CIBC Retail & Consumer Conference March 9, 07
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 expected future operating results of the Company, anticipated market trends, and the execution of 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: () changes in estimates of future earnings; () 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 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. 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 of 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.
Management Attendees Jerry Fowden Chief Executive Officer Jay Wells Chief Financial Officer Jarrod Langhans Head of Investor Relations
A Diversified Beverage Company Focused on Better-For-You Products and Broad Channel Penetration Cott is a leading provider in the direct-to-consumer beverage services industry with 07 projected sales of over $3.7 billion and strong free cash flow growth. The Company operates through two major business segments: Pro Forma 06 () Adjusted EBITDA Product () Water and Coffee Solutions ( WCS ) Platform: provides bottled water, coffee, tea and water filtration services to customers across 0 countries. Segment includes DS Services, Aquaterra, Eden Springs and S&D business lines Other 3% CSD % Juice/Juice Drinks 8% 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 Coffee & Tea 8% Sparkling Water 8% Large categories with low single digit growth across HOD Water, Custom Coffee Roasting and Tea Blending Over.3 million customers providing a diverse customer base Water 8% HOD Water 34% 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. Channel () Volume stability through value-added and sparkling water product category growth and growing contract manufacturing channel offsetting 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 Contract Packaging 7% OCS 5% Distribution 4% Other 6% Private Label Retail 7% Convenience Retailing % Branded Retail 0% Note: Financials based on FY 06. Source: Company information, Management estimates. Terms: Home and Office Delivery ( HOD ). Other product category includes concentrates, filtration services and other. Sparkling waters includes mixers. () 06 Pro forma Adjusted EBITDA allocated based upon pro-rata 06 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). () Corporate costs allocated based upon management estimates Foodservice 5% HOD Water 34% 3
With a Track Record of Financial Growth Alongside the Diversification Scale revenue player supports operational and procurement leverage with low customer concentration Expected Mid teen compound growth in free cash flows 06 to 09 Doubling of EBITDA over 3 year period Net Revenue Adjusted Free Cash Flow Adjusted EBITDA ($ in millions) ~$3.7B ($ in millions) ($ in millions) $,944 $3,36 $34 $50 $55 - $75 $357 $373 $,03 $07 $80 04 05 06 07E 04 05 06 07E 04 05 06 Source: Company information, Management estimates 4
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 3 4 5 % to 3% Organic Growth Within Our Water and Coffee Solutions Segment Accretive Small HOD Water, OCS and Filtration Tuck-In Acquisitions in North America and Europe Synergy Capture and Integration Within Our Water and Coffee Solutions Businesses Maintain Free Cash Flow Generation and Optimize Cash Extraction From Our Traditional Business 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 5
Key Investment Highlights Diversified Beverage Platform (low product, channel and customer concentration) Better-for-You Product Offerings (positioned against growing categories) 3 Leading International HOD Platform (multiple accretive tuck-in opportunities) 4 Recent Scale Acquisitions (meaningful synergies/cost savings opportunities) 5 Strong Free Cash Flow Generation and De-leveraging (mid teen compound annual growth in adjusted free cash flow) 6
Diversified Beverage Platform With Low Product, Channel and Customer Concentration Increasingly Focused on Growing Categories of Water, Coffee, Tea and Filtration 06 Pro Forma Adjusted EBITDA () Products Channels Coffee & Tea 8% Other 3% CSD % Juice/Juice Drinks 8% Sparkling Water 8% Distribution 4% Contract Packaging 7% OCS 5% Other 6% Private Label Retail 7% Water 8% HOD Water 34% Better For You () Convenience Retailing % Foodservice 5% HOD Water 34% Branded Retail 0% Other 3% Better For You 68% () Corporate costs allocated based upon management estimates. Adjusted EBITDA is a non-gaap financial measure. See appendix for reconciliation () 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 7
