Professional Documents
Culture Documents
October, 2009
JBS S.A.
In God we trust, Nature we respect
Our Values
The Foundation Of Our Culture
Planning Determination Discipline Availability Openness Simplicity
1
8 8
Global Market
Others 31%
Others 31%
Brazil 15%
Mexico 4%
EU-27 15%
China 10%
Brazil 13%
Others 25%
Brazil 23%
Others 38%
Australia 19% United States 11% South Korea 4% Mexico 5% EU-27 8% Japan 10%
140
121
120
100
88 80 69 62 48
82
80
60
42
40
20
0
S De ve lo pe d ex ic o Ru ss ia EU -2 7 l hi na Br az i or ld W U
Source: FAO
10000
140
6000
80
CAGR
4000
2,0%
60
40 2000 20
0 1960 1965 1970 1975 1980 1985 1990 1995 2000 2005 2010* 2015* 2020* 2025* 2030* 2035* 2040* 2045* 2050*
Population - Developed countries Population - Developing countries Beef Consumption**
Source: UN (United Nations) and USDA *UN Estimates **Beef consumption trend considering CAGR of 2.0% (from 1960 to 2008)
Population (million)
180
1969/71
Cereals
Sugar
Meat
Source: FAO
Our Strategy
8 8
OUR STRATEGY
South America
Fresh Products
Cooked Products
North America
Australia
Minced Products Cured Products Ready to Eat Products Case Ready Products Global Brands
European Union
Marketing Investments
High technology investments to produce value added products. Increase value added products portfolio. Customized products to each market. Convenience to consumers day to day. Brand and Quality recognition and leadership. Marketing investments to be present in consumer minds. Margin improvements.
Access to raw material supply globally. Leader in countries with surplus production. Scale. Leader in exports globally. Access to all meat markets. Exchange of best practices. Efficiency cost gains. Cost reduction opportunities. Margin improvements.
OUR STRATEGY
50%
12%
8%
4%
Financial Structure
Experienced Management
Risk Management
Foundation
JBS History
Bertin Association*
JBS History has been built through more than 30 acquisitions in 15 years with appropriated capital structure and management
Net Sales (in US$ billion) Companies and assets acquired
Pilgrims Pride*
Inalca Swift Foods Co. Maring (Amambay) Berazategui (Rio Platense) Colonia Caroya SB Holdings JV Beef Jerky Rio Branco Venado Tuerto Pontevedra (CEPA) Tasman Smithfield Beef Five Rivers
30.3
Araputanga (Frigoara)
Pedra Preta (Frigo Marca) Rosrio (Swift ARG) San Jose (Swift ARG)
19.8
12.7
0.3 1996
0.4 1997
0.4 1999
0.5 2000
0.5 2001
0.4 2002
0.7 2003
1.2 2004
1.5 2005
2008
(2)
2009
(3)
Source: JBS (1) Pro Forma JBS S.A. LTM Dec07 (2) Pro Forma JBS S.A. LTM Dec08 (3) Pro Forma JBS S.A. LTM Jun09 (including 5 new units and hides operation); Pilgrims Pride Sep09 (Estimated); Bertin LTM Jun09 * Transactions subject to customary conditions for this type of business
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JBS JBS main main units units and and markets markets
Legend
Slaughterhouse (Beef) Slaughterhouse and Industry Distribution Center Vegetable Canning Plant Beef Canning Plant Beef Jerky Plant (Beef Snacks) Slaughterhouse (Pork) Slaughterhouse (Lamb) x Beef and Pork Processing Plant = Wet Blue Processing Plant Headquarters Office Feed Lot Package Industry Inland Container Terminal Commercial Office
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Brief Description
JBS Brasil
25
16.993
26.950
JBS Argentina
5.059
6.700
28.600 JBS USA 16 24.295 48.500 4.500 8.690 JBS Australia 10 6.995 15.000
B P S B S
Inalca JBS
2.019
B B P S
Total JBS
65
55.361
United Kingdom
(B) Beef; (P) Pork; (S) Smalls;
Russia
Angola
Congo
Algeria
Poland
12
Italy 4%
Source: JBS
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Sustainability
Actions Emissions, Effluents and W aste Reduction of Greenhouse Gases emission (GHG)
Sustainability Policies
JBS is aware of its responsibilities as the largest beef Company in the world and all the impacts its operations generates in every region. The Company has a appropriate sustainability program in each of its units including:
Environmental Policy Procedures Adopted Informative Policy Community Relationship and Environmental Investments
50% Effluent reutilization 50% Solid waste recycling Energetic Matrix development Use of certified wood 25% Consume reduction 35% Consume reduction (2m3 per head) Flora conservation Animal origination control
Energy
Biodiversity
W ater
JBS is the first and only beef Company to register a CDM project at the UNFCCC (United Nations Framework Convention on Climate Change). The project is in validation phase at the designated national authority.
