CIBC Eastern Institutional Investor Conference

Transcription

1 CIBC Eastern Institutional Investor Conference September 7, 07

2 Safe Harbor Statements Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 7A of the Securities Act of 933, Section E of the Securities Exchange Act of 934 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 the use of proceeds, the anticipated timing of the recently announced sale of the Traditional Business (the Transaction ), the completion of the Transaction on the terms proposed, the potential impact the Transaction will have on Cott, and the execution of our strategic priorities. The forward-looking statements are based on assumptions regarding management s current plans and estimates. Factors that could cause actual results to differ materially from those described in this presentation include, among others: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Cott s and Refresco s ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain regulatory approvals; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; the risk that disruptions from the Transaction will harm Cott s business; and the effect of economic, competitive, legal, governmental and technological factors on Cott s business. 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 0-K for the year ended December 3, 06 and its quarterly reports on Form 0-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. 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 Transaction. The non-gaap financial measures described above 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 reflect 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 copy of this presentation may be found on

3 Management Attendees Jay Wells Chief Financial Officer Jarrod Langhans Vice President, Investor Relations

4 Agenda Transaction Overview The New Cott Investment Highlights HOD Overview Foodservice Coffee & Tea Overview Q&A 3

5 Transaction Overview

6 Overview of the Transaction Cott and Refresco have entered into an agreement whereby Cott will sell its Traditional Business to Refresco for USD $.5 billion an all cash transaction. Sale Highlights The Traditional Business includes the manufacturing and distribution of carbonated soft drinks, shelf stable juices, sparkling water and mixers with a focus on private label and contract manufacturing across North America, the U.K. and Mexico. The transaction excludes the Royal Crown International division and its associated concentrate facility, the Aimia Foods division and the Water and Coffee Solutions Operating Segment. Use of Proceeds All cash transaction of ~$.5 billion USD will be used for de-leveraging, transaction costs, and general corporate expenses. Timing Expected to close second half 07, subject to Refresco shareholder and regulatory approval. Cott shareholder approval is not required. 4

7 Transaction Rationale Focus on Growth Categories Focus Cott on water and coffee categories that are aligned with health and wellness trends and are forecasted to grow at a low single-digit rate Focus on Market Share Expansion Home-and-office delivery ( HOD ) and foodservice channels remain fragmented compared to conventional retail Leading market share in the North American and European HOD channel Reduced Volatility HOD and foodservice channels have low customer concentration with limited pricing pressure and sales impact Reduced Leverage Transaction reduces leverage to less than 3.5x net debt to 07 estimated pro forma adjusted EBITDA (excluding Traditional Business) Creates balance sheet capacity for further accretive acquisitions Resource Allocation Investment dollars and management time will be focused on the higher growth water, coffee, tea, filtration and foodservice businesses 5

8 The New Cott

9 The New Cott Leading North American and European water, coffee, tea and filtration service provider within HOD, foodservice, convenience and hospitality Leader in HOD Water and Office Coffee Services ( OCS ) in North America and Europe Leader in Foodservice Coffee & Tea in the U.S. 5 Manufacturing Sites and Over 370 Branch Distribution and Warehouse Facilities Across North America and Europe 07E Pro Forma Sales: ~$.bn () 07E Pro Forma Adjusted EBITDA: ~$85-$95mm () (including Corporate charges (4) ~$30-$35mm) Route Based Services (North America and Europe) Coffee, Tea & Extract Solutions (U.S.) All Other (U.K. and Int l) 07E Pro Forma Sales 07E Pro Forma Sales 07E Sales ~68% ~7% ~5%.3mm Customers Served Annually Across the U.S., Canada, 7 European Countries and Israel 07E Adj. EBITDA Margin 07E Adj. EBITDA Margin 07E Adj. EBITDA Margin ~7-8% Margin () ~7-8% Margin ()(3) ~0-% Margin () Widespread Direct-to-Consumer Network with Over,500 Routes. () Full year estimate of the retained business. () Excludes corporate allocations. (3) +9% by 00 after synergies assuming constant coffee pricing. (4) Corporate costs include estimates for transition service agreements, stand alone concentrate plant and review of corporate costs associated with the remaining business. 6

