Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 02, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | COT | |
Entity Registrant Name | COTT CORP /CN/ | |
Entity Central Index Key | 884,713 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 140,188,624 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Income Statement [Abstract] | ||
Revenue, net | $ 560.8 | $ 536.9 |
Cost of sales | 287.3 | 268.1 |
Gross profit | 273.5 | 268.8 |
Selling, general and administrative expenses | 261.1 | 255 |
Loss on disposal of property, plant & equipment, net | 1.3 | 1.3 |
Acquisition and integration expenses | 5 | 7.3 |
Operating income | 6.1 | 5.2 |
Other income, net | (20.2) | (1.6) |
Interest expense, net | 20.8 | 15.3 |
Income (loss) from continuing operations before income taxes | 5.5 | (8.5) |
Income tax expense | 0.9 | 1.7 |
Net income (loss) from continuing operations | 4.6 | (10.2) |
Net income (loss) from discontinued operations, net of income taxes (Note 2) | 357.4 | (24.2) |
Net income (loss) | 362 | (34.4) |
Less: Net income attributable to non-controlling interests-discontinued operations | 0.6 | 2 |
Net income (loss) attributable to Cott Corporation | $ 361.4 | $ (36.4) |
Basic: | ||
Continuing operations | $ 0.03 | $ (0.07) |
Discontinued operations | 2.55 | (0.19) |
Net income (loss) | 2.58 | (0.26) |
Diluted: | ||
Continuing operations | 0.03 | (0.07) |
Discontinued operations | 2.51 | (0.19) |
Net losses | $ 2.54 | $ (0.26) |
Weighted average common shares outstanding (in thousands) | ||
Basic | 139,953 | 138,735 |
Diluted | 142,335 | 138,735 |
Dividends declared per common share | $ 0.06 | $ 0.06 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 362 | $ (34.4) | |
Other comprehensive income (loss): | |||
Currency translation adjustment | 18.6 | 9.7 | |
Pension benefit plan, net of tax | [1],[2] | 16.9 | 0.1 |
(Loss) gain on derivative instruments, net of tax | [3] | (3.8) | 2.4 |
Total other comprehensive income | 31.7 | 12.2 | |
Comprehensive income (loss) | 393.7 | (22.2) | |
Less: Comprehensive income attributable to non-controlling interests | 0.6 | 2 | |
Comprehensive income (loss) attributable to Cott Corporation | $ 393.1 | $ (24.2) | |
[1] | Net of $3.6 million of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the three months ended March 31, 2018. | ||
[2] | Net of the effect of $0.1 million tax expense for the three months ended April 1, 2017. | ||
[3] | Net of the effect of $0.4 million tax benefit for the three months ended March 31, 2018. |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Pension benefit plan, tax expense (benefit) | $ 3.6 | $ 0.1 |
Derivative instruments, tax (benefit) expense | $ 0.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
ASSETS | ||
Cash & cash equivalents | $ 212.3 | $ 91.9 |
Accounts receivable, net of allowance of $7.7 ($7.8 as of December 30, 2017) | 308.1 | 285 |
Inventories | 139.7 | 127.6 |
Prepaid expenses and other current assets | 27.3 | 20.7 |
Current assets of discontinued operations | 408.7 | |
Total current assets | 687.4 | 933.9 |
Property, plant & equipment, net | 589.8 | 584.2 |
Goodwill | 1,137.3 | 1,104.7 |
Intangible assets, net | 758.4 | 751.1 |
Deferred tax assets | 1.4 | 2.3 |
Other long-term assets, net | 37.5 | 39.4 |
Long-term assets of discontinued operations | 677.5 | |
Total assets | 3,211.8 | 4,093.1 |
LIABILITIES AND EQUITY | ||
Short-term borrowings | 3.7 | |
Short-term borrowings required to be repaid or extinguished as part of divestiture | 220.3 | |
Current maturities of long-term debt | 2.1 | 5.1 |
Accounts payable and accrued liabilities | 439.8 | 412.9 |
Current liabilities of discontinued operations | 295.1 | |
Total current liabilities | 445.6 | 933.4 |
Long-term debt | 1,288.7 | 1,542.6 |
Debt required to be repaid or extinguished as part of divestiture | 519 | |
Deferred tax liabilities | 136.5 | 98.4 |
Other long-term liabilities | 77.2 | 68.2 |
Long-term liabilities of discontinued operations | 45.8 | |
Total liabilities | 1,948 | 3,207.4 |
Equity | ||
Common shares, no par - 140,159,714 shares issued (December 30, 2017 - 139,488,805 shares issued) | 922.2 | 917.1 |
Additional paid-in-capital | 63.6 | 69.1 |
Retained earnings (accumulated deficit) | 340.7 | (12.2) |
Accumulated other comprehensive loss | (62.7) | (94.4) |
Total Cott Corporation equity | 1,263.8 | 879.6 |
Non-controlling interests | 6.1 | |
Total equity | 1,263.8 | 885.7 |
Total liabilities and equity | $ 3,211.8 | $ 4,093.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 7.7 | $ 7.8 |
Capital stock, no par value | ||
Capital stock, shares issued | 140,159,714 | 139,488,805 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ 362 | $ (34.4) |
Net income (loss) from discontinued operations, net of income taxes | 357.4 | (24.2) |
Net income (loss) from continuing operations | 4.6 | (10.2) |
Adjustments to reconcile net income (loss) from continuing operations to cash flows provided by operating activities: | ||
Depreciation & amortization | 47.4 | 43.6 |
Amortization of financing fees | 0.9 | 0.3 |
Amortization of senior notes premium | (0.4) | (1.6) |
Share-based compensation expense | 3.4 | 4 |
(Benefit) provision for deferred income taxes | (0.2) | 1.8 |
Commodity hedging loss (gain), net | 0.3 | (1.9) |
Gain on extinguishment of debt | (7.1) | |
Loss on disposal of property, plant & equipment, net | 1.3 | 1.3 |
Other non-cash items | 0.1 | (1.8) |
Change in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (12.7) | 0.1 |
Inventories | (9.1) | (8.4) |
Prepaid expenses and other current assets | (4.3) | (6.5) |
Other assets | 1 | (0.1) |
Accounts payable and accrued liabilities and other liabilities | (2.6) | 10.5 |
Net cash provided by operating activities from continuing operations | 22.6 | 31.1 |
Cash flows from investing activities of continuing operations: | ||
Acquisitions, net of cash received | (27.8) | (5) |
Additions to property, plant & equipment | (29.8) | (28.2) |
Additions to intangible assets | (2.2) | (1) |
Proceeds from sale of property, plant & equipment | 1.9 | 4.1 |
Other investing activities | 0.2 | 0.2 |
Net cash used in investing activities from continuing operations | (57.7) | (29.9) |
Cash flows from financing activities of continuing operations: | ||
Payments of long-term debt | (262.7) | (0.4) |
Issuance of long-term debt | 750 | |
Borrowings under ABL | 0.6 | |
Payments under ABL | (0.6) | |
Premiums and costs paid upon extinguishment of long-term debt | (12.5) | |
Financing fees | (1.5) | (9.4) |
Issuance of common shares | 1.8 | 0.5 |
Common shares repurchased and cancelled | (5.6) | (1.8) |
Dividends paid to common shareowners | (8.4) | (8.4) |
Other financing activities | (1.3) | (1) |
Net cash (used in) provided by financing activities from continuing operations | (290.2) | 729.5 |
Cash flows from discontinued operations: | ||
Operating activities of discontinued operations | (74.4) | (34.8) |
Investing activities of discontinued operations | 1,228.6 | (14.2) |
Financing activities of discontinued operations | (769.7) | (270.8) |
Net cash provided by (used in) discontinued operations | 384.5 | (319.8) |
Effect of exchange rate changes on cash | (4.8) | 1.5 |
Net increase in cash, cash equivalents and restricted | 54.4 | 412.4 |
Cash & cash equivalents and restricted cash, beginning of period | 157.9 | 118.1 |
Cash & cash equivalents and restricted cash, end of period | 212.3 | 530.5 |
Cash & cash equivalents and restricted cash from discontinued operations, end of period | 457.6 | |
Cash & cash equivalents and restricted cash from continuing operations, end of period | 212.3 | 72.9 |
Supplemental Non-cash Investing and Financing Activities: | ||
Accrued deferred financing fees | 2.2 | |
Dividends payable | 0.1 | |
Additions to property, plant & equipment through accounts payable and accrued liabilities | 9.9 | 8.3 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 10.7 | 17.5 |
Cash paid for income taxes, net | $ 1.4 | $ 0.7 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-Controlling Interests [Member] | |
Balance at Dec. 31, 2016 | $ 873.8 | $ 909.3 | $ 54.2 | $ 22.9 | $ (117.9) | $ 5.3 | |
Balance, shares at Dec. 31, 2016 | 138,591,000 | ||||||
Common shares repurchased and cancelled | (1.8) | $ (1.8) | |||||
Common shares repurchased and cancelled, shares | (150,000) | ||||||
Common shares issued - Equity Incentive Plan, shares | 410,000,000 | ||||||
Common shares issued - Equity Incentive Plan | $ 3.6 | (3.6) | |||||
Common shares issued - Dividend Reinvestment Plan | 0.1 | $ 0.1 | |||||
Common shares issued - Dividend Reinvestment Plan, shares | 12,000 | ||||||
Common shares issued - Employee Stock Purchase Plan, shares | 39,000,000 | ||||||
Common shares issued - Employee Stock Purchase Plan | 0.4 | $ 0.5 | (0.1) | ||||
Share-based compensation | 4.8 | 4.8 | |||||
Common shares dividends | (8.4) | (8.4) | |||||
Distributions to non-controlling interests | (0.9) | (0.9) | |||||
Comprehensive (loss) income Currency translation adjustment | 9.7 | ||||||
Pension benefit plan, net of tax | 0.1 | [1],[2] | 0.1 | ||||
Gain (loss) on derivative instruments, net of tax | 2.4 | [3] | 2.4 | ||||
Net (loss) income | (34.4) | (36.4) | 2 | ||||
Balance at Apr. 01, 2017 | 845.8 | $ 911.7 | 55.3 | (21.9) | (105.7) | 6.4 | |
Balance, shares at Apr. 01, 2017 | 138,902,000 | ||||||
Balance at Dec. 30, 2017 | $ 885.7 | $ 917.1 | 69.1 | (12.2) | (94.4) | 6.1 | |
Balance, shares at Dec. 30, 2017 | 139,488,805 | 139,489,000 | |||||
Common shares repurchased and cancelled | $ (5.6) | $ (5.6) | |||||
Common shares repurchased and cancelled, shares | (355,000) | ||||||
Common shares issued - Equity Incentive Plan, shares | 992,000,000 | ||||||
Common shares issued - Equity Incentive Plan | 1.5 | $ 10.3 | (8.8) | ||||
Common shares issued - Dividend Reinvestment Plan | 0.1 | $ 0.1 | |||||
Common shares issued - Dividend Reinvestment Plan, shares | 8,000,000 | ||||||
Common shares issued - Employee Stock Purchase Plan, shares | 26,000,000 | ||||||
Common shares issued - Employee Stock Purchase Plan | 0.2 | $ 0.3 | (0.1) | ||||
Share-based compensation | 3.4 | 3.4 | |||||
Common shares dividends | (8.5) | (8.5) | |||||
Distributions to non-controlling interests | (0.9) | (0.9) | |||||
Sale of subsidiary shares of non-controlling interest | (5.8) | (5.8) | |||||
Comprehensive (loss) income Currency translation adjustment | 18.6 | 18.6 | |||||
Pension benefit plan, net of tax | 16.9 | [1],[2] | 16.9 | ||||
Gain (loss) on derivative instruments, net of tax | (3.8) | [3] | (3.8) | ||||
Net (loss) income | 362 | 361.4 | $ 0.6 | ||||
Balance at Mar. 31, 2018 | $ 1,263.8 | $ 922.2 | $ 63.6 | $ 340.7 | $ (62.7) | ||
Balance, shares at Mar. 31, 2018 | 140,159,714 | 140,160,000 | |||||
[1] | Net of $3.6 million of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the three months ended March 31, 2018. | ||||||
[2] | Net of the effect of $0.1 million tax expense for the three months ended April 1, 2017. | ||||||
[3] | Net of the effect of $0.4 million tax benefit for the three months ended March 31, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1—Summary of Significant Accounting Policies Description of Business As used herein, “Cott,” “the Company,” “our Company,” “Cott Corporation,” “we,” “us,” or “our” refers to Cott Corporation, together with its consolidated subsidiaries. Cott is a water, coffee, tea, extracts and filtration service company with a leading volume-based national presence in the North American and European home and office delivery industry for bottled water and a leader in custom coffee roasting, blending of iced tea and extract solutions for the U.S. foodservice industry. Our platform reaches over 2.4 million customers or delivery points across North America and Europe supported by strategically located sales and distribution facilities and fleets, as well as wholesalers and distributors. This enables us to efficiently service residences, businesses, restaurant chains, hotels and motels, small and large retailers, and healthcare facilities. Basis of Presentation The accompanying interim unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q S-X 10-K 10-Q The presentation of these interim Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Changes in Presentation Certain prior period amounts have been reclassified to conform to current period presentation in the accompanying Consolidated Statements of Cash Flows. These reclassifications had no effect on net cash provided by operating activities. On January 30, 2018, we sold our carbonated soft drinks and juice businesses via the sale of our North America, United Kingdom (“U.K.”) and Mexico business units (including the Canadian business) and our Royal Crown International (“RCI”) finished goods export business (collectively, “Traditional Business” and such transaction, the “Transaction”). As a result, the Company has reclassified the financial results of the Traditional Business to net income (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations for the three months ended April 1, 2017. Cash flows from the Company’s discontinued operations are presented in the Consolidated Statement of Cash Flows for the three months ended April 1, 2017. See Note 2 to the Consolidated Financial Statements for additional information on discontinued operations. Significant Accounting Policies Included in Note 1 of the 2017 Annual Report is a summary of the Company’s significant accounting policies. Provided below is a summary of additional accounting policies that are significant to the financial results of the Company. Cost of sales We record costs associated with the manufacturing of our products in cost of sales. Shipping and handling costs incurred to store, prepare and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in cost of sales. Shipping and handling costs incurred to deliver products from our Route Based Services and Coffee, Tea and Extract Solutions reporting segment branch locations to the end-user Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually. The following table summarizes our goodwill on a reporting segment basis as of March 31, 2018: Reporting Segment (in millions of U.S. dollars) Route Coffee, Tea All Other Total Balance December 30, 2017 $ 936.7 $ 117.8 $ 50.2 $ 1,104.7 Goodwill acquired during the year 18.9 — 3.3 22.2 Foreign exchange 8.5 — 1.9 10.4 Balance March 31, 2018 $ 964.1 $ 117.8 $ 55.4 $ 1,137.3 Recently adopted accounting pronouncements Update ASU 2014-09 In May 2014, the Financial Accounting Standards Board (“FASB”) amended its guidance regarding revenue recognition and created a new Topic 606, Revenue from Contracts with Customers. The objectives for creating Topic 606 were to remove inconsistencies and weaknesses in revenue recognition, provide a more robust framework for addressing revenue issues, provide more useful information to users of the financial statements through improved disclosure requirements, simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer, and improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity should apply the following steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the amendment recognized at the date of initial application. Effective December 31, 2017 we adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Update ASU 2017-01 In January 2017, the FASB amended its guidance regarding business combinations. The amendment clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide an analysis of fair value of assets acquired to determine when a set of assets is not a business, and uses more stringent criteria related to inputs, substantive process, and outputs to determine if a business exists. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. Adoption of this new standard may result in more transactions being accounted for as asset acquisitions versus business combinations; however, the impact on our Consolidated Financial Statements in future periods will depend on the facts and circumstances of future transactions. Update ASU 2017-07 In March 2017, the FASB issued an update to its guidance on presentation of net periodic pension cost and net periodic post-retirement pension cost, and requires the service cost component to be presented in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. Effective December 31, 2017, we adopted the guidance in this amendment retrospectively. The new standard requires that only the service cost component of periodic benefit cost is recorded in SG&A expenses. All other components of net periodic benefit cost are excluded from operating income. The adoption of ASU 2017-07 Update ASU 2017-09 In May 2017, the FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public entities for reporting periods for which financial statements have not yet been issued. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. The adoption of this standard did not have a material impact on our Consolidated Financial Statements. Recently issued accounting pronouncements Update ASU 2016-02 In February 2016, the FASB issued an update to its guidance on lease accounting for lessees and lessors. This update revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The distinction between finance and operating leases has not changed and the update does not significantly change the effect of finance and operating leases on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows. Additionally, this update requires both qualitative and specific quantitative disclosures. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. The Company is evaluating the standard’s applicability to our various contractual arrangements. We currently believe that the most significant changes relate to the recognition of new right of use assets and lease liabilities for real estate and equipment leases, which will result in increases to our assets and liabilities on our Consolidated Balance Sheets. We believe that substantially all of our lessee lease arrangements will continue to be classified as operating leases under the new standard. Additionally, we had $19.9 million of deferred gains at December 31, 2016 associated with sale-leaseback transactions which are currently being amortized over the leaseback term. Upon adoption of this standard, we will be required to recognize the unamortized deferred gain at January 1, 2017 as a cumulative effect adjustment to equity. In addition, upon adoption of this standard, deferred gains related to the sale-leaseback transactions completed in 2017 of $7.9 million at December 30, 2017 will be recognized in net income (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations for the year ended December 30, 2017. The standard also requires lessors to classify leases as sales-type, direct financing or operating leases, similar to existing guidance. We believe that substantially all of our lessor lease arrangements will continue to be classified as operating leases under the new standard. Update ASU 2016-13 In June 2016, the FASB amended its guidance to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The amended guidance also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption will be permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This guidance will be applied using a prospective or modified retrospective transition method, depending on the area covered in this update. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2017-08 310-20) In March 2017, the FASB amended its guidance on accounting for debt securities. The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. At adoption, this update will be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2018-02 In February 2018, the FASB amended its guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the comprehensive tax legislation enacted by the U.S. government on December 22, 2017 commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) and requires certain disclosures about stranded tax effects. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, and may be applied in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate tax rate in the Tax Act is recognized. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2018-05 In March 2018, the FASB amended its guidance regarding Accounting Standards Codification 740, Income Taxes Income Tax Accounting Implications of the Tax Cut and Jobs Act |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 2—Discontinued Operations On January 30, 2018, the Company completed the sale of the Traditional Business to Refresco Group N.V., a Dutch public company (“Refresco”). The Transaction was structured as a sale of the assets of the Canadian business and a sale of the stock of the operating subsidiaries engaged in the Traditional Business in the other jurisdictions after the Company completed an internal reorganization. The aggregate deal consideration was approximately $1.25 billion, paid at closing in cash, subject to adjustment for indebtedness, working capital, and other customary post-closing adjustments. As of March 31, 2018, $12.5 million of the total sale proceeds are being held in escrow by a third party escrow agent to secure potential indemnification claims. The remaining balance in the escrow account will be released, subject to any amounts for pending indemnification claims, on the eighteen month anniversary of the closing date of the Transaction. These funds are included in cash & cash equivalents on the Consolidated Balance Sheet as of March 31, 2018. The Traditional Business excludes our Company’s Route Based Services (which includes our DS Services of America, Inc. (“DSS”), Aquaterra Corporation (“Aquaterra”) and Eden Springs Europe B.V. (“Eden”) businesses) and Coffee, Tea and Extract Solutions (which includes our S. & D. Coffee, Inc. (“S&D”) business) reporting segments, our Aimia Foods (“Aimia”), Decantae Mineral Water Ltd. (“Decantae”) and RCI concentrate businesses, and our Columbus, Georgia manufacturing facility. The Company and Refresco have entered into a Transition Services Agreement pursuant to which the Company and Refresco will provide certain services to each other for various service periods, with the longest service period being 18 months, including tax and accounting services, certain human resources services, communications systems and support, and insurance/risk management. Each party will be compensated for services rendered as set forth in the Transition Services Agreement. Each service period may be extended as set forth in the Transition Services Agreement, up to a maximum extension of 180 days. In addition, the Company and Refresco have entered into certain Co-pack Co-pack The Company used a portion of the sale proceeds to (i) retire $525.0 million aggregate principal amount of the 5.375% senior notes due 2022 (the “2022 Notes”), (ii) retire the remaining $250.0 million aggregate principal amount of the 10.000% senior secured notes due 2021 (the “DSS Notes”), (iii) repay $262.5 million outstanding balance on the asset-based lending facility (the “ABL facility”), and (iv) repay $1.9 million in aggregate principal outstanding on the capital lease finance arrangement with General Electric Capital Corporation (the “GE Term Loan”). The major components of net income (loss) from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Operations include the following: For the Three Months Ended (in millions of U.S. dollars) March 31, 2018 April 1, 2017 Revenue, net $ 111.2 $ 371.8 Cost of sales 98.4 330.0 Operating income from discontinued operations 2.0 5.6 Gain on sale of discontinued operations 429.4 — Net income (loss) from discontinued operations, before income taxes 404.0 (24.8 ) Income tax expense (benefit) 1 46.6 (0.6 ) Net income (loss) from discontinued operations, net of income taxes 357.4 (24.2 ) Less: Net income attributable to non-controlling 0.6 2.0 Net income (loss) attributable to Cott Corporation – discontinued operations 2 $ 356.8 $ (26.2 ) 1. Overall the net income from discontinued operations, before income taxes for the three months ended March 31, 2018 resulted in income tax expense of $46.6 million. The Transaction resulted in a taxable gain on sale in the U.S., which utilized a significant portion of the existing U.S. net operating loss carry forwards. As a result, the Company is in a net deferred tax liability position in the U.S. and thus a tax benefit of approximately $25.0 million related to a release of the U.S. valuation allowance was recorded and is offsetting the overall income tax expense related to discontinued operations. 2. Net income (loss) attributable to Cott Corporation – discontinued operations is inclusive of interest expense on short-term borrowings and debt required to be repaid or extinguished as part of divestiture of $3.4 million and $20.4 million for the three months ended March 31, 2018 and April 1, 2017, respectively. Cash flows from discontinued operations included borrowings and payments under the ABL facility of $262.4 million and $482.8 million, respectively, for the three months ended March 31, 2018 and $772.9 million and $832.7 million, respectively, for the three months ended April 1, 2017. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3—Revenue We are a water, coffee, tea, extracts and filtration service company. Our principal source of revenue is from bottled water delivery to residential and business customers in North America and Europe and manufacture and distribution of coffee, tea and extracts to institutional and commercial customers in the United States. Revenue is recognized, net of sales returns, when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when the customer receives the benefit of the performance obligation. Clients typically receive the benefit of our services as they are performed. Substantially all our client contracts require that we be compensated for services performed to date. This may be upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material. Contract Estimates The nature of certain of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accounts payable and accrued liabilities in the Consolidated Balance Sheets. This methodology is consistent with the manner in which the Company historically estimated and recorded promotional programs and discounts. We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as product is delivered. Contract Balances Contract liabilities relate primarily to advances received from the Company’s customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in accounts payable and accrued liabilities in the Consolidated Balance Sheets. The advances are expected to be earned as revenue within one year of receipt. Deferred revenues at March 31, 2018 and December 30, 2017 were $20.8 million and $21.8 million, respectively. The amount of revenue recognized in the three months ended March 31, 2018 that was included in the December 30, 2017 deferred revenue balance was $13.8 million. The Company does not have any material contract assets as of March 31, 2018. Disaggregated Revenue In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. Further disaggregation of net revenue to external customers by geographic area based on customer location is as follows: For the Three Months Ended (in millions of U.S. dollars) March 31, 2018 April 1, 2017 United States $ 418.6 $ 409.6 United Kingdom 43.6 38.7 Canada 15.2 14.5 All other countries 83.4 74.1 Total 1 $ 560.8 $ 536.9 1. Prior-period amounts are not adjusted under the modified-retrospective method of adoption. