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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2003
-----------------------------------
Commission File Number 000-19914
-----------------------------------
COTT CORPORATION
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(Exact name of registrant as specified in its charter)
CANADA None
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
207 Queen's Quay W, Suite 340, Toronto, Ontario M5J 1A7
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(Address of principal executive offices) (Postal Code)
(416) 203-3898
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
There were 69,468,755 shares of common stock outstanding as of July 31, 2003.
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1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the three and six month
periods ended June 28, 2003 and June 29, 2002............... Page 3
Consolidated Balance Sheets as of June 28, 2003 and
December 28, 2002........................................... Page 4
Consolidated Statements of Shareowners' Equity as of
June 28, 2003 and June 29, 2002............................. Page 5
Consolidated Statements of Cash Flows for the three and six
month periods ended June 28, 2003 and June 29, 2002......... Page 6
Notes to the Consolidated Financial Statements ............... Page 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................. Page 16
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ................................................ Page 21
Item 4. Controls and Procedures ...................................... Page 21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ............................................ Page 22
Item 4. Submission of Matters to a Vote of Security Holders........... Page 22
Item 6. Financial Statement Schedules, Exhibits and Reports on
Form 8-K ................................................... Page 23
Signatures ............................................................. Page 24
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COTT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, except per share amounts)
Unaudited
For the three months ended For the six months ended
-------------------------- ------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
-------- -------- -------- --------
SALES $ 388.1 $ 329.5 $ 683.4 $ 579.5
Cost of sales 311.2 262.4 550.1 466.3
------- ------- ------- -------
GROSS PROFIT 76.9 67.1 133.3 113.2
Selling, general and administrative
expenses 32.5 28.3 64.1 56.0
Unusual items (0.8) -- (0.8) --
------- ------- ------- -------
OPERATING INCOME 45.2 38.8 70.0 57.2
Other expense (income), net - note 3 0.9 (0.5) 1.4 13.5
Interest expense, net 6.6 8.0 14.3 17.3
Minority interest 0.7 0.5 1.3 1.0
------- ------- ------- -------
INCOME BEFORE INCOME TAXES AND EQUITY LOSS 37.0 30.8 53.0 25.4
Income taxes - note 4 (12.4) (11.4) (17.8) (8.0)
Equity loss -- (0.2) (0.1) (0.2)
------- ------- ------- -------
INCOME FROM CONTINUING OPERATIONS 24.6 19.2 35.1 17.2
Cumulative effect of change in accounting
principle - note 5 -- -- -- (44.8)
------- ------- ------- -------
NET INCOME (LOSS) - note 6 $ 24.6 $ 19.2 $ 35.1 $ (27.6)
======= ======= ======= =======
PER SHARE DATA - note 7
INCOME (LOSS) PER COMMON SHARE
- BASIC
Income from continuing operations $ 0.36 $ 0.31 $ 0.51 $ 0.28
Cumulative effect of change in
accounting principle $ -- $ -- $ -- $ (0.72)
Net income (loss) $ 0.36 $ 0.31 $ 0.51 $ (0.44)
INCOME (LOSS) PER COMMON SHARE
- DILUTED
Income from continuing operations $ 0.35 $ 0.27 $ 0.50 $ 0.24
Cumulative effect of change in
accounting principle $ -- $ -- $ -- $ (0.64)
Net income (loss) $ 0.35 $ 0.27 $ 0.50 $ (0.39)
The accompanying notes are an integral part of these
consolidated financial statements.
3
COTT CORPORATION
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars)
JUNE 28, DECEMBER 28,
2003 2002
--------- ------------
Unaudited Audited
ASSETS
CURRENT ASSETS
Cash $ 2.3 $ 3.3
Accounts receivable 180.3 136.2
Inventories - note 8 93.1 78.0
Prepaid expenses and other 6.1 7.2
-------- --------
281.8 224.7
PROPERTY, PLANT AND EQUIPMENT - note 9 294.3 273.0
GOODWILL - note 10 80.6 77.0
INTANGIBLES AND OTHER ASSETS - note 11 204.3 210.7
-------- --------
$ 861.0 $ 785.4
======== ========
LIABILITIES
CURRENT LIABILITIES
Short-term borrowings $ 46.4 $ 21.3
Current maturities of long-term debt 8.9 16.5
Accounts payable and accrued liabilities 156.3 127.3
-------- --------
211.6 165.1
LONG-TERM DEBT 300.3 339.3
OTHER LIABILITIES 42.2 36.2
-------- --------
554.1 540.6
-------- --------
MINORITY INTEREST 26.2 26.6
SHAREOWNERS' EQUITY
CAPITAL STOCK
Common shares - 69,419,255 shares issued 256.7 248.1
RETAINED EARNINGS 41.0 5.9
ACCUMULATED OTHER COMPREHENSIVE LOSS (17.0) (35.8)
-------- --------
280.7 218.2
-------- --------
$ 861.0 $ 785.4
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
4
COTT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
- --------------------------------------------------------------------------------
(in millions of U.S. dollars)
Unaudited
NUMBER OF
COMMON ACCUMULATED
SHARES RETAINED OTHER
(in COMMON PREFERRED EARNINGS COMPREHENSIVE TOTAL
thousands) SHARES SHARES (DEFICIT) LOSS EQUITY
---------- ------ --------- --------- ------------- ------
Balance at December 29, 2001 61,320 $199.4 $ 40.0 $ 2.0 $(43.7) $197.7
Options exercised, including tax
benefit of $2.7 million 825 7.7 -- -- -- 7.7
Conversion of preferred shares into
common shares 6,286 40.0 (40.0) -- -- --
Comprehensive loss - note 6
Currency translation adjustment -- -- -- -- 7.9 7.9
Net loss -- -- -- (27.6) -- (27.6)
------ ------ ------ ------ ------ ------
Balance at June 29, 2002 68,431 $247.1 $ -- $(25.6) $(35.8) $185.7
====== ====== ====== ====== ====== ======
Balance at December 28, 2002 68,559 $248.1 $ -- $ 5.9 $(35.8) $218.2
Options exercised, including tax 860 8.6 -- -- -- 8.6
benefit of $2.9 million
Comprehensive income - note 6
Currency translation adjustment -- -- -- -- 18.8 18.8
Net income -- -- -- 35.1 -- 35.1
------ ------ ------ ------ ------ ------
Balance at June 28, 2003 69,419 $256.7 $ -- $ 41.0 $(17.0) $280.7
====== ====== ====== ====== ====== ======
The accompanying notes are an integral part of these
consolidated financial statements.
5
COTT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars)
Unaudited
For the three months ended For the six months ended
------------------------------ ------------------------------
JUNE 28, 2003 JUNE 29, 2002 JUNE 28, 2003 JUNE 29, 2002
------------- ------------- ------------- -------------
OPERATING ACTIVITIES
Income from continuing operations $ 24.6 $ 19.2 $ 35.1 $ 17.2
Depreciation and amortization 12.8 10.5 24.9 20.8
Amortization of financing fees 0.4 0.4 1.3 0.9
Deferred income taxes 4.4 3.5 6.5 (0.7)
Minority interest 0.7 0.5 1.3 1.0
Equity loss -- 0.2 0.1 0.2
Gain on disposal of investment -- (1.3) -- (1.3)
Other non-cash items (0.7) 0.1 (0.4) 4.6
Net change in non-cash working capital
from continuing operations - note 12 (18.1) (2.8) (19.8) (27.6)
------------ ------------ ------------ -------------
Cash provided by operating activities 24.1 30.3 49.0 15.1
------------ ------------ ------------ -------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (17.8) (7.9) (27.9) (18.6)
Acquisitions and equity investments (0.2) (29.2) (0.5) (31.0)
Other 0.1 2.0 0.1 1.4
------------ ------------ ------------ -------------
Cash used in investing activities (17.9) (35.1) (28.3) (48.2)
------------ ------------ ------------ -------------
FINANCING ACTIVITIES
Payments of long-term debt (15.4) (0.8) (53.4) (278.4)
Issue of long-term debt 3.7 -- 3.7 --
Short-term borrowings 2.6 2.4 24.3 16.9
Decrease in cash in trust -- -- -- 297.3
Distributions to subsidiary minority
shareowner (0.5) (1.4) (1.7) (1.7)
Issue of common shares 4.6 0.3 5.7 5.0
Other (0.2) -- (0.2) --
------------ ------------ ------------ -------------
Cash provided by (used in) financing
activities (5.2) 0.5 (21.6) 39.1
------------ ------------ ------------ -------------
Effect of exchange rate changes on cash (0.1) 0.7 (0.1) 0.6
------------ ------------ ------------ -------------
NET INCREASE (DECREASE) IN CASH 0.9 (3.6) (1.0) 6.6
CASH, BEGINNING OF PERIOD 1.4 14.1 3.3 3.9
------------ ------------ ------------ -------------
CASH, END OF PERIOD $ 2.3 $ 10.5 $ 2.3 $ 10.5
============ ============ ============ =============
The accompanying notes are an integral part of these
consolidated financial statements.
