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Wells Fargo Denver Food SymposiumJanuary 2015
Safe Harbor Statements
2
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 the Company's expected 2014 results, expected future operating results of Cott, DS Services and the combined company, and the potential impact the acquisition 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 and cash flows; (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; (5) the cost of capital necessary to finance the transaction; and (6) 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 on Form 10-K for the year ended December 28, 2013 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: Cott routinely supplements its reporting of GAAP measured 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 with DS Services. 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 reconciliation of these non-GAAP measures may be found on www.cott.com. The inability to access information with respect to DSS Group makes a reconciliation of 2014 expected DSS Group and pro forma EBITDA (and measures utilizing 2014 expected DSS Group and pro forma EBITDA) impracticable, and as a result, reconciliations for such items have not been provided.
Management Presenters
3
Jerry FowdenChief Executive Officer
Jay WellsChief Financial Officer
4
Agenda
C. DS Services – Largest National Presence in Home and Office Delivery of Bottled Water and Office Coffee Services
B. Legacy Cott Business – One of the World’s Largest Producers of Beverages on Behalf of Retailers, Brand Owners and Distributors
D. Financial Highlights of the New Balanced Business Model
Appendix
4
A. The New Diversified Cott – Balanced Business Model for Superior Cash Flow Generation
The New Diversified Cott – Balanced Business Model for Superior Cash Flow Generation
LTM 9/30/2014Cott
Pro FormaRevenue $3,000+
Gross Profit $825+% margin 27.0%
Adj. EBITDA(1) $350+% margin 12.0%
Adj. EBIT $140+% margin 5.0%
The New Diversified Cott
6
New platform provides a balanced business model for superior cash flow generation
Less exposure to large format retailers with largest customer exposure reducing to below 18% of sales
Carbonated soft drink (“CSD”) concentration drops below 20% and overall Private Label concentration drops below 50%
Introduces significant presence in growing “Good for You” ‐ ‐beverage categories
Substantial cash flow generation
Strong focus on rapidly deleveraging
Continuation of staple dividend
Leading private label CSD and juice manufacturer
Long-standing relationships with top retailers
Extensive manufacturing facilities
Retail Private Label Own Brands Contract Manufacturing Direct-to-Consumer
Higher margins through leveraged fixed costs
Benefits of foodservice contracts
Higher price point for value brands
Market leading water brands
Significant growth opportunities
Capitalize on outsourcing trends
Increase existing asset utilization
Reduces exposure to commodity volatility
Requires lower working capital investments
Leading player in Home Office Delivery (“HOD”) Water
Leading player in Office Coffee Services (“OCS”)
Growing Filtration business
One of the largest national production and distribution networks in North America
Ability to add volume onto existing operations with minimum incremental costs
Source: Wall Street research.(1) Adjustments to EBITDA for Cott include: Restructuring and asset impairments, bond redemption and other financing costs, tax reorganization and regulatory costs, acquisition and integration costs, and Aimia
EBITDA. Adjustments to EBITDA for DSS include: other expense (income), stock option compensation expense, acquisition adjustments, transaction and refinance expense, other adjustments, adjusted ESC fee, adjusted business exit costs and management fee to sponsor.
Pro Forma FinancialsHighlights
Diversified Beverage Platform
~
~
~
~
Legacy Cott Business – One of the World’s Largest Producers of Beverages on Behalf of Retailers, Brand Owners and Distributors
• Industry-leading beverage manufacturer and distributor focused on private label, contract manufacturing and own brands with revenues in excess of $2 billion 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 (sparkling waters, energy, ready-to-drink alcohol and sports drinks)
• Ownership of Royal Crown Cola International (“RCCI” or “RC Brand”) outside North America
• Fully integrated concentrate facility with strong R&D capabilities and vertical integration with high service, low-cost production model supplying high quality concentrates (blind taste tests) and exports to approximately 50 countries
• Customer relationship 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 with annual FCF of +/-$100 million and a solid balance sheet
• Highly recognized award-winning services (service awards from Walmart, Publix, and Walgreens in North America, as well as Grocer Gold Award in UK)
Leading Beverage Platform –Extensive Manufacturing Footprint for Private Label, Contract Manufacturing and Own Brands
Source: Cott management
• Strong beverage manufacturing footprint in US, Canada and UK with 34 strategically located beverage manufacturing and fruit processing facilities providing a substantial competitive advantage to service national and super-regional accounts, with high service levels (98%+)
and low freight costs.
