Goldman Sachs Global Consumer Staples Forum May 9, 2017 Safe Harbor - - PowerPoint PPT Presentation

goldman sachs global consumer staples forum may 9 2017
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Goldman Sachs Global Consumer Staples Forum May 9, 2017 Safe Harbor - - PowerPoint PPT Presentation

Goldman Sachs Global Consumer Staples Forum May 9, 2017 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


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Goldman Sachs Global Consumer Staples Forum May 9, 2017

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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, anticipated market trends, and the execution

  • f the Company’s strategy. 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; and (4) 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

  • nly 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 December 31, 2016. 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, leverage and adjusted free cash flow 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. With respect to our expectations of performance of S&D and Eden as they are being integrated, reconciliations of first year free cash flow accretion and adjusted free cash flow accretion are not available, as we are unable to quantify certain amounts that would be required to be included in the relevant GAAP measures without unreasonable effort. We expect that the unavailable reconciling items, which primarily include transaction and integration costs and phasing of capital expenditures, could significantly affect our financial results. These items depend on highly variable factors and any such reconciliations would imply a degree

  • f precision that would be confusing or misleading to investors. We expect the variability of these factors to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

Safe Harbor Statements

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Management Attendees

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Jerry Fowden Chief Executive Officer Jarrod Langhans Head of Investor Relations

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A Diversified Beverage Company Focused on Better-For-You Products and Broad Channel Penetration

The Company operates through two major business segments:

  • Water and Coffee Solutions (“WCS”) Platform: provides bottled water, coffee, tea and water filtration services to customers across 20
  • countries. Segment includes DS Services, Aquaterra, Eden Springs and S&D business lines
  • Growing products and channels associated with “Better-for-You” beverages including leading, scale platforms in home and office

water delivery, coffee, tea and filtration services within North America and Europe

  • Large categories with low single digit growth across HOD Water, Custom Coffee Roasting and Tea Blending
  • Over 2.3 million customers providing a diverse customer base
  • Traditional Cott: produces beverages on behalf of retailers, brand owners and distributors. Focus on cash generation and cash extraction

to grow our WCS platform and deleverage.

  • Volume stability through value-added and sparkling water product category growth and growing contract manufacturing channel
  • ffsetting sugar sweetened beverage (“SSB”) (Carbonated Soft Drinks “CSDs” and Shelf Stable Juices “SSJs”) market declines
  • Customer base includes the world’s leading brand owners and retailers in the grocery, mass-merchandise and drug store channels

___________________________ Note: Financials based on FY 2016. Source: Company information, Management estimates. Terms: Home and Office Delivery (“HOD”). Other product category includes concentrates, filtration services and other. Sparkling waters includes mixers. (1) 2016 Pro forma Adjusted EBITDA allocated based upon pro-rata 2016 revenues by product category and channel between DS Services (HOD Water, OCS, Water and Other), Traditional Cott (CSD, Juice/Juice Drinks, Sparkling Waters and Other), Eden (HOD Water, OCS, Water and Other) and S&D (Coffee & Tea). (2) Corporate costs allocated based upon management estimates

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Pro Forma 2016 (1) Adjusted EBITDA

CSD 11% Juice/Juice Drinks 8% Sparkling Water 8% HOD Water 34% Water 8% Coffee & Tea 18% Other 13% Private Label Retail 27% Branded Retail 10% HOD Water 34% Foodservice 5% Convenience Retailing 2% Distribution 4% OCS 5% Contract Packaging 7% Other 6%

Product(1) Channel(1)

Cott is a leading provider in the direct-to-consumer beverage services industry with 2017 projected sales of over $3.7 billion and strong free cash flow growth.

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With a Track Record of Financial Growth Alongside the Diversification

___________________________ Source: Company information, Management estimates

($ in millions)

Adjusted EBITDA Net Revenue

$2,103 $2,944 $3,236 ~$3.7B 2014 2015 2016 2017E $180 $357 $373 2014 2015 2016

($ in millions)

Scale revenue player supports operational and procurement leverage with low customer concentration Expected Mid teen compound growth in free cash flows 2016 to 2019 Doubling of EBITDA over 3 year period

Adjusted Free Cash Flow

$107 $134 $150 $155 - $175 2014 2015 2016 2017E

($ in millions)

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Cott’s Vision – To Become the Leading North American and European Water, Coffee, Tea and Filtration Service Provider Within Home and Office Delivery, Foodservice, Convenience and Hospitality

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  • 2% to 3% Organic Growth Within Our Water and Coffee

Solutions Segment

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  • Accretive Small HOD Water, OCS and Filtration Tuck-In