6
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 1 - BASIS OF PRESENTATION
The unaudited interim consolidated financial statements have been prepared in
accordance with United States ("U.S.") generally accepted accounting principles
("GAAP") for interim financial information. Accordingly, they do not include all
information and notes presented in the annual consolidated financial statements
in conformity with U.S. GAAP. In the opinion of management, the financial
statements reflect all adjustments that are necessary for a fair statement of
the results for the interim periods presented. All such adjustments are of a
normal recurring nature.
These financial statements should be read in conjunction with the most recent
annual consolidated financial statements. The accounting policies used in these
interim consolidated financial statements are consistent with those used in the
annual consolidated financial statements, except as described in Note 3.
Certain comparative amounts have been restated to conform to the financial
statement presentation adopted in the current year.
Consolidated financial statements in accordance with Canadian GAAP, in U.S.
dollars, are made available to all shareowners and filed with various Canadian
regulatory authorities.
NOTE 2 - BUSINESS SEASONALITY
Cott's results from continuing operations for the three and six month periods
ended June 28, 2003 are not necessarily indicative of the results that may be
expected for the full year due to business seasonality. Operating results are
significantly impacted by business seasonality, which arises from higher sales
in the second and third quarters versus the first and fourth quarters of the
year in contrast to fixed costs such as depreciation, amortization and interest
which are not significantly impacted by seasonal trends.
NOTE 3 - OTHER EXPENSE (INCOME), NET
For the three months ended For the six months ended
----------------------------- -----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
----------- ----------- ----------- ----------
(in millions of U.S. dollars) (in millions of U.S. dollars)
Foreign exchange loss $ 0.9 $ 0.8 $ 1.3 $ 0.7
Costs of extinguishment of debt -- -- -- 14.1
Gain on disposal of investment in
Menu Foods Limited -- (1.3) -- (1.3)
Other -- -- 0.1 --
---------- ----------- --------- ----------
$ 0.9 $ (0.5) $ 1.4 $ 13.5
========== =========== ========= ==========
7
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 3 - OTHER EXPENSE (INCOME), NET (CONTINUED)
On January 22, 2002, Cott redeemed the $276.4 million remaining balance of its
senior unsecured notes maturing in 2005 and 2007 ("2005 & 2007 Notes") and paid
the related accrued interest and early redemption penalties using the funds
placed in an irrevocable trust for this purpose. A loss of $14.1 million was
recorded on the early extinguishment of the 2005 & 2007 Notes. The loss was
comprised of the early redemption penalty and the write off of the unamortized
financing fees.
Previously, the $14.1 million loss on early extinguishment of the 2005 & 2007
Notes was recorded net of a deferred tax recovery of $4.5 million and was
classified as an extraordinary item. In May 2002, the Financial Accounting
Standards Board issued SFAS 145 indicating that certain debt extinguishment
activities do not meet the criteria for classification as extraordinary items
and should no longer be classified as extraordinary items. Cott adopted the
standard retroactively in 2003 and reclassified the extinguishment costs to
other expense (income), net and the related tax effect to income taxes. This
restatement lowered income from continuing operations for the six months ended
June 29, 2002 by $9.6 million, or $0.15 per basic share and $0.14 per diluted
share, to $17.2 million or $0.24 per diluted share. The restatement had no
impact on any other reported periods.
NOTE 4 - INCOME TAXES
The following table reconciles income taxes calculated at the basic Canadian
corporate rates with the income tax provision:
For the three months ended For the six months ended
---------------------------- ----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
---------- ----------- ---------- ----------
(in millions of U.S. dollars) (in millions of U.S. dollars)
Income tax provision based on
Canadian statutory rates $ (13.3) $ (11.8) $ (19.1) $ (9.7)
Foreign tax rate differential 0.5 0.2 1.3 (1.1)
Manufacturing and processing
deduction 0.1 0.2 0.1 0.3
Adjustment for change in enacted
rates -- 0.3 -- 0.4
Realization of benefit on carry
back of capital loss -- -- -- 1.8
Non-deductible and other items 0.3 (0.3) (0.1) 0.3
---------- ----------- --------- ----------
$ (12.4) $ (11.4) $ (17.8) $ (8.0)
========== =========== ========= ==========
8
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 5 - CHANGE IN ACCOUNTING PRINCIPLE
Effective December 30, 2001, Cott adopted SFAS No. 142, Goodwill and Other
Intangible Assets, for goodwill and other intangibles acquired prior to June 30,
2001. Cott adopted SFAS No. 142 for goodwill and other intangible assets
acquired subsequent to June 30, 2001 in 2001. Under this standard, goodwill and
intangible assets with indefinite lives are no longer amortized but are subject
to an annual impairment test. Other intangible assets continue to be amortized
over their estimated useful lives and are also tested for impairment.
Cott completed a goodwill impairment test as of the adoption date for the
standard and determined that unamortized goodwill of $44.8 million relating to
the United Kingdom reporting unit was impaired under the new rules. The
impairment write down has been recorded as a change in accounting principle. No
income tax recovery was recorded on the impairment write down.
NOTE 6 - COMPREHENSIVE INCOME (LOSS)
For the three months ended For the six months ended
---------------------------- -----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
----------- --------- --------- ----------
(in millions of U.S. dollars) (in millions of U.S. dollars)
Net income (loss) $ 24.6 $ 19.2 $ 35.1 $ (27.6)
Foreign currency translation gain 13.5 9.1 18.8 7.9
---------- --------- --------- ----------
$ 38.1 $ 28.3 $ 53.9 $ (19.7)
========== ========= ========= ==========
9
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 7 - INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share includes the effect of exercising
stock options and converting the preferred shares, only if dilutive.
The following table reconciles the basic weighted average number of shares
outstanding to the diluted weighted average number of shares outstanding:
For the three months ended For the six months ended
-------------------------- ------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
-------- -------- -------- --------
(in thousands) (in thousands)
Weighted average number of shares
outstanding - basic 69,189 62,414 68,913 62,047
Dilutive effect of stock options 1,427 2,367 1,674 2,339
Dilutive effect of second preferred
shares -- 6,010 -- 6,148
------ ------ ------ ------
Adjusted weighted average number
of shares outstanding - diluted 70,616 70,791 70,587 70,534
====== ====== ====== ======
As of June 28, 2003, Cott had 69,419,255 common shares and 4,087,630 common
share options outstanding. Of the common share options outstanding, 1,810,919
options were exercisable as of June 28, 2003.
