-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tb60IayHpBcAWiydlu1CwzbRFHn0FoOLdame1/CCygoeYmyEg8qYTG81fkOWT7kW GDrbYNxm3yugCQKNHK3Ssw== 0000909567-03-000520.txt : 20030416 0000909567-03-000520.hdr.sgml : 20030416 20030416102801 ACCESSION NUMBER: 0000909567-03-000520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTT CORP /CN/ CENTRAL INDEX KEY: 0000884713 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31410 FILM NUMBER: 03651800 BUSINESS ADDRESS: STREET 1: 207 QUEENS QUAY W STREET 2: SUITE 340 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4162033898 MAIL ADDRESS: STREET 1: 207 QUEENS QUAY W STREET 2: SUITE 340 CITY: TORONTO ONTARIO STATE: A6 ZIP: 00000 8-K 1 t09551e8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of report April 16, 2003 -------------- (Date of earliest reported event) COTT CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) CANADA 000-19914 None - ------------------------------- ---------------------- ---------------------- (State or other jurisdiction of Commission File Number (I.R.S. Employer incorporation or organization) Identification Number) 207 Queen's Quay W., Suite 340 Toronto, Ontario M5J 1A7 ------------------------------------------------------- (Address of principal executive offices) (Postal Code) (416) 203-3898 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBIT 99.1 Press Release dated April 16, 2003 announcing the Company's earnings for the first quarter ended March 29, 2003. ITEM 9. REGULATION FD DISCLOSURE On April 16, 2003, Cott Corporation issued a press release announcing its financial results for the quarter ended March 29, 2003. This press release is also being furnished to the SEC pursuant to Item 12 of Form 8-K. The press release includes information on EBITDA. Although it is not a recognized measure of performance under U.S. GAAP, EBITDA is presented as it is a widely accepted financial indicator of a company's ability to incur or service indebtedness. 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: April 16, 2003 /s/ Raymond P. Silcock --------------------------- Raymond P. Silcock Executive Vice President & Chief Financial Officer 2 EXHIBIT INDEX Number Description - ------ ----------- 99.1 Press Release dated April 16, 2003 announcing the Company's earnings for the first quarter ended March 29, 2003. 3 EX-99.1 3 t09551exv99w1.txt PRESS RELEASE DATED APRIL 16, 2003 EXHIBIT 99.1 COTT CORPORATION REPORTS RECORD RESULTS; SALES UP 18% IN FIRST QUARTER; EARNINGS PER SHARE RISE 36%; COMPANY RAISES GUIDANCE FOR 2003 (All information in U.S. dollars) TORONTO - April 16, 2003 - Extending its profitable operating performance into a fifth year, Cott Corporation (NYSE:COT; TSX:BCB) today announced record sales and earnings per share for the first quarter ended March 29, 2003. The Company reported operating income of $24.8 million, up 35% from last year's $18.4 million. "Fueled by growth with key customers, this performance adds to Cott's forward momentum," said Frank E. Weise, Cott's chairman, president and chief executive officer. "The acceleration in sales is a result of the enhanced retailer brand offerings to existing customers and the Company's relentless focus on meeting the needs of our customers. 2003 is expected to be another winning year for our customers, suppliers, employees and shareowners." Sales in the first quarter were up 18% to $295 million compared to $250 million last year. Excluding the impact of acquisitions sales were up 13%. The Company's U.S. business unit led with a 21% increase versus the same period last year, a 16% increase excluding the impact of acquisitions. Sales in Canada were down 1%, while in the U.K./Europe business unit, sales rose by 6%. The International unit, which includes RC International and CEMSA, the recently formed Mexican venture, reported sales of $7 million. Led by gains in plant efficiencies, particularly in the U.K., gross margin for the quarter was 19.1%, up from 18.9% in the fourth quarter 2002 and 18.4% in the first quarter last year. Earnings from continuing operations were $0.15 per diluted share, an increase of 36% from last year's reported $0.11 (before one-time charges). During the quarter, the Company adopted FAS 145, which no longer allows early debt redemption costs to be recorded as extraordinary items. As a consequence, last year's results have been revised in Exhibits 1 and 3, the consolidated statements of income and cash flows. Tables with supplemental information attached as Exhibits 