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<strong>Grupo</strong> <strong>Garantia</strong> (A)<br />
A Case of Diversification<br />
BAB006<br />
6/12/00<br />
<strong>Grupo</strong> <strong>Garantia</strong> was one of Brazil’s biggest diversified corporations with interests<br />
ranging from investment banking to beer. In 25 years, <strong>Garantia</strong> enjoyed a stunning string of<br />
successes that benefited from Brazil’s economy when it boomed. At o<strong>the</strong>r times, it found ways to<br />
ride out <strong>the</strong> country’s many economic storms, and even to profit from <strong>the</strong>m. “<strong>Grupo</strong>s” were a<br />
common form of business enterprise in Latin America with each holding diversified companies<br />
in several sectors of <strong>the</strong>ir respective economies. Exhibit 1 and Appendix A summarize a casewriter’s<br />
view on <strong>the</strong> merits and demerits of “grupos” and give some details of <strong>the</strong> five biggest<br />
domestic <strong>Grupo</strong>s in Brazil in 1995.<br />
Known as <strong>the</strong> Brazilian version of Goldman, Sachs & Co., <strong>the</strong> Investment Bank of<br />
<strong>Garantia</strong> at <strong>the</strong> center of <strong>the</strong> diversified group toge<strong>the</strong>r with GP Investimentos, <strong>the</strong> associated<br />
private investment company, attracted a group of some 20 private partners and scores of highlymotivated<br />
young traders. The secret of success was simple: find opportunity, commit capital and<br />
apply talent.<br />
“They combined investment with management skills, access to outside managerial<br />
talent and financial skills. Above all, <strong>the</strong>y displayed <strong>the</strong> right attitude: a desire to<br />
leverage <strong>the</strong>ir own money in order to buy under-performing companies, turn <strong>the</strong>m<br />
around and sell <strong>the</strong>m for a profit. Fur<strong>the</strong>rmore, <strong>the</strong>y had demonstrated <strong>the</strong>ir ability<br />
to make money in a wildly volatile climate, through hyperinflation and massive<br />
devaluations.” 1<br />
1<br />
Lorenzo Weisman, “The advent of private equity in Latin America,” Columbia Journal of World Business, March<br />
1, 1966.<br />
Michael S. Lelyveld prepared this case under <strong>the</strong> supervision of Professor Jeffrey Ellis, <strong>Babson</strong> <strong>College</strong>, and with <strong>the</strong><br />
assistance of David Wylie, Director of <strong>Babson</strong> <strong>College</strong> Case Publishing, as a basis for class discussion ra<strong>the</strong>r than to<br />
illustrate ei<strong>the</strong>r effective or ineffective handling of an administrative situation. The authors would like to express thanks to<br />
<strong>the</strong> Arthur D. Little School of Management for a paper written for <strong>the</strong>m by Maria Luisa Rodenbeck MSM’97, upon which<br />
major portions of this case are base, to Andres Kriger <strong>Babson</strong> MBA2000 for his detailed review of drafts, and to<br />
Professor U. Srinivasa Rangan, <strong>Babson</strong> <strong>College</strong>, for allowing inclusion of material from his case “Brazil 1995: Fernando<br />
Cardoso and <strong>the</strong> Petrobras Crisis.”<br />
Arthur D. Little School of Management<br />
Copyright © by R. Jeffery Ellis, 1999 and licensed for publication to Harvard Business School Publishing. To order<br />
copies or request permission to reproduce materials, call (800) 545-7685 or write Harvard Business School Publishing,<br />
Boston, MA 02163. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or<br />
transmitted in any form or by any means – electronic, mechanical, photocopying, recording, or o<strong>the</strong>rwise – without <strong>the</strong><br />
permission of copyright holder or licensee.
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
But how well did <strong>Garantia</strong> really outperform <strong>the</strong> Brazilian economy? How, by how<br />
much, and for how long? Was <strong>the</strong> group as a whole equally well positioned to respond to<br />
opportunities and economic crises? And if so, which of its lines of business did it best? Was its<br />
corporate culture an asset or a liability? Would specialization have been a better strategy than<br />
diversification in Brazil over time? What direction should <strong>the</strong> company take?<br />
Figure 1<br />
Gross Domestic Product per<br />
Capita<br />
Brazil: 1975-1995<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
GDP/capita (1990=100)<br />
While some details of a private<br />
corporation may remain sketchy, <strong>the</strong> story of<br />
<strong>Garantia</strong>’s successes, its management style,<br />
selected financial data, and press coverage<br />
provide threads of evidence and give clues to <strong>the</strong><br />
answers. <strong>Grupo</strong> <strong>Garantia</strong> had many elements, but<br />
at <strong>the</strong> center was <strong>the</strong> Investment Bank: Banco de<br />
Investimentos <strong>Garantia</strong> SA. A few select<br />
members of <strong>the</strong> Investment Bank formed a<br />
separate company to invest in Brazilian<br />
companies: GP Investimentos. GP’s two principal<br />
holdings in <strong>the</strong> middle ‘nineties were both<br />
managed actively by <strong>Garantia</strong>’s management or<br />
by former associates: Crevejaria Brahma, Brazil’s<br />
largest brewery and fifth largest in <strong>the</strong> world; and<br />
Lojas Americanas S.A. (LASA), <strong>the</strong> biggest non-<br />