NOTE 8 - INVENTORIES
JUNE 28, DECEMBER 28,
2003 2002
-------- ------------
(in millions of U.S. dollars)
Raw materials $ 35.4 $ 26.6
Finished goods 48.1 41.8
Other 9.6 9.6
------ ------
$ 93.1 $ 78.0
====== ======
10
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 9 - PROPERTY, PLANT AND EQUIPMENT
JUNE 28, DECEMBER 28,
2003 2002
------------ ------------
(in millions of U.S. dollars)
Cost $ 508.3 $ 464.6
Accumulated depreciation (214.0) (191.6)
-------- --------
$ 294.3 $ 273.0
======== ========
NOTE 10 - GOODWILL
For the three months ended For the six months ended
----------------------------- -----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
-------- -------- -------- --------
(in millions of U.S. dollars) (in millions of U.S. dollars)
Balance at beginning of period $ 78.9 $ 69.0 $ 77.0 $ 114.1
Impairment write down on change in
accounting principle -- -- -- (44.8)
------ ------ ------ -------
78.9 69.0 77.0 69.3
Acquisitions -- 8.6 0.7 8.6
Foreign exchange and other 1.7 0.9 2.9 0.6
------ ------ ------ -------
Balance at end of period $ 80.6 $ 78.5 $ 80.6 $ 78.5
====== ====== ====== =======
11
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 11 - INTANGIBLES AND OTHER ASSETS
JUNE 28, 2003 DECEMBER 28, 2002
-------------------------------------- --------------------------------------
COST ACCUMULATED NET COST ACCUMULATED NET
AMORTIZATION AMORTIZATION
------- ----------- ------- ------- ------------ -------
(in millions of U.S. dollars) (in millions of U.S. dollars)
INTANGIBLES
Not subject to
amortization
Rights $ 80.4 $ -- $ 80.4 $ 80.4 $ -- $ 80.4
------- ------ ------- ------- ------ -------
Subject to amortization
Customer lists 108.3 17.2 91.1 108.3 13.5 94.8
Trademarks 25.8 4.6 21.2 25.7 3.7 22.0
Other 3.3 0.2 3.1 2.9 0.1 2.8
------- ------ ------- ------- ------ -------
137.4 22.0 115.4 136.9 17.3 119.6
------- ------ ------- ------- ------ -------
217.8 22.0 195.8 217.3 17.3 200.0
------- ------ ------- ------- ------ -------
OTHER ASSETS
Financing costs 5.6 3.5 2.1 5.6 2.3 3.3
Other 6.8 0.4 6.4 7.6 0.2 7.4
------- ------ ------- ------- ------ -------
12.4 3.9 8.5 13.2 2.5 10.7
------- ------ ------- ------- ------ -------
$ 230.2 $ 25.9 $ 204.3 $ 230.5 $ 19.8 $ 210.7
======= ====== ======= ======= ====== =======
Amortization expense of intangible assets was $5.0 million for the period ended
June 28, 2003 ($4.0 million - June 29, 2002). The amortization expense for
intangible assets is estimated at about $9 million per year for the next five
years.
NOTE 12 - NET CHANGE IN NON-CASH WORKING CAPITAL
The changes in non-cash working capital components, net of effects of unrealized
foreign exchange gains and losses, are as follows:
For the three months ended For the six months ended
----------------------------- -----------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
--------- -------- -------- --------
(in millions of U.S. dollars) (in millions of U.S. dollars)
Decrease (increase) in accounts
receivable $ (36.6) $ (10.4) $ (32.3) $ (18.5)
Decrease (increase) in inventories (3.4) 5.2 (11.9) (6.6)
Decrease (increase) in prepaid expenses 2.2 (0.5) 1.8 0.1
Increase (decrease) in accounts payable
and accrued liabilities 19.7 2.9 22.6 (2.6)
------- ------- ------- -------
$ (18.1) $ (2.8) $ (19.8) $ (27.6)
======= ======= ======= =======
12
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 13 - STOCK OPTION PLANS
Pursuant to the SFAS No. 123, Accounting for Stock-Based Compensation, Cott has
elected to account for its stock option plan under APB opinion No. 25,
Accounting for Stock Issued to Employees. Accordingly, no compensation expense
has been recognized for stock options issued under these plans. Had compensation
expense for the plans been determined based on the fair value at the grant date
consistent with SFAS No. 123, Cott's net income and income per common share
would have been as follows:
JUNE 28, JUNE 29,
2003 2002
-------- --------
(in millions of U.S. dollars,
except per share amounts)
NET INCOME (LOSS)
As reported $ 35.1 $ (27.6)
Pro forma 32.2 (29.7)
NET INCOME (LOSS) PER SHARE - BASIC
As reported 0.51 (0.44)
Pro forma 0.47 (0.48)
NET INCOME (LOSS) PER SHARE - DILUTED
As reported 0.50 (0.39)
Pro forma 0.46 (0.42)
The pro forma compensation expense has been tax adjusted to the extent it
relates to stock options granted in jurisdictions where the related benefits are
deductible for income tax purposes. Prior periods have been restated to reflect
the current year presentation.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
JUNE 28, 2003 JUNE 29, 2002
------------- -------------
Risk-free interest rate 3.9% - 4.3% 3.8% - 4.7%
Average expected life (years) 4 4
Expected volatility 45.0% 45.0%
Expected dividend yield -- --
NOTE 14 - CONTINGENCIES
Cott is subject to various claims and legal proceedings with respect to matters
such as governmental regulations, income taxes, 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 Cott's financial position or
results from operations.
13
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 15 - SEGMENT REPORTING
Cott produces, packages and distributes retailer brand and branded bottled and
canned soft drinks to regional and national grocery, mass-merchandise and
wholesale chains in the United States, Canada, the United Kingdom & Europe and
International. The International segment includes the Mexican acquisitions of
June 2002 and the Royal Crown international business. The concentrate assets and
related expenses have been included in the Corporate & Other Segment for the six
months ended June 28, 2003. For comparative purposes, the segmented information
for prior periods has been restated to conform to the way Cott currently manages
its beverage business by geographic segments as described below:
BUSINESS SEGMENTS
FOR THE THREE MONTHS UNITED
ENDED UNITED KINGDOM CORPORATE
JUNE 28, 2003 STATES CANADA & EUROPE INTERNATIONAL & OTHER TOTAL
- ----------------------- ------- ------- --------- ------------- --------- -------
(in millions of U.S. dollars)
External sales $ 278.0 $ 55.7 $ 43.6 $ 10.5 $ 0.3 $ 388.1
Intersegment sales -- 15.2 -- -- (15.2) --
Depreciation and
amortization 8.2 2.3 1.8 0.1 0.4 12.8
Operating income (loss) 35.7 6.1 3.0 1.9 (1.5) 45.2
Total assets 471.2 142.9 122.5 72.2 52.2 861.0
Additions to property,
plant and equipment 6.7 1.6 1.8 5.0 2.7 17.8
FOR THE THREE MONTHS UNITED
ENDED UNITED KINGDOM CORPORATE
JUNE 29, 2002 STATES CANADA & EUROPE INTERNATIONAL & OTHER TOTAL
- ----------------------- ------- ------- --------- ------------- --------- -------
(in millions of U.S. dollars)
External sales $ 239.7 $ 50.2 $ 34.9 $ 4.7 $ -- $ 329.5
Intersegment sales 0.8 6.5 -- -- (7.3) --
Depreciation and
amortization 7.0 1.5 1.7 -- 0.3 10.5
Operating income (loss) 33.0 6.8 0.8 1.2 (3.0) 38.8
Total assets (as of
December 28, 2002) 452.8 107.9 101.6 61.7 61.4 785.4
Additions to property,
plant and equipment 4.6 1.1 0.4 -- 1.8 7.9
14
COTT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Unaudited
NOTE 15 - SEGMENT REPORTING (continued)
FOR THE SIX MONTHS UNITED
ENDED UNITED KINGDOM CORPORATE
JUNE 28, 2003 STATES CANADA & EUROPE INTERNATIONAL & OTHER TOTAL
- ----------------------- ------- ------- --------- ------------- --------- -------
(in millions of U.S. dollars)
External sales $ 504.6 $ 87.5 $ 73.1 $ 17.7 $ 0.5 $ 683.4
Intersegment sales -- 26.2 -- -- (26.2) --
Depreciation and
amortization 16.4 4.1 3.5 0.2 0.7 24.9
Operating income (loss) 61.2 6.9 2.7 3.2 (4.0) 70.0
Total assets 471.2 142.9 122.5 72.2 52.2 861.0
Additions to property,
plant and equipment 9.3 2.2 2.5 9.1 4.8 27.9
FOR THE SIX MONTHS UNITED
ENDED UNITED KINGDOM CORPORATE
JUNE 29, 2002 STATES CANADA & EUROPE INTERNATIONAL & OTHER TOTAL
- ----------------------- ------- ------- --------- ------------- --------- -------
(in millions of U.S. dollars)
External sales $ 427.2 $ 82.2 $ 62.8 $ 7.3 $ -- $ 579.5
Intersegment sales 0.8 11.1 -- -- (11.9) --
Depreciation and
amortization 13.9 3.1 3.3 -- 0.5 20.8
Operating income (loss) 53.3 8.6 (2.6) 1.8 (3.9) 57.2
Total assets (as of
December 28, 2002) 452.8 107.9 101.6 61.7 61.4 785.4
Additions to property,
plant and equipment 13.6 1.4 0.6 -- 3.0 18.6
Intersegment sales and total assets under the Corporate & Other caption include
the elimination of intersegment sales, receivables and investments.