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4—Acquisitions Crystal Rock Acquisition On March 21, 2018, the Company, through its wholly owned subsidiary, CR Merger Sub, Inc. (“Purchaser”), completed a cash tender offer for all outstanding shares of common stock of Crystal Rock Holdings, Inc., a direct-to-consumer home The total purchase price paid by Cott in the Crystal Rock Acquisition is summarized below: (in millions of U.S. dollars) Cash paid to sellers $ 20.7 Cash paid on behalf of sellers for sellers’ transaction expenses 0.8 Total consideration $ 21.5 The Crystal Rock Acquisition strengthens the Company’s presence in New York and New England. The Company has accounted for this transaction as a business combination. The purchase price of $21.5 million, net of debt, was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the Crystal Rock Acquisition Date. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on management’s estimates. The table below presents the preliminary purchase price allocation of the estimated acquisition date fair values of the assets acquired and liabilities assumed: (in millions of U.S. dollars) Acquired Value Cash $ 1.6 Accounts receivable 6.5 Inventory 2.3 Prepaid expenses and other assets 1.2 Property, plant & equipment 9.4 Goodwill 16.7 Intangible assets 13.3 Other assets 0.8 Short-term borrowings (4.1 ) Current maturities of long-term debt (1.6 ) Accounts payable and accrued liabilities (5.2 ) Long-term debt (10.4 ) Deferred tax liabilities (6.5 ) Other long-term liabilities (2.5 ) Total $ 21.5 The assets and liabilities acquired with the Crystal Rock Acquisition are recorded at their estimated fair values per management’s estimates and are subject to change when formal valuations and other studies are finalized. The amount of revenues and net income related to the Crystal Rock Acquisition included in the Company’s Consolidated Statement of Operations for the period from the Crystal Rock Acquisition Date through March 31, 2018 were $1.0 million and $0.2 million, respectively. During the three months ended March 31, 2018, the Company incurred $0.6 million of acquisition-related costs associated with the Crystal Rock Acquisition, which are included within acquisition and integration expenses in the Consolidated Statement of Operations. Intangible Assets In our preliminary determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historic financial performance and estimates of future performance of Crystal Rock’s products. The estimated fair values of identified intangible assets were calculated considering market participant expectations and using an income approach and estimates and assumptions provided by management. The following table sets forth the components of identified intangible assets associated with the Crystal Rock Acquisition and their estimated weighted average useful lives: (in millions of U.S. dollars) Estimated Fair Estimated Customer relationships $ 9.4 11 years Trademarks and trade names 3.9 Indefinite Total $ 13.3 Customer relationships represent future projected revenue that will be derived from sales to existing customers of Crystal Rock. Trademark and trade names represent the future projected cost savings associated with the premium and brand image obtained as a result of owning the trademark or trade name rather than through a royalty or rental fee. Goodwill The principal factor that resulted in recognition of goodwill was that the purchase price for the Crystal Rock Acquisition was based in part on cash flow projections assuming the reduction of administrative costs and the integration of acquired customers and products into our operations, which is of greater value than on a standalone basis. The goodwill recognized as part of the Crystal Rock Acquisition was allocated to the Route Based Services reporting segment, none of which is expected to be tax deductible. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5—Income Taxes Income tax expense was $0.9 million on pre-tax pre-tax On December 22, 2017, the U.S. government enacted the Tax Act, which significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, limiting various business deductions and repealing the corporate alternative minimum tax. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017. GAAP requires the impact of tax legislation to be recognized in the period in which the law was enacted. As a result of the Tax Act, the Company recorded tax benefits in the fourth quarter of 2017 of $32.2 million due to a re-measurement |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Note 6—Net Income (Loss) Per Common Share Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to Cott Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing net income (loss) 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 Set forth below is a reconciliation of the numerator and denominator for the diluted net income (loss) per common share computations for the periods indicated: For the Three Months Ended March 31, 2018 April 1, 2017 Numerator (in millions): Net income (loss) attributable to Cott Corporation Continuing operations $ 4.6 $ (10.2 ) Discontinued operations 356.8 (26.2 ) Net income (loss) $ 361.4 $ (36.4 ) Basic Earnings Per Share Denominator (in thousands): Weighted average common shares outstanding—basic 139,953 138,735 Basic Earnings Per Share: Continuing operations $ 0.03 $ (0.07 ) Discontinued operations 2.55 (0.19 ) Net income (loss) $ 2.58 $ (0.26 ) Diluted Earnings Per Share Denominator (in thousands): Weighted average common shares outstanding—basic 139,953 138,735 Dilutive effect of Stock Options 1,339 — Dilutive effect of Performance based RSUs 821 — Dilutive effect of Time-based RSUs 222 — Weighted average common shares outstanding—diluted 142,335 138,735 Diluted Earnings Per Share: Continuing operations $ 0.03 $ (0.07 ) Discontinued operations 2.51 (0.19 ) Net income (loss) $ 2.54 $ (0.26 ) The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: For the Three Months Ended (in thousands) March 31, 2018 April 1, 2017 Stock Options 914 4,474 Performance-based RSUs 1 627 1,824 Time-based RSUs 90 721 1. Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulative pre-tax |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 7—Segment Reporting Our broad portfolio of products includes bottled water, coffee, brewed tea, water dispensers, coffee and tea brewers, speciality coffee, liquid coffee or tea concentrate, single cup coffee, cold brewed coffee, iced blend coffee or tea beverages, blended teas, hot tea, sparkling tea, coffee or tea extract solutions, filtration equipment, hot chocolate, soups, malt drinks, creamers/whiteners, cereals, beverage concentrates and mineral water. Our business operates through three reporting segments: Route Based Services; Coffee, Tea and Extract Solutions; and All Other. Our corporate oversight function is not treated as a segment; it includes certain general and administrative costs that are not allocated to any of the reporting segments. For the Three Months Ended March 31, 2018 (in millions of U.S. dollars) Route Coffee, Tea All Corporate Eliminations Total Revenue, net 1 $ 371.1 $ 146.1 $ 44.7 $ — $ (1.1 ) $ 560.8 Depreciation and amortization 39.8 5.7 1.8 0.1 — 47.4 Operating income (loss) 12.4 4.1 1.4 (11.8 ) — 6.1 Additions to property, plant & equipment 27.1 2.1 0.6 — — 29.8 As of March 31, 2018 Total segment assets 2 2,392.8 459.9 237.9 121.2 — 3,211.8 1. Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $1.1 million for the three months ended March 31, 2018. In addition, All Other includes $4.2 million of related party concentrate sales to discontinued operations for the three months ended March 31, 2018. 2. Excludes intersegment receivables, investments and notes receivable. For the Three Months Ended April 1, 2017 (in millions of U.S. dollars) Route Coffee, Tea All Corporate Eliminations Total Revenue, net 1 $ 352.3 $ 143.3 $ 41.3 $ — $ — $ 536.9 Depreciation and amortization 36.0 5.5 2.1 — — 43.6 Operating income (loss) 9.4 5.6 0.4 (10.2 ) — 5.2 Additions to property, plant & equipment 23.1 5.0 0.1 — — 28.2 As of December 30, 2017 Total segment assets 2 2,343.4 455.7 207.8 — — 3,006.9 1. All Other includes $10.3 million of related party concentrate sales to discontinued operations for the three months ended April 1, 2017. 2. Excludes intersegment receivables, investments and notes receivable. (in millions of U.S. dollars) December 30, 2017 Segment assets 1 $ 3,006.9 Assets of discontinued operations 1 1,086.2 Total assets $ 4,093.1 1. Excludes intersegment receivables, investments and notes receivable. Credit risk arises from the potential default of a customer in meeting its financial obligations to us. Concentrations of credit exposure may arise with a group of customers that have similar economic characteristics or that are located in the same geographic region. The ability of such customers to meet obligations would be similarly affected by changing economic, political or other conditions. We are not currently aware of any facts that would create a material credit risk. Revenues by channel by reporting segment were as follows: For the Three Months Ended March 31, 2018 (in millions of U.S. dollars) Route Coffee, Tea All Eliminations Total Revenue, net Home and office bottled water delivery $ 228.9 $ — $ — $ — $ 228.9 Coffee and tea services 46.3 117.2 0.7 (1.0 ) 163.2 Retail 54.7 — 15.4 — 70.1 Other 41.2 28.9 28.6 (0.1 ) 98.6 Total $ 371.1 $ 146.1 $ 44.7 $ (1.1 ) $ 560.8 For the Three Months Ended April 1, 2017 (in millions of U.S. dollars) Route Coffee, Tea All Eliminations Total Revenue, net Home and office bottled water delivery $ 218.0 $ — $ — $ — $ 218.0 Coffee and tea services 45.9 119.7 0.6 — 166.2 Retail 51.8 — 11.7 — 63.5 Other 36.6 23.6 29.0 — 89.2 Total $ 352.3 $ 143.3 $ 41.3 $ — $ 536.9 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 8—Inventories The following table summarizes inventories as of March 31, 2018 and December 30, 2017: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Raw materials $ 77.0 $ 68.1 Finished goods 39.7 34.3 Resale items 20.6 21.8 Other 2.4 3.4 Total $ 139.7 $ 127.6 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9—Intangible Assets, Net The following table summarizes intangible assets as of March 31, 2018 and December 30, 2017: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Cost Accumulated Net Cost Accumulated Net Intangible assets Not subject to amortization Rights $ 24.5 $ — $ 24.5 $ 24.5 $ — $ 24.5 Trademarks 269.6 — 269.6 264.1 — 264.1 Total intangible assets not subject to amortization $ 294.1 $ — $ 294.1 $ 288.6 $ — $ 288.6 Subject to amortization Customer relationships 601.3 170.0 431.3 583.4 154.7 428.7 Patents 15.2 1.4 13.8 15.2 1.0 14.2 Software 30.8 15.0 15.8 28.8 13.0 15.8 Other 8.1 4.7 3.4 8.0 4.2 3.8 Total intangible assets subject to amortization $ 655.4 $ 191.1 $ 464.3 $ 635.4 $ 172.9 $ 462.5 Total intangibles assets $ 949.5 $ 191.1 $ 758.4 $ 924.0 $ 172.9 $ 751.1 Amortization expense of intangible assets was $17.0 million and $15.5 million for the three months ended March 31, 2018 and April 1, 2017, respectively. The estimated amortization expense for intangible assets over the next five years is: (in millions of U.S. dollars) Remainder of 2018 $ 52.9 2019 62.5 2020 53.7 2021 46.4 2022 40.5 Thereafter 208.3 Total $ 464.3 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 10—Debt Our total debt as of March 31, 2018 and December 30, 2017 was as follows: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Principal Unamortized Costs Net Principal Unamortized Costs Net 10.000% senior notes due in 2021 1 $ — $ — $ — $ 269.9 $ — $ 269.9 5.375% senior notes due in 2022 — — — 525.0 6.0 519.0 5.500% senior notes due in 2024 554.4 8.8 545.6 539.1 9.5 529.6 5.500% senior notes due in 2025 750.0 10.7 739.3 750.0 11.0 739.0 ABL facility — — — 220.3 — 220.3 GE Term Loan — — — 2.0 — 2.0 Short-term borrowings 3.7 — 3.7 0.8 — 0.8 Capital leases 5.9 — 5.9 6.4 — 6.4 Total debt 1,314.0 19.5 1,294.5 2,313.5 26.5 2,287.0 Less: Short-term borrowings and current debt: ABL facility — — — 220.3 — 220.3 Total short-term borrowings required to be repaid or extinguished as part of divestiture — — — 220.3 — 220.3 GE Term Loan—current maturities — — — 2.0 — 2.0 Short-term borrowings 3.7 — 3.7 0.8 — 0.8 Capital leases—current maturities 2.1 — 2.1 2.3 — 2.3 Total current debt 5.8 — 5.8 225.4 — 225.4 Less: Debt required to be repaid or extinguished as part of divestiture 5.375% senior notes due in 2022 — — — 525.0 6.0 519.0 Total debt required to be repaid or extinguished as part of divestiture — — — 525.0 6.0 519.0 Total long-term debt $ 1,308.2 $ 19.5 $ 1,288.7 $ 1,563.1 $ 20.5 $ 1,542.6 1. Includes unamortized premium of $19.9 million at December 30, 2017. 10.000% Senior Notes due in 2021 On January 30, 2018, we used a portion of the proceeds from the Transaction to redeem the remaining $250.0 million aggregate principal amount of the DSS Notes. The redemption of the DSS Notes included $12.5 million in premium payments, accrued interest of $10.3 million and the write-off 5.375% Senior Notes due in 2022 On January 30, 2018, we used a portion of the proceeds from the Transaction to redeem the 2022 Notes. The redemption of the 2022 Notes included $21.2 million in premium payments, $2.2 million in accrued interest and the write-off GE Term Loan On January 30, 2018, we used a portion of the proceeds from the Transaction to pay the remaining $1.9 million outstanding balance of the GE Term Loan. ABL Facility On January 30, 2018, we used a portion of the proceeds from the Transaction to repay $262.5 million of our outstanding balance on the ABL facility. On January 30, 2018, we amended and restated the Amended and Restated Credit Agreement, dated as of August 3, 2016, as amended, which governed our prior ABL facility. Under the credit agreement governing the ABL facility, as amended and restated, Cott and its restricted subsidiaries are subject to a number of business and financial covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. The minimum fixed charge coverage ratio of 1.0 to 1.0 is effective if and when there exists an event of default or aggregate availability is less than the greater of 10% of the Line Cap under the ABL facility or $22.5 million. Line Cap is defined as an amount equal to the lesser of the lenders’ commitments or the borrowing base at such time. If an event of default exists or the excess availability is less than the greater of 10% of the aggregate availability under the ABL facility or $22.5 million, the lenders will take dominion over the cash and will apply excess cash to reduce amounts owing under the facility. The amendment to the ABL facility was considered to be a modification of the original agreement under GAAP. We wrote off $2.5 million of existing deferred financing fees and the remaining $2.5 million of unamortized deferred financing costs along with $1.5 million of deferred financing costs incurred in connection with the amendment to the ABL facility are being amortized using the straight-line method over the duration of the ABL facility. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 11—Accumulated Other Comprehensive (Loss) Income With the disposition of the Traditional Business in 2018, the foreign currency translation balances associated with the Traditional Business were recognized in earnings in the period of disposition. Changes in accumulated other comprehensive (loss) income (“AOCI”) by component for the three months ended March 31, 2018 and April 1, 2017 were as follows: (in millions of U.S. dollars) 1 Gains and Losses Pension Currency Total Beginning balance December 31, 2016 $ (0.1 ) $ (14.4 ) $ (103.4 ) $ (117.9 ) OCI before reclassifications 3.1 — 9.7 12.8 Amounts reclassified from AOCI (0.7 ) 0.1 — (0.6 ) Net current-period OCI 2.4 0.1 9.7 12.2 Ending balance April 1, 2017 $ 2.3 $ (14.3 ) $ (93.7 ) $ (105.7 ) Beginning balance December 30, 2017 $ (1.4 ) $ (16.8 ) $ (76.2 ) $ (94.4 ) OCI before reclassifications (4.7 ) — 9.2 4.5 Amounts reclassified from AOCI 0.9 16.9 9.4 27.2 Net current-period OCI (3.8 ) 16.9 18.6 31.7 Ending balance March 31, 2018 $ (5.2 ) $ 0.1 $ (57.6 ) $ (62.7 ) 1. All amounts are net of tax. Amounts in parentheses indicate debits. The following table summarizes the amounts reclassified from AOCI for the three months ended March 31, 2018 and April 1, 2017, respectively. (in millions of U.S. dollars) For the Three Months Ended Details About AOCI Components 1 March 31, April 1, Affected Line Item in the Statement Where Net Income Is Presented Gains and losses on derivative instruments Foreign currency and commodity hedges $ (0.9 ) $ 0.7 Cost of sales (0.9 ) 0.7 Total before taxes — — Tax expense or (benefit) $ (0.9 ) $ 0.7 Net of tax Amortization of pension benefit plan items Recognized net actuarial loss 2 $ (16.9 ) $ — Gain on sale of discontinued operations Prior service costs 3 — (0.1 ) Cost of sales (16.9 ) (0.1 ) Total before taxes — — Tax expense or (benefit) $ (16.9 ) $ (0.1 ) Net of tax Foreign currency translation adjustments $ (9.4 ) $ — Gain on sale of discontinued operations, net of tax Total reclassifications for the period $ (27.2 ) $ 0.6 Net of tax 1. Amounts in parenthesis indicate debits. 2. Net of $3.6 million of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the three months ended March 31, 2018. 3. These AOCI components are included in the computation of net periodic pension cost. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12—Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We had $43.0 million in standby letters of credit outstanding as of March 31, 2018 ($46.0 million—December 30, 2017). Guarantees After completion of the Transaction, the Company continues to provide contractual payment guarantees to three third-party lessors of certain real property used in the Traditional Business. The leases were conveyed to Refresco as part of the Transaction, but the Company’s guarantee was not released by the landlord. The three lease agreements mature in 2027, 2028 and 2029. The maximum potential amount of undiscounted future payments under the guarantee of approximately $35.3 million as of March 31, 2018 ($42.0 million—December 30, 2017) was calculated based on the minimum lease payments of the leases over the remaining term of the agreements. The Transaction documents require Refresco to pay all post-closing obligations under these conveyed leases, and to reimburse the Company if the landlord calls on a guarantee. Refresco has also agreed to a covenant to negotiate with the landlords for a release of the Company’s guarantees. Discussions with the landlords are ongoing. The Company currently does not believe it is probable it would be required to perform under any of these guarantees or any of the underlying obligations. |
Hedging Transactions and Deriva
Hedging Transactions and Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Hedging Transactions and Derivative Financial Instruments | Note 13—Hedging Transactions and Derivative Financial Instruments We are directly and indirectly affected by changes in foreign currency market conditions. These changes in market conditions may adversely impact our financial performance and are referred to as market risks. When deemed appropriate by management, we use derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks. We use various types of derivative instruments including, but not limited to, forward contracts and swap agreements for certain commodities. Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. All derivatives are carried at fair value in the Consolidated Balance Sheets in the line item accounts receivable, net or accounts payable and accrued liabilities. The carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. These agreements allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. We classify cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged. For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. We estimate the fair values of our derivatives based on quoted market prices or pricing models using current market rates (see Note 14 to the Consolidated Financial Statements). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. We do not view the fair values of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of our derivatives are over-the-counter Credit Risk Associated with Derivatives We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or better. We monitor counterparty exposures regularly and review promptly any downgrade in counterparty credit rating. We mitigate pre-settlement Cash Flow Hedging Strategy We used cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the three months ended March 31, 2018 or April 1, 2017, respectively. Substantially all outstanding hedges as of March 31, 2018 are expected to settle in the next 16 months. We have entered into coffee futures contracts to hedge exposure to price fluctuations on green coffee associated with fixed-price sales contracts with customers, which generally range from three to 16 months in length. These derivative instruments have been designated and qualified as a part of our commodity cash flow hedging program effective January 1, 2017. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee. The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 35.4 and 48.1 million pounds as of March 31, 2018 and December 30, 2017, respectively. Approximately $0.9 million of realized losses and $0.7 million of realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the three months ended March 31, 2018 and April 1, 2017, respectively. The fair value of the Company’s derivative liabilities included in accounts payable and accrued liabilities was $2.6 million and $1.2 million as of March 31, 2018 and December 30, 2017, respectively. We had no derivative assets as of March 31, 2018 or December 30, 2017. Set forth below is a reconciliation of the Company’s derivatives by contract type for the periods indicated: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Derivative Contract Assets Liabilities Assets Liabilities Coffee futures 1 $ — $ 2.6 $ — $ 1.2 $ — $ 2.6 $ — $ 1.2 1. The fair value of the coffee futures excludes amounts in the related margin accounts. As of March 31, 2018 and December 30, 2017, the aggregate margin account balances were $3.1 million and $5.3 million, respectively, and are included in cash & cash equivalents on the Consolidated Balance Sheets. Coffee futures are subject to enforceable master netting arrangements and are presented net in the reconciliation above. The fair value of the coffee futures assets and liabilities which are shown on a net basis are reconciled in the table below: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Coffee futures assets $ 1.8 $ 0.6 Coffee futures liabilities (4.4 ) (1.8 ) Net asset (liability) $ (2.6 ) $ (1.2 ) The location and amount of gains or losses recognized in the Consolidated Statements of Operations for cash flow hedging relationships, presented on a pre-tax For the Three Months Ended March 31, 2018 April 1, 2017 (in millions of U.S. dollars) Cost of sales Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 287.3 $ 268.1 Loss (gain) on cash flow hedging relationship Coffee futures: Loss (gain) reclassified from AOCI into expense $ 0.9 $ (0.7 ) The settlement of our derivative instruments resulted in a debit to cost of sales of $0.9 million and a credit to cost of sales of $0.7 million for the three months ended March 31, 2018 and April 1, 2017, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14—Fair Value Measurements ASC No. 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We have certain assets and liabilities such as our derivative instruments that are required to be recorded at fair value on a recurring basis in accordance with GAAP. Our derivative assets and liabilities represent Level 2 instruments. Level 2 instruments are valued based on observable inputs for quoted prices for similar assets and liabilities in active markets. The fair value for the derivative liabilities as of March 31, 2018 and December 30, 2017 was $2.6 million and $1.2 million, respectively. We had no derivative assets as of March 31, 2018 or April 1, 2017. Fair Value of Financial Instruments The carrying amounts reflected in the Consolidated Balance Sheets for cash & cash equivalents, receivables, payables, short-term borrowings and long-term debt approximate their respective fair values, except as otherwise indicated. The carrying values and estimated fair values of our significant outstanding debt as of March 31, 2018 and December 30, 2017 were as follows: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Carrying Fair Carrying Fair 10.000% senior notes due in 2021 1,2 $ — $ — $ 269.9 $ 283.4 5.375% senior notes due in 2022 1,3 — — 519.0 539.9 5.500% senior notes due in 2024 1,3 545.6 579.7 529.6 574.0 5.500% senior notes due in 2025 1,3 739.3 730.1 739.0 759.3 Total $ 1,284.9 $ 1,309.8 $ 2,057.5 $ 2,156.6 1. The fair values were based on the trading levels and bid/offer prices observed by a market participant and are considered Level 2 financial instruments. 2. Includes unamortized premium of $19.9 million at December 30, 2017. 3. Carrying value of our significant outstanding debt is net of unamortized debt issuance costs as of March 31, 2018 and December 30, 2017 (see Note 10 to the Consolidated Financial Statements). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15—Subsequent Events On May 1, 2018, our board of directors approved a share repurchase program for up to $50 million of Cott’s outstanding common shares over a 12-month On May 1, 2018, our board of directors declared a dividend of $0.06 per share on common shares, payable in cash on June 13, 2018 to shareowners of record at the close of business on June 1, 2018. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q S-X 10-K 10-Q The presentation of these interim Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. |
Changes in Presentation | Changes in Presentation Certain prior period amounts have been reclassified to conform to current period presentation in the accompanying Consolidated Statements of Cash Flows. These reclassifications had no effect on net cash provided by operating activities. On January 30, 2018, we sold our carbonated soft drinks and juice businesses via the sale of our North America, United Kingdom (“U.K.”) and Mexico business units (including the Canadian business) and our Royal Crown International (“RCI”) finished goods export business (collectively, “Traditional Business” and such transaction, the “Transaction”). As a result, the Company has reclassified the financial results of the Traditional Business to net income (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations for the three months ended April 1, 2017. Cash flows from the Company’s discontinued operations are presented in the Consolidated Statement of Cash Flows for the three months ended April 1, 2017. See Note 2 to the Consolidated Financial Statements for additional information on discontinued operations. |
Cost of sales | Cost of sales We record costs associated with the manufacturing of our products in cost of sales. Shipping and handling costs incurred to store, prepare and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in cost of sales. Shipping and handling costs incurred to deliver products from our Route Based Services and Coffee, Tea and Extract Solutions reporting segment branch locations to the end-user |
Goodwill | Goodwill Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually. The following table summarizes our goodwill on a reporting segment basis as of March 31, 2018: Reporting Segment (in millions of U.S. dollars) Route Coffee, Tea All Other Total Balance December 30, 2017 $ 936.7 $ 117.8 $ 50.2 $ 1,104.7 Goodwill acquired during the year 18.9 — 3.3 22.2 Foreign exchange 8.5 — 1.9 10.4 Balance March 31, 2018 $ 964.1 $ 117.8 $ 55.4 $ 1,137.3 |
