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Cott Corporation – Analyst and Investor Day June 2015
2
Safe Harbor Statements
Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this presentation include, but are not limited to, statements related to expected future operating results of the Company and the potential impact the acquisition of DSS Group, Inc. will have on the Company. The forward-looking statements are based on assumptions regarding management's current plans and estimates. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Factors that could cause actual results to differ materially from those described in this presentation include, among others: (1) changes in estimates of future earnings; (2) expected synergies and cost savings are not achieved or achieved at a slower pace than expected; (3) integration problems, delays or other related costs; (4) retention of customers and suppliers; and (5) unanticipated changes in laws, regulations, or other industry standards affecting the companies. The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in the Company's Annual Report in the Form 10-K for the year ended January 3, 2015 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. The Company does not, except as expressly required by applicable law, undertake to update or revise any of these statements in light of new information or future events. Non-GAAP Measures: The Company routinely supplements its reporting of GAAP measures by utilizing certain non-GAAP measures to separate the impact of certain items from its underlying business results. In this presentation, we use non-GAAP measures such as EBITDA, adjusted EBITDA, adjusted free cash flow yield and certain ratios using these measures. Since the Company uses these non-GAAP measures in the management of its business, management believes this supplemental information, including on a pro forma basis, is useful to investors for their independent evaluation and understanding of the business. Any non-GAAP financial measures used by the Company are in addition to, and not meant to be considered superior to, or a substitute for, the Company's financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this presentation reflects management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. A reconciliation of this non-GAAP measure may be found on www.cott.com.
3
Agenda
• The New Diversified Cott Corporation
• DS Services – Company Overview
• North America Business Unit – Update
• Q&A
• Appendix
The New Diversified Cott Corporation
5
Investment Highlights of the Combined Business
Highly diversified product, package and channel mix
High-quality, efficient and well-utilized facilities with multiple product and package capabilities
Low-cost philosophy concentrating on Customers, Costs, Capex and Cash
Scale business with enhanced EBITDA and margin growth profile
Platform for M&A to enhance business profile and provide upside through synergies
Strong adjusted free cash flow yield that drives returns to shareholders
❶ Extensive manufacturing footprint for private label, contract manufacturing and own brands
❷ low-cost philosophy and high cash generation
❸ High-quality facilities with diversified capabilities
❹ Supply chain provider of choice
❺ Significant growth potential in contract manufacturing
❶ Market leader in growing water and coffee services categories with strong regional brand heritage
❷ Established national direct-to-consumer distribution network – diverse customer base and service focus
❸ New initiatives and partnerships driving customer growth
❹ Proven acquirer, with ongoing capacity to pursue synergistic and complimentary acquisitions
❺ Attractive growing financial profile
Diversified
1
2
3
4
5
6
6
Strategic Initiatives and Acquisitions Transform Profile While Reducing Risk & Concentration
6/18/2013
Purchase Price: ~$12mm
~$60mm sales (3)
5/30/2014
Purchase Price: ~$139mm (2)
~$108mm sales (3)
12/12/2014
Purchase Price: ~$1.25bn
~$966mm sales (3)
FY12 Sales by Channel (1) Pro Forma FY14 Sales by Channel (4)
Pro Forma FY14 Sales by Product (3)
1. Own Brands includes concentrate sales. 2. Reflects working capital adjustment, deferred consideration and on-target earnout (based on estimate of $17.9mm contingent payment to be paid in July 2016). 3. Annual sales figures are as of LTM June 2013, LTM March 2014 and LTM Sept. 2014 for Calypso, Aimia Foods and DS Services, respectively. 4. Cott management estimate.
Dedicated resources behind growing contract manufacturing (Nearly doubled volume in 2014)
3-year goal of 50mm – 80mm serving equivalent cases by
2017
Contract Manufacturing
FY12 Sales by Product 2013 2014 2015
7
A Diversified Cott with an Increased Health & Wellness Product Mix
2014 Pro Forma Sales by Product (1)
More consistent growth in line with beverage category expectations
Water, sparkling water, energy, and coffee are expected to grow in line with or exceed category growth
Growth of private label juice and drinks is expected to be flat to slightly positive
Less exposure to large format retailers
Introduces significant presence in “Good-for-You” beverage categories
Source: Cott and DS Services management.
1. Cott management estimate.
2. Euromonitor, 2014.
2014-2019 North America Retail Volume Growth (2)
Cott’s diversified beverage platform is more reflective of the total beverage category
8
Cott’s Strategic Priorities Build on the Platform Created
The combination of contract manufacturing growth and further diversification alongside DS Services’ integration, synergies & expansion strengthens Cott’s financial performance and should drive valuation improvement.
Continuation of our approach including tight operating controls and a focus on cash generation
1
Further contract manufacturing growth and diversification supported by dedicated resources (note: lower revenue per case but similar margins)
2
Incorporation of DS Services: • Integration & synergy capture • Customer expansion and HOD water market roll-up 3
Focus on deleveraging the balance sheet and early redemption of preferred shares
4
Continuation of our return of funds to shareowners through our quarterly dividend in USD