For the six months ended June 28, 2003, sales to a major customer accounted for
42% of Cott's total sales. For the six months ended June 29, 2002, sales to two
major customers accounted for 42% and 10% of total sales.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cott Corporation is the world's largest retailer brand soft drink supplier, with
the leading take home carbonated soft drink market shares in this segment in its
core markets of the U.S., Canada and the U.K.
RESULTS OF OPERATIONS
Cott reported income from continuing operations of $24.6 million or $0.35 per
diluted share for the second quarter ended June 28, 2003, up 28% as compared
with $19.2 million, or $0.27 per diluted share, for the second quarter of 2002.
For the first half of 2003, income from continuing operations increased 104% to
$35.1 million or $0.50 per diluted share, from $17.2 million or $0.24 per
diluted share in the same period last year. Income from continuing operations in
the first half of 2002, excluding one-time costs of the high yield debt
refinancing of $9.6 million net of income taxes, was $26.8 million or $0.38 per
diluted share.
In the first quarter of 2002, a charge of $14.1 million before income taxes of
$4.5 million was recorded for the costs associated with the early redemption of
the 9.375% and 8.5% senior notes maturing in 2005 and 2007 ("2005 & 2007
Notes"). In 2002, this charge was recorded as an extraordinary item. In May 2002
the Financial Accounting Standards Board issued SFAS 145, which no longer allows
certain debt extinguishment activities to be recorded as extraordinary items.
Cott retroactively adopted this standard in 2003 and, as a result, reclassified
this one-time cost to other expense.
Net income for the first half of 2003 was $35.1 million compared with a net loss
of $27.6 million or $0.39 per diluted share for the corresponding period in
2002. Cott adopted SFAS 142 in the first quarter of 2002. This change in the
method of valuing goodwill resulted in a $44.8 million non-cash write down of
the goodwill of the U.K. business in the first quarter of 2002.
SALES - Sales were up 18% to a record $388.1 million in the second quarter of
2003 compared to $329.5 million for the second quarter of 2002. Excluding the
acquisition of Premium Beverage Packers, Inc. ("Wyomissing") and the formation
of the new Mexican venture Cott Embotelladores de Mexico, S.A. de C.V.
("CEMSA"), both in June 2002, sales of $371.5 million were up 13% from the same
period last year. Excluding the impact of foreign exchange rates and
acquisitions, sales increased by 10%, led by growth in the U.S. business.
Sales for the first half of 2003 increased to $683.4 million, 18% higher than
the same period last year and up 10% when the impact of foreign exchange rates
and acquisitions are excluded. Sales volume was up 11% excluding the impact of
the 2002 acquisitions.
Sales in the U.S. during the second quarter of 2003 increased to $278.0 million,
up 16% from $239.7 million in 2002. The Wyomissing acquisition added $10.8
million to sales for the quarter. Excluding the acquisition, sales increased
12%. In the first half of 2003, sales of $504.6 million grew by 18% compared
with the first half of last year. The Wyomissing acquisition added $20.7 million
to sales and excluding the acquisition year to date sales increased 13%. The
increase in sales for both the quarter and year to date was attributable to
additional promotional activity by certain customers and increased sales of
purified drinking water.
Sales in Canada were $55.7 million for the quarter, up 11% from $50.2 million in
2002. The $5.5 million improvement is due to the strengthening of the Canadian
dollar. For the first half or the year, sales of $87.5 million were 6% higher
than $82.2 million for the same period last year, but down 2% when the
16
effect of foreign exchange rates is taken into account. The impact of the
strengthening of the Canadian dollar was offset by poor sales in Western Canada.
Sales in the U.K. and Europe of $43.6 million in the second quarter of 2003
increased 25% from $34.9 million in the same period in 2002. Excluding the
impact of the strengthened U.K. pound, sales increased 13%. For the first half
of 2003, sales of $73.1 million were up 16% from the same period in 2002.
Excluding the impact of foreign exchange rates, sales were up 4%. The increase
in the second quarter and year to date is primarily due to new business.
The International segment includes CEMSA and the R.C. International business.
Sales of this segment were $10.5 million for the second quarter and $17.7
million for the first half of 2003 compared with $4.7 million and $7.3 million
during the same periods in 2002. CEMSA accounted for $5.9 million of the
increase in the second quarter and $9.2 million of the year to date increase.
GROSS PROFIT - Gross profit for the second quarter of 2003 was $76.9 million, or
19.8% of sales, modestly down from 20.4% of sales in the second quarter of 2002,
primarily as a result of increased packaging material and can conversion costs.
Adverse foreign exchange rates relating to product imported from Canada to the
U.S., was partially offset by favorable foreign exchange rates impact on raw
material purchase prices in Canada. Year to date gross profit was $133.3
million, 19.5% of sales, compared to gross profit of $113.2 million, 19.5% of
sales, in the first half of 2002. Increases in raw materials costs during the
first half of 2003 were offset by improved operating efficiencies.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") - SG&A was $32.5 million
for the second quarter of 2003, an increase of $4.2 million from $28.3 million
for the second quarter of 2002. As a percentage of sales SG&A declined to 8.4%
during the second quarter of 2003, down from 8.6% for the same period last year.
For the first six months of 2003, SG&A of $64.1 million was $8.1 million higher
than the same period in 2002. The increase was due primarily to the impact of
the Wyomissing and CEMSA acquisitions and the strengthening of the U.K. pound
and Canadian dollar as compared with the U.S. dollar. The additional costs
associated with increasing the number of employees to meet the needs of Cott's
growing business also increased SG&A.
OTHER EXPENSE - Other expense for the quarter was $0.9 million compared with
income of $0.5 million in the second quarter of 2002. For the second quarter of
2003, other expense consists primarily of foreign exchange losses. The foreign
exchange loss of $0.8 million for the second quarter of 2002 was about the same
as it was in the corresponding period this year, however last year a gain on the
sale of Cott's remaining interest in Menu Foods Limited more than offset the
loss.
INTEREST EXPENSE - Net interest expense was $6.6 million for the second quarter
of 2003 compared with $8.0 million in the second quarter of 2002. For the first
half of 2003, net interest expense totaled $14.3 million, down $3.0 million from
the same period last year. The $1.4 million decrease in net interest expense in
the second quarter was primarily due to lower debt as well as lower effective
interest rates on both the term debt and revolving credit facility. The year to
date decrease of $3.0 million as compared to 2002 is also due to Cott having to
pay interest on both the 2011 Notes issued in December 2001 and the 2005 & 2007
Notes that were redeemed on January 22, 2002. This double interest payment
resulted in an additional charge of $1.4 million in the first quarter of 2002.
INCOME TAXES - Cott recorded an income tax provision of $12.4 million for the
second quarter and $17.8 million for the first half of 2003 as compared with
$11.4 million and $8.0 million, respectively for the same periods last year. For
the first half of 2003, the overall effective tax rate was 33.6% compared with
17
31.5% for the same period last year. The prior year's income tax expense was
impacted by a $1.8 million tax recovery related to realizing the benefit of a
capital loss.
