M&A Announcement

Jun 11, 2021

Good afternoon And welcome everyone to Americanas SA's audio conference. Today with us we have Mr. Miguel Gutierrez, CEO of Americanas SA Anna Saicali, CEO of the Innovation Platform and FinTech Timotheo Barros, CEO of the Physical Platform and Marcio Cruz, CEO of the digital platform as well as Mr. Fabian Picave and Hao Nila Pajasi, IROs for the company. Also important to remind you that today's event has a support presentation that might be accessed at ri. Americanas.com. Forward looking statements made during this audio conference concerning the company's business outlook, financial and operating targets are based on beliefs and assumptions on the part of the company's management as well as on information currently available. Forward looking statements are no guarantee of performance. They involve risks, uncertainties and assumptions as they refer to future events and therefore depend on circumstances that may or may not materialize. Investors should have in mind that general economic conditions, industry conditions and other operating factors might affect the future performance of the company and thus lead to results that will differ considerably from those expressed in these forward looking statements. I now would like to turn the conference over to Americana's CEO will start the presentation. Please, Mr. Miguel, you may carry on. Thank you. Good morning, everyone. We are very happy to welcome all of you in this 1st, audio conference for American S. A, our new company established yesterday. This is the beginning of a new journey of value generation. By combining 100% of operations, We will be able to accelerate our business' progress, providing the best technological innovation platform, driving the engagement and maximizing the experience of our customers, sellers, merchants, suppliers, partners and our team. Americana S. A. Is born a giant with unique assets. Our team with a strong ownership culture, a history of constant innovation, disciplined execution as well as efficient. Our base of 48,000,000 active customers, our business platforms that maximize our customers' experience. We are very excited with the new opportunities with the current opportunities and we are ready for this next evolution. So before we start, we'd like to share a video with you to introduce our new company, Americanas S. A. It is time to join efforts. The world is seeking for equality. Differences are more than ever important. The difference bring their value to innovate and the left outs add value to make part dreamers bring new things. The future only exists in the collective efforts and to ensure the future we need to add efforts in the present. We need to change the R by the E for a century From the dream of improving Brazilian people lives, we created Americanas. With time, we added new business to our portfolio. Today, We are adding once again Losha Americanas Plus B2W Digital equals Americanas SA. And the result is the sum total is much more than a retail company. It is a platform of technological innovation with endless opportunities, which speeds up the acceleration of growth, makes us even more agile and puts people in the call center. Slides. We have over 4,700 physical stores across Brazil with our 4 digital platforms servicing 100 percent of Brazilian ZIP Codes. We now have a base of 90,000,000 registered customers, millions of business partners and a team of over 34,000 associates. We have integrated our social environmental initiatives and have gained speed as we try to continuously develop. We are an expanding universe. Here, Everyone is welcome. Everyone has a place here. Starting today, we are one single company, Americanas SA. We bring together everything that is good in the world to further improve people's lives. Now I'd like to invite Fabienne Hony to start our presentation. Thank you, Miguel. This is Fabian Picave. I'll start this presentation on Slide number 4. The combination of operations is a unique opportunity to expedite the progress of our businesses, maximizing customers' experience. The world, the customer and the role of companies have changed. Transformation that will take decades to happen happened in a single year. And our customers have always been at the center of our strategy and that's why we are in constant evolution. That's why it's time to add up. Add up in order to deliver the best experience faster with less friction and increased engagement. That allows us to be more agile, allowing a better experience for all of us. Americana's SA is born on a very powerful platform that combines consumption, proprietary technology, innovation, logistics and Fintech in a single structure. A new company 100% integrated and ready to move forward even faster. Americana S. A. Is even more powerful and values more than the combination of its parts. That's the consequence of a continuous Adding up is an ecosystem based in 4 pillars: network effect by building a frictionless platform for customers, sellers, merchants, suppliers and our team thus enhance engagement, speed and facility, proprietary technology, driving and developing integrated technology platform based on cloud, permeating our business with a modern and more efficient architecture in a single unique analytics data, scale economy in all of our business fronts, operating a new logistics platform as well as fulfillment in a very efficient way, managing business in an integrated way with more agility and also with unified management of inventory, a powerful brand increasing the reach of our communication with unique campaigns and strategies that strengthen Americana's brand, one of the most valuable in Brazil and recognized by Brazilians. We want to improve the lives of people that access our platform in different ways, increasing broader access to retail services, e commerce, logistics, digital payments, providing technology based solutions. We want to contribute to society, creating jobs, generating income