Earnings Release 2nd Quarter
2014
Earnings Release 2Q 2014S
1.
2Q 2014 Highlights
2.
Recent Events
3.
Consolidated Income Statements
4.
Retail Business Indicators
5.
Stores
6.
Financial Business Indicators
7.
EBITDA
8.
Financial Statements La Polar S.A. - IFRS
9.
a.
Consolidated income statements by function
b.
Consolidated Balance Sheet
c.
Cash Flow
Debt Restructure Stages a. Debt Restructure b. Debt Restructure Essential Facts
10.
Annex
Notes:
Quarters are named as: 1Q, 2Q, 3Q, 4Q accordingly Semesters are named as: 1H, 2H accordingly Calendar years are named LTM (Last twelve months) Currency symbols: CLP $ for Chilean Pesos, US $ U.S. Dollars, M Millions, B Billions Exchange rate used in this 2Q report: 1 US $ = CLP $ 552,72 Source: Internal Revenues Service ( Servicio de Impuestos Interno – SII – Chile)
1
Earnings Release 2Q 2014S
1. 2Q 2014 Highlights
Total revenue for the second quarter reached CLP $ B 101, representing an increase of 3.1% compared to 2Q 2013.
SSS grew 1% in the second quarter of the year compared with the same period last year, obtaining a growth of 3.5%. The Soccer World Cup made the television and phones sales have a rise of 35%, the restrictions that came from the financial restructure in which the company was engaged since April, trigger the lack of a balanced stock of products from national suppliers, which impacted a decrease of 20% in the sale of such brands (excluding television and phones). Moreover, the sale of private labels grew by 5%, increasing its share in the retail sales to 34%.
Retail margin reached a 29.2%, which represents a slight decrease from the same period last year, even though the rise in the exchange rate affects approximately a 3 percentage points in the private labels margin and the greater participation in the electronics department previously mentioned pressured towards a decline.
In the second quarter, an increase in the SG&A is observed in comparison with the same period last year. This increase is due to: i. In the second half of 2013 there was an increase in the minimum wage. In the same period, collective agreements were reached (valid until 2016), resulting in an increase in salaries, which mainly affected the retail business. ii. In the second half of 2013 the financial area strengthened, allowing the structure to adapt to the new regulatory requirements imposed by the SBIF ( Superintendency of Banks and Financial Institutions) iii. In the second quarter of 2014, an overall restructure company plan began, which has meant a significant increase in settlement expenses. This process, which seeks greater efficiency, began in June with a management restructure , an significant reduction in marketing expenses, and also the back office restructure in stores, the closing of regional warehouses and the self – service implementation for retail and financial segment. The results of this process will be reflected from the second half of 2014.
The risk rate remained below 10%. At the end of the 2Q, the risk rate was 9.9%, compared with 10.8% from the same period last year. This is due to an improvement in the customer segmentation, allowing us to give better offers. ( For further details see page 9)
2
Earnings Release 2Q 2014S
On April 10th, the board of the company announced the decision to initiate the debt renegotiating process with various creditors. On September 1st, at the Creditors Meeting, it was approved with a 100% of the total eligible voters the agreement in the Shareholders Meeting on August 8th and Bondholders Meeting on August 27th. This means that there will be a 66.67% dilution of current shareholders. ( For further details see page 17) In this Financial Statements and with the agreement reached on August 27th, the company is in the process of standardization of supplier credit lines and have achieved short – term financing, thus ensuring shipments for the fourth quarter of 2014.
On June 2nd, the Board of the company agrees with CEO Mr. Patricio Lecaros, to initiate a process of replacement for him. On July 22nd, it was agreed to appoint Mr. Gino Manriquez as Interim CEO, who had worked to this date as Controller of the company.
2. Recent Events Closure of Stores Among the cost-cutting plans of the company, it became effective the decision taken by the Company Board to close the Panamericana Store on the 31st of August, and also the closure of the store in San Fernando on September 7th.
Change in Management As previously mentioned, on the 22nd of July, Mr. Gino Manriquez assumed as Interim CEO replacing Mr. Patricio Lecaros.