CHANGE IN ACCOUNTING PRINCIPLE - In the first quarter of 2002, Cott adopted SFAS
142. Under this standard, goodwill and intangible assets with indefinite lives
are no longer amortized but are subject to annual impairment tests based on fair
values rather than net recoverable amount. An impairment test of goodwill was
required upon adoption of this standard. Cott completed the impairment test of
its reporting units in the first quarter of 2002 under the new rules and as a
consequence recorded a non-cash charge of $44.8 million to write down the entire
goodwill of its U.K. business.
FINANCIAL CONDITION - Cash provided by operating activities for the first half
of 2003 was $21.1 million, after capital expenditures of $27.9 million. Cott
used cash from operations along with $24.3 million in additional short-term
borrowings to repay $52.9 million of the term loan to take advantage of lower
interest rates on its revolving credit facilities.
INVESTING ACTIVITIES - In January 2002, Cott made two spring water investments
totaling $1.8 million to strengthen its position in the spring water segment
across Canada. At that time, Cott acquired a 49% interest in Iroquois West
Bottling Limited, which operates a spring water bottling facility in Revelstoke,
British Columbia and a 30% interest in Iroquois Water Ltd., which produces
bottled water in Cornwall, Ontario. On December 29, 2002, Cott acquired the
remaining 51% interest in Iroquois West Bottling Limited and changed its name to
Cott Revelstoke Ltd.
CAPITAL EXPENDITURES - Capital expenditures for the first six months of 2003
were $27.9 million compared with $18.6 million in the same period last year.
Major expenditures to date in 2003 included $9.1 million for improvements to the
CEMSA plant in Mexico that was acquired in June 2002 and information technology
spending of $5.5 million. Cott expects capital expenditures for 2003 to be held
to $50.0 million.
CAPITAL RESOURCES AND LONG-TERM DEBT - Cott's sources of capital include
operating cash flows, short term borrowings under current credit facilities,
issuance of public and private debt and issuance of equity securities.
Management believes Cott has adequate financial resources to meet its ongoing
cash requirements for operations and capital expenditures, as well as its other
financial obligations based on its operating cash flows and currently available
credit.
Cott's current credit facilities provide maximum credit of $99.7 million. At
June 28, 2003, approximately $44.0 million of the committed revolving credit
facility in the U.S. and Canada and $9.7 million of the demand revolving credit
facility in the U.K. were available. The weighted average interest rate on
outstanding borrowings under the credit facilities was 3.7% as of June 28, 2003.
The U.K. demand facility was replaced effective April 22, 2002 with a demand
revolving credit facility providing maximum credit of (pound)15 million ($24.7
million U.S.) and expiring on March 31, 2004. Borrowings under this facility
bear interest at the term interbank offered rate plus 0.75% for borrowings in
U.K. pounds and Euros and the bank's short term offered rate plus 0.20% for
borrowings in US dollars.
As of June 28, 2003, Cott's long-term debt totaled $309.2 million as compared
with $355.8 million at the end of 2002. At the end of the second quarter, debt
consisted of $268.6 million in 8% senior subordinated notes with a face value of
$275 million, $33.7 million on the term loan and $6.9 million of other debt.
Cott is exposed to interest rate risk as its term loan, which represents
approximately 11% of its long-term debt at June 28, 2003, bears interest at
floating rates. The weighted average interest rate on the term loan as of June
28, 2003 was 4.3%.
18
CANADIAN GAAP - Consolidated financial statements in accordance with Canadian
GAAP are made available to all shareowners and are filed with Canadian
regulatory authorities. Under Canadian GAAP in the half of 2003, Cott reported
net income of $35.0 million and total assets of $862.5 million compared to the
net income and total assets under U.S. GAAP of $35.1 million and $861.0 million,
respectively. There are no material U.S./Canadian GAAP differences for the first
half of 2003. There were two primary U.S./Canadian GAAP differences in the first
half of 2002.
Under Canadian GAAP, the 2005 & 2007 Notes were considered discharged on
December 21, 2001 when the funds to redeem the notes were transferred to an
irrevocable trust. As a result, debt extinguishment costs were recorded in the
fourth quarter of 2001 under Canadian GAAP. Under U.S. GAAP, the 2005 & 2007
Notes were considered discharged on January 22, 2002 and the extinguishment
costs of $14.1 million, $9.6 million after the deferred income tax recovery,
were recorded in the first quarter of 2002.
Under Canadian GAAP, the impairment loss of $44.8 million relating to the change
in the method for valuing goodwill is charged to opening retained earnings for
the first quarter of 2002. Under U.S. GAAP, the change in accounting principle
is recorded as a charge to net income for the quarter ended March 30, 2002.
OUTLOOK - At this point, Cott expects sales revenues to grow between 12% and 15%
for 2003 and earnings per diluted share to be between $0.97 and $1.00 for the
year. Cott's ongoing focus is to increase sales, market share and profitability
for Cott and its customers. Overall the carbonated soft drink industry in Cott's
core markets continues to show some growth, especially in the U.S. Facing
intense competition from heavily promoted global and regional brands, Cott's
major opportunity for growth depends on retailers' continued commitment to their
retailer brand soft drink programs. Cott continues to strive to expand the
business through growth with key customers, the pursuit of new customers and
channels and through new acquisitions and alliances. Additional financing may be
required to fund future acquisitions, and there can be no assurance that such
financing will be available on favorable terms.
Management believes there are significant opportunities for growth in the U.S.
market as retailer brand penetration is not currently as high as in other
markets. The Canadian division will focus on innovation and entry into new
channels. The U.K. business is stabilizing and continued efforts are expected to
further improve earnings performance. Cott believes that significant growth
opportunities exist in Mexico as, with a population of approximately 100
million, it is second only to the United States in per-capita consumption of
soft drinks. As of the end of the second quarter of 2003, the upgrades at the
CEMSA plant were substantially complete and the plant is in full operation.
RISKS AND UNCERTAINTIES - Risks and uncertainties include national brand pricing
strategies, commitment of major customers to retailer brand programs, stability
of procurement costs for items such as sweetener, packaging materials and other
ingredients, the successful integration of new acquisitions, seasonality of
sales, the ability to protect intellectual property and fluctuations in interest
rates and foreign currencies versus the U.S. dollar.
Sales to Cott's top customer accounted for 42% of Cott's total sales for the
first half of 2003 (first half of 2002 - the top two customers accounted for 42%
and 10%, respectively). Sales to the top ten customers in the first half of 2003
were about 72% of total sales (first half of 2002 - 73%). The loss of any
significant customer, or customers which in the aggregate represent a
significant portion of Cott's sales, could have a material adverse effect on the
Company's operating results and cash flows.
19
FORWARD-LOOKING STATEMENTS - In addition to historical information, this report
and the reports and documents incorporated by reference in this report contain
statements relating to future events and Cott's future results. These statements
are "forward-looking" within the meaning of the Private Securities Litigation
Reform Act of 1995 and include, but are not limited to, statements that relate
to projections of sales, earnings, earnings per share, cash flows, capital
expenditures or other financial items, discussions of estimated future revenue
enhancements and cost savings. These statements also relate to Cott's business
strategy, goals and expectations concerning its market position, future
operations, margins, profitability, liquidity and capital resources. Generally,
words such as "anticipate", "believe", "continue", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "should", "will" and
similar terms and phrases are used to identify forward-looking statements in
this report and in the documents incorporated in this report by reference. These
forward-looking statements are made as of the date of this report.
Although management believes the assumptions underlying these forward-looking
statements are reasonable, any of these assumptions could prove to be inaccurate
and, as a result, the forward-looking statements based on those assumptions
could be incorrect. Cott's operations involve risks and uncertainties, many of
which are outside of its control, and any one or any combination of these risks
and uncertainties could also affect whether the forward-looking statements
ultimately prove to be correct.