and developing careers. We want to support consumers, providing them products and services, providing fair prices, being more efficient, more convenient and faster. We want to support the seller, suppliers and merchants being a very important distribution channel, driving development, increasing the flow of customers and digitalizing small retail. This is a history of a company built based on an ownership Culture that's embraced by its team. People here develop, we grow together. Today, there are more than 300 partners with 90% of their personal equity invested in this company. Slide number 9, our purpose. Since the very beginning, from the very first Los Angeles American as a store, our primary goal is to improve people's lives. And this is our current commitment to exceed expectations and to provide everything that's good in this world. This can be represented in a single sentence, adding so that everything in the world has good things to improve people's lives. And for this new company, we decided to keep Americana as a name. It's a strong brand recognized by Brazilians but with new elements, modern, digital and low cash. This is supported by our ESG strategy aligned to the 2,030 agenda of the United Nations. Out of the 17 Sustainable Development Goals, we have chosen 5 as our priorities because of the impact they have on our businesses, quality education, gender equality, decent work and economic growth, decrease of inequalities and climate change. Based on these five priorities and our efforts added up, we can expedite important achievements in the 3 ESG pillars. Now moving to Slide 14, Let me address strategy. Americanas S. A. Has a growth plan with a very well established priorities. We remain firm to our strategic decision to become more relevant on the day to day lives of our customers. We also stay committed to maximizing the experience of our customer based on platforms and determining 4 metrics to measure that, These metrics will allow us to confirm that we are on the right path. Thus, let's expedite our growth dream. Our history is based on organic growth and strategic acquisitions. Organic growth includes expansion and consolidation of 4 forms physical, digital, logistics and Fintech and our IF innovation drive with targets and goals very well determined. For example, Physical platform, we wanted to create one of the largest franchising networks in Brazil, digital platform to have the best NPS in e commerce, Fulfillment, implement ultrafastdelivery. FinTech, we will launch our digital bank, innovation driver to have the entrance of new verticals. As for an organic growth, that includes using our unique assets, people and culture, customer base and business platforms in order to maximize expansion of new brands and new businesses. Our value proposition is unique. It combines a broad assortment, rich retail, digital and a very powerful capital structure. By integrating new businesses driven by our Strong ownership culture with our 48 active client database and new business platforms. We will be further relevant on the day to day of people's lives. Americana's SA is born a giant with an impressive scale, dollars 4,600,000,000 annual visitors to our stores and platform, 100% of ZIP codes that in which we are serving, more than 1700 stores in 76 5 cities, more than 87,000 sellers connected, more than 34 associates working with us, €38,000,000 €40,000,000,000 GMV in 2020. So we will expand exponentially in this business going beyond retail and towards the future of infinite possibilities. Now I'd like to turn it over to Thank you, Fabienne. Good morning, everyone. Moving on with our call. On the next slides, we see some of the synergies that will allow us to accelerate our growth in a more efficient manner. The operating combination of the business will allow us to manage our platforms in a more expedited way as we eliminate related parties. Thus, Americana's SA will be marked by its speed as we expand faster and faster and become better and more innovative. Improve with organic and inorganic growth, optimization of O2O services and the expansion of our advertising businesses, accelerate with agility and innovation, speed and efficiency and a powerful M and A platform. Innovate with the use of data analytics, expansion of our loyalty platform and the offering of banking solutions. With combined operations, we'll capture several opportunities across the different fronts including data analytics, inventory management, M and A, customer experience and logistics. Under data analytics, we'll have a unified data lake, which will allow us to deepen the knowledge of our customer as they interact with our different platforms. We'll have a single management of inventory, including availabilities of products from 1P and 3P at the stores and identifying the best sellers per region and accelerating the ultra fast delivery model. Under M and A, we'll have more firepower with an acquisition engine which will be more powerful and greater ease to attract and integrate omnichannel businesses, which once connected to our platforms will be further accelerated by our unique assets. As for customer experience, we reconfigured the layout of our stores according to new customer habits and behaviors to offer even more convenience and an even better omnichannel experience. In logistics, we have already identified over 300,000 square meters of backroom in our stores which could be converted into dark stores and mini urban hubs, accelerating the ultra fast delivery and meeting demand from marketplace under a proximity fulfillment model. Americana's SA creates a more valuable future for everyone, a company which is 100% integrated, uniting physical, digital, logistics and fintech with a commitment to maximize customers' experience, accelerate growth in a more efficient manner, increase cash flow to fund our dreams, to better the allocation of personnel and also the allocation of capital and to increase net income. As on Slide 