Acquisitions in North America and Europe

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  • Synergy Capture and Integration Within Our Water and Coffee

Solutions Businesses

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  • Maintain Free Cash Flow Generation and Optimize Cash

Extraction From Our Traditional Business

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  • Strengthening Balance Sheet Through Strong Compound Free

Cash Flow Growth, Interest Reduction, and Deleveraging

Vision Drives Shareholder Value Creation Via: Leading North American and European Water, Coffee, Tea and Filtration Service Provider With Higher Margins and Compound Growth in Revenue and Free Cash Flow

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Key Investment Highlights

Diversified Beverage Platform (low product, channel and customer concentration)

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“Better-for-You” Product Offerings (positioned against growing categories)

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Leading International HOD Platform (multiple accretive tuck-in opportunities)

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Strong Free Cash Flow Generation and De-leveraging (mid teen compound annual growth in adjusted free cash flow)

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Recent Scale Acquisitions (meaningful synergies/cost savings opportunities)

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Better For You 68% Other 32%

___________________________ (1) Corporate costs allocated based upon management estimates. Adjusted EBITDA is a non-GAAP financial measure. See appendix for reconciliation (2) Other product category includes concentrates, filtration services, energy and other. Sparkling water includes mixers. Better For You platform includes HOD Water, OCS, Coffee & Tea, Water and Sparkling Waters / Mixers Source: Company information, Management estimates

Channels Better For You(2) Products 2016 Pro Forma Adjusted EBITDA(1)

Diversified Beverage Platform With Low Product, Channel and Customer Concentration Increasingly Focused on Growing Categories of Water, Coffee, Tea and Filtration

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CSD 11% Juice/Juice Drinks 8% Sparkling Water 8% HOD Water 34% Water 8% Coffee & Tea 18% Other 13% Private Label Retail 27% Branded Retail 10% HOD Water 34% Foodservice 5% Convenience Retailing 2% Distribution 4% OCS 5% Contract Packaging 7% Other 6%

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1.4 1.5 1.6 1.8 1.9 2.1 2015 2016E 2017E 2018E 2019E 2020E CAGR: 9.0% 337 339 352 362 394 422 819 835 852 863 891 916 1,156 1,174 1,204 1,225 1,285 1,338 2010 2011 2012 2013 2014 2015 DSS Other CAGR: 3.0%

___________________________ (1) Includes roasted, single-cup, instant, ready-to-drink and cold-brew, and refrigerated cold-brew / concentrate U.S. coffee retail sales at current prices; projections exclude refrigerated cold-brew / concentrate coffee retail sales. Excludes wholesale net revenue (2) Includes canned / bottled, refrigerated, bagged / loose leaf, and single-cup U.S. tea sales at current prices. Excludes wholesale net revenue

“Better-For-You” Product Offering Increasingly Positioned Against Growth Categories

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HOD Water Category Out of Home Coffee(1) Filtration Market Hospitality Tea(2)

HOD Water Volume (gallons in millions) Point of Use Units (units in millions) ($ in billions) ($ in billions)

Source: Beverage Marketing Corporation, The Automatic Merchandiser Source: Zenith International

$7.9 $9.5 $10.7 $11.3 $11.9 $12.9 $13.9 $14.9 $15.8 $16.6 $17.5 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2020E $5.5 $5.7 $6.1 $6.3 $6.7 $7.1 $7.3 $7.6 $7.9 $8.2 $8.5 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2020E

Source: Mintel Group, Ltd. Source: Mintel Group, Ltd.

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Eden geographic presence BWC water position(3)

Eden

4% Other 89% Eden 20% Company A 3% Company B 3% Next 5 13% Other 61% Company A 6% DS Services ~31% Nestle ~30% Smaller Competitors ~39% DS Services ~3% Remainder of Top 5 ~17% Smaller Competitors ~80%

HOD Water(1) OCS(2) HOD Water OCS

___________________________ Note: 2015 market shares based on management estimates; market share figures represent regional market share (1) Source: Beverage Marketing Corporation. Category size of $1.7 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 2015 (3) BWC represents total bottled water coolers but is not a market in and of itself as the HOD water business consists of coolers, bottled water as well as other products such as case pack water and single serve products Source: Company information, Management estimates

Leading International HOD Platform With Regional Scale and Multiple Accretive Tuck-in Opportunities

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DS Services – U.S. Market Leader Eden Springs – European Market Leader

3 1 1 1 1 1 1 2 2 2 2 1 1 2 1 2 2

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Portugal Spain France Switzerland Germany UK Netherlands Denmark Norway Sweden Finland Estonia Latvia Lithuania Russia Israel Poland

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Strategic Rationale Cost Synergies

