Professional Documents
Culture Documents
May 2017
2NOMBRE DE LA PRESENTACIN
1. Executive Summary
2. ATIC Reorganization: The Creation of a New ATIC
Agenda 3. Review of FY 2016 Results
4. Country Review 4Q 2016
5. Appendix
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Executive Summary
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Executive Summary
We are glad to present today the strong financial performance the Company has reported during 2016, as well as the
achievements of the corporate initiatives announced in the previous quarters together with a new and full corporate
reorganization which creates a New ATIC that unleash the growth potential of the Company
Achievement of Corporate Initiatives
ATICs shareholders have executed a profound management reorganization and have implemented a deep and wide-ranging
multi-stage right sizing programme to control SG&A costs (total personnel reduction of 1.300 employees in 3Q-4Q2016)
Management has led a number of corporate initiatives such as the refinancing of the short term debt and the disposal of non-
core assets, which have resulted in improved liquidity and have provided flexibility to the Company
However these initiatives have not facilitated the turnaround of some operations which were reporting material losses and thus
were tarnishing the good performance of ATIC. Hence, the shareholders together with our core banks have designed a
complete reorganization of ATIC
Reorganization: The Creation of a New ATIC
The reorganization is based on a sale and ring fencing of the loss making operations of Mexico, Brazil, Venezuela, Thailand and
Indonesia (the Discontinued Operations) creating a New ATIC as a growing, profitable and financially sound Group
Strong Financial Performance
New ATIC EBITDA of US$ 118.8MM (+11.8% YoY and +54.7% vs ATIC 2015) and EBITDA margin of 14.8%
Leverage ratios as of December 2016 have decreased significantly reaching a Gross Debt / EBITDA of 4.81x compared to the
highest ever reported ratio of 8.41x in June 2016
(1) DE
5NOMBRE Including the Discontinued Operations.
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ATIC Reorganization: The Creation
of a New ATIC
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Update on Corporate Initiatives Accomplishing Objectives
Status | Completion
Capital On September 28, 2016, ATIC completed a financing under a new senior secured credit agreement for an amount of US$
Structure 87.87 million, which refinanced substantially all of its short-term bank debt
Executed
Non Core assets On September 29, 2016, ATIC entered into a sale agreement of its caps and preforms facilities Non core Non Prod.
Capital throughout Peru, Colombia, Ecuador, Central America and Mexico. Conditions precedents were fulfilled in December assets Assets
Generation 2016
Initiatives
Continued evaluation of potential disposals of non-productive assets (e.g. buildings, land)
Executed Ongoing
ATICs shareholders have executed a profound management reorganisation during 2016 with the founding
New shareholders taking a more active role in the companys day-to-day management. As such, Alvaro Aaos has assumed
Management the Group CEO role
Team, HR right- Implementation of a profound and wide-ranging multi-stage right sizing programme to control SG&A costs during 2016
sizing and and 1Q2017. Total personnel reduction of 1.300 employees in 3Q-4Q2016 with an estimated annual savings of
Industrial US$15MM
Ongoing strict CAPEX and supply chain management efficiency actions Executed
Efficiencies
The abovementioned initiatives have resulted in a 22% YoY decrease of overhead expenses (US$ 8.9MM)
During 2016 some operations were still reporting material losses and thus were tarnishing the good performance of
ATIC. Hence, at the extraordinary general shareholder meeting of the Company held on December 19, 2016, the
Restructuring shareholders agreed to dispose the operations of Mexico, Brazil, Venezuela, Thailand and Indonesia during the year Started 4Q 2016
of Loss Making 2017
Operations
The envisaged plan explained herein is based on the creation of a New ATIC thru the execution of the
abovementioned disposal and ringfencing of these loss making operations
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The Creation of a New ATIC | Overview of AJE Group and Key Considerations
Overview of AJE and its Operations Key Considerations
Aaos Family Grupo Embotellador ATIC, S.A. (ATIC) and Callpa are
two sister holding companies that comprise all of AJEs
operations
NEW ATIC DISCONTINUED OPS. Bolivia ATIC finances its own operations but also the ones under
Net Revenues: US$ 801MM Net Revenues: US$ 281MM
CALLPA subject to the limitations in the Credit
EBITDA: US$ 151MM EBITDA: US$ -34MM Agreement and the Indenture
India
AJEs rapid international expansion has led to the entry
Central
Mexico into 14 countries over the past 10 years
America Nigeria
Whilst the initial success of the internationalisation
Peru Brazil strategy has been sound, some operations are reporting
Egypt
material losses and thus are tarnishing the good
Colombia Thailand performance of AJE and ATICs core operations of
Vietnam Central America, Peru, Ecuador and Colombia
Ecuador Indonesia Callpa will acquire all the assets held for sale, i.e.