2 and 4 show First Quarter 2002 on both an as reported and on a revised basis. The Company also amended its guidance for the full year, raising its estimate of earnings per diluted share to $0.93-$0.96 from $0.90 to $0.92. Sales are expected to increase 10-12% up from 9-11%. EBITDA is expected to reach $187 million from $185 million (see below for discussion of EBITDA). Capital spending is expected to be held to $50 million in 2003. * * * FIRST QUARTER RESULTS CONFERENCE CALL Cott Corporation will host a conference call today (April 16, 2003) at approximately 11:30 AM ET to discuss these results. For those who wish to listen to the presentation, there is a listen-only dial-in telephone line, which can be accessed as follows: North America: 800-814-4860 International: 416-640-4127 ANNUAL GENERAL MEETING Cott Corporation's annual general meeting of shareowners will take place on Thursday, April 17, 2003 at 8:30 AM ET. 4 WEBCAST To access the conference call today and the Annual General Meeting on April 17th over the Internet, please visit Cott's website at http://www.cott.com on both dates at least fifteen minutes early to register, download, and install any necessary audio/video software. For those who are unable to access the live broadcasts, a replay will be available at Cott's website following these events until April 24, 2003. First quarter 2003 supplementary financial information for the conference call is available in Investor Relations/Financial Reports section of Cott's website. ABOUT COTT CORPORATION 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 United States, Canada and the United Kingdom. NON-GAAP MEASURE EBITDA is defined as earnings from continuing operations before interest, income taxes, depreciation, amortization and unusual items. Although it is not a recognized measure of performance under U.S. GAAP, EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service indebtedness. EBITDA should not be considered as an alternative to income from continuing operations, net income, cash flows from operations or any other indicator of Cott's performance or liquidity, determined in accordance with U.S. GAAP. A table reconciling EBITDA with appropriate GAAP financial statement measures is included as an exhibit to this release. SAFE HARBOR STATEMENTS This press release contains forward-looking statements reflecting management's current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Company's filings with the appropriate securities commissions, and include, without limitation, stability of procurement costs for raw and packaging materials, adverse weather conditions, competitive activities by national, regional and retailer brand beverage manufacturers, the Company's ability to integrate acquired business into its operations, fluctuations in currency versus the U.S. dollar, the uncertainties of litigation, loss of key customers and retailers' continued commitment to their retailer brand beverage programs. The foregoing list of factors is not exhaustive. The Company undertakes no obligation to publicly update or revise any forward-looking statements. COTT CONTACTS Media Relations Rod Jimenez Tel: (416) 203-5606 Investor Relations Edmund O'Keeffe Tel: (416) 203-5617 5 COTT CORPORATION EXHIBIT 1 CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS OF US DOLLARS EXCEPT PER SHARE AMOUNTS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED ---------------------------------- MARCH 29, 2003 MARCH 30, 2002(1) -------------- -------------- SALES $ 295.3 $ 250.0 Cost of sales 238.9 203.9 --------- --------- GROSS PROFIT 56.4 46.1 Selling, general and administrative expenses 31.6 27.7 --------- --------- OPERATING INCOME 24.8 18.4 Other expense, net 0.5 14.0 Interest expense, net 7.7 9.3 Minority interest 0.6 0.5 --------- --------- INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY LOSS 16.0 (5.4) Income taxes (5.4) 3.4 Equity loss (0.1) -- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS 10.5 (2.0) Cumulative effect of change in accounting principle -- (44.8) --------- --------- NET INCOME (LOSS) $ 10.5 $ (46.8) ========= ========= VOLUME - 8 OZ EQUIVALENT CASES 208.1 173.3 INCOME PER SHARE - BASIC Income (loss) from continuing operations $ 0.15 $ (0.03) Cumulative effect of change in accounting principle $ -- $ (0.73) Net income (loss) $ 0.15 $ (0.76) INCOME PER SHARE - DILUTED Income (loss) from continuing operations $ 0.15 $ (0.03) Cumulative effect of change in accounting principle $ -- $ (0.73) Net income (loss) $ 0.15 $ (0.76)
