Acquisitions (Tables)

12 Months Ended

Jan. 02, 2016

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such periods.


	For the Year Ended
(in millions of U.S. dollars, except per share amounts)	January 3, 2015			December 28, 2013
Revenue	$	3,099.1		$	3,141.1
Net loss attributed to Cott Corporation		(8.1	)		(102.0	)
Net loss per common share attributed to Cott Corporation, diluted	$	(0.08	)	$	(1.08	)

DSS Group Inc [Member]

Business Combination Transfer Consideration

The total cash and stock consideration paid by us in the DSS Acquisition is summarized below:


(in millions of U.S. dollars)
Cash paid to sellers	$	449.7
Working capital adjustment		11.4
Cash paid on behalf of sellers for sellers expenses		25.3
Cash paid to retire term loan on behalf of sellers		317.3
Convertible Preferred Shares		116.1
Non-Convertible Preferred Shares		32.7

Total consideration	$	952.5

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the DSS Acquisition.


(in millions of U.S. dollars)	As reported at January 3, 2015			Adjustments			As reported at January 2, 2016
Cash and cash equivalents	$	74.5		$	—		$	74.5
Accounts receivable		103.4			(0.8	)		102.6
Inventories		46.8			(0.4	)		46.4
Prepaid expenses and other current assets		8.8			—			8.8
Deferred income taxes		2.8			0.9			3.7
Property, plant & equipment¹		403.3			(13.3	)		390.0
Goodwill¹		556.9			17.5			574.4
Intangibles and other assets¹		417.2			16.8			434.0
Accounts payable and accrued liabilities		(110.2	)		(8.3	)		(118.5	)
Long-term debt		(406.0	)		—			(406.0	)
Deferred income tax liabilities¹		(129.1	)		1.2			(127.9	)
Other long-term liabilities		(27.3	)		(2.2	)		(29.5	)

Total	$	941.1		$	11.4		$	952.5

^1.

During the fourth quarter of the year ended January 2, 2016, we adopted ASU 2015-16 and as a result measurement period adjustments were recorded in the fourth quarter of 2015, resulting in a $22.7 million decrease to property, plant & equipment, a $16.8 million increase to intangibles and other assets and a $5.0 million increase to deferred income tax liabilities, with a corresponding increase to goodwill of $10.9 million. This measurement period adjustment resulted in a decrease of $4.8 million, $0.2 million, and $1.9 million in cost of sales, SG&A expenses, and income tax benefit, respectively, associated with a decrease in depreciation expense offset by an increase in amortization expense associated with the adjustment, of which $0.2 million of the total change in cost of sales and less than $0.1 million of the total change in SG&A expenses and income tax benefit, respectively, related to the prior year and with the remainder related to the nine months ended October 3, 2015.

Unaudited Pro Forma Financial Information

The following unaudited financial information from the acquisition date through January 3, 2015 represents the activity of DSS that has been combined with our operations as of the acquisition date.


(in millions of U.S. dollars)	For the period from December 12, 2014 through January 3, 2015
Revenue	$	28.7
Net loss		(2.8	)

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the DSS Acquisition and their estimated weighted average useful lives:


	As Reported at January 3, 2015
(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	219.8		16 years
Trademarks and trade names		183.1		Indefinite
Non-competition agreements		0.4		5 years
Software		5.7		3 years

Total	$	409.0

Aimia Foods Holdings Limited [Member]

Business Combination Transfer Consideration

The total consideration paid by us for the Aimia Acquisition is summarized below:


(in millions of U.S. dollars)
Cash paid to sellers	$	80.4
Deferred consideration		33.5
Contingent consideration¹		17.9
Working capital payment		7.2

Total consideration	$	139.0

^1.	Represents the estimated present value of the contingent consideration based on probability of achievement of performance targets recorded at fair value.

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the Aimia Acquisition.


(in millions of U.S. dollars)	Acquired Value
Cash	$	9.5
Accounts receivable		11.0
Inventories		9.6
Prepaid expenses and other assets		1.9
Property, plant & equipment		10.9
Goodwill		54.5
Intangibles and other assets		86.2
Accounts payable and accrued liabilities		(27.4	)
Deferred tax liabilities		(17.2	)

Total	$	139.0

Unaudited Pro Forma Financial Information

The following unaudited financial information from the acquisition date through January 3, 2015 represents the activity of Aimia that has been combined with our operations as of the acquisition date.


(in millions of U.S. dollars)	For the period from May 30, 2014 through January 3, 2015
Revenue	$	62.3
Net income		2.3

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the Aimia Acquisition and their estimated weighted average useful lives:


	As Reported at January 3, 2015
(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	76.5		15 years
Trademarks and trade names		1.5		20 years
Non-competition agreements		2.9		5 years

Total	$	80.9

Calypso [Member]

Business Combination Transfer Consideration

The total consideration paid by us in the Calypso Soft Drinks Acquisition is summarized below:


(in millions of U.S. dollars)
Cash paid to sellers	$	7.0
Deferred consideration¹		5.1

Total consideration	$	12.1

^1.	Principal amount of $5.3 million discounted to present value.

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the Calypso Soft Drinks Acquisition.


(in millions of U.S. dollars)	Acquired Value
Cash	$	0.5
Accounts receivable		15.9
Inventory		8.1
Prepaid expenses and other assets		0.6
Property, plant and equipment		8.7
Goodwill		8.5
Intangibles and other assets		15.0
Accounts payable and accrued liabilities		(15.0	)
Shareholder loans		(1.6	)
Deferred tax liabilities		(3.4	)
Other long-term liabilities		(25.2	)

Total	$	12.1

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the Calypso Soft Drinks Acquisition and their estimated weighted average useful lives:


	As Reported at December 28, 2013
(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	10.7		15 years
Trademarks and trade names		3.0		20 years
Non-competition agreements		1.3		5 years

Total	$	15.0