10 Improved Growth Rate and Margin Revenue Growth Leveraged to growing categories of water and coffee Adjusted EBITDA Margin Higher value proposition with last mile delivery '6 - '7E '6 - '7E '6 '6 Historic Pro Forma Cott ()() New Cott ()(3) Historic Pro Forma Cott ()() New Cott ()(3) Source: Company information. () Represents Cott business assuming full year operations with no transaction. () 06 is pro forma for a full year of Eden Springs and S&D Coffee and Tea. (3) Represents the remaining business post transaction as if the remaining business was in existence as of the beginning of 06. 7

11 Leading Platforms Across Products and Geographies Balanced product portfolio across North America and Europe Chocolate % Filtration % 06 Sales by Product 06 Sales by Channel Concentrates % Other 3% Retail water 0% Contract Packaging % Other 4% Foodservice 6% () Coffee / Tea 36% HOD water 46% HOD 45% OCS 9% France % Israel 5% U.K. 8% 06 Sales by Geography Poland % Other 7% () Filtration % Retail % Source: Company information. () Foodservice includes the Foodservice, Convenience Retailing and Distribution channels. () Includes RCI s sales and other European countries with sales concentration less than.5%. U.S. 76% 8

12 Value Creation Strategy Become the leading North American and European Water, Coffee, Tea and Filtration Service Provider Within HOD, Foodservice, Convenience and Hospitality Target % - 3% Revenue Growth Strengthened balance sheet that supports accelerated organic and acquisition based investment 3 Continuation of our value-creating tuck-in strategy 4 Further synergy capture across our multiple platforms 5 Potential for re-rating or multiple lift from shifting to focused growth profile Drives Shareholder Value Creation Leading North American and European Water, Coffee, Tea and Filtration Service Provider With Compound Growth in Revenue and Free Cash Flow 9

13 Investment Highlights

14 Investment Highlights LEADER IN HOD AND FOOD SERVICE COFFEE AND TEA Largest HOD Water and OCS platform in the U.S., Canada and Europe Significant presence in coffee and tea foodservice distribution in the U.S. GROWING PRODUCT CATEGORIES Water and coffee on trend with category growth rates, translating to -3% top line growth SIGNIFICANT SCALE AND LOCAL MARKET DENSITY Largest national presence within HOD, creating a cost advantage vs. peers Last mile solution with cross-selling opportunities COST SAVING OPPORTUNITIES TO DRIVE MARGINS Meaningful cost synergies from recent M&A through 00 STRONG FREE CASH FLOW Strong cash flow generation to fund deleveraging, dividends and future M&A 6 M&A PLATFORM ACROSS MULTIPLE PRODUCTS & GEOGRAPHIES Ability to acquire in multiple product categories and geographies at attractive multiples Track record of capitalizing on significant synergies Highly experienced management team 0

15 Leader in Home and Office Delivery and Foodservice Coffee and Tea Leading provider of HOD, water, coffee, tea and filtration services provider across 0 countries Leader in HOD Water Delivery Smaller Competitors ~39% Canadian Market Leader Oldest and largest HOD Water business with a leading position and over 70,000 customers DS Services ~3% U.S. Market Leader Top 5 in OCS HOD Water () OCS () Leader in Coffee & Tea Foodservice with ~0% share DS Services ~3% Other 6% European Market Leader Leader in HOD Water Delivery # in OCS HOD Water (3) OCS (3) Eden 0% Company A 3% Company B 3% Next 5 3% Other 90% Company A 6% Eden 4% Nestle ~30% Smaller Competitors ~80% Remainder of Top 5 ~7% Source: Company information, Management estimates. Note: 05 market shares based on management estimates.. Source: Beverage Marketing Corporation. Category size of $.7 billion and reflects only bottled water and excludes items such as cooler rent, cups, etc.. Source: Coffee sales rise, so do costs: State of the Coffee Service Industry, Automatic Merchandiser, September Company information.