(1) Revised to reflect the implementation of SFAS 145, which no longer allows early debt redemption costs to be recorded as extraordinary items. COTT CORPORATION EXHIBIT 2 SUPPLEMENTAL INCOME INFORMATION (IN MILLIONS OF US DOLLARS EXCEPT PER SHARE AMOUNTS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED ---------------------------------------------------------- REVISED AS REPORTED MARCH 29, 2003 MARCH 30, 2002(1) MARCH 30, 2002(2) -------------- -------------- -------------- SALES $ 295.3 $ 250.0 $ 250.0 Cost of sales 238.9 203.9 203.9 --------- --------- --------- GROSS PROFIT 56.4 46.1 46.1 Selling, general and administrative expenses 31.6 27.7 27.7 --------- --------- --------- OPERATING INCOME 24.8 18.4 18.4 Other expense, net 0.5 14.0(3) (0.1)(3) Interest expense, net 7.7 9.3 9.3 Minority interest 0.6 0.5 0.5 --------- --------- --------- INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY LOSS 16.0 (5.4) 8.7 Income taxes (5.4) 3.4(3) (1.1)(3) Equity loss (0.1) -- -- --------- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS 10.5 (2.0) 7.6 Extraordinary item -- -- (9.6) Cumulative effect of change in accounting principle -- (44.8) (44.8) --------- --------- --------- NET INCOME (LOSS) $ 10.5 $ (46.8) $ (46.8) ========= ========= ========= VOLUME - 8 OZ EQUIVALENT CASES 208.1 173.3 173.3 INCOME PER SHARE - BASIC Income (loss) from continuing operations $ 0.15 $ (0.03) $ 0.12 Extraordinary item $ -- $ -- $ (0.15) Cumulative effect of change in accounting principle $ -- (0.73) $ (0.73) Net income (loss) $ 0.15 $ (0.76) $ (0.76) INCOME PER SHARE - DILUTED Income (loss) from continuing operations $ 0.15 $ (0.03) $ 0.11 Extraordinary item $ -- $ -- $ (0.15) Cumulative effect of change in accounting principle $ -- $ (0.73) $ (0.73) Net income (loss) $ 0.15 $ (0.76) $ (0.76)
(1) Revised to reflect the implementation of SFAS 145, which no longer allows early debt redemption costs to be recorded as extraordinary items. (2) As reported in April 2002 and based on US GAAP in effect at that time. (3) As a result of SFAS 145, other expense has been increased by $14.1 million and income taxes have been reduced by $4.5 million, decreasing income from continuing operations by $9.6 million or $0.14 per diluted share. COTT CORPORATION EXHIBIT 3 CONSOLIDATED STATEMENTS OF CASH FLOWS (IN MILLIONS OF US DOLLARS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED --------------------------------- MARCH 29, 2003 MARCH 30, 2002(1) -------------- -------------- OPERATING ACTIVITIES Income (loss) from continuing operations $ 10.5 $ (2.0) Depreciation and amortization 12.1 10.3 Amortization of financing fees 0.9 0.5 Deferred income taxes 2.1 (4.2) Minority interest 0.6 0.5 Equity loss 0.1 -- Other non-cash items 0.3 4.5 Net change in non-cash working capital from continuing operations (1.7) (24.8) -------- --------- Cash provided by (used in) operating activities 24.9 (15.2) -------- --------- INVESTING ACTIVITIES Additions to property, plant and equipment (10.1) (10.7) Acquisitions and equity investments (0.3) (1.8) Proceeds from disposal of property, plant & equipment -- 0.2 Other -- (0.8) -------- --------- Cash used in investing activities (10.4) (13.1) -------- --------- FINANCING ACTIVITIES Payments of long-term debt (38.0) (277.6) Short-term borrowings 21.7 14.5 Decrease in cash in trust -- 297.3 Distributions to subsidiary minority shareowner (1.2) (0.3) Issue of common shares 1.1 4.7 -------- --------- Cash provided by (used in) financing activities (16.4) 38.6 -------- --------- Effect of exchange rate changes on cash -- (0.1) -------- --------- NET INCREASE (DECREASE) IN CASH (1.9) 10.2 CASH, BEGINNING OF PERIOD 3.3 3.9 -------- --------- CASH, END OF PERIOD $ 1.4 $ 14.1 ======== =========
(1) Revised to reflect the implementation of SFAS 145, which no longer allows early debt redemption costs to be recorded as extraordinary items. COTT CORPORATION EXHIBIT 4 SUPPLEMENTAL CASH FLOW INFORMATION (IN MILLIONS OF US DOLLARS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED ------------------------------------------------------ REVISED AS REPORTED MARCH 29, 2003 MARCH 30, 2002(1) MARCH 30, 2002(2) --------------- -------------- -------------- OPERATING ACTIVITIES Income (loss) from continuing operations $ 10.5 $ (2.0) $ 7.6 Depreciation and amortization 12.1 10.3 10.3 Amortization of financing fees 0.9 0.5 0.5 Deferred income taxes 2.1 (4.2) 0.3 Minority interest 0.6 0.5 0.5 Equity loss 