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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:

COTT BEVERAGES SAN BERNARDINO 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
 
 

 

 

Index to Financial Statements, Supplemental Schedules and Exhibits

         
    Page(s)  
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Financial Statements
        
 
        
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    4–7  
 
        
Supplemental Schedules
        
 
        
    8  
 
        
    9  
 
        
    10  
 
        
    11  
 
        
    12  
 
        
    13  
 
        
Exhibit No. 23 Consent of Independent Registered Certified Public Accounting Firm
        

 

 

Report of Independent Registered Certified Public Accounting Firm

To the Participants and Administrator of
Cott Beverages San Bernardino 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 Cott Beverages San Bernardino 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

1

 

Cott Beverages San Bernardino Savings & Retirement Plan

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
 
                 
    2004     2003  
Assets
                
Noninterest bearing cash
   $ 5     $ 39  
Investments, at fair value
     1,766,372       1,591,776  
 
     1,766,377       1,591,815  
Contributions receivable
                
Participant
     12,803       10,382  
Employer
     7,547       6,780  
 
     20,350       17,162  
Liabilities
                
Due to broker
     6       5  
 
     6       5  
Net assets available for benefits
   $ 1,786,721     $ 1,608,972  

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

2

 

Cott Beverages San Bernardino 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
   $ 164,946     $ 143,677  
Employer contributions
     99,280       87,582  
Rollover contributions
     —       525  
Interest and dividend income
     17,813       6,433  
Net appreciation in fair value of investments
     65,511       279,370  
Total additions
     347,550       517,587  
Deductions from net assets attributed to
                
Benefit payments
     165,299       21,320  
Administrative costs
     4,502       4,835  
Total deductions
     169,801       26,155  
Net increase
     177,749       491,432  
Net assets available for benefits
                
Beginning of year
     1,608,972       1,117,540  
End of year
   $ 1,786,721     $ 1,608,972  

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

3

 

Cott Beverages San Bernardino Savings & Retirement Plan

Notes to Financial Statements
December 31, 2004 and 2003
 

1.   Description of Plan
 
    General
 
    The following description of the Cott Beverages San Bernardino 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 union employees 18 years or older who have completed three 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 2% 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. The Company also contributes a nonelective contribution equal to 2% of the participant’s compensation regardless of whether they elect to contribute to the Plan.
 
    Vesting
 
    Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and nonelective 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 seven diverse mutual funds and a collective investment trust fund, in addition to the Cott Corporation Common Stock, as investment options in which to invest their contributions.
 
    Benefits Payments
 
    Vested benefits of retired, disabled, or terminated employees are distributed as a single lump-sum payment.
 
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.

4

 

    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. 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. 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. Additionally, investment management fees are assessed to participants.
 
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 as 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 June 29, 2004, that the Plan is qualified and that the trust established under the plan is tax exempt under the applicable sections of the IRC. Therefore, no provision for income taxes has been included in the Plan financial statements.

5

 

5.   Forfeitures
 
    Forfeited nonvested amounts were $612 and $600 at December 31, 2004 and 2003, respectively. Cumulative forfeitures for Plan years ended December 31, 2004 and 2003 were $1,197 and $1,620, 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
   $ 231,572     $ 299,315  
 
            
Changes in non-participant directed investment
                
Contributions
   $ 1,562     $ 7,485  
Net (depreciation) appreciation
     (28,052 )     108,324  
Benefits paid to participants
     (41,253 )     (5,065 )
 
            
 
   $ (67,743 )   $ 110,744  
 
            
 
*   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.
 
8.   Related Party Transactions
 
    Fees paid by the Plan for trustee management services amounted to $4,502 and $4,835 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. These transactions qualify as party-in-interest transactions.

6

 

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
   $ 231,572     $ 299,315  
American Funds Balanced Fund
     296,728       245,426  
American Funds Growth Fund of America
     596,726       479,958  
Evergreen Core Bond Fund
     201,598       183,516  
Gartmore Morley Stable Value Fund
     415,323       364,049  

    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 $65,511 and $279,370, respectively, as follows:
                 
    2004     2003  
Collective Investment Trust Fund
   $ 12,455     $ 6,319  
Common Stock
     (28,052 )     108,324  
Mutual Funds
     81,108       164,727  
 
            
 
   $ 65,511     $ 279,370  
 
            

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
   $ 164,946  
Plus: 2003 Participant contribution receivable
     10,382  
Less: 2004 Participant contribution receivable
     (12,803 )
 
      
Participant contributions per Form 5500
   $ 162,525  
 
      
 
        
Employer contributions per the financial statements
   $ 99,280  
Plus: 2003 Employer contribution receivable
     6,780  
Less: 2004 Employer contribution receivable
     (7,547 )
 
      
Employer contributions per Form 5500
   $ 98,513  
 
      
 
        
Participant contribution receivable per the financial statements
   $ 12,803  
Less: 2004 Participant contribution receivable
     (12,803 )
 
      
Participant contribution receivable per Form 5500
   $ —  
 
      
 
        
Employer contribution receivable per the financial statements
   $ 7,547  
Less: 2004 Employer contribution receivable
     (7,547 )
 
      
Employer contribution receivable per Form 5500
   $ —  
 
      

7

 

Cott Beverages San Bernardino 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   $ —             $ 2,027  
American Funds Balanced Fund
   Mutual Fund     —               296,728  
American Funds Growth Fund of America
   Mutual Fund     —               596,726  
Davis New York Venture Fund
   Mutual Fund     —               13,774  
Evergreen Core Bond Fund
   Mutual Fund     —               201,598  
Evergreen Equity Index Fund
   Mutual Fund     —               4,960  
Fidelity Advisor Mid Cap Fund
   Mutual Fund     —               3,664  
Gartmore Morley Stable Value Fund
   Collective Investment Trust Fund     —               415,323  
Cott Corporation*
   Common Stock     174,162       * *     231,572  
 
                          
 
           $ 174,162             $ 1,766,372  
 
                          
 
*   Party-In-Interest as defined by ERISA.
 
**   Includes both non-participant and participant directed investments.

See accompanying Report of Independent Registered Certified Public Accounting Firm

8

 

Cott Beverages San Bernardino 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

9

 

Cott Beverages San Bernardino 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

10

 

Cott Beverages San Bernardino 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

11

 

Cott Beverages San Bernardino 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

12

 

Cott Beverages San Bernardino 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

13

 

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.

         
  Cott Beverages San Bernardino
   Savings & Retirement Plan

 		  
  By:   /s/ Kimberly M. Helton    
    Kimberly M. Helton   
    Retirement Plan Manager,
Cott Beverages, Inc. 		  
 

June 28, 2005