Better-For-You Product Offering Increasingly Positioned Against Growth Categories HOD Water Category Filtration Market HOD Water Volume (gallons in millions) Point of Use Units (units in millions) CAGR: 3.0%,56,74,04,5,85,338.4.5.6 CAGR: 9.0%.8.9. 89 835 85 863 89 96 337 339 35 36 394 4 00 0 0 03 04 05 DSS Other Source: Beverage Marketing Corporation, The Automatic Merchandiser 05 06E 07E 08E 09E 00E Source: Zenith International Out of Home Coffee () Hospitality Tea () ($ in billions) ($ in billions) $7.9 $9.5 $0.7 $.3 $.9 $.9 $3.9 $4.9 $5.8 $6.6 $7.5 $5.5 $5.7 $6. $6.3 $6.7 $7. $7.3 $7.6 $7.9 $8. $8.5 00 0 0 03 04 05E 06E 07E 08E 09E 00E 00 0 0 03 04 05E 06E 07E 08E 09E 00E Source: Mintel Group, Ltd. Source: Mintel Group, Ltd. () 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 () Includes canned / bottled, refrigerated, bagged / loose leaf, and single-cup U.S. tea sales at current prices. Excludes wholesale net revenue 8
3 Leading International HOD Platform With Regional Scale and Multiple Accretive Tuck-in Opportunities Norway Finland Estonia Sweden Latvia Denmark Netherlands UK Lithuania Poland Germany France Switzerland Russia 3 Portugal Spain Eden geographic presence BWC water position (3) Israel DS Services U.S. Market Leader Eden Springs European Market Leader HOD Water () OCS () HOD Water OCS Smaller Competitors ~39% DS Services ~3% DS Services ~3% Remainder of Top 5 ~7% Other 6% Eden 0% Company A 3% Company B 3% Other 89% Company A 6% Eden 4% Nestle ~30% Smaller Competitors ~80% Next 5 3% Note: 05 market shares based on management estimates; market share figures represent regional market share () Source: Beverage Marketing Corporation. Category size of $.7 billion 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 05 (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 9
4 Recent Acquisitions Provide Meaningful Cost Savings Opportunities Scales business and meaningfully enhances margin profile Improves product and channel mix, while reducing exposure to Big Box retail and input costs Provides scaled growing coffee and tea production and delivery platform Strategic Rationale Cost Synergies 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 $5mm of synergies over 3 years $mm of $5mm realized to-date Expected to achieve run-rate synergies by the end of FY07 Creates an international HOD platform with leading market share across all regions, with significant consolidation opportunities Increases scale, margin and growth profile Furthers Cott s platform diversification strategy across multiple products and channels Significant synergies with existing coffee business Eden Springs and S&D Coffee acquisitions are expected to generate total cost synergies of $3mm () by 00 ($ in millions) $4 $ $ $3 07 08 09 00 () Eden Springs synergies converted from EUR to USD using.0 Source: Company information, Management estimates 0
5 Strong Free Cash Flow Generation and Compound Annual Growth in Adjusted Free Cash Flow Supports Rapid De-Leveraging ($ in millions) $07 Adjusted Free Cash Flow ()() $55 - $75 $50 $34 Free Cash Flow Drivers Maintain free cash flow generation and optimize cash extraction from our traditional business Organic growth of % to 3% from our Water, Coffee & Tea service businesses 04 05 06 07E Full-year impact and associated free cash flow from Eden Springs and S&D Coffee & Tea ($ in millions) Adjusted Free Cash Flow () $55 - $75 $5 - $75 ~$3mm of synergy generation from Eden Springs and S&D Coffee & Tea as these businesses become fully integrated Continue to execute-on highly accretive, synergistic and deleveraging tuck-in acquisitions in the HOD water, office coffee and filtration industries 07E 09E Opportunistically refinance high coupon debt at lower rates and better terms in 07, subject to market conditions () Adjusted free cash flow calculated as cash flow from operations (excluding acquisition, integration and transaction costs) less capital expenditures () See appendix for adjusted free cash flow reconciliation Source: Company information
5 Strong Free Cash Flow Generation and Compound Annual Growth in Adjusted Free Cash Flow Supports Rapid De-Leveraging - Continued 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 High 4x () Pro Forma Net Debt to Adj. EBITDA ~3.0x PF06 07E 08E 09E Long-term net leverage target () Pro Forma Leverage subsequent to closing Eden Springs and S&D Coffee and Tea in August 06. See modeling deck presented August 7, 06. Source: Company information
