Note 8—Common Shares and Net (Loss) Income per Common Share

Common Shares

On June 29, 2016, we completed a public offering, on a bought deal basis, of 15,088,000 common shares at a price of $15.25 per share for total gross proceeds to us of $230.1 million (the “June 2016 Offering”). We incurred and recorded $9.2 million of underwriter commissions and $1.1 million in professional fees in connection with the June 2016 Offering. The net proceeds of the June 2016 Offering were used to repay borrowings under our ABL facility, to finance the S&D Acquisition and for general corporate purposes.

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 “March 2016 Offering”). We incurred and recorded $6.0 million of underwriter commissions and $0.8 million in professional fees in connection with the March 2016 Offering. The net proceeds of the March 2016 Offering were used to repay borrowings under our ABL facility and for general corporate purposes.

Net (Loss) Income Per Common Share

Basic net (loss) income per common share is calculated by dividing net (loss) income attributed to Cott Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net (loss) income per common share is calculated by dividing diluted net (loss) income 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 during the periods presented. The dilutive effect of the Convertible Preferred Shares is calculated using the if-converted method. In applying the if-converted method, the convertible 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) income per common share computations for the periods indicated:

Numerator


	For the Year Ended
	December 31,			January 2,			January 3,
(in millions of U.S. dollars)	2016			2016			2015
Net (loss) income attributed to Cott Corporation	$	(77.8	)	$	(3.4	)	$	10.0
Plus:
Accumulated dividends on Convertible Preferred Shares ¹		—			—			0.6

Diluted net (loss) income attributed to Cott Corporation	$	(77.8	)	$	(3.4	)	$	10.6

Denominator


	For the Year Ended
	December 31,		January 2,		January 3,
(in thousands)	2016		2016		2015
Weighted average number of shares outstanding—basic		128,290		103,037		93,777
Dilutive effect of stock options		—		—		83
Dilutive effect of Performance-based RSUs		—		—		325
Dilutive effect of Time-based RSUs		—		—		619
Dilutive effect of Convertible Preferred Shares ¹		—		—		1,096

Adjusted weighted average number of shares outstanding—diluted		128,290		103,037		95,900

^1.

For the year ended January 3, 2015, the accumulated dividends on Convertible Preferred Shares were added back to the numerator to calculate diluted net income per common share because the Convertible Preferred Shares were assumed to have been converted at the time of issuance even though they were not actually convertible until three years after issuance.

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

For the Year Ended

December 31,

January 2,

January 3,

(in thousands)

2016

2015

Stock options

4,474

1,757

833

Performance-based RSUs ¹

2,070

1,631

—

Time-based RSUs

800

827

—

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