5. CORPORATE GOVERNANCE STRUCTURE
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Companhia Providência (PRVI3) is listed on the Novo Mercado segment at
BM&FBovespa, the highest Corporate Governance standards. Among the main
practices are:
General Shareholders` Meeting
Fiscal Council
Board of Directors
Board of Executive Officers
Independent extern auditors
6. ORGANIZATIONAL CHART
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CEO
CFO/ IR
Finance
Controller
IR
IT
Legal
Commercial Office
Sales
Customer Service
Product
Development
Operations, Engineering and Tecnology Office
Operations
Maintenance
Enginnering
Logistics
Quality Processes
Quality Assurance
Purchasing
USA
Administrative
and
Manufacture
Human Resources
617
120
71
Employees in June, 2015
São Jose dos Pinhais Pouso Alegre United States
76%
15%
9%
Total: 808
7. CORPORATE STRUCTURE
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Companhia Providência Indústria e Comércio
Providencia USA Inc.
1963 | 1980 | 1990 | 2000 | 2007 | 2008 | 2011 | 2012 | 2013 | 2014 | 2015
Founded in 1963, became a pioneer in the manufacture of plastics in the South of Brazil;
Started the production of nonwovens;
IPO and acquisition of Isofilme, a nonwovens company located in Pouso Alegre (MG);
Focus on nonwovens: Sale of the division of pipes and fittings;
Start up of the first overseas factory in Statesville, North Carolina - USA;
Sale of Control to PGI Brazil and merger of Isofilme into Companhia Providência;
Tender Offer.
8. PLANTS
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Installed Capacity:
40 thousand ton/year - 2
Production Lines
Area:
16.3 thousand m2 of built area on
land of 174 thousand m2
Installed Capacity :
30 thousand ton/year – 2
Production Lines
Area:
25 thousand m² of built area on
land of 210 thousand m²
Installed Capacity :
70 thousand ton/year – 9 Production
Lines
Area:
72 thousand m² m² of built area on
land of 189 thousand m²
Statesville – NC
Pouso Alegre – MG
São José dos Pinhais – PR
9. Agenda
The Company
Sector
Highlights
2Q15 Results
Environmental responsibility
Tender offer
10. USES
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Nonwovens Main uses Main Customers
Hygienic
Durable
Medical
Baby diepers
Incontinence
Sanitary pands
Furniture and mattresses
Agricultural roofing
Packaging
Surgical disposable
Medical disposable aprons
Active base of around
1,000 customers
Largest manufacturer
of nonwovens in
Latin America
12. Agenda
The Company
Sector
Highlights
2Q15 Results
Environmental responsibility
Tender offer
13. CORPORATE HIGHLIGHTS
On June 4, 2015 our indirect parent company PGI rebranded to Avintiv, a more Advanced,
Inventive and Innovative company focused on specialty materials. Companhia
Providência changed its logo to Avintiv;
On July 31, 2015, Avintiv, Inc. and Berry Plastics Group, Inc. entered into an Agreement
and Plan of Merger pursuant to which Avintiv would be the survivor of a merger with a
wholly-owned subsidiary of Berry. As a result of the Merger, Providência would become an
indirect subsidiary of Berry. Berry will receive new shares of Avintiv and the former owners
of Avintiv, Blackstone Capital Partners (Cayman) V LP, will have their shares canceled in
exchange for remuneration due Merger. Under the Merger Agreement, the price
attributed to Providência shares was R$ 10.27 per share.
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14. OPERATIONAL HIGHLIGHTS
Sales Volume amounted to 26.5 thousand tons, a 17.1% increase on the same period in
2014 – a period when some machines and equipment at the São José dos Pinhais plant
were shut down;
Net Revenue was R$ 221.9 million, 35.5% more than 2Q14 and a 1.4% increase in relation
to 1Q15, respectively due to the partial shutdown in 2Q14 and to the price realignment in
relation to the increase in raw materials costs;
Adjusted EBITDA reached R$ 37.2 million, a R$ 30.0 million improvement over 2Q14;
Despite the operational recovery, net result was R$ 40.3 million loss due to deferred
income tax that was negative in R$ 64.4 million. This result was due to the application of
fiscal rules in the United States to our full subsidiary Providencia USA, that had
accumulated tax losses on the acquisition date. As a result of the change of control there
are some limits to the use of this losses.
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15. Agenda
The Company
Sector
Highlights
2Q15 Results
Environmental responsibility
Tender offer
16. SALES VOLUME (in thousand of tons)
The Company posted an increase in total sales volume of 17.1% in 2Q15 compared to the
same period in 2014 due to the partial shutdown in the São José dos Pinhais plant. The
decrease in relation to the 1Q15 reflected the currently macroeconomic scenario.
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2Q14 1Q15 2Q15
21.3 23.6 23.5
1.3
3.0 3.0
22.6 26.6 26.5
Nonwovens Others
17. Net revenue amounted to R$ 221.9 million in 2Q15, 35.5% greater than 2Q14 and 1.4% higher
than 1Q15 due respectively to the recovery in sales volume and realignment of prices.