• High quality facilities (SQF / BRC 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 of 1.5x with low capex demands (2–3% of revenues)
Business Overview
8
Diversified Manufacturing Capabilities
Industry-leading Manufacturer with Global Footprint532904_1.WOR (NY007LA7)
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Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)Sangs (McDuff)
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KegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthKegworthMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseysideMerseyside
MEXICO UNITED KINGDOM
UNITED STATES
CANADA
Hot FillCold Fill
Other
PueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPueblaPuebla
MEXICO
Jubblies &Freezables
Solutions in every major beverage segmentSolutions in every major beverage segment
Package sizes and capabilitiesPackage sizes and capabilities
PET AluminumSoda
StreamLunchbox
carton
CSD Waters Energy Liquidenhancers
Teas Sportsdrinks
Juices,cocktails& drinks
Smoothies RTDAlcohol
High Quality Facilities with Diversified Capabilities Product offering beyond traditional shelf stable juices and CSDs
8oz 128oz
8oz
Sports cap
24oz
EnhancersShots &
Overwraps Pouch
Diversified manufacturing capabilitiesDiversified manufacturing capabilities
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 Sports products Dilute-to-Taste (DTT) and beverage concentrates
Ready-to-drink teas Ready-to-drink alcohol beverages Freezables Powdered hot chocolate and coffee Creamers/whiteners malt drinks Cereals
9
(1) Geographic mix data represents % of 2013 revenue.
Royal Crown Cola International (RCCI)Royal Crown Cola International (RCCI)
• Ship concentrate to approximately 50 countries
• Meaningful brand penetration in the Philippines and Israel with strong concentrate position in multiple markets
− High gross margins of ~40%
− Ready-to-drink 8oz volume equivalents of 257mm cases made from RCCI shipped concentrate
Ownership of RC Brand Outside North America-Supply ofConcentrates to Approximately 50 Countries
Selected productsSelected products
Latin America / Caribbean27%
Western Europe1%
Eastern Europe8%
Middle East / Africa11%
Asia / Pacific53%
Global customer baseGlobal customer base Geographic mix(1)Geographic mix(1)
10
2.0%
2.8%
4.2%
6.2%
Strong customer relationships Strong customer relationships Low cost operator Low cost operator
Cott Follows Its Low Cost Philosophy
11
AVP EL COTY NUS NWL CCE ENR SODA PG DPS PEP SPB CL CLX KMB CHD KO COT
42%
35%
22% 22% 20% 19% 18% 18%15% 16% 17% 16% 15% 14% 13%
10% 9%8%
Stringent capital controls Stringent capital controls Focus on free cash flow Focus on free cash flow
Concentrating on customers, costs, capital expenditure and cash flow
Value Foods /Private Label
Source: Cott management.(1) Cash flow yield calculated as (Adjusted EBITDA – capex) / equity market capitalization as of 12/28/13.(2) Peer A: ConAgra Foods; Peer B: Pinnacle Foods; Peer C: TreeHouse Foods; Peer D: B&G Foods.
CottPeer DPeer CPeer BPeer A
18.6%
9.4% 9.6%
11.9% 12.6%
International Bottlers
Brand Owners
• High service levels and customer recognition
o 2014 Own-Label Supplier of the Year – Grocer Award, U.K.
o Recognized for service in 2014 by both Publix and Walgreens
o 2014 Walmart Top 10 Private Brand Supplier
o 2011 Supplier of Year Collaboration Award - Walmart USA
Best-in-Class SG&A Leverage 2013 – Non-Strategic SG&A / Revenue (Legacy Cott)
Legacy Capex as a % of revenue (Capital Expenditures of $50-$55 million per year) Top tier 2013 cash flow yield(1) vs. top 4 peers(2)
(Legacy Cott)
1 2
3 4
Significant Growth Potential in Contract Pack
(1) Management has established a three year goal (2014-2016) of growing our contract manufacturing business by 50-80 million 8oz equivalent cases. This chart depicts the actual volume recorded in 2013 as well as the projected total contract manufacturing volumes over the next three years as this incremental growth is incorporated into our business.
• Limited commodity exposure drives stable margin contribution• Provides gross margins that are consistent with Cott’s historical rates• Lower working capital requirements and improves line efficiency rates• Capitalize on outsourcing trends by brand owners• Increase asset utilization
• Expanded North America co-pack cases from ~18 million to ~34 million from the first nine months of 2013 to the first nine months of 2014 with two additional significant contracts signed for 13 – 18 million 8oz equivalent cases with shipments to begin at the end of Q4 2014 and beginning of Q1 2015.