food retailer in Brazil. Figure 1, Gross Domestic Product Per Capita for Brazil and Figure 2,<br />
<strong>the</strong> Monthly Inflation Rate for Brazil, indicate <strong>the</strong> roller coaster economic environment in Brazil<br />
within which <strong>the</strong> management of <strong>Grupo</strong> <strong>Garantia</strong> plotted its course. A brief review of Brazil’s<br />
economic history is provided in Appendix B and Exhibit 2 provides details of selected<br />
economic statistics for Brazil from 1989 to 1997.<br />
Figure 2:<br />
Average Monthly Change in Brazilian Consumer Price Index<br />
March1990 –March 1995<br />
80.0%<br />
70.0%<br />
60.0%<br />
50.0%<br />
40.0%<br />
30.0%<br />
20.0%<br />
10.0%<br />
0.0%<br />
2
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Banco de Investimentos <strong>Garantia</strong> SA and GP Investimentos<br />
Strengths and Strategies - Sources of Strength<br />
There seemed little doubt that <strong>Grupo</strong> <strong>Garantia</strong> (both <strong>the</strong> Investment Bank and <strong>the</strong><br />
Investment Company) derived its strength from <strong>the</strong> drive and individuality of its founder, Jorge<br />
Paulo Lemann. (See insert below).<br />
In July 1997, Forbes listed Lemann as a leader among <strong>the</strong> “Global Power Elite” of Latin<br />
America, calling him “Brazil’s equivalent of a Wall Street investment banker.” The magazine<br />
estimated his net worth as “at least $600 million.” These were <strong>the</strong> boom times. In <strong>the</strong> year to<br />
date, Brazil’s stock market was up 79%, riding <strong>the</strong> Latin American recovery after <strong>the</strong> Mexican<br />
peso crisis of 1995.<br />
A long list of profiles and press reports depicted Lemann and his company, <strong>Grupo</strong><br />
<strong>Garantia</strong>, as business giants that could stand astride two worlds. That image allowed Lemann to<br />
borrow <strong>the</strong> best financial techniques of Wall Street and bring <strong>the</strong>m into an untried market, while<br />
attracting Brazil’s brightest talent.<br />
“Jorge Paulo Lemann ambles into <strong>the</strong> room with a slightly rolling gait, a lanky whitehaired<br />
figure dressed in an open- necked blue shirt and tan slacks. Relaxed and informal, with a<br />
ready smile and an Ivy League twang to his fluent English, he might have just come from a stroll<br />
along <strong>the</strong> beach at Cape Cod or <strong>the</strong> Hamptons,” said London-based Euromoney magazine in<br />
March 1995.<br />
Positive Press<br />
The Man Who Brought Wall Street to Sao Paulo 2<br />
FIVE YEARS AGO Philip Morris was in a tight corner in Brazil. It owned 40%<br />
of Brazil’s biggest chocolate maker, Industrias de Chocolate Lacta, and wanted to<br />
acquire <strong>the</strong> rest. But <strong>the</strong> Brazilian family that ran <strong>the</strong> company and owned a chunk<br />
of <strong>the</strong> stock had issued more shares, diluting Philip Morris’ stake.<br />
So Philip Morris turned to a Sao Paulo-based investment bank called Banco de<br />
Investimentos <strong>Garantia</strong>. Lawyers handpicked by <strong>Garantia</strong> stormed into court with<br />
evidence that <strong>the</strong> share issuance was illegal. The court agreed, and last June Philip<br />
Morris acquired <strong>the</strong> rest of Chocolate Lacta. “We tried friendly dialogue and it<br />
never worked. It was only when (<strong>Garantia</strong>) turned aggressive that we really turned<br />
<strong>the</strong> tables,” says Hans Gre<strong>the</strong>r, chief financial officer of Philip Morris’ Brazilian<br />
unit.<br />
<strong>Garantia</strong> has become one of Brazil’s most profitable investment banks and most<br />
prestigious places to work -- a Brazilian version of Goldman, Sachs. It admits to<br />
earning $168 million last year on capital of $412 million, but denies what some<br />
competitors insist is true: that <strong>Garantia</strong>’s real profits exceeded $1 billion over <strong>the</strong><br />
course of 1994 and 1995 and that it tucked away <strong>the</strong> unreported profits at <strong>Garantia</strong><br />
Banking Ltd., its offshore trading vehicle in <strong>the</strong> Bahamas.<br />
2 Kerry A. Dolan, Forbes, Dec 16, 1996, © 1996 Forbes Inc. (with permission)<br />
3
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
In <strong>the</strong> last two years <strong>Garantia</strong> has handled six merger-and- acquisition deals for<br />
U.S. clients, worth a total of $2 billion. The toughest of <strong>the</strong>se was <strong>the</strong> Philip<br />
Morris/ Chocolate Lacta deal, but <strong>the</strong> biggest was Colgate-Palmolive’s $1 billion<br />
acquisition of Kolynos Oral Care, a leading Brazilian toothpaste maker, in<br />
January 1995.<br />
<strong>Garantia</strong> is <strong>the</strong> creation of a wiry former tennis champion named Jorge Paulo<br />
Lemann. Lemann’s fa<strong>the</strong>r emigrated from Switzerland to Brazil in <strong>the</strong> early 1920s<br />
and started a dairy business outside of Rio de Janeiro. He sent Jorge Paulo north<br />
to Harvard, where he played tennis and finished his economics degree in three<br />
years, graduating with <strong>the</strong> class of 1961. After working as a trainee for Credit<br />
Suisse in Switzerland, he quit to join <strong>the</strong> European tennis circuit for a year and a<br />
half, winning <strong>the</strong> Swiss nationals and playing at Wimbledon.<br />
Returning to Brazil in 1963 Lemann worked at various financial houses until<br />
