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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of report: December 29, 2000 Amending Report Filed October 31, 2000
(Date of earliest reported event) October 18, 2000
Commission File Number 000-19914
COTT CORPORATION
(Exact name of registrant as specified in its charter)
CANADA None
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
207 Queen's Quay W, Suite 340
Toronto, Ontario M5J 1A7
(Address of principal executive offices) (Postal Code)
(416) 203-3898
(Registrant's telephone number, including area code)
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Effective October 18, 2000, Cott Corporation (the "Company"), through a wholly
owned, indirect subsidiary, completed the acquisition of the assets and assumed
certain obligations of the private label carbonated and the "Vintage" brand
beverage businesses (the "Assets") of Concord Beverage Company, a Pennsylvania
corporation. The details of this transaction were filed on Form 8-K on October
31, 2000. The undersigned Registrant hereby amends the financial statements and
exhibits of the Form 8-K filed October 31, 2000. The combined financial
statements of Concord Beverage Company and the Vintage Beverage Segments of its
Affiliates and the accountant's report thereon required by Item 7(a) and the pro
forma financial information required by Item 7(b) are provided herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS
The audited combined balance sheets for the Concord Beverage Company and the
Vintage Beverage Segments of its Affiliates ("Concord") as of January 1, 2000
and January 2, 1999 and the combined statements of income and comprehensive
income, stockholders' equity and cash flows for the years ended January 1, 2000,
January 2, 1999 and January 3, 1998 have been attached as Exhibit 2.3.
The unaudited combined balance sheet for Concord as of September 30, 2000 and
the unaudited combined statements of income and comprehensive income,
stockholders' equity and cash flows for the nine months ended September 30, 2000
have been attached as Exhibit 2.4.
(b) PRO FORMA FINANCIAL INFORMATION
The unaudited Pro Forma Consolidated Statements of Income for the year ended
January 1, 2000 and the nine months ended September 30, 2000 have been prepared
by management and present the consolidated results of the continuing operations
of the Company, as if the acquisition of Concord had occurred as of January 3,
1999. The pro forma consolidated statements of income for the year ended January
1, 2000 and the nine months ended September 30, 2000 have been prepared,
respectively, from the audited and unaudited consolidated financial statements
of Cott Corporation and Concord. The unaudited Pro Forma Consolidated Balance
Sheet as of September 30, 2000 has been prepared by management based on the
unaudited balance sheet of Cott Corporation and the unaudited combined balance
sheet of Concord as of this date and has been adjusted to reflect the
acquisition as of September 30, 2000.
This unaudited pro forma consolidated financial information should be read in
conjunction with the historical financial statements and notes thereto of Cott
Corporation and Concord.
The unaudited pro forma consolidated financial information presented is for
information only and may not be indicative of what the financial position and
results of operations would have been had the acquisition been completed on
January 3, 1999, nor is it intended to be indicative of the future results of
operations or financial position of the Company.
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COTT CORPORATION
Pro Forma Consolidated Statement of Income
For the Year Ended January 1, 2000
(in millions of U.S. dollars, except per share amounts)
Unaudited
<TABLE>
<CAPTION>
COTT PRO FORMA PRO FORMA
CORPORATION CONCORD ADJUSTMENTS NOTES CONSOLIDATED
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 990.8 $ 84.9 $ (2.1) a $ 1,073.6
Cost of sales 846.7 61.0 (1.6) a 917.5
0.4 b
1.7 c
9.3 d
----------------------------------------------------------------------------
GROSS PROFIT 144.1 23.9 (11.9) 156.1
Selling, general and 99.1 15.8 (0.2) a 105.3
administrative expenses (0.1) b
1.5 c
(9.3) d
(1.5) e
Unusual items (1.2) -- -- (1.2)
----------------------------------------------------------------------------
OPERATING INCOME 46.2 8.1 (2.3) 52.0
Other expenses (income), net (5.1) (0.2) 0.2 f (5.1)
