Notes to Consolidated Financial Statements
Description of Business
Cott Corporation, together with its consolidated subsidiaries (Cott, the Company, our Company,
Cott Corporation, we, us, or our), is one of the worlds largest producers of beverages on behalf of retailers, brand owners and distributors. Our product lines include carbonated soft drinks
(CSDs), 100% shelf stable juice and juice-based products, clear, still and sparkling flavored waters, energy products, sports products, new age beverages, and ready-to-drink teas, as well as alcoholic beverages for brand owners.
Note 1Summary of Significant Accounting Policies
Basis of presentation
These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) using the U.S. dollar as the reporting currency, as the
majority of our business and the majority of our shareowners are in the United States.
For the years ended December 29,
2012, December 31, 2011 and January 1, 2011, we had 52 weeks of activity.
We have five reporting
segmentsNorth America (which includes our U.S. operating segment and Canada operating segment), United Kingdom (U.K.) (which includes our United Kingdom reporting unit and our Continental European reporting unit), Mexico, Royal
Crown International (RCI) and All Other.
Basis of consolidation
The financial statements consolidate our accounts, our wholly-owned and majority-owned subsidiaries and joint ventures which we control.
All intercompany transactions and accounts have been eliminated in consolidation.
Estimates
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenue and expenses during the reporting period. Actual results could differ from those
estimates. The consolidated financial statements include estimates and assumptions which, in the opinion of management, were significant to the underlying amounts representing the future valuation of intangible assets, long-lived assets and
goodwill, accounting for share-based compensation, realization of deferred income tax assets and the resolution of tax contingencies.
Revenue recognition
We
recognize revenue, net of sales returns, when ownership passes to customers for products manufactured in our own plants and/or by third parties on our behalf, and when prices to our customers are fixed and collection is reasonably assured. This may
be upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue. Although we accept returns of products from our customers occasionally, such
returns, historically, have not been material.
Sales incentives
We participate in various incentive programs with our customers, including volume-based incentives, contractual rebates and promotional
allowances. Volume incentives are based on our customers achieving volume targets for a period of time. Volume incentives and contractual rebates are deducted from revenue and accrued as the incentives are earned and are based on managements
estimate of the total the customer is expected to earn and claim. Promotional allowances are accrued at time of revenue recognition and deducted from revenue based on either the volume shipped or the volume sold at the retailer location, depending
on the terms of the allowance. We regularly review customer sales forecasts to ensure volume targets will be met and adjust incentive accruals and revenues accordingly.
Cost of sales
We record shipping and handling and finished goods inventory
costs in cost of sales. Finished goods inventory costs include the cost of direct labor and materials and the applicable share of overhead expense chargeable to production.
F-8
Selling, general and administrative expenses
We record all other expenses not charged to production as selling, general and administrative expenses.
Share-based compensation
Share-based compensation expense for all share-based compensation awards is based on the grant-date fair value. We recognized these
compensation costs net of a forfeiture rate on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years. No estimated forfeitures were included in the calculation of share-based
compensation for the 2012, 2011 and 2010 share-based awards.
Additional paid-in capital is adjusted by the tax impact related
to the difference between the amount deducted for tax purposes and the compensation cost for accounting purposes. Where the tax deduction exceeds book compensation cost, an increase in additional paid-in capital is recorded. Where the tax deduction
is less than book compensation cost, a reduction in additional paid-in capital is recorded to the extent there is an accumulated balance or charged to income tax expense if a shortfall remains after the accumulated additional paid-in capital is
brought to zero.
Cash and cash equivalents
Cash and cash equivalents include all highly liquid investments with original maturities not exceeding three months at the time of purchase. The fair values of our cash and cash equivalents approximate
the amounts shown on our Consolidated Balance Sheets due to their short-term nature.
Allowance for doubtful accounts
A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and sales returns and deductions.
Our accounting policy for the allowance for doubtful accounts requires us to reserve an amount based on the evaluation of the aging of accounts receivable, sales return trend analysis, detailed analysis of high-risk customers accounts, and the
overall market and economic conditions of our customers.
Inventories
Inventories are stated at the lower of cost, determined on the first-in, first-out method, or net realizable value. Returnable bottles are
valued at the lower of cost, deposit value or net realizable value. Finished goods and work-in-process include the cost of raw materials, direct labor and manufacturing overhead costs. As a result, we use an inventory reserve to adjust our costs
down to a net realizable value and to reserve for estimated obsolescence of both raw and finished goods.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of
sales and selling, general and administration expenses and is determined using the straight-line method over the estimated useful lives of the assets as follows:
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Buildings
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10 to 40 years
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Machinery and equipment
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7 to 15 years
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Furniture and fixtures
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3 to 10 years
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Plates, films and molds
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1 to 10 years
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Vending
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5 to 10 years
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Transportation equipment
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3 to 15 years
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IT Systems
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3 to 7 years
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Leasehold improvements are amortized using the straight-line method over the remaining life of the lease
or useful life, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred.
F-9
Goodwill and indefinite life intangible assets:
The following table summarizes our goodwill on a reporting segment basis as of December 29, 2012 and December 31, 2011:
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(in millions of U.S. dollars)
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December 29, 2012
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December 31, 2011
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North America
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Balance at beginning of year
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$
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125.1
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$
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125.7
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Goodwill acquired during the year
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Foreign exchange
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0.7
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(0.6
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)
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Balance at end of year
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$
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125.8
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$
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125.1
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RCI
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Balance at beginning of year
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$
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4.5
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$
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4.5
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Goodwill acquired during the year
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Foreign exchange
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Balance at end of year
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$
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4.5
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$
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4.5
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Total
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Balance at beginning of year
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$
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129.6
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$
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130.2
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Goodwill acquired during the year
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Foreign exchange
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0.7
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(0.6
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)
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Balance at end of year
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$
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130.3
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$
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129.6
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Goodwill represents the excess purchase price of acquired businesses over the fair value of the net
assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually in the fourth quarter or more frequently if we determine a triggering event has occurred during the year. Any impairment loss is recognized in our
results of operations. We evaluate goodwill for impairment on a reporting unit basis. Reporting units are operations for which discrete financial information is available, and are at or one level below our operating segments. For the purpose of
testing goodwill for impairment, our reporting units are U.S., Canada and RCI. We had goodwill of $130.3 million on our balance sheet at December 29, 2012, which represents amounts for the U.S., Canada and the RCI reporting units.
In 2012, for our Canada and RCI reporting units, we assessed qualitative factors to determine whether the existence of events or
circumstances indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. If, after assessing the totality of events or circumstances, we had determined that it was more likely than not
that the fair value of the reporting unit was less than its carrying amount, then we would have performed the first step of the two-step goodwill impairment test. We concluded that it was more likely than not that the fair value of each reporting
unit was more than its carrying amount and therefore we were not required to perform the first step of the two-step goodwill impairment test.
For our U.S. reporting unit, we chose to bypass the qualitative assessment and performed the first step of the two-step goodwill impairment test using a mix of the income approach (which is based on the
discounted cash flow of the reporting unit) and the public company approach. We believe using a combination of the two approaches provides a more accurate valuation because it incorporates the actual cash generation of the Company in addition to how
a third party market participant would value the reporting unit. Because the business is assumed to continue in perpetuity, the discounted future cash flow includes a terminal value. We used a weighted average terminal growth rate of 1% for our U.S.
reporting unit in 2012 and 2011. The long-term growth assumptions incorporated into the discounted cash flow calculation reflect our long-term view of the market (including a decline in CSD demand), projected changes in the sale of our products,
pricing of such products and operating profit margins. The estimated revenue changes in this analysis for the U.S. reporting unit ranged between -1.4% and 3.0% for 2012 and 2.2% and 3.4% for 2011.
The discount rate used for the fair value estimates in this analysis was 10.5% for 2012 and ranged from 11% to 12% for 2011 and 10% to
12% for 2010. These rates were based on the weighted average cost of capital a market participant would use if evaluating the reporting unit as an investment. The risk-free rate was 2.4% and 2.6% for 2012 and 2011, respectively, and was based on a
20-year U.S. Treasury Bill as of the valuation date.
F-10
Each year during the fourth quarter, we re-evaluate the assumptions used to reflect changes
in the business environment, such as revenue growth rates, operating profit margins and discount rate. Based on the evaluations performed this year, we determined that the fair value of our reporting units exceeded their carrying amounts.
Intangible and other assets
As of December 29, 2012, other intangible assets were $270.4 million, consisting principally of $225.0 million of customer relationships that arose from acquisitions, $13.3 million of financing
costs, $15.0 million of information technology assets, and $5.5 million of trademarks. Customer relationships are amortized on a straight-line basis for the period over which we expect to receive economic benefits. We review the estimated useful
life of these intangible assets annually, taking into consideration the specific net cash flows related to the intangible asset, unless a review is required more frequently due to a triggering event such as the loss of a customer. The permanent loss
or significant decline in sales to any customer included in the intangible asset would result in impairment in the value of the intangible asset or accelerated amortization and could lead to an impairment of fixed assets that were used to service
that customer. In 2010, we recorded $216.9 million of customer relationships acquired in connection with the Cliffstar Acquisition. In 2012 and 2011, we recorded an asset impairment charge of nil and $1.4 million, respectively, related primarily to
customer relationships.
Our only intangible asset with an indefinite life relates to the 2001 acquisition of intellectual
property from Royal Crown Company, Inc., including the right to manufacture our concentrates, with all related inventions, processes, technologies, technical and manufacturing information, know-how and the use of the Royal Crown brand outside of
North America and Mexico (the Rights). This asset has a net book value of $45.0 million. Prior to 2001, we paid a volume based royalty to the Royal Crown Company for purchase of concentrates. There are no legal, regulatory, contractual,
competitive, economic, or other factors that limit the useful life of this intangible.
The life of the Rights is considered
to be indefinite and therefore not amortized, but instead is tested at least annually for impairment or more frequently if we determine a triggering event has occurred during the year. We compare the carrying amount of the Rights to their fair value
and where the carrying amount is greater than the fair value, we recognize in income an impairment loss. To determine fair value, we use a relief from royalty method, which calculates a fair value royalty rate that is applied to a forecast of future
volume shipments of concentrate that is used to produce CSDs. The forecast of future volumes is based on the estimated inter-plant shipments and RCI shipments. The relief from royalty method is used since the Rights were purchased in part to avoid
making future royalty payments for concentrate to the Royal Crown Company. The resulting cash flows are discounted using a discount rate of 14.5% and estimated volume changes between 1.0% and 10.0%. No impairment was calculated for the year ended
December 29, 2012. Absent any other changes, if our inter-plant concentrate volume declines by 1.0% from our estimated volume, the fair value of our Rights would decline by approximately $1.5 million. If our RCI volume declines by 1.0% from our
estimated volume, the fair value of the Rights would decline by approximately $2.6 million. If our discount rate increases by 100 basis points, the fair value of the Rights would decline by approximately $5.2 million. None of these adjustments would
result in an impairment of our Rights as either a stand-alone adjustment or in combination.
Impairment of long-lived assets
When adverse events occur, we compare the carrying amount of long-lived assets to the estimated undiscounted future cash
flows at the lowest level of independent cash flows for the group of long-lived assets and recognize any impairment loss in the Consolidated Statements of Operations, taking into consideration the timing of testing and the assets remaining
useful life. The expected life and value of these long-lived assets is based on an evaluation of the competitive environment, history and future prospects as appropriate. In 2011, we recorded an impairment of long-lived assets of $0.6 million
related to a production plant in Mexico that ceased operations. We did not record impairments of long-lived assets in 2012 or 2010.
Foreign currency translation
The assets and liabilities of non-U.S. active operations, all of which are self-sustaining, are translated to U.S. dollars at the exchange rates in effect at the balance sheet dates. Revenues and expenses
are translated using average monthly exchange rates prevailing during the period. The resulting gains or losses are recorded in accumulated comprehensive income under shareowners equity.
F-11
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the accounting values of assets and liabilities and
their related tax bases using currently enacted income tax rates. A valuation allowance is established to reduce deferred income tax assets if, on the basis of available evidence, it is not more likely than not that all or a portion of any deferred
tax assets will be realized. We classify interest and income tax penalties as income tax expense (benefit).
We account for
uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on
audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon
ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is
based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a
tax benefit or an additional charge to the tax provision.
We recognize interest and penalties related to unrecognized tax
benefits within the income tax expense line in the accompanying Consolidated Statements of Operations, and we include accrued interest and penalties within the income tax payable or receivable account in the Consolidated Balance Sheets.
Pension costs
We record
annual amounts relating to defined benefit pension plans based on calculations, which include various actuarial assumptions such as discount rates and assumed rates of return depending on the pension plan. Material changes in pension costs may occur
in the future due to changes in these assumptions. Future annual amounts could be impacted by changes in the discount rate, changes in the expected long-term rate of return, changes in the level of contributions to the plans and other factors. The
funded status is the difference between the fair value of plan assets and the benefit obligation. Future actuarial gains or losses that are not recognized as net periodic benefits cost in the same periods will be recognized as a component of other
comprehensive income.
Recently issued accounting pronouncements
ASU 2011-08IntangiblesGoodwill and Other: Testing Goodwill for Impairment
In September 2011, the Financial Accounting Standards Board (FASB) amended its guidance in regards to testing goodwill for impairment to address concern raised about the cost and complexity of
performing the first step of the two-step goodwill impairment test required under Accounting Standards Codification (ASC) Topic 350 Intangibles-Goodwill and Other. The objective of this update is to simplify how
entities, both public and nonpublic, test goodwill for impairment. The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The
amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We have adopted this guidance and incorporated it into our goodwill assessment procedures.
ASU 2011-12 Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of
Accumulated Other Comprehensive Income in Accounting Standards Update (ASU) No. 2011-05
In November 2011,
the FASB deferred part of the new rules on the presentation of other comprehensive income as required by ASU 2011-05. As written, the guidance in ASU 2011-05 would have required that reclassification adjustments from other comprehensive income to
net income be presented by income statement line item. Most respondents pointed out that the information required for separate presentation of reclassification adjustments in the statements may not be available in a timely manner due to the fact
that there is currently no process and control in place to collect and summarize the level of detailed information required for such presentation. The amendments in this ASU are effective at the same time as the amendments in ASU 2011-05 so that
entities will not be required to comply with the presentation requirements in ASU 2011-05 that this ASU is deferring. The deferral is effective for the fiscal year beginning after December 15, 2011.
F-12
ASU 2012-02IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived
Intangible Assets for Impairment
In July 2012, the FASB amended its guidance in regards to testing indefinite-lived
intangible assets for impairment in order to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in
impairment testing guidance among long-lived asset categories. The amendment permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for
determining whether it is necessary to perform the quantitative impairment test in accordance with ASC Subtopic 350-30, IntangiblesGoodwill and Other
General Intangibles Other than Goodwill
. The more-likely-than-not
threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for
annual and interim impairment tests performed as of a date before July 27, 2012, if a public entitys financial statements for the most recent annual or interim period have not yet been issued. We are currently assessing the impact of this
standard on our consolidated financial statements.
Note 2Acquisition
In March of 2012, our U.K. reporting segment acquired a beverage and wholesale business based in Scotland for
approximately $5.0 million. The business was purchased from a company in administration and provides a number of benefits to our U.K. reporting segment, including increased product offerings, logistical synergies and access to an additional
production line. The acquisition has been accounted for using the purchase method of accounting for business combinations, and related operating results are included in the Consolidated Statements of Operations for the periods subsequent to the
acquisition. The identified assets, which included inventory, property, plant and equipment, trade names and customer lists, were recorded at their estimated fair values, which exceeded the fair value of the purchase price of the business.
Accordingly, the acquisition has been accounted for as a bargain purchase and, as a result, we recognized a gain of approximately $0.9 million associated with the acquisition. The gain is included in the other (income) expense, net section of
the Consolidated Statements of Operations.