3
Earnings Release 2Q 2014S
3. Consolidated Income Statements CLP $ B Revenues Cost of Sales Margin
2Q 14 100,7 (65,3) 35,3
% Income
SG&A (w/o depreciation) Operating Income EBITDA Depreciation Non - Operating Income Profit (Loss) Before Taxes Benefits ( Expenses) Income Tax Profit (Loss)
(37,9) (4,6) (1,3) (2,0) (6,2) (10,8) (1,0) (11,8)
-38%
-65% 35%
-5% -1%
-11%
CLP $ B Revenues Cost of Sales Margin
1H 14 192,6 (126,2) 66,4
% Income
SG&A (w/o depreciation) Operating Income EBITDA Depreciation Non - Operating Income Profit (Loss) Before Taxes Benefits ( Expenses) Income Tax Profit (Loss)
(72,0) (9,3) (3,1) (3,8) (11,6) (21,0) (0,4) (21,4)
-37%
-66% 34%
-5% -2%
-11%
2Q 13 98,0 (61,0) 37,0
% Income
(30,4) 3,5 7,2 (3,2) (3,1) 0,4 3,4 3,8
-31%
1H 13 181,4 (118,4) 63,0 0 (59,9) (0,9) 4,4 (3,9) (9,3) (10,2) 2,1 (8,1)
-62% 38%
4% 7%
0%
% Income -65% 35%
-33% 0% 2%
-6%
4
Earnings Release 2Q 2014S
4. Retail Business Indicators 2Q´13
3Q´13
4Q´13
1Q´14
2Q´14
81.818
75.169
104.489
72.942
82.811
2Q´13
2Q´14
D%
81.818
82.811
1%
Retail Revenues (CLP $ M)
Retail Revenues (CLP $ M)
LTM 2Q13
LTM 2Q14
D%
Retail Revenues (CLP $ M) 316.537
335.412
6%
The revenues from the retail business in the second quarter of 2014 compared to the same period last year, increased by 1%, obtaining CLP $ B 83. In addition, a cumulative growth of 6% in the last twelve months was reached.
Retail Revenues LTM CLP $ B 0,3%
1,3% 1,8%
2,4%
330
334
335
1Q 14
2Q 14
Retail Revenues ( CLP $ B)
324 317
2Q 13
3Q 13
4Q 13
5
Earnings Release 2Q 2014S
Retail Margin % LTM
27%
27%
27%
4Q 13
1Q 14
2Q 14
26%
25%
2Q 13
3Q 13
The margin of the last twelve months has also grown, what has remained constant in recent quarters with 27%.
Sales UF/ Sqm² 1 1Q
2Q
3Q
4Q
2013
6,2
7,4
6,8
9,3
2014
6,4
7,2
Var %
3%
-3%
-
-
During the second quarter of 2014 the UF/ sqm² reaches 7.2, which means a decrease of 3% compared to the same period last year. This decrease was primarily due to the average increased of the 2Q 2013 UF and the 2Q 2014 UF.
5. Stores 2013
Number of Stores Sales Surface (Thousands sqm ) Revenues ( Th.$)/sqm)
2014
Q1
Q2
Q3
Q4
Q1
Q2
40 160.700 427
40 160.300 510
40 160.500 468
40 161.300 648
40 161.500 452
40 160.700 515
At the end of the second quarter of 2014, La Polar has 40 stores, although after June 2014, as previously mentioned, 2 stores have already closed, Panamericana y San Fernando.
1
UF/sqm2: (Retail revenues/UF monthly closing)/ Square meters (sales room, hallway, fitting room, storage). This is a monthly indicator, but reported on a quarterly basis.
6
Earnings Release 2Q 2014S
6. Financial Business Indicators 2Q´13
3Q´13
4Q´13
1Q´14
2Q´14
15.858
17.578
20.208
20.087
19.018
2Q´13
2Q´14
D%
15.858
19.018
20%
Financial Revenues (CLP $ M)
Financial Revenues (CLP $ M)
LTM 2Q13
D%
LTM 2Q14
Financial Revenues (CLP $ M) 56.276
76.891
37%
During the second quarter of 2014, the financial revenue was CLP $ M 19.018, while those in the same period of 2013 were CLP $ M 15.858, which represents an increase of 20%. Compared to the same period of the last 12 months, the growth was 37%. The main reason for this increase is the sustained raise that the portfolio experienced in the second half of 2013.