25, we'll explain and present the governance structure of the new company. As the operating combination was approved, the new board was appointed by shareholders and then we created committees to elect the statutory executive membership. Americana SIA is born already listed in the El Novo Mercado with 43% of board members being independent and five the independent members. Eduardo Sajoro was elected as Chairman of the Board. Along with him Carlos Alberto Sicopira, Claudio Garcia and Paulo Lemann, who already sit at our Board, are also elected at Americana's SEA, so they remain in both companies. Sydney Breyer, Vanessa Claro Lopez and Martin Nordknot were elected as independent board members. Sydney has vast experience as CEO and Board members for several companies. Vanessa is an accounting specialist with experience in external audits across different companies and Mauro is a financial specialist with broad experience in technological companies. The governance structure also contemplates 5 advising committees in addition to the current tax committee. The committees are finance, audit, which is made up exclusively by independent members, digital and clients, AMI and people and sustainability. The committees will be made up of Board members and by external members who have great expertise in their respective areas of operation. They will aid the board in implementing long term strategies. Moving on with our new corporate structure, the Board has defined and elected executive officers made up of 4 partners with experience across different strategic positions both in Americanas and in D2W Digital to lead Americanas SA's business platforms. Miguel Gutierrez will be the CEO and IRO. Ana Saicali will be the CEO of the Innovation Platform and FinTech. Marcio Cruz will be the CEO of the digital platform and Timonio Barros will be the CEO of the physical platform and CFO of Americana S. A. To speed up the operating of Americana SA, the 4 executives have put together a committee where each will be responsible for the combined vision across different strategic fronts such as Miguel Gutierrez will take care of strategy, governance and stakeholders. Anna Saicali will lead innovation, technology and people. Marcio Cruz will lead commercial, marketing and clients. Encompatioboros will lead finance, operations and logistics. With that, We wrap up our presentation. Before moving to the Q and A session, I'd like to take the opportunity to invite you all to get to know our new RI website, which is already online atri.americanas.com. Thank you. Ladies and gentlemen, we'll now start the Q and A session. Questions posted on our webcast platform will be answered by the IR team after the closing of the conference. Our first question comes from Mr. Luis from BTG Pactual. Good morning, everyone. I have two questions. First is related to the last comment. So can you please elaborate on the timeline in order to integrate these new teams based on the business committees? And my second question Related to commercial, what are the major strategies considering assortment in this combining strategy by combining your assets. Good morning, Luis. This is Miguel speaking. I think that with the business combination we have the following. Well, we have created an executive structure as a way to accelerate the process. We have a high level of integration, but When we talk about combination, we understand it's a different ballgame. That's why I have put together a committee so that we can work together. We intend to hire an external consulting company to bring inputs, to bring in additional methodologies to the ones we already have. The 4 of us have vast experience in both companies. So it is only natural that we have preconceived ideas about the company. So the external consultants will allow us to have access to best practices across the world and this will bring a breath of fresh air to the process. And as we're going to be working together as I've shown you, and as in a way we have been working together to some extent for some time, the process will happen on a gradual uptrend manner. We are now once we receive the green light, we'll be able to select and hire this consultancy partner which will help us analyze and bring in as I said new methodologies so that we can really go after the best solutions in the May to the long run. And naturally solutions will be adopted. We believe that that dynamic is ongoing and we'll be seeing the first results in the coming 90 days. We are anxious by nature at the company. But we estimate that in around 9 to 12 months, We believe that this first approach will have been completed. Once again, a structure of an organization is a dynamic leaving process, we will always be looking for the best solutions for this major challenge that we have and those major opportunities that we have ahead of us right off the bat, okay? As for your second question about the assortment, I think Marcel will be able to address that question and answer that for you. Marcel, over to you please. Thank you, Miguel. Good morning. Thank you for the question. From the point of view of assortment, we see many opportunities. We are quite excited with the business combination on that front as well. I'll mention a couple of pointers that I think are very important for us to take a look at. Number 1, the unification of our inventories. That's a major opportunity that we have to further increase the efficiency of our inventory allocation. We look at all the distribution centers and all the stores as one unified component of the company looking at a more consolidated demand. And also, we also have the opportunity of having advanced inventory over 1700 stores And as we've shown during the presentation, we do have an opportunity in terms of area of about 300,000 meters which are available for us to use to better allocate our inventory. And this will of course impact our service levels. So as we use this area as a dark store within the stores that