• Recent customer wins‒ Ready-to-drink Teas‒ Hot Fill Drinks‒ Shelf-stable Juice‒ Ready-to-drink Alcohol Can‒ Energy Drinks‒ CSD Food Service
Co-Pack Advantages
Recent Wins
Performance
Opportunities
* Excludes volume from Aimia acquisition for which contract manufacturing represents 35% of sales as projected volume is based on organic growth only.
Targeting 50-80 million in 8oz equivalent cases in contract packaging volume over next three years
Cott’s Current Share of Co-Pack Market Within Cott’s Capabilities
Cott’s Share of Co-Pack MarketWithin Cott’s Capabilities by 2016
12Note: Opportunities section is the result of Cott Management’s estimates based upon Cott’s manufacturing capabilities as of the end of 2013 as well as the markets in which Cott operating in.
DS Services OverviewDS Services – Largest National Presence in Home and Office
Delivery of Bottled Water and Office Coffee Services
DS Services Overview – A Leading Direct-to-Consumer Services Provider
LTM 2014 Revenue: $665mm (69%)
Water Delivery Services Office Coffee Services
LTM 2014 Revenue: $145mm (15%)
Filtration Services
LTM 2014 Revenue: $24mm (2%)
Revenue $966 million LTM as
of 9/30/14
Retail
LTM 2014 Revenue: $132mm (14%)
Source: DSS management.Note: LTM revenue as of 9/30/2014.
14
Office coffee services growth driven by:
• An increase in the number of workplaces offering beverage programs
• An increase in the number of employees at these workplaces
• Strong demand for single-cup among consumers
• The premiumization of offerings2010 2011 2012 2013
$3.7 $3.9 $4.1 $4.3
CAGR: 5.1%
Total bottled water volumes show consistent growth:
• HOD accounted for 12.1% of bottled water volume
• Increased consumption driven by focus on health and water safety
Per capita bottled water consumption reached a historical high of more
than 32 gallons in 2013
• Growing at 4.0+% since 2010
15
DS Services is a Scale Business in Expanding Categories and Improves Cott’s Overall Growth ProfileExpanding categories
HOD Water Industry
Net Revenues ($ in billions)
U.S. Office Coffee Services (“OCS”) Industry
Source: Beverage Marketing Corporation, The Automatic Merchandiser.
2010 2011 2012 2013
337 339 352 362
819 835 852 863
1,155 1,174 1,204 1,225
DSS All Others
CAGR: 2.0%
HOD Water Volume (gallons in millions)
2010 2011 2012 2013
HOD OCS Water Filtration
• Unrivaled infrastructure consisting of ~2,100 routes stemming from ~180 depots and 28 manufacturing facilities
• Highly diversified customer base
• 90% coverage of the US population• 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.
DS Services – Leadership Position in Attractive Growth Categories
16
Market Leader in Growing Water and Coffee Services CategoriesA
Established National Direct-to-Consumer Distribution Network – Diverse Customer Base and Service FocusB
BA
Market Leader in Brands with Strong Regional HeritageC
Attractive Growing Financial ProfileD
Market Leader in Growing Water and Coffee Services Industries
Established National Direct-to-Consumer Distribution Network
Volume(1) CAGR 2010 – 2013Volume(1) CAGR 2010 – 2013
Water, Coffee and Filtration Locations
Coffee and Filtration Locations
Production Facilities
Co-Packer
Water, Coffee and Filtration Coverage
Coffee and Filtration Coverage
~5%
~2%
~10%CAGR
2011A 2012A 2013A LTM 2014
$765$894 $928 $966
(1)
2011A 2012A 2013A LTM 2014
$129 $154 $161 $170
(1)
DS Services – Leadership Position in Attractive Growth Categories (cont’d)
17
($ in millions)
Net RevenueNet Revenue
Adj. EBITDAAdj. EBITDA($ in millions)
Attractive Growing Financial Profile
DMarket Leader in Brands with Strong Regional Heritage
C
Market Leader in Growing Water and Coffee Services CategoriesA
Established National Direct-to-Consumer Distribution Network – Diverse Customer Base and Service FocusB
Market Leader in Brands with Strong Regional HeritageC
Attractive Growing Financial ProfileD
Source: DSS management.(1) LTM as of 9/30/2014.
