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Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this presentation include, but are not limited to, statements related to 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 shareholder and 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 10-K for the year ended December 31, 2016 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: 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 themanagement 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 www.cott.com.
Safe Harbor Statements
1
Jay WellsChief Financial Officer
Jarrod LanghansVice President, Investor Relations
Jerry FowdenChief Executive Officer
Management Attendees
2
Agenda
• HOD Overview
• Investment Highlights
• Transaction Overview
• Foodservice Coffee & Tea Overview
• The New Cott
• Q&A
3
Overview of the Transaction
Sale Highlights
Cott and Refresco have entered into an agreement whereby Cott will sell its Traditional Business to Refresco for USD $1.25 billion an all cash transaction.
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 ~$1.25 billion USD will be used for de-leveraging,
transaction costs, and general corporate expenses.
Timing
Expected to close second half 2017, subject to Refresco shareholder and regulatory approval.
Cott shareholder approval is not required.
4
Investment dollars and management time will be focused on the higher growth water, coffee, tea, filtration and foodservice businesses
Transaction reduces leverage to less than 3.5x net debt to 2017 estimated pro forma adjusted EBITDA (excluding Traditional Business)
Creates balance sheet capacity for further accretive acquisitions
HOD and foodservice channels have low customer concentration with limited pricing pressure and sales impact
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
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
Transaction Rationale
Focus on Growth Categories
Focus on Market Share Expansion
Reduced Volatility
Reduced Leverage
Resource Allocation
5
~68% ~27% ~5%
~17-18% Margin (2) ~7-8% Margin (2)(3) ~10-12% Margin (2)
The New Cott
HOD & OCS(North America and
Europe)
Foodservice Coffee & Tea(U.S.)
Other(U.K. and Int’l)
Leading North American and European water, coffee, tea and filtration service provider within HOD,
foodservice, convenience and hospitality
2017E Pro Forma Sales: ~$2.2bn(1)
2017E Pro Forma Adjusted EBITDA: ~$285-$295mm(1) (after corporate costs(4))
Leader in HOD Water and Office Coffee Services (“OCS”) in North America and Europe
Leader in Foodservice Coffee & Tea in the U.S.
52 Manufacturing Sites and Over 370 Branch Distribution and Warehouse Facilities Across North America and Europe
2.3mm Customers Served Annually Across the U.S., Canada, 17 European Countries and Israel
Widespread Direct-to-Consumer Network with Over 2,500 Routes.
2017E Pro Forma Sales 2017E Pro Forma Sales 2017E Sales
2017E Adj. EBITDA Margin
2017E Adj. EBITDA Margin
2017E Adj. EBITDA Margin
___________________________(1) Full year estimate of the retained business.(2) Excludes corporate allocations.(3) +9% by 2020 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.
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Improved Growth Rate and Margin
'16 - '17E '16 - '17E
Revenue Growth
___________________________Source: Company information.(1) Represents Cott business assuming full year operations with no transaction. (2) 2016 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 2016.
Adjusted EBITDA Margin
'16 '16
Leveraged to growing categories of water and coffee Higher value proposition with ‘last mile’ delivery
Historic Pro Forma Cott(1)(2)New Cott(2)(3) Historic Pro Forma Cott(1)(2) New Cott(2)(3)
7
Foodservice26%
OCS9%
Retail12%Filtration
2%
HOD45%
Contract Packaging
2%
Other4%
Retail water10%
HOD water46%
Coffee / Tea36%
Filtration2%
Chocolate1%
Concentrates2%
Other3%
Leading Platforms Across Products and Geographies
2016 Sales by Product 2016 Sales by Channel
Balanced product portfolio across North America and Europe
U.S.76%
U.K.8%
Israel5%
France2%
Poland2%
Other7%
2016 Sales by Geography
(1)
___________________________Source: Company information.(1) Foodservice includes the Foodservice, Convenience Retailing and Distribution channels.(2) Includes RCI’s sales and other European countries with sales concentration less than 1.5%.
(2)
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Target 2% - 3% Revenue Growth
Strengthened balance sheet that supports accelerated organic and acquisition based
investment
Continuation of our value-creating tuck-in strategy
Further synergy capture across our multiple platforms
Potential for re-rating or multiple lift from shifting to focused growth profile
2
3
4
5
1
Value Creation Strategy
Become the leading North American and European Water, Coffee, Tea and Filtration Service Provider
Within HOD, Foodservice, Convenience and Hospitality
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
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.