5
9
1. Represents a non-GAAP measure. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.
Post Synergy EBITDA Multiples of ~3.0x
Focus on deleveraging the balance sheet and early redemption of preferred shares – accelerated via equity offering June 3rd 4
Financially Prudent Accelerates Deleveraging Allows for Tuck-in Acquisitions
$116 million issued
$6.28 per share
Convertible after year 3
9% coupon with 1% annual increase ($11 million)
Convertible Preferred Shares
$33 million issued
$6.28 per share
No conversion
10% coupon with 1% annual increase ($3 million)
Early Redemption of the Preferred Shares Provides a Number of Benefits Including:
Non-Convertible Preferred Shares
Redeemable with 30 days notice
No cost to set up/redeem
Non deductible
Additional dividend tax ($2 million)
Redeemable with 30 days notice
No cost to set up/redeem
Non deductible
Additional dividend tax ($1 million)
Covenants and restrictions associated with the preferred shares limited our ability to do HOD water and OCS tuck-in acquisitions
More Rapidly Deleveraging – Pro Forma Net Debt to EBITDA (1)
More Rapidly Increases Interest Coverage (1)
5.1x
2014 Pro Forma
Leverage
Excluding Preferred
Shares
4.7X 2.9x
2015E Excluding Preferred Shares
3.3x
10
More balanced scale business with $3 billion of revenue and $350 million of EBITDA.
Accelerated deleveraging by one year through equity offering which allowed redemption of preferred shares and in turn results in the allocation of cash flows to the repayment of other debt instruments.
Highly diversified product, package and channel mix
High-quality, efficient and well-utilized facilities with multiple product and package capabilities
Low-cost philosophy concentrating on Customers, Costs, Capex and Cash
Platform for M&A to enhance business profile and provide upside through synergies
Strong adjusted free cash flow yield that drives returns to shareholders
Diversified Cott
The combination of contract manufacturing growth and further diversification alongside DS Services’ integration, synergies & expansion strengthens Cott’s
financial performance and should drive valuation improvement.
16%
6% 5% 5%
2%
Cott High Cash Flow Consumer
Mid Cap Beverages
Large Cap Beverages
Private Label European
2014 Adjusted FCF Yield % (1)
1. Source: Company data, FactSet, Bloomberg. Large cap beverages: Coca-Cola, PepsiCo. Mid cap beverages: Britvic, Coca-Cola Enterprises, Dr. Pepper Snapple, Lessonde Industries, Monster. Private label European: Ontex, Refresco Gerber. High cash flow consumer: B&G, Pinnacle, Post, Smucker’s, Snyder’s-Lance, Spectrum Brands, TreeHouse. Adjusted free cash flow yield defined as (adjusted free cash flow / shares outstanding) / share price. Represents a non-GAAP measure. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and the appendix of this presentation for a reconciliation to GAAP figures. Market data as of 1/3/2015 (Cott share price of $7.00). Adjusted free cash flow for peer set calculated as cash flow from operations less capital expenditures.
Multiple Lift Opportunity – Cott vs. Peers (2)
2. Source: IBES consensus estimates per FactSet, company filings. Bottlers (National Beverage, A.G. Barr, Coca-Cola Bottling, Britvic, Coca-Cola Amatil, Coca-Cola Enterprises, Coca-Cola Femsa) Route Based Services (G&K Services, Unifirst, ABM Industries, Chemed, Servicemaster, Cintas Corp, Aramark)
11
DS Services – Company Overview Tom Harrington, Cott Corporation – DS Services CEO
12
Market Leading Business with High Margins and Direct-to-Consumer Model
Market leader in the direct-to-consumer beverage services industry
Provides bottled water, coffee and filtration services Serves commercial and residential customers, with
footprint covering ~90% of U.S. households Categories with a steady growth profile Proven acquisition track record
Largest national presence in the HOD industry for bottled water with 31% market share and top five national market share position in office coffee services “OCS” and Filtration Services
Reaches over 1.5 million customer locations (~61% commercial and 39% residential) from over 2,200 routes located across national network
Over 180 sales and distribution facilities and a fleet of over 2,800 on-road vehicles
Well-known regional bottled water brands (e.g., Hinckley, Sparkletts, Crystal Springs)
Revenue Business Overview
FY14 Revenue by Product Line
Water Delivery Services
69%
OCS 15%
Retail 14%
Filtration Services
2%
Adjusted EBITDA
$765 $895 $926 $978
2011 2012 2013 2014
$129 $154 $161 $174
2011A 2012A 2013A 2014A
($ in millions)
($ in millions)
1. Source: Beverage Marketing Corporation, 2014 volume share. 2. Represents a non-GAAP measure. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for
more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.
