIN
|
|
/S/ ERIC ROSENFELD
|
Stephen H. Halperin
Director
Date: February 26, 2020
|
|
Eric Rosenfeld
Director
Date: February 26, 2020
|
|
Page(s)
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Revenue, net
|
$
|
2,394.5
|
|
|
$
|
2,372.9
|
|
|
$
|
2,269.7
|
|
Cost of sales
|
1,166.7
|
|
|
1,197.3
|
|
|
1,142.0
|
|
|||
Gross profit
|
1,227.8
|
|
|
1,175.6
|
|
|
1,127.7
|
|
|||
Selling, general and administrative expenses
|
1,113.0
|
|
|
1,092.1
|
|
|
1,043.2
|
|
|||
Loss on disposal of property, plant and equipment, net
|
7.5
|
|
|
9.4
|
|
|
10.2
|
|
|||
Acquisition and integration expenses
|
16.9
|
|
|
15.3
|
|
|
30.4
|
|
|||
Operating income
|
90.4
|
|
|
58.8
|
|
|
43.9
|
|
|||
Other expense (income), net
|
2.8
|
|
|
(42.9
|
)
|
|
(8.0
|
)
|
|||
Interest expense, net
|
78.2
|
|
|
77.6
|
|
|
85.5
|
|
|||
Income (loss) from continuing operations before income taxes
|
9.4
|
|
|
24.1
|
|
|
(33.6
|
)
|
|||
Income tax expense (benefit)
|
9.5
|
|
|
(4.8
|
)
|
|
(30.0
|
)
|
|||
Net (loss) income from continuing operations
|
$
|
(0.1
|
)
|
|
$
|
28.9
|
|
|
$
|
(3.6
|
)
|
Net income from discontinued operations, net of income taxes (Note 3)
|
3.0
|
|
|
354.6
|
|
|
10.7
|
|
|||
Net income
|
$
|
2.9
|
|
|
$
|
383.5
|
|
|
$
|
7.1
|
|
Less: Net income attributable to non-controlling interests - discontinued operations
|
—
|
|
|
0.6
|
|
|
8.5
|
|
|||
Net income (loss) attributable to Cott Corporation
|
$
|
2.9
|
|
|
$
|
382.9
|
|
|
$
|
(1.4
|
)
|
Net income (loss) per common share attributable to Cott Corporation
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
$
|
0.02
|
|
|
$
|
2.54
|
|
|
$
|
0.02
|
|
Net income (loss)
|
$
|
0.02
|
|
|
$
|
2.75
|
|
|
$
|
(0.01
|
)
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.21
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
$
|
0.02
|
|
|
$
|
2.50
|
|
|
$
|
0.02
|
|
Net income (loss)
|
$
|
0.02
|
|
|
$
|
2.71
|
|
|
$
|
(0.01
|
)
|
Weighted average common shares outstanding (in thousands)
|
|
|
|
|
|
||||||
Basic
|
135,224
|
|
|
139,097
|
|
|
139,078
|
|
|||
Diluted
|
135,224
|
|
|
141,436
|
|
|
139,078
|
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net income
|
$
|
2.9
|
|
|
$
|
383.5
|
|
|
$
|
7.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Currency translation adjustment
|
13.6
|
|
|
(16.1
|
)
|
|
27.2
|
|
|||
Pension benefit plan, net of tax 1, 2
|
(1.3
|
)
|
|
17.1
|
|
|
(2.4
|
)
|
|||
Gain (loss) on derivative instruments, net of tax 3
|
20.9
|
|
|
(8.3
|
)
|
|
(1.3
|
)
|
|||
Total other comprehensive income (loss)
|
33.2
|
|
|
(7.3
|
)
|
|
23.5
|
|
|||
Comprehensive income
|
$
|
36.1
|
|
|
$
|
376.2
|
|
|
$
|
30.6
|
|
Less: Comprehensive income attributable to non-controlling interests
|
—
|
|
|
0.6
|
|
|
8.5
|
|
|||
Comprehensive income attributable to Cott Corporation
|
$
|
36.1
|
|
|
$
|
375.6
|
|
|
$
|
22.1
|
|
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 year ended December 29, 2018.
|
2
|
Net of the effect of a $0.2 million tax benefit, $0.1 million tax expense and $0.6 million tax benefit for the years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively.
|
3
|
Net of the effect of $6.8 million tax expense and $2.5 million tax benefit for the years ended December 28, 2019 and December 29, 2018, respectively.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
205.5
|
|
|
$
|
170.8
|
|
Accounts receivable, net of allowance of $9.1 ($9.6 as of December 29, 2018)
|
279.3
|
|
|
308.3
|
|
||
Inventories
|
122.5
|
|
|
129.6
|
|
||
Prepaid expenses and other current assets
|
35.0
|
|
|
27.2
|
|
||
Total current assets
|
642.3
|
|
|
635.9
|
|
||
Property, plant and equipment, net
|
647.8
|
|
|
624.7
|
|
||
Operating lease right-of-use-assets
|
203.1
|
|
|
—
|
|
||
Goodwill
|
1,175.7
|
|
|
1,143.9
|
|
||
Intangible assets, net
|
701.4
|
|
|
739.2
|
|
||
Deferred tax assets
|
—
|
|
|
0.1
|
|
||
Other long-term assets, net
|
20.6
|
|
|
31.7
|
|
||
Total assets
|
$
|
3,390.9
|
|
|
$
|
3,175.5
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
92.4
|
|
|
$
|
89.0
|
|
Current maturities of long-term debt
|
7.4
|
|
|
3.0
|
|
||
Accounts payable and accrued liabilities
|
466.1
|
|
|
469.0
|
|
||
Current operating lease obligations
|
41.7
|
|
|
—
|
|
||
Total current liabilities
|
607.6
|
|
|
561.0
|
|
||
Long-term debt
|
1,260.2
|
|
|
1,250.2
|
|
||
Operating lease obligations
|
167.8
|
|
|
—
|
|
||
Deferred tax liabilities
|
127.4
|
|
|
124.3
|
|
||
Other long-term liabilities
|
61.7
|
|
|
69.6
|
|
||
Total liabilities
|
2,224.7
|
|
|
2,005.1
|
|
||
Commitments and contingencies - Note 20
|
|
|
|
||||
Equity
|
|
|
|
||||
Common shares, no par value - 134,803,211 shares issued (December 29, 2018 - 136,195,108 shares issued)
|
892.3
|
|
|
899.4
|
|
||
Additional paid-in-capital
|
77.4
|
|
|
73.9
|
|
||
Retained earnings
|
265.0
|
|
|
298.8
|
|
||
Accumulated other comprehensive loss
|
(68.5
|
)
|
|
(101.7
|
)
|
||
Total Cott Corporation equity
|
1,166.2
|
|
|
1,170.4
|
|
||
Total liabilities and equity
|
$
|
3,390.9
|
|
|
$
|
3,175.5
|
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.9
|
|
|
$
|
383.5
|
|
|
$
|
7.1
|
|
Net income from discontinued operations, net of income taxes
|
3.0
|
|
|
354.6
|
|
|
10.7
|
|
|||
Net (loss) income from continuing operations
|
(0.1
|
)
|
|
28.9
|
|
|
(3.6
|
)
|
|||
Adjustments to reconcile net (loss) income from continuing operations to cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
192.8
|
|
|
194.6
|
|
|
188.6
|
|
|||
Amortization of financing fees
|
3.5
|
|
|
3.5
|
|
|
1.9
|
|
|||
Share-based compensation expense
|
12.4
|
|
|
17.3
|
|
|
17.5
|
|
|||
Benefit for deferred income taxes
|
(2.1
|
)
|
|
(6.7
|
)
|
|
(33.9
|
)
|
|||
Gain on extinguishment of long-term debt
|
—
|
|
|
(7.1
|
)
|
|
(1.5
|
)
|
|||
Loss (gain) on sale of business
|
6.0
|
|
|
(6.0
|
)
|
|
—
|
|
|||
Loss on disposal of property, plant and equipment, net
|
7.5
|
|
|
9.4
|
|
|
10.2
|
|
|||
Other non-cash items
|
(2.2
|
)
|
|
(3.0
|
)
|
|
(3.5
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
15.1
|
|
|
(10.8
|
)
|
|
(8.0
|
)
|
|||
Inventories
|
(7.5
|
)
|
|
(0.5
|
)
|
|
(2.0
|
)
|
|||
Prepaid expenses and other current assets
|
2.6
|
|
|
(4.0
|
)
|
|
0.9
|
|
|||
Other assets
|
1.7
|
|
|
(0.5
|
)
|
|
2.1
|
|
|||
Accounts payable and accrued liabilities and other liabilities
|
20.3
|
|
|
29.2
|
|
|
7.3
|
|
|||
Net cash provided by operating activities from continuing operations
|
250.0
|
|
|
244.3
|
|
|
176.0
|
|
|||
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
||||||
Acquisitions, net of cash received
|
(76.3
|
)
|
|
(164.0
|
)
|
|
(35.5
|
)
|
|||
Additions to property, plant and equipment
|
(114.6
|
)
|
|
(130.8
|
)
|
|
(121.3
|
)
|
|||
Additions to intangible assets
|
(10.9
|
)
|
|
(13.2
|
)
|
|
(5.6
|
)
|
|||
Proceeds from sale of property, plant and equipment and sale-leaseback
|
2.9
|
|
|
4.1
|
|
|
7.8
|
|
|||
Proceeds from sale of business, net of cash sold
|
50.5
|
|
|
12.8
|
|
|
—
|
|
|||
Proceeds from sale of equity securities
|
—
|
|
|
7.9
|
|
|
—
|
|
|||
Other investing activities
|
0.6
|
|
|
0.5
|
|
|
1.0
|
|
|||
Net cash used in investing activities from continuing operations
|
(147.8
|
)
|
|
(282.7
|
)
|
|
(153.6
|
)
|
|||
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
||||||
Payments of long-term debt
|
(5.6
|
)
|
|
(264.5
|
)
|
|
(101.5
|
)
|
|||
Issuance of long-term debt
|
—
|
|
|
2.7
|
|
|
750.0
|
|
|||
Borrowings under ABL
|
75.1
|
|
|
98.4
|
|
|
—
|
|
|||
Payments under ABL
|
(64.2
|
)
|
|
(17.4
|
)
|
|
—
|
|
|||
Premiums and costs paid upon extinguishment of long-term debt
|
—
|
|
|
(12.5
|
)
|
|
(7.7
|
)
|
|||
Issuance of common shares
|
1.2
|
|
|
6.4
|
|
|
3.5
|
|
|||
Common shares repurchased and canceled
|
(31.8
|
)
|
|
(74.9
|
)
|
|
(3.8
|
)
|
|||
Financing fees
|
—
|
|
|
(1.5
|
)
|
|
(11.1
|
)
|
Dividends paid to common and preferred shareholders
|
(32.5
|
)
|
|
(33.4
|
)
|
|
(33.4
|
)
|
|||
Payment of contingent consideration for acquisitions
|
(0.3
|
)
|
|
(2.8
|
)
|
|
—
|
|
|||
Other financing activities
|
(7.9
|
)
|
|
2.9
|
|
|
0.5
|
|
|||
Net cash (used in) provided by financing activities from continuing operations
|
(66.0
|
)
|
|
(296.6
|
)
|
|
596.5
|
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities of discontinued operations
|
(3.2
|
)
|
|
(97.6
|
)
|
|
102.7
|
|
|||
Investing activities of discontinued operations
|
—
|
|
|
1,225.5
|
|
|
(44.7
|
)
|
|||
Financing activities of discontinued operations
|
—
|
|
|
(769.7
|
)
|
|
(643.4
|
)
|
|||
Net cash (used in) provided by discontinued operations
|
(3.2
|
)
|
|
358.2
|
|
|
(585.4
|
)
|
|||
Effect of exchange rate changes on cash
|
1.7
|
|
|
(10.3
|
)
|
|
6.3
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
34.7
|
|
|
12.9
|
|
|
39.8
|
|
|||
Cash and cash equivalents and restricted cash, beginning of year
|
170.8
|
|
|
157.9
|
|
|
118.1
|
|
|||
Cash and cash equivalents and restricted cash, end of year
|
205.5
|
|
|
170.8
|
|
|
157.9
|
|
|||
Cash and cash equivalents and restricted cash of discontinued operations, end of year
|
—
|
|
|
—
|
|
|
66.0
|
|
|||
Cash and cash equivalents and restricted cash from continuing operations, end of year
|
$
|
205.5
|
|
|
$
|
170.8
|
|
|
$
|
91.9
|
|
Supplemental Non-cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment through accounts payable and accrued liabilities and other liabilities
|
$
|
14.2
|
|
|
$
|
11.6
|
|
|
$
|
10.9
|
|
Accrued deferred financing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Dividends payable issued through accounts payable and other accrued liabilities
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
75.2
|
|
|