The following are some of the factors that could affect Cott's financial
performance, including but not limited to sales, earnings and cash flows, or
could cause actual results to differ materially from estimates contained in or
underlying the forward-looking statements:
o loss of key customers, particularly Wal-Mart, and the commitment of
retailer brand beverage customers to their own retailer brand beverage
programs;
o increases in competitor consolidations and other market-place
competition, particularly among branded beverage products;
o Cott's ability to identify acquisition and alliance candidates and to
integrate into its operations the businesses and product lines that are
acquired or allied with;
o fluctuations in the cost and availability of beverage ingredients and
packaging supplies, and Cott's ability to maintain favorable
arrangements and relationships with its suppliers;
o unseasonably cold or wet weather, which could reduce demand for Cott's
beverages;
o Cott's ability to protect the intellectual property inherent in new and
existing products;
o adverse rulings, judgments or settlements in Cott's existing
litigation, and the possibility that additional litigation will be
brought against Cott;
o product recalls or changes in or increased enforcement of the laws and
regulations that affect Cott's business;
o currency fluctuations that adversely affect the exchange between the
U.S. dollar on one hand and the pound sterling, the Canadian dollar and
other currencies on the other hand;
o changes in interest rates;
o changes in tax laws and interpretations of tax laws;
o changes in consumer tastes and preference and market demand for new and
existing products;
20
o changes in general economic and business conditions; and
o increased acts of terrorism or war.
Many of these factors are described in greater detail in Cott's other filings
with the U.S. Securities and Exchange Commission. Cott undertakes no obligation
to update any information contained in this report or to publicly release the
results of any revisions to forward-looking statements to reflect events or
circumstances that Cott may become aware of after the date of this report. Undue
reliance should not be placed on forward-looking statements.
All future written and oral forward-looking statements attributable to
management or other persons acting on Cott's behalf are expressly qualified in
their entirety by the foregoing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Item 7A: Quantitative and Qualitative Disclosures about
Market Risk described in Cott's Annual Report on Form 10-K for the fiscal year
ended December 28, 2002.
ITEM 4. CONTROLS AND PROCEDURES
Cott's Chief Executive Officer and Chief Financial Officer have concluded that
its disclosure controls and procedures are effective, based on their evaluation
of these controls and procedures within 90 days of the date of this report.
There have been no significant changes in Cott's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the legal proceedings described in Cott's Form 10-K for the
fiscal year ended December 28, 2002 and Cott's Form 10-Q for the quarter ended
March 29, 2003.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of the Company's Shareholders was held on April 17,
2003.
(b) The meeting was held to consider and vote on the following matters:
MATTERS SUBMITTED TO A VOTE FOR WITHHELD NOT VOTED
- ------------------------------------------------------------------------------
To elect directors for a period of
one year:
Colin J. Adair 44,354,384 1,708,303 --
W. John Bennett 44,355,559 1,707,128 --
C. Hunter Boll 43,817,521 2,245,166 --
Serge Gouin 44,354,541 1,708,146 --
Thomas M. Hagerty 38,320,083 7,742,604 --
Stephen H. Halperin 43,390,900 2,671,787 --
David V. Harkins 38,280,396 7,782,291 --
Philip B. Livingston 44,319,377 1,743,310 --
Christine A. Magee 44,351,507 1,711,180 --
Donald G. Watt 43,592,392 2,470,295 --
Frank E. Weise III 43,847,981 2,214,706 --
- ------------------------------------------------------------------------------
To appoint
PricewaterhouseCoopers LLP
as auditors 45,986,569 76,118 --
- ------------------------------------------------------------------------------
22
ITEM 6. FINANCIAL STATEMENT SCHEDULES, EXHIBITS AND REPORTS ON FORM 8-K
1. Financial Statement Schedules
Schedule III - Consolidating Financial Statements
2. Exhibits
Number Description
3.1 Articles of Incorporation of Cott (incorporated by reference to
Exhibit 3.1 to Cott's Form 10-K dated March 31, 2000).
3.2 By-laws of Cott (incorporated by reference to Exhibit 3.2 to
Cott's Form 10-K dated March 8, 2002).
31.1 Certification of the chairman, and chief executive officer
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the
quarterly period ended June 28, 2003.
31.2 Certification of the executive vice-president and chief financial
officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
for the quarterly period ended June 28, 2003.
32.1 Certification of the chairman, and chief executive officer
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the
quarterly period ended June 28, 2003.
32.2 Certification of the executive vice-president and chief financial
officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
for the quarterly period ended June 28, 2003.
In accordance with SEC Release No. 33-8238, Exhibits 32.1 and 32.2 are to
be treated as "accompanying" this report rather than "filed" as part of the
report.
3. Reports on Form 8-K
1. Cott filed a Current Report on Form 8-K, dated April 16, 2003,
furnishing a press release that announced its financial results
for the three months ended March 29, 2003.
2. Cott filed a Current Report on Form 8-K, dated July 17, 2003,
furnishing a press release that announced its financial results
for the three and six months ended June 28, 2003.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COTT CORPORATION
(Registrant)
Date: August 11, 2003 /s/ Raymond P. Silcock
----------------------------------------
Raymond P. Silcock
Executive Vice President &
Chief Financial Officer
(On behalf of the Company)
Date: August 11, 2003 /s/ Tina Dell'Aquila
----------------------------------------
Tina Dell'Aquila
Vice President, Controller and Assistant
Secretary
(Principal accounting officer)
24
SCHEDULE III - CONSOLIDATING FINANCIAL STATEMENTS
Cott Beverages Inc., a wholly owned subsidiary of Cott, has entered into
financing arrangements that are guaranteed by Cott and certain other wholly
owned subsidiaries of Cott (the "Guarantor Subsidiaries"). Such guarantees are
full, unconditional and joint and several.
The following supplemental financial information sets forth on an unconsolidated
basis, balance sheets, statements of income and cash flows for Cott Corporation,
Cott Beverages Inc., Guarantor Subsidiaries and Cott's other subsidiaries (the
"Non-guarantor Subsidiaries"). The supplemental financial information reflects
the investments of Cott and Cott Beverages Inc. in their respective subsidiaries
using the equity method of accounting. Consolidating financial statements for
the six month period ended June 28, 2002 have been restated to reflect the
application of SFAS 145, which no longer allows early debt redemption costs to
be classified as extraordinary items.