Source: Beverage Marketing, Packaged Facts, Zenith International, Management estimates, Ernst & Young.(1) Includes 1, 2.5 and 5 gallon jugs, bulk and PET product sold off truck.(2) ‘Coffee sales rise, so do costs: State of the Coffee Service Industry’, Automatic Merchandiser, September 2014.
Market Leader in Growing Water and Coffee Services Categories
DS Services30%
Nestle30%
Smaller Competitors40%
DS Services4%
Remainder of Top 516%
Smaller Competitors80%
• DS has the largest HOD water national presence with ~90% coverage of the US population and ~30% market share
• Remaining ~40% of the market is made up of roughly 3,000 regional players
On-trend category with health & wellness, and environmental focus
• 2013 Category Size: $2.3bn(1)
• 2010-2013 Category Growth: ~2%• Market Share: ~30%
Water Delivery ServicesWater Delivery Services• DS 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 significant growth potential from single-cup expansion
• 2013 Category Size: $4.3bn(2)
• 2010-2013 Category Growth: ~5%• Market Share: ~4%
Office Coffee ServicesOffice Coffee Services
A
18
Established National Direct-to-Consumer Distribution Network– Diverse Customer Base and Service Focus
Diverse Customer Base – Top Brewed Beverages Customers
Diverse Customer Base – Top Water Delivery Services Customers
# 1 Top 5 Top 10 Top 20 Top 20
3%
4%5%
6%
4%
% of Water Delivery Services Revenue
% of Total Revenue
# 1 Top 5 Top 10 Top 20 Top 20
10%
20%23%
27%
4%
% of Brewed Beverages Revenue % of Total Revenue
Direct Route-to-Market Overview
Route Service RepresentativesRoute Service Representatives
Proprietary Routing TechnologyProprietary Routing Technology
• Largest national presence in the HOD bottled
water with a footprint that covers ~90% of
U.S. households
• Leading market positions in most major cities
• Provide customers with regular personalized
point of contact
• ~1.5 million customers
• ~45 million deliveries per year
• Additional 15+% of route truck cube
space available for portfolio
expansion
• Route optimization software
• Operates ~2,100 routes stemming
from ~200 depots and 28
manufacturing facilities
• Tracks key performance metrics at
the route level
B
19
DSS’ extensive and diverse customer base with opportunity to expand and grow combined water and coffee platform
Source: DSS management 2013.
• Extremely diversified customer base with top 20 HOD Water customers accounting for
only 4.0% of total revenue
Established National Direct-to-Consumer Distribution Network– Diverse Customer Base and Service Focus - Continued
• Strong customer retention
• Small acquisitions since 2007 deliver an average synergy-adjusted multiple of approximately 3.0x(1)
• M&A is an alternative route for customer acquisition (high retention for acquired customers)
Proven Acquisition Track Record
B
20
Improved Customer Retention(2)
Source: DSS management. (1) Assumes revenues associated with acquired entity in each transaction were applied to DS Services cost model for that period. (2) Adjusted year-over-year cooler retention rates exclude the impact of customers that quit in the same year they started the service.
Adju
sted
Coo
ler R
eten
tion
2009A 2010A 2011A 2012A 2013A TTM Q2 2014
75% 77% 79% 82% 81% 81%
Retention Over Time
Avg
Tenu
re p
er W
ater
Del
iver
y Se
rvic
es C
usto
mer
in y
ears
2009A 2010A 2011A 2012A 2013A TTM Q2 2014
3.7
3.9 3.9
4.14.2 4.2
2007 2008 2009 2010 2011 2012 2013
2.8x
2.0x
2.4x3.2x
2.8x3.4x
2.4x
Post Synergy EBITDA Multiples for Acquisitions
Market Leader in Brands with Strong Regional Heritage
#1
#1
#1
#1#1
#1
#1
#3
#1 #2
#1
#1 #2
#1
#2
#1
#3
#2
#2
#1
Regional Brands & Heritage
Belmont 1876
Hinckley 1888
Deep Rock 1896
Mount Olympus 1898
Alhambra 1902
Crystal Springs 1921
Sparkletts 1925
Sierra 1950
Kentwood 1965
National Brands & Heritage
Standard Coffee 1919
Nursery 1948
Athena Water 2003
Relyant 2009
Leadership in Regional Brands
C
21
• 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, Caribou Coffee, Peet’s Coffee & Tea and Mars Alterra
Source: DSS management.