$
|
68.9
|
|
|
$
|
81.6
|
|
Cash paid for income taxes, net
|
$
|
6.9
|
|
|
$
|
9.6
|
|
|
$
|
1.9
|
|
|
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
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
8.5
|
|
|
7.1
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
||||||
Common shares dividends ($0.24 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.7
|
)
|
|
—
|
|
|
—
|
|
|
(33.7
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
22.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.9
|
|
||||||
Common shares repurchased and canceled
|
(277
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
1,004
|
|
|
9.4
|
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
34
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
137
|
|
|
1.7
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
(7.7
|
)
|
||||||
Balance at December 30, 2017
|
139,489
|
|
|
$
|
917.1
|
|
|
$
|
69.1
|
|
|
$
|
(12.2
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
6.1
|
|
|
$
|
885.7
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
382.9
|
|
|
—
|
|
|
0.6
|
|
|
383.5
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(7.3
|
)
|
||||||
Common shares dividends ($0.24 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.7
|
)
|
|
—
|
|
|
—
|
|
|
(33.7
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
17.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.4
|
|
||||||
Common shares repurchased and canceled
|
(4,981
|
)
|
|
(36.7
|
)
|
|
—
|
|
|
(38.2
|
)
|
|
—
|
|
|
—
|
|
|
(74.9
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
1,581
|
|
|
17.4
|
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
20
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
86
|
|
|
1.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||||
Sale of subsidiary shares of non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
||||||
Balance at December 29, 2018
|
136,195
|
|
|
$
|
899.4
|
|
|
$
|
73.9
|
|
|
$
|
298.8
|
|
|
$
|
(101.7
|
)
|
|
$
|
—
|
|
|
$
|
1,170.4
|
|
Cumulative effect of changes in accounting principle, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.2
|
|
|
—
|
|
|
33.2
|
|
||||||
Common shares dividends ($0.24 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.6
|
)
|
|
—
|
|
|
—
|
|
|
(32.6
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
Common shares repurchased and canceled
|
(2,270
|
)
|
|
(17.2
|
)
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|
(31.8
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
781
|
|
|
8.8
|
|
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
94
|
|
|
1.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Balance at December 28, 2019
|
134,803
|
|
|
$
|
892.3
|
|
|
$
|
77.4
|
|
|
$
|
265.0
|
|
|
$
|
(68.5
|
)
|
|
$
|
—
|
|
|
$
|
1,166.2
|
|
|
Reporting Segment
|
|
|
||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All Other
|
|
Total
|
||||||||
Balance December 30, 2017
|
$
|
982.4
|
|
|
$
|
117.8
|
|
|
$
|
4.5
|
|
|
$
|
1,104.7
|
|
Goodwill acquired during the year
|
63.3
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
||||
Adjustments
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
||||
Foreign exchange
|
$
|
(21.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21.1
|
)
|
Balance December 29, 2018
|
1,021.6
|
|
|
117.8
|
|
|
4.5
|
|
|
1,143.9
|
|
||||
Goodwill acquired during the year
|
35.3
|
|
|
10.4
|
|
|
—
|
|
|
45.7
|
|
||||
Adjustments
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||||
Foreign exchange
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
||||
Balance December 28, 2019
|
$
|
1,047.5
|
|
|
$
|
128.2
|
|
|
$
|
—
|
|
|
$
|
1,175.7
|
|
|
For the Year Ended
|
||
(in millions of U.S. dollars)
|
December 28, 2019
|
||
Operating lease cost
|
$
|
54.7
|
|
Short-term lease cost
|
5.0
|
|
|
Finance lease cost
|
|
|
|
Amortization of right-of-use assets
|
$
|
5.0
|
|
Interest on lease liabilities
|
1.3
|
|
|
Total finance lease cost
|
$
|
6.3
|
|
Sublease income
|
$
|
0.8
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
54.0
|
|
Operating cash flows from finance leases
|
1.2
|
|
Financing cash flows from finance leases
|
4.4
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
Operating leases
|
28.9
|
|
Finance leases
|
30.6
|
|
Weighted Average Remaining Lease Term
|
|
|
Operating leases
|
7.8 years
|
|
Finance leases
|
5.9 years
|
|
|
|
|
Weighted Average Discount Rate
|
|
|
Operating leases
|
6.1
|
%
|
Finance leases
|
6.0
|
%
|
(in millions of U.S. dollars)
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
53.9
|
|
|
$
|
7.5
|
|
2021
|
42.9
|
|
|
6.4
|
|
||
2022
|
32.9
|
|
|
5.9
|
|
||
2023
|
27.7
|
|
|
5.6
|
|
||
2024
|
22.3
|
|
|
4.8
|
|
||
Thereafter
|
95.9
|
|
|
6.4
|
|
||
Total lease payments
|
275.6
|
|
|
36.6
|
|
||
Less imputed interest
|
(66.1
|
)
|
|
(5.7
|
)
|
||
Present value of lease obligations
|
$
|
209.5
|
|
|
$
|
30.9
|
|
(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 Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
(in millions of U.S. dollars)
|
|
|
|
|
|
||||||
Revenue, net
|
$
|
—
|
|
|
$
|
111.2
|
|
|
$
|
1,637.1
|
|
Cost of sales
|
—
|
|
|
98.4
|
|
|
1,428.4
|
|
|||
Operating income from discontinued operations
|
—
|
|
|
2.0
|
|
|
49.9
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
427.9
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, before income taxes
|
—
|
|
|
402.5
|
|
|
(20.5
|
)
|
|||
Income tax (benefit) expense 1
|
(3.0
|
)
|
|
47.9
|
|
|
(31.2
|
)
|
|||
Net income from discontinued operations, net of income taxes
|
3.0
|
|
|
354.6
|
|
|
10.7
|
|
|||
Less: Net income attributable to non-controlling interests
|
—
|
|
|
0.6
|
|
|
8.5
|
|
|||
Net income attributable to Cott Corporation – discontinued operations 2
|
$
|
3.0
|
|
|
$
|
354.0
|
|
|
$
|
2.2
|
|
1
|
The Traditional Business Disposition resulted in a taxable gain on sale in the U.S., which utilized a significant portion of the existing U.S. net operating loss carryforwards. As a result, the Company is in a net deferred tax liability position in the U.S. and thus a tax benefit of approximately $35.1 million related to a release of the U.S. valuation allowance was recorded in 2018 and is offsetting the overall income tax expense related to discontinued operations. The Traditional Business Disposition resulted in a non-taxable gain on sale in the United Kingdom. No tax benefit resulted from the Traditional Business Disposition related to the taxable loss on sale in Canada due to the Company's valuation allowance position. During 2019, $3.0 million of tax benefit was recorded related to the finalization of the U.S. tax gain calculation.
|
2
|
Net 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 year ended December 29, 2018 (December 30, 2017 - $49.5 million).
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
United States
|
$
|
1,801.7
|
|
|
$
|
1,786.9
|
|
|
$
|
1,709.0
|
|
United Kingdom
|
172.0
|
|
|
173.2
|
|
|
160.0
|
|
|||
Canada
|
67.4
|
|
|
64.1
|
|
|
61.8
|
|
|||
All other countries
|
353.4
|
|
|
348.7
|
|
|
338.9
|
|
|||
Total 1
|
$
|
2,394.5
|
|
|
$
|
2,372.9
|
|
|
$
|
2,269.7
|
|
(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
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||
Inventory
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||
Prepaid expenses and other current assets
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||
Property, plant and equipment
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||
Goodwill
|
13.7
|
|
|
0.5
|
|
|
14.2
|
|
|||
Intangible assets
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||
Other assets
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Short-term borrowings
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||
Current maturities of long-term debt
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Accounts payable and accrued liabilities
|
(6.7
|
)
|
|
—
|
|
|
(6.7
|
)
|
|||
Long-term debt
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
|||
Deferred tax liabilities
|
(2.5
|
)
|
|
(0.5
|
)
|
|
(3.0
|
)
|
|||
Other long-term liabilities
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Total
|
$
|
21.5
|
|
|
$
|
—
|
|
|
$
|
21.5
|
|
(in millions of U.S. dollars)
|
Estimated Fair Market Value
|
|
Weighted Average Estimated Useful Life
|
||
Customer relationships
|
$
|
10.0
|
|
|
20 years
|
Trademarks and trade names
|
18.4
|
|
|
Indefinite
|
|
Total
|
$
|
28.4
|
|
|
|
(in millions of U.S. dollars)
|
Estimated Fair Market Value
|
|
Weighted Average Estimated Useful Life
|
||
Customer relationships
|
$
|
8.4
|
|
|
11 years
|
Trademarks and trade names
|
4.2
|
|
|
Indefinite
|
|
Total
|
$
|
12.6
|
|
|
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Foreign exchange losses (gains), net
|
$
|
0.9
|
|
|
$
|
(7.1
|
)
|
|
$
|
(1.7
|
)
|
Proceeds from legal settlements
|
—
|
|
|
(14.9
|
)
|
|
—
|
|
|||
Loss (gain) on sale of business
|
6.0
|
|
|
(6.0
|
)
|
|
—
|
|
|||
Transition services agreement service income
|
(0.3
|
)
|
|
(2.6
|
)
|
|
—
|
|
|||
Pension curtailment gain
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||
Gain on extinguishment of long-term debt
|
—
|
|
|
(7.1
|
)
|
|
(1.5
|
)
|
|||
Other gains, net
|
(3.8
|
)
|
|
(5.2
|
)
|
|
(0.3
|
)
|
|||
Total
|
$
|
2.8
|
|
|
$
|
(42.9
|
)
|
|
$
|
(8.0
|
)
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Interest on long-term debt
|
$
|
69.5
|
|
|
$
|
72.2
|
|
|
$
|
83.1
|
|
Interest on short-term debt
|
4.8
|
|
|
—
|
|
|
—
|
|
|||
Other interest expense, net
|
3.9
|
|
|
5.4
|
|
|
2.4
|
|
|||
Total
|
$
|
78.2
|
|
|
$
|
77.6
|
|
|
$
|
85.5
|
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Canada