Discontinued Operations, for a consideration equal to
Venezuela fair market value in an all-cash transaction. This value
will be established by an independent advisor
Note: 2016 figures
(1) Excludes Corporate Expenses of US$ 32MM. Continued Operations (New ATIC) EBITDA US$ 119MM.
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The Creation of a New ATIC | Overview of AJE Group and Key Considerations (Contd)
Built-up of ATIC 2016 EBITDA
52
80
60 119
40 85
62
20
--
CAM Peru Colombia Ecuador Corp. Continued Mexico Thailand Brazil Indonesia Venezuela ATIC
Expenses Operations
EBITDA margin NEW ATIC
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The Creation of a New ATIC | Key Structuring Considerations
TRANSACTION STRUCTURE
Callpa will acquire all the assets held for sale, i.e. Discontinued Operations, for a consideration equal to fair market value in an all-cash
transaction. This value will be established by an independent advisor
As such, these operations will no longer be guarantors of the Ajecorp 22 Bond
RING-FENCING OF OPERATIONS
The envisaged Corporate Reorganization not only protects New ATIC from the loss making operations but also ring-fences Callpa and its
subsidiaries
As agreed with the banks, loans to related parties will be limited to the extraordinary US$ 8MM stated above and an additional US$ 3MM
during 2017. There will be no further financing to Callpa during the tenure of the senior secured credit facility
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The Creation of a New ATIC | Calendar
ENVISAGED CALENDAR
April Release of 2016 Financial Statements
Caps and Preforms disposal including Discont. Operations
Shareholders Approval to May Bank release of 50% of the escrow account
conduct Corporate
Ringfencing of loss making operations
Reorganization
2Q 2016 Financial statements to report only ATIC
Personnel reduction of 1,300 Design and structuring
employees of the Reorganization Callpa acquisition of assets held for sale
CASH INFLOWS
+ US$ 15MM Caps Disposal + US$ 16MM
+ US$ 16MM (50% of
- US$ 15MM Right-sizing Program upcoming release of
escrow account)
+ US$ 32MM Net Available Proceeds remaining proceeds
o US$ 8MM ATIC
from Preforms disposal (deposited
o US$ 8MM Callpa
into escrow account)
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Review of FY 2016 Results
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Highlights of ATIC FY2016 Results
(3.1%) (3.6%)
642 622 1,123 1,083 (1.0%)
1.5%
809 801
414 420
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Highlights of ATIC FY2016 Results (Cont.)
As result of the Corporate Reorganization, the financial results analyzed herein present the discontinued operations as Assets classified as held for
sale. The information relating to 2015 has been restated to reflect the activities of these operations separately from continuing operations New
ATIC
New ATICs 2016 results are marked by the new focus towards profitability and cost reduction measures implemented by the new management
team which translate into a YoY 11.8% increase in Adjusted EBITDA backed by a solid operational and profitable performance of our main operations,
in particular Peru (+20.5%) and CAM (+8.8%) and savings in corporate expenses of US$ 9.0MM
Volume expansion is mainly explained by the strong performance in Peru (+5.4% YoY) and CAM (+4.7% YoY) due to the launch of new SKU
formats and flavors in the successful and strong brands of Volt and CoolTea. The overall increase was impacted by volume contractions in
Colombia and Ecuador as they suffered from a national transport strike and an earthquake, respectively (-2.6% and -8.3% YoY, respectively)
Net Revenues decline of -1.0% YoY (US$ -7.9MM) is explained by the devaluation impact of our main currencies (YoY impact of -5% and US$ -
40.1MM). However, ATIC managed to increase volumes and average prices in local currencies which partially offset the decline with a YoY
growth of +1.5% (+US$ 12.3MM) and 2.5% (+US$ 19.8MM), respectively.
