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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 000-19914

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE RESTATED COTT USA 401(K) SAVINGS & RETIREMENT PLAN

Cott USA Corp.
4211 W. Boy Scout Blvd.
Suite # 290
Tampa, Florida 33607

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

COTT CORPORATION

207 Queen’s Quay West, Suite 340
Toronto, Ontario, Canada M5J 1A7
 
 

 


Table of Contents

Index to Financial Statements, Supplemental Schedules and Exhibits

         
    Page(s)
    1  
 
       
Financial Statements
       
 
       
    2  
 
       
    3  
 
       
    4–8  
 
       
Supplemental Schedules
       
 
       
    9  
 
       
    10  
 
       
    11  
 
       
    12  
 
       
    13  
 
       
    14  
 
       
Exhibit No. 23 Consent of Independent Registered Certified Public Accounting Firm
       
 CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

 


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Report of Independent Registered Certified Public Accounting Firm

To the Participants and Administrator of
The Restated Cott USA 401(k) Savings & Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Restated Cott USA 401(k) Savings & Retirement Plan (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Tampa, Florida
June 3, 2005

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The Restated Cott USA 401(k) Savings & Retirement Plan

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
                 
    2004     2003  
Assets
               
Noninterest bearing cash
  $ 127     $  
Investments, at fair value
    26,630,304       21,272,180  
Due from brokers
          2,126  
 
           
 
    26,630,431       21,274,306  
 
           
 
               
Contributions receivable
               
Participant
    159,730       134,579  
Employer
    228,074       200,602  
 
           
 
    387,804       335,181  
 
           
 
               
Liabilities
               
Due to broker
    236       2,118  
 
           
Net assets available for benefits
  $ 27,017,999     $ 21,607,369  
 
           

The accompanying notes are an integral part of these financial statements.

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The Restated Cott USA 401(k) Savings & Retirement Plan

Statements of Changes in Net Assets Available for Benefits
December 31, 2004 and 2003
 
                 
    2004     2003  
Additions to net assets attributed to
               
Participant contributions
  $ 2,579,517     $ 2,268,328  
Employer contributions
    1,710,361       1,570,534  
Rollover contributions
    446,809       231,781  
Transfer of assets
    1,326,824        
Interest and dividend income
    344,855       140,502  
Net appreciation in fair value of investments
    988,755       4,157,351  
 
           
Total additions
    7,397,121       8,368,496  
 
           
Deductions from net assets attributed to
               
Benefits paid to participants
    1,919,096       1,572,191  
Administrative costs
    67,395       54,727  
 
           
Total deductions
    1,986,491       1,626,918  
 
           
Net increase
    5,410,630       6,741,578  
Net assets available for benefits
               
Beginning of year
    21,607,369       14,865,791  
 
           
End of year
  $ 27,017,999     $ 21,607,369  
 
           

The accompanying notes are an integral part of these financial statements.

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The Restated Cott USA 401(k) Savings & Retirement Plan

Notes to Financial Statements
December 31, 2004 and 2003
 

1.   Description of Plan
 
    General
 
    The following description of The Restated Cott USA 401(k) Savings & Retirement Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Plan is a defined contribution savings and investment plan under Section 401(k) of the Internal Revenue Code (“IRC”) covering substantially all employees 18 years or older who have completed six months of service with Cott Beverages, Inc. (formerly Cott Beverages USA, Inc.) (the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). For the years ended December 31, 2004 and 2003, Wachovia Retirement Services Company (“Wachovia”) served as the trustee and custodian.
 
    Contributions
 
    Participation in the plan is voluntary. Active participants can contribute up to 15% of earnings, to a maximum of $13,000 for 2004 and $12,000 for 2003, to the Plan in the form of basic contributions. The Company matches the employee contributions dollar for dollar up to 5% of the participant’s earnings. Prior to September 1, 2003, the employer match was comprised of 75% cash and 25% Cott Corporation Common Stock. Beginning September 1, 2003, investment in Cott Corporation Common Stock became optional for Plan participants. Non-matching Company contributions may be made at the discretion of the Board of Directors of the Company.
 
    Vesting
 
    Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portion of their accounts, plus actual earnings thereon, is at a rate of 20% per year. A participant is 100% vested after 5 years of credited service.
 
    Investment Options
 
    Effective September 1, 2003, the Company approved an amendment to the Plan to include Cott Corporation Common Stock as an investment option subject to specified investment limitations. The Plan provides participants with nine diverse funds and a collective investment trust fund, in addition to the Cott Corporation Common Stock, as investment options in which to invest their contributions.
 
