Companhia Brasileira De Distribuicao (PCAR3) Earnings Call Transcript & Summary

Good morning, everyone, and thank you for standing by. Welcome to the conference call of GPA. For those who need simultaneous translation, we have this tool available on the platform. To do this, just click on the interpretation button via the globe icon at the bottom of the screen and choose your preferred language, Portuguese or English. For those listening to the conference call in English, there is an option to mute the original audio in Portuguese by clicking on the Mute Original Audio. You can download the presentation on the chat icon and on the company's IR website, where you can also find the material fact released yesterday. Please be advised that this conference call is being recorded. [Operator Instructions] We would like to point out that the information contained in this presentation and any statements that may be made during the conference call regarding the business prospects, projections and operational and financial goals of GPA constitute beliefs and assumptions of the company's management as well as information currently available. Forward-looking statements are no guarantee of performance. They involve risks, uncertainties and assumptions and, therefore, depend on circumstances that may or may not occur. Investors should then understand that general economic conditions, market conditions and other operating factors could affect GPA's future results that could lead to results that differ materially from those expressed in such forward-looking statements. Today with us are CEO of GPA, Jorge Faical; and the CFO and Investor Relations Officer, Guillaume Gras. I will turn the call to Jorge Faical to start the presentation.

Good morning, everyone. We are here once again to thank you. And I would like to thank the presence of almost 400 people here at our conference. And we are going to start an explanation of about 20 minutes with a summary presenting the transaction that we completed yesterday. It was a material fact that we have announced to the market and covered by many press outlets today. It's a unique opportunity for us to explain and to give you a little bit more details about what guided our thoughts and what was the rationale behind the operation. So in a very summarized and straightforward way, today, we are announcing and formalizing to the market a transaction that started a few months ago with the first conversations. It is a transaction that was initiated by the management of both companies, GPA and AssaÃ, both myself and Belmiro from Assaà have been discussing this transaction over the past few months. The transaction was -- did not take place last year because it was a very challenging year with many challenges and with the transformation that we were implementing last year, which was the spin-off that we completed in March this year. In July '21, we also completed a significant business with one of our real estate owners, one of the main real estate owners which made it possible for us to mature the acceleration of what we've been telling you, which is the optimization of our store portfolio. So we formalized the binding offer for the transformation -- for a transformational transaction where GPA will accelerate its expansion focus very much on the brands of Pão de Açúcar and also our food e-com. For AssaÃ, Assaà will hold a specific conversation with you, but they are going to accelerate very much its route towards absolute leadership in Cash & Carry in Brazil. This transaction involved 71 of the 103 stores of the hypermarket in the country that will be converted to AssaÃ. The 71 accounts for about 70% of sales in the hypermarket. The 32 stores will be held by GPA, and 28 of them will be converted to Pão de Açúcar and Mercado, and 4 stores will be sold in the market. With this movement, GPA leads the hypermarket in Brazil. Extra Hypermarkets was a brand that was launched in the 1985 with 36 years of existence, very challenging in the last decade, especially because of the advancement of cash-and-carry format in the country that is very strong in discount. It's price-oriented. And Cash & Carry has been transforming itself in an increasingly -- working more and more for individuals and end consumers with fewer companies and businesses. So it's been working for end consumers, offering more and more value propositions such as pets and also for fresh produce and products like butchery, bakery and then fruits and vegetables. So this is a very difficult moment for hypermarkets to thrive in the scenario, not just in the current scenario, but also considering in the future. And we expect the cash-and-carry format will open between new -- 500 to 600 new units in the country. So here, I'm not talking about AssaÃ, but for the whole market in the Cash & Carry considering publicly disclosed information. The amount of that transaction involved receivables to GPA of BRL 5.2 billion, BRL 4 billion corresponding to the stores. This is the main scope of the MOU with AssaÃ. And BRL 1.2 billion corresponding to properties of 17 stores that have been -- that are part of the transaction. This BRL 5.2 billion will be received in 5 installments between December this year 2021 until 2024, adjusted by the CDI plus 1.2% on year. This is the installments with guarantees that have been agreed for the receiving. Now we are starting a major transformation of GPA Group, where we are going to receive very significant funds to accelerate our growth to implement a transformational change and in the near future. In 3 years, we are expecting to have more than 60% share in Pão de Açúcar, Proximity and e-commerce. So there will be a significant change. And the net income will also have a positive impact in deleveraging. So we are going to leave behind major financial costs, especially with the high interest rates that we are having in Brazil. We're -- and it might go on for many other months and maybe even years. So we wanted to assure our sustained growth. So the attractive valuation for this transaction is BRL 5.2 billion considering that the revenues in the stores in the last 12 months was BRL 8.7 billion, which represents 0.3 -- 6 -- 0.6x, sorry, the gross sales is twice as much as the current market value of GPA, which is considered 0.3x of its sales. This is a valuation that we find