Sustainability Principles
Ecological feasability Ecological correctness Social concern
Priorities
Sustainable use of materials Partnership with organizations equally
Materials
concerned
Health and Quality of Life Climate Waste
Laws
Cultural acceptance
Society
Health Care
Formal education
The environmental and social responsibility have always been part of JBSs development and business growth. The Companys extensive experience proves the importance of the reduction of environmental impacts and the improvement of its relations with the community, throughout constant investments that focus these issues.
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Corporate Governance
JBS has embraced a Corporate Governance model with a view to implant the best practices in the Company. The view is that the model demonstrates transparency and confidence to the public, guaranteeing the best products and services for customers, solidity for suppliers, satisfactory return for shareholders and the certainty of a better future for all JBS collaborators. Novo Mercado
JBS is part of the of BM&FBOVESPAs Novo Mercado, is in accordance with all requirements of this market and with the obligations imposed by the current Brazilian legislation.
Board of Directors - JBS Board of Directors is formed by 7 members a president, a vice-president, 2 effective councils without specific denomination and 3 independent effective councils. Audit Board - The Audit Board shall consist of at least 3 and at most five 5 sitting members and alternates in the same number, shareholders or not, liable to be elected or dismissed at any time of the General Meeting. Board of Executive Officers - The members of the Companys board of executive officers are elected by the board of directors, for three-year terms, and are eligible for reelection.
The Board of Directors has approved the establishment of the following Committees: Audit, Financial, Personnel Management and Corporate Strategy, that incorporates the Sustainability matters.
JBS is completely in accordance with the CVM 358 instruction that revised and consolidated the requirements regarding the disclosure and use of information related to material facts and acts of publicly held companies, including the disclosure of information in the trading and acquisition of securities issued by publicly held companies.
JBS Executive Officers have developed a Conduct and Ethic Manual according to the corporate governance best practices concept. The conduct code embraces the relationship between the members of the board, shareholders, employees, suppliers and all the other stakeholders.
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The Bank of New York Mellon, has been selected by JBS S.A. as the depositary bank for its American depositary receipt (ADR) program. Each JBS ADR represents two common shares and they are traded on the over-the-counter market under the symbol JBSAY.
The new program did not represent an increase in the share capital or issuance of new
shares.
This step represents an opportunity to increase the liquidity, visibility and value of JBS
shares.
The Company believes that the program will help readjusting the share price to its reasonable
currency level, considering that more than 80% of the Companys revenue is in American Dollars.
In May 2009, JBS became the first Brazilian Company to have its ADRs traded under de
OTCQX, a kind of Novo Mercado of the North American over-the-counter market. This pioneer step reflected as an increase of 331% in the average daily traded volume of JBS (JBSAY) stocks in New York.
100.000 80.000 60.000 40.000 20.000 0 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 11.000 12.900 16.300 18.800 28.800
85.370
16
17
8 8
Combined Financials
JBS S.A
Pilgrim's Pride
Bertin S.A.
Combined
logo R$ million Results Net Sales LTM Ebitda LTM Ebitda Margin Gross Indebtedness Cash and cash equivalents Net Debt Net Debt / Ebitda
(4)
logo Jun 2009 7,224 776 10.7% 4,628 702 3,926 5.1 5.1 TOTAL 60,683 2,727 4.5% 15,768 3,496 12,272 4.5 2.7
(1)
(3)
(1)
-0.6
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Combined Combined company company will will have have a a leading leading position position in in the the global global market market
Global ranking of protein companies (US$ million)1 largest global protein company
1a
28,725 28,130
12,717
12,488
12,088
10,494
9,457 6,755
Source: Companies, Exame, Valor Econmico and CNN (Global 500) 1 Based in net revenues of 2008 and including Pilgrims Pride in Bertin + JBS
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Ranking Ranking
Presence Presence
Beef Beef
Brazil / Argentina Brazil: 43,400 heads/day / Italy / Australia / Latin America: 6,700 heads /day U.S.A. / Uruguay / U.S.A.: 28,600 heads/day Paraguay Italy: 3,000 heads/day Australia: 8,690 heads/day Total: 89,790 heads/day U.S.A. / Mexico U.S.A. / Mexico: 7.2mm birds/day Total: 7.2mm birds/day
Poultry Poultry
Pork Pork
U.S.A.