On August 17, 2010, we completed the acquisition of substantially all of the
assets and liabilities of Cliffstar Corporation (Cliffstar) and its affiliated companies for approximately $503.0 million in cash, $14.0 million in deferred consideration payable in equal installments over three years and contingent
consideration of up to $55.0 million (the Cliffstar Acquisition). The first $15.0 million of the contingent consideration was paid upon the achievement of milestones in certain expansion projects in 2010. The remainder of the contingent
consideration was to be calculated based on the achievement of certain performance measures during the fiscal year ending January 1, 2011.
In 2011, the seller of Cliffstar raised certain objections to the performance measures used to calculate the contingent consideration, and the parties commenced the dispute resolution mechanism provided
for in the asset purchase agreement. During 2011, Cott made interim payments to the seller equal to $29.6 million which was net of a $4.7 million refund due to Cott and included $0.9 million in settlement of certain of the sellers objections
to the calculation of the contingent consideration. The sellers claims for an additional $12.1 million in contingent consideration were submitted to binding arbitration pursuant to the asset purchase agreement and favorably resolved by payment
by Cott in February 2013 of approximately $0.6 million.
The Cliffstar Acquisition was financed through the issuance of $375.0
million aggregate principal amount of 8.125% senior notes due 2018 (the 2018 Notes), the underwritten public offering of 13.4 million of our common shares (the Equity Offering) and borrowings under our credit facility,
which we refinanced in connection with the Cliffstar Acquisition, to increase the amount available for borrowings to $275.0 million.
Our primary reasons for the Cliffstar Acquisition were to expand Cotts product portfolio and manufacturing capabilities, enhance our customer offering and growth prospects, and improve our strategic
platform for the future.
The Cliffstar Acquisition is being accounted for under the purchase accounting method, in accordance
with ASC 805, Business Combinations, with the assets and liabilities acquired recorded at their fair values at the date of the Cliffstar Acquisition. Identified intangible assets, goodwill and property, plant and equipment are recorded
at their estimated fair values per valuations. The results of operations of the acquired business have been included in our operating results beginning as of the date of the Cliffstar Acquisition. We allocated the purchase price of the Cliffstar
Acquisition to tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The fair value assigned to
identifiable intangible assets acquired was based on estimates and assumptions made by management. Intangible assets are amortized using the straight-line amortization method.
F-13
In addition to the purchase price, we incurred $7.2 million of acquisition related costs,
which were expensed as incurred and recorded in the selling, general, and administrative expenses caption of our Consolidated Statements of Operations for the year ended January 1, 2011, in accordance with ASC 805.
The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in
connection with the Cliffstar Acquisition.
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As reported
at
January 1, 2011
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(in millions of U.S. dollars)
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Accounts receivable
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$
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52.2
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Inventories
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87.1
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Prepaid expenses and other assets
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5.7
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Property, plant & equipment
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167.3
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Goodwill
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98.2
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Intangibles and other assets
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224.3
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Accounts payable and accrued liabilities
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(63.3
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Other long-term liabilities
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(2.8
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Total
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$
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568.7
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Intangible Assets
In our determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historical financial performance and estimates of future
performance of Cliffstars products. The estimated fair values of identified intangible assets were calculated considering market participant expectations and using an income approach and estimates and assumptions provided by Cliffstars
and our management. The following table sets forth the components of identified intangible assets associated with the Cliffstar Acquisition and their estimated weighted average useful lives:
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As Reported at January 1, 2011
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(in millions of U.S. dollars)
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Estimated Fair
Market Value
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Estimated
Useful Life
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Customer relationships
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$
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216.9
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15 years
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Non-competition agreements
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6.6
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3 years
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Total
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$
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223.5
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Customer relationships represent future projected revenue that will be derived from sales to existing
customers of the acquired company.
In conjunction with the closing of the Cliffstar Acquisition, certain key employees of
Cliffstar executed non-competition agreements, which prevent those employees from competing with us in specified restricted territories for a period of three years from the date of the Cliffstar Acquisition. The value of the Cliffstar business could
be materially diminished without these non-competition agreements.
Goodwill
The principal factor that resulted in recognition of goodwill was that the purchase price for the Cliffstar Acquisition was based in part
on cash flow projections assuming the reduction of administration costs and the integration of acquired customers and products into our operations, which is of greater value than on a standalone basis. Goodwill is expected to be deductible for tax
purposes.
Supplemental Pro Forma Data (unaudited)
The following unaudited pro forma financial information for the years ended January 1, 2011 and January 2, 2010 represent the combined results of our operations as if the Cliffstar Acquisition
had occurred on December 28, 2008. The unaudited pro forma results reflect certain adjustments related to the Cliffstar Acquisition such as increased amortization expense on acquired intangible assets resulting from the preliminary fair
valuation of assets acquired. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such period.
F-14
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For the Year Ended
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(in millions of U.S. dollars, except share amounts)
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January 1, 2011
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January 2, 2010
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Revenue
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$
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2,206.5
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$
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2,268.0
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Net income
1
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67.0
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87.1
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Net income per common share, diluted
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$
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0.78
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$
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0.93
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1
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For the year ended
January 2, 2010, Cott recorded restructuring charges of $1.5 million due to the 2009 Restructuring Plan (as defined in Note 3) and $3.6 million of asset impairments primarily related to the write-off of a customer list. For the year ended
January 1, 2011, Cott recorded a restructuring gain of $0.5 million related to the North American Plan (as defined in Note 3).
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Revenues for Cliffstar from the date of the Cliffstar Acquisition through January 1, 2011 were $232.2 million and operating income was $5.2 million.
Note 3Restructuring and Asset Impairments
In 2007, we implemented the North American Realignment and Cost Reduction Plan (the North American Plan) to
consolidate the management of our Canadian and U.S. businesses to a North American basis, among other objectives. In 2010, we paid the remaining lease termination costs in connection with the North American Plan.
During 2012 and 2011, the Company had no restructuring activities. During 2010, the Company made $5.4 million of cash payments related to
the North American Plan. These cash payments included $3.0 million related to the settlement of one of its lease obligations, which resulted in a gain of $0.4 million. In addition, the Company recorded a $0.1 million gain related to other non-cash
charges for the North American Plan during 2010. We do not anticipate incurring any additional restructuring charges related to the North American Plan in the future.
F-15
The following table summarizes restructuring, asset impairment and intangible asset
impairment charges (gains) for the years ended December 29, 2012, December 31, 2011 and January 1, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Restructuring
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(0.5
|
)
|
Asset impairments
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
Intangible asset impairments
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
2.0
|
|
|
$
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 29, 2012 and December 31, 2011, no amounts are owed under our restructuring
plans.
Year ended December 31, 2011
The following table summarizes our asset impairment charges on a reporting segment basis for the year ended December 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
North America
|
|
|
Mexico
|
|
|
Total
|
|
|
|
|
|
Asset impairments
|
|
$
|
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Intangible asset impairments
|
|
|
1.4
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.4
|
|
|
$
|
0.6
|
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairments -
In 2011, we recorded an asset impairment charge of $1.4 million related
primarily to customer relationships. Also, in 2011, we recorded a $0.6 million impairment of long-lived assets related to a production plant in Mexico that ceased operations.
F-16
Note 4Other (Income) Expense, Net
The following table summarizes other (income) and expenses for the years ended December 29,
2012, December 31, 2011 and January 1, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Foreign exchange loss
|
|
$
|
0.8
|
|
|
$
|
2.2
|
|
|
$
|
2.6
|
|
Gain on bargain purchase
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
Proceeds from insurance recoveries
|
|
|
(1.9
|
)
|
|
|
|
|
|
|
|
|
Write-off of financing fees
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(2.0
|
)
|
|
$
|
2.2
|
|
|
$
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 5Interest Expense
The following table summarizes interest expense for the years ended December 29, 2012, December 31, 2011
and January 1, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Interest on long-term debt
|
|
$
|
49.4
|
|
|
$
|
50.1
|
|
|
$
|
31.6
|
|
Other interest expense
|
|
|
4.8
|
|
|
|
7.0
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
54.2
|
|
|
$
|
57.1
|
|
|
$
|
36.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6Income Tax Expense (Benefit)
Income before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Canada
|
|
$
|
22.9
|
|
|
$
|
20.1
|
|
|
$
|
16.2
|
|
Outside Canada
|
|
|
34.0
|
|
|
|
20.4
|
|
|
|
62.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
56.9
|
|
|
$
|
40.5
|
|
|
$
|
78.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
$
|
0.5
|
|
Outside Canada
|
|
|
(1.6
|
)
|
|
|
0.5
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.8
|
|
|
$
|
2.7
|
|
|
$
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
4.0
|
|
Outside Canada
|
|
|
3.2
|
|
|
|
(4.2
|
)
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.8
|
|
|
$
|
(3.4
|
)
|
|
$
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
4.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
18.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-17
The following table reconciles income taxes calculated at the basic Canadian corporate rates
with the income tax provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
|
|
|
|
Income tax expense based on Canadian statutory rates
|
|
$
|
14.4
|
|
|
$
|
10.9
|
|
|
$
|
22.7
|
|
Foreign tax rate differential
|
|
|
1.2
|
|
|
|
(3.0
|
)
|
|
|
4.2
|
|
Tax exempt income
|
|
|
(14.8
|
)
|
|
|
(14.2
|
)
|
|
|
(5.6
|
)
|
Dividend income
|
|
|
0.7
|
|
|
|
1.0
|
|
|
|
|
|
Changes in enacted tax rates
|
|
|
(0.8
|
)
|
|
|
(0.8
|
)
|
|
|
(0.5
|
)
|
Increase in valuation allowance
|
|
|
4.0
|
|
|
|
10.3
|
|
|
|
1.0
|
|
Decrease to uncertain tax positions
|
|
|
(0.8
|
)
|
|
|
(0.9
|
)
|
|
|
(1.7
|
)
|
Non-controlling interests
|
|
|
(1.6
|
)
|
|
|
(1.3
|
)
|
|
|
(1.8
|
)
|
Other items
|
|
|
2.3
|
|
|
|
(2.7
|
)
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
4.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
18.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax assets and liabilities were recognized on temporary differences between the financial
and tax bases of existing assets and liabilities as follows:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Loss carryforwards
|
|
$
|
53.8
|
|
|
$
|
43.3
|
|
Leases
|
|
|
4.1
|
|
|
|
5.1
|
|
Property, plant & equipment
|
|
|
4.5
|
|
|
|
3.2
|
|
Liabilities and reserves
|
|
|
12.0
|
|
|
|
11.7
|
|
Stock options
|
|
|
0.9
|
|
|
|
2.2
|
|
Inventories
|
|
|
3.7
|
|
|
|
4.9
|
|
Other
|
|
|
4.1
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83.1
|
|
|
|
72.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Property, plant & equipment
|
|
|
(63.6
|
)
|
|
|
(59.2
|
)
|
Intangible assets
|
|
|
(15.9
|
)
|
|
|
(10.5
|
)
|
Other
|
|
|
(0.8
|
)
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(80.3
|
)
|
|
|
(70.6
|
)
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(27.5
|
)
|
|
|
(22.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
(24.7
|
)
|
|
$
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
The increase in the valuation allowance from December 31, 2011 to December 29, 2012 was
primarily the result of additional allowances booked in the U.S and Mexico.
F-18
The deferred tax assets and liabilities have been classified as follows on the Consolidated
Balance Sheets:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
December 29, 2012
|
|
|
December 31, 2011
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
11.1
|
|
|
$
|
10.6
|
|
Long-term
|
|
|
3.3
|
|
|
|
4.1
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
|
|
|
$
|
(0.5
|
)
|
Long-term
|
|
|
(39.1
|
)
|
|
|
(34.1
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
(24.7
|
)
|
|
$
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
As a result of certain realization requirements of ASC Topic 718, CompensationStock
Compensation (ASC 718), the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets at December 29, 2012 and December 31, 2011 that arose directly from tax deductions related
to equity compensation in excess of compensation recognized for financial reporting. As of December 29, 2012, equity will be increased by $2.8 million if and when such deferred tax assets are ultimately realized.
At December 29, 2012, undistributed earnings of our foreign operations were considered to be permanently reinvested. No deferred tax
liability has been recognized on the basis difference created by such earnings since it is our intention to utilize those earnings in the foreign operations for an indefinite period of time. The determination of the amount of deferred taxes on these
earnings is not practicable because the computation would depend on a number of factors that cannot be known until a decision to repatriate the earnings is made.
As of December 29, 2012, we have operating loss carryforwards totaling $319.6 million, credit carryforwards totaling $1.5 million and capital loss carryforwards totaling $14.4 million. The operating
loss carryforward amount was attributable to Mexico operating loss carryforwards of $20.8 million that will expire from 2018 to 2022 and U.S. federal and state operating loss carryforwards of $108.8 million and $190.0 million, respectively. The U.S.
federal operating loss carryforwards will expire from 2027 to 2032, and the state operating loss carryforwards will expire from 2013 to 2032.
The credit carryforward amount was attributable to a U.S. federal alternative minimum tax credit carryforward of $0.7 million with an indefinite life and U.S. state credit carryforwards of $0.8 million
that will expire from 2014 to 2018. The capital loss carryforward is attributable to a Canadian capital loss of $10.8 million and a U.K. capital loss of $3.6 million, both with an indefinite life.
We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and
negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Due to uncertainty resulting from the lack of sustained taxable income in recent years in the U.S.
and Mexico, we have determined that it is more likely than not that the benefit from net operating loss carryforwards and other net deferred tax assets in these jurisdictions will not be realized in the future. In recognition of this risk, we have
provided a valuation allowance of $15.2 million and $8.8 million to reduce our deferred tax assets in the U.S. and Mexico, respectively.
Additionally, we have determined that it is more likely than not that the benefit from our capital losses in Canada and the U.K. will not be realized in the future due to the uncertainty regarding
potential future capital gains in each jurisdiction. In recognition of this risk, we have provided a valuation allowance of $2.7 million on our Canadian capital losses and $0.8 million on our U.K. capital losses.
If our assumptions change and we determine we will be able to realize these deferred tax assets, an income tax benefit of $27.2 million
will be realized as a result of the reversal of the valuation allowance at December 29, 2012.
In 2006, the FASB issued
guidance regarding provisions of uncertain tax positions in ASC 740, which provides specific guidance on the financial statement recognition, measurement, reporting and disclosure of uncertain tax positions taken or expected to be taken in a tax
return. ASC 740 addresses the determination of whether tax benefits, either permanent or temporary, should be recorded in the financial statements.
F-19
A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29, 2012
|
|
|
December 31, 2011
|
|
|
January 1, 2011
|
|
Unrecognized tax benefits at beginning of year
|
|
$
|
9.0
|
|
|
$
|
13.3
|
|
|
$
|
14.7
|
|
Additions based on tax positions taken during a prior period
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.4
|
|
Reductions based on tax positions taken during a prior period
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
(2.6
|
)
|
Settlement on tax positions taken during a prior period
|
|
|
|
|
|
|
(5.8
|
)
|
|
|
(0.8
|
)
|
Lapse in statute of limitations
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
Additions based on tax positions taken during the current period
|
|
|
2.2
|
|
|
|
1.7
|
|
|
|
1.1
|
|
Foreign exchange
|
|
|
0.2
|
|
|
|
(0.4
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits at end of year
|
|
$
|
9.2
|
|
|
$
|
9.0
|
|
|
$
|
13.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 29, 2012, we had $9.2 million of unrecognized tax benefits, a net increase of $0.2
million from $9.0 million as of December 31, 2011. If we recognized our tax positions, approximately $3.8 million would favorably impact the effective tax rate. We believe it is reasonably possible that our unrecognized tax benefits will
decrease or be recognized in the next twelve months by up to $0.8 million due to the settlement of certain tax positions and lapses in statutes of limitation in various tax jurisdictions.
We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. We recovered $0.2 million,
$0.2 million and $0.2 million of interest and penalties during the year ended December 29, 2012, December 31, 2011 and January 1, 2011, respectively. The amount of interest and penalties recognized as an asset in the Consolidated
Balance Sheets for 2012 and 2011 was $0.1 million and $3.1 million, respectively.
