J.P. Morgan High Yield And Leveraged Finance Conference February 27, 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 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 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: (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 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 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 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. 1
Management Attendees Jay Wells Chief Financial Officer Shane Perkey Treasurer Jarrod Langhans Head of Investor Relations 2
Progressively Shifting Our Business to a More Predictable, Lower Risk Business With Strong Growth in Adjusted Free Cash Flow 2014 Traditional Cott Adjusted EBITDA (Excludes DS Services part year contribution) 2016 Pro Forma Cott Adjusted EBITDA (Inclusive of DS Services, Aquaterra, Eden Springs and S&D Coffee and Tea) CSD + Juices = 58% Traditional Cott = 100% CSD + Juices = 19% Traditional Cott = 35% Better For You Channels Products Other, 23% Sparkling Water, 19% Contract Packaging, 11% Branded Retail, 14% Other, 2% CSD, 34% Juice/Juice Drinks, 24% Private Label Retail, 73% Better For You, 19% Coffee & Tea, 18% Water, 8% Other, 13% Other, 6% Contract packaging, 7% OCS, 5% Distribution, 4% Convenience Retailing, 2% Foodservice, 5% HOD Water, 34% Other, 32% CSD, 11% Juice/Juice Drinks, 8% Sparkling Water, 8% HOD Water, 34% Private Label Retail, 27% Branded Retail, 10% Better For You, 68% Other, 81% Note: Financials based on FY 2016 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). Other product category includes concentrates, filtration services and other. Sparkling water includes mixers Better For You platform includes HOD Water, Water, Coffee & Tea and Sparkling Waters / Mixers Source: Company information, Management estimates 3
Cott is Now a Diversified Beverage Company with a Strong Better For You Beverage Platform and Broad Channel Penetration 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. The Company operates through two major business segments: Water and Coffee Solutions Platform: provides direct-to consumer bottled water, coffee, tea and water filtration services to customers across 20 countries. Includes DS Services, Aquaterra, Eden Springs and S&D Coffee and Tea. 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 Products 2016 Pro Forma Cott Adjusted EBITDA (1) (Inclusive of DS Services, Aquaterra, Eden Springs and S&D Coffee and Tea) Coffee & Tea, 18% Water, 8% Other, 13% CSD, 11% Juice/Juice Drinks, 8% HOD Water, 34% Sparkling Water, 8% Traditional Cott: one of the largest producers of beverages on behalf of retailers, brand owners and distributors. Stable overall volume despite mature market dynamics/decline in CSD s. Key drivers: Contract packaging, 7% OCS, 5% Other, 6% Private Label Retail, 27% Distribution, 4% Volume stability through value added and sparkling water product category growth and growing contract manufacturing channel offsetting sugary beverage (Carbonated Soft Drinks CSDs and Shelf Stable Juices SSJs ) market declines Channels Convenience Retailing, 2% Foodservice, 5% Branded Retail, 10% Customer base includes world s leading brand owners and retailers in the grocery, mass-merchandise and drug store channels HOD Water, 34% Note: Financials based on FY 2016. Source: Company information. Terms: Home and Office Delivery ( HOD ) and Carbonated Soft Drinks ( CSD ). 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). 4
Cott s Strategic Vision A More Diversified Higher Margin and/or Growth Company With Strong Free Cash Flow Stable, strong cash generation from traditional business through 4Cs and growth in contract manufacturing and Value Added Water offsetting PL CSD and SSJ declines Traditional Business Shareholder Value Creation Water and Coffee Solutions Growth HOD Water, Coffee and Tea Service Businesses of Scale. Continue to generate top line organic growth Small HOD/OCS tuck-in acquisitions in North America and Europe Compound Free Cash Flow Growth Reduction of Leverage and Interest Expense Free Cash Flow and Deleveraging A more diversified higher margin and/or growthoriented company with annual EBITDA and free cash flow expansion to drive increased multiple/stock valuation. Acquisition Synergy Capture and Integration Synergy capture and integration across Water and Coffee Solutions platform 5
Free Cash Flow is a Key Metric and We Anticipate a Strong CAGR in Growth From 2017 to 2019 Historical Adjusted Free Cash Flow (1)(2) Free Cash Flow Drivers ($ in millions) $134 $150 Maintain stable volumes and free cash flow from our traditional business $110 $107 Organic growth of 1% to 3% from our Water, Coffee & Tea service businesses 2013 2014 2015 2016 Full-year impact and associated free cash flow from Eden Springs and S&D Coffee & Tea ($ in millions) Adjusted Free Cash Flow (1) $155 - $175 $225 - $275 ~$23mm 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 2017E 2019E 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 Source: Company information 6