|
$
|
(57.0
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(29.1
|
)
|
Outside Canada
|
66.4
|
|
|
50.2
|
|
|
(4.5
|
)
|
|||
Income (loss) from continuing operations, before income taxes
|
$
|
9.4
|
|
|
$
|
24.1
|
|
|
$
|
(33.6
|
)
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Current
|
|
|
|
|
|
||||||
Canada
|
$
|
(0.2
|
)
|
|
—
|
|
|
$
|
—
|
|
|
Outside Canada
|
12.6
|
|
|
2.3
|
|
|
3.9
|
|
|||
|
$
|
12.4
|
|
|
$
|
2.3
|
|
|
$
|
3.9
|
|
Deferred
|
|
|
|
|
|
||||||
Canada
|
$
|
(1.0
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
—
|
|
Outside Canada
|
(1.9
|
)
|
|
(1.5
|
)
|
|
(33.9
|
)
|
|||
|
$
|
(2.9
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(33.9
|
)
|
Income tax expense (benefit)
|
$
|
9.5
|
|
|
$
|
(4.8
|
)
|
|
$
|
(30.0
|
)
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Income tax expense (benefit) based on Canadian statutory rates
|
$
|
2.5
|
|
|
$
|
6.4
|
|
|
$
|
(8.7
|
)
|
Foreign tax rate differential
|
(11.1
|
)
|
|
(2.6
|
)
|
|
(1.3
|
)
|
|||
Local taxes
|
2.1
|
|
|
0.5
|
|
|
(0.2
|
)
|
|||
Nontaxable interest income
|
(8.4
|
)
|
|
(9.8
|
)
|
|
(11.3
|
)
|
|||
Impact of intercompany transactions and dividends
|
12.2
|
|
|
1.0
|
|
|
(9.2
|
)
|
|||
Nontaxable capital gains
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|||
Income tax credits
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||
Change in enacted tax rates
|
(0.1
|
)
|
|
3.4
|
|
|
(32.7
|
)
|
|||
Change in valuation allowance
|
19.7
|
|
|
(4.2
|
)
|
|
45.8
|
|
|||
Change in uncertain tax positions
|
0.3
|
|
|
(3.4
|
)
|
|
(2.4
|
)
|
|||
Equity compensation
|
1.5
|
|
|
1.5
|
|
|
1.1
|
|
|||
Permanent differences
|
1.6
|
|
|
1.1
|
|
|
(0.6
|
)
|
|||
Outside basis differences on discontinued operations
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||
Adjustments to deferred taxes
|
(10.4
|
)
|
|
0.7
|
|
|
(3.4
|
)
|
|||
Other items
|
0.1
|
|
|
0.6
|
|
|
0.4
|
|
|||
Income tax expense (benefit)
|
$
|
9.5
|
|
|
$
|
(4.8
|
)
|
|
$
|
(30.0
|
)
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
134.2
|
|
|
$
|
109.8
|
|
Capital loss carryforwards
|
12.0
|
|
|
13.1
|
|
||
Liabilities and reserves
|
28.2
|
|
|
25.0
|
|
||
Stock options
|
8.2
|
|
|
8.1
|
|
||
Inventories
|
4.0
|
|
|
3.8
|
|
||
Interest expense
|
11.3
|
|
|
12.2
|
|
||
Derivatives 1
|
—
|
|
|
2.8
|
|
||
Right of use lease obligations
|
49.1
|
|
|
—
|
|
||
Other 1
|
—
|
|
|
3.9
|
|
||
|
247.0
|
|
|
178.7
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(76.3
|
)
|
|
(65.7
|
)
|
||
Intangible assets
|
(125.1
|
)
|
|
(139.2
|
)
|
||
Right of use assets
|
(47.6
|
)
|
|
—
|
|
||
Derivatives
|
(3.9
|
)
|
|
—
|
|
||
Other
|
(1.2
|
)
|
|
—
|
|
||
|
(254.1
|
)
|
|
(204.9
|
)
|
||
Valuation allowance
|
(120.3
|
)
|
|
(98.0
|
)
|
||
Net deferred tax liability
|
$
|
(127.4
|
)
|
|
$
|
(124.2
|
)
|
1
|
Derivatives prior year amounts have been reclassified from other to conform to the current year presentation.
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
15.5
|
|
|
$
|
16.2
|
|
|
$
|
28.6
|
|
Additions based on tax positions taken during a prior period
|
5.0
|
|
|
1.3
|
|
|
0.2
|
|
|||
Reductions based on tax positions taken during a prior period
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(6.3
|
)
|
|||
Settlement on tax positions taken during a prior period
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||
Tax rate change
|
—
|
|
|
(0.1
|
)
|
|
(4.5
|
)
|
|||
Lapse in statute of limitations
|
(2.9
|
)
|
|
(4.3
|
)
|
|
(3.2
|
)
|
|||
Additions based on tax positions taken during the current period
|
1.7
|
|
|
3.0
|
|
|
1.7
|
|
|||
Cash payments
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange
|
0.1
|
|
|
(0.5
|
)
|
|
0.7
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
17.3
|
|
|
$
|
15.5
|
|
|
$
|
16.2
|
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Stock options
|
$
|
3.3
|
|
|
$
|
5.3
|
|
|
$
|
5.5
|
|
Performance-based RSUs
|
5.7
|
|
|
7.0
|
|
|
12.0
|
|
|||
Time-based RSUs
|
2.1
|
|
|
3.8
|
|
|
4.2
|
|
|||
Director share awards
|
1.1
|
|
|
1.0
|
|
|
1.1
|
|
|||
Employee Share Purchase Plan
|
0.2
|
|
|
0.3
|
|
|
0.1
|
|
|||
Total 1
|
$
|
12.4
|
|
|
$
|
17.4
|
|
|
$
|
22.9
|
|
1
|
Includes $0.1 million and $5.4 million of share-based compensation expense from our discontinued operations, which were included in net income (loss) from discontinued operations, net of income taxes on the Consolidated Statements of Operations for the years ended December 29, 2018 and December 30, 2017, respectively.
|
(in millions of U.S. dollars, except years)
|
Unrecognized share-based compensation expense as of December 28, 2019
|
|
Weighted average years expected to recognize compensation
|
||
Stock options
|
$
|
5.3
|
|
|
2.1
|
Performance-based RSUs
|
6.9
|
|
|
2.4
|
|
Time-based RSUs
|
3.9
|
|
|
2.1
|
|
Total
|
$
|
16.1
|
|
|
|
|
For the Year Ended
|
|||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
Risk-free interest rate
|
1.8
|
%
|
|
2.8
|
%
|
|
2.3
|
%
|
Average expected life (years)
|
6.0
|
|
|
5.6
|
|
|
6.0
|
|
Expected volatility
|
29.0
|
%
|
|
28.8
|
%
|
|
29.2
|
%
|
Expected dividend yield
|
1.8
|
%
|
|
1.6
|
%
|
|
1.4
|
%
|
|
Stock Options (in thousands)
|
|
Weighted average exercise price
|
|
Weighted average contractual term (years)
|
|
Aggregate intrinsic value (in thousands)
|
|||||
Outstanding at December 31, 2016
|
4,474
|
|
|
$
|
10.32
|
|
|
8.8
|
|
$
|
5,623.3
|
|
Granted
|
734
|
|
|
17.50
|
|
|
|
|
|
|||
Exercised
|
(169
|
)
|
|
9.21
|
|
|
|
|
1,092.9
|
|
||
Forfeited or expired
|
(33
|
)
|
|
10.28
|
|
|
|
|
|
|||
Outstanding at December 30, 2017
|
5,006
|
|
|
$
|
11.41
|
|
|
8.1
|
|
$
|
26,952.3
|
|
Granted
|
1,182
|
|
|
14.67
|
|
|
|
|
|
|||
Exercised
|
(734
|
)
|
|
10.04
|
|
|
|
|
4,408.1
|
|
||
Forfeited or expired
|
(8
|
)
|
|
10.64
|
|
|
|
|
|
|||
Outstanding at December 29, 2018
|
5,446
|
|
|
$
|
12.30
|
|
|
7.3
|
|
$
|
11,993.0
|
|
Granted
|
1,138
|
|
|
13.68
|
|
|
|
|
|
|||
Exercised
|
(91
|
)
|
|
10.47
|
|
|
|
|
389.1
|
|
||
Forfeited or expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 28, 2019
|
6,493
|
|
|
$
|
12.57
|
|
|
6.9
|
|
$
|
11,045.4
|
|
Exercisable at December 28, 2019
|
4,336
|
|
|
$
|
11.64
|
|
|
5.8
|
|
$
|
11,018.6
|
|
Vested or expected to vest at December 28, 2019
|
6,493
|
|
|
$
|
12.57
|
|
|
6.9
|
|
$
|
11,045.4
|
|
|
Number of Performance-based RSUs (in thousands)
|
|
Weighted Average Grant-Date Fair Value
|
|
Number of Time-based RSUs (in thousands)
|
|
Weighted Average Grant-Date Fair Value
|
||||||
Balance at December 31, 2016
|
3,063
|
|
|
$
|
9.89
|
|
|
800
|
|
|
$
|
11.10
|
|
Awarded
|
235
|
|
|
17.06
|
|
|
135
|
|
|
17.50
|
|
||
Awarded in connection with modification
|
64
|
|
|
11.32
|
|
|
—
|
|
|
—
|
|
||
Issued
|
(320
|
)
|
|
8.00
|
|
|
(409
|
)
|
|
10.55
|
|
||
Forfeited
|
(143
|
)
|
|
15.18
|
|
|
(24
|
)
|
|
12.28
|
|
||
Balance at December 30, 2017
|
2,899
|
|
|
$
|
9.15
|
|
|
502
|
|
|
$
|
13.14
|
|
Awarded
|
312
|
|
|
14.67
|
|
|
208
|
|
|
14.67
|
|
||
Awarded in connection with modification
|
246
|
|
|
9.21
|
|
|
—
|
|
|
—
|
|
||
Issued
|
(686
|
)
|
|
9.32
|
|
|
(269
|
)
|
|
13.07
|
|
||
Forfeited
|
(1,106
|
)
|
|
6.55
|
|
|
(14
|
)
|
|
13.24
|
|
||
Outstanding at December 29, 2018
|
1,665
|
|
|
$
|
13.90
|
|
|
427
|
|
|
$
|
14.23
|
|
Awarded
|
285
|
|
|
13.69
|
|
|
216
|
|
|
13.69
|
|
||
Awarded in connection with modification
|
190
|
|
|
11.22
|
|
|
—
|
|
|
—
|
|
||
Issued
|
(441
|
)
|
|
11.30
|
|
|
(239
|
)
|
|
13.38
|
|
||
Forfeited
|
(100
|
)
|
|
12.33
|
|
|
(7
|
)
|
|
14.89
|
|
||
Outstanding at December 28, 2019
|
1,599
|
|
|
$
|
14.36
|
|
|
397
|
|
|
$
|
14.43
|
|
Vested or expected to vest at December 28, 2019
|
1,594
|
|
|
$
|
13.30
|
|
|
397
|
|
|
$
|
14.43
|
|
|
For the Year Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Numerator (in millions):
|
|
|
|
|
|
||||||
Net income (loss) attributable to Cott Corporation
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.1
|
)
|
|
$
|
28.9
|
|
|
$
|
(3.6
|
)
|
Discontinued operations
|
3.0
|
|
|
354.0
|
|
|
2.2
|
|
|||
Net income (loss)
|
2.9
|
|
|
382.9
|
|
|
(1.4
|
)
|
|||
Basic Earnings Per Share
|
|
|
|
|
|
||||||
Denominator (in thousands):
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
135,224
|
|
|
139,097
|
|
|
139,078
|
|
|||
Basic Earnings Per Share:
|
|
|
|
|
|
||||||
Continuing operations
|
—
|
|
|
0.21
|
|
|
(0.03
|
)
|
|||
Discontinued operations
|
0.02
|
|
|
2.54
|
|
|
0.02
|
|
|||
Net income (loss)
|
0.02
|
|
|
2.75
|
|
|
(0.01
|
)
|
|||
Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Denominator (in thousands):
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
135,224
|
|
|
139,097
|
|
|
139,078
|
|
|||
Dilutive effect of Stock Options
|
—
|
|
|
1,199
|
|
|
—
|
|
|||
Dilutive effect of Performance based RSUs
|
—
|
|
|
900
|
|
|
—
|
|
|||
Dilutive effect of Time-based RSUs
|
—
|
|
|
240
|
|
|
—
|
|
|||
Weighted average common shares outstanding - diluted
|
135,224
|
|
|
141,436
|
|
|
139,078
|
|
|||
Diluted Earnings Per Share:
|
|
|
|
|
|
||||||
Continued operations
|
—
|
|
|
0.21
|
|
|
(0.03
|
)
|
|||
Discontinued operations
|
0.02
|
|
|
2.50
|
|
|
0.02
|
|
|||
Net income (loss)
|
0.02
|
|
|
2.71
|
|
|
(0.01
|
)
|
|
For the Year Ended
|
|||||||
(in thousands)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
Stock options
|
6,493
|
|
|
2,095
|
|
|
5,006
|
|
Performance-based RSUs 1
|
1,594
|
|
|
564
|
|
|
2,235
|
|
Time-based RSUs 2
|
397
|
|
|
148
|
|
|
493
|
|
1
|
Performance-based RSUs represent the number of shares expected to be issued based on the estimated achievement of pre-tax income for these awards.