NET REVENUE (in million of tons)
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R$ 7.25 R$ 8.21
R$ 8.39
Unitary Net Revenue
2Q14 1Q15 2Q15
163.8
218.8 221.9
Net Revenue
18. 2Q14 1Q15 2Q15
135.8
157.2
160.4
COGS
R$ 6.01
R$ 5.90
R$ 6.06
Unitary COGS (R$)
COGS – COST OF GOODS SOLD (in millions of reais)
Cost of goods sold (COGS) totaled R$ 160.4 million in 2Q15, 18.1% more than the R$ 135.8
million reported in 2Q14 and an increase of 2.0% compared with the R$157.2 million in 1Q15.
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19. Adjusted EBITDA in 2Q15 was R$ 37.2 million, an increase of 415.3% when compared with the
R$ 7.2 million reported in 2Q14. In relation to 1Q15, there was a decrease of 16.2%.
ADJUSTED EBITDA (in millions of reais) AND ADJUSTED EBITDA MARGIN (%)
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2Q14 1Q15 2Q15
7.2
44.4
37.2
EBITDA
4.4%
20.3%
16.8%
Ebitda Margin (%)
20. NET RESULT (in millions of reais) AND NET MARGIN (%)
The Company recorded a net loss of R$ 40.3 million mainly driven by the deferred tax impact
described above, despite the R$ 24.7 million of Operating profit generated in 2Q15.
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2Q14 1Q15 2Q15
(45.4)
(1.8)
(40.3)
Net income
-27.7%
-0.8%
-18.2%
Net Margin (%)
21. DEBT (in millions of reais)
Net Debt increased by 21.0% in relation to 2Q14 due to the Real’s 40.9% devaluation against the
US Dollar in the period. In relation to 1Q15, there was a reduction of 6.7%, once more due to
foreign exchange variation in the period when the Real appreciated by 3.3% in relation to the US
Dollar.
Total Debt increased 20.6% in 2Q15 when compared with 2Q14, again largely a reflection of
currency variation.
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In R$ (MM) 2Q14 1Q15 2Q15 Ch. 2Q15 / 2Q14
Short Term 114.6 162.4 272.7 138.0%
Long Term 449.2 563.8 407.0 -9.4%
Total 563.8 726.1 679.8 20.6%
Cash and liquid hedge instruments 41.1 48.1 47.1 14.4%
Net Debit 522.7 678.1 632.7 21.0%
Shareholders' Equity 619.2 591.4 551.3 -11.0%
Consolidated Net Debt
7%
93%
Local currency Foreign currency
Total Debt %
22. MARKET VALUE RATIOS
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The book value of the Company shares increased
6.4% compared to 1Q15, and 17.6% related to the
same period last year.
2Q14 1Q15 2Q15
0.97 1.13
1.28
Share Price / Book Value per share
PRVI3 - Book Value / Quarter
17.6%
-0,2%
PRVI3
IBOVESPA
Change 2Q15 / 2Q14
23. Agenda
The Company
Sector
Highlights
2Q15 Results
Environmental responsibility
Tender offer
24. SOCIO ENVIRONMENTAL RESPONSIBILITY
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Bosques – Unidade São José dos Pinhais/PR
Internal recycling program of materials Waste management program
Preservation of green areas and
protection of rivers
Providência holds 19 000 m2, including
the permanent preservation, with some
species of native vegetation;
The Company has 4 extruders type
machines for recycling part of the
nonwoven chips generated during the
manufacturing process;
Waste, recovered materials and leftovers
are referred for treatment only in
companies duly licensed by the
responsible environmental agency.
25. SOCIO ENVIRONMENTAL RESPONSIBILITY
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Providência monitors the power consumption and acts to
reduce it. Employees are instructed on the importance of
avoiding waste;
All water used for heating and cooling equipment is again
stored in tanks, and then reused for the same purpose.
Commission to analysis the energy consumption Water - Monitoring consumer and closed circuit
26. Agenda
The Company
Sector
Highlights
2Q15 Results
Environmental responsibility
Tender offer
27. STATUS – SALE OF THE COMPANY`S CONTROL TO AVINTIV
• On their meeting at June 30, 2015, CVM Collegiate analyzed and was favorable to the
Unified Tender Offer, after some adjusts at the Tender Offer Notice;
• On September 3, 2015, the Superintendência de Registro de Valores Mobiliários of CVM,
has granted the registration for the launching of the unified tender offer for the
acquisition of the totality of the common shares issued by the Company, to be
conducted (i) due to the transfer of control of the Company; (ii) the delisting of the
Company; and (iii) the exit of the Company from the special segment for negotiation of
shares of BM&FBOVESPA called Novo Mercado;
• The Tender Offer Auction will take place on October 13, 2015, at 4pm (Brasília time)
through the trading electronic System of the BM&FBOVESPA.
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28. CONTACTS
CEO/CFO: Hermínio Vicente Smania de Freitas
IR : Gabriela Las Casas
Danielle Cabrini
Tel: +55 (41) 3381-8673
Fax: +55 (41) 3381-7656
São José dos Pinhais – PR
www.providencia.com.br/ri
www.twitter.com/providencia_ri
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The words “believe”, “anticipate”, “expect”, “estimate”, “will”, “plan”, “may”, “intend”, “foresee”, “project” and other similar expressions indicate forward-
looking statements. These forward-looking statements involve uncertainties, risks and assumptions, since they include information related to our potential or
assumed future operating results, business strategy, financing plans, competitive position in the market, industry environment, potential growth opportunities
and the effects of future regulations and competition. In addition, forward-looking statements refer only to the date on which they were made and should not be
taken as a guarantee of future performance. Providência is under no obligation to update this presentation with new information and/or future events.