-----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, HAq1eMo/Kbc5WyEXp2TCCEODOl0mspIutv7kKVNPdm99ePvRagj2nfJqfQYtAjHn roev/Pq4aFS/kD8+9Tf6nw== 0000909567-06-000086.txt : 20060126 0000909567-06-000086.hdr.sgml : 20060126 20060126092947 ACCESSION NUMBER: 0000909567-06-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050929 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 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: 06551657 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 t19303e8vk.txt 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 (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 29, 2005 COTT CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) CANADA 000-19914 None - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
207 Queen's Quay West, Suite 340, Toronto, Ontario M5J 1A7 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 203-3898 N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On January 26, 2006 Cott Corporation (the "Company") issued a press release announcing its financial results for the year ended December 31, 2005. This press release is furnished herewith as Exhibit 99.1 of this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein. ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. The information reported in Item 2.06 is hereby incorporated by reference. ITEM 2.06. MATERIAL IMPAIRMENTS. On September 29, 2005, as previously reported on the Current Report on Form 8-K filed by the Company on October 4, 2005 (the "Prior Form 8-K"), the Company announced a plan to realign the management of its Canadian and United States businesses to a North American basis (the "Realignment Plan"). In the Prior 8-K, the Company reported that it expected to record certain pre-tax charges of $60 to 80 million over the 12 to 18 month period following the announcement of the Realignment Plan, that the largest of the charges would be related to asset impairment and that there also would be additional charges for severance, termination and other costs. On December 13, 2005 the Company filed an amended Current Report on Form 8-K announcing the planned closing of its Columbus, Ohio manufacturing plant and certain charges expected to be recorded in connection with the plant closing. At that time, the charges associated with that closing were estimated at $13 million. The actual charges incurred to date have been $9.3 million. During the fourth quarter of 2005, an additional $0.9 million in charges were incurred in connection with severance and asset impairments related to the closure of a sales office and $1.8 million in other costs and asset impairments related to the Realignment Plan. The Company further disclosed that, in connection with implementing the Realignment Plan, it will record additional pre-tax charges of approximately $23 to 43 million. The $23 to 43 million in charges are those remaining to be taken as part of the previously announced $60 to 80 million total anticipated charges and are not in addition to the previously announced $60 to 80 million in total anticipated charges. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press release dated January 26, 2006. 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 hereunto duly authorized. COTT CORPORATION Date: January 26, 2006 By: /s/ B. Clyde Preslar ------------------------------------ B. Clyde Preslar Executive Vice President and Chief Financial Officer -2- EXHIBIT INDEX
Number Description - ------ ----------- 99.1 Press release dated January 26, 2006.
-3- EX-99.1 2 t19303exv99w1.txt EX-99.1 EXHIBIT 99.1 COTT CORPORATION REPORTS Q4 AND FULL YEAR RESULTS ------------------------------------------------- o FULL-YEAR EARNINGS OF $0.34 PER SHARE AFTER UNUSUAL ITEM CHARGES OF $0.35 PER SHARE o FULL-YEAR SALES GROWTH OF 7% o NORTH AMERICAN REALIGNMENT PROGRESS CONTINUES o COMPANY PROVIDES LONGER TERM GROWTH OUTLOOK (ALL INFORMATION IN U.S. DOLLARS) TORONTO - JANUARY 26, 2006 - Cott Corporation (NYSE:COT; TSX:BCB) today announced results for the fourth quarter and full year ended December 31, 2005. The Company posted a full year sales increase of 7% to $1.76 billion. Excluding acquisitions, sales grew 3% year over year. The Company also recorded charges for unusual items of $37.5 million on a pre-tax