allows us to adopt very fast deliveries in the Q1, 14% of our deliveries online happen in up to 3 hours. But with this new opportunity we can deliver in a matter of minutes. And we also have to consider something which is very important, Loshes Americanas is the physical stores. The physical stores, they know how to sell a broad spectrum of assortments. They've done this for some time and that of course makes our lives easier as we try to allocate inventory to better service clients. And lastly, when we talk about data analytics, we have another yet again a big opportunity to improve our assortment both online and offline. When you look at demand today, the online demand specifically, that demand or 80% of it comes from clients who are in a radius of 7 kilometers of 1 of those 1700 stores. So again, a big opportunity for us as we look to demand as a whole, transfers to improve our assortment. Also on data analytics, it's also important to highlight as I wrap up my answer, we need to be seen as a major platform for all entrepreneur, sellers, suppliers of all sizes and shapes. I think we need to be seen as a big opportunity to sell online as well. And we can use all of that in a combined manner and offering what we have best. In summary, major opportunities. I'll just give you a few examples, but there are more things to come. Thank you. Our next question, you for taking my question. I actually have two questions. Can you please elaborate on the strategy of the company from now on, especially considering store expansion and also M and A. So what are your strategies now considering these two issues? Thank you. Thank you for your question. This is Miguel speaking. In terms of store expansions, we believe will remain as usual. We want to be present in more cities. We want to increase our footprint. We decided to have more stores. We believe that stores are hubs for the company's development, especially locally. And all those ambitions that we have include stores. They will change their function. We did mention that we expect to change the layout of our stores to do a complete makeover of the stores so that we can adjust to this new reality. We are quite excited with that as well. Today our stores are more of an experimental place if I may. We try to meet demands period to provide services period. It's a place where people go to take a walk to spend time. Our stores was never a final destination where people go to find one single product. Our customers like to be surprised by novelties. And with this new broader approach we'll be able to follow-up on that advancement. So in terms of new stores our plan remains as it's been. In terms of M and As, we believe that especially when we talk about speed. I think things will improve significantly in the M and A As I've mentioned before, when we had 2 companies, the related parties issue and this was mandatory when we had 2 companies because of specific legislation. At the end of the day, a lot of bureaucracy impacted our analysis. We should first of all evaluate the companies separately and look at the future at the same time. So now the process is much simplified. We'll be able to make better, faster decisions now on that respect. Okay? Thank you. Our next question comes from Daniela Azer from XP Investimentos. Hello. Good afternoon, everyone. Thank you for taking my question. I believe Marcio mentioned a new layout After this merger, so what do you have in mind? Do you want to expand on formats, New types of stores, integrating marketplace, for example, or is it related to assortment? So can you please elaborate on this new physical store, the new physical store of this new company? Thank you. Hello, Daniela. Good morning. Daniela, It was Olivia. Good morning, Daniela. Thank you for your question. I'll turn it over to Timotheo to answer your question. Over to you, Jim. Once again, I apologize for getting your name wrong, Daniela. Daniela, good morning. Thank you for participating in our conference call. When we talk about our new store models, we have been treading on a learning curve. We come from more traditional markets back in 2,003 we launched the Express model. So we have been improving our store models throughout time. Today when we look at our stores, as Miguel just mentioned, our stores are places where people go to experiment and to buy. And our strategy is to continue to open stores for this year, we expect to open another 150 stores to be increasingly closer to our clients and those stores are connected. And when we integrate the inventory which will happen as we move forward with our combination schedule, will eliminate several points of friction that we have today. Before we had 2 companies and the process was not as engaging as now. And the same thing happens with our database. As per the general data protection law, we need to be careful with our database. They are separate. They are segregated. Now they belong to Americanas, but there are 2 databases. But with that, we are able to refine or to fine tune what we want to allocate in terms of assortment across stores, different regions. So the stores have also been evolving. As a consequence, the layout of the stores, we need to keep up with those changes. We have hired 3rd party consultants to help us out in this process of changing the layout. And also in terms of assortment, it will change in terms of the role played by stores, not only a place to go to shop, but as I said, a more diverse environment. So that's the way we're going to follow from now on. Okay, very clear. Thank you very much. Our next question, Joao Soares, Citibank. Good afternoon, everyone. Thank you very much for the presentation. Now that you have determined your management structure, can you please add some color Good afternoon Joao. Thank you for your question. That's a continuous challenge for us. We would like to have a number, a figure, that number is usually quite associated with a view of cost reduction. When we I'll go back