New ATICs leverage ratios as of December 2016 have decreased significantly reaching a Gross Debt / EBITDA of 4.81x compared to the highest ever
reported ratio of 8.41x in June 2016
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FY 2016 Volume, Sales and EBITDA Evolution
Adj. EBITDA (US$ MM) Price per Case 24x8 Ozs (US$ 000)
118.8
106.3 +12% 2.0 (2%) 1.9
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FY 2016 Devaluation Impact of Local Currencies
The impact of currency devaluation explains a decrease in Net Revenues of 5% YoY (US$ 40.1MM), which has been partially mitigated by price
increases in local currency (US$ 19.8MM) and volume increases (US$ 12.3MM)
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New ATICs Cash Generation | FY 2016
FY2016 ( 000) (US$ 000)
Net Income 31,905 35,309
Cash From Operating Activities
Income Taxes 28,931 32,018
D&A 27,853 30,825 Net income from the year of US$ 35MM compared to a net loss of US$
Impairments 684 757 76MM in 2015
Net Financing Expenses 26,197 28,992 Working capital cash generation attributable to the spin off of the
WC Changes 9,030 9,519 discontinued operations which were affecting the real cash cycle of the
FX Losses and Monetary Earnings (9,596) (10,620) business (i.e. 2016 tax liabilities in Mexico)
Deferred Income Tax 8,506 8,966
Working capital variation excludes all and any loan facilities and accrued
Other 738 778
interests with related parties
Net Cash from Operating Activities 124,248 136,544
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Country Review 4Q 2016
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Continued Operations
Peru Portfolio structure (% of annual sales volume) Discontinued Operations
20,000 Revenues show a higher increase (+18% YoY) than volume based on the new product mix
with higher average prices (+13%)
--
4Q15 4Q16 Together with the volume increase, the average price increase have resulted in double
digit revenue growth in energy drinks (+16% and 65% in average price and revenues,
Adj. Ebitda (US$ 000) respectively), water (+5% and 21% in average price and revenues, respectively) and
13,957 isotonic (+10% and 18% in average price and revenues, respectively)
15,000
10,000 n.m. EBITDA increasing 3.2x times YoY and EBITDA margin reaching 22.4% is mainly explained
by an increase of gross margin of c.US$ 8MM YoY, which includes a positive impact of
5,000 3,317
c.US$ 1.5MM due to the integration of certain distributors in December. Additionally,
-- 4Q2015 was impacted by a bad debt provision of c.US$ 4MM
20 4Q15
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Continued Operations
Central America Portfolio structure (% of annual sales volume) Discontinued Operations
EBITDA decline of 12% YoY is explained by one-off expenses related to redundancy costs
Adj. Ebitda (US$ 000)
(c.120 employees) and an increase of raw materials costs in particular sugar.
14,192
15,000 (12%) 12,520 Nevertheless, profitability remains stable with EBITDA margins above 21% (FY margin of
10,000 25%)
5,000
--
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4Q15 4Q16
Continued Operations
Ecuador
Portfolio structure (% of annual sales volume) Discontinued Operations
10,000
5,000
4Q16 39% 9% 26% 13% 12%
--
4Q15 4Q16
CSD Citrus Water Isotonic Nectar Tea Energy Others
Net Revenues (US$ 000)
40,000 31,775 New tax regime ($0.18 per 100gr of sugar per liter) set by the Government to support
(16%)
26,663
30,000 the reconstruction of Aprils earthquake, together with general price increases had a
20,000 direct impact in the overall beverage market performance, which was already affected
10,000 by the economic slowdown and the reduction of subsidies, resulting in a -15% YoY
volume decline
--
4Q15 4Q16 Net Revenues decrease in line with volume performance based on price-pack
strategies to improve our competitive position which was offset by a higher mix of the
Adj. Ebitda (US$ 000)
isotonic (2nd largest player) and water categories
6,000 5,097 YoY EBITDA increased 17%, driven by EBITDA margin enhancement from 13.7% to
4,342 +17%
4,000 19.1% mainly due to lower raw material prices and a reduced sugar content after the
reformulation of some categories (CSD and Juice). 4Q2016 EBITDA has been impacted
2,000
by severance payments of the reduction of 297 employees (in 2H2016)
--
22 4Q15
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Continued Operations
Colombia Portfolio structure (% of annual sales volume) Discontinued Operations
Adj. Ebitda (US$ 000) Adjusted EBITDA YoY decline is mainly explained by one-off expenses related to
redundancy costs (c.56 employees) and the increase of raw materials, in particular sugar.