Revenue from Contracts with Customers | Update ASU 2014-09 In May 2014, the Financial Accounting Standards Board (“FASB”) amended its guidance regarding revenue recognition and created a new Topic 606, Revenue from Contracts with Customers. The objectives for creating Topic 606 were to remove inconsistencies and weaknesses in revenue recognition, provide a more robust framework for addressing revenue issues, provide more useful information to users of the financial statements through improved disclosure requirements, simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer, and improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity should apply the following steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the amendment recognized at the date of initial application. Effective December 31, 2017 we adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers |
Business Combinations | Update ASU 2017-01 In January 2017, the FASB amended its guidance regarding business combinations. The amendment clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide an analysis of fair value of assets acquired to determine when a set of assets is not a business, and uses more stringent criteria related to inputs, substantive process, and outputs to determine if a business exists. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. Adoption of this new standard may result in more transactions being accounted for as asset acquisitions versus business combinations; however, the impact on our Consolidated Financial Statements in future periods will depend on the facts and circumstances of future transactions. |
Compensation-Retirement Benefits | Update ASU 2017-07 In March 2017, the FASB issued an update to its guidance on presentation of net periodic pension cost and net periodic post-retirement pension cost, and requires the service cost component to be presented in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. Effective December 31, 2017, we adopted the guidance in this amendment retrospectively. The new standard requires that only the service cost component of periodic benefit cost is recorded in SG&A expenses. All other components of net periodic benefit cost are excluded from operating income. The adoption of ASU 2017-07 |
Stock Compensation - Scope of Modification Accounting | Update ASU 2017-09 In May 2017, the FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public entities for reporting periods for which financial statements have not yet been issued. We adopted the guidance in this amendment effective December 31, 2017, and applied it prospectively to all periods presented. The adoption of this standard did not have a material impact on our Consolidated Financial Statements. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements Update ASU 2016-02 In February 2016, the FASB issued an update to its guidance on lease accounting for lessees and lessors. This update revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The distinction between finance and operating leases has not changed and the update does not significantly change the effect of finance and operating leases on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows. Additionally, this update requires both qualitative and specific quantitative disclosures. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. The Company is evaluating the standard’s applicability to our various contractual arrangements. We currently believe that the most significant changes relate to the recognition of new right of use assets and lease liabilities for real estate and equipment leases, which will result in increases to our assets and liabilities on our Consolidated Balance Sheets. We believe that substantially all of our lessee lease arrangements will continue to be classified as operating leases under the new standard. Additionally, we had $19.9 million of deferred gains at December 31, 2016 associated with sale-leaseback transactions which are currently being amortized over the leaseback term. Upon adoption of this standard, we will be required to recognize the unamortized deferred gain at January 1, 2017 as a cumulative effect adjustment to equity. In addition, upon adoption of this standard, deferred gains related to the sale-leaseback transactions completed in 2017 of $7.9 million at December 30, 2017 will be recognized in net income (loss) from discontinued operations, net of income taxes in the Consolidated Statement of Operations for the year ended December 30, 2017. The standard also requires lessors to classify leases as sales-type, direct financing or operating leases, similar to existing guidance. We believe that substantially all of our lessor lease arrangements will continue to be classified as operating leases under the new standard. Update ASU 2016-13 In June 2016, the FASB amended its guidance to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The amended guidance also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption will be permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This guidance will be applied using a prospective or modified retrospective transition method, depending on the area covered in this update. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2017-08 310-20) In March 2017, the FASB amended its guidance on accounting for debt securities. The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. At adoption, this update will be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2018-02 In February 2018, the FASB amended its guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the comprehensive tax legislation enacted by the U.S. government on December 22, 2017 commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) and requires certain disclosures about stranded tax effects. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, and may be applied in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate tax rate in the Tax Act is recognized. We are currently assessing the impact of adoption of this standard on our Consolidated Financial Statements. Update ASU 2018-05 In March 2018, the FASB amended its guidance regarding Accounting Standards Codification 740, Income Taxes Income Tax Accounting Implications of the Tax Cut and Jobs Act |
Revenue | We are a water, coffee, tea, extracts and filtration service company. Our principal source of revenue is from bottled water delivery to residential and business customers in North America and Europe and manufacture and distribution of coffee, tea and extracts to institutional and commercial customers in the United States. Revenue is recognized, net of sales returns, when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when the customer receives the benefit of the performance obligation. Clients typically receive the benefit of our services as they are performed. Substantially all our client contracts require that we be compensated for services performed to date. This may be upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material. |
Hedging Transactions and Derivative Financial Instruments | We are directly and indirectly affected by changes in foreign currency market conditions. These changes in market conditions may adversely impact our financial performance and are referred to as market risks. When deemed appropriate by management, we use derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks. We use various types of derivative instruments including, but not limited to, forward contracts and swap agreements for certain commodities. Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. All derivatives are carried at fair value in the Consolidated Balance Sheets in the line item accounts receivable, net or accounts payable and accrued liabilities. The carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. These agreements allow us to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. We classify cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged. For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. We estimate the fair values of our derivatives based on quoted market prices or pricing models using current market rates (see Note 14 to the Consolidated Financial Statements). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. We do not view the fair values of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of our derivatives are over-the-counter |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill by Segment | The following table summarizes our goodwill on a reporting segment basis as of March 31, 2018: Reporting Segment (in millions of U.S. dollars) Route Coffee, Tea All Other Total Balance December 30, 2017 $ 936.7 $ 117.8 $ 50.2 $ 1,104.7 Goodwill acquired during the year 18.9 — 3.3 22.2 Foreign exchange 8.5 — 1.9 10.4 Balance March 31, 2018 $ 964.1 $ 117.8 $ 55.4 $ 1,137.3 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations in Financial Statements | The major components of net income (loss) from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Operations include the following: For the Three Months Ended (in millions of U.S. dollars) March 31, 2018 April 1, 2017 Revenue, net $ 111.2 $ 371.8 Cost of sales 98.4 330.0 Operating income from discontinued operations 2.0 5.6 Gain on sale of discontinued operations 429.4 — Net income (loss) from discontinued operations, before income taxes 404.0 (24.8 ) Income tax expense (benefit) 1 46.6 (0.6 ) Net income (loss) from discontinued operations, net of income taxes 357.4 (24.2 ) Less: Net income attributable to non-controlling 0.6 2.0 Net income (loss) attributable to Cott Corporation – discontinued operations 2 $ 356.8 $ (26.2 ) 1. Overall the net income from discontinued operations, before income taxes for the three months ended March 31, 2018 resulted in income tax expense of $46.6 million. The Transaction resulted in a taxable gain on sale in the U.S., which utilized a significant portion of the existing U.S. net operating loss carry forwards. As a result, the Company is in a net deferred tax liability position in the U.S. and thus a tax benefit of approximately $25.0 million related to a release of the U.S. valuation allowance was recorded and is offsetting the overall income tax expense related to discontinued operations. 2. Net income (loss) attributable to Cott Corporation – discontinued operations is inclusive of interest expense on short-term borrowings and debt required to be repaid or extinguished as part of divestiture of $3.4 million and $20.4 million for the three months ended March 31, 2018 and April 1, 2017, respectively. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Revenue to External Customers By Geographic Area Based on Customer Location | Further disaggregation of net revenue to external customers by geographic area based on customer location is as follows: For the Three Months Ended (in millions of U.S. dollars) March 31, 2018 April 1, 2017 United States $ 418.6 $ 409.6 United Kingdom 43.6 38.7 Canada 15.2 14.5 All other countries 83.4 74.1 Total 1 $ 560.8 $ 536.9 1. Prior-period amounts are not adjusted under the modified-retrospective method of adoption. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Transfer Purchase Price Consideration | The total purchase price paid by Cott in the Crystal Rock Acquisition is summarized below: (in millions of U.S. dollars) Cash paid to sellers $ 20.7 Cash paid on behalf of sellers for sellers’ transaction expenses 0.8 Total consideration $ 21.5 |
Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed | The table below presents the preliminary purchase price allocation of the estimated acquisition date fair values of the assets acquired and liabilities assumed: (in millions of U.S. dollars) Acquired Value Cash $ 1.6 Accounts receivable 6.5 Inventory 2.3 Prepaid expenses and other assets 1.2 Property, plant & equipment 9.4 Goodwill 16.7 Intangible assets 13.3 Other assets 0.8 Short-term borrowings (4.1 ) Current maturities of long-term debt (1.6 ) Accounts payable and accrued liabilities (5.2 ) Long-term debt (10.4 ) Deferred tax liabilities (6.5 ) Other long-term liabilities (2.5 ) Total $ 21.5 |
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 Crystal Rock Acquisition and their estimated weighted average useful lives: (in millions of U.S. dollars) Estimated Fair Estimated Customer relationships $ 9.4 11 years Trademarks and trade names 3.9 Indefinite Total $ 13.3 |
Net Income (Loss) Per Common 29
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominators of Basic and Diluted Net Income (Loss) Per Common Share | Set forth below is a reconciliation of the numerator and denominator for the diluted net income (loss) per common share computations for the periods indicated: For the Three Months Ended March 31, 2018 April 1, 2017 Numerator (in millions): Net income (loss) attributable to Cott Corporation Continuing operations $ 4.6 $ (10.2 ) Discontinued operations 356.8 (26.2 ) Net income (loss) $ 361.4 $ (36.4 ) Basic Earnings Per Share Denominator (in thousands): Weighted average common shares outstanding—basic 139,953 138,735 Basic Earnings Per Share: Continuing operations $ 0.03 $ (0.07 ) Discontinued operations 2.55 (0.19 ) Net income (loss) $ 2.58 $ (0.26 ) Diluted Earnings Per Share Denominator (in thousands): Weighted average common shares outstanding—basic 139,953 138,735 Dilutive effect of Stock Options 1,339 — Dilutive effect of Performance based RSUs 821 — Dilutive effect of Time-based RSUs 222 — Weighted average common shares outstanding—diluted 142,335 138,735 Diluted Earnings Per Share: Continuing operations $ 0.03 $ (0.07 ) Discontinued operations 2.51 (0.19 ) Net income (loss) $ 2.54 $ (0.26 ) |