Interest expense, net 34.6 0.1 (0.1) g 40.7
1.3 h
4.8 i
----------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES
AND EQUITY INCOME 16.7 8.2 (8.5) 16.4
Income taxes 3.8 (3.9) 4.0 j 3.9
Equity income 0.9 -- -- 0.9
----------------------------------------------------------------------------
INCOME FROM CONTINUING
OPERATIONS $ 21.4 $ 4.3 $ (4.5) $ 21.2
============================================================================
INCOME FROM CONTINUING
OPERATIONS PER SHARE
Basic $ 0.35 $ 0.35
Diluted $ 0.32 $ 0.32
WEIGHTED AVERAGE NUMBER OF
SHARES
Basic 59,837 59,837
Diluted 66,205 66,205
</TABLE>
See notes to the Pro Forma Consolidated Statements of Income
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COTT CORPORATION
Pro Forma Consolidated Statement of Income
For the Nine Months Ended September 30, 2000
(in millions of U.S. dollars, except per share amounts)
Unaudited
<TABLE>
<CAPTION>
COTT PRO FORMA PRO FORMA
CORPORATION CONCORD ADJUSTMENTS NOTES CONSOLIDATED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 763.5 $ 66.1 $ (1.5) a $ 828.1
Cost of sales 639.6 47.0 (1.1) a 696.2
0.1 b
1.3 c
9.3 d
------------------------------------------------------------------------------
GROSS PROFIT 123.9 19.1 (11.1) 131.9
Selling, general and 69.4 13.6 (0.2) a 74.6
administrative expenses (0.1) b
1.2 c
(9.3) d
------------------------------------------------------------------------------
OPERATING INCOME 54.5 5.5 (2.7) 57.3
Other expenses (income), net (0.7) (0.2) 0.2 f (0.7)
Interest expense, net 23.0 - 1.3 h 28.7
4.4 i
------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 32.2 5.7 (8.6) 29.3
Income taxes (13.4) (3.7) 4.8 j (12.3)
------------------------------------------------------------------------------
INCOME FROM CONTINUING
OPERATIONS $ 18.8 $ 2.0 $ (3.8) $ 17.0
------------------------------------------------------------------------------
INCOME FROM CONTINUING
OPERATIONS PER SHARE
Basic $ 0.31 $ 0.28
Diluted $ 0.28 $ 0.25
WEIGHTED AVERAGE NUMBER OF
SHARES
Basic 59,848 59,848
Diluted 66,483 66,483
</TABLE>
See notes to the Pro Forma Consolidated Statements of Income
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COTT CORPORATION
Notes to the Pro Forma Consolidated Statements of Income
Unaudited
The pro forma income statements for the nine months ended September 30, 2000 and
the year ended January 1, 2000 do not include benefits from the anticipated
synergies resulting from the acquisition. The pro forma information incorporates
the following adjustments:
(a) Eliminate sales and the related costs associated with certain
customers of Concord not purchased under the agreement;
(b) Eliminate historic depreciation expense on the acquired
Property, Plant and Equipment and record new depreciation
expense on the fair value of the Property, Plant and Equipment
based on the purchase price equation;
(c) Record amortization expense on the $18 million of trademarks,
the $25 million customer list and $15 million goodwill
acquired using the straight-line method over 15 years, 15
years and 40 years, respectively;
(d) Reclassify Concord warehousing, transportation and production
costs from Selling, General and Administrative expenses to
Cost of Sales to conform to the Company's financial statement
presentation;
(e) Eliminate historic amortization of Concord Deferred Charges &
Other Costs and expense upfront payments made to customers
during the 9-month period ended September 30, 2000;
(f) Eliminate interest and other investment income earned on cash
& cash equivalents and marketable securities that were not
acquired by the Company;
(g) Eliminate interest expense on the notes payable of Concord
which were repaid prior to the acquisition;
(h) Record interest at 7% per annum on the $17.9 million of Notes
Payable issued to the vendor for partial payment of the
purchase price. The notes are due one year after the deemed
acquisition date. As a result, the adjustment assumes the
notes were repaid as of January 3, 2000 along with the related
interest and refinanced through short-term borrowings;
(i) Record interest expense on the reduction in net cash relating
to the payment of the purchase price of $53.7 million at the
Company's short-term borrowing rate; and
(j) Adjust Concord's income tax expense to reflect the Company's
U.S. effective tax rate and adjust income tax expense to
reflect the pro forma adjustments.