good, not considering the deal in itself but also cash generation and operating profit profile in the period. With this, we already had -- considering Latin America, we had a very solid financial position and will be even more deleveraged with a strong flow of funds to support our investments in growth expansion, in conversion of stores, in renovation of assets, always looking into us, delivering the best value proposition to Pão de Açúcar customers and then the Extra and e-commerce, Extra customers and also e-commerce. In addition to generating BRL 4 billion of free cash for growth initiatives, wide-ranging growth initiatives, also the deleveraging of our debt, we are going to invest about BRL 1.2 billion immediately in the most attractive brands of our portfolio. This transaction, as I said in the beginning, the idea was fully designed in Brazil. If there was no imposing from the controller, which is the same for the 2 companies. So as it is a transaction between related parties, we strictly follow the related parties' policies between GPA and AssaÃ. And this transaction was voted specifically by independent members of both Boards of Directors of the 2 companies, not the common shareholders, but those representing Casino Group in Brazil, they refrain from voting in both Boards of Directors. The transaction was followed by financial consultants from many different banks in Brazil to whom we are deeply grateful, and many independent law firms to whom we also thank for their help they provided over the past few months, and of course, accompanied by a very, very professional consulting that supported all the negotiation and decision-making, not just from the management of both companies, but also Board members and committees. This is a transaction that doesn't require approval by the shareholders' meeting. It is a transaction that it needs to be approved by the Board of Directors, and we strictly complied with all policies of our organization. Now giving you a little bit more details about the transaction. So today, GPA taking out drugstores and gas stations, just talking about supermarkets. Today, we have 698 stores total. So now we are reducing 71 plus 4 that will be sold. We are going to go down to 623 stores, 28 of them will be converted into Pão de Açúcar. And Mercado will go from 328 to 356 immediately. We will remain a national chain. This transactions with 71 stores involved many different states in Brazil, in all regions of Brazil. This transaction was not concentrated in Sao Paulo and Rio. It involves many capitals in Brazil and Northeast, Belo Horizonte, Curitiba, Rio de Janeiro. It involves many different states in Brazil. And we have made a decision of converting 14 Pão de Açúcar stores and 14 stores will be converted to Mercado Extra. And these stores have few specific features. So most of these 28, they are -- they have between 3,000 and 4,000 square meters of sales. We call them compact. This is their future. Or the stores, they are inside shopping malls. Most of them are in premium malls that used to be hypermarkets. Most of them will be converted into Pão de Açúcar. So these 28 stores is very compliant with Pão de Açúcar and Mercado Extra. And we might have one of the biggest Pão de Açúcar stores in terms of footage that will be converted. The risk of this transaction as a whole is very much mitigated considering that this transaction is 1 shot. So one of the advantages of having -- of doing business with AssaÃ, which is a chain with national footprint with a very little of overlap with their store chain, and we are going to do that in a very short time. So the demobilization of hypermarket stores will take no longer than 4 months, something like 3 or 4 months hypermarket stores will continue open and selling to consumers until December, until New Year. Once we end 2021, we start a rapid demobilization. In 30 days, we'll be delivering all Assaà stores -- all stores to Assaà so that they can start the renovation and remodeling and the conversion into Assaà stores. So it's going to be very fast, very expedited. So it's a transaction within the same holding, which avoids lots of paperwork and approvals. And also it expedites a demobilization plan or it facilitates the transfer of staff and it facilitates the preservation of employment. And it's not going to last for 6 months, 1 year, 1.5 years in GPA. Once we end the first quarter next year and then we're already working on what we consider a new GPA company focused on the development of its main platforms. So what is this new GPA? First of all, we are going to strengthen what we refer to as core competencies, which are the most attractive businesses we have. With this, we are going to be a lighter company, a more fluid company, a company that would grow faster, a company that will no longer work in the defensive and will go and be more aggressive considering the most important format and its strength. Obviously, if we are talking common sense, but the brand, Pão de Açúcar, is going to be one of our major strengths in the country, both as for supermarkets, that account for 26% of our business today, as well as Minuto Pão de Açúcar, which is our Proximity format, which are formats that are profitable in the retail market in Brazil. We are going to speed up very fast. As we said in the latest calls, we are going to announce new figures, 100 new stores of Pão de Açúcar supermarkets. That would include those 14 conversions, 14 conversions and 86 new stores, Pão de Açúcar in the next 3 years as well as other 100 Pão de Açúcar Minutos in the same period of 3 years. In addition to those 300 stores of the brand Pão de Açúcar, we are going to renovate 135 stores at the same time that are currently existing, completing our process of a transformation of Generation 7, that is going to grow above average of those stores which have not been converted so far. Our expansion, organic expansion project. And the premium and Proximity formats have 3 pillars basically: Conversions; and new stores; as well as renovations. And this is going to allow Pão de Açúcar brand to account for more than 50% in the very short term, reaching about 60% in 2024, considering our business portfolio. It's obvious, but we would like to point out any way that Pão de Açúcar is a double-digit format of EBITDA margin. And this is going to strengthen the