basis, or $0.35 per share after taxes, including charges related to the previously announced North American realignment. These charges contributed to a decline in net income to $24.6 million or $0.34 per diluted share, compared to net income of $78.3 million, or $1.09 per diluted share, in the prior year. "2005 was a challenging year for Cott and our industry as we faced unprecedented commodity cost increases and a continuing consumer shift toward non-carbonated beverages," said John K. Sheppard, president and chief executive officer. "Despite these challenges, Cott remains a strong player in the beverage industry. Our U.S. retailer brand volume share remained steady for the past 52 weeks and grew in the most recent four and 12-week periods, despite category softness and aggressive national brand promotional activity. As we focus on the North American realignment in 2006, we are taking actions that we expect will drive sales growth and significantly improve our operating performance as we move beyond this transition year." FULL YEAR 2005 Cott's U.K./Europe business unit led the Company's full year sales growth with a 30% increase and was up 11% excluding the acquisition of Macaw Soft Drinks in the third quarter. North American sales increased 3% over the prior year primarily due to pricing, acquisitions and foreign exchange, as volume declined slightly in the year. International sales were up 17%, primarily due to strong growth in Mexico. Excluding foreign exchange, International sales increased 14%. 1 Gross margin as a percentage of sales in 2005 was 14.2% compared to 17.2% in 2004. Commodity cost increases, higher fixed costs primarily associated with added manufacturing capacity, and a product mix shift toward bottled water contributed to this decline. Selling, general and administrative expenses as a percentage of sales declined to 7.9% during 2005 from 8.4% in 2004 mainly due to lower bad debt and compensation expense. Other expenses increased $0.9 million due to net losses for disposal of assets of $2.0 million, partially offset by foreign exchange gains. Interest expense increased $2.8 million from 2004 due to the Macaw acquisition. The Company's full year 2005 effective tax rate increased to 37.4% from 31.2% in 2004 largely due to the inability to record tax benefits on losses in Canada. FOURTH QUARTER For the fourth quarter of 2005, Cott's sales grew to $397.2 million, an increase of 8% over the same period in 2004, up 1% excluding acquisitions and foreign exchange. On a business unit level, North American fourth quarter sales declined 1% from the prior year. U.K./Europe sales increased 57% due to base business growth combined with increases from the Macaw acquisition. Excluding the acquisition, U.K./Europe sales grew 8% over the prior year and by 16% when foreign exchange is also excluded. International sales in the fourth quarter rose 17%, benefiting from strong growth in Mexico. The Company's fourth quarter gross margin as a percentage of sales declined to 11.9% from 15.4% in the fourth quarter of 2004 mainly due to commodity cost increases, lower supplier rebates, higher fixed manufacturing costs, and product mix. Other expenses increased $1.8 million from the fourth quarter of 2004 largely due to net losses for disposal of assets of $1.7 million. Interest expense increased $1.6 million due to the Macaw acquisition. Unusual item charges of $12.0 million on a pre-tax basis, or $0.11 per share after taxes, were recorded in the quarter. These charges relate mainly to the impairment of certain assets resulting from the closure of the Ohio manufacturing facility, as well as employee and contract termination payments resulting from the Company's reorganization of management and operations to a North American basis. The fourth quarter effective tax rate was impacted by the Company's determination during the quarter that it was unable to record tax benefits on its losses in Canada. 