U.S.A.: 3
Leather Leather
Brazil: 12
Dairy Dairy
Brazil
Brazil: 7
3
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Presence Presence in in over over 23 23 countries countries across across five five continents continents
Source: Companies
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Strategic Rationale
Opportunity to enter in the poultry industry as one of the largest companies in the world (Net revenues of US$8.5bn in FY 2008) Integrated distribution of Pilgrims Pride is aligned with JBS direct distribution strategy Potentially higher margins Traditional brands
Diversification into new segments with significant presence in the dairy industry Creation of the largest leather processing company Potential gains of scale, with estimated synergies of R$ 500 million / year Expansion of distribution channels (Retail and Food Service) Optimization of the industrial assets due to its geographic complementarity
US$200m/year of potential synergies Capacity of adding value through turnaround process by the implementation of better operating and managerial practices JBS USA exports growth
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billion
Third largest pork processor in the US Leading company in the poultry Global leader in leather tanning
- Beef: 90.4 thousand heads/day - Pork: 48.5 thousand heads/day - Poultry: 7.2 million birds/day - Smalls: 19.5 thousand heads/day - Leather: 148,500 m2/day - Dairy: 1,266 tons/day
Complementary companies
Source: Companies estimates
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Transaction summary
Pilgrims Pilgrims Pride Pride acquisition acquisition Firm value of US$2.8 billion Initial acquisition by JBS S.A., through its JBS USA subsidiary, of new issued shares representing 64% of Pilgrims Pride total capital Estimated synergies of US$200 million/year Customary precedent conditions, including:
Association Association with with Bertin Bertin S.A. S.A. Bertin and JBS controlling shareholders will contribute to a new Holding company their stakes of 73% and 51%, respectively It is estimated that the respective equity value of Bertin and JBS should be in a proportion of approximately 40%-60% Estimated synergies of R$ 500 million/year Customary precedent conditions, including: - Approval by the competent antitrust authority - Due Diligence
JBS is in an advanced negotiation for a capital increase of US$2.5 billion in JBS USA, resulting in a maximum stake of 26.3% after the capitalization
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Batista Family
51.4%
48.6%
Batista Family
Bertin Family
JBS S.A.
Controlling Holding
Market including BNDES
Bertin Family
73.1%
BNDESPAR
26.9%
~60% *
~40% *
Investor
Other subsidiaries
26.3%
Float
65%
Old shareholders
36%
Pilgrims Pride
Pilgrims Pride
* Controlling shareholders estimates
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Profile Profile
One of the largest producers of chicken with extremely well-known brands in this industry Plants in the US, Mexico and Porto Rico Vertically integrated company Chicken production in 2008: 3.8 million tons Slaughterhouses: 33 in the US, 3 in Mexico and 1 in Puerto Rico Employees: ~ 41 thousand Distribution centers: 6 in the US, 18 in Mexico and 1 in Puerto Rico
Dec. 2006: Acquisition of Gold Kist for US$ 1.1 bn May 2008: Public Primary Offering of 7.5 million shares at US$24/share (total of US$180m), aiming to reduce leverage Nov. 2008: Rating downgraded by S&P Dec. 2008: Company files for Chapter 11 (Bankruptcy protection) - Company was delisted from NYSE and started to be traded over-the-counter Feb. 2009: Shares reach their lowest historical price of US$0.15/share
EBITDA EBITDA (US$ (US$ million) million) and and margin margin (%) (%)
5.5%
7,499 5,153
8,525 7,095*
3.2% 225 *
-821
FY06 FY07 FY08 FY09E
FY06
FY07
FY08
FY09E
Source: 10K, 10Q and Pilgrims Pride Plan of Reorganization Pilgrims Pride fiscal year is from October to September * Does not include Mexico operations
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WI MI IA IL MO KY OK TN AR
D D
ME NY PA M VA NC SC VT NH MA CTRI
D
NV CA
UT
CO
IN
OH WV
NJ D DE
KS
D D
AZ
NM
D D
MS AL LA GA
TX
D
FL
D D
MEXICO
D D
Subtitle
D
D D D
DD D D D DD
D D D D D