13
Four Principal Lines of Business with Water Delivery Services By Far the Largest
2014 Revenue: $674mm (69%)
Water Delivery Services Office Coffee Services
2014 Revenue: $143mm (15%)
Filtration Services
2014 Revenue: $25mm (2%)
Revenue $978 million Pro Forma Fiscal 2014
Retail
2014 Revenue: $136mm (14%)
Source: Cott Management
14
Leading Direct-to-Consumer Services Provider
2014 Revenue: $674mm (69%)
2014 Customer Base: 1,332k
Water Delivery Services
Office Coffee Services
2014 Revenue: $143mm (15%)
2014 Customer Base: 104k
• Product sales and brewer rentals primarily to commercial customers
‒ Products sales include national brand single cups, roast and ground (house and national brands), brewed tea, and accessories
• Top 5 market position in highly fragmented industry. Key brands include Mars Alterra®, Keurig®, as well as DS brand’s Standard Coffee and Javarama
‒ Top 5 players account for only ~20% of market
• Bottled water direct delivery to commercial and residential customers
‒ Includes 3 and 5 gallon returnable bottles, dispenser rental, premium water and small pack sales
• Largest national presence and top market position in HOD bottled water market. Key brands include Sparkletts, Crystal Springs and Hinckley Springs
‒ #1 or #2 HOD bottled water brand in 39 of the 43 largest U.S. cities in which we operate
• Periodic payment model creates recurring revenue stream with average tenure of over 4 years
Source: Cott Management
15
Leading Direct-to-Consumer Services Provider
• Installation, rental and repair of filtration products to commercial customers
• Top 5 market position in highly fragmented industry
‒ Top 5 players account for less than 35% of market
• Upfront revenues from installation/repair services and recurring revenues from filtration rentals and service
• Partnership with national office supply stores to provide installation of their products through our national footprint
• DS Services brand product sales and premium sparkling water distribution to retailers
‒ Product sales for 1 gallon, 2.5 gallon and small pack, as well as Sparklets Sparkling Water and Sparkletts ice, and U.S. distribution for Ferrarelle
• Private label manufacturer for 1 gallon and 2.5 gallon bottles for large national retailers
• Provides an additional source of fixed cost leverage within our manufacturing plants
Filtration Services
2014 Revenue: $25mm (2%)
2014 Customer Base: 75k
Retail
2014 Revenue: $136mm (14%)
Source: Cott Management
16
DS Services – Leadership Position in Attractive Growth Categories
Established national direct-to-consumer distribution Network consisting of ~2,200 routes stemming from ~180 depots and 28 manufacturing facilities
Highly diversified customer base
Access to 90% of the U.S. households Customer density enables low cost operations Growing HOD water, OCS and water filtration markets
Source: Beverage Marketing, Packaged Facts, Zenith International, Management estimates, Ernst & Young. 1. Volume indexed to 2010. 2. Filtration 2014 market estimated per management.
B A
Market Leader in Growing Water and Office Coffee Services Categories A
Established National Direct-to-Consumer Distribution Network – Diverse Customer Base and Service Focus B
Market Leader in Brands with Strong Regional Heritage C
Attractive Growing Financial Profile D
Large Opportunity Set of Value Enhancing Acquisitions E
Market Leader in Growing Water and Office Coffee Services Industries
Established National Direct-to-Consumer Distribution Network
2010 2011 2012 2013 2014 HOD OCS Water Filtration
Volume(1) CAGR 2010 – 2014
~5%
~3%
~10% (2)
CAGR
Water, Coffee and Filtration Locations
Coffee and Filtration Locations
Production Facilities
Co-Packer
Water, Coffee and Filtration Coverage
Coffee and Filtration Coverage
17
DS Services – Leadership Position in Attractive Growth Categories continued
Market Leader in Brands with Strong Regional Heritage
C
1. Represents a non-GAAP measure. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and to the appendix of this presentation for a reconciliation to GAAP figures.
$765 $895 $926 $978
2011 2012 2013 2014
($ in millions)
Revenue
$129 $154 $161 $174
2011A 2012A 2013A 2014A
($ in millions)
Adjusted EBITDA (1)
Large Opportunity Set of Value Enhancing Acquisitions
E
Post Synergy EBITDA Multiples of ~3.0x
Market Leader in Growing Water and Office Coffee Services Categories A
Established National Direct-to-Consumer Distribution Network – Diverse Customer Base and Service Focus B
Market Leader in Brands with Strong Regional Heritage C
Attractive Growing Financial Profile D
Large Opportunity Set of Value Enhancing Acquisitions E
Attractive Growing Financial Profile
D
18
A Market Leader in Growing Water Delivery and Office Coffee Services Categories
DS Services ~31%
Nestle ~30%
Smaller Competitors
~39%
Note: 2014 market shares based on management estimates. 1. Source: Beverage Marketing Corporation. Category size of $1.6 billion reflects only bottled water and excludes items such as cooler rent, cups, etc. 2. Source: ‘Coffee sales rise, so do costs: State of the Coffee Service Industry’, Automatic Merchandiser, September 2014.
DS Services ~3%
Remainder of Top 5
~17% Smaller
Competitors ~80%
DS Services has the largest HOD water national presence with access to ~90% of the US households and ~31% market share
Nestle is the other leading player with a ~30% market share but a regional presence
Remaining ~39% of the market is made up of roughly 3,000 regional players
On-trend category with health & wellness, and
environmental focus
2014 Category Size: $1.6bn (1)
2010-2014 Category Growth: ~3% Market Share (volume): ~31%
Water Delivery Services
DS Services is a top 5 player, with top five making up only 20% of the market
Remaining market is highly fragmented
Stable commercial customer base with growth potential from single-cup expansion
2014 Category Size: $4.5bn (2)
2010-2014 Category Growth: ~5%
Market Share: ~3%
Office Coffee Services
19
National Direct-to-Consumer Distribution Network – Covers over 90% of U.S. Households with Low Customer Concentration
Diverse Customer Base – Top Brewed Beverages Customers
Diverse Customer Base – Top Water Delivery Services Customers
3%
4% 5%
6%
4%
# 1 Top 5 Top 10 Top 20 Top 20
% of Water Delivery Services Revenue % of Total DSS Revenue
8%
18% 22%
25%
4%
# 1 Top 5 Top 10 Top 20 Top 20
% of Brewed Beverages Revenue % of Total DSS Revenue
Direct Route-to-Market Overview
Route Service Representatives
Proprietary Routing Technology
Largest HOD bottled water national presence with a footprint that covers ~90% of U.S. households
Leading market positions in most major cities
Provides customers with regular personalized point of contact
~1.5 million customer locations ~30 million deliveries per year
Additional 15+% of route truck cube space available for portfolio expansion
Route optimization software Operates ~2,200 routes stemming
from ~180 depots and 28 manufacturing facilities
Tracks key performance metrics at the route level
DSS’ extensive and diverse customer base demonstrates opportunity to expand and grow combined water and coffee platform
Source: Cott Management FY2014.