Attractive, Predictable and Dependable Financial ProfileFinancial Profile
Growth across all 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 ~90% of future volatility in
energy costs
• Route Service Representatives (“RSRs”) paid on commission linked to retention,
revenue and new customers
• Costco agreement based on variable commission structure
• 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
2011A 2012A 2013A LTM 2014
$129
$154$161
$170
16.8% 17.2% 17.4% 17.6%
EBITDA Margin
Net Revenue
2011A 2012A 2013A LTM 2014
$ 571 $ 600 $ 631 $ 665
$ 44 $ 125 $ 148 $ 145
$ 150
$ 169 $ 149 $ 156
Water Delivery Services Office Coffee Services Other
$ 765
$ 894$ 966
D
22
$ 928($ in millions)
($ in millions)
(1)
(1)
Source: DSS management.(1) As of 9/30/2014.
Forward Model
2014LTM to 2018 Revenue ~4.5-5% CAGR Driven By
• Price – 0.5%
• Customer Growth – 1.5%
• Consumption – 1.5% - 2%
• Primo Lift 2015
Capital Expenditures of approximately $65-$70 million per year
The Expected Results of the New Business ModelFinancial Highlights of the New Business Model
Financial Highlights of the New Diversified Business Model
24
Significantly Diversified Overall Business1
Cost and Revenue Synergies2
Scale Business With An Enhanced Growth Profile3
Accretive to Adjusted Free Cash Flow Per Share Enabling Rapid Deleveraging4
Significantly Diversified Overall Business
2014E Products 2014E Channel
25
• Less exposure to large format retailers
• CSD concentration drops below 20%
• Private Label concentration drops below 50%
• Introduces significant presence in growing “Good-for-You” beverage categories
Source: Cott and DSS management.Note: Based on 2014E revenue and post synergy management estimates as of November 2014.
CSD19%
Juice / Juice Drinks
17%
HOD Water27%
OCS5%
Sparkling / Mixers / New
Age14%
Other18%
Own Brands11%
Co-Pack8%
Private Label49%
Home & Office Delivery32%
1
Revenue Synergies – $7 millionRevenue Synergies – $7 millionCost Synergies – $18 millionCost Synergies – $18 million
Cost and Revenue Synergies
26
Estimated run rate synergies of $25 million per year phased-in over three years
Procurement (~$3.5 million)‒ Leverage Cott’s scale
Freight savings (~$1.5 million)‒ Combined efficiencies
SG&A (~$5 million)‒ Back office efficiencies
Cost Actions (~$5 million)‒ Implement Cott’s philosophy
Cost Actions (~$2.5 million)‒ Integrated systems
Sparkling waters ‒ Increase the DSS product offerings to sparkling
waters manufactured by Cott
Range substitution‒ Transfer the production of certain DSS third-party
products to Cott’s manufacturing plants
Flavored Sparking Water‒ Launch Flavored Sparking Water range distributed
via DSS
Vertical integration and supply
Source: Cott management.
2015E 2016E 2017E
$6.25
$18.75
$25.00
$4 – 8 millionEstimated
Cost to Achieve: $4 – 8 million
2
LTM 2014 2018E
~$350
~$400
LTM 2014 2018E
~$3,000~$3,300
Source: Cott and DSS management.Note: Revenue and EBITDA figures illustrative; Pro forma EBITDA figures include synergies of ~$6 million in 2015 and $25 million in 2018.
LTM as of 9/30/2014.(1) LTM 2014 EBITDA includes adjustments. 27
Revenue
EBITDA
Acquisition of DSS enhances growth profile and creates balance in business model
($ in millions) CAGR 3%
CAGR 4%
Scale Business With An Enhanced Growth Profile
~
~
(1)
3
Accretive to Adjusted Free Cash Flow Per Share Enabling Rapid Deleveraging
Cott 2014E 2015E 2016E 2017E 2018E
$0.84
$1.65
Adjusted Free Cash Flow Per Share(1) (2) (2014E – 2018E Cott and DSS)Adjusted Free Cash Flow Per Share(1) (2) (2014E – 2018E Cott and DSS)
28
• Adjusted free cash flow per share(1) accretive beginning in 2015
CAGR~18%
Strengthen customer relationships
Continue to lower operating costs
Control capital expenditures
Deliver significant free cash flow
• Understand our customers’ needs
• Build new channel relationships
• High service standards
• One-stop shop philosophy
• Manage the commodity cycles
• Control SG&A costs (best in class)
• Improve operating efficiencies
• Manage projects tightly with a focus on cost / efficiency
• High quality plants for all SQF Level 3 and BRC
• Focus on efficiency with industry leading asset turnover of 1.5x
• Cost reduction minimizes capex spend
• Rigorously manage working capital
• Assist rapid de-leveraging and interest benefit
• Pro forma 2014E unlevered FCF generation over $200mm(2)
Source: Cott and DSS management.(1) Inclusive of the preferred shares on an unconverted basis.(2) Based on estimates as of November 2014.