Years prior to 2007 are closed to audit by
the Internal Revenue Service. Years prior to 2007 are closed to audit by U.S. state jurisdictions. We are currently under audit in Canada by the Canada Revenue Agency (CRA) for tax years 2005 through 2008. Years prior to 2005 are closed
to audit by the CRA. Years prior to 2007 are closed to audit by both the U.K. and Mexico tax authorities.
Note 7Share-based Compensation
Each of our share-based compensation plans has been approved by our shareowners, except for our 1986 Common Share
Option Plan, as amended (the Option Plan), which was adopted prior to our initial public offering, and a stock option award granted to our Chief Executive Officer, which was an inducement grant made to attract and retain that executive.
Subsequent amendments to the Option Plan that required shareowner approval have been approved.
The table below summarizes the
share-based compensation expense for the years ended December 29, 2012, December 31, 2011, and January 1, 2011. This share-based compensation expense was recorded in selling, general, and administrative expenses in our
Consolidated Statements of Operations. As used below: (i) PSUs mean performance share units granted under our Amended and Restated Performance Share Unit Plan (the PSU Plan), (ii) Performance-based RSUs
mean restricted share units with performance-based vesting granted under the Companys 2010 Equity Incentive Plan (the 2010 Equity Incentive Plan); (iii) Time-based RSUs mean restricted share units with time-based
vesting granted under the 2010 Equity Incentive Plan, (iv) EISPP means common share units granted under the Restated Executive Incentive Share Purchase Plan (the Restated EISPP); (v) Director share
awards mean common shares granted to the non-management members of Cotts board of directors under the 2010 Equity Incentive Plan, which were issued in consideration of such directors annual board retainer fee; and
(vi) Share appreciation rights mean share appreciation rights granted under the Amended and Restated Share Appreciation Rights Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
Stock options
|
|
$
|
0.4
|
|
|
$
|
|
|
|
$
|
1.0
|
|
PSUs
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
Performance-based RSUs
|
|
|
0.7
|
|
|
|
(1.2
|
)
|
|
|
1.4
|
|
Time-based RSUs
|
|
|
3.1
|
|
|
|
3.4
|
|
|
|
1.3
|
|
Directors share awards
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.7
|
|
Share appreciation rights
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4.9
|
|
|
$
|
2.9
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
During the third quarter of 2011, we concluded that it was no longer probable that the
targets established for the Performance-based RSUs awarded in 2010 and 2011 would be met, and we no longer expect these awards to ultimately vest. Accordingly, we recorded an adjustment to reverse $3.3 million in compensation costs that had been
recorded to date for the Performance-based RSUs awarded in 2010 and 2011. We continue to accrue the compensation expense for the Performance-based RSUs awarded in 2012.
As of December 29, 2012, the unrecognized share-based compensation expense and years we expect to recognize it as compensation expense were as follows:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Unrecognized share-based
compensation expense as
of December 29, 2012
|
|
|
Weighted average years
expected to recognize
compensation
|
|
|
|
|
Time-based RSUs
|
|
$
|
2.3
|
|
|
|
1.8
|
|
Performance-based RSUs
|
|
|
1.7
|
|
|
|
2.0
|
|
Stock options
|
|
|
1.0
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
Subsequent to the adoption of the 2010 Equity Incentive Plan, the Human Resources and Compensation Committee of the board of directors (HRCC) determined that certain of Cotts long-term
incentive plans were no longer needed and terminated the Option Plan. In connection with the termination of the Option Plan, outstanding options will continue in accordance with the terms of the Option Plan until vested, paid out, forfeited or
terminated, as applicable. No further awards will be granted under the Option Plan. Future awards, including any awards of options, are expected to be governed by the terms of the Companys 2010 Equity Incentive Plan.
During 2012, approximately 385,000 options were granted to certain of our employees under the 2010 Equity Incentive Plan at an exercise
price of $6.58 per share (C$6.47 at date of issuance). The fair value of the option grant was estimated to be $4.04 using the Black-Scholes option pricing model. No options were granted during the year ended December 31, 2011. Options
representing 250,000 shares were granted to our Chief Executive Officer during the first quarter of 2010 at an exercise price of C$8.01 per share. The fair value of this option grant was estimated to be C$5.16 using the Black-Scholes option pricing
model. On August 9, 2010, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement to cancel this option award. The cancellation was effective as of September 22, 2010. The Company entered into this arrangement
with the Chief Executive Officer in order to transition him to the Companys 2010 Equity Incentive Plan, which was approved by shareholders on May 4, 2010. Future grants to this and other executive officers are expected to be governed by
the terms of such plan.
F-21
No options were granted during the year ended December 31, 2011. The fair value of each
option granted during the years ended December 29, 2012, December 31, 2011, and January 1, 2011 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
Risk-free interest rate
|
|
|
2.4
|
%
|
|
|
n/a
|
|
|
|
2.5
|
%
|
Average expected life (years)
|
|
|
6.5
|
|
|
|
n/a
|
|
|
|
5.5
|
|
Expected volatility
|
|
|
66.4
|
%
|
|
|
n/a
|
|
|
|
74.8
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
n/a
|
|
|
|
|
|
Stock option activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in
thousands)
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
(years)
|
|
|
Aggregate
intrinsic
(C$)
(in thousands)
|
|
Balance at January 2, 2010
|
|
|
831
|
|
|
$
|
18.97
|
|
|
|
4.6
|
|
|
$
|
618.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
250
|
|
|
|
8.01
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(377
|
)
|
|
|
20.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
|
704
|
|
|
$
|
16.67
|
|
|
|
4.2
|
|
|
$
|
625.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(275
|
)
|
|
|
1.32
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(145
|
)
|
|
|
38.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
|
284
|
|
|
$
|
20.47
|
|
|
|
1.7
|
|
|
$
|
263.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
385
|
|
|
|
6.47
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(201
|
)
|
|
|
24.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 29, 2012
|
|
|
468
|
|
|
$
|
7.28
|
|
|
|
7.3
|
|
|
$
|
819.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested at December 29, 2012
|
|
|
125
|
|
|
$
|
9.49
|
|
|
|
2.1
|
|
|
$
|
330.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 29, 2012
|
|
|
125
|
|
|
$
|
9.49
|
|
|
|
2.1
|
|
|
$
|
330.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value amounts in the table above represent the difference between the closing
price of our common stock on December 29, 2012, which was C$7.90 (December 31, 2011 C$6.40; January 1, 2011C$8.95), and the exercise price, multiplied by the number of in-the-money stock options as of the same date. There were
no stock options exercised in 2012 and 2010. The total intrinsic value of stock options exercised during the year ended December 31, 2011 was $0.4 million.
Total compensation cost related to unvested awards under the option plan not yet recognized is $1.0 million. The total fair value of shares that vested during the year ended December 29, 2012 was
nil.
Outstanding options at December 29, 2012 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of Exercise Prices (C$)
|
|
Number
Exercisable
(in thousands)
|
|
|
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Exercise
Price (C$)
|
|
|
Number
Exercisable
(in thousands)
|
|
|
Weighted
Exercise
Price (C$)
|
|
$ 3.50
|
|
|
75
|
|
|
|
2.6
|
|
|
$
|
3.50
|
|
|
|
75
|
|
|
$
|
3.50
|
|
$ 6.47
|
|
|
343
|
|
|
|
9.2
|
|
|
$
|
6.47
|
|
|
|
|
|
|
$
|
|
|
$18.48
|
|
|
50
|
|
|
|
1.3
|
|
|
$
|
18.48
|
|
|
|
50
|
|
|
$
|
18.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468
|
|
|
|
7.3
|
|
|
$
|
7.28
|
|
|
|
125
|
|
|
$
|
9.49
|
|
F-22
Long-Term Incentive Plans
2010 Equity Incentive Plan
Our shareowners approved our 2010 Equity
Incentive Plan at the Annual and Special Meeting of Shareowners held on May 4, 2010. Awards under the 2010 Equity Incentive Plan may be in the form of incentive stock options, non-qualified stock options, restricted shares, restricted share
units, performance shares, performance units, stock appreciation rights, and stock payments to employees, directors and outside consultants. The 2010 Equity Incentive Plan is administered by the HRCC or any other board committee as may be designated
by the board from time to time. At the inception of the 2010 Equity Incentive Plan, 4,000,000 shares were reserved for future issuance, subject to adjustment upon a share split, share dividend, recapitalization, and other similar transactions and
events.
On May 3, 2012, we granted 96,010 common shares to the non-management members of our board of directors under
the 2010 Equity Incentive Plan for approximately $0.7 million. The common shares were issued in consideration of the directors annual board retainer fee.
In 2012, we granted 330,969 Performance-based RSUs, 441,996 Time-based RSUs and 384,546 stock options to certain of our employees. The Performance-based RSUs vest based on the achievement of a specified
target level of pre-tax income for the period beginning on January 1, 2012 and ending on the last day of our 2014 fiscal year. The amount of Performance-based RSUs that may vest and the related unrecognized compensation cost is subject to
change based on the level of targeted pre-tax income that is achieved during the period beginning on January 1, 2012 and ending on the last day of our 2014 fiscal year. The Time-based RSUs and the stock options vest on the last day of our 2014
fiscal year.
On May 6, 2011, we granted 76,110 common shares to the non-management members of our board of directors
under the 2010 Equity Incentive Plan for approximately $0.7 million. The common shares were issued in consideration of the directors annual board retainer fee.
In 2011, we granted 592,163 Performance-based RSUs and 151,545 Time-based RSUs to certain of our employees. The Performance-based RSUs vest based on the achievement of a specified target level of pre-tax
income for the period beginning on January 2, 2011 and ending on the last day of our 2013 fiscal year. The amount of Performance-based RSUs that may vest and the related unrecognized compensation cost is subject to change based on the level of
targeted pre-tax income that is achieved during the period beginning on January 2, 2011 and ending on the last day of our 2013 fiscal year. The Time-based RSUs vest on the last day of our 2013 fiscal year.
On May 4, 2010, we granted 78,790 common shares to the non-management members of our board of directors under the 2010 Equity
Incentive Plan for approximately $0.7 million. The common shares were issued in consideration of the directors annual board retainer fee.
In 2010, we granted 1,726,807 Performance-based RSUs and 1,396,807 Time-based RSUs to certain of our employees. The performance targets established for these Performance-based RSUs were not met, and as a
result, such awards did not vest. During the fourth quarter of 2012, the Time-based RSUs vested on the last day of our 2012 fiscal year and were issued for approximately $7.1 million.
During the year ended December 29, 2012, Performance-based RSU and Time-based RSU activity was as follows:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Number of
Performance-
based RSUs
|
|
|
Number of
Time-based
RSUs
|
|
|
|
|
Balance at December 31, 2011
|
|
|
2,319
|
|
|
|
1,548
|
|
Awarded
|
|
|
331
|
|
|
|
442
|
|
Issued
|
|
|
|
|
|
|
(1,240
|
)
|
Cancelled
|
|
|
(1,558
|
)
|
|
|
|
|
Forfeited
|
|
|
(267
|
)
|
|
|
(221
|
)
|
|
|
|
|
|
|
|
|
|
Outstanding at December 29, 2012
|
|
|
825
|
|
|
|
529
|
|
|
|
|
|
|
|
|
|
|
Shares to be issued pursuant to Time-based RSUs, Performance-based RSUs, or stock options that are
forfeited, expired, or are cancelled or settled without the issuance of shares return to the pool of shares available for issuance under the 2010 Equity Incentive Plan. As of December 31, 2012, there were 3,254,567 Time-based RSUs,
Performance-based RSUs, and stock options outstanding and 745,433 shares available for future issuance under the 2010 Equity Incentive Plan.
F-23
Amended and Restated PSU Plan
Under the Amended and Restated Performance Share Unit Plan (the PSU Plan), PSUs were awarded to Company employees. The value
of an employees award under our PSU Plan depended on (i) our performance over a maximum three-year performance cycle; and (ii) the market price of our common shares at the time of vesting. Performance targets were established by the
HRCC. PSUs granted vested over a term not exceeding three fiscal years. As of January 1, 2011, the Trustee under the PSU Plan held 0.6 million common shares as treasury shares. The remaining outstanding awards under the PSU Plan vested in
February 2011 upon the achievement of adjusted operating income exceeding zero for 2008, 2009 and 2010.
Subsequent to the
adoption of the 2010 Equity Incentive Plan, the HRCC determined that certain of Cotts long-term incentive plans were no longer needed and terminated the PSU Plan.
Amended and Restated SAR Plan
Under the Amended and Restated Share
Appreciation Rights Plan (the SAR Plan), share appreciation rights (SARs) were awarded to employees and directors of our Company. SARs typically vested on the third anniversary of the grant date. On vesting, each SAR
represented the right to be paid the difference, if any, between the price of our common shares on the date of grant and their price on the vesting date of the SAR. Payments in respect of vested in-the-money SARs were made in the form of our common
shares purchased on the open market by an independent trust with cash contributed by us. During the year ended January 1, 2011, 154,000 SARs vested out-of-the-money. On August 10, 2010, the Company entered into a Stock Appreciation Right
Cancellation Agreement with an executive officer to cancel 100,000 previously granted SARs. The cancellation was effective as of September 2, 2010.
Subsequent to the adoption of the 2010 Equity Incentive Plan, the HRCC determined that certain of Cotts long-term incentive plans were no longer needed and terminated the SAR Plan.
Restated Executive Incentive Share Purchase Plan
In the second quarter of 2007, our shareowners approved a restated executive incentive share purchase plan (the Restated EISPP), which allowed officers and senior management executives, as
designated by the HRCC, to elect to receive their performance bonus (or a portion thereof) as common share units held on their behalf by an independent trust. If the employee elected to receive common share units, we provided to the employee an
equal number of shares, which vested on January 1, 2011 due to the achievement of certain performance goals (Match Portion).
The Match Portion of the performance bonus was estimated based on the employees election and was amortized over the service period of approximately four years. During 2007, employees elected to
defer a total of $1.1 million under the Restated EISPP. In 2009, the Company recorded an expense of $0.1 million related to the anticipated 2007 matching portion of the performance bonus. No amount was accrued for the Match Portion for 2008
deferrals because corporate performance goals were not achieved and no bonus amounts were deferred into the plan. Effective as of December 27, 2008, the HRCC approved an amendment to the Restated EISPP with the effect of freezing participation
in the plan. The remaining outstanding Match Portion vested in February 2011 upon the achievement of cumulative EBIT growth of 10% per annum over the three-year performance cycle ending at the end of fiscal 2010.
Subsequent to the adoption of the 2010 Equity Incentive Plan, the HRCC determined that certain of Cotts long-term incentive plans
were no longer needed and terminated the Restated EISPP.
Average CanadianU.S. Dollar Exchange Rates for 2012, 2011 and 2010
The weighted average exercise prices for options in this Note are disclosed in Canadian dollars. The table below
represents the average Canadian dollar to U.S. dollar exchange rate for the fiscal years ended 2012, 2011 and 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
Average exchange rate
|
|
$
|
1.000
|
|
|
$
|
1.012
|
|
|
$
|
0.971
|
|
F-24
Note 8Net Income per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of common shares
outstanding during the period. Diluted net income per common share is calculated using the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, PSUs,
Performance-based RSUs and Time-based RSUs.