1971, when he and three partners launched <strong>Garantia</strong> as a brokerage amid <strong>the</strong> socalled<br />
Brazilian miracle. The stock market was booming and <strong>the</strong> partners paid<br />
$800,000 -- <strong>the</strong>n <strong>the</strong> highest price ever -- for <strong>the</strong> equivalent of a seat on <strong>the</strong> Rio de<br />
Janeiro Stock Exchange. Six weeks later <strong>the</strong> stock market fell 60%, wiping out<br />
most of <strong>Garantia</strong>’s capital.<br />
Setbacks like this toughen some people, and it toughened Lemann. The young<br />
firm survived <strong>the</strong> crash by developing an expertise in trading newly created<br />
Brazilian Treasury bills. This required quick wits and skill ra<strong>the</strong>r than family<br />
connections. Breaking with local tradition, Lemann later ruled that <strong>Garantia</strong>’s<br />
partners could not bring <strong>the</strong>ir relatives to work at <strong>the</strong> bank. Unimpressed by <strong>the</strong><br />
efforts his cofounders were making, by 1976 Lemann had bought <strong>the</strong>m all out.<br />
Lemann watched carefully <strong>the</strong> innovations taking place on Wall Street and lost<br />
little time bringing <strong>the</strong>m to Brazil. “One of <strong>the</strong> advantages of being in a backward<br />
country,” he says, “is that you can go outside and look at how people are doing<br />
things and copy <strong>the</strong> things you think are good.”<br />
In <strong>the</strong> mid-1970s, for example, Lemann started trading and syndicating loans --<br />
soon after Wall Street started doing it and long before o<strong>the</strong>r Brazilian firms had<br />
caught on.<br />
In 1983 Lemann and his new partners bought control of discount retail chain<br />
Lojas Americanas. Since <strong>the</strong>n, Lojas Americanas’ sales have grown from $280<br />
million to $1.9 billion, making it one of Brazil’s largest non-food retailers. In<br />
1994 Lojas partnered with Wal-Mart and a year later opened five stores around<br />
Sao Paulo. Five <strong>Garantia</strong> partners own 40% of Lojas, worth around $280 million.<br />
In 1989 <strong>Garantia</strong> partners bought control of Cervejaria Brahma, Brazil’s largest<br />
brewery. A former head trader at <strong>Garantia</strong> took <strong>the</strong> helm at <strong>the</strong> brewery, raising<br />
4
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
profits from around $15 million a year to $260 million in 1995. Various <strong>Garantia</strong><br />
partners and entities own 20% of Brahma.<br />
Lemann went to New York in 1989 to observe derivatives trading at Bankers<br />
Trust. He <strong>the</strong>n implemented at home what he had learned abroad.<br />
Lately, however, some of Lemann’s New York friends have begun to invade <strong>the</strong><br />
Brazilian market. Earlier this year Goldman, Sachs and Morgan Stanley opened<br />
offices in Sao Paulo -- <strong>the</strong> first for both in South America. No mystery what<br />
brought <strong>the</strong>m. Brazilian new equity issuance, fueled in large part by<br />
privatizations, jumped to $7.9 billion last year from $3.1 billion in 1993. For next<br />
year alone $10 billion in privatizations are slated.<br />
Lemann, now 57, admits <strong>the</strong> added competition will make it tougher to make<br />
money as spreads narrow and commissions shrink, but he’s confident he can hold<br />
his own. “It’s like a tennis match,” he says. “Sure, you’re out to kill <strong>the</strong> o<strong>the</strong>r guy,<br />
but if you live by <strong>the</strong> rules, it will be good for both of you.”<br />
With kidnapping rampant and populism still powerful in Brazilian politics, it pays<br />
to keep a low profile if you’re as rich as Lemann is. He tools around Sao Paulo in<br />
an inconspicuous Volkswagen even though Veja, a Brazilian weekly, estimates<br />
Lemann’s personal fortune at over $800 million. “We don’t want to call attention<br />
to ourselves. In Brazil people still think if you have money you did something<br />
wrong to get it,” explains <strong>Garantia</strong>’s chief executive, Claudio Haddad.<br />
“<strong>Garantia</strong> [<strong>the</strong> investment bank] is a partnership modeled on Goldman Sachs, with which<br />
it maintains close relations. Currently <strong>the</strong>re are 22 partners with an average age of about 35 and<br />
<strong>the</strong> entire firm consists of only 315 people,” Euromoney said.<br />
GP Investimentos was a private investment company. The objective of GP Investimentos<br />
was to attain superior capital gains through <strong>the</strong> acquisition of controlling interest, or significantly<br />
influential equity investments, in companies with potential for substantial capital appreciation.<br />
GP Investimentos invested in fundamentally sound companies, growth opportunities, or<br />
emerging ventures. The partners of GP Investimentos believed <strong>the</strong> success of a venture<br />
depended on a complementary combination of hands-on managerial expertise, country-specific<br />
knowledge, and financial skills. GP Investimentos provided a team with past experience of<br />
managing companies, consulting, and investment banking. The partners believed that <strong>the</strong>se were<br />
<strong>the</strong> core competencies required to enhance shareholders’ value.<br />
Lemann’s image as an investment banker who was at home in both worlds also attracted<br />
U.S. companies, which often turned to <strong>Garantia</strong> when <strong>the</strong>y needed a gateway into <strong>the</strong> Brazilian<br />
