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BTG Pactual CEO Conference February 14 th , 2012 1

Ceo conference btg pactual 14022012 eng_vf

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Page 1: Ceo conference btg pactual 14022012 eng_vf

BTG Pactual CEO Conference February 14th, 2012

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Page 2: Ceo conference btg pactual 14022012 eng_vf

Disclaimer

This presentation may contain information that represent expectations of results, growth plans and future strategies. Such statements are not only based on historical facts, but also reflect the management’s objectives and expectations. The words “advance”, “want”, “expect”, “estimate”, “intend”, “plan”, or similar expressions, spoken or written, tend to identify statements that involve risks, be them known or unknown. Risks known involve uncertainties including, but not limited to: weather, grains harvest, interest rate, products competition, products acceptance in the market, competitors actions, regulatory issues, exchange rates, money policy etc. The company’s income may be different from that expressed or implicit in such estimates.

To evaluate these risks and uncertainties, and to obtain additional information about factors that could lead to different results from those estimated by the company’s management, please consult the section on Risk Factors included in the company’s Formulário de Referência filed with the Brazilian Securities Commission (CVM).

All the information contained in this presentation shall be analyzed jointly with other information publicly disclosed by the company. The company is under no obligation to update this document in order to reflect future events not foreseen by the company’s management.

Nothing in this presentation shall be understood as an investment recommendation and the company shall not be responsible for transactions or investment decisions made based on the information herein included.

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New Business Model: Focus on Grain /

Cotton Production and Land Appreciation

Focus on grain and cotton production exclusively in Brazil Value creation through a proven process of land appreciation Divestment of industrial assets (crushing and biodiesel) to

allocate resources into farming/land appreciation businesses

A True Corporation

Only grain production company included in Ibovespa ADTV (180 days): R$ 11.1MM, monthly trading volume

represents 27% of the current market cap Largest shareholder with no more than 17% and a significant

free float base

Experience Team

More than 40 years of grain production / land appreciation experience in Brazil

Capable and experience executives in every area of the business: operation, financial, commercial, land appreciation and planning

Investment Highlights

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Strategic PlanFocus on grain/cotton production and land appreciation

(1) Other non-core assets: Crateus, Floriano and Itaqui biodiesel plant and 42k hectares of lands located in CE, BA, PI and MG(2) Tropical Bioenergia(3) Located at Itumbiara(4) Rosário do Sul and São Luiz Gonzaga, respectively(5) Porto Nacional and Iraquara, respectively

New Management

Execution of Strategic Plan

Able to Capture

Synergies

Hedge and Financial Discipline

Capable management with expertise in key aspects of business: financial, agro production and land appreciation CEO: Bento Moreira Franco COO: Cleiton Custódio CCO: Gilmar Rossatto CFO: Eduardo de Come

Bargain power to acquire agro supplies and machinery

Rationalize machinery usage G&A reduction already

implemented: Itumbiara office: closed (50

employees) SP office: reduction from 80

to 15 employees until 04/2012

Divestment of non-core assets(1) in 2H11, totalling R$ 257MM: Sugar and ethanol plant(2) for R$

61.5MM Cotton-seed crushing plant(3) for

R$ 40MM (earn-out R$ 20MM) Biodiesel and crushing plant(4)

located in RS for R$ 55.5MM Two biodiesel plants(5) located in

TO and BA for R$ 100MM

Manage cash flow closely, with plans to improve capital structure

Financial decisions linked to operational needs, allowing a fast decision-making process

Hedge policy: creation of a internal treasury committee

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-

Helio Seibel13.5%

Bonsucex5.7%(2)

Otaviano Pivetta16.3%(1)

FIPs Veremonte12.0%

Salo Seibel5.0%

Salo Seibel5.0%

Entrepreneur in agribusiness

Owned one of the largest grain / cotton production company in Brazil

Identify and develop land in Brazil (600 ha in 1985 grow to 70.000 ha in 2011)

Experience in agribusiness and land appreciation

91% of shareholders are Brazilians ADTV (180 days): R$ 11.1 MM Monthly trading value represents

27% of current market cap

91% of shareholders are Brazilians ADTV (180 days): R$ 11.1 MM Monthly trading value represents

27% of current market cap

A True CorporationShareholders’ structure

Other47.5%

Entrepreneur in wood / wood related business

Investments in real estate

Owner and CEO Leo Madeiras: Wood related and hardware

Shareholder and Board member of Duratex and Leroy Merlin

Experience in finance and corporate governance

Investments in wood / wood related business

Executive board of ABRAF

Member of IEDI CEO of Satipel

between 1992 and 2008

Shareholder and Chaiman of Duratex and Leroy Merlin

Experience in corporate governance and strategy

Founder of Bonsucex

Investments in Alpargatas, Bombril, Paranapanema, and Mineração Buritirama

Board Member of Alpargatas, Paranapanema and Mineração Buritirama

Experience in corporate governance and finance

Entrepreneur in the Spanish real estate market

Founder of Veremonte

Investments in real estate in Brazil and overseas

Merger of Brazilian real estate companies

Experience in finance and strategy

(1) Considering Mr. Otaviano Olavo Pivetta directly and indirectly position(2) Considering Mr. Silvio Tini de Araujo directly and indirectly position 5

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Bento Moreira FrancoCEO/IRO

Cleiton CustódioCOO

Gilmar RossattoCCO

Eduardo de ComeCFO

Cristiano SoaresLegal Officer

Emilio Blanco TelesLand Bank Manager

João BatistaMachinery Manager

Jairo AguilarAgri Project Manager

Fernando CirilloManager MT East (110k ha)