|
2
|
Time-based RSUs represent the number of shares expected to be issued based on known employee retention information.
|
|
December 28, 2019
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route Based Services
|
|
Coffee, Tea and Extract Solutions
|
|
All Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net 1
|
$
|
1,788.2
|
|
|
$
|
605.0
|
|
|
$
|
7.2
|
|
|
$
|
(5.9
|
)
|
|
$
|
2,394.5
|
|
Depreciation and amortization
|
168.3
|
|
|
24.2
|
|
|
0.3
|
|
|
—
|
|
|
192.8
|
|
|||||
Operating income (loss)
|
115.8
|
|
|
15.4
|
|
|
(40.8
|
)
|
|
—
|
|
|
90.4
|
|
|||||
Property, plant and equipment, net
|
557.0
|
|
|
89.7
|
|
|
1.1
|
|
|
—
|
|
|
647.8
|
|
|||||
Goodwill
|
1,047.5
|
|
|
128.2
|
|
|
—
|
|
|
—
|
|
|
1,175.7
|
|
|||||
Intangible assets, net
|
596.0
|
|
|
104.4
|
|
|
1.0
|
|
|
—
|
|
|
701.4
|
|
|||||
Total segment assets 2
|
2,816.1
|
|
|
526.5
|
|
|
48.3
|
|
|
—
|
|
|
3,390.9
|
|
|||||
Additions to property, plant and equipment
|
100.9
|
|
|
13.3
|
|
|
0.4
|
|
|
—
|
|
|
114.6
|
|
1
|
Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $5.9 million for the year ended December 28, 2019.
|
2
|
Excludes intersegment receivables, investments and notes receivable.
|
|
December 29, 2018
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route Based Services
|
|
Coffee, Tea and Extract Solutions
|
|
All Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net 1
|
$
|
1,710.3
|
|
|
$
|
587.6
|
|
|
$
|
80.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
2,372.9
|
|
Depreciation and amortization
|
170.7
|
|
|
22.9
|
|
|
1.0
|
|
|
—
|
|
|
194.6
|
|
|||||
Operating income (loss)
|
89.9
|
|
|
16.1
|
|
|
(47.2
|
)
|
|
—
|
|
|
58.8
|
|
|||||
Property, plant and equipment, net
|
530.7
|
|
|
88.3
|
|
|
5.7
|
|
|
—
|
|
|
624.7
|
|
|||||
Goodwill
|
1,021.6
|
|
|
117.8
|
|
|
4.5
|
|
|
—
|
|
|
1,143.9
|
|
|||||
Intangible assets, net
|
608.3
|
|
|
103.2
|
|
|
27.7
|
|
|
—
|
|
|
739.2
|
|
|||||
Total segment assets 2
|
2,578.3
|
|
|
464.8
|
|
|
132.4
|
|
|
—
|
|
|
3,175.5
|
|
|||||
Additions to property, plant and equipment
|
112.3
|
|
|
16.0
|
|
|
2.5
|
|
|
—
|
|
|
130.8
|
|
1
|
Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $5.7 million for the year ended December 29, 2018. All Other includes $4.2 million of related party concentrate sales to discontinued operations for the year ended December 29, 2018.
|
2
|
Excludes intersegment receivables, investments and notes receivable.
|
|
December 30, 2017
|
|||||||||||||||||
(in millions of U.S. dollars)
|
Route Based Services
|
|
Coffee, Tea and Extract Solutions
|
|
All Other
|
|
Eliminations
|
|
Total
|
|||||||||
Revenue, net 1
|
$
|
1,599.6
|
|
|
$
|
602.2
|
|
|
$
|
67.9
|
|
|
$
|
—
|
|
|
2,269.7
|
|
Depreciation and amortization
|
164.9
|
|
|
22.7
|
|
|
1.0
|
|
|
—
|
|
|
188.6
|
|
||||
Operating income (loss) 2
|
79.7
|
|
|
15.9
|
|
|
(51.7
|
)
|
|
—
|
|
|
43.9
|
|
||||
Additions to property, plant and equipment
|
100.8
|
|
|
19.0
|
|
|
1.5
|
|
|
—
|
|
|
121.3
|
|
1
|
All Other includes $41.1 million of related party concentrate sales to discontinued operations for the year ended December 30, 2017.
|
2
|
Operating income in our Route Based Services reporting segment for the year ended December 30, 2017 decreased $5.0 million as a result of the adoption of Accounting Standards Update 2017-07 Compensation—Retirement Benefits (“ASU 2017-07”).
|
|
For the Year Ended
|
||||||||||
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
United States
|
$
|
1,801.7
|
|
|
$
|
1,786.9
|
|
|
$
|
1,709.0
|
|
United Kingdom
|
172.0
|
|
|
173.2
|
|
|
160.0
|
|
|||
Canada
|
67.4
|
|
|
64.1
|
|
|
61.8
|
|
|||
All other countries
|
353.4
|
|
|
348.7
|
|
|
338.9
|
|
|||
Total
|
$
|
2,394.5
|
|
|
$
|
2,372.9
|
|
|
$
|
2,269.7
|
|
|
For the Year Ended December 28, 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
|
$
|
1,136.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,136.0
|
|
Coffee and tea services
|
184.0
|
|
|
483.6
|
|
|
—
|
|
|
(5.9
|
)
|
|
661.7
|
|
|||||
Retail
|
297.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297.6
|
|
|||||
Other
|
170.6
|
|
|
121.4
|
|
|
7.2
|
|
|
—
|
|
|
299.2
|
|
|||||
Total
|
$
|
1,788.2
|
|
|
$
|
605.0
|
|
|
$
|
7.2
|
|
|
$
|
(5.9
|
)
|
|
$
|
2,394.5
|
|
|
For the Year Ended December 29, 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
|
$
|
1,078.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,078.5
|
|
Coffee and tea services
|
192.8
|
|
|
461.9
|
|
|
—
|
|
|
(5.7
|
)
|
|
649.0
|
|
|||||
Retail 1
|
286.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286.0
|
|
|||||
Other 1
|
153.0
|
|
|
125.7
|
|
|
80.7
|
|
|
—
|
|
|
359.4
|
|
|||||
Total
|
$
|
1,710.3
|
|
|
$
|
587.6
|
|
|
$
|
80.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
2,372.9
|
|
1
|
Revenue by channel of our Route Based Services reporting segment for the year ended December 29, 2018 had $83.7 million of revenues reclassified from “other” and “retail” to “home and office bottled water delivery” as these activities are associated with the “home and office bottled water delivery” channel. In addition, we reclassified $18.0 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 Year Ended December 30, 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 1
|
$
|
990.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
990.6
|
|
Coffee and tea services
|
186.8
|
|
|
501.7
|
|
|
—
|
|
|
—
|
|
|
688.5
|
|
|||||
Retail 1
|
282.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282.2
|
|
|||||
Other 1
|
140.0
|
|
|
100.5
|
|
|
67.9
|
|
|
—
|
|
|
308.4
|
|
|||||
Total
|
$
|
1,599.6
|
|
|
$
|
602.2
|
|
|
$
|
67.9
|
|
|
$
|
—
|
|
|
$
|
2,269.7
|
|
1
|
Revenue by channel of our Route Based Services reporting segment for the year ended December 30, 2017 had $50.2 million of revenues reclassified from “other” to “home and office bottled water delivery” as these activities are associated with the “home and office bottled water delivery” channel.
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||
United States
|
$
|
505.4
|
|
|
$
|
491.1
|
|
United Kingdom
|
20.9
|
|
|
17.8
|
|||
Canada
|
18.6
|
|
|
19.8
|
|
||
All other countries 1
|
102.9
|
|
|
96.0
|
|
||
Total
|
$
|
647.8
|
|
|
$
|
624.7
|
|
1
|
No individual country is greater than 10% of total property, plant and equipment, net as of December 28, 2019 and December 29, 2018.
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||
Trade receivables
|
$
|
268.5
|
|
|
$
|
293.0
|
|
Allowance for doubtful accounts
|
(9.1
|
)
|
|
(9.6
|
)
|
||
Other
|
19.9
|
|
|
24.9
|
|
||
Total
|
$
|
279.3
|
|
|
$
|
308.3
|
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||
Raw materials
|
$
|
59.5
|
|
|
$
|
68.5
|
|
Finished goods
|
36.7
|
|
|
36.3
|
|
||
Resale items
|
22.8
|
|
|
21.5
|
|
||
Other
|
3.5
|
|
|
3.3
|
|
||
Total
|
$
|
122.5
|
|
|
$
|
129.6
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||||
(in millions of U.S. dollars)
|
Estimated Useful Life in Years
|
|
Cost
|
|
Accumulated Depreciation
|
|
Net
|
|
Cost
|
|
Accumulated Depreciation
|
|
Net
|
||||||||||||
Land
|
n/a
|
|
$
|
99.3
|
|
|
$
|
—
|
|
|
$
|
99.3
|
|
|
$
|
98.5
|
|
|
$
|
—
|
|
|
$
|
98.5
|
|
Buildings
|
10-40
|
|
115.7
|
|
|
31.3
|
|
|
84.4
|
|
|
111.9
|
|
|
22.9
|
|
|
89.0
|
|
||||||
Machinery and equipment
|
5-15
|
|
206.6
|
|
|
85.6
|
|
|
121.0
|
|
|
183.3
|
|
|
67.0
|
|
|
116.3
|
|
||||||
Plates, films and molds
|
1-10
|
|
1.5
|
|
|
0.6
|
|
|
0.9
|
|
|
1.4
|
|
|
0.4
|
|
|
1.0
|
|
||||||
Vehicles and transportation equipment
|
3-15
|
|
91.6
|
|
|
60.4
|
|
|
31.2
|
|
|
88.1
|
|
|
50.2
|
|
|
37.9
|
|
||||||
Leasehold improvements 1
|
|
|
20.0
|
|
|
10.7
|
|
|
9.3
|
|
|
16.7
|
|
|
6.9
|
|
|
9.8
|
|
||||||
IT Systems
|
3-7
|
|
19.2
|
|
|
11.3
|
|
|
7.9
|
|
|
16.2
|
|
|
8.6
|
|
|
7.6
|
|
||||||
Furniture and fixtures
|
3-10
|
|
13.6
|
|
|
9.5
|
|
|
4.1
|
|
|
9.3
|
|
|
3.2
|
|
|
6.1
|
|
||||||
Customer equipment 2
|
3-7
|
|
377.5
|
|
|
164.5
|
|
|
213.0
|
|
|
330.4
|
|
|
118.2
|
|
|
212.2
|
|
||||||
Returnable bottles 3
|
3-5
|
|
81.9
|
|
|
37.1
|
|
|
44.8
|
|
|
59.7
|
|
|
19.1
|
|
|
40.6
|
|
||||||
Finance leases 4
|
|
|
39.9
|
|
|
8.0
|
|
|
31.9
|
|
|
6.7
|
|
|
1.0
|
|
|
5.7
|
|
||||||
Total
|
|
|
$
|
1,066.8
|
|
|
$
|
419.0
|
|
|
$
|
647.8
|
|
|
$
|
922.2
|
|
|
$
|
297.5
|
|
|
$
|
624.7
|
|
1
|
Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.