profitability of the company and our net profit, making our company being self-sustainable. It's always important to mention that the growth and the maturation of our supermarkets, the mainstream supermarkets, both Compre Bem and Mercado Extra, are doing well. Any market share in the past 3 years, in particular, and these will also have 14 converted stores into the format Compre Bem of the Mercado and an additional 50 stores that we call as retrofitting, which is an update of the concept with the proposal of value proposition related to the neighborhood. And with the proceeds, we are going to maintain in a flexible manner for strategic opportunities and potential M&As that can be presented for us this time around. On the next chart, it's always important to mention that with this transaction, we have been able to increase the focus on our digital acceleration. It is a market that we estimated that in 2025 will amount to BRL 45 billion in opportunities only in food, digital areas, BRL 7 billion from BRL 45 billion. We want to increase the market share in this pie for the future. All very attractive, of course. You have been monitoring different digital players, lots of initiatives, many entrants in the Brazilian market to take up this opportunity that we can see. But GPA is in this market as an open collaboration platform. It's with this platform, we are going to launch an internal mantra saying that GPA is going to be where the client is in digital terms. If it's in the MercadoLibre, we are going to be together with MercadoLibre to be the best player at MercadoLibre. If it is operating with any other channel, like food or Happy or a Cornershop, whichever GPA is going to be there, playing together with recurrence, with the strong brand, with a national logistics presence and with more than 700 stores serving as hubs of distribution. So it's a profitable e-commerce. It's very important to point this out in very -- in bold letters. It's a profitable e-commerce. And so we can scale up our platform. We are going to maintain our main focus in home care and the food, and these are the main categories where we operate. Clube Extra is a successful platform. It's a very powerful brand. Even though we are closing the hypermarket, Extra is still a brand for the group in the e-commerce segment. It's very successful. Important opportunities are presented to us in the universe of utilities or -- sorry, of utensils, kitchenware, and we are going to start working with appliances as of next month. It's a combined offer, both in our sites as well as a collaboration with other participants in different markets. Our digital initiative, Pão de Açúcar and Proximity, are the 3 major platforms that we now refer to as [ Novo GPA ] to the future. In summary and moving towards the end of the presentation so that we can open the Q&A session. Okay, can we move on to the next chart. As I've just said -- Slide 7, please. We will discontinue the hypermarket format, and we are resizing all the support, logistics, administrative costs structure. And this is something that's going to happen in the next year, but in the beginning of next year, we want to be moving towards this. It's a leaner company focused on those channels that I have just mentioned. And so we are going to move from the defense position to an attack position focused on execution and performance. That means that we are going to improve our clients' experience using those channels, investing in the places where we see the direction. Yes. Strategically speaking, Chart #8 very quickly. We cannot forget that GPA continues to be a Latin American company in the Exito, which is the controlling company. As to financial numbers, financial numbers, we have BRL 51.2 billion as revenues. And with this transaction, we are going to lose revenues in the short term, but with the renovations and the conversions, our current structure without considering the future, will go back to BRL 44 billion. We are going to go back to the BRL 50 billion level with all the organic expansions and maybe some inorganic expansions. Out of all those proceeds from this transaction, we are going to become a company whose cash position was already solid to a much more comfortable situation, deleveraged with cash available for new investments, BRL 4 billion we consider to have for free cash to have initiatives for growth for the next years. Out of the BRL 4 billion, we are earmarking BRL 1.2 billion for short-term investments, as I mentioned before, related to conversions retrofitting and expansion. And the final chart. And the main message is our focus is on the core business on the new GPA, Pão de Açúcar, Proximity and digital, #1 in food retail industry with this open collaboration platform, being where the client is, speeding up our digital platform, integrating not only all the sites and the experience with [B2B ] and also getting closer to the client base, more than 20 million clients already in our base, and we are going to enhance our operational excellence company, as we have always been, but better. Continuous improvement, avant-garde, improving our value proposition. Pão de Açúcar brand is not only a service brand, but we are at the top. We are ahead in the retail market. And all those growth levers that I have already mentioned during the presentation. And now the next steps in a very summarized way, we are going to start the diligence process to diligence process, which will take some months. And then we are going to sign the definite agreements with all the stakeholders involved in the transaction with the owners of the assets. We are making agreements with the store owners and also with all the personnel of Assaà and everything done with transparency, demobilization of commerce stores. And as I said, we want to finish this in the fourth quarter of 2022. We announced all of a sudden, many of you did not expect this. And we want to have record time mobilization internally. This is different from the spin-off, for example, that involves a lot of operational complexities that GPA and all the teams I'm sure they will conduct in the best possible way. So I finish now my presentation, this quick presentation. And this presentation is available should you like to refer to it. So you can see this material on our website. And now I will open the Q&A session. Thank you.