12,000 9,630
(29%) However, Colombia has implemented a reformulation of some categories to reduce
9,000 6,823 sugar content in certain categories
6,000
3,000
--
23 4Q15
NOMBRE DE LA PRESENTACIN 4Q16
Continued Operations
Discontinued Operations Discontinued Operations
4Q 2016 Results Volume (000 24 x 8oz) Net Revenues (US$ 000) ADJ. EBITDA US$ 000
US$ 000s 4Q 2015 4Q 2016 YoY 4Q 2015 4Q 2016 YoY 4Q 2015 4Q 2016 YoY
Mexico 27,915 23,206 (17%) 31,864 26,789 (16%) (12,513) (7,383) +41%
Thailand 11,509 13,439 +17% 15,803 17,558 +11% (1,899) (9,723) n.m.
Brazil 588 149 (75%) 506 182 (64%) (2,092) (1,287) +38%
Venezuela 3,785 930 (75%) 13,679 15,787 +15% 513 (3,339) n.m.
Indonesia 10,190 5,251 (48%) 13,951 7,439 (47%) (5,214) (2,533) +51%
Total DISCONTINUED OPERATIONS 53,987 42,975 (20.4%) 75,803 67,755 (10.6%) (21,205) (24,265) (14.4%)
Total ATIC 163,303 145,750 (10.7%) 276,008 262,680 (4.8%) 2,248 6,557 n.m.
Adj. EBITDA has improved on the back of: (i) the new strategy to increase profitability whilst losing some volume; (ii) selected cost-
cutting and efficiency programs; and (iii) the reduction of more than 400 employees during 3Q-4Q 2016
4Q 2016 adjusted EBITDA has been impacted by a 2008 tax contingency of c.US$ 8MM. Excluding this extraordinary effect,
adjusted EBITDA loss would have decreased by 9%
As stated in previous quarters, Brazil reduced its level of operations as part of a restructuring process managing to reduce its Adj.
EBITDA loss by 38%
Sales volume YoY decrease is mainly explained by the lack of raw materials in the country and the prevailing challenging socio-
political situation. Average prices growth is due to a continuous increase in inflation in the country
Volume decline of 48% is mainly due to the CSD category decline together with a reduction of distribution points in general trade.
Profitability improvements are due to a reduction of variable logistic cost for Non Java island delivery
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Company Breakdown Quarterly Contribution1
Contribution by Geography
Volume Revenues Adj. EBITDA2
CAM
CAM
Peru 29% Peru CAM
23%
36% 24% Peru 33%
36%
Contribution by Category
4%
Volume 51% 16% 20% 6% 2%
3
CSD Citrus Water Isotonic Nectar Energy
(1) Excluding Discontinued Operations (Indonesia, Mexico, Brazil, Thailand and Venezuela).
(2) Excluding negative EBITDA Contributor (Holding).
NOMBRE DE(3)
25 CSD includes BIG (c.78% of the category), Kola Real, Oro and First.
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Appendix
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Appendix 5.1 Corporate Initiatives | Capital Structure
Key Terms and Conditions
4 year term. Quarterly amortization beginning Sep 17 Borrower and Borrower: Ajeper, S.A.