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 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 $5 plus million in adjusted free cash flow by the end of 09. Rapid deleveraging results in transfer of value from debt to equity holders. 9.5% FREE CASH FLOW YIELD 7% 5% 4% Cott High Cash Flow Consumer (a) (b) (c) 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 3, 06 (Cott share price: $.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 3
Questions and Answers 4
Appendix 5
Cott's Diversified Business Platform Water and Coffee Services Traditional DS Services (incl. Aquaterra) Eden Springs S&D Coffee Description Direct-to-consumer providers of HOD water and filtration services across the U.S. (DS Services), Europe (Eden Springs) and Canada (Aquaterra) Provides access and leadership position in the growing HOD water and filtration services industry Leading custom coffee roaster and services company in the U.S. that provides vertical integration benefits Improves overall growth profile by providing access to new customers, channels and growing categories Provides a leadership position within the growing On-the-Go coffee category Leading SSJ, CSD, and sparkling water / mixer manufacturer and distributor with a focus on private label and contract manufacturing Customers include leading grocers, drug stores, mass-merchandisers and global brand owners High cash flow generation through 4C s (strong customer relationships, low operating costs, rigorous capex management and strong free cash flow) Cash generation and extraction used for Water and Coffee Solutions growth and deleveraging 06 Pro Forma Net Revenue $,067mm $389mm ()() $558mm () $,784mm Footprint Largest or second-largest HOD water provider in 39 of 43 largest U.S. cities and market leader in Canada Leading European market player across 8 countries via the Eden Springs platform Strong platform for accretive tuck-ins across geographies in both North America and Europe at attractive multiples 37 plants and 5 water sources in the U.S. and Canada 7 water sources across 8 countries in Europe (~/3 owned) Four production facilities: two dedicated coffee facilities, one tea facility and one extract and ingredient facility Production space: 65,000 ft. with the ability to add multiple roasters over the coming years as necessary Capable of producing 30-50 million pounds of coffee and 40-50 million pounds of tea annually Since 00, S&D has invested over $50mm to expand and upgrade its production facilities Global manufacturing footprint with over 30 facilities in the U.S., Canada, UK and Mexico High service levels and low freight costs Fully integrated concentrate facility with strong R&D capabilities and vertical integration Customer relationships with over 500 leading retailers and global brand owners () Eden Springs figures translated using EUR to USD FX rate of.0 () See appendix for reconciliation of Eden Springs and S&D Coffee reported to pro forma net revenue Source: Company information 6
Cott has Successfully Built a Better-for-You Beverage Platform Transformed the Business Through Strategic Acquisitions Acquisition Date December 04 January 06 August 06 August 06 Business Overview Leading bottled water and coffee direct-to-consumer services provider to ~.5mm customer locations through daily operation of >,000 routes with well known brands such as Sparkletts, Hinckley and Crystal Springs Largest Canadian distributor of HOD water including wellknown brands such as Labrador Source and Canadian Springs to ~70,000 customers and ~C$80 million in annual net revenue Europe s largest office water and office coffee services company with operations across 8 countries and ~800,000 customers One of the largest custom coffee roasters and distributor of coffee and teabased beverage solutions to the U.S. foodservice industry 06 PF Net Revenue $,006mm $6mm () $389mm ()(3) $558mm (3) Geographic Focus United States Canada Primarily Europe United States Strategic Rationale Market leader in the U.S. home and office water delivery category Improves Cott s growth profile and diversification Enhances margin profile and accretive to adjusted FCF Provides platform for accretive tuck-in acquisitions Leading player in the Canadian home and office water delivery category Provides Canadian platform for further tuck-in acquisitions similar to DS Services Attractive multiple due to significant synergies with DS Services Creates a international home and office water delivery platform with leading market shares across regions Further improves Cott s product and channel mix Substantial cost and revenue synergies with DS Services Provides scaled growing coffee & tea production and delivery platform Further improves Cott s product and channel mix Significant synergies with existing coffee business The Creation of the Better-for-You Platform has been Accretive to Free Cash Flow () Aquaterra figures translated using CAD to USD FX rate of 0.755 () Eden Springs figures translated using EUR to USD FX rate of.0 (3) See appendix for reconciliation of Eden Springs and S&D Coffee reported to pro forma net revenue (4) Market share based on consumption volume Source: Company information 7