16 Growing Product Categories Expected growth rates for our water, coffee and foodservice businesses, translating to -3% overall top-line growth Building an Attractive Platform with Potential to Build Multiple Leadership Positions Acquired Dec 04 Acquired Jan 06 Acquired Aug 06 Acquired Aug 06 HOD U.S. water HOD Europe water Water filtration Out of home coffee and tea 7E- 0E CAGR 3% +% 4+% 3+% Source: Company estimates of market growth.

17 3 Significant Scale and Local Market Density Scale and scope of distribution network enables important strategic relationships Increased ability to add volume onto existing operations with minimal incremental costs Diverse offerings enable significant cross-selling opportunities, leading to higher revenue per customer Direct-to-consumer network supports small, medium and large national accounts directly Eden Geographic Presence Portugal 3 Spain Norway Sweden Denmark UK Netherlands Germany Luxembourg France Switzerland Israel BWC Water Position () Source: Company information, Management estimates.. BWC represents total bottled water coolers but is not a market segment 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. Poland Finland Estonia Latvia Lithuania Russia 3

18 4 Cost Saving Opportunities to Drive Margins Cott s acquisitions successfully scaled the business and meaningfully enhanced its margin profile by diversifying its product mix, delivering meaningful cost savings, and improving growth Advantageous purchasing power due to scale and breadth of operations Minimal incremental costs associated with new customers given ability to seamlessly add volume onto existing operations Savings from combination of common systems and back office SG&A; procurement savings associated with scale in terms of coolers, brewers, and bottles; and depot and ramp combination savings Eden Springs and S&D Acquisitions Represent Meaningful Expected Synergies through 00 ($ in millions) $ $3 $ $7 $

19 5 Free Cash Flow The New Cott can leverage its growing segments to maximize free cash flow Free Cash Flow Drivers 09E Adjusted Free Cash Flow and Net Leverage () ()(3) -3% revenue growth Margin expansion Adj. Free Cash Flow Cash from Ops: $65 - $70mm Capex: $5 - $0mm Leverage Goal of ~3.0x Highly synergistic acquisitions Interest savings Adj FCF: Post 09 Adj. FCF CAGR: ~$50 mm 0% De-leveraging Dividends Capacity to Fund Scale M&A Source: Company information.. Adjusted free cash flow calculated as cash flow from operations (excluding acquisition, integration and transaction costs) less capital expenditures.. Adjusted free cash flow is based off of New Cott. 3. Estimates include projection of costs associated with transition agreements, operational costs of running stand-alone concentrate plant, and review of corporate costs associated with the retained business. 5

20 6 M&A Platform Highly Experienced Management Team Proven Track Record of Accretive and Synergistic Acquisitions Acquired May 04 Acquired Dec. 04 Acquired Jan. 06 Acquired Aug 06 Acquired Aug 06 M&A Platform with Ability to Acquire in Multiple Categories and Geographies 6

21 Shareholder Value Creation Leading North American and European Water, Coffee, Tea and Filtration Service Provider With Higher Margins and Compound Growth in Revenue and Free Cash Flow Highly diversified product, package and channel mix Growing categories drive stable low single digit revenue growth Strong and growing adjusted free cash flow that drives returns to shareholders through a more balanced scale business with strong compound annual growth Rapid deleveraging results in transfer of value from debt to equity holders 07E Peer EV / EBITDA Multiple 07E Peer Free Cash Flow Yield 5.0x 0%.x.0x 0.0x 5.8% 5.0x 5% 3.% 0.0x High Cash Flow Consumer () () Route-Based Services 0% High Cash Flow Consumer () () Route-Based Services Note: Free cash flow yield defined as 07E cash flow from operations less capital expenditures / market capitalization. Market data as of July, 07.. Represents median of high cash flow consumer peer group and includes B&G Foods, Campbell, Pinnacle Foods, Post Holdings, JM Smucker, Snyder s-lance, Spectrum Brands and TreeHouse Foods.. Represents median of route-based services peer group and includes Unifirst, ABM Industries, Chemed, ServiceMaster, Cintas and Aramark. Source: Company filings, Factset. 7