JBS USA production units JBS USA distribution center Pilgrims Pride production units Pilgrims Pride distribution center
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Bertin Overview
Description Description
Net Sales Net Sales Breakdown Breakdown (R$ (R$ million) million)
Production Capacity:
production units and 28 thousand employees - Present in the beef, dairy, leather and pet product segments with several nationwide well-known brands, e.g. Bertin, Vigor, Leco and Danbio - Units in Brazil, Uruguay, Paraguay and China - Exports to more than 110 countries
2008
7% 12%
13% 68%
Beef
Leather
Dairy
Others
EBITDA EBITDA (R$ (R$ million) million) and and margin margin (%) (%)
13.2%
7,224
6,626 5,188
10.5% 694
10.7% 776
687
2007
Source: Bertin
2008
Jun09
LTM
2007
2008
Jun09
LTM
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The The combined combined production production units units places places JBS JBS at at the the forefront forefront in in South South America America
PA AC RO MT BA
Paraguay
MS
GO
MG RJ
Brazil
PR
SP SC
SF CO ER
BA
Uruguay
Argentina
Combined companies
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Complementary activities and consolidation of the global leadership in the protein industry will be strengthened through the association between JBS S.A. and Bertin S.A. Entry in the poultry industry through one of the leading companies in the US industry Acceleration of direct distribution strategy through the IPO of JBS USA Appropriate capital structure Significant opportunity of adding value through synergy gains Proven track record in acquisitions, integration and restructuring of companies Resuming growth through acquisitions and partnerships
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8 8
EBITDA EBITDA and and EBITDA EBITDA Margin Margin (R$ (R$ million) million)
4.1% 2.3%
9,267.9
9,255.0
7,129.5
9.0%
24.0%
-3.8%
2Q08
Source: JBS
3Q08
4Q08
1Q09
2Q09
2Q08
3Q08
4Q08
1Q09
2Q09
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INALCA JBS
Net Net Sales Sales
( ( million) million)
JBS MERCOSUL
(R$ (R$ million) million)
1.8 1.6 1.4 1.4
2.9 2.8 2.6 2.8 2.8 620 682 600 526 554
1.7
140
143
162
144
144
2Q08
3Q08
4Q08
1 Q09
2Q09
2Q08
3Q08
4Q08
1 Q09
2T09
2Q08
3Q08
4Q08
1 Q09
2T09
2Q08
3Q08
4Q08
1 Q09
2T09
EBITDA EBITDA (US$ (US$ mi) mi) EBITDA margin EBITDA margin
5.1 % 5.6% 2.2% 2.2% 3.6%
EBITDA (US$ (US$ mi) mi) EBITDA EBITDA margin EBITDA margin
7.6% 4.3% 1 .4% 4.5% 4.7%
EBITDA EBITDA (R$ (R$ mi) mi) EBITDA margin EBITDA margin
5.6%
5.3%
5.1 %
3.2%
3.9%
4.6%
4.1 %
4.3%
3.7%
4.9%
7.6
8.3 5.6
6.6
102.2 199,1 58,2 82.6 53.5
1 Q09 2T09
2Q08
3Q08
4Q08
1 Q09
2T09
2Q08
3Q08
4Q08
1 Q09
2T09
2Q08
3Q08
4Q08
1 Q09
2T09
2Q08
3Q08
4Q08
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Debt
Considering the seasonality with the production increase in a high moment of high demand for beef, the Company maintained its leverage on the same levels of the preview quarter. The Company has improved its net debt in comparison to the 1Q09. The short term debt decreased 47% in 1Q09 to 39% in 2Q09 against the total debt.
Debt Profile
2.8
2.3
2.5 2.0
2.6 *
80%
50%
53%
61%
60%
40%
20%
50%
47%
39%
2Q08
3Q08
4Q08
1Q09
2Q09
0%
2Q08
1Q09
Short term Long term
2Q09
Source: JBS Net Debt/ EBITDA * LTM including Smithfield Beef pro-forma.
EBITDA pro-forma
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R$ Million Net indebtedness Cash and cash equivalents Current Long term Gross indebtedness
Besides the cash and cash equivalents noted above, the US and Australia subsidiaries of the Company has availabilities of approximately US$ 560 million under their existing credit facilities that provide additional liquidity. Therefore the Companys total liquidity including the availabilities under its credit facilities:
R$ Million Additional availability Cash and cash equivalents Total Liquidity 06/30/09 1,092.9 2,298.7 3,391.6
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Exports 22%
Exports 26%
O thers 14%
Taiwan 2%
O thers 14%
China 5%
South Korea 6%
Russia 8%
Mexico 9%
USA 11%
South Korea 6%
Russia 7%
Mexico 7%
USA 9%
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Thank you!
Disclaimer
The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions.
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