market.<br />
Philip Morris, Colgate-Palmolive and Wal-Mart Stores Inc. were not <strong>the</strong> only ones to<br />
take advantage of <strong>Garantia</strong>’s contacts, expertise and home-field advantage. In <strong>the</strong> beverage<br />
industry, for example, Miller Brewing Co. joined forces in 1995 with GP Investimentos’ affiliate<br />
Cervejaria Brahma when it wanted to market Miller beer in Brazil.<br />
5
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
““Our strengths vis-a-vis our international competitors are that our top brains are<br />
in Brazil, and are concentrated on Brazil,” said Roger Wright, a partner at<br />
<strong>Garantia</strong>. “We’ve obviously got more resources on <strong>the</strong> ground than anyone from<br />
abroad, because no one can afford to have so many resources focused on one<br />
niche country.”” 3<br />
The bank’s approach drew high praise.<br />
“<strong>Garantia</strong>’s strengths are in mergers and acquisitions, debt and corporate finance,<br />
where it has consistently ranked higher than foreign banks operating in Brazilian<br />
markets,” said Euromoney on Oct. 15, 1996. “In mergers and acquisitions it<br />
advised a greater number of Brazilian deals than both SBC Warburg and Goldman<br />
Sachs. Its share so far in 1996 is 26.2% of <strong>the</strong> $3.07 billion market.”<br />
As a private company in Brazil no financial statements were published for <strong>Grupo</strong><br />
<strong>Garantia</strong> for ei<strong>the</strong>r <strong>the</strong> investment bank part of <strong>the</strong> total group (Banco de Investimentos <strong>Garantia</strong><br />
SA.) or <strong>the</strong> private investment company (GP Investimentos.) Rumors put <strong>the</strong> value of <strong>the</strong><br />
investment bank, including its holdings in o<strong>the</strong>r companies, at perhaps as much as <strong>the</strong> equivalent<br />
of one billion United States Dollars.<br />
Directional Strategies, Substance and Style<br />
The main areas of activities for Banco de Investimentos <strong>Garantia</strong> were corporate finance,<br />
asset management, and agency brokerage, as well as sales and trading in fixed-income, foreign<br />
exchange and derivative products.<br />
<strong>Garantia</strong>’s bedrock had always been <strong>the</strong> maintenance of a solid core of talented and<br />
motivated staff who not only drove <strong>the</strong> firm forward in terms of profit and success, but which<br />
also had <strong>the</strong> vision and commitment to guarantee its progress into <strong>the</strong> next generation of owners<br />
and executives. Essential elements for <strong>Garantia</strong>’s accomplishment of its overall business strategy<br />
were continuous attention to shareholder and general remuneration structures. Unlike many<br />
banks in Latin America, <strong>the</strong> culture based advancement on personal achievement.<br />
Since 1971, its principal executives owned <strong>the</strong> firm exclusively. <strong>Garantia</strong> had always<br />
provided every employee a chance to become a shareholder in <strong>the</strong> business, whatever his or her<br />
initial rank in <strong>the</strong> firm. According to its executives, <strong>the</strong> challenge of motivating <strong>the</strong> great<br />
majority of people in <strong>the</strong> firm was as vital as preserving <strong>the</strong> quality and integrity of its<br />
shareholder structure.<br />
“Informality is part of <strong>the</strong> culture: <strong>the</strong>re is no dress code and everyone in <strong>the</strong> brand-new<br />
Sao Paulo head office works in a single state-of-<strong>the</strong>-art trading room. Enormously profitable, <strong>the</strong><br />
bank attributes its success to teamwork, training <strong>the</strong> brightest people available, flexibility and<br />
some inspired risk-taking plus its meritocratic structure.” 4<br />
No one stood out as <strong>the</strong> single driving force behind <strong>Grupo</strong> <strong>Garantia</strong>, which prided itself<br />
on its meritocratic structure that rewarded teamwork and paid little heed to tradition. Traders<br />
3 Scott Weeks, “A race against time,” Latin Finance, Dec. 1, 1996.<br />
4 Euromoney, March 1995.<br />
6
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
frequently showed up to work in blue jeans and polo shirts. The bank provided no separate<br />
offices for senior partners. They worked alongside junior staff in <strong>the</strong> trading room.<br />
Clients’ visits were held in Spartan meeting rooms, devoid of artwork, expensive<br />
furniture and frills traditionally found in bank offices. Business cards carried no titles below <strong>the</strong><br />
names of bank employees, including those of senior partners. Even Claudio Haddad avoided<br />
using his CEO title. “We all like to think of ourselves as associates,” he is quoted as saying.<br />
“Most investment banks are aware that <strong>the</strong>ir biggest asset is <strong>the</strong>ir good name, anyway.”<br />
Broadly speaking, <strong>Garantia</strong> was engaged in two kinds of activity in all of its ventures.<br />
First, <strong>the</strong> Investment Bank pursued opportunities created by <strong>the</strong> tumultuous and often<br />
treacherous nature of <strong>the</strong> economy. Lemann was know to have referred to profit as taking lemon<br />
and turning it into lemonade. Second was investment in growth sectors of <strong>the</strong> Brazilian economy,<br />
represented by its acquisitions in Brahma and LASA (see sections below) and o<strong>the</strong>r companies.<br />