4C’s Philosophy Drives High Cash Generation
2014 Pro Forma Leverage
2015E 2016E 2017E 2018E
~4.5x
~3.0-3.5x
Pro Forma Net Debt to EBITDA (2) (2014E – 2018E)Pro Forma Net Debt to EBITDA (2) (2014E – 2018E)
• Delever in excess of $4.00 per share by the end of 2018
• Continuation of dividend policy
• Suspension of share repurchase program
4
Appendix
30
The State of U.S. Bottled Water
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 201310.0
15.0
20.0
25.0
30.0
35.0
21.6 23.2
25.4
27.6 29.0 28.5 27.6 28.3
29.2 30.8
32.0
U.S. BOTTLED WATER MARKETPer Capita Consumption and Annual Change
Gallons per Capita
Percent Change +7.5% +9.7% +8.4% +5.3% (1.8%) (3.2%) +2.7% +3.1% +5.3% +4.0%
Source: Beverage Marketing Corporation
U.S. Bottled Water Category Performance – Q3 2014Total Bottled Water Category
Source: Beverage Marketing Corporation
31
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 YTD
0%
2%
4%
6%
8%
10%
12%
5.3%
2.9%
4.2%
1.9%
5.6%
6.4%
5.3%
10.1%
5.2%
4.5%
3.6%
2.5%
6.3%5.3%
6.3% 6.0%
5.8%
3.1%
4.1%
3.1%4.5%
6.4%5.5%
8.8%
4.7%
4.8% 4.8%4.5%
8.2%
6.9%7.6% 7.5%
Revenue Growth
Volume Growth
Total U.S. Bottled Water Volume Growth vs. Revenue
2011 2012 2013 2014
Total U.S. bottled water volume and revenue continue to post strong year-over-year growth
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 YTD
0%
2%
4%
6%
8%
10%
12%
5.7%
3.0%
5.4% 5.5%
8.4%
8.2%
5.5%
9.0%
4.4% 4.5%3.6%
3.3%
6.0%
4.2%
5.5% 5.2%
8.1%
3.5% 5.2% 4.7%
5.7%
8.7%
7.1%
11.3%
6.1%6.0% 6.1%
6.1%
10.1%
7.6%8.5%
8.6%
Revenue Growth
Volume Growth
U.S. Bottled Water Category Performance – Q3 2014PET Bottled Water Segment
Source: Beverage Marketing Corporation
32
PET Bottled Water Volume Growth vs. Revenue
2011 2012 2013 2014
Volume growth continues to outpace revenue growth
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 YTD
-6%
-4%
-2%
0%
2%
4%
6%
8%
0.4%
-1.6%
3.1%
0.8%
2.2%2.9%
-0.2%
6.7%
3.0%2.5%
0.6%0.7%
5.9%
2.4%3.4%
3.9%
0.6%
-1.4%1.7%
0.3%1.1%
1.8%
-0.8%
5.4%
2.2% 1.9%
0.2% 0.2%
4.5%
1.0% 1.8%
2.5%
Revenue Growth
Volume Growth
U.S. Bottled Water Category Performance – Q3 2014Bulk Water Segment
Source: Beverage Marketing Corporation
33
Bulk Water Volume Growth vs. Revenue
2011 2012 2013 2014
Retail Bulk has recorded 13 consecutive quarters where revenue change has surpassed volume change vs. prior year
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q3 YTD
-2%
0%
2%
4%
6%
8%
0.0%-0.4%
1.2% 1.0%
3.7%3.4% 3.0%
4.4%
1.6%
4.9%
3.6%
5.7%
1.7%1.0%
2.1% 1.9% 3.4%2.6%
1.9% 2.2%
-0.5%
2.3% 1.8%
3.2%
4.8%4.4% 4.5% 4.6%
3.2%
2.1%
3.1%2.8%
Revenue GrowthVolume GrowthRevenue Growth (ad-justed)Volume Growth (ad-justed)
U.S. Bottled Water Category Performance – Q3 2014HOD Bottled Water Segment
Source: Beverage Marketing Corporation
34
HOD Bottled Water Volume Growth vs. Revenue
2011 2012 2013 2014
Please note these 2014 HOD numbers only include route sales and were adjusted to exclude 3 and 5 gallon jugs sold at retail locations
HOD bottled water category volume grew +3.1% in Q3 2014 with revenues up +4.5%
This marks the 11th consecutive quarter that HOD revenues grew faster than HOD volume and the 13th consecutive quarter of HOD category revenue growth.