2 After charges for unusual items, the net loss for the quarter was $6.9 million compared to net income of $11.4 million in the fourth quarter of 2004. This resulted in a loss per diluted share of $0.10 in the quarter compared to earnings per diluted share of $0.16 for the same period last year. MANAGEMENT COMMENTS Excluding charges for unusual items and stock option expense, the Company expects 2006 EBITDA to be relatively flat with 2005. However, without taking into account charges for unusual items and stock option expense, net income in 2006 is expected to be substantially below the 2005 level due to significant increases in depreciation, interest expense, and the effective tax rate. The Company anticipates that 2006 charges for unusual items, including pre-tax asset impairment and restructuring charges, will be between $23 to $43 million. This amount is part of the previously announced charges of $60 to $80 million. Stock option expense in 2006 is expected to be between $10 to $12 million on a pre-tax basis. Following 2006, Cott is targeting longer-term annual sales growth of 5 to 7% and earnings per share growth of 8 to 12%. Further, the Company has established the goal of improving its gross margin as a percentage of sales to 16% in 2008 through improved operating efficiencies, product mix and price increases. Commenting on the outlook, Sheppard added, "2006 will be an important transition year as we reposition Cott for profitable growth in the future. We are pursuing a number of specific initiatives including a disciplined and strategic approach to pricing, sourcing and supply chain efficiencies, improved water profitability, and increased penetration in non-carbonated beverage segments such as isotonics, enhanced beverages and juice-based drinks. We expect to make significant progress in these areas during 2006 and to realize their full-year benefit beginning in 2007." Sheppard also announced that Cott has engaged Synergetics Installations Worldwide, a leading international consulting firm specializing in implementing process improvement and cost reduction programs throughout an organization to drive increased profitability. *** 3 FOURTH QUARTER AND YEAR-END CONFERENCE CALL Cott Corporation will host a conference call for investors and analysts today, Thursday, January 26th 2006, at approximately 10 a.m. ET to discuss fourth quarter and full year financial 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: 800-796-7558 International: 416-644-3415 WEBCAST To access the conference call over the Internet, investors, analysts and the public in general are invited to visit Cott's website at http://www.cott.com 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 the Conference Call through 12:00 noon ET on Thursday, February 9, 2006. Fourth quarter and year-end 2005 supplementary financial information for the conference call is available in the Investor Relations/Financial Reports section of Cott's website. ABOUT COTT CORPORATION Cott Corporation is one of the world's largest retailer brand beverage suppliers whose principal markets are North America, the United Kingdom and Mexico. The Company's website is www.cott.com. NON-GAAP MEASURES EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Cott uses operating income as its primary measure of performance and cash flow from operations as its primary measure of liquidity. Nevertheless, Cott presents EBITDA in its filings for several reasons. Cott uses multiples of EBITDA and discounted cash flows in determining the value of its operations. In addition, Cott uses "cash return on assets", a financial measure calculated by dividing Cott's annualized EBITDA by its aggregate operating assets, for the purposes of calculating performance-related bonus compensation for its management employees, because that measure reflects the ability of management to generate cash while preserving assets. Finally, Cott includes EBITDA in its filings because it believes that its current and potential investors use multiples of EBITDA to 4 make investment decisions about Cott. Investors should not consider EBITDA an alternative to net income, nor to cash provided by operating activities, nor any other indicators of performance or liquidity which have been determined in accordance with U.S. or Canadian GAAP. Cott's method of calculating EBITDA may differ from the methods used by other companies and, accordingly, Cott's EBITDA may not be comparable to similarly titled measures used by other companies. A reconciliation of the Non-GAAP financial measures is attached and also available in the Investor Relations/Financial Reports section of Cott's website. 