22 Appendix

23 Route Based Services Overview

24 DS Services (Including Aquaterra) Geographic Coverage and Brand Ownership () Overview Leading bottled water, including many well-known brands, and coffee direct-to-consumer services provider to ~.6mm customers locations through daily operation of >,000 routes that cover ~90% of the U.S. 37 plants National DSD (direct-store-delivery) system Vast customer base of homes and small office Includes Aquaterra, the largest Canadian distributor of HOD water including well-known brands such as Labrador Source and Canadian Springs to ~70,000 customers Leading market share (~3%) in the 06 U.S. HOD bottled water category() 3 3 Products and Services Net Revenue Contribution OCS % $8mm Water Delivery Services Office Coffee Services ( OCS ) Other (3) 5% $49mm Retail 5% $65mm Retail HOD 69% $736mm Filtration Services 06 Net Revenue(4): $,067mm Source: Company information.. Figures represent regional market share.. Market share based on consumption volume. 3. Other net revenue includes Filtration Services net revenue. 4. Includes Aquaterra net revenue of $6mm. 8

25 Eden Springs Overview Geographic Coverage Europe s largest office water and office coffee services company with operations across 8 countries and ~800,000 customers Eden Springs Geographic Presence BWC Water Position() Norway Meaningful scale across Europe with access to attractive endmarkets with positive growth outlook (A leading European player with multiple value-creative tuck-in acquisition opportunities) Finland Estonia Russia Latvia Denmark Lithuania UK Netherlands Poland Germany Switzerland France Sweden Expands direct-to-consumer business High-quality and loyal customer base (Combination of DS Services, Aquaterra and Eden Springs has > million direct to customer delivery points) 3 PortugalSpain Israel Pro Forma Net Revenue() Contribution Products and Services Water Services Retail % 4mm Office Coffee Services Office Coffee Services 9% 66mm Filtration Retail Filtration 6% mm Water Services 63% 4mm 06 Pro Forma Net Revenue() : 353mm Source: Company information. () BWC represents total bottled water coolers but is not a market segment 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. () Full Year 06 pro forma revenues. 9

26 HOD Current Initiatives and Growth Opportunities Expand North American partnerships into Europe as well as European partnerships into North America Fragmented market provides opportunity for further consolidation via tuck-in acquisitions 3 Coordinate best practices amongst the HOD businesses in regards to sales, marketing and cross selling 4 Capitalize on premium office coffee trends and utilize expertise of S&D Coffee and Tea in product offerings 5 Capitalize on filtration growth and national footprint within North America and Europe as both a standalone provider of filtration services but also as a partner with larger businesses that can utilize the national filtration and technical services division of the HOD businesses 0

27 Coffee, Tea & Extract Solutions Overview

28 S&D Coffee and Tea Overview One of the largest custom coffee roasters and distributor of coffee and tea-based beverage solutions to the U.S. foodservice industry, with ~0% of the growing foodservice channel Four facilities contain dedicated coffee and tea manufacturing capabilities, extract and ingredient technology, and over 65,000 total square feet of warehouse space Serves over 4,000 blue-chip customers mainly in the foodservice industry, and delivers to over 0,000 customer locations across U.S. Since 00, S&D has invested over $50mm to expand and upgrade its production facilities Coffee Tea Specialty Extracts and Ingredients (e.g. Cold Brew Coffee) Source: Company information. () Full Year 06 pro forma revenues. Products and Services Third-Party Distribution 3 rd Party Distribution sales accounted for ~80% of total 06 net revenue Geographic Coverage Attractive Synergy and Distribution Opportunity with DS Services OCS Business Direct route sales accounted for ~0% of 06 net revenue Direct Route and Third-Party Distribution Pro Forma Net Revenue () Contribution Distribution 3% $8mm Convenience Retailing 9% $04mm Other % $5mm QSR and Restaurants 48% $68mm 06 Pro Forma Net Revenue () : $558mm

29 Foodservice Coffee & Tea Current Initiatives and Growth Opportunities Capitalize on current pipeline of new business opportunities Expansion of product offerings with current and new customers (specialty drinks such as teas and coffee extracts such as cold brew coffee) Further penetration of current end markets as food and beverage segments 3 continue to grow (focus on distribution and buyer groups) 4 Strategic tuck-in acquisitions 5 Expand strategic partnerships (aligned with largest quick-service restaurants, C-Stores and Distribution customers in the U.S.)