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 attributable 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 attributable 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, and Time-based RSUs during the periods presented.

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:


	For the Year Ended
	December 30, 2017			December 31, 2016			January 2, 2016
Numerator (in millions):
Net (loss) income attributable to Cott Corporation
Continuing operations	$	(3.6	)	$	(60.3	)	$	(2.2	)
Discontinued operations		2.2			(17.5	)		(1.2	)

Net losses		(1.4	)		(77.8	)		(3.4	)

Basic Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic		139,078			128,290			103,037
Basic Earnings Per Share:
Continuing operations		(0.03	)		(0.47	)		(0.02	)
Discontinued operations		0.02			(0.14	)		(0.01	)

Net losses		(0.01	)		(0.61	)		(0.03	)

Diluted Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic		139,078			128,290			103,037
Dilutive effect of Stock Options		—			—			—
Dilutive effect of Performance based RSUs		—			—			—
Dilutive effect of Time-based RSUs		—			—			—

Weighted average common shares outstanding - diluted		139,078			128,290			103,037
Diluted Earnings Per Share:
Continued operations		(0.03	)		(0.47	)		(0.02	)
Discontinued operations		0.02			(0.14	)		(0.01	)

Net losses		(0.01	)		(0.61	)		(0.03	)

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

(in thousands)

December 30,
2017

December 31,
2016

January 2,
2016

Stock options

5,006

4,474

1,757

Performance-based RSUs ¹

2,235

2,070

1,631

Time-based RSUs ²

493

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.

^2.	Time-based RSUs represent the number of shares expected to be issued based on known employee retention information.