to our slide on synergies that I've just shown you. I think it's important for us to look at this together, this topic. As we can When we look at our data analytics, we believe that the opportunity is major, is huge. We have a way to look at our customers in a more integrated way now. And as we go after a number, a figure, how could we quantify that synergy. Let's move on to the 2nd item, the unification of the inventories. We can see that as we bring together the inventories, we'll have also a huge opportunity there. And then as we work to try and find the number to pin down a figure, The question remains, how can we estimate that? When we look from an M and A point of view, we see that the M and A will be more efficient now because it is associated with a view of better capital allocation. And again, as we try to find a number to quantify the opportunity, we find it somewhat difficult. Moving on to the next slide, customer experience is also something that we believe offers major opportunities. But going back to your question, how to quantify all that? When we look at logistics, LACT is experiencing extraordinary growth. It's worth mentioning as a practical example, 1 week or 2 weeks ago, we started a direct line with China. We are now delivering products in 11 days. We are by far right now the fastest player on that front. Products coming from China. You buy something on our site now and you receive it 11 days later. Products coming from China, before it was 30 days. That's really phenomenal. That didn't happen before when we were under a related parties scheme. We had to decide beforehand who was going to pay what and that took forever. Today, we already know beforehand because we are working from a single company and we are now generating huge opportunities to better serve our customers. But once again going back to your question, how can we quantify all of that? Well, there is no doubt that there are other impacts. Others have been included in our balance sheet. That was not the main driver for our unification, our business combination decision. So the main initiatives that led us to make the decision to combine both companies, they are difficult to translate into a number. So we fear providing a number because we might be oversimplifying those are the initiatives which are the real drivers for the current operation. And that's why we do not have a final number to share with you. That would be really legitimate that would really reflect what's going to happen with the company. Our proposal to speed up our growth is still there. And what we want with all of that, we want faster growth, efficient growth when we compare today with our previous situation. Okay, Joao? Okay. Yes. Now I have a better understanding. Can you please talk about the customer experience, consumer experience and the most obvious gains by combining operations. What are we talking about? Time to delivery, a reduced friction or frictionless? Can you please address major gains With this combination please? Zhong, I like to answer using examples. So when Marcio was speaking just now he said that today we already have a significant amount of deliveries happening below 3 hours. Marcel, who leads our commercial division as we've just seen in our new structure, He'll just mentioned that we'll be delivering products in minutes. So that's an interesting measure. We believe that every client wants to buy and receive fast in 3 hours. We believe that most clients want to have the option of receiving fast and they feel valued, acknowledged when they have that option because we know that part of purchases are based on need. But the most predominant portion is under impulse buying. I believe so. That's the classic example in which lead time or lead times will be quite relevant for this dynamic. That's why everybody's going after the fastest delivery time, that's a sales pitch for everyone. He just mentioned that we're the fastest in Brazil when bringing products from China. Tomorrow somebody else will be bringing products in 5 days using a rocket. Well, that's the dynamics of a very competitive retail industry. Another example which I like, we mentioned but did not really highlight, we have something about 300,000 square meters which are areas that could be revisited in terms of use and we could have new business models to explore that area. For example, creating dark stores. We believe we will be able to provide better services to clients better than today. For example, when we talk about recurring purchases or when we have continued delivery of certain products. So we have already mapped out and identified opportunities on that front, delivery times. We talked about the store experience. With Ami today, you go into stores, Ami go, There is no cashier whatsoever. You simply pick up the merchandise and leave. For some products, we could adopt that same procedure across other stores. So there are several small initiatives that will add to a greater result. We could detail that in another occasion, but that's already good to illustrate the amount initiatives and opportunities that we have. Once again, just as a reminder, Retail depends a lot on details. Okay, Joao? Okay. Thank you, Miguel. Thank you very much for your With that, we close our Q and A session. Now I'd like to turn it over to Mr. Miguel for his final remarks. Please, Mr. Miguel, you can go ahead. Thank you very much for joining us in this first conference call. Our company that was established just yesterday, we are very excited with this new phase of this new history. We are excited with the opportunities that lie ahead of us. I'd like to emphasize that we remain firm in our long term strategy. We are very proud of the social role we play. We are very excited with the opportunities and we are aware of the challenges. But above all, we have decided to meet the demand of our customers. Thank you all and have a great afternoon. With that, we close the conference call by Americana's S. A.