1
GROWING PRODUCT CATEGORIES• Water and coffee on trend with category growth rates,
translating to 2-3% top line growth
COST SAVING OPPORTUNITIES TO DRIVE MARGINS• Meaningful cost synergies from recent M&A through 2020
STRONG FREE CASH FLOW• Strong cash flow generation to fund deleveraging, dividends and
future M&A
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
SIGNIFICANT SCALE AND LOCAL MARKET DENSITY• Largest national presence within HOD, creating a cost advantage vs. peers
• ‘Last mile’ solution with cross-selling opportunities
2
3
4
5
6
10
___________________________Source: Company information, Management estimates.Note: 2015 market shares based on management estimates.1. Source: Beverage Marketing Corporation. Category size of $1.7 billion and reflects only bottled water and excludes items such as cooler rent, cups, etc.2. Source: ‘Coffee sales rise, so do costs: State of the Coffee Service Industry’, Automatic Merchandiser, September 2015.3. Company information.
Leader in Home and Office Delivery and Foodservice Coffee and Tea1
U.S. Market Leader
Leader in HOD Water Delivery
Top 5 in OCSLeader in Coffee &
Tea Foodservice with ~20% share
DS Services
~31%
Nestle~30%
Smaller Competitors
~39%
DS Services~3%
Remainder of Top 5~17%
Smaller Competitors
~80%
HOD Water(1) OCS(2)
Canadian Market Leader
Oldest and largest HOD Water business with a leading position and over 70,000 customers
European Market Leader
Leader in HOD Water Delivery
# 2 in OCS
Eden4%
Other90%
Eden20%
Company A3%
Company B3%
Next 513%
Other61%
Company A6%
HOD Water(3) OCS (3)
Leading provider of HOD, water, coffee, tea and filtration services provider across 20 countries
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Growing Product Categories2
Expected growth rates for our water, coffee and foodservice businesses, translating to 2-3% overall top-line growth
HOD Europe water
Water filtration
Out of home coffee and tea
HOD U.S. water
Building an Attractive Platform…with Potential to Build Multiple
Leadership Positions
Acquired Dec 2014 Acquired Jan 2016
Acquired Aug 2016 Acquired Aug 2016
≈ 3%
≈ 1+%
≈ 4+%
≈ 3+%
’17E-’20E CAGR
Source: Company estimates of market growth.
12
1 3
1 1
1
1
1
2
2
2
2
2
2
2
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2
NorwayFinland
EstoniaRussia
LatviaLithuania
Sweden
GermanyPoland
Denmark
NetherlandsUK
Luxembourg
SwitzerlandFrance
SpainPortugal
Israel
1
___________________________Source: Company information, Management estimates.1. 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.
Significant Scale and Local Market Density 3
Diverse offerings enable significant cross-selling opportunities,
leading to higher revenue per customer
Increased ability to add volume onto existing operations with minimal
incremental costs
Direct-to-consumer network supports small, medium and large national accounts
directly
Scale and scope of distribution network enables important strategic relationships
Eden Geographic Presence
BWC Water Position(1)
13
Cost Saving Opportunities to Drive Margins4
($ in millions)
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 2020
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
$7
$12
$21$23
2017 2018 2019 2020
$4
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Strong Free Cash Flow
___________________________Source: Company information.1. Adjusted free cash flow calculated as cash flow from operations (excluding acquisition, integration and transaction costs) less capital expenditures.2. 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 remaining business.
2019E Adjusted Free Cash Flow and Net Leverage(1) (2)(3)
5
Free Cash Flow Drivers
The New Cott can leverage its growing segments to maximize strong free cash flow
Dividends Capacity to Fund M&A
2-3% organic revenue growth
Highly synergistic acquisitions
Interest savings
Margin expansion
De-leveraging
Adj. Free Cash Flow Leverage
Goal of ~3.0xCash from Ops: $265 - $270mm
$115 - $120mm
~ $150mm
Capex:
Adj FCF:
15
Proven Track Record of Accretive and Synergistic Acquisitions
M&A Platform6
Acquired Dec. 2014 Acquired Jan. 2016 Acquired Aug 2016
Highly Experienced Management Team
M&A Platform with Ability to Acquire in Multiple Categories and Geographies
Acquired May 2014 Acquired Aug 2016
16
11.1x 11.0x
0.0x
5.0x
10.0x
15.0x
High Cash Flow Consumer Route-Based Services
5.8%
3.2%
0%
5%
10%
High Cash Flow Consumer Route-Based Services
2017E Peer Free Cash Flow Yield
Shareholder Value Creation
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
Note: Free cash flow yield defined as 2017E cash flow from operations less capital expenditures / market capitalization. Market data as of July 11, 2017.1. 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.2. Represents median of route-based services peer group and includes Unifirst, ABM Industries, Chemed, ServiceMaster, Cintas and Aramark.