Extremely diversified customer base with top 20 HOD water customers accounting for only 4.0% of total revenue
20
National Direct-to-Consumer Distribution Network Supports Improved Customer Retention
Strong customer retention
Marketing efforts focused on targeting stickier customer base through marketing partnership with a large retailer for in store displays, customer list acquisitions and more stringent customer approval standards
Improved Customer Retention (1)
Source: Cott Management. 1. Adjusted year-over-year cooler retention rates exclude the impact of customers that terminated service in the same year they started the service.
Retention Over Time
75%
77%
79%
82% 81%
82%
2009A 2010A 2011A 2012A 2013A 2014A
3.7
3.9 3.9
4.1 4.2
4.3
2009A 2010A 2011A 2012A 2013A 2014A
Adjusted Cooler Retention
Avg. Tenure per Water Delivery Services Customer in Years
21
Sources of New Customers (FY2014)
Source: Cott Management.
Sources of Organic New Customer Additions
22
Selected as the exclusive national partner to market home and office bottled water delivery service to large
retailer’s members (agreement through 2017)
• Has increased consumer awareness of DS products and services
• Expect 70 to 75 in-store events each week (excluding Q4 Holiday Season)
• Have gained approximately 2000 new customers per week from this activity
• Ability to attract higher quality customers, with better retention rates and attractive cost of acquisition
• Retailer customer adds have grown from 4% of total adds in 2012 to 25% in 2014
Capturing Untapped Demand for Bottled Water
DS Retailer Booth Customers
Q1 2015 = 164
In-Store Retail Strategic Relationship
Source: Cott Management.
23
Source: Cott Management.
Dispenser Innovation
24
Share Growth from Market Leading Brands with Strong Regional Heritage
Highly-recognized brands with long lived heritages in both HOD water and OCS
Largest or second-largest HOD water provider in 39 of 43 largest cities
Offers customers products under other leading brands, which include: Ferrarelle and Fiji water, Starbucks Coffee, Keurig Green Mountain, Caribou Coffee, Peet’s Coffee & Tea and Mars Alterra
Customer growth combined with improved consumption and strong pricing driving HOD volume/revenue growth faster than the overall category
Source: Cott Management.
#1
#1
#1
#1 #1
#1
#1
#3
#1 #2
#1
#1 #2
#1
#2
#1
#3
#2
#2
#1
Leadership in Regional Brands DSS HOD Share - Volume
DSS HOD Share - Revenue
29.2% 29.5%
29.7% 30.0%
30.4% 30.7%
2012 2013 Q1 2014 TTM
Q2 2014 TTM
Q3 2014 TTM
Q4 2014 TTM
30.4% 30.9%
31.2% 31.5%
31.8% 32.1%
2012 2013 Q1 2014 TTM
Q2 2014 TTM
Q3 2014 TTM
Q4 2014 TTM
25
An Attractive, Growing Predictable and Dependable Financial Profile
Financial Profile
$129
$154 $161 $174
16.8% 17.2% 17.3% 17.8%
12.0%
17.0%
$-
$50
$100
$150
$200
2011A 2012A 2013A 2014A
Growth across key drivers of revenue
Customer base has grown both organically and via acquisition
Improved pricing through shift to higher revenue products (e.g., OCS) and best-in-class customer service
Business model primarily subscription style / recurring monthly revenue model
Improved EBITDA margin structure
Reformulated energy surcharge in 2012 to pass through majority of future volatility in energy costs
Route Service Representatives (“RSRs”) paid on commission linked to retention, revenue and new customers
Variable commission structure for partnership agreements
Market leading route network and capacity enables additional volume onto existing routes
Predictable maintenance capital expenditures; growth capital expenditures directly linked to net customer growth
Proven ability to grow platform through highly synergistic acquisitions
Acquisition of Standard Coffee in 2012 increased exposure to OCS market
Adjusted EBITDA & Margin (1)
1. Represents a non-GAAP measure. This measure does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to slide 2 of this presentation for more information regarding the use of this measure and the appendix of this presentation for a reconciliation to GAAP figures.
($ in millions)
Revenue
$571 $598 $631 $674
$44 $127 $148 $143
$150
$169 $147 $161 $765
$895 $926 $978
2011 2012 2013 2014
Water Delivery Services Office Coffee Services Other
($ in millions)
Adjusted EBITDA Margin
26
The Sparkling Water Opportunity
Domestic sparkling waters have had their strongest year in recent memory
• After decelerating throughout 2013, domestic sparkling waters began to re-accelerate throughout 2014
• 2Q14 and 3Q14’s mid-19% growth, followed by 4Q14’s strong 22.3% growth contributed to domestic sparkling waters’ strong 17.9% 2014 YE growth
• The average growth over the past 16 quarters has been 12.3%
Source: Beverage Marketing Corp.