DS Services Key Growth Drivers
35
General 2014E (3) 2015E (3) 2016E+ (3)
Market growth Water delivery: ~2% in volume (69% of DSS
net revenue) OCS: ~5% in dollars (15% of DSS net revenue) Filtration: ~10% (2% of DSS net revenue)
Net revenuegrowth
Total net revenue: ~6– 7% Water delivery (w/ Primo): ~5 – 6% Water delivery (ex-Primo): ~3 – 4% OCS: ~(1 – 2)% Filtration: ~10%
Total net revenue: ~5 – 6% Water delivery (w/ Primo): ~5 – 6% Water delivery (ex-Primo): ~3 – 4% OCS: ~2 – 3% Filtration: ~7 – 8%
Total net revenue: ~3 – 4% Water delivery: ~2 – 4% OCS: ~3 – 5% Filtration: ~7 – 8%
Source: Cott & DSS management and company filings.(1) Most of incremental amortization expected to be included in SG&A.(2) Unlevered free cash flow calculated as cash flow from operations – capex + interest.(3) Based on estimates as of November 2014.
Unlevered free cash flow(2)
~$95 – 125 million annually ~$80 – 90 million ~$95 – 105 million ~$115 – 120 million per year
Commission and freight costs other than plants to DS branches excluded from COGS
Gross margin ~66 – 67% of net revenue ~65 – 66% of net revenue
~$3 million additional rent expense
~65 – 66% of net revenue
~$3 million additional rent expense
22% fixed and 78% variable Crestview transaction added amortization of
~$36 million per year Incremental amortization from Cott
transaction
SG&A
~59 – 61% of net revenue ~61 – 63% of net revenue
~$3 million Cott LTIP
Incremental amortization(1) of ~$28 million
~60 – 63% of net revenue
~$3 million Cott LTIP
Incremental amortization(1) of ~$23million in 2016, stepping down to ~$10 million by 2018
Capex ~6 – 8% of revenue ~$69 – 74 million
Higher capex in 2014 due to increased investment in new plant
Ongoing capex $65 – 70 million per year
Additional integration capex of $5million
Ongoing capex $65 – 70 million per year
Taxes Advantaged Cott Canadian ownership
structure
Significant US NOLs at Cott and DSS
New Cott not expected to be US corporate tax payer for near term Statutory tax rate of 38.4%
Leveraged capital structure
Significant NOLs
GAAP tax benefit of ~$20 – 25 million GAAP tax benefit of ~$10 – 15 million in 2016, stepping down to ~zero by 2017
Cott ownershipCott ownershipPrior ownershipPrior ownership
Run rate synergies of $25 million by 2017
~$10 million of cost to achieveSynergies &
integration costs N/A
Synergies of $6.25 million Integration expenses of ~$4 – 8 million
Synergies of $18.75 million in 2016 and $25 million in 2017
Integration expenses of $4 – 8 million in 2016
DS Services COGS and SG&A Prior to Transaction
36
Water Product Materials32%
Water Product Conversion Costs23%
Freight13%
Equipment Sanitation / Re-furbishment
4%
Resale Product Cost28%
COGS breakdown (2013)COGS breakdown (2013)
Route Delivery / Fleet57%
Branch Operations14%
Sales 9%
Customer Service4%
Credit & Collections4%
Advertising4%
Info Tech3%
Retail Operating Expense2% Other
3%
SG&A breakdown (2013)SG&A breakdown (2013)
2011A 2012A 2013A 2014A 2015A 2016A 2017A
$15 $15 $13 $14
$22$31 $34 $29
$6
$14 $18$16
$8
$12$9
$11
$50
$72 $74$69
$70 – 75
$65 – 70 $65 – 70$5
Bottles & Racks Customer Equipment Fleet Other Integration
($ in millions)
DS Services Capital Expenditures
Capital expenditures are generally predictable
−Fleet: average life of 18-20 years, expenditure is predictable and relatively discretionary in any given year
−Customer Equipment, Bottles & Racks: includes Coolers and Brewers that are tied to new customer wins and replacement of older equipment
Investment in coolers / customer equipment elevated in past several years due to dispenser model upgrade
Additional integration capex of $5 million in 2015
37
Capital expenditures (3)Capital expenditures (3)
(2)
(1)
(1) 2013 includes Predecessor and Successor financials, reflecting the Crestview acquisition.(2) Other includes IT, machinery and equipment, call center buildout and facilities.(3) Based on estimates as of November 2014.