COTT CORPORATION
CONSOLIDATING STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
FOR THE THREE MONTHS ENDED JUNE 28, 2003
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
-------------- -------------- ------------- -------------- ------------- --------------
SALES $ 70.8 $ 257.8 $ 10.8 $ 66.6 $ (17.9) $ 388.1
Cost of sales 57.9 205.9 8.7 56.6 (17.9) 311.2
------ ------- ------ ------ ------- -------
GROSS PROFIT 12.9 51.9 2.1 10.0 -- 76.9
Selling, general and
administrative expenses 6.9 18.4 1.6 5.6 -- 32.5
Unusual items -- (0.2) -- (0.6) -- (0.8)
------ ------- ------ ------ ------- -------
OPERATING INCOME 6.0 33.7 0.5 5.0 -- 45.2
Other expense, net 0.4 -- -- 0.5 -- 0.9
Interest expense (income), net -- 8.0 (1.1) (0.3) -- 6.6
Minority interest -- -- -- 0.7 -- 0.7
------ ------- ------ ------ ------- -------
INCOME BEFORE INCOME TAXES AND
EQUITY INCOME 5.6 25.7 1.6 4.1 -- 37.0
Income taxes (1.6) (9.8) -- (1.0) -- (12.4)
Equity income 20.6 1.3 16.7 -- (38.6) --
------ ------- ------ ------ ------- -------
NET INCOME $ 24.6 $ 17.2 $ 18.3 $ 3.1 $ (38.6) $ 24.6
====== ======= ====== ====== ======= =======
25
COTT CORPORATION
CONSOLIDATING STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
FOR THE SIX MONTHS ENDED JUNE 28, 2003
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
-------------- -------------- ------------- -------------- ------------- --------------
SALES $ 113.6 $ 466.5 $ 20.7 $ 113.1 $ (30.5) $ 683.4
Cost of sales 95.1 370.5 17.7 97.3 (30.5) 550.1
------- ------- ------ ------- ------- -------
GROSS PROFIT 18.5 96.0 3.0 15.8 -- 133.3
Selling, general and
administrative expenses 11.9 38.4 2.7 11.1 -- 64.1
Unusual items -- (0.2) -- (0.6) -- (0.8)
------- ------- ------ ------- ------- -------
OPERATING INCOME 6.6 57.8 0.3 5.3 -- 70.0
Other expense, net 0.9 0.1 -- 0.4 -- 1.4
Interest expense (income), net -- 16.8 (2.2) (0.3) -- 14.3
Minority interest -- -- -- 1.3 -- 1.3
------- ------- ------ ------- ------- -------
INCOME BEFORE INCOME TAXES AND
EQUITY INCOME 5.7 40.9 2.5 3.9 -- 53.0
Income taxes (1.7) (15.1) -- (1.0) -- (17.8)
Equity income (loss) 31.1 1.7 27.2 -- (60.1) (0.1)
------- ------- ------ ------- ------- -------
NET INCOME $ 35.1 $ 27.5 $ 29.7 $ 2.9 $ (60.1) $ 35.1
======= ======= ====== ======= ======= =======
26
COTT CORPORATION
CONSOLIDATING BALANCE SHEETS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
AS OF JUNE 28, 2003
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
ASSETS
Current assets
Cash $ 0.8 $ (0.3) $ 0.2 $ 1.6 $ $ -- $ 2.3
Accounts receivable 46.2 101.8 5.3 43.6 (16.6) 180.3
Inventories 20.2 48.2 5.6 19.1 -- 93.1
Prepaid expenses 1.3 2.1 0.6 2.1 -- 6.1
------- ------- -------- ------- -------- -------
68.5 151.8 11.7 66.4 (16.6) 281.8
Property, plant and equipment 58.9 137.5 21.8 76.1 -- 294.3
Goodwill 20.3 46.0 13.5 0.8 -- 80.6
Intangibles and other assets 6.2 132.0 12.6 53.5 -- 204.3
Due from affiliates 46.2 5.1 70.3 274.1 (395.7) --
Investments in subsidiaries 187.4 76.2 (14.4) -- (249.2) --
------- ------- -------- ------- -------- -------
$ 387.5 $ 548.6 $ 115.5 $ 470.9 $ (661.5) $ 861.0
======= ======= ======== ======= ======== =======
LIABILITIES
CURRENT LIABILITIES
Short-term borrowings $ -- $ 31.6 $ 0.6 $ 14.2 $ -- $ 46.4
Current maturities of
long-term debt -- 8.2 -- 0.7 -- 8.9
Accounts payable and
accrued liabilities 42.8 73.1 7.2 49.8 (16.6) 156.3
------- ------- -------- ------- -------- -------
42.8 112.9 7.8 64.7 (16.6) 211.6
Long-term debt -- 298.4 -- 1.9 -- 300.3
Due to affiliates 51.6 75.1 223.7 45.3 (395.7) --
Other liabilities 12.4 25.0 2.5 2.3 -- 42.2
------- ------- -------- ------- -------- -------
106.8 511.4 234.0 114.2 (412.3) 554.1
------- ------- -------- ------- -------- -------
Minority interest -- -- -- 26.2 -- 26.2
SHAREOWNERS' EQUITY
Capital stock
Common shares 256.7 275.8 122.7 451.4 (849.9) 256.7
Retained earnings (deficit) 41.0 (238.6) (241.2) (96.3) 576.1 41.0
Accumulated other
comprehensive loss (17.0) -- -- (24.6) 24.6 (17.0)
------- ------- -------- ------- -------- -------
280.7 37.2 (118.5) 330.5 (249.2) 280.7
------- ------- -------- ------- -------- -------
$ 387.5 $ 548.6 $ 115.5 $ 470.9 $ (661.5) $ 861.0
======= ======= ======== ======= ======== =======
27
COTT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
FOR THE SIX MONTHS ENDED JUNE 28, 2003
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
OPERATING ACTIVITIES
Net income (loss) $ 35.1 $ 27.5 $ 29.7 $ 2.9 $ (60.1) $ 35.1
Depreciation and amortization 4.0 12.2 3.0 5.7 -- 24.9
Amortization of financing fees -- 1.3 -- -- -- 1.3
Deferred income taxes 1.6 4.0 -- 0.9 -- 6.5
Minority interest -- -- -- 1.3 -- 1.3
Equity income (loss), net of
distributions (31.1) 0.1 (27.2) -- 58.3 0.1
Other non-cash items 0.6 (0.7) -- (0.3) -- (0.4)
Net change in non-cash
working capital from
continuing operations (5.8) (9.2) (2.8) (2.0) -- (19.8)
------ ------- ------- ------ ------- -------
Cash provided by operating
activities 4.4 35.2 2.7 8.5 (1.8) 49.0
------ ------- ------- ------ ------- -------
INVESTING ACTIVITIES
Additions to property, plant
and equipment (5.9) (9.3) (0.8) (11.9) -- (27.9)
Acquisitions and equity
investments -- -- -- (0.5) -- (0.5)
Advances to affiliates 2.3 (0.4) (2.2) (5.0) 5.3 --
Investment in subsidiary (3.0) -- -- -- 3.0 --
Other 0.1 -- -- -- -- 0.1
------ ------- ------- ------ ------- -------
Cash provided by (used in)
investing activities (6.5) (9.7) (3.0) (17.4) 8.3 (28.3)
------ ------- ------- ------ ------- -------
FINANCING ACTIVITIES
Payments of long-term debt -- (53.1) -- (0.3) -- (53.4)
Issue of long-term debt -- 3.7 -- -- -- 3.7
Short-term borrowings (2.6) 15.1 0.6 11.2 -- 24.3
Advances from affiliates -- 8.5 -- (3.2) (5.3) --
Distributions to subsidiary
minority shareowner -- -- -- (1.7) -- (1.7)
Issue of common shares 5.7 -- -- 3.0 (3.0) 5.7
Dividends paid -- -- -- (1.8) 1.8 --
Other -- -- (0.2) -- -- (0.2)
------ ------- ------- ------ ------- -------
Cash provided by (used in)
financing activities 3.1 (25.8) 0.4 7.2 (6.5) (21.6)
------ ------- ------- ------ ------- -------
Effect of exchange rate
changes on cash (0.2) -- -- 0.1 -- (0.1)
------ ------- ------- ------ ------- -------
NET INCREASE (DECREASE) IN
CASH 0.8 (0.3) 0.1 (1.6) -- (1.0)
CASH, BEGINNING OF PERIOD -- -- 0.1 3.2 -- 3.3
------ ------- ------- ------ ------- -------
CASH, END OF PERIOD $ 0.8 $ (0.3) $ 0.2 $ 1.6 $ -- $ 2.3
====== ======= ======= ====== ======= =======
28
COTT CORPORATION
CONSOLIDATING STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
FOR THE THREE MONTHS ENDED JUNE 29, 2002
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
SALES $ 56.7 $ 229.7 $ -- $ 50.7 $ (7.6) $ 329.5
Cost of sales 44.2 181.4 -- 44.5 (7.7) 262.4