A reconciliation of the denominators of the basic and diluted net income per
common share computations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in thousands)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
|
January 1,
2011
|
|
Weighted average number of shares outstanding - basic
|
|
|
94,553
|
|
|
|
94,241
|
|
|
|
85,588
|
|
Dilutive effect of stock options
|
|
|
32
|
|
|
|
33
|
|
|
|
191
|
|
Dilutive effect of PSUs
|
|
|
|
|
|
|
|
|
|
|
161
|
|
Dilutive effect of Performance-based RSUs
|
|
|
58
|
|
|
|
727
|
|
|
|
96
|
|
Dilutive effect of Time-based RSUs
|
|
|
132
|
|
|
|
|
|
|
|
149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average number of shares outstanding - diluted
|
|
|
94,775
|
|
|
|
95,001
|
|
|
|
86,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 29, 2012, options to purchase 468,000 (December 31,
2011284,000; January 1, 2011704,000) shares of common stock at a weighted average exercise price of C$7.28 (December 31, 2011 C$20.47; January 1, 2011C$16.67) per share were outstanding, of which
50,000 (December 31, 2011209,000; January 1, 2011354,000) were not included in the computation of diluted net income per share because the options exercise price was greater than the average market price of the
common shares. Shares purchased on the open market and held by independent trusts are categorized as treasury shares under applicable accounting rules. In 2012, we utilized such shares to satisfy the vesting of Time-based RSUs granted in 2010.
We excluded (December 31, 2011674,397; January 1, 20111,051,000) treasury shares held in various trusts in the calculation of basic and diluted earnings per share in 2011 and 2010.
Note 9Segment Reporting
Our business operates through five reporting segmentsNorth America (which includes our U.S. operating segment and
Canada operating segment), U.K. (which includes our United Kingdom reporting unit and our Continental European reporting unit), Mexico, RCI and All Other. The primary measures used in evaluating our reporting segments is revenues, operating income
(loss), and additions to property, plant and equipment, which have been included as part of our segment disclosures listed below.
F-25
Reporting Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
All
Other
|
|
|
Total
|
|
External revenue
1
|
|
$
|
1,707.4
|
|
|
$
|
473.2
|
|
|
$
|
38.8
|
|
|
$
|
31.2
|
|
|
$
|
|
|
|
$
|
2,250.6
|
|
Depreciation and amortization
|
|
|
82.7
|
|
|
|
13.2
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
97.7
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
78.3
|
|
|
|
27.1
|
|
|
|
(3.6
|
)
|
|
|
7.9
|
|
|
|
|
|
|
|
109.7
|
|
Property, plant and equipment
|
|
|
382.1
|
|
|
|
99.5
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
|
490.9
|
|
Goodwill
|
|
|
125.8
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
130.3
|
|
Intangibles and other assets
|
|
|
301.1
|
|
|
|
13.9
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
315.4
|
|
Total assets
2
|
|
|
1,246.7
|
|
|
|
273.8
|
|
|
|
28.1
|
|
|
|
14.1
|
|
|
|
3.2
|
|
|
|
1,565.9
|
|
Additions to property, plant and equipment
|
|
|
52.9
|
|
|
|
14.3
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
69.7
|
|
1
|
Intersegment
revenue between North America and the other reporting segments was $16.4 million for the year ended December 29, 2012.
|
2
|
Excludes intersegment receivables, investments and notes receivable.
|
Reporting Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
All
Other
|
|
|
Total
|
|
External revenue
1
|
|
$
|
1,809.3
|
|
|
$
|
447.9
|
|
|
$
|
51.8
|
|
|
$
|
25.6
|
|
|
$
|
|
|
|
$
|
2,334.6
|
|
Depreciation and amortization
|
|
|
80.0
|
|
|
|
13.2
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
95.3
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
Intangible asset impairments
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Operating income (loss)
|
|
|
70.4
|
|
|
|
27.5
|
|
|
|
(4.4
|
)
|
|
|
7.2
|
|
|
|
|
|
|
|
100.7
|
|
Property, plant and equipment
|
|
|
383.1
|
|
|
|
89.8
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
|
482.2
|
|
Goodwill
|
|
|
125.1
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
129.6
|
|
Intangibles and other assets
|
|
|
326.1
|
|
|
|
14.6
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
341.1
|
|
Total assets
2
|
|
|
1,231.3
|
|
|
|
237.0
|
|
|
|
28.4
|
|
|
|
11.3
|
|
|
|
0.9
|
|
|
|
1,508.9
|
|
Additions to property, plant and equipment
|
|
|
39.1
|
|
|
|
9.5
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
48.8
|
|
1
|
Intersegment
revenue between North America and the other reporting segments was $14.7 million for the year ended December 31, 2011.
|
2
|
Excludes
intersegment receivables, investments and notes receivable.
|
F-26
Reporting Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2011
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
All
Other
|
|
|
Total
|
|
External revenue
1
|
|
$
|
1,357.3
|
|
|
$
|
367.1
|
|
|
$
|
50.1
|
|
|
$
|
28.8
|
|
|
$
|
|
|
|
$
|
1,803.3
|
|
Depreciation and amortization
|
|
|
59.1
|
|
|
|
12.8
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
74.0
|
|
Restructuring
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
Operating income (loss)
|
|
|
75.0
|
|
|
|
24.5
|
|
|
|
(7.5
|
)
|
|
|
7.0
|
|
|
|
|
|
|
|
99.0
|
|
Property, plant and equipment
|
|
|
400.4
|
|
|
|
90.2
|
|
|
|
13.2
|
|
|
|
|
|
|
|
|
|
|
|
503.8
|
|
Goodwill
|
|
|
125.7
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
130.2
|
|
Intangibles and other assets
|
|
|
354.7
|
|
|
|
15.7
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
371.1
|
|
Total assets
2
|
|
|
1,275.9
|
|
|
|
207.4
|
|
|
|
31.5
|
|
|
|
13.7
|
|
|
|
0.7
|
|
|
|
1,529.2
|
|
Additions to property, plant and equipment
|
|
|
31.9
|
|
|
|
10.6
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
44.0
|
|
1
|
Intersegment revenue between North America and the other reporting segments was $19.0 million for the year ended January 1, 2011.
|
2
|
Excludes intersegment receivables, investments and notes receivable.
|
For the year ended December 29, 2012, sales to Walmart accounted for 31.0% (201131.6%, 201031.0%) of our total revenue,
36.3% of our North America reporting segment revenue (201135.9%, 201035.3%), 14.9% of our U.K. reporting segment revenue (201114.6%, 201016.6%) and 21.6% of our Mexico reporting segment revenue (201144.7%,
201038.9%).
Credit risk arises from the potential default of a customer in meeting its financial obligations with us.
Concentrations of credit exposure may arise with a group of customers that have similar economic characteristics or that are located in the same geographic region. The ability of such customers to meet obligations would be similarly affected by
changing economic, political or other conditions. We are not currently aware of any facts that would create a material credit risk.
Revenues are attributed to operating segments based on the location of the customer. Revenues by operating segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 29,
|
|
|
December 31,
|
|
|
January 1,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
United States
|
|
$
|
1,509.1
|
|
|
$
|
1,610.5
|
|
|
$
|
1,212.1
|
|
Canada
|
|
|
244.2
|
|
|
|
249.0
|
|
|
|
201.1
|
|
United Kingdom
|
|
|
473.2
|
|
|
|
447.9
|
|
|
|
367.1
|
|
Mexico
|
|
|
38.8
|
|
|
|
51.8
|
|
|
|
50.1
|
|
RCI
|
|
|
31.2
|
|
|
|
25.6
|
|
|
|
28.8
|
|
Elimination
1
|
|
|
(45.9
|
)
|
|
|
(50.2
|
)
|
|
|
(55.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,250.6
|
|
|
$
|
2,334.6
|
|
|
$
|
1,803.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Represents
intercompany revenue among our operating segments, of which $16.4 million, $14.7 million and $19.0 million represents intersegment revenue between the North America reporting segment and our other operating segments for December 29,
2012, December 31, 2011, and January 1, 2011, respectively.
|
F-27
Revenues by product were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 29, 2012
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
Total
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carbonated soft drinks
|
|
$
|
698.0
|
|
|
$
|
160.9
|
|
|
$
|
21.3
|
|
|
$
|
0.6
|
|
|
$
|
880.8
|
|
Juice
|
|
|
527.2
|
|
|
|
14.0
|
|
|
|
1.2
|
|
|
|
1.5
|
|
|
|
543.9
|
|
Concentrate
|
|
|
12.3
|
|
|
|
2.2
|
|
|
|
|
|
|
|
29.1
|
|
|
|
43.6
|
|
All other products
|
|
|
469.9
|
|
|
|
296.1
|
|
|
|
16.3
|
|
|
|
|
|
|
|
782.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,707.4
|
|
|
$
|
473.2
|
|
|
$
|
38.8
|
|
|
$
|
31.2
|
|
|
$
|
2,250.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
Total
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carbonated soft drinks
|
|
$
|
731.4
|
|
|
$
|
179.2
|
|
|
$
|
39.6
|
|
|
$
|
|
|
|
$
|
950.2
|
|
Juice
|
|
|
587.7
|
|
|
|
12.3
|
|
|
|
2.7
|
|
|
|
|
|
|
|
602.7
|
|
Concentrate
|
|
|
9.1
|
|
|
|
2.8
|
|
|
|
|
|
|
|
25.6
|
|
|
|
37.5
|
|
All other products
|
|
|
481.1
|
|
|
|
253.6
|
|
|
|
9.5
|
|
|
|
|
|
|
|
744.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,809.3
|
|
|
$
|
447.9
|
|
|
$
|
51.8
|
|
|
$
|
25.6
|
|
|
$
|
2,334.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended January 1, 2011
|
|
(in millions of U.S. dollars)
|
|
North
America
|
|
|
United
Kingdom
|
|
|
Mexico
|
|
|
RCI
|
|
|
Total
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carbonated soft drinks
|
|
$
|
705.5
|
|
|
$
|
159.5
|
|
|
$
|
43.4
|
|
|
$
|
|
|
|
$
|
908.4
|
|
Juice
|
|
|
225.3
|
|
|
|
10.0
|
|
|
|
0.8
|
|
|
|
|
|
|
|
236.1
|
|
Concentrate
|
|
|
7.5
|
|
|
|
4.1
|
|
|
|
|
|
|
|
28.8
|
|
|
|
40.4
|
|
All other products
|
|
|
419.0
|
|
|
|
193.5
|
|
|
|
5.9
|
|
|
|
|
|
|
|
618.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,357.3
|
|
|
$
|
367.1
|
|
|
$
|
50.1
|
|
|
$
|
28.8
|
|
|
$
|
1,803.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment by geographic area as of December 29, 2012 and December 31, 2011
were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
United States
|
|
$
|
333.7
|
|
|
$
|
336.2
|
|
Canada
|
|
|
48.4
|
|
|
|
46.9
|
|
United Kingdom
|
|
|
99.5
|
|
|
|
89.8
|
|
Mexico
|
|
|
9.3
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
490.9
|
|
|
$
|
482.2
|
|
|
|
|
|
|
|
|
|
|
Note 10Accounts Receivable, Net
The following table summarizes accounts receivable, net as of December 29, 2012 and December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
Trade receivables
|
|
$
|
199.5
|
|
|
$
|
208.3
|
|
Allowance for doubtful accounts
|
|
|
(6.8
|
)
|
|
|
(5.7
|
)
|
Other
|
|
|
6.7
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
199.4
|
|
|
$
|
210.8
|
|
|
|
|
|
|
|
|
|
|
F-28
Note 11Inventories
The following table summarizes inventories as of December 29, 2012 and December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
Raw materials
|
|
$
|
93.4
|
|
|
$
|
87.3
|
|
Finished goods
|
|
|
111.6
|
|
|
|
102.3
|
|
Other
|
|
|
19.8
|
|
|
|
20.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
224.8
|
|
|
$
|
210.0
|
|
|
|
|
|
|
|
|
|
|
Note 12Property, Plant & Equipment
The following table summarizes property, plant and equipment as of December 29, 2012 and December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
|
December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
|
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
|
|
Land and Land Improvements
|
|
$
|
30.2
|
|
|
$
|
1.0
|
|
|
$
|
29.2
|
|
|
$
|
30.4
|
|
|
$
|
0.6
|
|
|
$
|
29.8
|
|
Buildings
|
|
|
167.9
|
|
|
|
67.7
|
|
|
|
100.2
|
|
|
|
156.7
|
|
|
|
58.0
|
|
|
|
98.7
|
|
Machinery and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned
|
|
|
692.8
|
|
|
|
376.3
|
|
|
|
316.5
|
|
|
|
636.9
|
|
|
|
331.7
|
|
|
|
305.2
|
|
Capital leases
|
|
|
16.5
|
|
|
|
3.3
|
|
|
|
13.2
|
|
|
|
21.2
|
|
|
|
5.8
|
|
|
|
15.4
|
|
Plates, films and molds
|
|
|
42.1
|
|
|
|
30.9
|
|
|
|
11.2
|
|
|
|
34.5
|
|
|
|
26.6
|
|
|
|
7.9
|
|
Vending
|
|
|
12.9
|
|
|
|
11.6
|
|
|
|
1.3
|
|
|
|
13.8
|
|
|
|
12.0
|
|
|
|
1.8
|
|
Transportation equipment
|
|
|
0.6
|
|
|
|
0.6
|
|
|
|
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
0.1
|
|
Leasehold improvements
|
|
|
39.4
|
|
|
|
22.5
|
|
|
|
16.9
|
|
|
|
39.4
|
|
|
|
18.7
|
|
|
|
20.7
|
|
IT Systems
|
|
|
8.2
|
|
|
|
7.0
|
|
|
|
1.2
|
|
|
|
2.7
|
|
|
|
1.3
|
|
|
|
1.4
|
|
Furniture and fixtures
|
|
|
10.2
|
|
|
|
9.0
|
|
|
|
1.2
|
|
|
|
9.7
|
|
|
|
8.5
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,020.8
|
|
|
$
|
529.9
|
|
|
$
|
490.9
|
|
|
$
|
945.9
|
|
|
$
|
463.7
|
|
|
$
|
482.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the year ended December 29, 2012 was $66.0 million ($63.5
millionDecember 31, 2011; $52.6 millionJanuary 1, 2011).
F-29
Note 13Intangibles and Other Assets
The following table summarizes intangibles and other assets as of December 29, 2012 and December 31, 2011:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
|
December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
|
|
$
|
45.0
|
|
|
$
|
|
|
|
$
|
45.0
|
|
|
$
|
45.0
|
|
|
$
|
|
|
|
$
|
45.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
367.5
|
|
|
|
142.5
|
|
|
|
225.0
|
|
|
|
366.2
|
|
|
|
117.8
|
|
|
|
248.4
|
|
Trademarks
|
|
|
28.8
|
|
|
|
23.3
|
|
|
|
5.5
|
|
|
|
27.5
|
|
|
|
21.6
|
|
|
|
5.9
|
|
Information technology
|
|
|
65.2
|
|
|
|
50.2
|
|
|
|
15.0
|
|
|
|
64.6
|
|
|
|
53.9
|
|
|
|
10.7
|
|
Other
|
|
|
11.9
|
|
|
|
8.5
|
|
|
|
3.4
|
|
|
|
11.8
|
|
|
|
5.7
|
|
|
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
473.4
|
|
|
|
224.5
|
|
|
|
248.9
|
|
|
|
470.1
|
|
|
|
199.0
|
|
|
|
271.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518.4
|
|
|
|
224.5
|
|
|
|
293.9
|
|
|
|
515.1
|
|
|
|
199.0
|
|
|
|
316.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing costs
|
|
|
24.4
|
|
|
|
11.1
|
|
|
|
13.3
|
|
|
|
23.1
|
|
|
|
7.4
|
|
|
|
15.7
|
|
Deposits
|
|
|
7.2
|
|
|
|
|
|
|
|
7.2
|
|
|
|
8.1
|
|
|
|
|
|
|
|
8.1
|
|
Other
|
|
|
1.3
|
|
|
|
0.3
|
|
|
|
1.0
|
|
|
|
1.4
|
|
|
|
0.2
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.9
|
|
|
|
11.4
|
|
|
|
21.5
|
|
|
|
32.6
|
|
|
|
7.6
|
|
|
|
25.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangibles & Other Assets
|
|
$
|
551.3
|
|
|
$
|
235.9
|
|
|
$
|
315.4
|
|
|
$
|
547.7
|
|
|
$
|
206.6
|
|
|
$
|
341.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense of intangible and other assets was $35.4 million during 2012 ($35.7
millionDecember 31, 2011; $26.5 millionJanuary 1, 2011). Amortization of intangibles includes $2.9 million ($2.7 millionDecember 31, 2011; $2.2 millionJanuary 1, 2011) relating to information technology assets and $3.7
million ($3.9 millionDecember 31, 2011; $2.7 millionJanuary 1, 2011) relating to deferred financing assets.