Tenor Guarantors
(1 year grace period) Guarantors: ATIC and its subsidiaries
Participating Citibank Santander ATICs subsidiaries PP&E located in Colombia, Mexico,
Banks COFIDE Scotiabank Peru, Ecuador, Costa Rica, Guatemala and Nicaragua
Security
69% in PEN Intellectual property rights used by the above
Currency subsidiaries in such countries
31% in US$
PEN: 9.95% per annum Customary affirmative and negative covenants and events
Interest Rate Covenants
US$: Libor + 550bps of default
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Appendix 5.2 Full Year 2016 Results | Profit & Loss
FY 2016 Results Volume (000 24 x 8oz) Net Revenues (US$ 000) ADJ. EBITDA US$ 000
US$ 000s FY 2015 FY 2016 YoY FY 2015 FY 2016 YoY FY 2015 FY 2016 YoY
Central America 119,993 125,677 +4.7% 241,999 249,201 +3% 57,338 62,405 +9%
Colombia 107,354 104,615 (2.6%) 207,965 193,867 (7%) 30,089 19,160 (36%)
Ecuador 49,157 45,068 (8.3%) 117,110 107,339 (8%) 16,830 17,405 +3%
Peru 137,532 144,975 +5.4% 241,782 250,409 +4% 43,333 52,197 +20%
Corporate -- -- -- 386 515 -- (41,269) (32,319) (22%)
Total CONTINUED OPERATIONS 414,036 420,335 +1.5% 809,243 801,331 (1%) 106,322 118,848 +12%
Mexico 113,792 108,262 (5%) 137,031 127,592 (7%) (21,835) (14,266) (35%)
Thailand 48,817 57,164 +17% 85,559 83,076 (3%) (883) (7,745) n.m.
Brazil 1,652 1,130 (32%) 1,659 621 (63%) (6,195) (5,801) (6%)
Venezuela 22,336 6,156 (72%) 26,811 24,905 (7%) 3,877 (2,140) n.m.
Indonesia 41,449 28,896 (30%) 62,485 45,110 (28%) (4,473) (4,301) (4%)
Total DISCONTINUED OPERATIONS 228,045 201,609 (12%) 313,545 281,303 (10%) (29,509) (34,252) +16%
Total ATIC 642,081 621,944 (3.1%) 1,122,788 1,082,634 (3.6%) 76,812 84,595 +10.1%
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Appendix 5.3 4Q 2016 Results | Profit & Loss
4Q 2016 Results Volume (000 24 x 8oz) Net Revenues (US$ 000) ADJ. EBITDA US$ 000
US$ 000s 4Q 2015 4Q 2016 YoY 4Q 2015 4Q 2016 YoY 4Q 2015 4Q 2016 YoY
Central America 30,824 29,992 (2.7%) 61,043 60,221 (1%) 14,192 12,520 (12%)
Colombia 30,568 24,332 (20.4%) 54,508 45,146 (17%) 9,630 6,823 (29%)
Ecuador 13,163 11,145 (15.3%) 31,775 26,663 (16%) 4,342 5,097 +17%
Peru 34,761 37,305 +7.3% 52,820 62,428 +18% 3,317 13,957 n.m.
Corporate -- -- -- 59 467 -- (8,027) (7,575) (6%)
Total CONTINUED OPERATIONS 109,316 102,775 (6.0%) 200,204 194,925 (3%) 23,454 30,823 +31%
Mexico 27,915 23,206 (17%) 31,864 26,789 (16%) (12,513) (7,383) (41%)
Thailand 11,509 13,439 +17% 15,803 17,558 +11% (1,899) (9,723) n.m.
Brazil 588 149 (75%) 506 182 (64%) (2,092) (1,287) (38%)
Venezuela 3,785 930 (75%) 13,679 15,787 +15% 513 (3,339) n.m.
Indonesia 10,190 5,251 (48%) 13,951 7,439 (47%) (5,214) (2,533) (51%)
Total DISCONTINUED OPERATIONS 53,987 42,975 (20.4%) 75,803 67,755 (10.6%) (21,205) (24,265) (14.4%)
Total ATIC 163,303 145,750 (10.7%) 276,008 262,680 (4.8%) 2,248 6,557 n.m.
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Appendix 5.4 2016 Debt and Cash Breakdown
Note I: Property Plant & Equipment impairment correspond to the beer business in Peru.
Note II: Gains from PP&E disposal relates to the caps and preforms assets disposal.
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Thanks!
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