    Participant Loans
 
    Participants may borrow from their fund accounts up to a maximum of the lesser of $50,000 or 50% of their account balance. The term of the loan shall not exceed 5 years except for loans to purchase a primary residence, in which case the term of the loan shall not exceed 15 years. The loans are secured by the balance in the participant’s account and bear interest at a rate of prime plus 1%. Principal and interest is paid ratably through payroll deductions.
 
    Benefits Payments
 
    Vested benefits of retired, disabled, or terminated employees are distributed as a single lump-sum payment and are recorded when paid.

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    Transfer of Assets
 
    Effective March 1, 2004, all participants in Premium Beverage Packers, Inc. 401(k) Plan (“Premium 401(k)”) had their balances transferred to the Plan. The value of the Premium 401(k) net assets at the time of the transfer was $1,326,824.
 
2.   Summary of Significant Accounting Policies
 
    Basis of Presentation
 
    The accompanying financial statements have been prepared on the accrual basis of accounting, except for benefits paid to participants, which are recorded when paid.
 
    Investment Valuation and Income Recognition
 
    With the exception of the Cott Corporation Common Stock, the Plan invests in diverse mutual funds and a collective investment trust fund managed by Gartmore Trust Company (beginning June 13, 2003 and as of December 31, 2003 and 2004). From April 3, 2002 to June 13, 2003, the Plan invested in a common trust fund managed by Wachovia. Each account is valued at quoted market prices to determine a current fund value. Investments in securities for which exchange quotations are readily available are valued at the last sale price or, if not for sale, at the closing bid price. Participant loans are recorded at cost, which approximates fair value. The collective investment trust fund is stated at contract value which approximates market value quoted by Gartmore Trust Company.
 
    Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments.
 
    Participant Accounts
 
    Participant accounts are credited with units by investment fund for participant contributions, employer contributions and fund transfers and loan repayments. Unit values are calculated daily to reflect the gains or losses of the underlying fund investments and expenses. Each participant’s account is credited with the participant’s contribution and allocation of plan earnings. Allocations are based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the units in the participant’s fund multiplied by the appropriate unit values on the valuation date.
 
    Use of Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of increases and decreases in net assets during the reporting periods. Actual results could differ from those estimates.
 
    Administrative Costs
 
    Substantially all administrative expenses of the Plan are paid by the Company. Participants incur the cost of fees charged by the trustee/custodian to process payment requests and loan processing fees. Additionally, investment management fees are assessed to participants.

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3.   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions and terminate the Plan. Upon a complete or partial termination of the Plan, the account of each affected participant will fully vest. The form and timing of payment will be determined under the Plan at the time of Plan termination.
 
4.   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by a letter dated July 2, 2002, that the Plan is qualified, and that the trust established under the Plan is tax exempt, under the appropriate sections of the IRC. The Plan was amended and restated on September 9, 2004 and the Company has requested an IRS determination letter for the amended and restated Plan on September 15, 2004. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan financial statements.
 
5.   Forfeitures
 
    Forfeited nonvested amounts for 2004 and 2003 were $72,242 and $47,668 respectively. Cumulative forfeitures for Plan years ended December 31, 2004 and 2003 were $72,244 and $47,670, respectively. Cumulative forfeitures are included in the Plan’s investments and are available to reduce future employer contributions and administrative expenses.
 
6.   Non-Participant Directed Investments
 
    Information about net assets and the significant components of the changes in net assets relating to the non-participant directed investments is as follows:
                 
    2004     2003  
Non-participant directed investment*
               
Cott Corporation Common Stock
  $ 3,300,243     $ 4,174,863  
 
           
Changes in non-participant directed investment
               
Contributions
  $ 194,542     $ 333,599  
Net (depreciation) appreciation
    (707,461 )     1,510,076  
Benefits paid to participants
    (361,701 )     (284,913 )
 
           
 
  $ (874,620 )   $ 1,558,762  
 
           
 
*   Includes both non-participant directed and participant directed Cott Corporation Common Stock (Note 1)

7.   Collective Investment Trust
 
    The Gartmore Morley Stable Value Fund investment fund (the “Fund”), offered to participants of the Plan, is a collective investment trust fund with Gartmore Trust Company. The Fund consists of a diversified portfolio of high quality stable value investment contracts issued by life insurance companies, banks and other financial institutions. Income is accrued daily and reinvested in the Fund. The accrual of income is reflected in the Fund’s unit price which is priced daily and is not held constant.

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8.   Related Party Transactions
 
    Fees paid by the Plan for trustee management services amounted to $67,395 and $54,727 for the years ended December 31, 2004 and 2003, respectively. These fees qualify as party-in-interest transactions.
 
    The Plan investments include shares of Cott Corporation Common Stock and Participant Loans. These transactions qualify as party-in-interest transactions.
 