The
estimated amortization expense for intangible and other assets over the next five years is:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
2013
|
|
$
|
30.5
|
|
2014
|
|
|
29.0
|
|
2015
|
|
|
26.8
|
|
2016
|
|
|
23.4
|
|
2017
|
|
|
20.2
|
|
Thereafter
|
|
|
119.0
|
|
|
|
|
|
|
Total
|
|
$
|
248.9
|
|
|
|
|
|
|
F-30
Note 14Accounts Payable and Accrued Liabilities
The following table summarizes accounts payable and accrued liabilities as of December 29, 2012 and
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
Trade payables
|
|
$
|
166.9
|
|
|
$
|
165.8
|
|
Deferred income taxes
|
|
|
|
|
|
|
0.5
|
|
Accrued compensation
|
|
|
38.5
|
|
|
|
27.0
|
|
Accrued sales incentives
|
|
|
27.3
|
|
|
|
29.6
|
|
Accrued interest
|
|
|
12.8
|
|
|
|
12.8
|
|
Payroll, sales and other taxes
|
|
|
12.3
|
|
|
|
16.0
|
|
Other accrued liabilities
|
|
|
29.9
|
|
|
|
29.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
287.7
|
|
|
$
|
281.1
|
|
|
|
|
|
|
|
|
|
|
Note 15Debt
Our total debt as of December 29, 2012 and December 31, 2011 was as follows:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
8.375% senior notes due in 2017
1
|
|
|
215.0
|
|
|
|
215.0
|
|
8.125% senior notes due in 2018
|
|
|
375.0
|
|
|
|
375.0
|
|
ABL facility
|
|
|
|
|
|
|
|
|
GE Obligation
|
|
|
9.9
|
|
|
|
12.4
|
|
Other capital leases
|
|
|
4.6
|
|
|
|
4.1
|
|
Other debt
|
|
|
1.3
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
605.8
|
|
|
|
608.0
|
|
Less: Short-term borrowings and current debt:
|
|
|
|
|
|
|
|
|
ABL facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings
|
|
|
|
|
|
|
|
|
GE Obligation - current maturities
|
|
|
0.9
|
|
|
|
2.6
|
|
Other capital leases - current maturities
|
|
|
0.8
|
|
|
|
0.6
|
|
Other debt - current maturities
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Total current debt
|
|
|
1.9
|
|
|
|
3.4
|
|
Long-term debt before discount
|
|
|
603.9
|
|
|
|
604.6
|
|
Less discount on 8.375% notes
|
|
|
(2.1
|
)
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
601.8
|
|
|
$
|
602.1
|
|
|
|
|
|
|
|
|
|
|
1
|
Our 8.375% senior
notes were issued at a discount of 1.425% on November 13, 2009.
|
F-31
The long-term debt payments (which include current maturities of long-term debt) required in
each of the next five years and thereafter are as follows:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Long Term
Debt
(incl.
current)
|
|
2013
|
|
$
|
1.9
|
|
2014
|
|
|
2.3
|
|
2015
|
|
|
2.3
|
|
2016
|
|
|
7.8
|
|
2017
|
|
|
215.6
|
|
Thereafter
|
|
|
375.9
|
|
|
|
|
|
|
|
|
$
|
605.8
|
1
|
|
|
|
|
|
1
|
We funded the purchase of water bottling equipment through a financing agreement signed in January 2008 (the GE Obligation). At the end of
the GE Obligation, we may exchange $6.5 million of deposits for the extinguishment of $6.5 million in debt or elect to purchase such equipment.
|
Asset-Based Lending Facility
On March 31, 2008, we entered into a
credit agreement with JPMorgan Chase Bank, N.A. as Agent that created an asset-based lending credit facility (the ABL facility) to provide financing for our North America, U.K. and Mexico reporting segments. In connection with the
Cliffstar Acquisition, we refinanced the ABL facility on August 17, 2010 to, among other things, provide for the Cliffstar Acquisition, the issuance of the 2018 Notes and the application of net proceeds therefrom, the underwritten public
offering of 13,340,000 common shares at a price of $5.67 per share and the application of net proceeds therefrom and to increase the amount available for borrowings to $275.0 million. We drew down a portion of the indebtedness under the ABL facility
in order to fund the Cliffstar Acquisition. We incurred $5.4 million of financing fees in connection with the refinancing of the ABL facility.
On July 19, 2012, we amended the ABL facility to, among other things, extend the maturity date to either July 19, 2017 or, if we have not redeemed, repurchased or refinanced the 2017 Notes by
May 1, 2017, May 15, 2017. We incurred $1.2 million of financing fees in connection with the amendment of the ABL facility. This amendment was considered to be a modification of the original agreement under generally accepted
accounting standards.
The financing fees incurred in connection with the refinancing of the ABL facility on August 17,
2010, along with the financing fees incurred in connection with the amendment of the ABL facility on July 19, 2012, are being amortized using the straight-line method over the duration of the amended ABL facility.
As of December 29, 2012, we had no outstanding borrowings under the ABL. The commitment fee was 0.375% per annum of the unused
commitment, which, taking into account $11.0 million of letters of credit, was $264.0 million as of December 29, 2012.
The effective interest rate as of December 29, 2012 on LIBOR and Prime loans is based on average aggregate availability as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Aggregate Availability
(in millions of U.S. dollars)
|
|
ABR
Spread
|
|
|
Canadian
Prime
Spread
|
|
|
Eurodollar
Spread
|
|
|
CDOR
Spread
|
|
|
LIBOR
Spread
|
|
Over $150
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
|
1.75
|
%
|
|
|
1.75
|
%
|
|
|
1.75
|
%
|
$75 - 150
|
|
|
0.50
|
%
|
|
|
0.50
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
Under $75
|
|
|
0.75
|
%
|
|
|
0.75
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
8.125% Senior Notes due in 2018
On August 17, 2010, we issued the 2018 Notes. The issuer of the 2018 Notes is our wholly-owned U.S. subsidiary
Cott Beverages Inc., and most of our U.S., Canadian and United Kingdom subsidiaries guarantee the 2018 Notes. The interest on the 2018 Notes is payable semi-annually on March 1
st
and September 1
st
of each year.
F-32
We incurred $8.6 million of financing fees in connection with the issuance of the 2018
Notes. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the term to maturity of the 2018 Notes.
8.375% Senior Notes due in 2017
On November 13,
2009, we issued $215.0 million of senior notes that are due on November 15, 2017 (the 2017 Notes). The 2017 Notes were issued at a $3.1 million discount. The issuer of the 2017 Notes is our wholly-owned U.S. subsidiary Cott
Beverages Inc., and most of our U.S., Canadian and United Kingdom subsidiaries guarantee the 2017 Notes. The interest on the 2017 Notes is payable semi-annually on May15
th
and November 15
th
of each year.
We incurred $5.1 million of financing fees in connection with the 2017 Notes. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the
term to maturity of the 2017 Notes.
GE Financing Agreement
We funded $32.5 million of water bottling equipment purchases through a finance lease arrangement in 2008. The quarterly payments under
the lease obligation totaled approximately $8.8 million per annum for the first two years, $5.3 million per annum for the subsequent two years, then $1.7 million per annum for the final four years.
Covenant Compliance
8.125% Senior
Notes due in 2018
Under the indenture governing the 2018 Notes, we are subject to a number of covenants, including
covenants that limit our and certain of our subsidiaries ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain
investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially
all of our assets taken as a whole, (v) enter into transactions with affiliates and (vi) sell assets. We have been in compliance with all of the covenants under the 2018 Notes and there have been no amendments to any such covenants since
the 2018 Notes were issued.
8.375% Senior Notes due in 2017
Under the indenture governing the 2017 Notes, we are subject to a number of covenants, including covenants that limit our and certain of our subsidiaries ability, subject to certain exceptions and
qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock,
(iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially all of our assets taken as a whole, (v) enter into transactions with affiliates and
(vi) sell assets. We have been in compliance with all of the covenants under the 2017 Notes and there have been no amendments to any such covenants since the 2017 Notes were issued.
ABL Facility
On July 19, 2012, we, and the other parties to the ABL
facility, agreed to amend the ABL facility to, among other things (a) extend the maturity date to either July 19, 2017 or, if we have not redeemed, repurchased or refinanced the 2017 Notes by May 1, 2017, May 15, 2017,
(b) change the threshold at which the springing minimum fixed charge coverage ratio would be tested, which threshold will now be met if excess availability is less than the greater of 10% of the lenders commitments under the revolving
credit facility (the Revolver) or $27.5 million, and (c) change the threshold at which the springing cash dominion provision would become effective, which threshold will now be met if excess availability is less than the greater of
12.5% of the lenders commitments under the Revolver or $34.375 million. Although the minimum fixed charge coverage ratio was not triggered as of December 29, 2012, the ratio as calculated under this covenant was greater than 1.1 to 1.0.
We were in compliance with all of the applicable covenants under the ABL facility as of December 29, 2012.
Note 16Benefit Plans
We maintain two defined benefit plans resulting from prior acquisitions that cover certain
employees at one plant in the United States under a collective bargaining agreement (U.S. Plan) and certain employees in the United Kingdom (U.K. Plan). Retirement benefits for employees covered by the U.S. Plan are based on
years of service multiplied by a monthly benefit factor. The monthly benefit for employees under the U.K. Plan is based on years of service multiplied by a monthly benefit factor. Pension costs are funded in accordance with the provisions of the
applicable law. Both plans are closed to new participants. We use a December 31
st
measurement date for both of our plans.
F-33
Obligations and Funded Status
The following table summarizes the change in the benefit obligation, change in plan assets and unfunded status of the two plans as of
December 29, 2012 and December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
39.3
|
|
|
$
|
34.5
|
|
Service cost
|
|
|
0.5
|
|
|
|
0.5
|
|
Interest cost
|
|
|
1.9
|
|
|
|
1.8
|
|
Plan participant contributions
|
|
|
0.1
|
|
|
|
0.1
|
|
Benefit payments
|
|
|
(0.9
|
)
|
|
|
(0.9
|
)
|
Actuarial (gains) losses
|
|
|
(0.6
|
)
|
|
|
3.4
|
|
Translation (gains) losses
|
|
|
1.5
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year
|
|
$
|
41.8
|
|
|
$
|
39.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
Plan assets beginning of year
|
|
$
|
27.5
|
|
|
$
|
26.4
|
|
Employer contributions
|
|
|
2.0
|
|
|
|
1.8
|
|
Plan participant contributions
|
|
|
0.1
|
|
|
|
0.1
|
|
Benefit payments
|
|
|
(0.9
|
)
|
|
|
(0.9
|
)
|
Actual return on plan assets
|
|
|
3.5
|
|
|
|
0.2
|
|
Translation (gains) losses
|
|
|
1.0
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
Fair value at end of year
|
|
$
|
33.2
|
|
|
$
|
27.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded Status of Plan
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
|
$
|
(41.8
|
)
|
|
$
|
(39.3
|
)
|
Fair value of plan assets
|
|
|
33.2
|
|
|
|
27.5
|
|
|
|
|
|
|
|
|
|
|
Unfunded status
|
|
$
|
(8.6
|
)
|
|
$
|
(11.8
|
)
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for both defined benefit pension plans equaled the projected benefit
obligations of $41.8 million and $39.3 million at the end of 2012 and 2011, respectively.
F-34
Periodic Pension Costs
The components of net periodic pension cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
December 29,
|
|
|
December 31,
|
|
|
January 1,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
Service cost
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost
|
|
|
1.9
|
|
|
|
1.9
|
|
|
|
1.8
|
|
Expected return on plan assets
|
|
|
(1.7
|
)
|
|
|
(1.9
|
)
|
|
|
(1.7
|
)
|
Amortization of prior service costs
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Amortization of net loss
|
|
|
1.0
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
1.8
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
Amounts included in accumulated other comprehensive income, net of tax, at year-end which have not yet been recognized in net periodic
benefit cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 29,
|
|
|
December 31,
|
|
|
January 1,
|
|
(in millions of U.S. dollars)
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
Unamortized prior service cost
|
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
Unrecognized net actuarial gain
|
|
|
5.3
|
|
|
|
8.5
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized prior service benefit
|
|
$
|
5.0
|
|
|
$
|
8.1
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions
Assumptions used to determine benefit obligations at year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
Discount rate
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
|
|
5.4
|
%
|
Assumptions used to determine net periodic benefit cost at year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
U.K. Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
4.6
|
%
|
|
|
5.4
|
%
|
|
|
5.8
|
%
|
Expected long-term rate of return on plan assets
|
|
|
5.7
|
%
|
|
|
6.9
|
%
|
|
|
7.2
|
%
|
Inflation factor
|
|
|
3.3
|
%
|
|
|
3.7
|
%
|
|
|
3.7
|
%
|
|
|
|
|
U.S. Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
3.5
|
%
|
|
|
4.1
|
%
|
|
|
5.7
|
%
|
Expected long-term rate of return on plan assets
|
|
|
7.0
|
%
|
|
|
7.0
|
%
|
|
|
7.0
|
%
|
The discount rate for the U.S. Plan is based on a model portfolio of AA rated bonds with a maturity
matched to the estimated payouts of future pension benefits for this type of plan. The discount rate of the U.K. Plan is based on a model portfolio of AA rated bonds, using the redemption yields on the constituent stocks of the Merrill Lynch index
with a maturity matched to the estimated future pension benefits. The weighted average return for both plans for the year ended December 29, 2012 was 5.7%. The expected returns under the U.S. Plan and the U.K. Plan on plan assets are based on
our expectation of the long-term average rate of return on assets in the pension funds, which is based on the allocation of assets.
F-35
Asset Mix
Our pension plan weighted-average asset allocations by asset category were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
U.K. Plan
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
59.0
|
%
|
|
|
58.3
|
%
|
Debt securities
|
|
|
40.6
|
%
|
|
|
41.7
|
%
|
Cash
|
|
|
0.4
|
%
|
|
|
0.0
|
%
|
|
|
|
U.S. Plan
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
65.2
|
%
|
|
|
66.9
|
%
|
Debt securities
|
|
|
32.4
|
%
|
|
|
33.1
|
%
|
Cash
|
|
|
2.3
|
%
|
|
|
0.0
|
%
|
Plan Assets
Our investment policy is that plan assets will be managed utilizing an investment philosophy and approach characterized by all of the following, but listed in priority order: (1) emphasis on total
return, (2) emphasis on high-quality securities, (3) sufficient income and stability of income, (4) safety of principal with limited volatility of capital through proper diversification and (5) sufficient liquidity. (The target
allocation percentages for the U.K. Plan assets are 65% in equity securities and 35% in debt securities. The target allocation percentages for the U.S. Plan assets are 50% in equity securities and 50% in debt securities. None of our equity or debt
securities are included in plan assets.)
Cash Flows
We expect to contribute $2.0 million to the pension plans during the 2013 fiscal year.
The following benefit payments are expected to be paid:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
Expected benefit payments
|
|
|
|
|
FY 2013
|
|
$
|
1.3
|
|
FY 2014
|
|
|
1.2
|
|
FY 2015
|
|
|
1.2
|
|
FY 2016
|
|
|
1.3
|
|
FY 2017
|
|
|
1.6
|
|
FY 2018 through FY 2021
|
|
|
9.1
|
|
Cott primarily maintains defined contribution retirement plans covering qualifying employees. The total
expense with respect to these plans was $6.9 million for the year ended December 29, 2012 ($6.4 millionDecember 31, 2011; $3.9 millionJanuary 1, 2011).