Domestic Sparkling Water Volume Growth 2011 – 2014 YE
2011 2012 2013 2014
6.0%
8.5% 8.1%
11.9%
14.2%
11.1%
14.1% 13.9% 13.1%
10.1% 9.9%
4.7%
10.1%
19.3% 19.9%
22.3%
17.9%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
22.0%
24.0%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 YE
12.3% Average Growth
27
The Sparkling Water Opportunity
17oz ice Water 12 Packs sold in HOD & Retail 12 Pack Cans sold in HOD & Retail
17oz Sparkling Water 12 pack sold in HOD 1 Liter Sparkling Water 12 Packs sold in Retail
28
Single-Cup Brewer Growth Opportunity
• Our commercial customer base is largely comprised of small and medium business customers
• National footprint and route density create profitable economics for delivery to small and medium businesses
• Small businesses are more heavily weighted toward pour-over brewing systems, resulting in greater growth potential through penetration of fast-growing single-cup brewers
• Our customer base has single-cup penetration of ~17% versus ~25% in the overall market
Single-Cup Brewer Placements (000’s)
Source: Cott Management
Note: Represents Q4 2012 data; Small Workplace represents employee base of (5-14), Medium Workplace (15-74), Large Workplace (75-249), Jumbo Workplace (250+)
412
634
929 1,004
1,084
1,316
1,489 1,553
1,769
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2006 2007 2008 2009 2010 2011 2012 2013 2014
29
Commercial Water Delivery Cross-Selling Potential
• Approximately 5% of DS Services’ commercial water delivery customers also receive coffee from DS Services
• Nearly all commercial customers provide water and coffee to their employees
• Significant opportunity to leverage single-cup brewer adoption
• Significantly increased presence in coffee with $74 million acquisition of Standard Coffee in 2012
Water Delivery Commercial Ship-To’s December 2014 Commercial Water Delivery Ship-To Customers Purchasing Coffee
% of Commercial Customer Base 4.2% 4.5% 579,924 Total Commercial Water Ship-To’s
Source: Cott Management
30
The AquaCafé: Brewer and Cooler in One
• Single, space-saving footprint for water, coffee and tea
• Easy and intuitive operation
‒ Easy-to-use touchscreen interface on cooler/brewer
‒ Water bottle loads easily in the bottom – no need to lift heavy bottles
‒ Illuminated dispensing area
• Large dispensing area can fill “sports bottles” or carafes
• Brewer’s touchscreen gives options for:
‒ Bold, medium or mild coffee strengths
‒ Small, medium, and large cup sizes
• Supplies quality bottled water for better-tasting coffee
• Targeting existing DS Services water customers
• AquaCafe rolled out to Baltimore, Houston, LA, Seattle, Orlando, Portland, Atlanta and Sacramento in Q4 2014
• ~3,000 units placed to date
• Expanded rollout in 2015 including Boston, NYC, Chicago, San Diego, New Orleans, Phoenix, San Francisco, Dallas, Washington DC, and Philadelphia
Provides efficient, reliable, cost-effective way to provide both bottled water and single-cup coffee
Commercial Residential
Source: Cott Management
(coming soon)
31
• DS has a proven ability to identify and execute both tuck-ins and transformational transactions
‒ Completed 48 acquisitions since 2007, with an average synergy-adjusted multiple of less than 3.0x(1)
‒ Targets have ranged from small tuck-ins to a transformational acquisition (average HOD acquisition
price ~$2.5 million excluding Standard Coffee)
• M&A pipeline of over 15 targets that collectively generate ~$25 million in revenue with post synergy multiples
consistent with historical trend
• Target $10 to $20 million per year allocation of funds for tuck-ins with anticipated $3 - $6 million of
incremental post-synergy EBITDA
Successful Track Record
EBITDA Multiples Paid by DS (PF for Synergies) (1)
Note: $ in millions. 1. Assumes revenues associated with acquired entity in each transaction were applied to DS Services cost model for that period. 2. 2012 included the larger Standard Coffee acquisition.
2.8x
2.0x 2.4x
3.2x 2.8x
3.4x
2.4x
2.8x
2007 2008 2009 2010 2011 2012 2013 2014
No. of
Acquisitions 5 4 4 7 7 5 9 7
Total Cash $28.0 $8.1 $14.7 $33.6 $13.9 $74.6 $7.5 $4.0
(2)
Proven Acquisition Track Record
32
Customer retention is also higher due to the acquisition of “seasoned” customers
Cost per new customer through M&A compares favorably to traditional, organic channels
Acquired customers show higher retention than organically acquired customers
1. Customer acquisition cost index based on cost per acquired customer calculated through third party valuations; includes a total of ~165,000 customers acquired through Abita, O’Premium,
Yosemite, Mt. Olympus and Deep Rock transactions vs. Total 2013 customer acquisition via all organic mechanisms. 2. Retention rates indexed to 100, which equals retention rate of Water Delivery Services customers added organically during relevant time period.
Cost Savings
Increased Route
Density
Improved
Customer Profile
• DS has realized significant cost synergies by rationalizing assets, customer service, IT and other overhead
and back-office functions
‒ Following the Standard Coffee acquisition, DS was able to close 350 mini warehouses in < 90 days,
convert the customer base to Oracle in 120 days and close the Standard headquarters in 5 months
• Synergies realized by combining delivery routes to increase route density
‒ DS was able to eliminate over 100 routes in the Standard Coffee acquisition
Acquired Customers
Show High Retention (2) Cost per Customer Add –
Acquisition vs. Organic
100 100
128
194
0
50
100
150
200
After 1 Year After 3 Years
Organic Through Acquisition
Acquisitions are Highly Accretive to DS
33
North America Business Unit Steve Kitching, President, North America Business Unit
34
Traditional Cott Overview: Efficient Business with Best-in-Class Asset Turnover and a Highly Cash Generative Business Model
• Industry-leading beverage manufacturer and distributor focused on
private label, contract manufacturing and own brands with revenues in
excess of $1.4 billion in our North America Business Unit which provides
procurement and scale leverage
• Leader in private label shelf stable juices and CSD in North
America with a rapidly growing contract manufacturing business
for top tier brand owners and growing positions in attractive
segments (such as sparkling waters, energy, ready-to-drink
alcohol and sports drinks)
• Fully integrated concentrate facility with strong R&D capabilities and
vertical integration with high service, low-cost production model
supplying high quality concentrates
• Customer relationship with leading retailers in the grocery, mass-
merchandise and drug store channels
• Low cost philosophy concentrating on Customers, Costs, Capex
and Cash resulting in a highly cash generative business.