Being constrained by legal and o<strong>the</strong>r issues, <strong>the</strong> partners created GP Investimentos for this<br />
second purpose. The two paths were pursued side-by-side and simultaneously.<br />
Contacts, Conflicts and Innovation<br />
<strong>Garantia</strong>’s aggressive business tactics usually raised eyebrows throughout world markets<br />
when it came to making money in Latin America. Very few did better than Brazil’s Banco de<br />
Investimentos <strong>Garantia</strong>. Outside Brazil, <strong>Garantia</strong> made a name for itself in Brazilian sovereign<br />
debt, trading some $50 billion of <strong>the</strong> nation’s Brady bonds up until 1995. Brady bonds were<br />
repackaged bank loans from emerging countries with sweeteners in <strong>the</strong> form of guaranteed final<br />
payoff and possibly some o<strong>the</strong>r guarantees. The market price of Brady bonds had fluctuated<br />
violently since <strong>the</strong>y were first traded in <strong>the</strong> late ‘eighties.<br />
In 1992, <strong>Garantia</strong> became <strong>the</strong> first Brazilian investment bank to open offices in New<br />
York, where it competed head-on with J.P. Morgan, Salomon Bros. and o<strong>the</strong>r top players in<br />
emerging market debt. The second overseas office was established a year later in London. At<br />
home, <strong>Garantia</strong>’s strategy focused on corporate finance. It became a leader in mergers,<br />
acquisitions and underwriting securities.<br />
In 1995, Banco <strong>Garantia</strong> launched <strong>the</strong> first private equity fund to invest exclusively in<br />
unlisted and high-growth Brazilian companies, in a bid to expand its asset management business.<br />
The fund, called Brazilian Equity Investments III was mainly targeted at United States investors<br />
and was able to raise $84 million of retail and institutional money on <strong>the</strong> first Friday right after it<br />
opened. Retail, consumer and construction services were favored, but <strong>the</strong> fund was basically<br />
interested in any company likely to benefit from Brazil’s renewed economic growth.<br />
During this period, some United States investment banks put Brazil back on <strong>the</strong>ir target<br />
lists for global private equity funds. Foreign direct investment rose sharply from 1993, thanks to<br />
<strong>the</strong> economic growth and <strong>the</strong> sharp and sustained fall in inflation. From outflows of portfolio<br />
foreign investment before 1990, inflows had increased step by step from US$646 million in 1991<br />
to US$50,836 million in 1994. This was particularly positive for <strong>the</strong> country as a whole. Some<br />
analysts saw private equity as an important source of longer- term financing, which until that<br />
time had been difficult or expensive to access.<br />
In <strong>the</strong> 23 years since its founding as a brokerage, <strong>Garantia</strong> grew into an institutional bank<br />
with assets of $5 billion to $6 billion (1996-1997 data) and a net worth equivalent to more than<br />
$300 million. The key to those results was <strong>the</strong> partnership concept modeled after Goldman,<br />
7
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Sachs & Co., which was credited with creating an environment in which top-notch staff worked<br />
harder to get transactions. Unlike many banks in Latin America, top management always ensured<br />
that <strong>the</strong>re was a chance for <strong>the</strong> best and brightest to become partners in <strong>the</strong> company.<br />
New Opportunities, New Competition<br />
By late 1996, Brazil had been a free market economy for more than two years, following<br />
<strong>the</strong> introduction of <strong>the</strong> economic stabilization program known as <strong>the</strong> “Real Plan” on July 1,<br />
1994, named after <strong>the</strong> new currency, <strong>the</strong> Real. (See Appendix A.) The sudden shock of a more<br />
stable economy and currency had a profound effect on business outlook and strategies. Brazil<br />
had been <strong>the</strong> subject of numerous revaluations of its currency as shown in Table 1, but <strong>the</strong> mood<br />
was upbeat about <strong>the</strong> success of this latest attempt to bring <strong>the</strong> currency and inflation under<br />
control.<br />
Table 1<br />
Brazil’s Currency Changes to 1995<br />
1967 1,000 old cruzeiros = 1 new cruzeiro<br />
1986 1,000 new cruzeiros = 1 cruzado<br />
1989 10,000 cruzados = 1 new cruzado<br />
1990 1 new cruzado = 1 cruzeiro<br />
1993 1,000 cruzeiros = 1 cruzeiro real<br />
1994 2,750 cruzeiro reals = 1 Real<br />
8<br />
According to International<br />
Monetary Fund figures, Brazil’s annual<br />
inflation averaged 101.2% from 1975 to<br />
1985. During <strong>the</strong> decade from 1986 to<br />
1996, it averaged 983.1%. But in 1996,<br />
consumer prices rose only 11.1% 5 .<br />
For <strong>the</strong> first time in a decade,<br />
foreign companies and institutions were<br />
growing enthusiastic about establishing or<br />
acquiring businesses in Brazil. The<br />
international financial community was no exception. Competition from o<strong>the</strong>r world- class<br />
operators, which <strong>Garantia</strong> had already faced with success in international markets such as<br />
sovereign debt and Brazilian equities, would now be increasingly present on Brazilian home<br />
ground. <strong>Garantia</strong>’s competitors were using cutting-edge information technology, systems and<br />