F-36
The fair values of the Companys pension plan assets at December 29, 2012 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
December 29, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
International mutual funds
|
|
|
12.6
|
|
|
|
|
|
|
|
|
|
Index mutual funds
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
U.S. mutual funds
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
Balanced
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
12.9
|
|
|
|
|
|
|
|
|
|
Insurance contract
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
32.8
|
|
|
$
|
0.4
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the Companys pension plan assets at December 31, 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
December 31, 2011
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
International mutual funds
|
|
|
14.8
|
|
|
|
|
|
|
|
|
|
Index mutual funds
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
U.S. mutual funds
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27.4
|
|
|
$
|
0.1
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 17Commitments and Contingencies
We lease buildings, machinery and equipment, computer hardware and furniture and fixtures. All contractual increases
and rent free periods included in the lease contract are taken into account when calculating the minimum lease payment and recognized on a straight-line basis over the lease term. Certain leases have renewal periods and contingent rentals, which are
not included in the table below. The minimum annual payments under operating leases are as follows:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
2013
|
|
$
|
19.6
|
|
2014
|
|
|
17.3
|
|
2015
|
|
|
16.1
|
|
2016
|
|
|
13.4
|
|
2017
|
|
|
11.3
|
|
Thereafter
|
|
|
34.1
|
|
|
|
|
|
|
Total
|
|
$
|
111.8
|
|
|
|
|
|
|
F-37
Operating lease expenses were:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
Year ended December 29, 2012
|
|
$
|
23.8
|
|
Year ended December 31, 2011
|
|
|
25.9
|
|
Year ended January 1, 2011
|
|
|
20.3
|
|
|
|
|
|
|
Total
|
|
$
|
70.0
|
|
|
|
|
|
|
Operating lease expenses are shown net of sublease income of $0.3 million for 2012. As of
December 29, 2012, we had commitments for capital expenditures of approximately $15.8 million.
In 2007, we entered into
a $39.7 million purchase obligation for new equipment to support our bottled water business. Of the $39.7 million, payments of $16.5 million were made as of December 29, 2007. We funded $32.5 million of water bottling equipment purchases
through a finance lease arrangement in 2008. The quarterly payments under the lease obligation totaled approximately $8.8 million per annum for the first two years, $5.3 million per annum for the subsequent two years, then $1.7 million per annum for
the final four years.
In January 2005, we were named as one of many defendants in a class action suit alleging the
unauthorized use by the defendants of container deposits and the imposition of recycling fees on consumers. On June 2, 2006, the British Columbia Supreme Court granted the summary trial application, which resulted in the dismissal of the
plaintiffs action against us and the other defendants. On June 26, 2006, the plaintiffs appealed the dismissal of the action to the British Columbia Court of Appeals which was denied, and an appeal to the Supreme Court of Canada was
rejected on December 20, 2007. In February 2005, similar class action claims were filed in a number of other Canadian provinces. Claims filed in Quebec have since been discontinued, but is unclear how the dismissal of the British Columbia case
will impact the other cases.
On August 17, 2010, we completed the Cliffstar Acquisition which included contingent
consideration of up to $55.0 million. The first $15.0 million of the contingent consideration was paid upon the achievement of milestones in certain expansion projects in 2010. The remainder of the contingent consideration was to be calculated based
on the achievement of certain performance measures during the fiscal year ending January 1, 2011. During 2011, Cott made interim payments to the seller equal to $29.6 million which was net of a $4.7 million refund due to Cott and included $0.9
million in settlement of certain of the sellers objections to the calculation of the contingent consideration.
In 2011,
the seller of Cliffstar raised certain objections to the performance measures used to calculate the contingent consideration, and the parties commenced the dispute resolution mechanism provided for in the asset purchase agreement. The sellers
claims for an additional $12.1 million in contingent consideration were submitted to binding arbitration pursuant to the asset purchase agreement and favorably resolved by payment by Cott in February 2013 of approximately $0.6 million.
We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions
arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. In addition, we are involved in legal
matters where the likelihood of loss has been judged to be reasonably possible, but for which a range of the potential loss cannot be reasonably estimated.
We had $11.0 million in standby letters of credit outstanding as of December 29, 2012 ($9.7 million December 31, 2011; $12.6 millionJanuary 1, 2011).
We have future purchase obligations of $175.0 million that consist of commitments for the purchase of inventory, energy transactions, and
payments related to information technology outsourcing agreements. These obligations represent the minimum contractual obligations expected under the normal course of business.
Note 18Shares Held in Trust treated as Treasury Shares
In May 2008, an independent trustee acting under certain of our benefit plans purchased 2.3 million of our common
shares to be used to satisfy future liabilities under the PSU Plan and the Restated EISPP. During the year ended December 29, 2012, we distributed 0.7 million shares from the trust to satisfy certain 2010 Equity Incentive Plan obligations
that had vested during the last quarter of the year. As of December 29, 2012, there were no shares held in trust and that accounted for as treasury shares under applicable accounting rules.
Note 19Hedging Transactions and Derivative Financial Instruments
We are directly and indirectly affected by changes in foreign currency market conditions. These changes in market
conditions may adversely impact our financial performance and are referred to as market risks. When deemed appropriate by management, we use derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks.
F-38
We purchase forward contract derivative instruments. Forward contracts are agreements to buy
or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes.
All derivatives are carried at fair value in the Consolidated Balance Sheets in the line item other receivables or other payables. The
carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. These allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the
same counterparty.
The accounting for gains and losses that result from changes in the fair values of derivative instruments
depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in
accumulated other comprehensive income (loss) (AOCI) and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. Due to
the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying
exposures being hedged.
We formally designate and document, at inception, the financial instrument as a hedge of a specific
underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging
transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. Any ineffective portion of a financial instruments change in fair value is immediately recognized into earnings.
We estimate the fair values of our derivatives based on quoted market prices or pricing models using current market rates
(refer to Note 21). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The
amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. We do not view the fair values of our derivatives in
isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of our derivatives are straight-forward over-the-counter instruments with liquid markets.
Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or better. We mitigate pre-settlement risk by being permitted to
net settle for transactions with the same counterparty.
Cash Flow Hedging Strategy
We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by
fluctuations in foreign currency exchange rates. The changes in the fair values of derivatives designated as cash flow hedges are recorded in AOCI and are reclassified into the line item in the Consolidated Statements of Operations in which the
hedged items are recorded in the same period the hedged items affect earnings. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow
hedging relationships during the year ended December 29, 2012. The maximum length of time over which we hedge our exposure to future cash flows is typically one year.
We maintain a foreign currency cash flow hedging program to reduce the risk that our procurement activities will be adversely affected by changes in foreign currency exchange rates. We enter into forward
contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. The total notional value of derivatives that have been designated and qualify for our foreign currency cash flow hedging program as of December 29,
2012 was approximately $13.5 million.
The fair value of the Companys derivative instruments was $0.1 million as of
December 29, 2012.
The settlement of our derivative instruments resulted in a charge to cost of sales of $0.6 million
for the year ended December 29, 2012.
F-39
Note 20Equity Offering
On August 17, 2010, we completed an underwritten public offering of 13,340,000 common shares at a price of $5.67
per share. The net proceeds of the Equity Offering of $71.1 million, after deducting expenses, underwriting discounts and commissions, were used to finance, in part, the Cliffstar Acquisition.
Note 21Fair Value Measurements
ASC No. 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized
based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair value are as follows:
|
|
|
Level 1Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active
markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
|
|
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
We have certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with U.S. GAAP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
(in millions of U.S. dollars)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
Measurements
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
|
|
|
$
|
0.1
|
|
|
$
|
|
|
|
$
|
0.1
|
|
Assets held for sale
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
Measurements
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
|
|
|
$
|
0.2
|
|
|
$
|
|
|
|
$
|
0.2
|
|
Assets held for sale
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
|
$
|
1.4
|
|
|
$
|
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-40
Fair value of financial instruments
The carrying amounts reflected in the Consolidated Balance Sheets for cash, receivables, payables, short-term borrowings and long-term
debt approximate their respective fair values, except as otherwise indicated. The carrying values and estimated fair values of our significant outstanding debt as of December 29, 2012 and December 31, 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2012
|
|
|
December 31, 2011
|
|
(in millions of U.S. dollars)
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
8.375% senior notes due in 2017
1
|
|
|
215.0
|
|
|
|
234.4
|
|
|
|
215.0
|
|
|
|
231.4
|
|
8.125% senior notes due in 2018
1
|
|
|
375.0
|
|
|
|
414.8
|
|
|
|
375.0
|
|
|
|
404.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
590.0
|
|
|
$
|
649.2
|
|
|
$
|
590.0
|
|
|
$
|
635.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The fair values
were based on the trading levels and bid/offer prices observed by a market participant and are considered level 1 financial instruments.
|
Fair value of contingent consideration
The fair value of the contingent
consideration payable in the Cliffstar Acquisition was based on significant inputs not observed in the market and thus represented a Level 3 instrument. Level 3 instruments are valued based on unobservable inputs that are supported by little or no
market activity and reflect our own assumptions in measuring fair value.
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
(in millions of U.S. dollars)
|
|
December 29,
2012
|
|
|
December 31,
2011
|
|
Beginning balance
|
|
$
|
|
|
|
$
|
32.2
|
|
Acquisition date fair value
|
|
|
|
|
|
|
|
|
Payment
|
|
|
|
|
|
|
(34.3
|
)
|
Accretion to fair value
|
|
|
|
|
|
|
1.2
|
|
Adjustments to fair value
|
|
|
0.6
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
0.6
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
In 2011, the seller of Cliffstar raised certain objections to the performance measures used to calculate
the contingent consideration, and the parties commenced the dispute resolution mechanism provided for in the asset purchase agreement. During 2011, Cott made interim payments to the seller equal to $29.6 million which was net of a $4.7 million
refund due to Cott and included $0.9 million in settlement of certain of the sellers objections to the calculation of the contingent consideration. The sellers claims for an additional $12.1 million in contingent consideration were
submitted to binding arbitration pursuant to the asset purchase agreement and favorably resolved by payment by Cott in February 2013 of approximately $0.6 million.
F-41
Note 22Quarterly Financial Information (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 29, 2012
|
|
(in millions of U.S. dollars, except per share amounts)
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
Total
|
|
Revenue
|
|
$
|
523.8
|
|
|
$
|
625.8
|
|
|
$
|
583.8
|
|
|
$
|
517.2
|
|
|
$
|
2,250.6
|
|
Cost of sales
|
|
|
460.4
|
|
|
|
533.5
|
|
|
|
510.6
|
|
|
|
456.6
|
|
|
|
1,961.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
63.4
|
|
|
|
92.3
|
|
|
|
73.2
|
|
|
|
60.6
|
|
|
|
289.5
|
|
Selling, general and administrative expenses
|
|
|
41.8
|
|
|
|
48.8
|
|
|
|
43.8
|
|
|
|
43.6
|
|
|
|
178.0
|
|
Loss on disposal of property, plant and equipment
|
|
|
0.6
|
|
|
|
0.3
|
|
|
|
0.8
|
|
|
|
0.1
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
21.0
|
|
|
|
43.2
|
|
|
|
28.6
|
|
|
|
16.9
|
|
|
|
109.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributed to Cott Corporation
|
|
$
|
5.9
|
|
|
$
|
25.1
|
|
|
$
|
14.5
|
|
|
$
|
2.3
|
|
|
$
|
47.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.06
|
|
|
$
|
0.27
|
|
|
$
|
0.15
|
|
|
$
|
0.02
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.06
|
|
|
$
|
0.26
|
|
|
$
|
0.15
|
|
|
$
|
0.02
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2011
|
|
(in millions of U.S. dollars, except per share amounts)
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
Total
|
|
Revenue
|
|
$
|
534.1
|
|
|
$
|
640.0
|
|
|
$
|
611.3
|
|
|
$
|
549.2
|
|
|
$
|
2,334.6
|
|
Cost of sales
|
|
|
464.5
|
|
|
|
552.0
|
|
|
|
543.7
|
|
|
|
497.8
|
|
|
|
2,058.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
69.6
|
|
|
|
88.0
|
|
|
|
67.6
|
|
|
|
51.4
|
|
|
|
276.6
|
|
Selling, general and administrative expenses
|
|
|
45.1
|
|
|
|
45.1
|
|
|
|
38.1
|
|
|
|
44.4
|
|
|
|
172.7
|
|
Loss on disposal of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
0.7
|
|
|
|
1.2
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
0.6
|
|
Intangible asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
24.5
|
|
|
|
42.9
|
|
|
|
29.0
|
|
|
|
4.3
|
|
|
|
100.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
6.8
|
|
|
$
|
26.5
|
|
|
$
|
16.2
|
|
|
$
|
(11.9
|
)
|
|
$
|
37.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
$
|
0.17
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
0.28
|
|
|
$
|
0.17
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 23Guarantor Subsidiaries
The 2017 Notes and 2018 Notes issued by our wholly-owned subsidiary, Cott Beverages, Inc., are unconditionally
guaranteed on a senior basis pursuant to guarantees by Cott Corporation and certain other wholly owned subsidiaries (the Guarantor Subsidiaries). The guarantees of the Guarantor Subsidiaries are subject to release in limited
circumstances only upon the occurrence of certain customary conditions.
We have not presented separate financial statements
and separate disclosures have not been provided concerning subsidiary guarantors because management has determined such information is not material to the holders of the above-mentioned notes.
The following supplemental financial information sets forth on an unconsolidated basis, our Balance Sheets, Statements of Operations and
Cash Flows for Cott Corporation, Cott Beverages Inc., Guarantor Subsidiaries and our other subsidiaries (the Non-guarantor Subsidiaries). The supplemental financial information reflects our investments and those of Cott Beverages Inc. in
their respective subsidiaries using the equity method of accounting. In the third quarter of 2012, we revised the financial statements of certain Non-guarantor Subsidiaries to properly reflect their capitalization and subsequent investment in
certain Guarantor Subsidiaries resulting from a reorganization completed in connection with the Cliffstar Acquisition. These Non-guarantor Subsidiaries, which have no business operations and no operating assets, hold, directly or indirectly, our
investments in substantially all of the Guarantor Subsidiaries and therefore may be viewed for purposes of this disclosure as in-substance Guarantor Subsidiaries themselves. We have therefore included these Non-guarantor Subsidiaries as Guarantor
Subsidiaries in the supplemental financial information below and have revised the Consolidated Balance Sheets as of December 31, 2011. While this revision does not change the assets available to satisfy the guarantees made by the Guarantor
Subsidiaries, the inclusion of these Non-guarantor Subsidiaries in the Guarantor Subsidiary column for purposes of the below disclosure results in the December 31, 2011 investment in subsidiaries and equity accounts for Non-guarantor
Subsidiaries being reduced by $225.3 million. There was no change to the Consolidated Balance Sheets nor any changes to the Consolidating Statements of Operations and Cash Flows for the periods presented.