|
2
|
Customer equipment for the Route Based Services reporting segment consists of coolers, brewers, refrigerators, water purification devices and storage racks held on site at customer locations.
|
3
|
Returnable bottles are those bottles on site at Route Based Services customer locations.
|
4
|
Our recorded assets under finance leases relate to machinery and equipment, customer equipment, IT systems, customer equipment and vehicles and transportation equipment.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
(in millions of U.S. dollars)
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Intangibles
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rights 1
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
|
—
|
|
|
$
|
24.5
|
|
||
Trademarks
|
287.1
|
|
|
—
|
|
|
287.1
|
|
|
282.3
|
|
|
—
|
|
|
282.3
|
|
||||||
Total intangibles not subject to amortization
|
$
|
287.1
|
|
|
—
|
|
|
$
|
287.1
|
|
|
$
|
306.8
|
|
|
—
|
|
|
$
|
306.8
|
|
||
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
654.1
|
|
|
286.5
|
|
|
367.6
|
|
|
603.1
|
|
|
211.1
|
|
|
392.0
|
|
||||||
Patents
|
15.2
|
|
|
4.0
|
|
|
11.2
|
|
|
15.2
|
|
|
2.5
|
|
|
12.7
|
|
||||||
Software
|
56.9
|
|
|
31.3
|
|
|
25.6
|
|
|
38.0
|
|
|
20.5
|
|
|
17.5
|
|
||||||
Other
|
17.9
|
|
|
8.0
|
|
|
9.9
|
|
|
16.6
|
|
|
6.4
|
|
|
10.2
|
|
||||||
Total intangibles subject to amortization
|
$
|
744.1
|
|
|
$
|
329.8
|
|
|
$
|
414.3
|
|
|
$
|
672.9
|
|
|
$
|
240.5
|
|
|
$
|
432.4
|
|
Total intangible assets
|
$
|
1,031.2
|
|
|
$
|
329.8
|
|
|
$
|
701.4
|
|
|
$
|
979.7
|
|
|
$
|
240.5
|
|
|
$
|
739.2
|
|
1
|
Relates to the 2001 acquisition of intellectual property from Royal Crown Company, Inc. and includes the right to manufacture concentrates, with all related inventions, processes, technologies, technical and manufacturing information, know-how and the use of the Royal Crown brand outside of North America and Mexico at our Cott Beverages LLC business. The Company sold Cott Beverages LLC to Refresco during the first quarter of 2019.
|
(in millions of U.S. dollars)
|
|
||
2020
|
$
|
69.7
|
|
2021
|
58.7
|
|
|
2022
|
47.7
|
|
|
2023
|
37.4
|
|
|
2024
|
33.4
|
|
|
Thereafter
|
167.4
|
|
|
Total
|
$
|
414.3
|
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||
Trade payables
|
$
|
200.4
|
|
|
$
|
206.1
|
|
Accrued compensation
|
58.8
|
|
|
46.7
|
|
||
Accrued sales incentives
|
10.0
|
|
|
10.5
|
|
||
Accrued interest
|
23.9
|
|
|
24.2
|
|
||
Payroll, sales and other taxes
|
17.4
|
|
|
21.7
|
|
||
Accrued deposits
|
77.1
|
|
|
70.6
|
|
||
Derivative liability
|
—
|
|
|
10.9
|
|
||
Self-insurance liabilities
|
18.3
|
|
|
16.9
|
|
||
Other accrued liabilities
|
60.2
|
|
|
61.4
|
|
||
Total
|
$
|
466.1
|
|
|
$
|
469.0
|
|
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
(in millions of U.S. dollars)
|
Principal
|
|
Unamortized Debt Costs
|
|
Net
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Net
|
||||||||||||
5.500% senior notes due in 2024
|
499.3
|
|
|
5.8
|
|
|
493.5
|
|
|
513.1
|
|
|
7.2
|
|
|
505.9
|
|
||||||
5.500% senior notes due in 2025
|
750.0
|
|
|
8.2
|
|
|
741.8
|
|
|
750.0
|
|
|
9.8
|
|
|
740.2
|
|
||||||
ABL facility
|
92.0
|
|
|
—
|
|
|
92.0
|
|
|
81.1
|
|
|
—
|
|
|
81.1
|
|
||||||
Short-term borrowings
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||
Finance leases
|
30.9
|
|
|
—
|
|
|
30.9
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||||
Other debt financing
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Total debt
|
1,374.0
|
|
|
14.0
|
|
|
1,360.0
|
|
|
1,359.2
|
|
|
17.0
|
|
|
1,342.2
|
|
||||||
Less: Short-term borrowings and current debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABL facility
|
92.0
|
|
|
—
|
|
|
92.0
|
|
|
81.1
|
|
|
—
|
|
|
81.1
|
|
||||||
Short-term borrowings
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||
Finance leases - current maturities
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||
Other debt financing
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Total current debt
|
99.8
|
|
|
—
|
|
|
99.8
|
|
|
92.0
|
|
|
—
|
|
|
92.0
|
|
||||||
Total long-term debt
|
$
|
1,274.2
|
|
|
$
|
14.0
|
|
|
$
|
1,260.2
|
|
|
$
|
1,267.2
|
|
|
$
|
17.0
|
|
|
$
|
1,250.2
|
|
(in millions of U.S. dollars)
|
Long-Term Debt (including current)
|
||
2020
|
$
|
100.0
|
|
2021
|
5.6
|
|
|
2022
|
5.0
|
|
|
2023
|
4.8
|
|
|
2024
|
503.4
|
|
|
Thereafter
|
755.2
|
|
|
|
$
|
1,374.0
|
|
|
December 28, 2019
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
||||||
Projected benefit obligation at beginning of year
|
$
|
7.9
|
|
|
$
|
10.8
|
|
|
$
|
18.7
|
|
Plan amendment
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||
Service cost
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|||
Interest cost
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|||
Plan participant contributions
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Benefit payments
|
(0.4
|
)
|
|
(1.5
|
)
|
|
(1.9
|
)
|
|||
Actuarial losses
|
0.8
|
|
|
1.5
|
|
|
2.3
|
|
|||
Translation losses
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
Projected benefit obligation at end of year
|
$
|
8.6
|
|
|
$
|
13.1
|
|
|
$
|
21.7
|
|
Change in Plan Assets
|
|
|
|
|
|
||||||
Plan assets beginning of year
|
$
|
6.9
|
|
|
$
|
5.8
|
|
|
$
|
12.7
|
|
Employer contributions
|
0.3
|
|
|
0.5
|
|
|
0.8
|
|
|||
Plan participant contributions
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Benefit payments
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|||
Settlement gains
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Actual return on plan assets
|
1.3
|
|
|
(0.1
|
)
|
|
1.2
|
|
|||
Translation gains
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Fair value at end of year
|
$
|
8.1
|
|
|
$
|
5.9
|
|
|
$
|
14.0
|
|
Funded Status of Plan
|
|
|
|
|
|
||||||
Projected benefit obligation
|
$
|
(8.6
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(21.7
|
)
|
Fair value of plan assets
|
8.1
|
|
|
5.9
|
|
|
14.0
|
|
|||
Unfunded status
|
$
|
(0.5
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
(7.7
|
)
|
|
December 29, 2018
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
||||||
Projected benefit obligation at beginning of year
|
$
|
8.4
|
|
|
$
|
12.8
|
|
|
$
|
21.2
|
|
Plan amendment
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Service cost
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|||
Interest cost
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
|||
Plan participant contributions
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Benefit payments
|
(0.4
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
|||
Actuarial gains
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|||
Settlement gains
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Translation gains
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Projected benefit obligation at end of year
|
$
|
7.9
|
|
|
$
|
10.8
|
|
|
$
|
18.7
|
|
Change in Plan Assets
|
|
|
|
|
|
||||||
Plan assets beginning of year
|
$
|
7.1
|
|
|
$
|
6.6
|
|
|
$
|
13.7
|
|
Employer contributions
|
0.3
|
|
|
0.4
|
|
|
0.7
|
|
|||
Plan participant contributions
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Benefit payments
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.2
|
)
|
|||
Settlement losses
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Actual return on plan assets
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Translation losses
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Fair value at end of year
|
$
|
6.9
|
|
|
$
|
5.8
|
|
|
$
|
12.7
|
|
Funded Status of Plan
|
|
|
|
|
|
||||||
Projected benefit obligation
|
$
|
(7.9
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(18.7
|
)
|
Fair value of plan assets
|
6.9
|
|
|
5.8
|
|
|
12.7
|
|
|||
Unfunded status
|
$
|
(1.0
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(6.0
|
)
|
|
December 28, 2019
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Interest cost
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|||
Expected return on plan assets
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Net periodic pension (benefit) cost
|
$
|
(0.2
|
)
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
December 29, 2018
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Interest cost
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
|||
Expected return on plan assets
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Recognized net gain due to settlement
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Net periodic pension (benefit) cost
|
$
|
(0.2
|
)
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
December 30, 2017
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Interest cost
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
|||
Expected return on plan assets
|
0.4
|
|
|
(0.3
|
)
|
|
0.1
|
|
|||
Curtailment gain
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
|||
Net periodic pension cost (benefit)
|
$
|
0.1
|
|
|
$
|
(3.0
|
)
|
|
$
|
(2.9
|
)
|
|
December 28, 2019
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Unrecognized net actuarial loss
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(1.0
|
)
|
Total accumulated other comprehensive loss
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(1.0
|
)
|
|
|
|
|
|
|
||||||
|
December 29, 2018
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Unrecognized net actuarial (loss) income
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
Total accumulated other comprehensive (loss) income
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
||||||
|
December 30, 2017
|
||||||||||
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Unrecognized net actuarial loss
|
$
|
(0.6
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
(16.8
|
)
|
Total accumulated other comprehensive loss
|
$
|
(0.6
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
(16.8
|
)
|
|
For the Year Ended
|
|||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
U.S. Plans
|
|
|
|
|
|
|||
Discount rate
|
3.0
|
%
|
|
4.0
|
%
|
|
3.5
|
%
|
Expected long-term rate of return on plan assets
|
6.3
|
%
|
|
6.3
|
%
|
|
7.0
|
%
|
International Plans
|
|
|
|
|
|
|||
Discount rate
|
1.1
|
%
|
|
2.4
|
%
|
|
2.0
|
%
|
Expected long-term rate of return on plan assets
|
1.3
|
%
|
|
2.7
|
%
|
|
3.1
|
%
|
Rate of compensation increase
|
2.7
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
CPI Inflation factor
|
0.3
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
For the Year Ended
|
|||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|||
U.S. Plans
|
|
|
|
|
|
|||
Discount rate
|
4.0
|
%
|
|
3.5
|
%
|
|
3.8
|
%
|
Expected long-term rate of return on plan assets
|
6.3
|
%
|
|
6.3
|
%
|
|
7.0
|
%
|
International Plans
|
|
|
|
|
|
|||
Discount rate
|
1.1
|
%
|
|
2.4
|
%
|
|
2.0
|
%
|
Expected long-term rate of return on plan assets
|
1.3
|
%
|
|
2.7
|
%
|
|
3.1
|
%
|
Inflation factor
|
0.3
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
December 28, 2019
|
|
December 29, 2018
|
||
U.S. Plans
|
|
|
|
||
Equity securities
|
46.3
|
%
|
|
42.8
|
%
|
Fixed income investments
|
53.7
|
%
|
|
57.2
|
%
|
International Plans
|
|
|
|
||
Equity securities
|
56.8
|
%
|
|
58.6
|
%
|
Fixed income investments
|
33.2
|
%
|
|
31.0
|
%
|
Real estate
|
10.0
|
%
|
|
10.4
|
%
|
(in millions of U.S. dollars)
|
U.S.