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, the Company's ability to restore plant efficiencies and lower logistics costs, adverse weather conditions, competitive activities by national, regional and retailer brand beverage manufacturers, the Company's ability to develop new products that appeal to consumer tastes, the Company's ability to identify acquisition candidates, successfully consummate acquisitions and integrate acquired businesses into its operations, fluctuations in currency versus the U.S. dollar, the uncertainties of litigation and regulatory review, 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. (FINANCIAL TABLES IN EXHIBITS 1-5 ATTACHED) COTT CONTACTS: Media Relations Kerry Morgan Tel: (416) 203-5613 Investor Relations Edmund O'Keeffe Tel: (416) 203-5617 5 EXHIBIT 1 COTT CORPORATION CONSOLIDATED STATEMENTS OF INCOME (LOSS) (IN MILLIONS OF US DOLLARS EXCEPT PER SHARE AMOUNTS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED -------------------------- ------------------------- DECEMBER 31, JANUARY 1, DECEMBER 31, JANUARY 1, 2005 2005 2005 2005 ------------ ---------- ------------ ---------- SALES $397.2 $369.3 $1,755.3 $1,646.3 Cost of sales 349.8 312.5 1,505.8 1,362.6 ------ ------ -------- -------- GROSS PROFIT 47.4 56.8 249.5 283.7 Selling, general and administrative expenses 32.0 32.0 138.6 138.1 Unusual items Restructuring 1.2 -- 3.2 -- Asset impairments 10.0 1.6 33.5 0.9 Other 0.8 -- 0.8 -- ------ ------ -------- -------- OPERATING INCOME 3.4 23.2 73.4 144.7 Other expense (income), net 1.4 (0.4) 0.8 (0.1) Interest expense, net 8.0 6.4 28.8 26.0 Minority interest 1.1 0.8 4.5 4.0 ------ ------ -------- -------- INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY LOSS (7.1) 16.4 39.3 114.8 Income taxes recovery (expense) 0.2 (4.6) (14.7) (35.8) Equity loss -- (0.4) -- (0.7) ------ ------ -------- -------- NET INCOME (LOSS) $ (6.9) $ 11.4 $ 24.6 $ 78.3 ====== ====== ======== ======== VOLUME - 8 OZ EQUIVALENT CASES 273.8 247.1 1,201.4 1,147.8 NET INCOME (LOSS) PER COMMON SHARE Basic $(0.10) $ 0.16 $ 0.34 $ 1.10 Diluted $(0.10) $ 0.16 $ 0.34 $ 1.09
EXHIBIT 2 COTT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (IN MILLIONS OF US DOLLARS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED -------------------------- ------------------------- DECEMBER 31, JANUARY 1, DECEMBER 31, JANUARY 1, 2005 2005 2005 2005 ------------ ---------- ------------ ---------- OPERATING ACTIVITIES Net income (loss) $ (6.9) $ 11.4 $ 24.6 $ 78.3 Depreciation and amortization 19.2 15.3 70.2 60.0 Amortization of financing fees 0.3 0.2 0.8 0.7 Deferred income taxes (9.8) 2.4 (6.5) 9.1 Minority interest 1.1 0.8 4.5 4.0 Equity loss -- 0.4 -- 0.7 Asset impairments 10.0 -- 33.5 -- Other non-cash items 2.0 1.5 3.0 2.3 Net change in non-cash working capital 10.4 (4.5) 6.8 (52.4) ------ ------ ------ ------ Cash provided by operating activities 26.3 27.5 136.9 102.7 ------ ------ ------ ------ INVESTING ACTIVITIES Additions to property, plant and equipment (14.7) (13.1) (83.6) (50.3) Acquisition of production capacity -- -- -- (3.8) Business acquisitions -- (16.9) (135.1) (34.6) Proceeds from disposal of property, plant & equipment -- -- 2.2 -- Other investing activities (2.7) (2.1) (9.0) (4.7) ------ ------ ------ ------ Cash used in investing activities (17.4) (32.1) (225.5) (93.4) ------ ------ ------ ------ FINANCING ACTIVITIES Payments of long-term debt (0.2) (0.3) (0.9) (3.5) Short-term borrowings 6.3 9.5 91.8 (7.0) Distributions to subsidiary minority shareowner (1.9) (1.6) (5.8) (5.9) Issue of common shares 0.1 1.5 3.6 14.3 Financing costs -- -- (3.8) -- Other financing activities (0.1) (0.1) (0.4) (0.4) ------ ------ ------ ------ Cash provided by (used in) financing activities 4.2 9.0 84.5 (2.5) ------ ------ ------ ------ Effect of exchange rate changes on cash (0.2) 1.2 (0.8) 1.4 ------ ------ ------ ------ NET INCREASE (DECREASE) IN CASH 12.9 5.6 (4.9) 8.2 CASH, BEGINNING OF PERIOD 8.8 21.0 26.6 18.4 ------ ------ ------ ------ CASH, END OF PERIOD $ 21.7 $ 26.6 $ 21.7 $ 26.6 ====== ====== ====== ======
EXHIBIT 3 COTT CORPORATION CONSOLIDATED BALANCE SHEETS (IN MILLIONS OF US DOLLARS, US GAAP)