Financial Revenues LTM CLP $ B 8,8%
56
61
2Q 13
3Q 13
4,2%
9,5%
12,1%
68
74
78
4Q 13
1Q 14
2Q 14
7
Earnings Release 2Q 2014S
Financial Margin % LTM
75% 2Q 13
78%
77%
3Q 13
75%
4Q 13
71%
1Q 14
2Q 14
Financial Indicators
CHILE Financial Business
1Q´13
2013 2Q´13 3Q´13
2014 4Q´13
1Q´14
2Q´14
Credit Card Loan Stock ( CLP $ B)
112
121
139
179
163
153
Provision for loan losses ( CLP $ B)
14
13
12
14
15
15
% Provision for loan losses
12,89%
10,83%
8,31%
7,91%
9,07%
9,94%
Net loan losses ( CLP $ B)
5
4
4
4
5
5
Open accounts w/ balance (Th.)
453
461
464
519
508
524
Average Debt ( CLP $ Th.)
247
263
299
344
322
292
% of sales with credit card
45%
50%
52%
51%
49%
56%
The percentage of the sale of the retail card increases from 50% in 2Q 2013 to 56% in 2Q 2014 as a result of promotions and coordination between sales areas, retail and the financial business in order to enhance the retail payment method. The risk rate at the end of the second semester is kept below 10%, which is considered an industry standard for the segment that the company serves. The risk rate at the end of 2Q 2014 was 9.9% versus 10.8% in 2Q 2013. Unlike the second quarter of last year, the portfolio decreases compared to the previous quarter, thus by having a lower amount of new portfolio in the current stage, it also makes the risk rate indicator have a raise.
8
Earnings Release 2Q 2014S
Credit Card Loans2 (CLP $ B)
Credit Card Loan Portfolio (CLP $ B)
Total Stock CLP $ B 153 Total Stock CLP $ B 121
27 19
65
2Q´ 2013
126
103
57
JUN´13
2014
Normal
JUN´14 Renegotiated
The financed sale was lower in the second quarter compared to the same period last year due to the contraction of the financial business; however, the participation of the card in the retail business increased by 6 percentage points. In the second quarter of 2014, the gross loans reached CLP $ B 153, which means an increase of 26% compared to the same period last year, highlighting an increase in the normal portfolio ( not renegotiated) by 22%
Risk Rate
26,2%
22,6%
19,1%
16,1%
12,4% 12,9% 10,8%
8,3%
7,9%
9,1%
9,9%
DEC´11 MAR´12 JUN´12 SEP´12 DEC´12 MAR´13 JUN´13 SEP´13 DEC´13 MAR´13 JUN´14
2
Credit card loans with credit card La Polar includes: Cash Advances, Super Advances, and use in Associated Business and finance in La Polar Retail stores. Includes VAT.
9
Earnings Release 2Q 2014S
Loan Portfolio Indicators – Gross Loans (%)
44%
56%
37%
63%
17%
15%
13%
14%
18%
29%
19%
12%
24%
83%
85%
87%
86%
82%
71%
81%
88%
76%
DEC´11 MAR´12 JUN´12 SEP´12 DEC´12 MAR´13 JUN´13 SEP´13 DEC´13 MAR´14 JUN´14 Normal
Renegotiated
I can be seen that there has been a slight increase in the 2Q 2014 Renegotiated portfolio compared to the 1Q 2014, which is mainly explained to the lower portfolio that has been seen in these periods, from a portfolio of CLP $ B 163 to CLP $ B 153. Loan Portfolio Indicators – Portfolio by aging segments 6% 6%
7% 7%
13%
10% 91 a 180 31 a 90
75%
75%
01 a 30 Current
JUN´13
JUN´14
Comparing June 2013 with June 2014, a composition of sections similar behavior is observed.