|
|
International
|
|
Total
|
||||||
Expected benefit payments
|
|
|
|
|
|
||||||
FY 2020
|
$
|
0.4
|
|
|
$
|
1.2
|
|
|
$
|
1.6
|
|
FY 2021
|
0.4
|
|
|
0.6
|
|
|
1.0
|
|
|||
FY 2022
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|||
FY 2023
|
0.5
|
|
|
0.4
|
|
|
0.9
|
|
|||
FY 2024
|
0.5
|
|
|
0.6
|
|
|
1.1
|
|
|||
FY 2025 through FY 2029
|
2.6
|
|
|
9.7
|
|
|
12.3
|
|
|
December 28, 2019
|
||||||||||
(in millions of U.S. dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Mutual funds:
|
|
|
|
|
|
||||||
Non-U.S. equity securities
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Fixed income:
|
|
|
|
|
|
||||||
Non-U.S. bonds
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Insurance contract
|
—
|
|
|
2.0
|
|
|
—
|
|
|||
Real estate:
|
|
|
|
|
|
||||||
Real estate
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
Total
|
$
|
3.3
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
December 29, 2018
|
||||||||||
(in millions of U.S. dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Mutual funds:
|
|
|
|
|
|
||||||
Non-U.S. equity securities
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Fixed income:
|
|
|
|
|
|
||||||
Non-U.S. bonds
|
1.9
|
|
|
—
|
|
|
—
|
|
|||
Insurance contract
|
—
|
|
|
1.8
|
|
|
—
|
|
|||
Real estate:
|
|
|
|
|
|
||||||
Real estate
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
Total
|
$
|
3.5
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
(in millions of U.S. dollars) 1
|
Gains and Losses on Derivative Instruments
|
|
Pension Benefit Plan Items
|
|
Currency Translation Adjustment Items
|
|
Total
|
||||||||
Balance December 31, 2016
|
$
|
(0.1
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(103.4
|
)
|
|
$
|
(117.9
|
)
|
OCI before reclassifications
|
—
|
|
|
(2.7
|
)
|
|
27.2
|
|
|
24.5
|
|
||||
Amounts reclassified from AOCI
|
(1.3
|
)
|
|
0.3
|
|
|
—
|
|
|
(1.0
|
)
|
||||
Net current-period OCI
|
(1.3
|
)
|
|
(2.4
|
)
|
|
27.2
|
|
|
23.5
|
|
||||
Balance December 30, 2017
|
$
|
(1.4
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
(76.2
|
)
|
|
$
|
(94.4
|
)
|
OCI before reclassifications
|
(14.5
|
)
|
|
0.2
|
|
|
(25.5
|
)
|
|
(39.8
|
)
|
||||
Amounts reclassified from AOCI
|
6.2
|
|
|
16.9
|
|
|
9.4
|
|
|
32.5
|
|
||||
Net current-period OCI
|
(8.3
|
)
|
|
17.1
|
|
|
(16.1
|
)
|
|
(7.3
|
)
|
||||
Balance December 29, 2018
|
$
|
(9.7
|
)
|
|
$
|
0.3
|
|
|
$
|
(92.3
|
)
|
|
$
|
(101.7
|
)
|
OCI before reclassifications
|
12.9
|
|
|
(1.3
|
)
|
|
13.6
|
|
|
25.2
|
|
||||
Amounts reclassified from AOCI
|
8.0
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
||||
Net current-period OCI
|
20.9
|
|
|
(1.3
|
)
|
|
13.6
|
|
|
33.2
|
|
||||
Balance December 28, 2019
|
$
|
11.2
|
|
|
$
|
(1.0
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(68.5
|
)
|
1
|
All amounts are net of tax.
|
(in millions of U.S. dollars)
|
For the Year Ended
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||
Details About
AOCI Components 1
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
|
|||||||
Gains and losses on derivative instruments
|
|
|
|
|
|
|
|
||||||
Foreign currency and commodity hedges
|
$
|
(8.0
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
1.3
|
|
|
Cost of sales
|
|
$
|
(8.0
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
1.3
|
|
|
Total before taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax (expense) or benefit
|
|||
|
$
|
(8.0
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
1.3
|
|
|
Net of tax
|
Amortization of pension benefit plan items
|
|
|
|
|
|
|
|
||||||
Recognized net actuarial loss 2
|
$
|
—
|
|
|
$
|
(16.9
|
)
|
|
$
|
—
|
|
|
Gain on sale of discontinued operations
|
Actuarial (losses)/gains 3
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
|
|||
|
—
|
|
|
(16.9
|
)
|
|
(0.3
|
)
|
|
Total before taxes
|
|||
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax (expense) or benefit
|
|||
|
$
|
—
|
|
|
$
|
(16.9
|
)
|
|
$
|
(0.3
|
)
|
|
Net of tax
|
Foreign currency translation adjustments
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
Gain on sale of discontinued operations
|
|||
Total reclassifications for the period
|
$
|
(8.0
|
)
|
|
$
|
(32.5
|
)
|
|
$
|
1.0
|
|
|
Net of tax
|
1
|
Amounts in parenthesis 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 year ended December 29, 2018.
|
3
|
This AOCI component is included in the computation of net periodic pension cost.
|
(in millions of U.S. dollars)
|
December 28, 2019
|
|
December 29, 2018
|
||||||||||||
Derivative Contract
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Coffee futures 1
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10.9
|
)
|
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(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 December 28, 2019 and December 29, 2018, the aggregate margin account balances were $6.4 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)
|
December 28, 2019
|
|
December 29, 2018
|
||||
Coffee futures assets
|
$
|
12.1
|
|
|
$
|
0.1
|
|
Coffee futures liabilities
|
(3.5
|
)
|
|
(11.0
|
)
|
||
Net asset (liability)
|
$
|
8.6
|
|
|
$
|
(10.9
|
)
|
|
For the Year Ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
(in millions of U.S. dollars)
|
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
|
$
|
1,166.7
|
|
|
$
|
1,197.3
|
|
Loss on cash flow hedging relationship
|
|
|
|
||||
Coffee futures:
|
|
|
|
||||
Loss reclassified from AOCI into income/expense
|
$
|
8.0
|
|
|
$
|
6.2
|
|
•
|
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.
|
|
December 28, 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
|
493.5
|
|
|
514.5
|
|
|
505.9
|
|
|
521.7
|
|
||||
5.500% senior notes due in 2025 1, 2
|
741.8
|
|
|
775.3
|
|
|
740.2
|
|
|
695.8
|
|
||||
Total
|
$
|
1,235.3
|
|
|
$
|
1,289.8
|
|
|
$
|
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 December 28, 2019 and December 29, 2018 (see Note 17 to the Consolidated Financial Statements).
|
|
Year Ended December 28, 2019
|
||||||||||||||||||
(in millions of U.S. dollars, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Revenue, net
|
$
|
574.1
|
|
|
$
|
604.1
|
|
|
$
|
616.1
|
|
|
$
|
600.2
|
|
|
$
|
2,394.5
|
|
Cost of sales
|
291.2
|
|
|
291.0
|
|
|
289.9
|
|
|
294.6
|
|
|
1,166.7
|
|
|||||
Gross profit
|
282.9
|
|
|
313.1
|
|
|
326.2
|
|
|
305.6
|
|
|
1,227.8
|
|
|||||
Selling, general and administrative expenses
|
272.1
|
|
|
284.2
|
|
|
280.8
|
|
|
275.9
|
|
|
1,113.0
|
|
|||||
Loss on disposal of property plant and equipment, net
|
1.9
|
|
|
1.6
|
|
|
1.1
|
|
|
2.9
|
|
|
7.5
|
|
|||||
Acquisition and integration expenses
|
4.8
|
|
|
2.7
|
|
|
2.7
|
|
|
6.7
|
|
|
16.9
|
|
|||||
Operating income
|
4.1
|
|
|
24.6
|
|
|
41.6
|
|
|
20.1
|
|
|
90.4
|
|
|||||
Net (loss) income from continuing operations
|
(19.7
|
)
|
|
4.4
|
|
|
8.6
|
|
|
6.6
|
|
|
(0.1
|
)
|
|||||
Net income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|
3.0
|
|
|||||
Net (loss) income attributable to Cott Corporation
|
$
|
(19.7
|
)
|
|
$
|
4.4
|
|
|
$
|
10.1
|
|
|
$
|
8.1
|
|
|
$
|
2.9
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income per common share attributable to Cott Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
Net (loss) income
|
$
|
(0.14
|
)
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.02
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
Net (loss) income
|
$
|
(0.14
|
)
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.02
|
|
|
Year Ended December 29, 2018
|
||||||||||||||||||
(in millions of U.S. dollars, except per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
Revenue, net
|
$
|
560.8
|
|
|
$
|
603.6
|
|
|
$
|
609.3
|
|
|
$
|
599.2
|
|
|
$
|
2,372.9
|
|
Cost of sales
|
287.3
|
|
|
302.2
|
|
|
298.8
|
|
|
309.0
|
|
|
1,197.3
|
|
|||||
Gross profit
|
273.5
|
|
|
301.4
|
|
|
310.5
|
|
|
290.2
|
|
|
1,175.6
|
|
|||||
Selling, general and administrative expenses
|
261.1
|
|
|
275.2
|
|
|
279.9
|
|
|
275.9
|
|
|
1,092.1
|
|
|||||
Loss on disposal of property, plant and equipment, net
|
1.3
|
|
|
1.3
|
|
|
1.2
|
|
|
5.6
|
|
|
9.4
|
|
|||||
Acquisition and integration expenses
|
5.0
|
|
|
4.2
|
|
|
1.6
|
|
|
4.5
|
|
|
15.3
|
|
|||||
Operating income
|
6.1
|
|
|
20.7
|
|
|
27.8
|
|
|
4.2
|
|
|
58.8
|
|
|||||
Net income from continuing operations
|
4.6
|
|
|
12.2
|
|
|
8.5
|
|
|
3.6
|
|
|
28.9
|
|
|||||
Net income (loss) from discontinued operations, net of income taxes
|
357.4
|
|
|
(1.4
|
)
|
|
1.5
|
|
|
(2.9
|
)
|
|
354.6
|
|
|||||
Less: Net income attributable to non-controlling interests - discontinued operations
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net income attributable to Cott Corporation
|
$
|
361.4
|
|
|
$
|
10.8
|
|
|
$
|
10.0
|
|
|
$
|
0.7
|
|
|
$
|
382.9
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share attributable to Cott Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.21
|
|
Discontinued operations
|
$
|
2.55
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.54
|
|
Net income
|
$
|
2.58
|
|
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
$
|
2.75
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.21
|
|
Discontinued operations
|
$
|
2.51
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.50
|
|
Net income
|
$
|
2.54
|
|
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
$
|
2.71
|
|
(in millions of U.S. dollars)
|
Year Ended December 28, 2019
|
||||||||||||||||||||||
Description
|
Balance at Beginning of Year
|
|
Reduction in Sales
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions 1
|
|
Balance at End of Year
|
||||||||||||
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivables
|
$
|
(9.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(12.9
|
)
|
|
$
|
0.1
|
|
|
$
|
13.2
|
|
|
$
|
(9.1
|
)
|
Inventories
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(1.2
|
)
|
||||||
Deferred tax assets
|
(98.0
|
)
|
|
—
|
|
|
(19.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(120.3
|
)
|
||||||
|
$
|
(109.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(32.6
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
13.4
|
|
|
$
|
(130.6
|
)
|
(in millions of U.S. dollars)
|
Year Ended December 29, 2018
|
||||||||||||||||||||||
Description
|
Balance at Beginning of Year
|
|
Reduction in Sales
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions 1
|
|
Balance at End of Year
|
||||||||||||
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivables
|
$
|
(7.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(13.9
|
)
|
|
$
|
9.8
|
|
|
$
|
2.1
|
|
|
$
|
(9.6
|
)
|
Inventories
|
(1.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.5
|
|
|
(1.4
|
)
|
||||||
Deferred tax assets 2
|
(129.1
|
)
|
|
—
|
|
|
4.2
|
|
|
26.9
|
|
|
—
|
|
|
(98.0
|
)
|
||||||
|
$
|
(138.4
|
)
|
|
$
|
0.2
|
|
|
$
|
(10.1
|
)
|
|
$
|
36.7
|
|
|
$
|
2.6
|
|
|
$
|
(109.0
|
)
|
(in millions of U.S. dollars)
|
Year Ended December 30, 2017
|
||||||||||||||||||||||
Description
|
Balance at Beginning of Year
|
|
Reduction in Sales
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions 1
|
|
Balance at End of Year
|
||||||||||||
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivables
|
$
|
(6.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(16.2
|
)
|
|
$
|
10.8
|
|
|
$
|
3.8
|
|
|
$
|
(7.8
|
)
|
Inventories
|
(1.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.2
|
|
|
(1.5
|
)
|
||||||
Deferred tax assets
|
(117.7
|
)
|
|
—
|
|
|
(17.6
|
)
|
|
6.2
|
|
|
—
|
|
|
(129.1
|
)
|
||||||
|
$
|
(125.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(34.2
|
)
|
|
$
|
17.0
|
|
|
$
|
4.0
|
|
|
$
|
(138.4
|
)
|
1
|
Deductions primarily represent uncollectible accounts written off.