Fernando BragaManager MT West (120k ha)

NamePosition

Age Previous Experiences Experience (Y)

39

41

50

46

30

46

43

36

34

31

29

Arion Capital, Angra Partners, Pactual and Dresdner

26 years of Maeda: operations, supply, planning

23 years at Bunge, manager of Mato Grosso

Volkswagen, DF Vasconcellos e Brasil Ecodiesel

Managed 220k ha located at MT

Managed 50k ha located at Bahia

Managed 100k ha located at MT

Maeda

Vanguarda do Brasil

15

26

25

26

8

24

21

14

12

6

6

Izaias Fredderico AltoéManager Operations

Experience Team to Deliver Value CreationMotivated team(1) with deep knowledge of agribusiness in Brazil

(1) Approved 5% stock option to key executives that needs to be redistributed due to recent changes in business model and executives

Aliansce Shopping Center and Brasil Ecodiesel

Acquisition of agri supplies and crop planning

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Department responsible for managing current land bank and identifying new land opportunities in Brazil

Appreciation of Current Portfolio of Arable Land - (R$ MM)

(1) Valuation elaborated by Deloitte (12/30/2010) (2) Valuation elaborated by Valora Engenharia S/S Ltda. (2008)Obs: Not considered Iporanga farm and non arable lands for grains and cotton

Value Creation Through Land AppreciationProven experience of identifying and adding value to land base

Ribeiro do Céu (1)

Mãe Margarida (1)

Terra Santa (1)

São José (2)

Ha17,959

14,277

29,305

17,865

7

1,184%

572%

273%

157%

784.7

157.8

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Owned: 89.9 k ha

Leased: 120.6 k ha

Leased: 50.0 k ha

Leased: 8.5 k haLeased: 5.8 k ha

MG

BA

GO

MT

PIEquipment such asTractorsPlantersSprayersAgricultural AircraftGrain and cotton pickers

Distribution of Arable Land (2)Distribution of Arable Land (2)

Storage Capacity 13 units with static capacity of 256 k tons

Strategic Location of AssetsClimate risk diversification and better equipment usage

Lands Under Control 350 k ha

135 k ha - owned lands - 45 k ha - arable lands - 48 K ha - land reserves - 42 k ha - non arable for grains/cotton 215 k ha - leased lands

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Owned(1): 3.2 k ha

Leased(1): 30.1 k ha

(1)Included participation of 10% in Jaborandi Propriedades and 50% in Jaborandi Agrícola(2)Not considered no arable lands for grains and cotton

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(1) Rice, cooffee and gross seeds(2) 2nd Crop planting unfinished

Climate Risk Management

Reducing climate risk by respecting dates for planting period

Possible changes in crop planting avoiding loss of yield

Crop 11/12Following budget strictly to create value to shareholders

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Only1st Crop

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ARMAZENAGEM

Value Drivers

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USA

BRAZIL

CHINA

OTHER COUNTRIES

Soybean (MM tons)

292%

73%

21%

243%

147%

116%

106%

78%

86%

93%

200%

- %

80%

45%

55%

Source: MBAgro and USDA

Commodities MarketBrazil is the most relevant player

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Corn (MM tons)

Cotton (MM tons)

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Brazil and African countries have land available to supply worldwide demand of commodities African countries present institutional and logistic problems Brazil will be responsible to supply worldwide demand

Brazil and African countries have land available to supply worldwide demand of commodities African countries present institutional and logistic problems Brazil will be responsible to supply worldwide demand

Source: FAO

Available Arable Land (000’ ha)

Available Arable Land WorldwideBrazil is the most capable to supply commodities

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Planted Area (ha 000')

Under Control Area (ha 000')

(2)Not considered owned lands from sugarcane and cattle grazing (86.2k ha) and leased sugarcane (76.9k ha)

Land Evolution and PeersV-Agro is one of largest farming company in Brazil

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(1)Crop 2010/11 Vanguarda Agro SLC Agrícola Adeco Agro Brasil Agro

Source: V-agro and companies website

(2)

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SYNERGIES

Negotiation of Agricultural Supplies

Own Production

of Seeds

Optimization and higher use due to location of assets

Disposal of assets allow reduction of freight internally and externally

Freight costs reduction due to geographic location of cottonprocessing units

Producing 80% of own demand of soybean and cotton seeds

Bargain power to negociate fertilizers, defensives and equipment

Integration of offices and management, significant reduction of G&A (90 employees)

SynergiesCapturing identified synergy to create value

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Presence in 100% of trading floors since IPO in 2006

Liquidity and Corporate GovernanceOnly grain production/land appreciation company in Ibovespa

More than 22,000 shareholders

In Ibovespa since May/2010

ADTV (180 days): R$ 11.1 MMMore than 2,500 trades per day

in 2011

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LIQUIDITY

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Acquisition on Fertilizers

Financial statements in accordance with IFRS

Difficulty to compare historical financial results due to recent change in business model

9M11Maeda results (farming operation 100% under V-Agro control during this period) indicates trend of positive results

Hedge policy used to mitigate commodity and USD exposure

V-Agro business is focused on agri operation, not on commodities and USD speculation

Sale of Commodities

Financial UpdatesDiscipline to keep commodities and USD hedged

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Sale of Commodities

Acquisition of Defensives

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Respect and compliance with the environmental legislation

Protection of headwaters, such as fountains, rivers and streams, in areas managed by Vanguarda Agro

Protection to biodiversity, with preservation of percentages of legal reserve of each property

Reduction and control of atmosphere pollution by means of rational application of defensives

Environmental Responsability

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