Summary of the Anti-dilutive Securities Excluded from the Computation of Diluted Net Income (Loss) Per Common Share | The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: For the Three Months Ended (in thousands) March 31, 2018 April 1, 2017 Stock Options 914 4,474 Performance-based RSUs 1 627 1,824 Time-based RSUs 90 721 1. Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulative pre-tax |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Information by Operating Segment | For the Three Months Ended March 31, 2018 (in millions of U.S. dollars) Route Coffee, Tea All Corporate Eliminations Total Revenue, net 1 $ 371.1 $ 146.1 $ 44.7 $ — $ (1.1 ) $ 560.8 Depreciation and amortization 39.8 5.7 1.8 0.1 — 47.4 Operating income (loss) 12.4 4.1 1.4 (11.8 ) — 6.1 Additions to property, plant & equipment 27.1 2.1 0.6 — — 29.8 As of March 31, 2018 Total segment assets 2 2,392.8 459.9 237.9 121.2 — 3,211.8 1. Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $1.1 million for the three months ended March 31, 2018. In addition, All Other includes $4.2 million of related party concentrate sales to discontinued operations for the three months ended March 31, 2018. 2. Excludes intersegment receivables, investments and notes receivable. For the Three Months Ended April 1, 2017 (in millions of U.S. dollars) Route Coffee, Tea All Corporate Eliminations Total Revenue, net 1 $ 352.3 $ 143.3 $ 41.3 $ — $ — $ 536.9 Depreciation and amortization 36.0 5.5 2.1 — — 43.6 Operating income (loss) 9.4 5.6 0.4 (10.2 ) — 5.2 Additions to property, plant & equipment 23.1 5.0 0.1 — — 28.2 As of December 30, 2017 Total segment assets 2 2,343.4 455.7 207.8 — — 3,006.9 1. All Other includes $10.3 million of related party concentrate sales to discontinued operations for the three months ended April 1, 2017. 2. Excludes intersegment receivables, investments and notes receivable. |
Reconciliation of Segment Assets to Total Assets | (in millions of U.S. dollars) December 30, 2017 Segment assets 1 $ 3,006.9 Assets of discontinued operations 1 1,086.2 Total assets $ 4,093.1 |
Revenues by Channel Reporting Segment | Revenues by channel by reporting segment were as follows: For the Three Months Ended March 31, 2018 (in millions of U.S. dollars) Route Coffee, Tea All Eliminations Total Revenue, net Home and office bottled water delivery $ 228.9 $ — $ — $ — $ 228.9 Coffee and tea services 46.3 117.2 0.7 (1.0 ) 163.2 Retail 54.7 — 15.4 — 70.1 Other 41.2 28.9 28.6 (0.1 ) 98.6 Total $ 371.1 $ 146.1 $ 44.7 $ (1.1 ) $ 560.8 For the Three Months Ended April 1, 2017 (in millions of U.S. dollars) Route Coffee, Tea All Eliminations Total Revenue, net Home and office bottled water delivery $ 218.0 $ — $ — $ — $ 218.0 Coffee and tea services 45.9 119.7 0.6 — 166.2 Retail 51.8 — 11.7 — 63.5 Other 36.6 23.6 29.0 — 89.2 Total $ 352.3 $ 143.3 $ 41.3 $ — $ 536.9 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | The following table summarizes inventories as of March 31, 2018 and December 30, 2017: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Raw materials $ 77.0 $ 68.1 Finished goods 39.7 34.3 Resale items 20.6 21.8 Other 2.4 3.4 Total $ 139.7 $ 127.6 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes intangible assets as of March 31, 2018 and December 30, 2017: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Cost Accumulated Net Cost Accumulated Net Intangible assets Not subject to amortization Rights $ 24.5 $ — $ 24.5 $ 24.5 $ — $ 24.5 Trademarks 269.6 — 269.6 264.1 — 264.1 Total intangible assets not subject to amortization $ 294.1 $ — $ 294.1 $ 288.6 $ — $ 288.6 Subject to amortization Customer relationships 601.3 170.0 431.3 583.4 154.7 428.7 Patents 15.2 1.4 13.8 15.2 1.0 14.2 Software 30.8 15.0 15.8 28.8 13.0 15.8 Other 8.1 4.7 3.4 8.0 4.2 3.8 Total intangible assets subject to amortization $ 655.4 $ 191.1 $ 464.3 $ 635.4 $ 172.9 $ 462.5 Total intangibles assets $ 949.5 $ 191.1 $ 758.4 $ 924.0 $ 172.9 $ 751.1 |
Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets over the next five years is: (in millions of U.S. dollars) Remainder of 2018 $ 52.9 2019 62.5 2020 53.7 2021 46.4 2022 40.5 Thereafter 208.3 Total $ 464.3 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Components of Debt | Our total debt as of March 31, 2018 and December 30, 2017 was as follows: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Principal Unamortized Costs Net Principal Unamortized Costs Net 10.000% senior notes due in 2021 1 $ — $ — $ — $ 269.9 $ — $ 269.9 5.375% senior notes due in 2022 — — — 525.0 6.0 519.0 5.500% senior notes due in 2024 554.4 8.8 545.6 539.1 9.5 529.6 5.500% senior notes due in 2025 750.0 10.7 739.3 750.0 11.0 739.0 ABL facility — — — 220.3 — 220.3 GE Term Loan — — — 2.0 — 2.0 Short-term borrowings 3.7 — 3.7 0.8 — 0.8 Capital leases 5.9 — 5.9 6.4 — 6.4 Total debt 1,314.0 19.5 1,294.5 2,313.5 26.5 2,287.0 Less: Short-term borrowings and current debt: ABL facility — — — 220.3 — 220.3 Total short-term borrowings required to be repaid or extinguished as part of divestiture — — — 220.3 — 220.3 GE Term Loan—current maturities — — — 2.0 — 2.0 Short-term borrowings 3.7 — 3.7 0.8 — 0.8 Capital leases—current maturities 2.1 — 2.1 2.3 — 2.3 Total current debt 5.8 — 5.8 225.4 — 225.4 Less: Debt required to be repaid or extinguished as part of divestiture 5.375% senior notes due in 2022 — — — 525.0 6.0 519.0 Total debt required to be repaid or extinguished as part of divestiture — — — 525.0 6.0 519.0 Total long-term debt $ 1,308.2 $ 19.5 $ 1,288.7 $ 1,563.1 $ 20.5 $ 1,542.6 1. Includes unamortized premium of $19.9 million at December 30, 2017. |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive (Loss) Income by Component | Changes in accumulated other comprehensive (loss) income (“AOCI”) by component for the three months ended March 31, 2018 and April 1, 2017 were as follows: (in millions of U.S. dollars) 1 Gains and Losses Pension Currency Total Beginning balance December 31, 2016 $ (0.1 ) $ (14.4 ) $ (103.4 ) $ (117.9 ) OCI before reclassifications 3.1 — 9.7 12.8 Amounts reclassified from AOCI (0.7 ) 0.1 — (0.6 ) Net current-period OCI 2.4 0.1 9.7 12.2 Ending balance April 1, 2017 $ 2.3 $ (14.3 ) $ (93.7 ) $ (105.7 ) Beginning balance December 30, 2017 $ (1.4 ) $ (16.8 ) $ (76.2 ) $ (94.4 ) OCI before reclassifications (4.7 ) — 9.2 4.5 Amounts reclassified from AOCI 0.9 16.9 9.4 27.2 Net current-period OCI (3.8 ) 16.9 18.6 31.7 Ending balance March 31, 2018 $ (5.2 ) $ 0.1 $ (57.6 ) $ (62.7 ) 1. All amounts are net of tax. Amounts in parentheses indicate debits. |
Reclassifications Out of Accumulated Other Comprehensive (Loss) Income | The following table summarizes the amounts reclassified from AOCI for the three months ended March 31, 2018 and April 1, 2017, respectively. (in millions of U.S. dollars) For the Three Months Ended Details About AOCI Components 1 March 31, April 1, Affected Line Item in the Statement Where Net Income Is Presented Gains and losses on derivative instruments Foreign currency and commodity hedges $ (0.9 ) $ 0.7 Cost of sales (0.9 ) 0.7 Total before taxes — — Tax expense or (benefit) $ (0.9 ) $ 0.7 Net of tax Amortization of pension benefit plan items Recognized net actuarial loss 2 $ (16.9 ) $ — Gain on sale of discontinued operations Prior service costs 3 — (0.1 ) Cost of sales (16.9 ) (0.1 ) Total before taxes — — Tax expense or (benefit) $ (16.9 ) $ (0.1 ) Net of tax Foreign currency translation adjustments $ (9.4 ) $ — Gain on sale of discontinued operations, net of tax Total reclassifications for the period $ (27.2 ) $ 0.6 Net of tax 1. Amounts in parenthesis indicate debits. 2. Net of $3.6 million of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the three months ended March 31, 2018. 3. These AOCI components are included in the computation of net periodic pension cost. |
Hedging Transactions and Deri35
Hedging Transactions and Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Reconciliation of Company's Derivatives by Contract Type | Set forth below is a reconciliation of the Company’s derivatives by contract type for the periods indicated: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Derivative Contract Assets Liabilities Assets Liabilities Coffee futures 1 $ — $ 2.6 $ — $ 1.2 $ — $ 2.6 $ — $ 1.2 1. The fair value of the coffee futures excludes amounts in the related margin accounts. As of March 31, 2018 and December 30, 2017, the aggregate margin account balances were $3.1 million and $5.3 million, respectively, and are included in cash & cash equivalents on the Consolidated Balance Sheets. |
Summary of Fair Value of Coffee Futures Assets and Liabilities | The fair value of the coffee futures assets and liabilities which are shown on a net basis are reconciled in the table below: (in millions of U.S. dollars) March 31, 2018 December 30, 2017 Coffee futures assets $ 1.8 $ 0.6 Coffee futures liabilities (4.4 ) (1.8 ) Net asset (liability) $ (2.6 ) $ (1.2 ) |
Summary of Income and Expense Line Items Presented in Consolidated Statements of Operations | The location and amount of gains or losses recognized in the Consolidated Statements of Operations for cash flow hedging relationships, presented on a pre-tax For the Three Months Ended March 31, 2018 April 1, 2017 (in millions of U.S. dollars) Cost of sales Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 287.3 $ 268.1 Loss (gain) on cash flow hedging relationship Coffee futures: Loss (gain) reclassified from AOCI into expense $ 0.9 $ (0.7 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Estimated Fair Values of Outstanding Debt | The carrying values and estimated fair values of our significant outstanding debt as of March 31, 2018 and December 30, 2017 were as follows: March 31, 2018 December 30, 2017 (in millions of U.S. dollars) Carrying Fair Carrying Fair 10.000% senior notes due in 2021 1,2 $ — $ — $ 269.9 $ 283.4 5.375% senior notes due in 2022 1,3 — — 519.0 539.9 5.500% senior notes due in 2024 1,3 545.6 579.7 529.6 574.0 5.500% senior notes due in 2025 1,3 739.3 730.1 739.0 759.3 Total $ 1,284.9 $ 1,309.8 $ 2,057.5 $ 2,156.6 1. The fair values were based on the trading levels and bid/offer prices observed by a market participant and are considered Level 2 financial instruments. 2. Includes unamortized premium of $19.9 million at December 30, 2017. 3. Carrying value of our significant outstanding debt is net of unamortized debt issuance costs as of March 31, 2018 and December 30, 2017 (see Note 10 to the Consolidated Financial Statements). |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2018USD ($)Customer | Apr. 01, 2017USD ($) | Dec. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Retained earnings | $ 340,700,000 | $ (12,200,000) | ||
Deferred gains | $ 7,900,000 | $ 19,900,000 | ||
Route Based Services and Coffee, Tea and Extract Solutions [Member] | Selling, General and Administrative Expenses [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Shipping and handling costs | 113,800,000 | $ 106,300,000 | ||
Difference Between Revenue Guidance in Effect before and After Topic 606 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Retained earnings | $ 0 | |||
Direct-to-Consumer Products [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers | Customer | 2,400,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Goodwill by Segment (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Line Items] | |
Balance at beginning of year | $ 1,104.7 |
Goodwill acquired during the year | 22.2 |
Foreign exchange | 10.4 |
Balance at end of year | 1,137.3 |
Route Based Services [Member] | |
Goodwill [Line Items] | |
Balance at beginning of year | 936.7 |
Goodwill acquired during the year | 18.9 |
Foreign exchange | 8.5 |
Balance at end of year | 964.1 |
Coffee,Tea and Extract Solutions [Member] | |
Goodwill [Line Items] | |
Balance at beginning of year | 117.8 |
Balance at end of year | 117.8 |
All Other [Member] | |
Goodwill [Line Items] | |
Balance at beginning of year | 50.2 |
Goodwill acquired during the year | 3.3 |
Foreign exchange | 1.9 |
Balance at end of year | $ 55.4 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | Jan. 30, 2018 | Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sale proceeds held in escrow | $ 12.5 | |||
Borrowings under ABL | 0.6 | |||
Payments under ABL | 0.6 | |||
Refresco Group N.V. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash outflows to the discontinued operation | 12.8 | |||
Refresco Group N.V. [Member] | Beverage Products [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash outflows to the discontinued operation | 2.2 | |||
Abl Facility [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Borrowings under ABL | 262.4 | $ 772.9 | ||
Payments under ABL | $ 482.8 | $ 832.7 | ||
5.375% Senior Notes Due in 2022 [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of debt | $ 525 | |||
Interest rate on notes | 5.375% | 5.375% | ||
Debt instrument maturity year | 2,022 | 2,022 | ||
10.000% Senior Notes Due in 2021 [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of debt | $ 250 | |||
Interest rate on notes | 10.00% | 10.00% | ||
Debt instrument maturity year | 2,021 | 2,021 | ||
ABL Facility [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of debt | $ 262.5 | |||
GE Term Loan [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of debt | 1.9 | |||
Discontinued Operations, Disposed of by Sale [Member] | Traditional CSD and Juice Business [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Aggregate deal consideration | $ 1,250 | |||
Copack manufacturing agreement term | 36 months | |||
Discontinued Operations, Disposed of by Sale [Member] | Traditional CSD and Juice Business [Member] | Maximum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transition services agreement term | 18 months | |||
Transition services agreement extension term | 180 days |
Discontinued Operations - Major
Discontinued Operations - Major Components of Net Income (Loss) from Discontinued Operations, Net of Income Taxes in Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income (loss) from discontinued operations, net of income taxes | $ 357.4 | $ (24.2) |
Net income (loss) attributable to Cott Corporation - discontinued operations | 356.8 | (26.2) |
Discontinued Operations, Disposed of by Sale [Member] | Traditional CSD and Juice Business [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue, net | 111.2 | 371.8 |
Cost of sales | 98.4 | 330 |
Operating income from discontinued operations | 2 | 5.6 |
Gain on sale of discontinued operations | 429.4 | |
Net income (loss) from discontinued operations, before income taxes | 404 | (24.8) |
Income tax expense (benefit) | 46.6 | (0.6) |