|
2
|
Amounts charged to other accounts include $35.1 million related to the release of the U.S. valuation allowance recorded through discontinued operations as a result of the Traditional Business Disposition.
|
•
|
an unlimited number of common shares, no par value per share;
|
•
|
an unlimited number of first preferred shares issuable in series;
|
•
|
an unlimited number of first series of first preferred shares designated as Series A Convertible First Preferred Shares;
|
•
|
an unlimited number of second series of first preferred shares designated as Series B Non-Convertible First Preferred Shares;
|
•
|
an unlimited number of second preferred shares issuable in series; and
|
•
|
an unlimited number of first series of second preferred shares designated as convertible, participating voting Second Preferred Shares, Series 1 (the first preferred shares, Series A Convertible First Preferred Shares, Series B
|
|
DATED 14 FEBRUARY 2019
|
|
|
|
|
|
AIMIA FOODS LIMITED
|
(1)
|
|
and
|
|
|
STEVEN KITCHING
|
(2)
|
|
CONTRACT OF EMPLOYMENT
|
|
DATE OF AGREEMENT
|
14 February 2019
|
|
PARTIES
|
||
(1)
|
AIMIA FOODS LIMITED (Company Number 01542173) whose registered office is at Penny Lane, Haydock, Merseyside, WA11 0QZ (the "Company")
|
|
(2)
|
STEVEN KITCHING of [***] ("You")
|
1
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In this agreement the following words and phrases shall have the following meaning:
|
1.2
|
Any reference to a statutory provision includes all re-enactments and modifications of that provision and any regulations made under it or them.
|
1.3
|
The headings in this agreement are for convenience only. They do not form part of this agreement and do not affect its interpretation.
|
2
|
COMMENCEMENT
|
3
|
JOB TITLE/DUTIES
|
3.1
|
Your job title is Executive Chair, Route Based Services and Chairman, UK. You will report to Tom Harrington (CEO of Cott Corporation).
|
3.2
|
You acknowledge and agree that you will at all times during your employment (including during any period of suspension or while on garden leave in accordance with clause 17.3), be subject to a duty of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, without limitation, the obligation throughout the duration of this agreement:
|
(a)
|
not to compete with any Group Company;
|
(b)
|
not to make preparations (during such hours as you should be providing services under this agreement) to compete with any Group Company after this agreement has terminated;
|
(c)
|
not to solicit in competition with any Group Company any customer or customers of any Group Company;
|
(d)
|
not to entertain invitations to provide services either in a personal capacity or on behalf of any third party from actual or prospective customers of any Group Company where such invitations relate to services which could be provided by any Group Company;
|
(e)
|
not to offer employment elsewhere to employees of any Group Company;
|
(f)
|
not to copy or memorise Confidential Information (as defined in clause 13) or trade secrets of any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of any Group Company;
|
(g)
|
not without the prior written consent of the Company engage in any form of business or employment other than your employment with the Group whether inside or outside your normal hours of work. In the event permission is granted for you to engage in other employment outside your normal hours of work, you are required to notify the Company of the hours worked each week and to discontinue it if an actual or potential conflict of interest between that activity and your work for the Company arises; and
|
(h)
|
not to encourage, procure or assist any third party to do anything which, if done by you, would be a breach of (a) to (f) above.
|
4
|
TRAVEL
|
4.1
|
You may be required to travel on Company business. This may involve travelling outside normal business hours and at weekends and bank or public holidays should the need arise. Reasonable expenses will be paid for such travel as detailed in clause 7.
|
4.2
|
For the purposes of Part 1 of the Employment Rights Act 1996, it is not expected that you will be required to work outside the United Kingdom for more than one month at a time.
|
5
|
REMUNERATION
|
6
|
BONUS TARGET
|
6.1
|
The amount of your bonus target is 75% of your Salary.
|
6.2
|
Please note that the bonus plan is entirely discretionary, and the Company reserves in its absolute discretion the right to terminate or amend it or any other bonus plan that may be established.
|
7
|
BUSINESS EXPENSES
|
8
|
PENSION SCHEME
|
9
|
CAR ALLOWANCE
|
10
|
OTHER BENEFITS
|
(a)
|
life assurance scheme; and
|
(b)
|
private medical expenses insurance scheme (immediate family cover).
|
11
|
HOLIDAYS
|
11.1
|
You are entitled to 13 working days' paid holiday in each complete holiday year, which is exclusive of bank/public holidays. The rate of pay due in respect of each bank holiday or working day’s paid holiday will consist of the proportion of your Salary that is relative to the normal hours of work of the day in question.
|
11.2
|
Entitlement to holidays and holiday pay cannot be carried over to the next holiday year or brought forward except by prior written agreement from the Company. There is no payment in lieu in respect of any holiday untaken at the end of the holiday year.
|
11.3
|
On termination of your employment, your entitlement to accrued holiday pay will be directly in proportion to your service during the holiday year in which the termination took place. If on termination of employment you have taken holidays in excess of the holidays equivalent to the proportion of the holiday year in which you have been employed by the Company up to the date of termination, the Company will be entitled to deduct from any sums payable to you a sum in respect of each day’s holiday taken in excess of such entitlement.
|
12
|
INCAPACITY
|
12.1
|
Information relating to the Company’s sickness procedure and your entitlement to sick pay can be found in the Staff Handbook. Any Company sick pay paid in addition to Statutory Sick Pay is paid at the absolute discretion of the Company.
|
12.2
|
If you are absent by reason of sickness, injury or other incapacity, you agree at the request of the Company to undergo one or more medical examinations performed by a doctor appointed and paid for by the Company. You authorise the Company to have unconditional access to any report produced as a result of such examination and to any relevant medical information held on you by your own doctor.
|
13
|
CONFIDENTIALITY
|
13.1
|
During your employment, you will be exposed to information about the business, technology, processes, products, plans, financial or other information or data of the Group and that of the Group’s suppliers and customers which may amount to a trade secret, be confidential or commercially sensitive and which if misused or disclosed could cause significant harm to the Group. Such information, whether communicated to you in writing, on computer disk or in any other medium (and whether or not it is marked as confidential), is referred to in this agreement as "Confidential Information" and includes without limitation:
|
(a)
|
details of how the Group prices its products or services including any discounts or non-standard terms offered to any clients;
|
(b)
|
the Group's Intellectual Property Rights;
|
(c)
|
information relating to the Group's suppliers and the terms and conditions (including any prices and discounts) agreed with them;
|
(d)
|
information relating to the Group's clients or customers and the terms and conditions (including any prices and discounts) agreed with them;
|
(e)
|
research and development projects of the Group;
|
(f)
|
the Group's marketing and sales strategies and plans;
|
(g)
|
potential acquisitions and disposals by the Group;
|
(h)
|
the Group's financial and sales performance;
|
(i)
|
any processes, inventions, designs, know-how, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Group; and
|
(j)
|
any other categories of confidential information that we want to protect and which we notify to you in writing as being confidential or which by its nature or the surrounding circumstances is clearly confidential.
|
13.2
|
You will not during the term of this agreement or following its termination use, disclose or permit to be used or disclosed (except in connection with the performance of your duties or as required by law) any Confidential Information.
|
13.3
|
The restrictions contained in this clause do not apply to:
|
(a)
|
any disclosure authorised by the Company or required in the ordinary and proper course of your employment or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority or otherwise required by obligation of public law;
|
(b)
|
any information that you can demonstrate was known to you prior to the commencement of your employment by any Group Company;
|
(c)
|
any information which is already in, or comes into, the public domain other than through your unauthorised disclosure or breach of confidence; or
|
(d)
|
any information being a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
|
13.4
|
The provisions of this clause 13 shall survive any termination of this agreement and shall remain in force in relation to any item of Confidential Information for so long as it is still properly regarded by the Company as being confidential.
|
14
|
INTELLECTUAL PROPERTY
|
14.1
|
You will promptly disclose in writing to us full details of any works of any nature which you make (alone or with others) during the course of your employment with us.
|
14.2
|
Subject to sections 39 – 42 of the Patents Act 1977, all Intellectual Property Rights existing (or which may in the future exist) in any works created by you during the course of your employment or by using materials, tools, information or opportunities made available to you through your employment shall belong to us and you hereby assign all such Intellectual Property Rights to us, free from all encumbrances.
|
14.3
|
Subject to sections 39 – 42 of the Patents Act 1977, if required by us to do so, whether during or after the termination of your employment, you will sign any documents and do anything necessary to give effect to this clause 14.
|
14.4
|
You hereby waive, on a worldwide basis, in favour of us all your rights pursuant to sections 77 - 89 inclusive of the Copyright Designs and Patent Act 1988 in any works you may create during the course of your employment.
|
14.5
|
You hereby appoint the Company to be your attorney in your name and on your behalf to execute or complete any document or do any such thing and generally to use your name for the purposes of giving to us (or our nominee or successors) the full benefit of the provisions of this clause 14.
|
14.6
|
The provisions of this clause 14 shall remain in full force and effect following any termination of this agreement for any reason, whether such termination is lawful or not.
|
15
|
RESTRICTIVE COVENANTS
|
15.1
|
You agree that you will comply with the post-termination obligations set out in Schedule 1 of this agreement.
|
15.2
|
You will not, either during your employment or at any time after its termination, knowingly make any untrue or misleading statement in relation to any Group Company and you should not from the date your employment is terminated represent yourself as still being employed by or connected with any Group Company unless the particulars are specifically agreed in writing with the Company.
|
15.3
|
If you apply for or are offered new employment or a new appointment or engagement before entering into any related contract, you agree to bring the terms of Schedule 1 of this agreement to the attention of a third party proposing directly or indirectly to employ, engage or appoint you.
|
16
|
DISCIPLINARY AND GRIEVANCE PROCEDURES
|
16.1
|
The Company's disciplinary and grievance procedures are set out in the Staff Handbook. Those procedures do not form part of your contract of employment.