Source: Company filings, Factset.
Leading North American and European Water, Coffee, Tea and Filtration Service Provider With Higher Margins and Compound Growth in Revenue and Free Cash Flow
2017E Peer EV / EBITDA Multiple
(1) (2)(1) (2)
17
HOD69%
Retail15%
OCS11%
Other5%
___________________________Source: Company information.1. Figures represent regional market share.2. Market share based on consumption volume.3. Other net revenue includes Filtration Services net revenue.4. Includes Aquaterra net revenue of $61mm.
DS Services (Including Aquaterra)
Geographic Coverage and Brand Ownership (1)
Products and Services Net Revenue Contribution
Overview
Leading bottled water, including many well-known brands, and coffee direct-to-consumer services provider to ~1.6mm customers locations through daily operation of >2,000 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 (~31%) in the 2016 U.S. HOD bottled water category(2)
1
1
1
1
11
1 2
1
1
1 3
2
1
1 2
2
1
3
11
1
11
1
Water Delivery Services
Office Coffee Services (“OCS”)
Retail
Filtration Services $736mm
$118mm
$165mm
$49mm
2016 Net Revenue(4): $1,067mm
(3)
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Water Services63%
Office Coffee Services
19%
Retail12%
Filtration6%
Eden Springs
Geographic Coverage
Products and Services Pro Forma Net Revenue(2) Contribution
Overview
Europe’s largest office water and office coffee services company
with operations across 18 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 value-creative tuck-in acquisition
opportunities)
Expands direct-to-consumer business – High-quality and loyal
customer base (Combination of DS Services, Aquaterra and Eden
Springs has >2 million direct to customer delivery points)
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1
1
1
1
12 2
2
2
11
2
1
22
2
PortugalSpain
France Switzerland
Germany
UKNetherlandsDenmark
Norway
Sweden
Finland
EstoniaLatvia
Lithuania
Russia
Israel
Poland
Eden Springs Geographic Presence
BWC Water Position(1)
___________________________Source: Company information.(1) 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.(2) Full Year 2016 pro forma revenues.
Water Services
Office Coffee Services
Filtration
Retail
2016 Pro Forma Net Revenue(2) : €353mm
€224mm
€22mm
€41mm
€66mm
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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
Coordinate best practices amongst the HOD businesses in regards to sales, marketing
and cross selling
Capitalize on premium office coffee trends and utilize expertise of S&D Coffee and Tea
in product offerings
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
1
2
3
4
5
20
S&D Coffee and Tea
Geographic Coverage
Products and Services Pro Forma Net Revenue(1) Contribution
Overview
One of the largest custom coffee roasters and distributor of
coffee and tea-based beverage solutions to the U.S. foodservice
industry, with ~20% of the growing foodservice channel
Four facilities contain dedicated coffee and tea manufacturing
capabilities, extract and ingredient technology, and over 625,000
total square feet of warehouse space
Serves over 24,000 blue-chip customers mainly in the
foodservice industry, and delivers to over 102,000 customer
locations across U.S.
Since 2010, S&D has invested over $50mm to expand and
upgrade its production facilities
Direct Route and Third-Party DistributionThird-Party Distribution
3rd Party Distribution sales
accounted for ~80% of
total 2016 net revenue
Attractive Synergy and Distribution Opportunity with DS Services OCS Business
Direct route sales
accounted for ~20%
of 2016 net revenue
QSR and Restaurants
48%
Convenience Retailing
19%
Distribution32%
Other1%
$268mm
$104mm
$181mm
$5mm
2016 Pro Forma Net Revenue(1): $558mm
Coffee
Tea
Specialty Extracts and Ingredients(e.g. Cold Brew Coffee)
___________________________Source: Company information.(1) Full Year 2016 pro forma revenues.
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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
continue to grow (focus on distribution and buyer groups)
Strategic tuck-in acquisitions
Expand strategic partnerships (aligned with largest quick-service restaurants,
C-Stores and Distribution customers in the U.S.)
1
2
3
4
5
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