[Operator Instructions] Let's move on to the first question. Luiz Guanais, sell-side analyst of BTG Pactual.

I have a question, Faical. If you could talk about the sales uplift of the stores that are going to be converted on the Pão de Açúcar brand. And what about the pet market? You said some conversions in premium locations close to shopping malls. How can we -- what can we expect in terms of store productivity as you've done with [indiscernible] and other stores?

Luiz, thank you for the question. Luiz, those converted stores, both for Pão and Mercado, we tend to keep them selling food when we do the conversions. Different from Assaà that has an uplift of 2.5x, 2.7x for the stores that are going to be converted. We are going to maintain the format Pão de Açúcar in the uplift of 1.0. It's a good business, considering that the EBITDA margin of those stores are likely to increase from 2 or 3 points approximately with the sale of Pão de Açúcar. Pão de Açúcar is a richer format from the viewpoint of mix and varieties of perishables, especially -- special products, differentiated products. So the commercial margin or the gross margin would increase in an organic way with the changes of those stores. And that would contribute the EBITDA margin in a very, very significant manner to the company.

If I could have a follow-up question in relation to the conversions. What about the drug stores and the fuel stations? As you have this conversion, are you going to maintain those stories inside the structure? Or will there be changes?

Yes, we are going to maintain the stations, a few stations operating inside the Assaà stores with Extra brand in most cases as we do with units of fuel stations that already operate in the conversions that were made in the past. As for direct stores, we are discontinuing this sector in GPA. We had already discontinued a number of stores in the past 2 years. The drugstore sector has a marginal contribution to the EBITDA of the group as a whole. So it's an operation that we will discontinue since we are at this moment. So this is what we are now seeing now as well.

The next question is from Danniela Eiger, sell-side analyst from XP.

And I have 2 questions. One is a follow-up on the margins. And you mentioned that Minuto's margins are positive. And you mentioned that Pão de Açúcar, banner, I don't know whether that includes Minuto. And I wonder what is the level -- and the level of normalized margins for GPA Brazil operation after the completion of the transaction. In the opening, you said you're open to opportunities and especially in acquisition especially with regional opportunities. And what is your mindset in terms of divestment and also in terms of success.

Thank you for your question, Danniela. Well, Pão de Açúcar margins, when we are talking about the supermarket, is double-digit. The Proximity margin is high single digit. So they are format with quite significant profitability in terms of our EBITDA margin for the group. We -- and I do not yet want to announce any official numbers to you, but this transaction will contribute with the reduction of supermarkets and focus on [indiscernible] and we hope a significantly higher EBITDA margin than the current one once the company is normalized, and we -- the conversion phase and renovation phase is behind us. And then when we're able to create a company that we'll use in terms of one-shot proceeds, it's a company that will be self-sustainable financially to fund its own growth in the future, looking into the future, looking into the long term. As to divestment, there is no plan for additional divestment right now by the holding neither in Brazil nor in Latin America. And with these proceeds, our cash position will be much more significant in Brazil so that we can be slightly more aggressive players in M&A situations. Right now, there is no M&A and final studies and -- about to be finalized. We have only very preliminary, very initial studies. So we focused first on the spin-off. And now on this divestment from hypermarkets. And now once the new phase starts and if everything goes according to our plans, and then if we find the company that I am selling to you, and then there may be faster growth in a more robust manner. I hope I have answered your question, Danniela.

It's very clear. Congratulations on the transaction.

[Operator Instructions] Our next question comes from Irma Sgarz from Goldman Sachs.