F-42
Condensed Consolidating Statement of Operations
For the year ended December 29, 2012
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Revenue, net
|
|
$
|
201.8
|
|
|
$
|
864.5
|
|
|
$
|
1,042.8
|
|
|
$
|
172.9
|
|
|
$
|
(31.4
|
)
|
|
$
|
2,250.6
|
|
Cost of sales
|
|
|
165.3
|
|
|
|
730.4
|
|
|
|
940.8
|
|
|
|
156.0
|
|
|
|
(31.4
|
)
|
|
|
1,961.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
36.5
|
|
|
|
134.1
|
|
|
|
102.0
|
|
|
|
16.9
|
|
|
|
|
|
|
|
289.5
|
|
Selling, general and administrative expenses
|
|
|
32.1
|
|
|
|
64.8
|
|
|
|
71.1
|
|
|
|
10.0
|
|
|
|
|
|
|
|
178.0
|
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4.4
|
|
|
|
68.6
|
|
|
|
30.3
|
|
|
|
6.4
|
|
|
|
|
|
|
|
109.7
|
|
|
|
|
|
|
|
|
Contingent consideration earn-out adjustment
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
Other expense (income), net
|
|
|
0.4
|
|
|
|
(1.7
|
)
|
|
|
(0.6
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(2.0
|
)
|
Intercompany interest (income) expense, net
|
|
|
|
|
|
|
(11.0
|
)
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
0.1
|
|
|
|
53.3
|
|
|
|
0.7
|
|
|
|
0.1
|
|
|
|
|
|
|
|
54.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense (benefit) and equity income (loss)
|
|
|
3.9
|
|
|
|
27.4
|
|
|
|
19.2
|
|
|
|
6.4
|
|
|
|
|
|
|
|
56.9
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
3.0
|
|
|
|
2.2
|
|
|
|
(0.7
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
4.6
|
|
Equity income (loss)
|
|
|
46.9
|
|
|
|
5.0
|
|
|
|
30.5
|
|
|
|
|
|
|
|
(82.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
47.8
|
|
|
$
|
30.2
|
|
|
$
|
50.4
|
|
|
$
|
6.3
|
|
|
$
|
(82.4
|
)
|
|
$
|
52.3
|
|
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
47.8
|
|
|
$
|
30.2
|
|
|
$
|
50.4
|
|
|
$
|
1.8
|
|
|
$
|
(82.4
|
)
|
|
$
|
47.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributed to Cott Corporation
|
|
$
|
60.1
|
|
|
$
|
52.6
|
|
|
$
|
(33.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
60.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-43
Condensed Consolidating Statement of Operations
For the year ended December 31, 2011
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Revenue, net
|
|
$
|
207.0
|
|
|
$
|
932.3
|
|
|
$
|
1,065.7
|
|
|
$
|
167.3
|
|
|
$
|
(37.7
|
)
|
|
$
|
2,334.6
|
|
Cost of sales
|
|
|
167.8
|
|
|
|
825.5
|
|
|
|
951.7
|
|
|
|
150.7
|
|
|
|
(37.7
|
)
|
|
|
2,058.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
39.2
|
|
|
|
106.8
|
|
|
|
114.0
|
|
|
|
16.6
|
|
|
|
|
|
|
|
276.6
|
|
Selling, general and administrative expenses
|
|
|
30.1
|
|
|
|
59.0
|
|
|
|
71.8
|
|
|
|
11.8
|
|
|
|
|
|
|
|
172.7
|
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.4
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
0.6
|
|
Intangible asset impairments
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
9.1
|
|
|
|
46.0
|
|
|
|
41.4
|
|
|
|
4.2
|
|
|
|
|
|
|
|
100.7
|
|
|
|
|
|
|
|
|
Contingent consideration earn-out adjustment
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
Other expense (income), net
|
|
|
1.6
|
|
|
|
(0.3
|
)
|
|
|
0.2
|
|
|
|
0.7
|
|
|
|
|
|
|
|
2.2
|
|
Intercompany interest (income) expense, net
|
|
|
(3.5
|
)
|
|
|
(4.1
|
)
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
0.3
|
|
|
|
54.8
|
|
|
|
1.8
|
|
|
|
0.2
|
|
|
|
|
|
|
|
57.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense (benefit) and equity income (loss)
|
|
|
10.7
|
|
|
|
(4.4
|
)
|
|
|
30.9
|
|
|
|
3.3
|
|
|
|
|
|
|
|
40.5
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
2.9
|
|
|
|
(0.8
|
)
|
|
|
(3.3
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
(0.7
|
)
|
Equity income (loss)
|
|
|
29.8
|
|
|
|
4.2
|
|
|
|
0.8
|
|
|
|
|
|
|
|
(34.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37.6
|
|
|
$
|
0.6
|
|
|
$
|
35.0
|
|
|
$
|
2.8
|
|
|
$
|
(34.8
|
)
|
|
$
|
41.2
|
|
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
37.6
|
|
|
$
|
0.6
|
|
|
$
|
35.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
(34.8
|
)
|
|
$
|
37.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributed to Cott Corporation
|
|
$
|
30.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
128.5
|
|
|
$
|
2.6
|
|
|
$
|
(129.8
|
)
|
|
$
|
30.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
Condensed Consolidating Statement of Operations
For the year ended January 1, 2011
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Revenue, net
|
|
$
|
201.0
|
|
|
$
|
905.6
|
|
|
$
|
600.4
|
|
|
$
|
137.6
|
|
|
$
|
(41.3
|
)
|
|
$
|
1,803.3
|
|
Cost of sales
|
|
|
158.0
|
|
|
|
774.3
|
|
|
|
527.0
|
|
|
|
119.0
|
|
|
|
(41.3
|
)
|
|
|
1,537.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
43.0
|
|
|
|
131.3
|
|
|
|
73.4
|
|
|
|
18.6
|
|
|
|
|
|
|
|
266.3
|
|
Selling, general and administrative expenses
|
|
|
31.0
|
|
|
|
79.1
|
|
|
|
42.6
|
|
|
|
14.0
|
|
|
|
|
|
|
|
166.7
|
|
Loss (gain) on disposal of property, plant & equipment
|
|
|
|
|
|
|
1.0
|
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
|
|
|
|
|
|
1.1
|
|
Restructuring
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
12.0
|
|
|
|
51.7
|
|
|
|
30.9
|
|
|
|
4.4
|
|
|
|
|
|
|
|
99.0
|
|
|
|
|
|
|
|
|
Contingent consideration earn-out adjustment
|
|
|
|
|
|
|
|
|
|
|
(20.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(20.3
|
)
|
Other expense (income), net
|
|
|
2.3
|
|
|
|
1.3
|
|
|
|
0.8
|
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
4.0
|
|
Intercompany interest (income) expense, net
|
|
|
(6.8
|
)
|
|
|
8.2
|
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
(0.0
|
)
|
Interest expense, net
|
|
|
0.2
|
|
|
|
35.6
|
|
|
|
0.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
36.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense and equity income (loss)
|
|
|
16.3
|
|
|
|
6.6
|
|
|
|
50.8
|
|
|
|
4.6
|
|
|
|
0.1
|
|
|
|
78.4
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
4.5
|
|
|
|
12.0
|
|
|
|
1.7
|
|
|
|
0.4
|
|
|
|
|
|
|
|
18.6
|
|
Equity income
|
|
|
42.9
|
|
|
|
6.0
|
|
|
|
0.9
|
|
|
|
|
|
|
|
(49.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
54.7
|
|
|
$
|
0.6
|
|
|
$
|
50.0
|
|
|
$
|
4.2
|
|
|
$
|
(49.7
|
)
|
|
$
|
59.8
|
|
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
54.7
|
|
|
$
|
0.6
|
|
|
$
|
50.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
(49.7
|
)
|
|
$
|
54.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributed to Cott Corporation
|
|
$
|
58.5
|
|
|
$
|
(5.2
|
)
|
|
$
|
52.0
|
|
|
$
|
(2.0
|
)
|
|
$
|
(44.8
|
)
|
|
$
|
58.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
Consolidating Balance Sheet
As of December 29, 2012
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
39.8
|
|
|
$
|
37.5
|
|
|
$
|
96.4
|
|
|
$
|
5.7
|
|
|
$
|
|
|
|
$
|
179.4
|
|
Accounts receivable, net of allowance
|
|
|
18.4
|
|
|
|
111.5
|
|
|
|
122.3
|
|
|
|
16.2
|
|
|
|
(69.0
|
)
|
|
|
199.4
|
|
Income taxes recoverable
|
|
|
|
|
|
|
0.9
|
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
|
|
|
|
1.2
|
|
Inventories
|
|
|
21.1
|
|
|
|
65.9
|
|
|
|
130.8
|
|
|
|
7.0
|
|
|
|
|
|
|
|
224.8
|
|
Prepaid expenses and other assets
|
|
|
2.5
|
|
|
|
13.4
|
|
|
|
4.3
|
|
|
|
0.1
|
|
|
|
|
|
|
|
20.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
81.8
|
|
|
|
229.2
|
|
|
|
354.0
|
|
|
|
29.1
|
|
|
|
(69.0
|
)
|
|
|
625.1
|
|
|
|
|
|
|
|
|
Property, plant & equipment, net
|
|
|
50.7
|
|
|
|
188.4
|
|
|
|
242.0
|
|
|
|
9.8
|
|
|
|
|
|
|
|
490.9
|
|
Goodwill
|
|
|
27.5
|
|
|
|
4.5
|
|
|
|
98.3
|
|
|
|
|
|
|
|
|
|
|
|
130.3
|
|
Intangibles and other assets, net
|
|
|
1.0
|
|
|
|
101.4
|
|
|
|
198.4
|
|
|
|
14.6
|
|
|
|
|
|
|
|
315.4
|
|
Deferred income taxes
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
3.3
|
|
Other tax receivable
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
Due from affiliates
|
|
|
40.0
|
|
|
|
175.2
|
|
|
|
78.0
|
|
|
|
41.9
|
|
|
|
(335.1
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
487.5
|
|
|
|
389.7
|
|
|
|
820.0
|
|
|
|
|
|
|
|
(1,697.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
691.6
|
|
|
$
|
1,088.5
|
|
|
$
|
1,791.3
|
|
|
$
|
95.8
|
|
|
$
|
(2,101.3
|
)
|
|
$
|
1,565.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
|
|
|
$
|
1.9
|
|
Accounts payable and accrued liabilities
|
|
|
36.2
|
|
|
|
119.5
|
|
|
|
193.1
|
|
|
|
7.9
|
|
|
|
(69.0
|
)
|
|
|
287.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
36.2
|
|
|
|
120.8
|
|
|
|
193.3
|
|
|
|
8.3
|
|
|
|
(69.0
|
)
|
|
|
289.6
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
0.2
|
|
|
|
598.7
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
|
|
|
|
601.8
|
|
Deferred income taxes
|
|
|
|
|
|
|
30.3
|
|
|
|
7.9
|
|
|
|
0.9
|
|
|
|
|
|
|
|
39.1
|
|
Other long-term liabilities
|
|
|
0.2
|
|
|
|
4.0
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
12.5
|
|
Due to affiliates
|
|
|
43.2
|
|
|
|
76.7
|
|
|
|
177.8
|
|
|
|
37.4
|
|
|
|
(335.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
79.8
|
|
|
|
830.5
|
|
|
|
388.8
|
|
|
|
48.0
|
|
|
|
(404.1
|
)
|
|
|
943.0
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock, no par
|
|
|
397.8
|
|
|
|
574.5
|
|
|
|
1,724.3
|
|
|
|
83.6
|
|
|
|
(2,382.4
|
)
|
|
|
397.8
|
|
Additional paid-in-capital
|
|
|
40.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.4
|
|
Retained earnings (deficit)
|
|
|
186.0
|
|
|
|
(329.7
|
)
|
|
|
(331.2
|
)
|
|
|
(46.1
|
)
|
|
|
707.0
|
|
|
|
186.0
|
|
Accumulated other comprehensive (loss) income
|
|
|
(12.4
|
)
|
|
|
13.2
|
|
|
|
9.4
|
|
|
|
(0.8
|
)
|
|
|
(21.8
|
)
|
|
|
(12.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
611.8
|
|
|
|
258.0
|
|
|
|
1,402.5
|
|
|
|
36.7
|
|
|
|
(1,697.2
|
)
|
|
|
611.8
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1
|
|
|
|
|
|
|
|
11.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
611.8
|
|
|
|
258.0
|
|
|
|
1,402.5
|
|
|
|
47.8
|
|
|
|
(1,697.2
|
)
|
|
|
622.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
691.6
|
|
|
$
|
1,088.5
|
|
|
$
|
1,791.3
|
|
|
$
|
95.8
|
|
|
$
|
(2,101.3
|
)
|
|
$
|
1,565.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-46
Consolidating Balance Sheet
As of December 31, 2011
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
13.7
|
|
|
$
|
20.7
|
|
|
$
|
58.9
|
|
|
$
|
7.6
|
|
|
$
|
|
|
|
$
|
100.9
|
|
Accounts receivable, net of allowance
|
|
|
22.4
|
|
|
|
97.2
|
|
|
|
136.3
|
|
|
|
14.6
|
|
|
|
(59.7
|
)
|
|
|
210.8
|
|
Income taxes recoverable
|
|
|
|
|
|
|
8.8
|
|
|
|
0.8
|
|
|
|
0.3
|
|
|
|
|
|
|
|
9.9
|
|
Inventories
|
|
|
18.1
|
|
|
|
60.2
|
|
|
|
124.2
|
|
|
|
7.5
|
|
|
|
|
|
|
|
210.0
|
|
Prepaid expenses and other assets
|
|
|
1.8
|
|
|
|
13.8
|
|
|
|
3.6
|
|
|
|
0.1
|
|
|
|
|
|
|
|
19.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
56.0
|
|
|
|
200.7
|
|
|
|
323.8
|
|
|
|
30.1
|
|
|
|
(59.7
|
)
|
|
|
550.9
|
|
|
|
|
|
|
|
|
Property, plant & equipment, net
|
|
|
48.0
|
|
|
|
179.3
|
|
|
|
245.1
|
|
|
|
9.8
|
|
|
|
|
|
|
|
482.2
|
|
Goodwill
|
|
|
26.9
|
|
|
|
4.5
|
|
|
|
98.2
|
|
|
|
|
|
|
|
|
|
|
|
129.6
|
|
Intangibles and other assets, net
|
|
|
0.9
|
|
|
|
105.3
|
|
|
|
216.5
|
|
|
|
18.4
|
|
|
|
|
|
|
|
341.1
|
|
Deferred income taxes
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Other tax receivable
|
|
|
0.5
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
Due from affiliates
|
|
|
30.3
|
|
|
|
166.4
|
|
|
|
79.1
|
|
|
|
41.9
|
|
|
|
(317.7
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
459.8
|
|
|
|
365.5
|
|
|
|
572.3
|
|
|
|
|
|
|
|
(1,397.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
626.5
|
|
|
$
|
1,021.7
|
|
|
$
|
1,535.5
|
|
|
$
|
100.2
|
|
|
$
|
(1,775.0
|
)
|
|
$
|
1,508.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
2.9
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
|
|
|
$
|
3.4
|
|
Accounts payable and accrued liabilities
|
|
|
27.1
|
|
|
|
117.1
|
|
|
|
181.2
|
|
|
|
15.4
|
|
|
|
(59.7
|
)
|
|
|
281.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
27.1
|
|
|
|
120.0
|
|
|
|
181.3
|
|
|
|
15.8
|
|
|
|
(59.7
|
)
|
|
|
284.5
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
0.2
|
|
|
|
599.0
|
|
|
|
1.2
|
|
|
|
1.7
|
|
|
|
|
|
|
|
602.1
|
|
Deferred income taxes
|
|
|
|
|
|
|
26.8
|
|
|
|
6.8
|
|
|
|
0.5
|
|
|
|
|
|
|
|
34.1
|
|
Other long-term liabilities
|
|
|
0.2
|
|
|
|
3.5
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
20.0
|
|
Due to affiliates
|
|
|
43.2
|
|
|
|
77.8
|
|
|
|
168.9
|
|
|
|
27.8
|
|
|
|
(317.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
70.7
|
|
|
|
827.1
|
|
|
|
374.5
|
|
|
|
45.8
|
|
|
|
(377.4
|
)
|
|
|
940.7
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock, no par
|
|
|
395.9
|
|
|
|
569.3
|
|
|
|
1,396.5
|
|
|
|
82.8
|
|
|
|
(2,048.6
|
)
|
|
|
395.9
|
|
Treasury stock
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.1
|
)
|
Additional paid-in-capital
|
|
|
42.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42.6
|
|
Retained earnings (deficit)
|
|
|
144.1
|
|
|
|
(365.5
|
)
|
|
|
(329.0
|
)
|
|
|
(42.1
|
)
|
|
|
736.6
|
|
|
|
144.1
|
|
Accumulated other comprehensive (loss) income
|
|
|
(24.7
|
)
|
|
|
(9.2
|
)
|
|
|
93.5
|
|
|
|
1.3
|
|
|
|
(85.6
|
)
|
|
|
(24.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
555.8
|
|
|
|
194.6
|
|
|
|
1,161.0
|
|
|
|
42.0
|
|
|
|
(1,397.6
|
)
|
|
|
555.8
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.4
|
|
|
|
|
|
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
555.8
|
|
|
|
194.6
|
|
|
|
1,161.0
|
|
|
|
54.4
|
|
|
|
(1,397.6
|
)
|
|
|
568.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
626.5
|
|
|
$
|
1,021.7
|
|
|
$
|
1,535.5
|
|
|
$
|
100.2
|
|
|
$
|
(1,775.0
|
)
|
|
$
|
1,508.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-47
Condensed Consolidating Statement of Cash Flows
For the year ended December 29, 2012
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
47.8
|
|
|
$
|
30.2
|
|
|
$
|
50.4
|
|
|
$
|
6.3
|
|
|
$
|
(82.4
|
)
|
|
$
|
52.3
|
|
Depreciation & amortization
|
|
|
6.5
|
|
|
|
36.9
|
|
|
|
48.4
|
|
|
|
5.9