10
Earnings Release 2Q 2014S
7. EBITDA 3 2Q 2014 EBITDA CLP $ B Revenues Costs Gross Margin % Revenues SG&A ( w/o depreciation) % Revenues EBITDA % Revenues
2Q 2014 82,8 (58,6) 24,2 29,2% (26,4) -31,9% (2,2) -2,7%
Retail Growth 1,2% -0,9% 24,1%
2Q 2013 81,8 (57,4) 24,4 29,8% (21,3) -26% 3,1 3,8%
2Q 2014 19,0 (6,6) 12,4 65,2% (11,5) -60,4% 0,9 4,8%
Financial Growth 2Q 2013 19,9% 15,9 (2,8) -5,3% 13,1 82,6% 26,8% (9,1) -57% 4,0 25,5%
Consolidated 2Q 2014 Growth 2Q 2013 100,7 3,1% 97,7 (65,2) (60,2) 36,6 -2,4% 37,5 36,4% 38,4% (36,8) 21,1% (30,4) -36,5% -31,1% (1,3) 7,2 -1,3% 7,3%
While revenues for the quarter grew 3.1%, there was 2.4% gross margin which was lower due to a decrease in the financial margin because of less loans placements and write-offs from a larger portfolio scenario. Additionally, in the second quarter of 2013, a reversal of provisions in the financial business was made, which increases the comparison base of the previous period. Also there was an increase in the SG&A by 21.1% over the same period last year, because (as previously explained) to the financial restructuring of the Financial Business that was enhance due to the new regulations of the Superintendency of Banks and Financial Institutions (SBIF), it was also increased the minimum wage and a rise was made because of the collective agreements that were reached, that will be valid until 2016. Additionally in the second quarter of 2014, an overall restructuring plan was initiated which has meant a significant increase in the settlements expenses for approximately CLP $ B 2. This causes that the Consolidated EBITDA dropped to negative levels with an EBITDA margin of 1.3%. The restructuring plan that seeks greater efficiency began the second quarter with the restructuring of the management and a significant reduction in the marketing spending. The restructuring plan also considers the back office of the store, the closing of regional warehouses and the implementation of a new model of self-service for retail and financial segment. These results will be reflected in the second half of 2014.
3
See Annex on page 21 for information by operating segment
11
Earnings Release 2Q 2014S
1H 2014 EBITDA CLP $ B Revenues Costs Gross Margin % Revenues SG&A ( w/o depreciation) % Revenues EBITDA % Revenues
1H 2014 155,8 (113,5) 42,3 27,1% (48,5) -31,1% (6,2) -4,0%
Retail Growth 3,5% 1,3% 18,2%
1H 2013 150,5 (108,8) 41,7 27,7% (41,0) -27% 0,7 0,5%
1H 2014 39,1 (12,5) 26,6 68,1% (23,5) -60,1% 3,1 8,0%
Financial Growth 1H 2013 29,6% 30,2 (7,6) 17,9% 22,6 74,8% 24,2% (18,9) -63% 3,6 12,1%
Consolidated 1S 2014 Growth 1S 2013 194,9 7,9% 180,7 (125,9) (116,4) 68,9 7,2% 64,3 35,4% 35,6% (69,8) 16,4% (59,9) -35,8% -33,2% (3,1) 4,4 -1,6% 2,4%
EBITDA MARGIN LTM 1Q´13
2Q´13
3Q´13
0,9%
4Q´13
2,2%
1Q´14 2,4%
2Q´14 0,3%
-1,1% -3,7%
12
Earnings Release 2Q 2014S
8. Financial Statements of La Polar S.A. - IFRS Complete Financial Statements of Empresas La Polar S.A are available on the website of the Securities and Insurance Supervisor (www.svs.cl) and the website of Empresas La Polar, www.nuevapolar.cl a. Consolidated Income Statements4
Revenues
For the 6 Month Period
For the 6 Month Period
30-jun-14
30-jun-13
CLP $ M
CLP $ M
192.637
181.377
Cost of Sales
(126.205)
(118.374)
Gross Profit
66.432
63.003
Distribution Costs Administrative Expenses
(986)
(755)
(72.561)
(62.376)
Other Profit ( Loss)
686
(220)
Financial Revenue
325
3.118
(13.766)
(13.518)
Financial Costs Foreign Currency Exchange Differences
(867)
548
Profit (Loss) From Inflation - Indexed Assets and Liabilities
(243)
(25)
Profit (Loss) Before Taxes
(20.980)
(10.224)
Profit ( Loss) Income Taxes
(418)
2.107
(21.398)
(8.117)
(21.398)
(11.781)
Profit ( Loss) After Taxes Profit (Loss) of the Discontinues Operations of the Period Profit (Loss)
(3.664)
4
In 2013 it was added the Profit (loss) from the discontinued operations of the period, referring to the decision by the Board to put on sale La Polar S.A.S.