Net income (loss) from discontinued operations, net of income taxes | 357.4 | (24.2) |
Less: Net income attributable to non-controlling interests | 0.6 | 2 |
Net income (loss) attributable to Cott Corporation - discontinued operations | $ 356.8 | $ (26.2) |
Discontinued Operations - Maj41
Discontinued Operations - Major Components of Net Income (Loss) from Discontinued Operations, Net of Income Taxes in Consolidated Statements of Operations (Parenthetical) (Detail) - Discontinued Operations, Disposed of by Sale [Member] - Traditional CSD and Juice Business [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income tax (benefit) expense | $ 46.6 | $ (0.6) |
Interest expense on short-term borrowings and debt required to be repaid or extinguished as part of divestiture | 3.4 | $ 20.4 |
U.S. Federal [Member] | Valuation Allowance of Deferred Tax Assets [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Tax benefit related to valuation allowance | $ 25 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 30, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenues | $ 20.8 | $ 21.8 |
Revenue recognized | $ 13.8 |
Revenue - Schedule of Net Reven
Revenue - Schedule of Net Revenue to External Customers By Reportable Segment and Geographic Area Based on Customer Location (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 560.8 | $ 536.9 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 418.6 | 409.6 |
United Kingdom [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43.6 | 38.7 |
Canada [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 15.2 | 14.5 |
Other Country [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 83.4 | $ 74.1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - Crystal Rock Acquisition [Member] - USD ($) $ in Millions | Mar. 23, 2018 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||
Aggregate consideration | $ 37.7 | |
Acquisition Date | Mar. 23, 2018 | |
Purchase price consideration | $ 20.7 | |
Cash paid on behalf of sellers for sellers' transaction expenses | 0.8 | |
Purchase price consideration, liabilities incurred | 16.2 | |
Purchase price | $ 21.5 | |
Revenue | $ 1 | |
Net income (loss) | 0.2 | |
Acquisition related costs | $ 0.6 |
Acquisitions - Business Combina
Acquisitions - Business Combination Transfer Purchase Price Consideration (Detail) - Crystal Rock Acquisition [Member] $ in Millions | Mar. 23, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash paid to sellers | $ 20.7 |
Cash paid on behalf of sellers for sellers' transaction expenses | 0.8 |
Total consideration | $ 21.5 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Mar. 23, 2018 | Dec. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,137.3 | $ 1,104.7 | |
Crystal Rock Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 1.6 | ||
Accounts receivable | 6.5 | ||
Inventory | 2.3 | ||
Prepaid expenses and other assets | 1.2 | ||
Property, plant & equipment | 9.4 | ||
Goodwill | 16.7 | ||
Intangible assets | 13.3 | ||
Other assets | 0.8 | ||
Short-term borrowings | (4.1) | ||
Current maturities of long-term debt | (1.6) | ||
Accounts payable and accrued liabilities | (5.2) | ||
Long-term debt | (10.4) | ||
Deferred tax liabilities | (6.5) | ||
Other long-term liabilities | (2.5) | ||
Total | $ 21.5 |
Acquisitions - Components of Id
Acquisitions - Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives (Detail) - Crystal Rock Acquisition [Member] $ in Millions | Mar. 23, 2018USD ($) |
Business Acquisition [Line Items] | |
Estimated Fair Market Value | $ 13.3 |
Income Approach Valuation Technique [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Market Value | 13.3 |
Trademarks and Trade Names [Member] | Income Approach Valuation Technique [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Market Value | $ 3.9 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 11 years |
Customer Relationships [Member] | Income Approach Valuation Technique [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Market Value | $ 9.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 30, 2017 | Apr. 01, 2017 | Dec. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 0.9 | $ 1.7 | ||
Pretax income (loss) from continuing operations | $ 5.5 | $ (8.5) | ||
Effective income tax rates | 16.40% | (20.00%) | ||
Federal statutory income tax rate | 21.00% | 35.00% | ||
Tax benefit due to reclassification deferred tax assets and liabilities | $ 32.2 | |||
Tax benefit due to reclassification corporate alternative minimum tax | $ 1.3 |
Net Income (Loss) Per Common 49
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominators of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Numerator (in millions): | ||
Net income (loss) attributable to Cott Corporation Continuing operations | $ 4.6 | $ (10.2) |
Net (loss) income attributable to Cott Corporation - Discontinued operations | 356.8 | (26.2) |
Net income (loss) attributable to Cott Corporation | $ 361.4 | $ (36.4) |
Weighted average common shares outstanding - basic | 139,953 | 138,735 |
Continuing operations | $ 0.03 | $ (0.07) |
Discontinued operations | 2.55 | (0.19) |
Net income (loss) | $ 2.58 | $ (0.26) |
Denominator (in thousands): | ||
Weighted average common shares outstanding - basic | 139,953 | 138,735 |
Weighted average common shares outstanding - diluted | 142,335 | 138,735 |
Diluted Earnings Per Share: | ||
Continued operations | $ 0.03 | $ (0.07) |
Discontinued operations | 2.51 | (0.19) |
Net income (loss) | $ 2.54 | $ (0.26) |
Performance-Based RSUs [Member] | ||
Denominator (in thousands): | ||
Dilutive effect of awards | 821 | |
Time-Based RSUs [Member] | ||
Denominator (in thousands): | ||
Dilutive effect of awards | 222 | |
Stock Options [Member] | ||
Denominator (in thousands): | ||
Dilutive effect of awards | 1,339 |
Net Income (Loss) Per Common 50
Net Income (Loss) Per Common Share - Summary of the Anti-dilutive Securities Excluded from the Computation of Diluted Net Income (Loss) Per Common Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted (loss) income per common share | 914 | 4,474 |
Performance-Based RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted (loss) income per common share | 627 | 1,824 |
Time-Based RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted (loss) income per common share | 90 | 721 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 3 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting Information by Operating Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 | |
Segment Reporting Information [Line Items] | |||
Total segment assets | $ 3,211.8 | $ 4,093.1 | |
Revenue, net | 560.8 | $ 536.9 | |
Depreciation and amortization | 47.4 | 43.6 | |
Operating income (loss) | 6.1 | 5.2 | |
Additions to property, plant & equipment | 29.8 | 28.2 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total segment assets | 3,211.8 | 3,006.9 | |
Operating Segments [Member] | Route Based Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Total segment assets | 2,392.8 | 2,343.4 | |
Revenue, net | 371.1 | 352.3 | |
Depreciation and amortization | 39.8 | 36 | |
Operating income (loss) | 12.4 | 9.4 | |
Additions to property, plant & equipment | 27.1 | 23.1 | |
Operating Segments [Member] | Coffee,Tea and Extract Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Total segment assets | 459.9 | 455.7 | |
Revenue, net | 146.1 | 143.3 | |
Depreciation and amortization | 5.7 | 5.5 | |
Operating income (loss) | 4.1 | 5.6 | |
Additions to property, plant & equipment | 2.1 | 5 | |
Operating Segments [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Total segment assets | 237.9 | $ 207.8 | |
Revenue, net | 44.7 | 41.3 | |
Depreciation and amortization | 1.8 | 2.1 | |
Operating income (loss) | 1.4 | 0.4 | |
Additions to property, plant & equipment | 0.6 | 0.1 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Total segment assets | 121.2 | ||
Depreciation and amortization | 0.1 | ||
Operating income (loss) | (11.8) | $ (10.2) | |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue, net | (1.1) | ||
Elimination [Member] | Coffee,Tea and Extract Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue, net | $ 1.1 |
Segment Reporting - Segment R53
Segment Reporting - Segment Reporting Information by Operating Segment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 560.8 | $ 536.9 |
Operating Segments [Member] | Coffee,Tea and Extract Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 146.1 | 143.3 |
Operating Segments [Member] | All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 44.7 | 41.3 |
Operating Segments [Member] | Discontinued Operations, Disposed of by Sale [Member] | Concentrate [Member] | All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 4.2 | $ 10.3 |
Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | (1.1) | |
Elimination [Member] | Coffee,Tea and Extract Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 1.1 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment Assets to Total Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,211.8 | $ 4,093.1 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,211.8 | 3,006.9 |
Assets of Discontinued Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,086.2 |
Segment Reporting - Revenues by
Segment Reporting - Revenues by Channel Reporting Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 560.8 | $ 536.9 |
Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | (1.1) | |
Home and Office Bottled Water Delivery [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 228.9 | 218 |
Coffee and Tea Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 163.2 | 166.2 |
Coffee and Tea Services [Member] | Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | (1) | |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 70.1 | 63.5 |
Concentrate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 98.6 | 89.2 |
Concentrate and Other [Member] | Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | (0.1) | |
Route Based Services [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 371.1 | 352.3 |
Route Based Services [Member] | Home and Office Bottled Water Delivery [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 228.9 | 218 |
Route Based Services [Member] | Coffee and Tea Services [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 46.3 | 45.9 |
Route Based Services [Member] | Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 54.7 | 51.8 |
Route Based Services [Member] | Concentrate and Other [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 41.2 | 36.6 |
Coffee,Tea and Extract Solutions [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 146.1 | 143.3 |
Coffee,Tea and Extract Solutions [Member] | Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 1.1 | |
Coffee,Tea and Extract Solutions [Member] | Coffee and Tea Services [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 117.2 | 119.7 |
Coffee,Tea and Extract Solutions [Member] | Concentrate and Other [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 28.9 | 23.6 |
All Other [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 44.7 | 41.3 |
All Other [Member] | Coffee and Tea Services [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 0.7 | 0.6 |
All Other [Member] | Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 15.4 | 11.7 |
All Other [Member] | Concentrate and Other [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 28.6 | $ 29 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 77 | $ 68.1 |
Finished goods | 39.7 | 34.3 |
Resale items | 20.6 | 21.8 |
Other | 2.4 | 3.4 |
Total | $ 139.7 | $ 127.6 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | $ 655.4 | $ 635.4 |
Total intangible assets - Cost | 949.5 | 924 |
Intangible assets - Cost | 294.1 | 288.6 |
Intangible assets - Accumulated Amortization | 191.1 | 172.9 |
Intangible assets- Net | 464.3 | 462.5 |
Total intangible assets - Net | 758.4 | 751.1 |
Intangible assets- Net | 294.1 | 288.6 |
Customer Relationships [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 601.3 | 583.4 |
Intangible assets - Accumulated Amortization | 170 | 154.7 |
Intangible assets- Net | 431.3 | 428.7 |
Software [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 30.8 | 28.8 |
Intangible assets - Accumulated Amortization | 15 | 13 |
Intangible assets- Net | 15.8 | 15.8 |
Other [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 8.1 | 8 |
Intangible assets - Accumulated Amortization | 4.7 | 4.2 |
Intangible assets- Net | 3.4 | 3.8 |
Patents [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 15.2 | 15.2 |
Intangible assets - Accumulated Amortization | 1.4 | 1 |
Intangible assets- Net | 13.8 | 14.2 |
Rights [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 24.5 | 24.5 |
Intangible assets- Net | 24.5 | 24.5 |
Trademarks [Member] | ||
Intangibles And Other Assets Net [Line Items] | ||
Intangible assets - Cost | 269.6 | 264.1 |
Intangible assets- Net | $ 269.6 | $ 264.1 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Intangibles And Other Assets [Abstract] | ||
Amortization expense of intangible and other assets | $ 17 | $ 15.5 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 52.9 | |
2,019 | 62.5 | |
2,020 | 53.7 | |
2,021 | 46.4 | |
2,022 | 40.5 | |
Thereafter | 208.3 | |
Intangible assets- Net | $ 464.3 | $ 462.5 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 30, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | |||
Total debt, principal amount | $ 1,314 | $ 2,313.5 | |
Total short-term debt, principal amount | 220.3 | ||
Total debt, Unamortized debt issuance costs | 19.5 | 26.5 | |
Total debt required to be repaid or extinguished as part of divestiture, principal amount | 525 | ||
ABL facility | 220.3 | ||
Senior notes | 1,284.9 | 2,057.5 | |
Total debt required to be repaid or extinguished as part of divestiture, Unamortized debt issuance costs | 6 | ||
Short-term borrowings | 3.7 | ||
GE Term Loan | 2 | ||
Short-term borrowings | 3.7 | ||
Capital leases | 5.9 | 6.4 | |
Total debt | 1,294.5 | 2,287 | |