UNAUDITED DECEMBER 31, 2005 JANUARY 1, 2005 ----------------- --------------- ASSETS CURRENT ASSETS Cash $ 21.7 $ 26.6 Accounts receivable 191.1 184.3 Inventories 144.2 122.8 Prepaid and other expenses 9.5 9.7 -------- -------- 366.5 343.4 PROPERTY, PLANT AND EQUIPMENT 394.2 313.7 GOODWILL 150.3 88.8 INTANGIBLES AND OTHER ASSETS 260.4 276.1 -------- -------- $1,171.4 $1,022.0 ======== ======== LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 157.9 $ 71.4 Current maturities of long-term debt 0.8 0.8 Accounts payable and accrued liabilities 182.5 145.2 -------- -------- 341.2 217.4 LONG-TERM DEBT 272.3 272.5 DEFERRED INCOME TAXES 53.5 51.0 -------- -------- 667.0 540.9 MINORITY INTEREST 22.5 23.8 SHAREOWNERS' EQUITY Capital stock 291.4 287.0 Retained earnings 186.2 161.6 Accumulated other comprehensive income 4.3 8.7 -------- -------- 481.9 457.3 -------- -------- $1,171.4 $1,022.0 ======== ========
EXHIBIT 4 COTT CORPORATION SEGMENT INFORMATION (IN MILLIONS OF US DOLLARS, US GAAP) UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED -------------------------- ------------------------- DECEMBER 31, JANUARY 1, DECEMBER 31, JANUARY 1, 2005 2005 2005 2005 ------------ ----------- ------------ ---------- SALES North America $301.9 $305.2 $1,428.0 $1,388.5 UK & Europe 76.6 48.8 251.9 194.3 International 17.5 14.9 71.6 61.2 Corporate 1.2 0.4 3.8 2.3 ------ ------ -------- -------- $397.2 $369.3 $1,755.3 $1,646.3 ====== ====== ======== ======== OPERATING INCOME (LOSS) North America $ 0.5 $ 20.2 $ 62.5 $ 130.6 UK & Europe 4.0 2.9 13.7 12.7 International 3.3 2.0 10.8 10.4 Corporate (4.4) (1.9) (13.6) (9.0) ------ ------ -------- -------- $ 3.4 $ 23.2 $ 73.4 $ 144.7 ====== ====== ======== ========
EXHIBIT 5 COTT CORPORATION SUPPLEMENTARY INFORMATION - NON GAAP MEASURES (IN MILLIONS OF US DOLLARS) UNAUDITED
FOR THE THREE MONTHS ENDED FOR THE YEARS ENDED -------------------------- ------------------------- DECEMBER 31, JANUARY 1, DECEMBER 31, JANUARY 1, 2005 2005 2005 2005 ------------ ----------- ------------ ---------- NET INCOME (LOSS) $(6.9) $11.4 $ 24.6 $ 78.3 Depreciation and amortization 19.2 15.3 70.2 60.0 Interest expense, net 8.0 6.4 28.8 26.0 Income taxes recovery (expense) (0.2) 4.6 14.7 35.8 ----- ----- ------ ------ EBITDA $20.1 $37.7 $138.3 $200.1 ===== ===== ====== ======
NON-GAAP MEASURE EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Cott uses operating income as its primary measure of performance and cash flow from operations as its primary measure of liquidity. Nevertheless, Cott presents EBITDA in its filings for several reasons. Cott uses multiples of EBITDA and discounted cash flows in determining the value of its operations. In addition, Cott uses "cash return on assets," a financial measure calculated by dividing Cott's annualized EBITDA by its aggregate operating assets, for the purposes of calculating performance-related bonus compensation for its management employees, because that measure reflects the ability of management to generate cash while preserving assets. Finally, Cott includes EBITDA in its filings because it believes that its current and potential investors use multiples of EBITDA to make investment decisions about Cott. Investors should not consider EBITDA an alternative to net income, nor to cash provided by operating activities, nor any other indicators of performance or liquidity which have been determined in accordance with U.S. or Canadian GAAP. Cott's method of calculating EBITDA may differ from the methods used by other companies and, accordingly, Cott's EBITDA may not be comparable to similarly titled measures used by other companies. SAFE HARBOR STATEMENTS This document 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, the Company's ability to restore plant efficiencies and lower logistics costs, adverse weather conditions, competitive activities by national, regional and retailer brand beverage manufacturers, the Company's ability to develop new products that appeal to consumer tastes, the Company's ability to identify acquisition candidates, successfully consummate acquisitions and integrate acquired businesses into its operations, fluctuations in currency versus the U.S. dollar, the uncertainties of litigation and regulatory review, 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. -----END PRIVACY-ENHANCED MESSAGE-----