9.   Investments
 
    The following table presents the Plan’s investments that represent 5% or more of the Plan’s assets.
                 
    2004     2003  
Cott Corporation Common Stock
  $ 3,300,243     $ 4,174,863  
American Funds Balanced Fund
    4,209,659       3,363,535  
American Funds Growth Fund of America
    8,407,311       6,768,907  
Evergreen Core Bond Fund
    1,940,931       1,552,920  
Gartmore Morley Stable Value Fund
    4,474,805       3,219,088  

During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $988,755 and $4,157,351, respectively, as follows:

                 
    2004     2003  
Collective Investment Trust Fund
  $ 1,572,679     $ 2,590,146  
Common Stock
    (707,461 )     1,510,076  
Mutual Funds
    123,537       57,129  
 
           
 
  $ 988,755     $ 4,157,351  
 
           

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10.   Reconciliation of Financial Statements to Form 5500
 
    The following is a reconciliation of contributions in the financial statements and Form 5500 for the year ended December 31, 2004:
         
Participant contributions per the financial statements
  $ 2,579,517  
Plus: 2003 Participant contribution receivable
    134,579  
Less: 2004 Participant contribution receivable
    (159,730 )
 
     
Participant contributions per Form 5500
  $ 2,554,366  
 
     
 
       
Employer contributions per the financial statements
  $ 1,710,361  
Plus: 2003 Employer contribution receivable
    200,602  
Less: 2004 Employer contribution receivable
    (228,074 )
 
     
Employer contributions per Form 5500
  $ 1,682,889  
 
     
 
       
Participant contribution receivable per the financial statements
  $ 159,730  
Less: 2004 Participant contribution receivable
    (159,730 )
 
     
Participant contribution receivable per Form 5500
  $  
 
     
 
       
Employer contribution receivable per the financial statements
  $ 228,074  
Less: 2004 Employer contribution receivable
    (228,074 )
 
     
Employer contribution receivable per Form 5500
  $  
 
     

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The Restated Cott USA 401(k) Savings & Retirement Plan

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)
December 31, 2004 Schedule I
 
                     
Identity of Issue, Borrower,               Current  
Lessor or Similar Party   Description of Investment   Cost     Value  
AIM Small Cap Growth Fund
  Mutual Fund   $     $ 687,771  
American Funds Balanced Fund
  Mutual Fund           4,209,659  
American Funds Growth Fund of America
  Mutual Fund           8,407,311  
Davis New York Venture Fund
  Mutual Fund           618,240  
Evergreen Core Bond Fund
  Mutual Fund           1,940,931  
Evergreen Equity Index Fund
  Mutual Fund           198,366  
Fidelity Advisor Mid Cap Fund
  Mutual Fund           858,167  
Franklin Mutual Series Beacon Fund
  Mutual Fund           390,361  
Templeton Foreign Fund
  Mutual Fund           455,582  
Gartmore Morley Stable Value Fund
  Collective Investment Trust Fund           4,474,805  
Cott Corporation*
  Common Stock     2,597,976 **     3,300,243  
Participant Loans*
  Interest rates of 5% to 10.5%           1,088,868  
 
             
 
      $ 2,597,976     $ 26,630,304  
 
             
 
*   Party-in-interest defined by ERISA.
 
**   Includes both non-participant and participant directed investments.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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The Restated Cott USA 401 (k) Savings & Retirement Plan

Schedule H, Line 4(j) — Schedule of Reportable Transactions
Year Ended December 31, 2004   Schedule II
 

The Plan executed no transactions as defined.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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The Restated Cott USA 401 (k) Savings & Retirement Plan

Schedule H, Line 4(i) — Schedule of Assets (Acquired and Disposed of Within the Plan Year)
Year Ended December 31, 2004   Schedule III
 

The Plan executed no transactions as defined.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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The Restated Cott USA 401 (k) Savings & Retirement Plan

Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible
Year Ended December 31, 2004   Schedule IV
 

The Plan executed no transactions as defined.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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The Restated Cott USA 401 (k) Savings & Retirement Plan

Schedule of Leases in Default or Classified as Uncollectible
Year Ended December 31, 2004   Schedule V
 

The Plan executed no transactions as defined.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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The Restated Cott USA 401 (k) Savings & Retirement Plan

Schedule of Non-Exempt Transactions
Year Ended December 31, 2004   Schedule VI
 

The Plan executed no transactions as defined.

See accompanying Report of Independent Registered Certified Public Accounting Firm

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    The Restated Cott USA 401 (k)
    Savings & Retirement Plan
 
       
 
  By:   /s/ Kimberly M. Helton
 
       
 
      Kimberly M. Helton
 
      Retirement Plan Manager,
 
      Cott Beverages, Inc.
June 29, 2005