• Highly recognized award-winning services (service awards from Publix,
and Walgreens in North America in 2014 as well as Top 10 private label
supplier for Walmart and selected to be the mixer category captain)
Business Overview
UNITED STATES
CANADA Surrey, BC Calgary, AB
Walla Walla, WA Pointe Claire, QB
Toronto, ON
Dunkirk, NY
E. Freetown, MA
Concordville, PA
Wilson, NC
North East, PA
Fredonia, NY Springville,
UT
St. Louis, MO
Joplin, MO Sikeston, MO
Blairsville, GA
Fontana, CA
San Antonio, TX
Ft. Worth, TX
Tampa, FL
Greer, SC
Columbus, GA
San Bernadino, CA
R&D / Concentrate
Hot Fill
Cold Fill
• Strong beverage manufacturing footprint in US and Canada with strategically located beverage manufacturing and fruit processing facilities providing a substantial competitive advantage to service national and super-regional accounts, with high service levels and low freight costs.
• High quality facilities SQF certified with multiple product and package capabilities offering a diversified product portfolio beyond traditional CSDs
• Efficient and highly utilized facilities producing industry leading asset turnover with low capex demands.
Industry-Leading Manufacturer with Global Footprint
35
High-Quality Facilities with Diversified Capabilities: Improved Business Mix and Reduced Product and Customer Concentration
PET Aluminum
CSD Waters Energy Liquid enhancers
Teas Sports drinks
Juices, cocktails & drinks
Smoothies RTD Alcohol
Product offering beyond traditional shelf stable juices and CSDs in North America
8oz 128oz
8oz
Shots & Enhancers Overwraps
Pouch
Carbonated soft drinks (natural and preserved)
100% shelf stable juices and juice-based products
Clear, still and sparkling flavored waters and new age beverages
Energy products, shots and liquid enhancers
Ready-to-drink teas
Ready-to-drink alcohol beverages
Sports products
Dilute-to-Taste (DTT) and beverage concentrates
Diversified Manufacturing Capabilities
Solutions in Every Major Beverage Segment
Package Sizes and Capabilities
Fridge Packs
36
Q1 2015 North America Category Summary: Establishing a Broader / More Stable Category Profile
Q1 2015 North America Business Unit Volumes
1. Other includes growth areas of energy and concentrate as well as case pack water, which the business unit has been exiting.
2. The North America Business Unit doubled its contract manufacturing volume adding an additional 8 million servings equivalent cases in Q1 2015 relative to Q1 2014.
Source: Cott Management.
37
National Brand Pricing Environment
Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015
2 Liter Price $ 1.05 $ 1.15 $ 1.20 $ 1.10 $ 1.13
12-Pack Price $ 3.35 $ 3.38 $ 3.29 $ 3.63 $ 3.60
Source: Cott Management. (1) Cott Management estimate in retail locations in which Cott CSD products and packages are present.
Cott CSD Percentage Volume Decline Over Last Five Quarters
Average National Brand Pricing(1)
• CSD volume improvement ended in Q1 2015. Increased promotions were seen over the Memorial Day weekend with $2.50 12 ounce 12 packs and environment continues to be competitive.
38
Sparkling Water / Mixer Category – Increasing Presence in Growing “Good-for-You” Beverage Categories
Volume Share of Total Cott North America Business Unit Revenue Share of Cott North America Business Unit
10.8% volume growth in Q1 2015 vs. Q1 2014
Source: Cott Management.
• Cott has continued to grow its sparkling water / mixer portfolio noting that the category represents between 20 – 25% of both volume and value of the North America Business Unit and is represented within all channels including private label, value brands and contract manufacturing.
39
Significant Growth Potential in Contract Pack – Supports Growth and Asset Utilization
Source: Cott management 1. Industry and Cott profit pool calculated based on $0.50 profit per case. 2. Industry volume is a management estimate based on manufacturing capabilities.
Opportunities (1), (2)
Co-Pack Advantages Recent Wins
Cott Contract Manufacturing Performance Over 110% Growth in 2014
Limited commodity exposure drives stable margin contribution
Provides gross margins that are consistent with Cott’s historical rates
Brand owners normally supply the ingredients and packaging materials
Lowers working capital requirements and improves line efficiency rates
Capitalizes on outsourcing trends by brand owners
Increases asset utilization
Expanded North America co-pack cases from ~21 million to ~45 million from fiscal 2013 to fiscal 2014
Recent customer wins:
Ready-to-Drink Teas
Hot Fill Drinks
Shelf-Stable Juice
Ready-to-Drink Alcohol Can
Energy Drinks
CSD Food Service
Three year goal of growing contract manufacturing business by 50-80 million serving equivalent cases by 2017 Substantial room for Cott to grow
Current Co-Pack Market Cott’s Current Share of Co-Pack Market at 1Q15
(mm) (mm)
Serving equivalent case growth
53
$27
Cott (Volume) Cott (Profit Pool)
800
$400
Industry (Volume) Industry (Profit Pool)
40
Source: Cott Management.
Contract Manufacturing Modeling Data Per 8oz Equivalent Case (Serving) – Q1 2015 Example
Co-pack revenue per case varies significantly by customer from tolling (leverage of labor) to full contract
manufacturing (inclusion of I&P and other services).