controls. They also had <strong>the</strong> resources, <strong>the</strong> status and <strong>the</strong> visibility to attract local banking talent.<br />
Certain that this would eventually happen, <strong>Garantia</strong>’s human resources strategy had been<br />
designed to deal with such a challenge. It had always demanded, since its inception, that senior<br />
and mid-level managers spend time abroad assimilating skills and experiences <strong>the</strong>y could not<br />
acquire in Brazil, bringing in foreign knowledge and techniques.<br />
With <strong>the</strong> internationalization of Brazil’s capital markets, <strong>the</strong> sources of <strong>Garantia</strong>’s<br />
profitability had been changing. Structural inefficiencies and high inflation had often been <strong>the</strong><br />
bane of <strong>the</strong> financial community in Brazil over <strong>the</strong> past quarter of a century. But at <strong>the</strong> same<br />
time, <strong>the</strong>y had also provided good opportunities. Such a complex and opaque environment had<br />
allowed enterprising and astute trading desks to make substantial profits. For many years,<br />
<strong>Garantia</strong> had been in <strong>the</strong> forefront of <strong>the</strong>se institutions.<br />
Unlike many o<strong>the</strong>r powerful Brazilian business groups that developed and prospered with<br />
<strong>the</strong> generous helping hand of central government, Banco <strong>Garantia</strong> was one of a handful of<br />
Brazilian banks that took <strong>the</strong> government to court in 1994. Their complaint was that when <strong>the</strong><br />
anti-inflation Real Plan took effect, it reduced <strong>the</strong> automatic inflation, or indexing, increase on<br />
securities already purchased. <strong>Garantia</strong> eventually dropped <strong>the</strong> case. But some financial sources<br />
5 World Economic Outlook, Sept. 30, 1998
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
praised <strong>the</strong> bank as one of <strong>the</strong> most agile, creative banks in Brazil, capable of inventing new<br />
products, such as interest rate swaps over <strong>the</strong> counter.<br />
“<strong>Garantia</strong> is widely considered one of Brazil’s most aggressive investment banks,” said<br />
Dow Jones Emerging Markets Report (Oct. 29, 1997).<br />
On Feb. 28, 1997, Moody’s Investors Service called <strong>Garantia</strong> “a leading pure investment<br />
bank in Brazil, with a strong reputation -- both domestically and internationally -- in <strong>the</strong> areas of<br />
research, fund management, sales and trading, and mergers & acquisitions. A significant portion<br />
of <strong>Garantia</strong>’s revenue came from active proprietary trading positions, which increased its risk<br />
profile in Moody’s view.”<br />
What Next?<br />
Brazil’s changing economic environment, and <strong>the</strong> new international lure of its success,<br />
brought <strong>Grupo</strong> <strong>Garantia</strong> to a crossroads. What kind of company should it be?<br />
In October 1996, Lemann wondered about <strong>the</strong> next steps <strong>the</strong> group should take, in view<br />
of <strong>the</strong> stiffer competition and prospects of falling profit margins. Brazilian investment banks,<br />
whose earnings had soared under two consecutive years of economic stabilization, were now<br />
facing tougher times as competition increased and <strong>the</strong> whole banking industry was going through<br />
a consolidation process.<br />
Claudio Haddad, <strong>Garantia</strong>’s CEO, who had been interviewed by <strong>the</strong> Financial Times<br />
during <strong>the</strong> previous week, had declared:<br />
“Investment banks have prospered and thrived under <strong>the</strong> stabilization process.<br />
Brazil’s economic opening over <strong>the</strong> past five years created a huge demand for <strong>the</strong><br />
underwriting of debt and equity securities, and assistance with corporate<br />
restructuring, mergers and acquisitions, etc. However, we can rest assured that <strong>the</strong><br />
competition will become much, much stronger, and we shall see some mergers in<br />
our own industry taking place pretty shortly.”<br />
Success in banking had been paralleled by growth in two of GP Investimentos’ major<br />
acquisitions, Brahma and LASA, detailed below. Should <strong>Garantia</strong> continue to pursue all its<br />
ventures, or just some of <strong>the</strong>m? What strategies promised <strong>the</strong> greatest return?<br />
Diversification Strategy – Brewery<br />
In 1989, GP Investimentos partners bought controlling interest in Cervejaria Brahma,<br />
Brazil’s largest brewery and <strong>the</strong> fifth largest in <strong>the</strong> world. The company’s major brands included<br />
Brahma Chopp and Skol.<br />
A former head trader at <strong>Garantia</strong>, Marcel Telles, took <strong>the</strong> helm at <strong>the</strong> brewery, reportedly<br />
raising annual profits (before taxes) from about $15 million in 1989 to $260 million in 1995.<br />
Various <strong>Garantia</strong> partners and entities owned 20% of Brahma, although one source 6 cited 51%<br />
ownership by GP Investimentos.<br />
6 Latin Finance, Apr. 1, 1995.<br />
9
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
The Brahma deal was a coup for GP Investimentos. With a paltry investment of $15.6<br />
million in 1989, <strong>the</strong> bank acquired 12% of <strong>the</strong> 81- year-old company’s voting stock. That stake,<br />