Traditional Business Leading Beverage Platform with Extensive Manufacturing Footprint for Private Label, Contract Manufacturing and Own Brands Traditional Business Overview Industry-leading beverage manufacturer and distributor focused on private label, contract manufacturing and own brands with revenues of approximately $1.8 billion which provides procurement and scale leverage Diversified Manufacturing Capabilities UNITED STATES CANADA Leader in private label shelf stable juices and CSDs in North America with a rapidly growing contract manufacturing business for top tier brand owners and growing positions in attractive segments (sparkling waters and mixers) Ownership of RC Cola Brand outside North America MEXICO MEXICO Sangs (McDuff) UNITED KINGDOM 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 Low cost philosophy concentrating on Customers, Costs, Capex and Cash resulting in a highly cash generative business Highly recognized award-winning services (manufacturing excellence, on time in full service, supply chain partner, Grocer Gold) Building value through stable free cash flows generated through growing value added water and contract manufacturing as well as cost down initiatives in order to offset the structurally declining categories of CSDs and SSJs Source: Management Puebla Cold Fill Hot Fill Other Nelson Merseyside Wrexham Industry-leading Manufacturer with Global Footprint Bondgate Kegworth Strong beverage manufacturing footprint in US, Canada and UK 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 / BRC certified) with multiple product and package capabilities offering a diversified product portfolio beyond traditional CSDs and shelf stable juices Leader in R&D capability in the development and production of value added sparkling waters and mixers Efficient and highly utilized facilities producing industry leading asset turnover with low capex demands 7
Traditional Business - Cash Flow Stability through 4Cs, Contract Manufacturing and Value Added Water Growth 4C s Philosophy Drives High Cash Generation Cott North America Contract Manufacturing Volume Strengthen customer relationships Serving equivalent cases (in millions) Continue to lower operating costs Control capital expenditures Deliver significant free cash flow 21 70 68 45 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2013 2014 2015 2016 ~50 million case growth Value Added Water Opportunity Copack Advantages Capitalize on consumer movement to healthier products such as sparkling and flavored water as well as ice type beverages which are generating high single digit to low double digit growth annually Resources have been allocated to this beverage category which have retailer support and where the private label segment controls a larger percentage of the market relative to other categories such as CSDs Target high single to low double digit compound annual volume growth in value added water Over 25% of North American revenues are generated from the value added water category 2016 16% actual case volume growth in value added and sparkling water Provides gross margins that are consistent with Cott s historical rates Dollar profit (operating income per case) is equivalent to Cott s other products Brand owners normally supply the ingredients and packaging materials Limited commodity exposure drives stable margin contribution Lowers working capital requirements and improves line efficiency Capitalizes on outsourcing trends by brand owners Increases asset utilization and offsets PL CSD and SSJ decline 2016 +9% actual case volume growth Recent 7.5 million case hot fill contract starting in 2017 driving further copack growth
DS Services - A Leading North American Direct-to-Consumer Services Provider Across HOD Water, Office Coffee and Filtration Services Water Delivery Services (1) Office Coffee Services ( OCS ) 2016 Revenue (2) : $1,006mm 2016 Revenue: $720mm OCS 11% Filtration 3% 2016 Revenue: $113mm Retail Retail 14% Filtration Services Water Delivery Services 72% 2016 Revenue: $146mm 2016 Revenue: $27mm (1) Other revenue included in Water Delivery Services revenue (2) Excludes Aquaterra revenue of C$81 million Source: Company information 9
DS Services - 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 Voss water, Starbucks Coffee, Keurig Green Mountain, Caribou Coffee, Peet s Coffee & Tea and Mars Alterra Customer growth combined with improved consumption and strong pricing drives HOD volume/revenue growth Net Customer Growth Leadership in Regional Brands (thousands) 60 50 40 30 20 10 0 YTD 2015 2016 (1) DSS HOD Volume share (HOD Bottled Water Volume Only) #2 #2 #3 #2 #2 #3 #2 29.2% 53 rd week impact 29.5% 30.6% 31.1% 0.4% 30.7% 2012 2013 2014 2015 Source: BMC and Cott management 10