------ ------- ------ ------ ------- -------
GROSS PROFIT 12.5 48.3 -- 6.2 0.1 67.1
Selling, general and
administrative expenses 8.7 14.8 0.5 4.3 -- 28.3
------ ------- ------ ------ ------- -------
OPERATING INCOME (LOSS) 3.8 33.5 (0.5) 1.9 0.1 38.8
Other expense (income), net 0.6 -- -- (1.1) -- (0.5)
Interest expense (income), net (2.9) 7.9 2.8 0.2 -- 8.0
Minority interest -- -- -- 0.5 -- 0.5
------ ------- ------ ------ ------- -------
INCOME (LOSS) BEFORE INCOME
TAXES AND EQUITY INCOME 6.1 25.6 (3.3) 2.3 0.1 30.8
Income taxes (2.0) (9.1) -- (0.3) -- (11.4)
Equity income (loss) 15.1 1.0 16.9 -- (33.2) (0.2)
------ ------- ------ ------ ------- -------
NET INCOME $ 19.2 $ 17.5 $ 13.6 $ 2.0 $ (33.1) $ 19.2
====== ======= ====== ====== ======= =======
29
COTT CORPORATION
CONSOLIDATING STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(in millions of U.S. dollars)
FOR THE SIX MONTHS ENDED JUNE 29, 2002
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
SALES $ 93.3 $ 407.4 $ -- $ 91.7 $ (12.9) $ 579.5
Cost of sales 74.8 322.4 -- 82.1 (13.0) 466.3
------- ------- ------ ------- ------- -------
GROSS PROFIT 18.5 85.0 -- 9.6 0.1 113.2
Selling, general and
administrative expenses 13.6 31.3 1.0 10.1 -- 56.0
------- ------- ------ ------- ------- -------
OPERATING INCOME (LOSS) 4.9 53.7 (1.0) (0.5) 0.1 57.2
Other expense (income), net 14.7 -- -- (1.2) -- 13.5
Interest expense (income), net (5.0) 15.8 6.1 0.4 -- 17.3
Minority interest -- -- -- 1.0 -- 1.0
------- ------- ------ ------- ------- -------
INCOME (LOSS) BEFORE INCOME
TAXES AND EQUITY INCOME (4.8) 37.9 (7.1) (0.7) 0.1 25.4
Income taxes 4.0 (12.6) -- 0.6 -- (8.0)
Equity income (loss) 18.0 1.0 26.3 -- (45.5) (0.2)
------- ------- ------ ------- ------- -------
INCOME (LOSS) FROM CONTINUING
OPERATIONS 17.2 26.3 19.2 (0.1) (45.4) 17.2
Cumulative effect of change in
accounting principle -- -- -- (44.8) -- (44.8)
Equity loss on cumulative
effect of change in
accounting principle (44.8) -- -- -- 44.8 --
------- ------- ------ ------- ------- -------
NET INCOME (LOSS) $ (27.6) $ 26.3 $ 19.2 $ (44.9) $ (0.6) $ (27.6)
======= ======= ====== ======= ======= =======
30
COTT CORPORATION
CONSOLIDATING BALANCE SHEETS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars)
AS OF DECEMBER 28, 2002
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
ASSETS
Current assets
Cash $ -- $ -- $ 0.1 $ 3.2 $ -- $ 3.3
Accounts receivable 36.7 84.3 4.4 32.7 (21.9) 136.2
Inventories 15.1 43.9 5.7 13.3 -- 78.0
Prepaid expenses 1.4 1.3 0.7 3.8 -- 7.2
------- -------- -------- ------- -------- -------
53.2 129.5 10.9 53.0 (21.9) 224.7
Property, plant and equipment 49.7 138.3 23.7 61.3 -- 273.0
Goodwill 17.5 46.0 13.5 -- -- 77.0
Intangibles and other assets 7.4 134.8 13.0 55.5 -- 210.7
Due from affiliates 46.1 0.5 68.2 268.1 (382.9) --
Investments in subsidiaries 148.4 79.2 (41.6) -- (186.0) --
------- -------- -------- ------- -------- -------
$ 322.3 $ 528.3 $ 87.7 $ 437.9 $ (590.8) $ 785.4
======= ======== ======== ======= ======== =======
LIABILITIES
CURRENT LIABILITIES
Short-term borrowings $ 2.3 $ 16.5 $ -- $ 2.5 $ -- $ 21.3
Current maturities of
long-term debt -- 16.5 -- -- -- 16.5
Accounts payable and
accrued liabilities 40.0 63.0 9.4 36.8 (21.9) 127.3
------- -------- -------- ------- -------- -------
42.3 96.0 9.4 39.3 (21.9) 165.1
Long-term debt -- 339.3 -- -- -- 339.3
Due to affiliates 50.6 66.6 219.6 46.1 (382.9) --
Other liabilities 11.2 16.7 6.9 1.4 -- 36.2
------- -------- -------- ------- -------- -------
104.1 518.6 235.9 86.8 (404.8) 540.6
------- -------- -------- ------- -------- -------
Minority interest -- -- -- 26.6 -- 26.6
SHAREOWNERS' EQUITY
Capital stock
Common shares 248.1 275.8 122.7 448.4 (846.9) 248.1
Retained earnings (deficit) 5.9 (266.1) (270.9) (97.4) 634.4 5.9
Accumulated other
comprehensive loss (35.8) -- -- (26.5) 26.5 (35.8)
------- -------- -------- ------- -------- -------
218.2 9.7 (148.2) 324.5 (186.0) 218.2
------- -------- -------- ------- -------- -------
$ 322.3 $ 528.3 $ 87.7 $ 437.9 $ (590.8) $ 785.4
======= ======== ======== ======= ======== =======
31
COTT CORPORATION
CONSOLIDATING STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(in millions of U.S. dollars, unaudited)
FOR THE SIX MONTHS ENDED JUNE 29, 2002
---------------------------------------------------------------------------------------
COTT COTT GUARANTOR NON-GUARANTOR ELIMINATION
CORPORATION BEVERAGES INC. SUBSIDIARIES SUBSIDIARIES ENTRIES CONSOLIDATED
------------- --------------- ------------- ------------- -------------- --------------
OPERATING ACTIVITIES
Income (loss) from continuing
operations $ 17.2 $ 26.3 $ 19.2 $ (0.1) $ (45.4) $ 17.2
Depreciation and amortization 3.3 10.7 1.7 5.1 -- 20.8
Amortization of financing fees 0.1 0.8 -- -- -- 0.9
Deferred income taxes (4.1) 4.2 -- (0.8) -- (0.7)
Minority interest -- -- -- 1.0 -- 1.0
Equity income, net of
distributions (18.0) 0.8 (20.4) -- 37.8 0.2
Gain on disposal of investment (1.3) -- -- -- -- (1.3)
Other non-cash items 5.4 (0.6) -- (0.2) -- 4.6
Net change in non-cash
working capital from
continuing operations (11.3) (19.4) 0.7 2.5 (0.1) (27.6)
-------- ------- ------- ------ ------- --------
Cash provided by (used in)
operating activities (8.7) 22.8 1.2 7.5 (7.7) 15.1
-------- ------- ------- ------ ------- --------
INVESTING ACTIVITIES
Additions to property, plant
and equipment (4.2) (13.1) (0.6) (0.7) -- (18.6)
Acquisitions (1.8) -- (27.7) (1.5) -- (31.0)
Advances to affiliates -- (0.5) -- -- 0.5 --
Investment in subsidiary (15.0) (27.0) (10.0) -- 52.0 --
Other 2.8 (1.6) 0.2 -- -- 1.4
-------- ------- ------- ------ ------- --------
Cash used in investing
activities (18.2) (42.2) (38.1) (2.2) 52.5 (48.2)
-------- ------- ------- ------ ------- --------
FINANCING ACTIVITIES
Payments of long-term debt (276.4) (2.0) -- -- -- (278.4)
Short-term borrowings 0.3 16.6 -- -- -- 16.9
Decrease in cash in trust 297.3 -- -- -- -- 297.3
Advances from affiliates 0.5 -- -- -- (0.5) --
Distributions to subsidiary
minority shareowner -- -- -- (1.7) -- (1.7)
Issue of common shares 5.0 10.0 37.0 5.0 (52.0) 5.0
Dividends paid -- (5.9) -- (1.8) 7.7 --
-------- ------- ------- ------ ------- --------
Cash provided by (used in)
financing activities 26.7 18.7 37.0 1.5 (44.8) 39.1
-------- ------- ------- ------ ------- --------
Effect of exchange rate
changes on cash and cash
equivalents 0.3 -- -- 0.3 -- 0.6
-------- ------- ------- ------ ------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 0.1 (0.7) 0.1 7.1 -- 6.6
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -- 0.7 -- 3.2 -- 3.9
-------- ------- ------- ------ ------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 0.1 $ -- $ 0.1 $ 10.3 $ -- $ 10.5
======== ======= ======= ====== ======= ========
32