along with a formal alliance with key shareholders, allowed <strong>the</strong> bank to assume full control of<br />
Brahma, one of Brazil’s most coveted takeover targets in <strong>the</strong> late 1980s. The strategy behind <strong>the</strong><br />
takeover was <strong>the</strong> certainty of a perfect marriage between GP Investimentos’ business and<br />
financial engineering talents and Brahma’s lead in a fast- growing, cash-generating industry.<br />
The Beer Boom in Brazil<br />
Few sectors of Brazil’s economy enjoyed <strong>the</strong> benefits of new-found stability as much as<br />
<strong>the</strong> brewing industry. After <strong>the</strong> launch of <strong>the</strong> government’s economic reform plan in June 1994,<br />
beer consumption jumped 16% over <strong>the</strong> previous year. In 1995 and 1996, <strong>the</strong> predicted growth<br />
rates of 20% were surpassed (see Table 2).<br />
Table 2<br />
Sales of Beer in Brazil, by Volume and by Value: 1991-1996<br />
Beer 1991 1992 1993 1994 1995 1996 1996<br />
Per Capita<br />
Volume<br />
(Million litres)<br />
5,502 4,520 4,821 5,707 6,714 7,920 50.0<br />
Value<br />
(Million US $)<br />
7,042 5,785 6,683 8,439 12,195 15,566 98.31<br />
Source: Euromonitor from National Statistics<br />
The reason was <strong>the</strong> broadening of income distribution and <strong>the</strong> end of inflation in taxes<br />
leaving much more disposable income available to lower class workers. Before <strong>the</strong> reform plan,<br />
<strong>the</strong>re was a huge section of <strong>the</strong> Brazilian society that hardly consumed anything. As shown in<br />
Table 3, <strong>the</strong> ratio of <strong>the</strong> highest 20% of <strong>the</strong> population by income to <strong>the</strong> lowest 20% was 32<br />
times and <strong>the</strong> corresponding figure for <strong>the</strong> highest and lowest 10% was 73 times. These ratios<br />
changed to 25.7 and 60, respectively, in 1995 showing a flatter distribution of income and<br />
consumption across <strong>the</strong> population of Brazil. Economic improvement led to enormous growth in<br />
<strong>the</strong> market for beer.<br />
10
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Table 3<br />
Distribution of Income or Consumption: Brazil 1989 and 1995<br />
Percent Share of Income or Consumption<br />
Lowest Lowest Highest Highest Ratio of Highest to<br />
Lowest<br />
10% 20% 20% 10% 10% 20%<br />
1989* 0.7% 2.1% 67.5% 51.3% 73 32<br />
1995 0.8% 2.5% 64.2% 47.9% 60 25.7<br />
Source: World Bank, World Bank Development Report, 1995 and 1997<br />
*Note: to be read for 1989 as: <strong>the</strong> lowest 10% of <strong>the</strong> population accounted for 0.7% of income; <strong>the</strong> highest<br />
10% of <strong>the</strong> population accounted for 51.3% of income; <strong>the</strong> ratio of <strong>the</strong> highest 10% to <strong>the</strong> lowest 10% was<br />
73 (51.3%÷0.7%) for income in 1989. A slightly more even distribution of income was achieved in Brazil<br />
from 1989 to 1995.<br />
Niche marketing meant very little in Brazil’s beer industry. Over 90% of <strong>the</strong> market was<br />
in standard “popular” lager, while 70% of beer consumers were from <strong>the</strong> poorer majority of <strong>the</strong><br />
population. The poor benefited most from <strong>the</strong> drop in monthly inflation from 50% in June 1994<br />
to less than 2% a year later and from <strong>the</strong> consequent increase in disposable income.<br />
Brewers like Brahma were confident that new spending power in <strong>the</strong>ir core market would<br />
lead to continued growth in <strong>the</strong> next few years. The market was expected to increase from about<br />
6 billion liters in 1994 to 10 billion liters per year by <strong>the</strong> end of <strong>the</strong> decade (see Table 2). There<br />
was room for expansion: Brazilians drank an average of 34 liters of beer in 1992 compared to 88<br />
liters for <strong>the</strong> United States. In 1997, <strong>the</strong> gap had narrowed dramatically, but <strong>the</strong>re was still<br />
plenty of consumption anticipated. Brazilians drank 50 liters in 1997 and consumers in <strong>the</strong><br />
United States drank 84 liters. In <strong>the</strong> United Kingdom, beer consumption was 106 liters per<br />
capita in 1997 7 .<br />
Even if sales grew by two-thirds in <strong>the</strong> next five years, <strong>the</strong> market was likely to remain<br />
dominated by Brahma and by its biggest rival, Antarctica. Their flagship beers each held 32% of<br />
total sales, although Brahma took an extra 13% share with sales of Skol, brewed under license.<br />
Ano<strong>the</strong>r important rival was Kaiser, partly owned by Coca Cola, Brazil being <strong>the</strong> only nation<br />
where Coca Cola participated in <strong>the</strong> beer market. Kaiser was able to leverage <strong>the</strong> vast<br />
distribution network that Coca Cola had built across <strong>the</strong> entire country.<br />
“Even low income and high taxes don’t dissuade Brazilian beer drinkers. Of <strong>the</strong><br />
cost of a bottle of beer, <strong>the</strong> brewery gets about 21%, <strong>the</strong> government about 22%.<br />
Workers at or below minimum wage drink 42% of <strong>the</strong> beer sold in Brazil,<br />
according to a report by Nomura Equity Research.” 8<br />
The key to <strong>the</strong> leaders’ grip on <strong>the</strong> market was distribution. Antarctica said its beer was<br />
available in 97% of <strong>the</strong> country, thanks to a network of 918 exclusive dealers delivering to<br />