|
|
|
|
|
|
|
|
97.7
|
|
Amortization of financing fees
|
|
|
0.2
|
|
|
|
3.3
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
3.7
|
|
Share-based compensation expense
|
|
|
1.1
|
|
|
|
2.7
|
|
|
|
1.0
|
|
|
|
0.1
|
|
|
|
|
|
|
|
4.9
|
|
Increase in deferred income taxes
|
|
|
0.4
|
|
|
|
3.6
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
Gain on bargain purchase
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.7
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
|
|
|
|
1.8
|
|
Equity (loss) income, net of distributions
|
|
|
(46.9
|
)
|
|
|
(5.0
|
)
|
|
|
(30.5
|
)
|
|
|
|
|
|
|
82.4
|
|
|
|
|
|
Intercompany transactions
|
|
|
28.0
|
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
(33.9
|
)
|
|
|
|
|
Other non-cash items
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
Net change in operating assets and liabilities, net of acquisition
|
|
|
(6.8
|
)
|
|
|
(3.9
|
)
|
|
|
(15.2
|
)
|
|
|
2.1
|
|
|
|
33.9
|
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
30.3
|
|
|
|
74.0
|
|
|
|
53.8
|
|
|
|
14.9
|
|
|
|
|
|
|
|
173.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
|
|
(4.7
|
)
|
|
|
(5.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(9.7
|
)
|
Additions to property, plant & equipment
|
|
|
(7.7
|
)
|
|
|
(45.2
|
)
|
|
|
(14.2
|
)
|
|
|
(2.6
|
)
|
|
|
|
|
|
|
(69.7
|
)
|
Additions to intangibles and other assets
|
|
|
(0.6
|
)
|
|
|
(5.1
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
(5.2
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
1.3
|
|
|
|
|
|
|
|
2.3
|
|
Proceeds from insurance recoveries
|
|
|
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9
|
|
Advances to affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.7
|
)
|
|
|
9.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(8.3
|
)
|
|
|
(53.1
|
)
|
|
|
(17.7
|
)
|
|
|
(11.0
|
)
|
|
|
9.7
|
|
|
|
(80.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
0.1
|
|
|
|
(2.9
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(3.3
|
)
|
Borrowings under ABL
|
|
|
|
|
|
|
24.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.5
|
|
Payments under ABL
|
|
|
|
|
|
|
(24.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.5
|
)
|
Advances from affiliates
|
|
|
9.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.7
|
)
|
|
|
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.6
|
)
|
|
|
|
|
|
|
(5.6
|
)
|
Common share repurchase
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
Dividends paid to shareholders
|
|
|
(5.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.8
|
)
|
Financing fees
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
3.7
|
|
|
|
(4.1
|
)
|
|
|
|
|
|
|
(6.1
|
)
|
|
|
(9.7
|
)
|
|
|
(16.2
|
)
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
0.4
|
|
|
|
|
|
|
|
1.4
|
|
|
|
0.3
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash & cash equivalents
|
|
|
26.1
|
|
|
|
16.8
|
|
|
|
37.5
|
|
|
|
(1.9
|
)
|
|
|
|
|
|
|
78.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
13.7
|
|
|
|
20.7
|
|
|
|
58.9
|
|
|
|
7.6
|
|
|
|
|
|
|
|
100.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
39.8
|
|
|
$
|
37.5
|
|
|
$
|
96.4
|
|
|
$
|
5.7
|
|
|
$
|
|
|
|
$
|
179.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2011
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37.6
|
|
|
$
|
0.6
|
|
|
$
|
35.0
|
|
|
$
|
2.8
|
|
|
$
|
(34.8
|
)
|
|
$
|
41.2
|
|
Depreciation & amortization
|
|
|
6.0
|
|
|
|
35.1
|
|
|
|
48.2
|
|
|
|
6.0
|
|
|
|
|
|
|
|
95.3
|
|
Amortization of financing fees
|
|
|
0.3
|
|
|
|
3.3
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
Share-based compensation expense
|
|
|
1.1
|
|
|
|
1.0
|
|
|
|
0.7
|
|
|
|
0.1
|
|
|
|
|
|
|
|
2.9
|
|
Increase (decrease) in deferred income taxes
|
|
|
0.4
|
|
|
|
0.1
|
|
|
|
(3.9
|
)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(3.7
|
)
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.4
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
1.2
|
|
Asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
0.6
|
|
Intangible asset impairments
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Contract termination payments
|
|
|
(0.8
|
)
|
|
|
(2.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
Equity (loss) income, net of distributions
|
|
|
(29.6
|
)
|
|
|
(4.2
|
)
|
|
|
0.2
|
|
|
|
|
|
|
|
33.6
|
|
|
|
|
|
Intercompany transactions
|
|
|
25.8
|
|
|
|
9.6
|
|
|
|
|
|
|
|
|
|
|
|
(35.4
|
)
|
|
|
|
|
Other non-cash items
|
|
|
(0.1
|
)
|
|
|
1.1
|
|
|
|
3.6
|
|
|
|
0.3
|
|
|
|
|
|
|
|
4.9
|
|
Net change in operating assets and liabilities
|
|
|
(25.7
|
)
|
|
|
210.4
|
|
|
|
(198.6
|
)
|
|
|
(3.8
|
)
|
|
|
36.6
|
|
|
|
18.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
15.0
|
|
|
|
256.5
|
|
|
|
(113.7
|
)
|
|
|
5.7
|
|
|
|
|
|
|
|
163.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
|
|
(34.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34.3
|
)
|
Additions to property, plant & equipment
|
|
|
(5.2
|
)
|
|
|
(33.9
|
)
|
|
|
(9.5
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(48.8
|
)
|
Additions to intangibles and other assets
|
|
|
(0.2
|
)
|
|
|
(5.3
|
)
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(5.7
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
Other investing activities
|
|
|
|
|
|
|
(1.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.8
|
)
|
Advances to affiliates
|
|
|
|
|
|
|
|
|
|
|
156.1
|
|
|
|
3.6
|
|
|
|
(159.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(5.4
|
)
|
|
|
(74.9
|
)
|
|
|
146.5
|
|
|
|
3.3
|
|
|
|
(159.7
|
)
|
|
|
(90.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
0.1
|
|
|
|
(6.4
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(6.8
|
)
|
Borrowings under ABL
|
|
|
|
|
|
|
224.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224.1
|
|
Payments under ABL
|
|
|
|
|
|
|
(231.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(231.9
|
)
|
Advances from affiliates
|
|
|
(3.6
|
)
|
|
|
(156.1
|
)
|
|
|
|
|
|
|
|
|
|
|
159.7
|
|
|
|
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.0
|
)
|
|
|
|
|
|
|
(6.0
|
)
|
Exercise of options
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
Net cash used in financing activities
|
|
|
(3.5
|
)
|
|
|
(170.0
|
)
|
|
|
|
|
|
|
(6.5
|
)
|
|
|
159.7
|
|
|
|
(20.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
0.1
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash & cash equivalents
|
|
|
5.9
|
|
|
|
11.6
|
|
|
|
32.9
|
|
|
|
2.3
|
|
|
|
|
|
|
|
52.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
7.8
|
|
|
|
9.1
|
|
|
|
26.0
|
|
|
|
5.3
|
|
|
|
|
|
|
|
48.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
13.7
|
|
|
$
|
20.7
|
|
|
$
|
58.9
|
|
|
$
|
7.6
|
|
|
$
|
|
|
|
$
|
100.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
Condensed Consolidating Statement of Cash Flows
For the year ended January 1, 2011
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cott
Corporation
|
|
|
Cott
Beverages
Inc.
|
|
|
Guarantor
Subsidiaries
|
|
|
Non-Guarantor
Subsidiaries
|
|
|
Elimination
Entries
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
54.7
|
|
|
$
|
0.6
|
|
|
$
|
50.0
|
|
|
$
|
4.2
|
|
|
$
|
(49.7
|
)
|
|
$
|
59.8
|
|
Depreciation & amortization
|
|
|
6.3
|
|
|
|
35.4
|
|
|
|
26.4
|
|
|
|
5.9
|
|
|
|
|
|
|
|
74.0
|
|
Amortization of financing fees
|
|
|
0.4
|
|
|
|
2.1
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
2.7
|
|
Share-based compensation expense
|
|
|
0.7
|
|
|
|
3.9
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Increase in deferred income taxes
|
|
|
2.3
|
|
|
|
12.0
|
|
|
|
1.7
|
|
|
|
1.1
|
|
|
|
|
|
|
|
17.0
|
|
Write-off of financing fees
|
|
|
0.2
|
|
|
|
1.0
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Loss (gain) on disposal of property, plant & equipment
|
|
|
|
|
|
|
1.0
|
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
|
|
|
|
|
|
1.1
|
|
Loss on buyback of Notes
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
Contingent consideration earn-out adjustment
|
|
|
|
|
|
|
|
|
|
|
(20.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(20.3
|
)
|
Contract termination loss
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
|
Contract termination payments
|
|
|
|
|
|
|
(5.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.4
|
)
|
Equity (loss) income, net of distributions
|
|
|
(42.9
|
)
|
|
|
(6.0
|
)
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
49.8
|
|
|
|
|
|
Intercompany transactions
|
|
|
8.9
|
|
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
|
(16.5
|
)
|
|
|
|
|
Other non-cash items
|
|
|
2.0
|
|
|
|
3.8
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
5.5
|
|
Net change in operating assets and liabilities
|
|
|
(35.3
|
)
|
|
|
63.4
|
|
|
|
(17.9
|
)
|
|
|
7.6
|
|
|
|
16.4
|
|
|
|
34.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(2.8
|
)
|
|
|
123.1
|
|
|
|
39.4
|
|
|
|
18.7
|
|
|
|
|
|
|
|
178.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
|
|
(507.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(507.7
|
)
|
Additions to property, plant & equipment
|
|
|
(5.4
|
)
|
|
|
(26.5
|
)
|
|
|
(10.6
|
)
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
(44.0
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.2
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.6
|
|
|
|
|
|
|
|
1.2
|
|
Advances to affiliates
|
|
|
21.0
|
|
|
|
|
|
|
|
(12.3
|
)
|
|
|
(8.8
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
15.6
|
|
|
|
(538.1
|
)
|
|
|
(22.6
|
)
|
|
|
(9.7
|
)
|
|
|
0.1
|
|
|
|
(554.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
0.1
|
|
|
|
(18.3
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(18.7
|
)
|
Issuance of long-term debt
|
|
|
|
|
|
|
375.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375.0
|
|
Borrowings under ABL
|
|
|
|
|
|
|
307.1
|
|
|
|
59.4
|
|
|
|
|
|
|
|
|
|
|
|
366.5
|
|
Payments under ABL
|
|
|
|
|
|
|
(319.3
|
)
|
|
|
(59.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(379.0
|
)
|
Advances from affiliates
|
|
|
8.8
|
|
|
|
12.3
|
|
|
|
(21.0
|
)
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
Intercompany contributions
|
|
|
(89.8
|
)
|
|
|
71.1
|
|
|
|
18.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.4
|
)
|
|
|
|
|
|
|
(7.4
|
)
|
Issuance of common shares, net of offering fees
|
|
|
71.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.1
|
|
Financing fees
|
|
|
|
|
|
|
(14.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(9.8
|
)
|
|
|
413.7
|
|
|
|
(2.6
|
)
|
|
|
(7.9
|
)
|
|
|
(0.1
|
)
|
|
|
393.3
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
0.6
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash & cash equivalents
|
|
|
3.6
|
|
|
|
(1.3
|
)
|
|
|
13.8
|
|
|
|
1.2
|
|
|
|
|
|
|
|
17.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
4.2
|
|
|
|
10.4
|
|
|
|
12.2
|
|
|
|
4.1
|
|
|
|
|
|
|
|
30.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
7.8
|
|
|
$
|
9.1
|
|
|
$
|
26.0
|
|
|
$
|
5.3
|
|
|
$
|
|
|
|
$
|
48.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Note 24Subsequent Event
On February 14, 2013, the Board of Directors declared a dividend of C$0.06 per share on common shares, payable in
cash on April 5, 2013 to shareowners of record at the close of business on March 20, 2013.
F-50
Schedule IIValuation and Qualifying Accounts
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|
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|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Year ended December 29, 2012
|
|
Description
|
|
Balance at
Beginning of Year
|
|
|
Reduction in
Sales
|
|
|
Charged to Costs
and Expenses
|
|
|
Charged to
Other Accounts
|
|
|
Deductions
|
|
|
Balance at
End of Year
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
$
|
(5.7
|
)
|
|
$
|
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
|
$
|
(6.7
|
)
|
Inventories
|
|
|
(8.8
|
)
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
(0.3
|
)
|
|
|
0.2
|
|
|
|
(10.5
|
)
|
Deferred income tax assets
|
|
|
(22.2
|
)
|
|
|
|
|
|
|
(5.6
|
)
|
|
|
0.3
|
|
|
|
|
|
|
|
(27.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(36.7
|
)
|
|
$
|
|
|
|
$
|
(8.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.6
|
|
|
$
|
(44.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Year ended December 31, 2011
|
|
Description
|
|
Balance at
Beginning of Year
|
|
|
Reduction in
Sales
|
|
|
Charged to Costs
and Expenses
|
|
|
Charged to
Other Accounts
|
|
|
Deductions
|
|
|
Balance at
End of Year
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
$
|
(7.0
|
)
|
|
$
|
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
$
|
(5.7
|
)
|
Inventories
|
|
|
(8.2
|
)
|
|
|
|
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
1.5
|
|
|
|
(8.8
|
)
|
Deferred income tax assets
|
|
|
(12.7
|
)
|
|
|
|
|
|
|
(9.4
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(22.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(27.9
|
)
|
|
$
|
|
|
|
$
|
(10.9
|
)
|
|
$
|
0.1
|
|
|
$
|
2.0
|
|
|
$
|
(36.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Year ended January 1, 2011
|
|
Description
|
|
Balance at
Beginning of Year
|
|
|
Reduction in
Sales
|
|
|
Charged to Costs
and Expenses
|
|
|
Charged to
Other Accounts
|
|
|
Deductions
|
|
|
Balance at
End of Year
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the asset to which they apply
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances for losses on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
$
|
(5.9
|
)
|
|
$
|
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(7.0
|
)
|
Inventories
|
|
|
(6.7
|
)
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
0.2
|
|
|
|
(0.4
|
)
|
|
|
(8.2
|
)
|
Deferred income tax assets
|
|
|
(17.6
|
)
|
|
|
|
|
|
|
4.4
|
|
|
|
0.5
|
|
|
|
|
|
|
|
(12.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(30.2
|
)
|
|
$
|
|
|
|
$
|
2.5
|
|
|
$
|
0.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
(27.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-51
Cott Corporation