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COTT CORPORATION
Pro Forma Consolidated Balance Sheet
As of September 30, 2000
(in millions of U.S. dollars)
Unaudited
<TABLE>
<CAPTION>
COTT PRO FORMA PRO FORMA
CORPORATION CONCORD ADJUSTMENTS NOTES CONSOLIDATED
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 61.7 $ 5.6 $ (5.6) a $ 27.8
(33.2) b
(0.7) c
Marketable securities - 1.5 (1.5) a -
Accounts receivable 105.3 9.8 (3.8) b 111.3
Inventories 64.4 8.4 (2.4) b 70.4
Prepaid expenses 2.0 - - 2.0
---------------------------------------------------------------------------------
233.4 25.3 (47.2) 211.5
PROPERTY, PLANT AND EQUIPMENT 238.6 6.5 8.5 b 248.9
(4.7) d
GOODWILL 100.1 - 14.7 c 114.8
INVESTMENT AND OTHER ASSETS 36.8 5.8 (1.3) a 79.8
38.5 b
---------------------------------------------------------------------------------
$ 608.9 $ 37.6 $ 8.5 $ 655.0
---------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES
Short-term borrowings $ 0.9 $ - $ 38.4 b $ 39.3
Current maturities of long-term debt 9.7 - - 9.7
Accounts payable and accrued 119.3 9.6 (2.5) b 127.0
liabilities 0.6 c
Discontinued operations 0.7 - - 0.7
---------------------------------------------------------------------------------
130.6 9.6 36.5 176.7
LONG-TERM DEBT 305.1 - - 305.1
OTHER LIABILITIES 23.2 - - 23.2
---------------------------------------------------------------------------------
458.9 9.6 36.5 505.0
---------------------------------------------------------------------------------
SHAREOWNERS' EQUITY 150.0 28.0 (8.4) a 150.0
(28.3) b
13.4 c
(4.7) d
---------------------------------------------------------------------------------
$ 608.9 $ 37.6 $ 8.5 $ 655.0
=================================================================================
</TABLE>
See notes to the Pro Forma Consolidated Balance Sheet
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COTT CORPORATION
Notes to the Pro Forma Consolidated Balance Sheet
Unaudited
The pro forma adjustments as of September 30, 2000 are made to reflect the
following:
(a) Eliminate cash & cash equivalents, marketable securities and
related accumulated other comprehensive income, certain other
working capital items in excess of $5 million and other assets
which were not acquired in the transaction;
(b) Adjust to fair value the net assets acquired of Concord as of
the acquisition date, including the property, plant and
equipment, deferred charges and other costs, customer list and
trademarks and record the cash payment of the purchase price,
including portions paid with cash-on-hand and increased
borrowings on the Company's credit facilities and through the
notes payable of $17.9 million issued to the vendor;
(c) Record goodwill for the excess of the $73 million acquisition
cost, including estimated transaction costs, over the fair
value of net assets acquired. Approximately $0.6 million in
estimated costs are included in accrued liabilities as of
September 30, 2000; and
(d) Eliminate property, plant and equipment relating to the
Elizabeth plant that was not purchased.
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(c) EXHIBITS
2.3 Audited combined balance sheets of Concord Beverage Company and the Vintage
Beverage Segments of its Affiliates as of January 1, 2000 and January 2,
1999 and the statements of income, stockholders' equity and cash flows for
the years ended January 1, 2000, January 2, 1999 and January 3, 1998.
2.4 Unaudited combined interim balance sheet of Concord Beverage Company and
the Vintage Beverage Segments of its Affiliates as of September 30, 2000
and the statements of income, stockholders' equity and cash flows for the
nine-month period then ended.
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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 thereunto duly authorized.
COTT CORPORATION
(Registrant)
Date: December 28, 2000
/s/ Raymond P. Silcock
-----------------------
Raymond P. Silcock
Executive Vice President &
Chief Financial Officer
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EXHIBIT INDEX
2.3 Audited combined balance sheets of Concord Beverage Company and the Vintage
Beverage Segments of its Affiliates as of January 1, 2000 and January 2,
1999 and the statements of income, stockholders' equity and cash flows for
the years ended January 1, 2000, January 2, 1999 and January 3, 1998.
2.4 Unaudited combined interim balance sheet of Concord Beverage Company and
the Vintage Beverage Segments of its Affiliates as of September 30, 2000
and the statements of income, stockholders' equity and cash flows for the
nine-month period then ended.
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