13
Earnings Release 2Q 2014S
b. Consolidated Balance Sheet5 30-06-2014 CLP $ M
31-12-2013 CLP $ M
30-jun-13 CLP $ M
Current Assets Cash and cash equivalents Other current financial assets Other current non financial assets Current trade and accounts receivables Inventory Tax assets Total current assets
12.869 480 14.321 110.971 55.428 33.462 227.530
21.403 839 7.599 128.520 51.026 32.956 242.342
72.720 13.081 15.619 105.870 59.165 17.070 283.523
Non-Current Assets Fees Receivable Other non-current financial assets Intangible assets other than goodwill Properties, plant and equipment Deferred tax assets Total non-current assets
36.617 908 19.153 60.649 2.757 120.084
48.710 437 19.333 61.173 2.865 132.518
19.885 244 19.494 70.353 12.268 122.244
Non-Current Assets held for sale
20.146
Total Assets
347.614
395.007
405.767
Current Liabilities Other current financial liabilities Other trade and other accounts payable Other current provisions Current tax liabilities Employee benefits provisions Other current non-financial liabilities Total current liabilities
23.550 67.848 3.561 4.470 4.055 793 104.277
29.724 72.292 3.987 4.039 5.961 3.145 119.147
27.978 63.734 13.462 2.483 4.129 1.201 112.986
Non-current Liabilities Other non-current financial liabilities Other long term provisions Deferred tax liabilities Total non-current liabilities
188.677 2.284 43.229 234.189
177.260 3.059 44.941 225.261
173.500 1.630 38.533 213.663
Liabilities directly associated with noncurrent assets held for sale Total Liabilities Equity Issues capital Retained earnings Other reserves Equity attributable to: Owner of the parent company Non-controlling interest Total Equity Total Liabilities and Equity
20.631 338.466
365.039
326.649
302.678 (310.961) 17.432
302.678 (289.937) 17.227
302.678 (243.041) 19.482
9.148
29.967
9.148
29.967
79.118 0 79.118
347.614
395.007
405.767
5
For 2013 it is added Non-Current assets held for sale and liabilities directly associated with Non-Current assets held for sale, referring to the decision by the Board to put on sale La Polar S.A.S.
14
Earnings Release 2Q 2014S
Indicators
Indicators Current Ratio Acid Ratio
Unit Times Times
Jun´14 2,18 1,65
Mar´14 2,04 1,50
Dec´13 2,03 1,61
Sep´13 2,34 1,75
Jun´13 2,51 1,99
The current ratio decreases in June 2014 compared to June 2013 due to the decrease in cash and equivalents. As for the Acid ratio, it decreased mainly for the increased in the inventory by 4% compared to June 2013.
Indicators Inventory Turnover Inventory Turnover
Unit Times Days
Jun´14 4 86
Mar´14 4 97
Dec´13 5 78
Sep´13 4 88
Jun´13 5 84
Comparing 2Q 2014 with 2Q 2013, it is observed that the number of days of inventory increase 5 days. Indicators Average Payment Period
Unit Days
Jun´14 70
Mar´14 80
Dec´13 70
Sep´13 51
Jun´13 59
The increase in the average payment method compared to June 2013 days is due to an increase of the trade payables and other accounts payable.
Indicators Current Liabilities Non - Current Liabilities
Unit % %
Jun´14 31,1% 68,9%
Mar´14 32,5% 67,5%
Dec´13 32,6% 67,4%
Sep´13 30,4% 69,6%
Jun´13 33,1% 66,9%
Current liabilities, in June of 2014, represent 31.1% of total liabilities. DF / EBITDA Financial Debt to EBITDA
Indicators Average Collection Period
Unit Days
Jun´14 149,8
Mar´14 20,7
Dec´13 23,3
Sep´13 -22,9
Jun´13 -11,9
Jun´14 171
Mar´14 172
Dec´13 189
Sep´13 177
Jun´13 178
The average collection period decreased 7 days compared to June 2013, due to an increase in the sale of La Polar Card.