Total short-term borrowings required to be repaid or extinguished | 220.3 | ||
GE Term Loan - current maturities | 2 | ||
Capital leases - current maturities | 2.1 | 2.3 | |
Total current debt | 5.8 | 225.4 | |
Total debt required to be repaid or extinguished as part of divestiture | 519 | ||
Total long-term debt | 1,288.7 | 1,542.6 | |
Short-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 3.7 | 0.8 | |
Short-term borrowings | 3.7 | 0.8 | |
Short-term borrowings | 3.7 | 0.8 | |
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 1,308.2 | 1,563.1 | |
Total debt, Unamortized debt issuance costs | 19.5 | 20.5 | |
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 220.3 | ||
ABL facility | $ 262.5 | ||
GE Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 2 | ||
Capital Leases [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 5.9 | 6.4 | |
10.000% Senior Notes Due in 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 269.9 | ||
Senior notes | 269.9 | ||
5.375% Senior Notes Due in 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 525 | ||
Total debt, Unamortized debt issuance costs | 6 | ||
Total debt required to be repaid or extinguished as part of divestiture, principal amount | 525 | ||
Senior notes | 519 | ||
Total debt required to be repaid or extinguished as part of divestiture, Unamortized debt issuance costs | 6 | ||
Total debt required to be repaid or extinguished as part of divestiture | 519 | ||
5.500% Senior Notes Due in 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 554.4 | 539.1 | |
Total debt, Unamortized debt issuance costs | 8.8 | 9.5 | |
Senior notes | 545.6 | 529.6 | |
5.500% Senior Notes Due in 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, principal amount | 750 | 750 | |
Total debt, Unamortized debt issuance costs | 10.7 | 11 | |
Senior notes | $ 739.3 | $ 739 |
Debt - Components of Debt (Pare
Debt - Components of Debt (Parenthetical) (Detail) - USD ($) $ in Millions | Jan. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 |
10.000% Senior Notes Due in 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate on notes | 10.00% | 10.00% | |
Debt instrument maturity year | 2,021 | 2,021 | |
5.375% Senior Notes Due in 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate on notes | 5.375% | 5.375% | |
Debt instrument maturity year | 2,022 | 2,022 | |
5.500% Senior Notes Due in 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate on notes | 5.50% | 5.50% | |
Debt instrument maturity year | 2,024 | 2,024 | |
5.500% Senior Notes Due in 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate on notes | 5.50% | 5.50% | |
Debt instrument maturity year | 2,025 | 2,025 | |
DSS Group Inc [Member] | 10.000% Senior Notes Due in 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized premium | $ 19.9 |
Debt (10.000% Senior Notes due
Debt (10.000% Senior Notes due in 2021 ) - Additional Information (Detail) - 10.000% Senior Notes Due in 2021 [Member] $ in Millions | Jan. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Repayments of debt | $ 250 |
Premium costs paid on extinguishment of debt | 12.5 |
Accrued interest | 10.3 |
Write-off of unamortized premium | $ 19.6 |
Debt (5.375% Senior Notes due i
Debt (5.375% Senior Notes due in 2022) - Additional Information (Detail) - 5.375% Senior Notes Due in 2022 [Member] $ in Millions | Jan. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Premium costs paid on extinguishment of debt | $ 21.2 |
Accrued interest | 2.2 |
Write-off of deferred financing fees | $ 5.9 |
Debt (GE Term Loan) - Additiona
Debt (GE Term Loan) - Additional Information (Detail) $ in Millions | Jan. 30, 2018USD ($) |
GE Term Loan [Member] | |
Debt Instrument [Line Items] | |
Repayments of debt | $ 1.9 |
Debt (ABL Facility) - Additiona
Debt (ABL Facility) - Additional Information (Detail) - USD ($) | Jan. 30, 2018 | Jan. 30, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 220,300,000 | ||
Write-off of deferred financing fees remaining | $ 2,500,000 | ||
Amendment to ABL facility [Member] | |||
Debt Instrument [Line Items] | |||
Write-off of deferred financing fees | 1,500,000 | ||
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 262,500,000 | $ 262,500,000 | |
Write-off of deferred financing fees current | $ 2,500,000 | ||
Minimum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio | 100.00% | 100.00% | |
Maximum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Description of threshold with lenders' commitments | 10.00% | ||
Facility amount with lenders commitments | $ 22,500,000 | ||
Percentage of lender commitment under revolving credit facility | 10.00% | ||
Amount eligible for condition for excess availability of credit | $ 22,500,000 |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive (Loss) Income - Changes in Consolidated Accumulated Other Comprehensive (Loss) Income by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 885.7 | $ 873.8 |
OCI before reclassifications | 4.5 | 12.8 |
Amounts reclassified from AOCI | 27.2 | (0.6) |
Net current-period OCI | 31.7 | 12.2 |
Balance | 1,263.8 | 845.8 |
Gains and Losses on Derivative Instruments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (1.4) | (0.1) |
OCI before reclassifications | (4.7) | 3.1 |
Amounts reclassified from AOCI | 0.9 | (0.7) |
Net current-period OCI | (3.8) | 2.4 |
Balance | (5.2) | 2.3 |
Pension Benefit Plan Items [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (16.8) | (14.4) |
Amounts reclassified from AOCI | 16.9 | 0.1 |
Net current-period OCI | 16.9 | 0.1 |
Balance | 0.1 | (14.3) |
Currency Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (76.2) | (103.4) |
OCI before reclassifications | 9.2 | 9.7 |
Amounts reclassified from AOCI | 9.4 | |
Net current-period OCI | 18.6 | 9.7 |
Balance | (57.6) | (93.7) |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (94.4) | (117.9) |
Balance | $ (62.7) | $ (105.7) |
Accumulated Other Comprehensi67
Accumulated Other Comprehensive (Loss) Income - Reclassifications Out of Accumulated Other Comprehensive (Loss) Income (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of sales | $ (287.3) | $ (268.1) |
Income tax (expense) benefit | (0.9) | (1.7) |
Net income (loss) | 362 | (34.4) |
Foreign currency translation adjustments | (9.4) | |
Reclassification Out of Accumulated Other Comprehensive (Loss) Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net income (loss) | (27.2) | 0.6 |
Reclassification Out of Accumulated Other Comprehensive (Loss) Income [Member] | Gains and Losses on Derivative Instruments [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of sales | (0.9) | 0.7 |
Total before taxes | (0.9) | 0.7 |
Income tax (expense) benefit | 0 | 0 |
Net income (loss) | (0.9) | 0.7 |
Reclassification Out of Accumulated Other Comprehensive (Loss) Income [Member] | Pension Benefit Plan Items [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of pension benefit plan items Recognized net actuarial loss | (16.9) | |
Prior service costs | (0.1) | |
Total before taxes | (16.9) | (0.1) |
Income tax (expense) benefit | 0 | 0 |
Net income (loss) | $ (16.9) | $ (0.1) |
Accumulated Other Comprehensi68
Accumulated Other Comprehensive (Loss) Income - Reclassifications Out of Accumulated Other Comprehensive (Loss) Income (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Gain on sale of discontinued operations, tax | $ 3.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 30, 2017 | |
Operating Leased Assets [Line Items] | ||
Maximum potential amount of undiscounted future payments under the guarantee | $ 35,300,000 | $ 42,000,000 |
Lease Agreements One [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease agreement maturity period | 2,027 | |
Lease Agreements Two [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease agreement maturity period | 2,028 | |
Lease Agreements Three [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease agreement maturity period | 2,029 | |
ABL Facility [Member] | ||
Operating Leased Assets [Line Items] | ||
Standby letters of credit outstanding | $ 43,000,000 | $ 46,000,000 |
Hedging Transactions and Deri70
Hedging Transactions and Derivative Financial Instruments - Additional Information (Detail) | 3 Months Ended | ||||
Mar. 31, 2018USD ($) | Apr. 01, 2017USD ($) | Mar. 31, 2018GBP (£) | Dec. 30, 2017USD ($) | Dec. 30, 2017GBP (£) | |
Derivative [Line Items] | |||||
Period over which outstanding cash flow hedges are expected to settle | 16 months | 16 months | |||
Fair value of derivative liabilities | $ 2,600,000 | $ 1,200,000 | |||
Derivative assets | 0 | $ 0 | |||
Gains and Losses on Derivative Instruments [Member] | |||||
Derivative [Line Items] | |||||
Cash flow hedges, charge (debit) credit to cost of sales | 900,000 | $ 700,000 | |||
Coffee Futures [Member] | S&D Acquisition [Member] | |||||
Derivative [Line Items] | |||||
Notional value of derivatives | £ | £ 35,400,000 | £ 48,100,000 | |||
Realized gain (loss) on coffee futures | $ (900,000) | $ 700,000 | |||
Coffee Futures [Member] | S&D Acquisition [Member] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Future contract period | 3 months | ||||
Coffee Futures [Member] | S&D Acquisition [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Future contract period | 16 months |
Hedging Transactions and Deri71
Hedging Transactions and Derivative Financial Instruments - Summary of Reconciliation of Company's Derivatives by Contract Type (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Derivative [Line Items] | ||
Assets | $ 0 | $ 0 |
Liabilities | 2.6 | 1.2 |
Coffee Futures [Member] | ||
Derivative [Line Items] | ||
Assets | 0 | 0 |
Liabilities | $ 2.6 | $ 1.2 |
Hedging Transactions and Deri72
Hedging Transactions and Derivative Financial Instruments - Summary of Reconciliation of Company's Derivatives by Contract Type (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Aggregate margin account balances included in cash and cash equivalents | $ 3.1 | $ 5.3 |
Hedging Transactions and Deri73
Hedging Transactions and Derivative Financial Instruments - Summary of Fair Value of Coffee Futures Assets and Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Derivative [Line Items] | ||
Coffee futures assets | $ 0 | $ 0 |
Net asset (liability) | (2.6) | (1.2) |
Coffee Futures [Member] | ||
Derivative [Line Items] | ||
Coffee futures assets | 1.8 | 0.6 |
Coffee futures liabilities | $ (4.4) | $ (1.8) |
Hedging Transactions and Deri74
Hedging Transactions and Derivative Financial Instruments - Summary of Income and Expense Line Items Presented in Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | $ 287.3 | $ 268.1 |
Coffee Futures [Member] | Cost of Sales [Member] | ||
Loss (gain) on cash flow hedging relationship | ||
Loss (gain) reclassified from AOCI into expense | $ 0.9 | $ (0.7) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2018 | Dec. 30, 2017 | Apr. 01, 2017 |
Fair Value Measurements [Line Items] | |||
Derivative assets | $ 0 | $ 0 | |
Fair value for the derivative liabilities | 2,600,000 | 1,200,000 | |
Level 2 [Member] | |||
Fair Value Measurements [Line Items] | |||
Derivative assets | 0 | $ 0 | |
Fair value for the derivative liabilities | $ 2,600,000 | $ 1,200,000 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Values of Outstanding Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes, carrying value | $ 1,284.9 | $ 2,057.5 |
10.000% Senior Notes Due in 2021 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes, carrying value | 269.9 | |
5.500% Senior Notes Due in 2024 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes, carrying value | 545.6 | 529.6 |
5.500% Senior Notes Due in 2025 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes, carrying value | 739.3 | 739 |
5.375% Senior Notes Due In 2022 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes, carrying value | 519 | |
Level 1 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt, fair value | 1,309.8 | 2,156.6 |
Level 1 [Member] | 10.000% Senior Notes Due in 2021 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt, fair value | 283.4 | |
Level 1 [Member] | 5.500% Senior Notes Due in 2024 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt, fair value | 579.7 | 574 |
Level 1 [Member] | 5.500% Senior Notes Due in 2025 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt, fair value | $ 730.1 | 759.3 |
Level 1 [Member] | 5.375% Senior Notes Due In 2022 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding debt, fair value | $ 539.9 |
Fair Value Measurements - Car77
Fair Value Measurements - Carrying Value and Estimated Fair Values of Outstanding Debt (Parenthetical) (Detail) - USD ($) $ in Millions | Jan. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 |
10.000% Senior Notes Due in 2021 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate on notes | 10.00% | 10.00% | |
Debt instrument maturity year | 2,021 | 2,021 | |
10.000% Senior Notes Due in 2021 [Member] | DSS Group Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, unamortized premium | $ 19.9 | ||
5.500% Senior Notes Due in 2024 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate on notes | 5.50% | 5.50% | |
Debt instrument maturity year | 2,024 | 2,024 | |
5.500% Senior Notes Due in 2025 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate on notes | 5.50% | 5.50% | |
Debt instrument maturity year | 2,025 | 2,025 | |
5.375% Senior Notes Due In 2022 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate on notes | 5.375% | ||
Debt instrument maturity year | 2,022 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] | May 01, 2018USD ($)$ / shares |
Subsequent Event [Line Items] | |
Stock repurchase program, period | 12 months |
Dividend declared | $ / shares | $ 0.06 |
Dividend declared date | May 1, 2018 |
Dividend declared payable date | Jun. 13, 2018 |
Dividend payable, record date | Jun. 1, 2018 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Stock repurchase program, authorized shares of Cott's outstanding common shares amount | $ | $ 50,000,000 |