Common Shares and Net Loss Per Common Share

3 Months Ended

Apr. 02, 2016

Common Shares and Net Loss Per Common Share

Note 5—Common Shares and Net Loss Per Common Share

Common Shares

On March 9, 2016, we completed a public offering, on a bought deal basis, of 12,765,000 common shares at a price of $11.80 per share for total gross proceeds to us of $150.6 million (the “2016 Offering”). We incurred and recorded $6.0 million of underwriter commissions, $0.8 million in professional fees and a $1.7 million deferred tax benefit to common share capital in connection with the 2016 Offering. The net proceeds of the 2016 Offering were used to repay a portion of the borrowings under our asset based lending facility (“ABL facility”), to finance potential acquisitions and for general corporate purposes.

Net Loss Per Common Share

Basic net loss per common share is calculated by dividing net loss attributed to Cott Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is calculated by dividing diluted net loss attributed to Cott Corporation by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, Performance-based RSUs, Time-based RSUs and convertible preferred shares issued as part of the acquisition of DSS (“Convertible Preferred Shares”) during the periods presented. The dilutive effect of the Convertible Preferred Shares was calculated using the if-converted method. In applying the if-converted method, the Convertible Preferred Shares are assumed to have been converted at the beginning of the period (or at the time of issuance, if later). Set forth below is a reconciliation of the numerator and denominator for the diluted net loss per common share computations for the periods indicated:


	For the Three Months Ended
(in millions of U.S. dollars)	April 2, 2016			April 4, 2015
Net loss attributed to Cott Corporation	$	(3.3	)	$	(6.0	)
Plus:
Accumulated dividends on Convertible Preferred Shares		—			—

Diluted net loss attributed to Cott Corporation (numerator)	$	(3.3	)	$	(6.0	)


	For the Three Months Ended
(in thousands)	April 2, 2016		April 4, 2015
Weighted-average common shares outstanding - basic		113,267		93,196
Dilutive effect of Stock Options		—		—
Dilutive effect of Performance-based RSUs		—		—
Dilutive effect of Time-based RSUs		—		—
Dilutive effect of Convertible Preferred Shares		—		—

Weighted-average common shares outstanding - diluted (denominator)		113,267		93,196

The following table summarizes anti-dilutive securities excluded from the computation of diluted net loss per common share for the periods indicated:


	For the Three Months Ended
(in thousands)	April 2, 2016		April 4, 2015
Stock Options		2,892		1,801
Performance-based RSUs¹		2,003		1,546
Time-based RSUs		733		849
Convertible Preferred Shares		—		18,480

^1.	Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulative pre-tax income targets for these awards.