DS Services (Including Aquaterra) A leading US Direct-to-Consumer Services Provider Across HOD Water, Office Coffee and Filtration Services Overview Geographic Coverage and Brand Ownership () 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 US 37 plants National DSD (direct-store-delivery) system 3 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 3 customers Leading market share (~3%) in the 05 U.S. HOD bottled water category () Water Delivery Services Products & Services Net Revenue Contribution Other / Filtration Services 0% % of WCS: 53% % of Total Cott: 8% Office Coffee Services ( OCS ) Retail Retail 5% OCS % Water Delivery Services 64% Filtration Services () Figures represent regional market share () Market share based on consumption volume (3) Other net revenue included in Filtration Services net revenue (4) Includes Aquaterra net revenue of $6mm Source: Company information 06 Net Revenue (4) : $,067mm 8
Eden Springs Europe s Leading Direct-to-Consumer (Home and Office) Water and Office Coffee Services Provider Overview Europe s largest office water and office coffee services company with operations across 8 countries and ~800,000 customers Meaningful scale across Europe with access to attractive end-markets with positive growth outlook (A leading European player with multiple valuecreative tuck-in acquisition opportunities) 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) Products & Services Geographic Coverage Eden Springs geographic presence BWC water position () Norway Finland Estonia Russia Sweden Latvia Denmark UK Netherlands Lithuania Poland Germany France Switzerland 3 Portugal Spain Israel Net Revenue Contribution Water Services Office Coffee Services Filtration Retail % Office Coffee Services 9% Filtration 6% % of WCS: 9% % of Total Cott: 0% Water Services 63% Retail 06 Net Revenue: 353mm () 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 () Market share based on consumption volume Source: Company information 9
S&D Coffee and Tea Leading U.S. Foodservice Coffee, Tea Manufacturing and Services Company Overview One of the largest custom coffee roasters and distributor of coffee and tea-based beverage solutions to the U.S. foodservice industry 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. Products & Services Geographic Coverage Attractive Synergy and Distribution Opportunity with DS Services OCS Business Third-Party Distribution Direct Route & Third-Party Distribution 3 rd Party Distribution sales accounted for ~80% of total 05 net revenue Direct route sales accounted for ~0% of 05 net revenue Net Revenue Contribution Coffee Other % % of WCS: 8% % of Total Cott: 5% Distribution 3% Tea Specialty extracts & Ingredients (e.g. Cold Brew Coffee) Convenience Retailing 9% 06 Net Revenue: $558mm QSR & Restaurants 48% () Market share based on consumption volume Source: Company information 0
Traditional Business Leading Beverage Platform With Extensive Manufacturing Footprint for Private Label, Contract Manufacturing and Own Brands Overview & Strategic Rationale Industry-leading beverage manufacturer and distributor focused on private label, contract manufacturing and own brands Leader in private label shelf stable juices, CSDs and value-added and sparkling water in North America with a growing contract manufacturing business Fully integrated concentrate facility with strong R&D capabilities and vertical integration with high service, low-cost production model supplying quality concentrates and exports to customers outside of North America Customer relationships with over 500 leading retailers in the grocery, mass-merchandise and drug store channels and band owners Products & Services U.S. MEXICO Mexico Geographic Coverage Puebla Canada Cold Fill Hot Fill Other Nelson Merseyside Wrexham Net Revenue Contribution U.K. Sangs (McDuff) Bondgate Kegworth CSDs Other 4% % Better-for-You: % % of Total Cott: 47% Juice / Juice Drinks Sparkling Waters / Mixers Other Sparkling Waters / Mixers 3% CSD 3% Juice / Juice Drinks % 06 Net Revenue: $,784mm The strong FCF from the Traditional Business enables us to delever quickly and invest in our growing WCS platform