Co-pack volume is generally more efficient in our plants due to the nature of long runs which generate better
leverage on our cost base
Our non Co-pack business will have greater working capital requirements as well. For example, we will harvest
fruit seasonally, process and store for months before placing in finished goods
On a net basis, Co-pack provides stability to the margins in our business as it is contracted for longer periods
than our traditional non Co-pack business
Q1 2015
North America North America Co-Pack vs.
All Other Co-Pack All Other
Revenue / 8oz equiv. case $2.10 $1.50 ($0.60)
Contribution Margin $ / 8oz equiv. case $0.50 - $0.55 $0.45 - $0.50 ($0.05)
Gross Margin 12% - 15% 12% - 15% Similar
41
Supply Chain Provider of Choice – Integration of Supply Chain Increasingly Provides Competitive Advantage
Cott aims to be the supply chain provider of choice for retailers and brand owners with a high
level of coordination with customers in areas such as supply chain, product development and
customer service
Source: Cott Management.
Partner closely with customers on supply chain planning and execution to:
Minimize freight costs
Provide superior manufacturing expertise and one-stop sourcing
Reduce working capital requirements
Increase in-store product availability
Warehousing and distribution center services
Product Innovation and
Development
Vertically-Integrated, Low-
Cost Production Platform Supply Chain Logistics
Work as partners with customers on new product and concentrate development and packaging designs
High product quality & blind taste preference scores
Provide market expertise and knowledge of category trends
Fully integrated concentrate facility with strong R&D capabilities
Offer customers dedicated, full-service, vertically integrated, low-cost production
Produce multiple SKUs and packages on production lines
Multiple sites and locations
Proven track record with key customers of maintaining high service levels
All facilities QSF level 3 certified
42
Building Value Through Cost Down Initiatives
Packaging Interplant Transfers
Warehouse Projects
Plant Projects
CC + I
• In the second half of 2014, the North America Business Unit initiated a three-year cost savings program “War on Waste” to take $30 million of costs out of the business through the middle of 2017.
• Through the first three quarters of the program, approximately $8.5 million has been achieved.
Source: Cott Management
43
Key Takeaways
CSD Pricing Environment
Overall market remains competitive. Promotional pricing is favorable to last year. Recent signs of renewed/increased promotional pricing.
Contract Manufacturing and Other Category Growth
Growth helps offset CSD decline and supports a more stable volume environment.
Gross Margins Approximately 100bps of margin growth opportunity over 2015/ 2016 through volume stability/growth and cost down initiatives.
Cost Reduction War on Waste targeted to provide $30 million of cost savings over three years.
Low Capex Needs Drives high asset turnover and cash flow generation.
EBITDA More stable business profile provides opportunity for stability.
44
Q&A
45
Appendix
46
Non-GAAP Reconciliation DS Services Adjusted EBITDA
See slide 2 for additional information on non-GAAP measures
($ in millions) Year Ended December '11A - '14PF
2011A 2012A 2013A 2014A Adj. 2014PF CAGR
Net Income (Loss) ($15) ($41) ($49) ($59) $30 ($30)
Income Tax Expense (Benefit) (10) (1) (8) (4) 27 23
Interest Expense, Net 77 89 93 78 (5) 73
Accumulated Dividends on Preferred Shares - - - 15 - 15
Depreciation & Amortization 63 71 87 118 - 118
EBITDA $115 $118 $122 $148 $51 $199
Acquisition Costs and Adjustments 4 8 2 - - -
Refinance-related Costs 2 4 22 - - -
Loss on Disposal of Assets - 1 5 2 - 2
Stock Option Compensation Expense 2 2 2 - - -
Legal Settlement Costs - - 2 - - -
Monitoring Fees - - 1 - - -
Class Action Legal Costs - - 1 - - -
Pro Forma Acquisition Costs - 6 2 - - -
IPO Costs - - - (27) - (27)
Other (Primarily Acquisition Travel) - 0 0 - - -
Other (Income) Expense (1) 7 0 - - -
Other Adjustments 6 4 0 - - -
Adjusted ESC Fee - 5 - - - -
Adjusted EBITDA $129 $154 $161 $123 $51 $174 10.7%
Adjusted EBITDA (% Margin) 16.8% 17.2% 17.3% 17.8%
Revenue $765 $895 $926 $978 8.5%
47
Non-GAAP Reconciliation Cott Combined Historical Adjusted EBITDA
See slide 2 for additional information on non-GAAP measures
($ in millions) Traditional DSS DSS Total Traditional Total Traditional Total
Cott DSS Financing Acquisition DSS Cott Cott DSS Cott Cott DSS Cott
2014A 2014A Adj. Adj. Adj. 2014A PF 2014A 1Q15 1Q15 PF 1Q15 1Q14 1Q14 PF 1Q14
Revenue $2,121 (1) $978 (2) $0 $0 $978 $3,099 $470 $240 $710 $475 $231 $706
ESC Dollars - - - - - - - (8) (8) - - -