DS Services Adjusted Unlevered Free Cash Flow
38
(1)
Source: DSS filings and Ernst & Young.(1) 2013 Financials are the combination of DSS's Predecessor and Successor periods, while excluding certain costs specific to DSS's acquisition by Crestview Capital in Q3 2013.
LTM($ in millions) 2012 2013 9/30/2014
Reported EBITDA $125 $124 $148
Adjustments:Refinancing and reorg costs 7 23 9Mergers and Acquisitions 8 3 2Non-Cash Compensation 2 2 3Non-Cash Asset Write-Offs 3 2 2Non-One Time Cash Items (0) 3 5Pro-forma results 10 2 1
Adjusted EBITDA $154 $161 $170
Cott Adjustments in Computing FCFNon-One Time Cash Items 0 (3) (5)Pro-forma results (10) (2) (1)
Capex (72) (74) (69)Change in Working Capital (3) (4) (16)
Adjusted Unlevered Free Cash Flow $69 $78 $78
Non-convertible preferred equityNon-convertible preferred equity
Preferred Equity Overview (Preferred Convertible shares cannot convert to common shares until 3 years after issuance)
Size
Capital structure rank
• Ranks senior to all common shares and other capital stock • Pari passu with non-convertible preferred equity
• Ranks senior to all common shares and other capital stock • Pari passu with convertible preferred equity
Dividend
• Cumulative quarterly dividend at annual rate of 9.0%, with rate increasing 1.0% per year for first five years:
‒ 2015 – 9.0%‒ 2016 – 10.0%‒ 2017 – 11.0%‒ 2018 – 12.0%‒ 2019 – 13.0%
• Cumulative quarterly dividend at annual rate of 10.0%, with rate increasing 1.0% per year for first five years:− 2015 – 10.0%− 2016 – 11.0%− 2017 – 12.0%− 2018 – 13.0%− 2019 – 14.0%
• Payable in cash or in-kind
Conversion
• Only convertible beginning three years after issuance• Converts 1:1 into common shares at the option of the holders• Redemption notice is subject to right of conversion (after 3 years)• Conversion rate is 159.24 and is subject to adjustment based on certain
events.• Upon conversion, right to designate Board members as follows:
‒ If 10% or more of common shares, 2 directors‒ If greater than 6% but less than 10% of common shares, 1 director‒ If less than 6% of common shares, 0 directors
• N/A
Redemption
• Redeemable at any time or any amount at par and at choice of Cott• Right to require the Company to redeem shares in change of control
• Could be redeemed at par at the option of the Company• Right to require the Company to redeem shares in nine years or upon
change of control
Convertible preferred equity
• No voting rights in the first 18 months:‒ Between 18 and 36 months after issuance, can vote alongside
common shares on as-converted basis (except on the election of directors)
‒ After 36 months, can vote alongside common shares on as-converted basis with no restrictions
Voting
• No voting rights
• Limited to 19.9% of current Cott market capitalization • N/A
Convertible preferred equityConvertible preferred equity
39
Sources and Uses and Pro Forma Capitalization
Source: Cott and DS management, FactSet.
($ in millions)
• $625 million senior unsecured debt with 5 year maturity at 6.75%.
• Amended and upsized Cott ABL facility from $300 million to $400 million
• Rolled over of existing DSS 10.00% Senior Unsecured Notes (with consent)
• $116 million convertible preferred security issued to the sellers (19.9% as converted)
• $33 million non-convertible preferred security issued to the sellers
Sources and UsesSources and Uses
Financing OverviewFinancing Overview
40
Sources Uses
ABL Draw $ 180 Purchase Equity $ 633 New Senior Debt 625 Refinanced DSS Debt 317 Rollover DSS Notes 350 Rollover DSS Notes 350 Convertible Preferred 116 Fees and Expenses 54 Non-Convertible Preferred 33 Cash 50 Total Sources $ 1,354 Total Uses $ 1,354
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