  • Scales business and meaningfully

enhances margin profile

  • Diversifies product mix and improves

growth

  • Broadens channel mix
  • Meaningful synergies and new

revenue opportunities generated from new channel and new routes to market

  • Expected to generate $25mm of

synergies over 3 years

  • $21mm of $25mm realized to-date
  • Expected to achieve run-rate

synergies by the end of FY2017

  • Improves product and channel mix,

while reducing exposure to “Big Box” retail and input costs

  • Creates an international HOD

platform with leading market share across all regions, with significant consolidation opportunities

  • Increases scale, margin and growth

profile

  • Provides scaled growing coffee and

tea production and delivery platform

  • Furthers Cott’s platform

diversification strategy across multiple products and channels

  • Significant synergies with existing

coffee business

___________________________ (1) Eden Springs synergies converted from EUR to USD using 1.102 Source: Company information, Management estimates

Recent Acquisitions Provide Meaningful Cost Savings Opportunities

($ in millions)

  • Eden Springs and S&D Coffee acquisitions are expected to generate total

cost synergies of $23mm(1) by 2020 $4 $12 $21 $23 2017 2018 2019 2020

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$155 - $175 $225 - $275(3) 2017E 2019E

Strong Free Cash Flow Generation and Compound Annual Growth in Adjusted Free Cash Flow Supports Rapid De-Leveraging

Full-year impact and associated free cash flow from Eden Springs and S&D Coffee & Tea

~$23mm of synergy generation from Eden Springs and S&D Coffee & Tea as these businesses become fully integrated

Maintain free cash flow generation and optimize cash extraction from our traditional business

Organic growth of 2% to 3% from our Water, Coffee & Tea service businesses

Continue to execute-on highly accretive, synergistic and deleveraging tuck-in acquisitions in the HOD water, office coffee and filtration industries

Opportunistically refinance high coupon debt at lower rates and better terms in 2017, subject to market conditions

___________________________ (1) Adjusted free cash flow calculated as cash flow from operations (excluding acquisition, integration and transaction costs) less capital expenditures (2) See appendix for adjusted free cash flow reconciliation (3) Calculated using foreign exchange rates as of August 2016. Source: Company information

($ in millions)

Adjusted Free Cash Flow (1) Free Cash Flow Drivers Adjusted Free Cash Flow (1)(2)

($ in millions)

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$107 $134 $150 $155 - $175 2014 2015 2016 2017E

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High 4x(1) ~3.0x PF2016 2017E 2018E 2019E Long-term net leverage target

(1) Pro Forma Leverage subsequent to closing Eden Springs and S&D Coffee and Tea in August 2016. See modeling deck presented August 17, 2016. Source: Company information

  • Proven track-record of quickly deleveraging after acquisitions
  • Significant free cash flow conversion allows for accelerated deleveraging
  • Additional deleveraging through cash extraction from traditional business (e.g. sale leasebacks, tight capital

control, various monetization options)

  • Capital deployment strategy assessed upon reaching 3x range

Strong Free Cash Flow Generation and Compound Annual Growth in Adjusted Free Cash Flow Supports Rapid De-Leveraging - Continued

Pro Forma Net Debt to Adj. EBITDA

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  • Highly diversified product, package and channel mix.
  • Strong and growing adjusted free cash flow that drives returns to shareholders through a more balanced scale

business with a goal of $225 plus million in adjusted free cash flow by the end of 2019.

  • Rapid deleveraging results in transfer of value from debt to equity holders.

Strong Free Cash Flow Generation and Compound Annual Growth in Adjusted Free Cash Flow Supports Rapid De-Leveraging - Continued

Shareholder Value Creation Via: Leading North American and European Water, Coffee, Tea and Filtration Service Provider With Higher Margins and Compound Growth in Revenue and Free Cash Flow

9.5% 7% 5% 4% Cott High Cash Flow Consumer Bottlers Route Based Services

Note: Adjusted free cash flow yield defined as cash flow from operations less capital expenditures / market capitalization. Market data as of December 31, 2016 (Cott share price: $11.33). (a) High cash flow consumer peer group includes B&G Foods, Campbell, Pinnacle Foods, Post Holdings, JM Smucker, Snyder’s-Lance, Spectrum Brands and TreeHouse Foods (b) Bottlers peer group includes National Beverage, A.G. Barr, Britvic, Coca-Cola Amatil, Coca-Cola European Partners and Coca-Cola Femsa (c) Route base services peer group includes G&K Services, Unifirst, ABM Industries, Chemed, ServiceMaster, Cintas and Aramark Source: Company filings, Factset

(a) (b) (c)

FREE CASH FLOW YIELD

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Questions and Answers