DS Services 2017 Three Point Plan In 2017 DS Services is Implementing a 3 Point Cost and Efficiency Plan Towards EBITDA Recovery With the Goal of Growing the Business $20 Million Customer Profitability and Pricing Sales, Marketing and Logistics Further Executing Cott s 4C s 11
Aquaterra Acquisition in January 2016 of Canada s Oldest and Largest Home and Office Water Delivery Business Implemented DS Services systems and processes Synergies planned to be phased in 2017-2019 Expansion of DS Services revenue program into Aquaterra phased over 2017/2018 Retail Booth Program New Customer Acquisition Program AquaCafe (R) Rollout Potential Synergistic Tuck-ins Acquisitions from 2017 Integration going to plan and tracking in line with acquisition model. 2016 revenues of C$81 million 12
Eden Springs Acquisition in August 2016 of Europe s Leading Direct-to-Consumer (Home and Office) Water and Office Coffee Services Provider Water Services Office Coffee Services 2016 PF Revenue: 353mm 2016 PF Revenue: 224mm OCS 19% Filtration 6% 2016 PF Revenue: 66mm Filtration Retail 12% Water Delivery Services 63% Retail 2016 PF Revenue: 22mm Note: Revenues of 145 million included in Cott s 2016 reported results Source: Company information 2016 PF Revenue: 41mm 13
S&D Coffee and Tea Acquisition in August 2016 of Leading U.S. Foodservice Coffee and Tea Manufacturing and Services Company State-of-the-Art Production Capabilities Distribution Platform Attractive Synergy and Distribution Opportunity with DS Services OCS Business Third-Party Distribution Direct Route & Third-Party Distribution Direct route sales accounted for ~20% of 2015 revenue Coffee Production Differentiators Tea Production Differentiators 3 rd Party Distribution sales accounted for ~80% of total 2015 revenue Hyper-Efficient Thermal Transfer Custom Coffee Engineering Superior Sourcing Tea Blending Systems Coffee S&D Segment Growth Tea Cupping & Q Graders Dedicated Laboratory Four production facilities: two dedicated coffee facilities, one tea facility and one extract and ingredient facility Production capacity: 130-150 million pounds of coffee and 40-50 million pounds of tea per year Maintains stringent quality standards and is only ISO 9001:2008 certified roaster in U.S. Multiple new customer agreements signed in back half of 2016 to benefit 2017 growth 2016 PF revenues of $558 million Note: Revenues of $228 million included in Cott s 2016 reported results Source: Company information '13A '14A '15A '16E '13A '14A '15A '16E Complementary supply chain with distinct coffee and tea manufacturing capabilities and direct-to-consumer delivery infrastructure 14
Cott s Extensive Better For You Beverage Services Platform - Cott is a Leading HOD Water, Coffee, Tea and Filtration Services Provider Across 20 Countries Eden geographic presence BWC water position (3) DS Services U.S. Market Leader Eden Springs European Market Leader HOD Water (1) OCS (2) HOD Water OCS Smaller Competitor s ~39% DS Services ~31% Nestle ~30% Smaller Competitors ~80% DS Services ~3% Remainder of Top 5 ~17% Other 61% Eden 20% Company A 3% Company B 3% Next 5 13% Company A 6% Other 89% Eden 4% S&D Coffee and Tea U.S. Leader Aquaterra Canadian Market Leader S&D has approximately 20% share of the continuously growing foodservice channel and is the largest supplier of fresh-brewed iced tea to the U.S. foodservice industry with four production facilities (two coffee, one tea, and one extract and ingredient) serving the U.S. with national and regional route distribution Aquaterra is Canada s oldest and largest HOD Water business with a leading position and over 70,000 customers. Note: 2015 market shares based on management estimates. (1) Source: Beverage Marketing Corporation. Category size of $1.7 billion reflects only bottled water and excludes items such as cooler rent, cups, etc. (2) Source: Coffee sales rise, so do costs: State of the Coffee Service Industry, Automatic Merchandiser, September 2015. Source: Company information, Management estimates (3) BWC represents total bottled water coolers but is not a market in and of itself as the HOD water business consists of coolers, bottled water as well as other products such as case pack water and single serve products 15
Cott is Committed to Deleveraging Proven track-record of quickly deleveraging after acquisitions Significant free cash flow conversion allows for accelerated deleveraging Long-term net leverage target of ~3.0x High 4x (1) Pro Forma Net Debt to Adj. EBITDA ~3.0x PF2016 2017E 2018E 2019E Long-term net leverage target (1) Pro Forma Leverage subsequent to closing Eden Springs and S&D Coffee and Tea in August 2016. See modeling deck presented August 17, 2016. Source: Company information 16
Debt Maturity Profile ($ in millions) Current maturity profile 1000 $850 800 Amount due 600 400 $625 $350 $525 $474 200 $625 $500 $525 $474 0 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 ABL 10.000% DSS senior secured notes 6.750% senior notes 5.375% senior notes 5.500% EUR senior notes Note: 5.500% EUR senior notes converted from EUR to USD using 1.054 17