Adjusted ESC Dollars - - - - - - - 9 9 - - -
Deferred Revenue Adjustment - - - - - - - 1 1 - - -
Adjusted Revenue, Net $2,121 $978 $0 $0 $978 $3,099 $470 $242 $712 $475 $231 $706
Cost of Sales 408 100 509 419 95 514
Gross Profit $61 $140 $201 $56 $135 $192
Purchase Accounting Adjustment for Inventory - 3 3 - - -
Adjusted Gross Profit $61 $145 $207 $56 $135 $192
% Margin 13.1% 59.9% 29.0% 11.8% 58.7% 27.1%
Net Income (loss) Attributed to Cott Corporation $16 (59) 3 26 (30) (14) $6 ($12) ($6) ($4) ($10) ($14)
Interest Expense, Net 39 78 (78) 73 73 111 20 7 28 10 15 25
Intercompany Interest Expense - - - - - - (11) 11 - - - -
Income Tax (Benefit) Expense (60) (4) 2 25 23 (37) (2) (7) (9) (1) (5) (5)
Depreciation & Amortization 106 118 - - 118 224 27 30 57 25 28 53
Net Income Attributable to Non-Controlling Interest 6 - - - - 6 1 - 1 1 - 1
Accumulated Dividends on Preferred Shares 1 15 - - 15 16 4 - 4 - - -
EBITDA $107 $148 ($73) $124 $199 $306 $46 $29 $75 $32 $28 $60
Restructuring and Asset Impairments 4 - - - - 4 - - - 4 - 4
Bond Redemption and Other Financing Costs 25 - - - - 25 - - - 1 - 1
Tax Reorganization and Regulatory Costs 1 - - - - 1 - - - 0 - 0
Acquisition and Integration Costs, Net 41 - - - - 41 2 3 5 1 1 2
Purchase accounting adjustments, net - - - - - - - 4 4 - - -
Sale Transaction and IPO Related Costs, Net - (27) - - (27) (27) - - - - - -
Other adjustments - - - - - - - - - (4) 4 0
Unrealized Commodity Hedging Loss, Net 1 - - - - 1 (0) (0) (0) - - -
Unrealized Foreign Exchange (Gain) Loss, Net (1) - - - - (1) (11) - (11) 1 - 1
Realized Loss on Disposal of PP&E 4 2 - - 2 6 0 1 2 0 - 0
Adjusted EBITDA $183 $123 ($73) $124 $174 $357 $37 $37 $74 $35 $33 $68
% Margin 8.6% 12.6% 17.8% 11.5% 7.8% 15.3% 10.4% 7.3% 14.2% 9.6%
1. GAAP Traditional Cott revenue comprises $2,103mm Cott revenue for FY2014 less $29mm of DS Services revenue after the acquisition from 12/13/2014 to 1/3/2015 plus Aimia Foods revenue of $47mm from 1/1/2014 to 5/30/2014 prior to the acquisition by Cott.
2. GAAP DS Standalone revenue comprises $950mm of DS Services revenue prior to the acquisition from 12/28/2013 to 12/12/2014 and $29mm of revenue from 12/13/2014 to 1/3/2015 after the acquisition.
48
Non-GAAP Reconciliation 2014 Pro Forma Leverage
See slide 2 for additional information on non-GAAP measures
($ in millions) 2014PF Excluding Preferred Shares Adjusted EBITDA $ 357 $ 357 6.75% Senior Notes due 2020 625 625 10.00% Senior Secured Notes due 2021 (1) 406 406 New Term Loan / Note - - 5.25% Senior Notes due 2022 525 525 ABL Facility 229 229 GE 8 8 Capital Leases and other 5 5 Less letter of credit (2) (29) (29) Total debt 1,769 1,769 Preferred shares 149 - Less Cash (86) (86) Net Debt $ 1,831 $ 1,682
Leverage (Net Debt / Adj. Ebitda) 5.1 4.7 (1) Includes fair value premium of $55.6 million. (2) In connection with the DSS Acquisition, $29.4 million was required to cash collateralize certain DSS self-insurance programs. The $29.4 million was funded with borrowings against our ABL facility, and the cash collateral is included within prepaid and other current assets on our Consolidated Balance Sheet at January 3, 2015. Subsequent to January 3, 2015 letters of credit were issued and the cash collateral was returned to the Company, which was used to repay a portion of our outstanding ABL facility.
49
Non-GAAP Reconciliation Estimated Interest Coverage
See slide 2 for additional information on non-GAAP measures
($ in millions)
2015E Excluding Preferred
Shares
Adjusted EBITDA $ 359 (1) $ 359 (1)
6.75% Senior Notes due 2020 $ 42 $ 42
10.00% Senior Secured Notes due 2021 $ 35 $ 35 New Term Loan / Note $ - $ -
5.25% Senior Notes due 2022 $ 28 $ 28
ABL Facility $ 4 $ 4
Preferred Shares $ 14 $ -
GE $ 0 $ 0
Capital Leases and other $ 0 $ 0
Cash Interest $ 124 $ 110
Def Fin Fees $ 5 $ 5
Premium $ (6) $ (6)
Interest Expense $ 123 $ 109
Interest Coverage 2.9 3.3
(1) Represents Bloomberg Consensus as of June 2015.
50
Non-GAAP Reconciliation Cott Adjusted Free Cash Flow and Adjusted Free Cash Flow Yield
See slide 2 for additional information on non-GAAP measures
($ in millions) Year Ended December
2011A 2012A 2013A 2014A
Net Cash Provided By Operating Activities $164 $173 $155 $57
Less: Capital Expenditures (49) (70) (55) (47)
Free Cash Flow $115 $103 $100 $10
Bond Redemption Cash Costs - - 10 21
53rd Week Interest Payment 2022 Notes - - - 15
DSS Acquisition Related Cash Costs - - - 32
Cash Collateral (1)- - - 29
Adjusted Free Cash Flow (2)
$115 $103 $110 $107
Equity Market Capitalization (as of 1/3/2015) 652
Adjusted Free Cash Flow Yield 16%
1. In connection with the DSS Acquisition. $29.4mm was required as collateral.
2. Includes $5.6mm of DSS's free cash flow from the acquisition date.