15
Earnings Release 2Q 2014S
c. Cash Flow Statements
Cash Flow Statements
30-jun-14
30-jun-13
CLP $ M
CLP $ M
258.682
202.230
Payment to suppliers for supplying goods and services
(203.520)
(174.259)
Payment to and account of employes
(30.098)
(25.492)
Other payments for operating activities
Cash flow from (used in) operating activities Proceeds from sales of goods providing services
(25.365)
(43.301)
Received Interest
1.308
6.833
Paid Interest
(489)
Income taxes refunded (paid)
(710)
1.617
Net cash flow from operating activities
(192)
(32.371)
Cash flow (used in) investing activities Cash flows used to obtain control of subsidaries or other business Loans to related entities Proceeds from disposal of property, plant and equipment Addittions to property, plant and equipment
(9.191)
73 (2.088)
Addittions to intangible assets
(82)
Other cash flow Net cash flow from investing activities
(3.736) (14.655)
(2.015)
(27.664)
(482)
(4.649)
Proceeds from financial lease liabilities
(1.015)
348
Paid Interests
(4.829)
Net cash flow from financing activities
(6.326)
(4.301)
Net decrease in cash and cash equivalents
(8.534)
(64.337)
Cash and cash equivalents at the beginning of the period
21.403
135.935
Cash and cash equivalents at the end of the period
12.869
71.598
Cash flow (used in) financing activities Proceeds from issuance of shares Proceeds from loans
16
Earnings Release 2Q 2014S
Operating activities generated a negative cash flow of CLP $ M 192 that was lower than the negative flow of the same period in 2013 for CLP $ M 32.371, this is due to less use of working capital in the portfolio decreased compared to December. Investing activities generated a negative cash flow of CLP $ M 2.015 which is inferior to CLP $ M 27.664 of last period. This was because of the closure of operations in Colombia, so there were no remittances to this subsidiary.
Financing activities generated a negative cash flow of CLP $ M 6.326. Large part of this amount is due to the interest payment of F Bond and capital of the G Bond.
9. Debt restructure stages
a. Debt Restructure On April 10th, the Board of La Polar announced the decision to initiate the process of renegotiating the debt with various creditors, which after several instances of negotiation (meetings of shareholders and bondholders), it was obtained the approval of the creditors meeting on September 1st, of the terms proposed in the shareholders meeting held on August 8th; being summarized in the following points:
The issuance of a convertible bond into shares was approved in the amount CLP $ B 163.633 with a maturity year 2113 (payable in one payment at zero interest rate) and the issuance of 1,997,235,044 shares for payment, which implies a dilution of 66.67% from current shareholders. It was agreed to continue paying interest on the F Bond that currently accrue, until realization of the exchange. The contracts of F and G Bonds are modified to be prepaid through convertible bonds.
This process of debt restructuring will allow the company to have a great improvement in financial indicators, especially debt, as well as better financial position.
17
Earnings Release 2Q 2014S
You can see the bond modification in the next table:
Bond Modification F Series
G series
Par Value
CLP $ M 196.217
CLP $ M 197.669
Amortization
1 in 2113
1 in 2113
N° of shares to convert
1.677.677.437
319.557.607
Prepaid Value
CLP $ M 137.452
CLP $ M 26.181
Interes Rate
There isn´t
There isn´t
Senior Debt
Changes in term and prepayment option
CLP $ B 196
F Bond and Modify Senior CLP $ B 59
F Bond and Modify Senior CLP $ B 59
1,677,677,437 Shares
Convertible Bond CLP $ B 137
(56%)
Issuance of the convertible bond Convertible Bond CLP $ B 26
Conversion Option for 3 years
66,6%
319,557,607 Shares (11%)
Junior Debt
CLP $ B 197
Changes in term and prepayment option
G Bond and Modify Junior CLP $ B 171
G Bond and Modify Junior CLP $ B 171
For both Bonds (F and G), there is an approval process in the Superintendency of Securities and Insurance, to review and approve: (i)The issuance of the convertible bond, (ii) a capital increase to support this bond (iii) Bonds F and G modifications. Once this process has ended, it will began a preferential option period (POP) of 30 days, in which current shareholders may subscribe at a price of CLP $ 81,929 per share for the convertible bond. Once the POP has ended, the company shall mandatorily prepay, with the money received and the available convertible bonds, the portion of the F and G Bonds equivalents to eh F Bond in CLP $ B 137 and the G Bond in CLP $ B 26.
18
Earnings Release 2Q 2014S
b.
Essentials Facts of the debt restructure
Extraordinary Shareholders' Meeting On July 1st, it was held the Extraordinary Shareholders Meeting in which the most important points are the following: An issue of convertible bonds into shares was approved for $ 81,816,733,577 without interest or amortization and one due in 2113. It was approved an exchange ratio of 12.20533 shares per $ 1,000 par value of each convertible bond. Following the approval of the issuance of these convertible bonds, a capital increase by $ 81,816,733,577 and the issuance of 998,617,522 shares for payment were approved. These agreements were subject to approval by the creditors of the company.