|
16.2
|
If you have any grievance relating to your employment, you should raise it in the first instance with the CEO, in accordance with the Company’s grievance procedure.
|
16.3
|
If you are dissatisfied with any disciplinary decision taken against you, you may appeal to the CEO within 5 working days.
|
17
|
TERMINATION
|
17.1
|
The period of written notice required to be given by you or by the Company to terminate your employment shall be 9 months’.
|
17.2
|
The Company reserves the right to dismiss you without notice or payment in lieu of notice if it has reasonable grounds to believe you are guilty of gross misconduct or gross negligence or if there are other substantial grounds justifying your immediate dismissal including any significant breach of your contractual obligations.
|
17.3
|
During any period of notice, and provided that the Company continues to pay your Salary and all benefits to which you are contractually entitled (or to pay a sum in lieu of the value of such benefits) until the termination of your employment, you agree that the Company is entitled at its absolute discretion to place you on garden leave. During any such period of garden leave you must not, except as authorised by the Company:
|
(a)
|
attend any premises of any Group Company during the remaining period of your notice (or any part of such period); and
|
(b)
|
make contact (including socially) with any employees, agents, suppliers or customers or clients of any Group Company except as directed by the Company during the remaining period of your notice (or any part of such period).
|
17.4
|
In addition to clause 17.3, during any period of garden leave, the Company may require you to:
|
(a)
|
not carry out your duties or exercise your responsibilities under this agreement during the remaining period of your notice period (or any part of such period);
|
(b)
|
return to the Company all documents, computer disks, laptop computers, Blackberry, mobile telephone, iPhones or similar devices and other property (including summaries, extracts or copies) belonging to the Company (or any Group Company or to its or their clients or customers;
|
(c)
|
carry out exceptional duties or special projects outside the normal scope of your duties and responsibilities.
|
17.5
|
Whether or not either party has served notice to terminate this agreement under clause 17.1, the Company may, at its absolute discretion, terminate your employment at any time by notifying you in writing that it is exercising its right under this clause 17.5 to dismiss you with immediate effect and that it will be making a payment to you in line with the provisions of this clause 17.5 and of clause 17.6. Such a payment will be equivalent to your basic annual salary and contractual benefits (subject to deduction of tax and National Insurance contributions) which would have been payable during your notice period or any unexpired balance thereof.
|
17.6
|
We reserve the right to pay any sums due under clause 17.5 in equal monthly instalments during what would have been the unexpired portion of your contractual notice period.
|
17.7
|
If we terminate your employment without the written notification referred to in clause 17.5 then you will have no contractual entitlement to the pay in lieu of notice referred to in that clause.
|
18
|
DEDUCTIONS
|
19
|
DATA PROTECTION
|
19.1
|
The Company places the highest importance on compliance with all applicable data protection laws in force from time to time, including but not limited to the General Data Protection Regulation as enacted into UK law (“Data Protection Laws”).
|
19.2
|
The Company shall hold and process personal data (including special categories of personal data) relating to you in manual and automated filing systems. Details about how and why the Company generally processes employee personal data (including your personal data) are set out in the Company's staff privacy notice, the current version of which is available from HR. By entering into this agreement, you confirm that you have read and understood the Company's staff privacy notice.
|
19.3
|
It is important that all Company employees take appropriate steps to protect personal data and use it lawfully. Accordingly, you shall treat all personal data relating to any person, whether within or outside the Company, which you acquire in the proper course of your employment in effect as if it were confidential information of the Company and shall not do or omit to do anything that would put the Company in breach of Data Protection Laws. You also confirm that you will comply with the Company’s current data protection policy and other Company policies relating to the security and use of personal data, copies of which are available from HR. A failure to comply with these policies may be dealt with under the Company’s disciplinary procedure and, in deliberate or very serious cases of data misuse, may be treated as gross misconduct potentially leading to summary dismissal.
|
19.4
|
You agree to keep the Company informed of any changes to your personal data.
|
20
|
COLLECTIVE AGREEMENTS
|
21
|
NOTICES
|
21.1
|
Any notice to be given under this agreement to you may be given to you personally or sent to you by pre-paid first class letter addressed to you at your last known place of residence. Any notice to be given to the Company should be addressed to the Chief Executive Officer of Cott Corporation with a copy to the Vice President, General Counsel and Company Secretary and may be served by leaving it at or sending it by pre-paid first class letter to him at our registered office for the time being.
|
21.2
|
Any such notice will be deemed to have been received: if delivered personally, at the time the notice is left at the address or given to the addressee; or in the case of pre-paid first class post, at 9am on the second business day after posting.
|
22
|
ENTIRE AGREEMENT
|
23
|
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
|
24
|
SEVERANCE
|
(a)
|
such provision shall be deemed deleted and severed from this agreement;
|
(b)
|
amendments to this agreement may be made by the addition or deletion of wording as appropriate to replace the invalid part or provision with such provision that retains the closest possible effect to the invalid provision or part and is both valid and enforceable; and
|
(c)
|
the validity and enforceability of the other provisions of this agreement shall not be affected.
|
25
|
GOVERNING LAW AND JURISDICTION
|
25.1
|
This agreement will be governed by and construed in accordance with the law of England and Wales.
|
25.2
|
The parties submit to the exclusive jurisdiction of the courts of England and Wales in connection with any claim, dispute or matter arising out of or relating to this agreement.
|
25.3
|
Any delay by the Company in exercising any of its rights under this agreement will not constitute a waiver of such rights.
|
1.1
|
You undertake that you will not without the Company's prior written approval, whether by yourself or on behalf of any other person, firm or company whether directly or indirectly:
|
(a)
|
during the period of 12 months following the termination of your employment solicit or seek to obtain orders for Restricted Services and/or Restricted Products from any Restricted Customer;
|
(b)
|
during the period of 12 months following the termination of your employment provide any Restricted Services and/or Restricted Products to any Restricted Customer;
|
(c)
|
during the period of 12 months following the termination of your employment persuade or attempt to persuade any Restricted Employee to terminate their employment with the Company whether or not that employee is thereby in breach of their own contract with the Company;
|
(d)
|
during the period of 12 months following the termination of your employment be engaged, concerned or interested, whether as a principal, shareholder, partner, employee, or agent or otherwise, in (or otherwise within the Restricted Territory carry on or be engaged or concerned or interested in, or provide technical, commercial or professional advice to) any business which supplies Restricted Products and/or Restricted Services in competition with any Group Company.
|
1.2
|
For the purposes of clause 1.1 the following words and phrases shall have the following meanings:
|
(a)
|
"Restricted Customer" means any person, firm or company who is or was a client or customer of the Company for the sale or supply of Restricted Services and/or Restricted Products or in the habit of dealing with the Company for the sale or supply of Restricted Services and/or Restricted Products during the last 12 months of your employment.
|
(b)
|
"Restricted Employee" means any person employed by the Company at the date on which your employment is terminated who is a senior manager, senior new business person or executive or is of the same or similar grade to you.
|
(c)
|
"Restricted Products" means products of the same kind or of a materially similar kind as those provided by the Company during the 12 months immediately prior to the termination of your employment.
|
(d)
|
"Restricted Services" means services of the same kind or of a materially similar kind as those provided by the Company during the 12 months immediately prior to the termination of your employment.
|
(e)
|
"Restricted Territory" means the UK.
|
1.3
|
Each of these covenants is independent and severable from the other covenants and enforceable accordingly. If any covenant is unenforceable for any reason but would be enforceable if part of the wording was deleted, it will apply with such deletions as may be necessary to make it valid and enforceable.
|
1.4
|
The duration of these restrictive covenants is reduced by an amount equal to the time that we place you on garden leave.
|
|
EXECUTED as a deed by AIMIA FOODS LIMITED acting by a director in the presence of:
|
||
|
Director
|
|
|
|
Signature :
|
/s/ Claire Duffy
|
|
|
Name :
|
Claire Duffy
|
|
|
Witness
|
|
|
|
Signature :
|
/s/ Matthew Vernon
|
|
|
Name :
|
Matthew Vernon
|
|
SIGNED as a deed by STEVEN KITCHING in the presence of:
|
|
||
|
|
||
Signature :
|
/s/ Steven Kitching
|
||
Name :
|
Steven Kitching
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation or Organization
|
Direct or Indirect Percentage of Ownership
|
1
|
Aimia Foods EBT Company Limited
|
United Kingdom
|
100%
|
2
|
Aimia Foods Group Limited
|
United Kingdom
|
100%
|
3
|
Aimia Foods Holdings Limited
|
United Kingdom
|
100%
|
4
|
Aimia Foods Limited
|
United Kingdom
|
100%
|
5
|
Aquaterra Corporation
|
Canada
|
100%
|
6
|
Café Espresso Italia Ltd
|
Israel
|
100%
|
7
|
Carbon Netherlands B.V.
|
Netherlands
|
100%
|
8
|
Chateau d'Eau SAS
|
France
|
100%
|
9
|
Chateaud’eau Sarl
|
France
|
100%
|
10
|
Clearwater Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság
|
Hungary
|
100%
|
11
|
Cott (Barbados) IBC Ltd.
|
Barbados
|
100%
|
12
|
Cott Beverages Netherlands B.V.
|
Netherlands
|
100%
|
13
|
Cott Cayman
|
Cayman Islands
|
100%
|
14
|
Cott Europe Trading Limited
|
United Kingdom
|
100%
|
15
|
Cott Holdings Inc.
|
Delaware
|
100%
|
16
|
Cott Limited
|
United Kingdom
|
100%
|
17
|
Cott Retail Brands Limited
|
United Kingdom
|
100%
|
18
|
Cott Switzerland GmbH
|
Switzerland
|
100%
|
19
|
Cott UK Acquisition Limited
|
United Kingdom
|
100%
|
20
|
Cott Ventures UK Limited
|
United Kingdom
|
100%
|
21
|
Decantae Mineral Water Limited
|
United Kingdom
|
100%
|
22
|
Dispensing Coffee Club (IAI-2003) Ltd
|
Israel
|
100%
|
23
|
DS Customer Care, LLC
|
Delaware
|
100%
|
24
|
DS Services of America, Inc.
|
Delaware
|
100%
|
25
|
Eden Centro Especial De Empleo S.L.U.
|
Spain
|
100%
|
26
|
Eden Distrybucja Sp. Zoo
|
Poland
|
100%
|
27
|
Eden Springs (Denmark) AS
|
Denmark
|
100%
|
28
|
Eden Springs (Deutschland) GmbH
|
Germany
|
100%
|
29
|
Eden Springs (Europe) S.A.
|
Switzerland
|
100%
|
30
|
Eden Springs (Norway) AS
|
Norway
|
100%
|
31
|
Eden Springs (Sweden) AB
|
Sweden
|
100%
|
32
|
Eden Springs (Switzerland) SA
|
Switzerland
|
100%
|
33
|
Eden Springs Espana S.A.U
|
Spain
|
100%
|
34
|
Eden Springs Estonia OÜ
|
Estonia
|
100%
|
35
|
Eden Springs Hellas SA
|
Greece
|
99.995%
|
36
|
Eden Springs i Porla Brunn AB
|
Sweden
|
100%
|
37
|
Eden Springs International S.A.
|
Switzerland
|
100%
|
38
|
Eden Springs Latvia SIA
|
Latvia
|
100%
|
1.
|
I have reviewed this annual report on Form 10-K 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 Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Thomas J. Harrington
|
Thomas J. Harrington
|
Chief Executive Officer
|
Dated: February 26, 2020
|
1.
|
I have reviewed this annual report on Form 10-K 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 Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
/s/ Jay Wells
|
Jay Wells
|
Chief Financial and Administrative Officer
|
Dated: February 26, 2020
|
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
|