I have 2 questions. Number one, has anything changed in the last 6 or 12 months in terms of the vision you used to have or still have of Extra Hiper as I have here? I was looking into some notes of the Q3 call last year. And in that call, there was a question about hypermarkets. And you highlighted the potential of about 30 stores, and you said that right then, it would make sense on revitalizing the hypermarket because hypermarkets were recovering. And of course, the pandemic helped a little bit. And then in the beginning of this year, the time of the spin-off and obviously, by then, you announced the new pricing policy for Extra Hiper. And so is this something recent? What drove you to no longer want to keep the hypermarket? I think I agree. But I am really surprised what changed? And why did it change so fast? Of course, I know there was a pandemic that it may have contributed to that change of mind. And still on Colombia and Exito's assets over there, there are some major benefits for hypermarkets. And there are a few stores in a format that is more similar to Cash & Carry and AssaÃ. Wouldn't you have an opportunity there to convert more stores to the cash-and-carry format? And would it make any sense to keep it under Pão de Açúcar? Or maybe it could be included in a player focusing on that kind of format?

Irma, thank you very much for your question. It's good because it gives me the opportunity of explaining this issue better. So starting from Colombia, I'm going to be a little bit more superficial in answering about Colombia. The Colombian market is completely different in terms of distribution of food, in terms of the food chain, supply chain and retail. So Exito Holding has been working on a cash-and-carry format in Colombia. And it's being successful in that format over the past few months. Especially it is a format that is quite different from the Brazilian Cash & Carry with sales services or footage of 3,000 or 4,000 square meters in contrast with 7,000 square meters that we have in Brazil for AssaÃ. The B2B in Colombia has different geographies, different geographies, different discounts. If we just copy and paste Assaà from Colombia, this success will be slightly more complicated, also considering that Atacado. So they are completely different realities. And the success of Exito hypermarket, they've been working on a value proposition and service proposition that we call well Exito that is very successful in each explanation. They had really amazing results this year. So it doesn't really make much sense to make any direct comparisons that it must be regarded through the specific perspective of each market. Now we have kept our principles and still keep the principle that hypermarkets that are -- an expensive hypermarket is dead. So those of us who do not significantly invest in competitiveness within the hypermarket may run into many problems. We had our projects with wholesale prices. It was very successful up to a point. It is a project that we reduced the gross margin to seek sales elasticity of at least 15% to 20% so that the project could be sustainable. This project was very successful during the pandemic. So when this year, the project depends on the perception of prices in consumers' mindsets. In combination with the worst or with the highest food inflation in the last decade, this is a very unlikely success. So the market has suffered a lot this year. It's still suffering not just in terms of food sales with a drop in food volumes but also significant drops in electronics, which is important -- has an important share in hypermarkets of the future. So the project was going well, but at the wrong timing maybe. So -- and we have been thinking a lot about that in much more depth, and we've been looking into Cash & Carry growth estimate in the country for the next 5 years, considering public data as reported by Assaà Atacado and many other regional players. We are seeing that Cash & Carry will grow by about 500 to 600 additional stores in the country in the next few years. So Cash & Carry could go through a gradual shrinking and a conversion of Hiper Extra being converted little by little every 5 or every 10. But we preferred to anticipate it and to do it before we make big decision right in the beginning. Instead of investing a lot of effort for a little bit, we are going to invest our efforts in our main return platforms, namely Pão de Açúcar, Proximity and digital. Yes, Irma, our mindset changed. So we thought more and more about this issue. And this was really a brave decision, a bold business decision that will add a lot of value to our shareholders as a whole.

[Operator Instructions] Our questions-and-answer session has now ended. Now I'd like to turn the conference over for the company for their closing remarks.

Well, once again, I would like to thank everyone. And I would like to remind you all that PCAR3 is a company that is listed in the stock exchange. Considering all our stakes, not just in Brazil, but our interest in international groups, for example, in Colombia and in other countries, as a reminder, we are talking a company of about BRL 5 billion gross revenues, and we are talking about a company that from now on is much lighter, much more deleveraged with much more of its own funds to invest in its own growth and evolution. And we hope in this manner to have much more consistency for execution and stability to and much more value to provide to our customers. I would like to thank all of those who have been involved internally, especially our employees who are listening to us. A highly competent team, very professional that know how to do things, leaving aside emotions and focusing very much in the future and in adding value to our company. So thank you all very much. Thank you for your attention. I would like to thank our analysts, investors that support us and that are together with us right now. Thank you all very much, and I hope to see you soon again. Thank you.

The conference call has now ended. The Investor Relations department is available to answer any other questions you may have. We thank all participants very much, and we wish you all a very good day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]