0.1 -- -- Other non-cash items 0.3 4.5 1.0 Net change in non-cash working capital from continuing operations (1.7) (24.8) (24.8) --------- ---------- --------- Cash provided by (used in) operating activities 24.9 (15.2) (4.6) Cash cost of redemption of long-term debt -- -- (10.6) --------- ---------- --------- Cash provided by (used in) operating activities 24.9 (15.2) (15.2) --------- ---------- --------- INVESTING ACTIVITIES Additions to property, plant and equipment (10.1) (10.7) (10.7) Acquisitions and equity investments (0.3) (1.8) (1.8) Proceeds from disposal of property, plant & equipment -- 0.2 0.2 Other -- (0.8) (0.8) --------- ---------- --------- Cash used in investing activities (10.4) (13.1) (13.1) --------- ---------- --------- FINANCING ACTIVITIES Payments of long-term debt (38.0) (277.6) (277.6) Short-term borrowings 21.7 14.5 14.5 Decrease in cash in trust -- 297.3 297.3 Distributions to subsidiary minority shareowner (1.2) (0.3) (0.3) Issue of common shares 1.1 4.7 4.7 --------- ---------- --------- Cash provided by (used in) financing activities (16.4) 38.6 38.6 --------- ---------- --------- Effect of exchange rate changes on cash -- (0.1) (0.1) --------- ---------- --------- NET INCREASE (DECREASE) IN CASH (1.9) 10.2 10.2 CASH, BEGINNING OF PERIOD 3.3 3.9 3.9 --------- ---------- --------- CASH, END OF PERIOD $ 1.4 $ 14.1 $ 14.1 ========= ========== =========
(1) Revised to reflect the implementation of SFAS 145, which no longer allows early debt redemption costs to be recorded as extraordinary items. (2) As reported in April 2002 and based on US GAAP in effect at that time. COTT CORPORATION EXHIBIT 5 CONSOLIDATED BALANCE SHEETS (IN MILLIONS OF US DOLLARS, US GAAP)
UNAUDITED AUDITED MARCH 29, 2003 DECEMBER 28, 2002 -------------- ----------------- ASSETS CURRENT ASSETS Cash $ 1.4 $ 3.3 Accounts receivable 130.6 136.2 Inventories 87.4 78.0 Prepaid expenses 11.7 7.2 --------- --------- 231.1 224.7 PROPERTY, PLANT AND EQUIPMENT 274.4 273.0 GOODWILL 78.9 77.0 INTANGIBLES AND OTHER ASSETS 207.2 210.7 --------- --------- $ 791.6 $ 785.4 ========= ========= LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 43.0 $ 21.3 Current maturities of long-term debt 17.2 16.5 Accounts payable and accrued liabilities 130.3 127.3 --------- --------- 190.5 165.1 LONG-TERM DEBT 302.9 339.3 OTHER LIABILITIES 37.1 36.2 --------- --------- 530.5 540.6 MINORITY INTEREST 26.0 26.6 SHAREOWNERS' EQUITY Capital stock 249.2 248.1 Retained earnings 16.4 5.9 Accumulated other comprehensive income (30.5) (35.8) --------- --------- 235.1 218.2 --------- --------- $ 791.6 $ 785.4 ========= =========
COTT CORPORATION EXHIBIT 6 SEGMENT INFORMATION (IN MILLIONS OF US DOLLARS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED -------------------------------- MARCH 29, 2003 MARCH 30, 2002 -------------- -------------- SALES USA $ 226.6 $ 187.5 Canada 31.8 32.0 UK & Europe 29.5 27.9 International 7.2 2.6 Corporate & Other 0.2 -- --------- --------- $ 295.3 $ 250.0 ========= ========= OPERATING INCOME (LOSS) USA $ 25.5 $ 20.3 Canada 0.8 1.8 UK & Europe (0.3) (3.4) International 1.3 0.6 Corporate & Other (2.5) (0.9) --------- --------- $ 24.8 $ 18.4 ========= =========
COTT CORPORATION EXHIBIT 7 SUPPLEMENTARY INFORMATION - NON GAAP MEASURES (IN MILLIONS OF US DOLLARS) UNAUDITED
FOR THE THREE MONTHS ENDED ------------------------------- MARCH 29, 2003 MARCH 30, 2002 -------------- -------------- INCOME (LOSS) FROM CONTINUING OPERATIONS $ 10.5 $ (2.0) Depreciation and amortization 12.1 10.3 Interest expense, net 7.7 9.3 Income taxes 5.4 (3.4) Debt redemption costs -- 14.1 -------- -------- EBITDA $ 35.7 $ 28.3 ======== ======== FOR THE YEAR ENDED JANUARY 3, 2004 -- GUIDANCE INCOME FROM CONTINUING OPERATIONS $ 69 Depreciation and amortization 51 Interest expense, net 30 Income taxes 37 -------- EBITDA 187 ========
EBITDA is defined as earnings from continuing operations before interest, income taxes, depreciation, amortization and unusual items. EBITDA should not be considered as an alternative to income from continuing operations, net income or any other indicator of Cott's performance or to cash flows from operating, investing or financing activities as a measure of liquidity, determined in accordance with U.S. GAAP. Cott's method of calculating EBITDA may differ from methods used by other companies and, accordingly, Cott's EBITDA may not be comparable to similarly titled measures used by other companies. -----END PRIVACY-ENHANCED MESSAGE-----