Bondholders' Meeting On July 21st, 2014 the Board of Bondholders was held for the F and G series where the following was reported: The proposed amendment agreed at the Extraordinary Shareholders' Meeting held on July 1st was rejected. Banco de Chile was empowered as the representative of the F and G Bondholders to present two new proposals to La Polar on the debt restructuring, which are summarized below: i. Counterproposal A: Issue of Convertible Bonds after its capital increase and the conversion exercise, the bondholders have at least 80% ownership of La Polar. ii. Counterproposal B: Pay interest and capital on the Bonds in accordance with the current development table, during the period of this table. If La Polar does not have sufficient funds, it, may be able to preferably offer to its shareholders a capital increase of an amount sufficient to do the payment.
The suspension of the Creditors Meeting for july 23rd, which was approved.
19
Earnings Release 2Q 2014S
Extraordinary Shareholders' Meeting On August 8th, it was held again an extraordinary Shareholder´s meeting which includes the following: G.
It was agreed to reject the counterproposals A and B submitted by the Banco de Chile for the Bonds F and
An issue of convertible bonds which is a capital increase of $ 163.333 billion and the issuance of 1,997,235,044 shares for payment were approved. This issue of shares and capital increase involves a dilution of the existing shareholders of the company to 66.66%.
Shareholder´s Meeting On August 27th, the Bondholders meeting was held for the F and G Series where the following was reported:
The issuance of a convertible bond into shares was approved in the amount of $ 163.633 billion with a maturity year 2113 (payable in one payment with zero interest rate) and the issuance of 1,997,235,044 shares for payment, which implies at a dilution of 66.67% from current shareholders. It was agreed to continue the payment of interest on the F series that currently accrue to the realization of the exchange. Contracts for F and G Bonds are modified to be prepaid through convertible bonds.
Creditors Meeting On September 1st, the Creditors Meeting was held where the following was communicated:
I was approved all previously agreed in the Bondholders meeting that took place on August 27th.
20
Earnings Release 2Q 2014S
10. Annex: EBITDA Quarter Evolution CLP $ M
Retail Business Revenues Costs Gross Margin % Revenues
SG&A (w/o depreciation) EBITDA % Revenues
Financial Business Revenues Costs Gross Margin % Revenues
SG&A (w/o depreciation) EBITDA % Revenues
1Q 2013
2Q 2013
3Q 2013
4Q 2013
1Q 2014
2Q 2014
68.673 (51.361) 17.312
81.818 (57.406) 24.412
75.169 (56.428) 18.741
104.489 (75.849) 28.640
72.942 (54.865) 18.078
82.811 (58.607) 24.204
25,2%
29,8%
24,9%
27,4%
24,8%
29,2%
(19.704) (2.392)
(21.305) 3.107
(20.010) (1.269)
(27.507) 1.133
(22.045) (3.968)
(26.446) (2.241)
-3,5%
3,8%
-1,7%
1,1%
-5,4%
-2,7%
14.318 (5.639) 8.679
15.858 (3.258) 12.600
17.578 (2.545) 15.034
20.208 (6.417) 13.792
20.087 (5.849) 14.238
19.018 (6.619) 12.399
60,6%
79,5%
85,5%
68,2%
70,9%
65,2%
(9.880) (395)
(9.055) 4.044
(12.437) 3.101
(12.899) 1.533
(12.028) 2.210
(11.483) 917
-2,8%
25,5%
17,6%
7,6%
11,0%
4,8%
(1.055) 1.055
(1.167) 1.167
91.975 (60.714) 31.261
100.662 (65.226) 35.436
Consolidation Adjustments Revenues SG&A (w/o depreciation) Consolidated Revenues Costs Gross Margin
82.991 (57.000) 25.991 % Revenues
SG&A (w/o depreciation) EBITDA % Revenues
97.676 (60.664) 37.012
92.747 (58.973) 33.774
124.698 (82.266) 42.432
31,3%
37,9%
36,4%
34,0%
34,0%
35,2%
(29.584) (2.787)
(30.360) 7.151
(32.447) 1.832
(40.406) 2.667
(33.018) (1.757)
(36.761) (1.325)
-3,4%
7,3%
2,0%
2,1%
-1,9%
-1,3%
21