900,000 outlets. Brahma made similar claims. The extent of Brahma’s market penetration was<br />
astonishing. In smart city neighborhoods and shanty towns, from <strong>the</strong> semi-arid Nor<strong>the</strong>ast to <strong>the</strong><br />
7 Investext, # 2934928<br />
8 Martha Hamilton, “Fast-Growing Latin Companies Attracting Attention of Global Investors, Washington Post,<br />
Dec. 4, 1994.<br />
11
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
remotest backwater of <strong>the</strong> Amazon basin, <strong>the</strong>re was hardly a bar in <strong>the</strong> country that did not sell<br />
Brahma.<br />
The importance of a mature distribution system forced foreign brewers hoping for a share<br />
of Brazil’s growth to court <strong>the</strong> local market leaders. In a deal signed in September 1995, Brahma<br />
formed a partnership with Miller Brewing Co. to first import <strong>the</strong>n brew Miller’s Genuine Draft.<br />
(This was partly in response to moves by Miller’s US rival, Anheuser- Busch, which had paid<br />
$105 million for a 10% stake in Brazil’s No. 2 brewer.)<br />
Such deals offered foreign brewers <strong>the</strong> chance for dynamic growth outside <strong>the</strong> US and<br />
Europe. Although <strong>the</strong>y could only hope for a small share of Brazil’s market in <strong>the</strong> near term, <strong>the</strong><br />
opportunity was worth pursuing. Imported and premium beers took at most 3% of Brazil’s<br />
annual sales, but a 1% share in Sao Paulo state was worth about $60 million a year in revenue.<br />
As <strong>the</strong> government of President Fernando Henrique Cardoso consolidated <strong>the</strong> economic reforms,<br />
<strong>the</strong> market for such beers was expected to expand.<br />
“Rising Brazilian beer consumption, up 24% last year, is spurring rapid expansion by<br />
brewers such as Brahma. The surge is attracting major U.S. and European brewers searching for<br />
room to grow abroad.” 9<br />
Big Plans<br />
In this euphoric environment, <strong>the</strong> strategy was to invest in expansion and modernization.<br />
Brahma, not surprisingly, was moving faster than its competitors. A new brewery in Rio de<br />
Janeiro state, just opened in July 1996, expanded its capacity by 1.2 billion liters a year, bringing<br />
<strong>the</strong> company’s total annual production capacity to 5.1 billion liters. GP Investimentos’ Marcel<br />
Telles, Brahma’s CEO, said <strong>the</strong> company planned $840 million in investments through 1998 to<br />
boost capacity by 54% 10 . Meanwhile, Brahma’s controlling shareholders at GP Investimentos<br />
were enjoying an excellent rate of return. Brazilians were fiercely loyal to <strong>the</strong>ir favorite brand,<br />
following its advertising slogan “Brahma -- a Numero 1.”<br />
Expansion through diversification included opening plants across <strong>the</strong> border. In 1994,<br />
Brahma opened a $120 million brewery near Buenos Aires, in a bid to threaten <strong>the</strong> supremacy of<br />
Quilmes (Argentina) which commanded nearly 80% of <strong>the</strong> Argentine beer market. The<br />
Argentine unit of Brahma invested ano<strong>the</strong>r $76 million to double output of its Lujan plant, which<br />
was already operating at full capacity. Brahma grabbed a 10% market share in Argentina in only<br />
two years. By 1996, analysts expected Brahma to overtake Japan’s Kirin Brewery Co. to become<br />
<strong>the</strong> world’s fourth-biggest brewer behind Anheuser-Busch (Budweiser), Heineken and Miller.<br />
Telles also drove Brahma to enter o<strong>the</strong>r Latin American markets, taking advantage of <strong>the</strong><br />
Mercosur free-trade area. The aim was to make Brahma <strong>the</strong> largest brewery in <strong>the</strong> region.<br />
Bright Forecasts<br />
In August 1996, Brahma launched a program of Level One American Depository<br />
Receipts (ADRs), backed by existing shares, allowing <strong>the</strong> company to be traded in <strong>the</strong> US over<strong>the</strong>-counter<br />
market. (Each ADR represents 20 preferred shares.) The offering was coordinated by<br />
Banco <strong>Garantia</strong> and <strong>the</strong> Bank of New York.<br />
9 Ian Katz, “In a Bullish Beer Market, Brahma is King,” Business Week, Aug. 5, 1996.<br />
10 Business Week, Aug. 5, 1996<br />
12
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
In <strong>the</strong> first quarter of 1997, Brahma’s net profits jumped 53% to 93 million Reals. Net<br />
turnover (sales) rose to 362 million Reals from 265 million Reals in <strong>the</strong> comparable year-earlier<br />
period. In physical terms, sales were up 5% from a year before in <strong>the</strong> first quarter. Exchange<br />
rates and money market interest rates are provided in Table 4. Please consult Exhibit 3 for<br />
financial statements for Cervejaria Brahma including common size income statement and<br />
balance sheet.<br />
Table 4<br />
Exchange Rates of Reals: US Dollar and Money Market Interest Rate: 1993-1997<br />
Exchange Rate<br />
US $ per real<br />
Money Market after Inflation<br />
Rate per Year<br />
1994 1995 1996 1997<br />
1.000 0.8440 0.9723 1.0394<br />
4820.64% 53.37% 27.45% 25.00%<br />
A new plant in Rio de Janeiro increased lager production by 3.2 billion liters. In 1997, <strong>the</strong><br />
company planned to invest 350 million Reals to build two new plants in Sergipe and Rio Grande<br />
do Sul (see Figure 3 for a map of Brazil). Brahma also planned to set up a company to exploit<br />
new niche areas in <strong>the</strong> drinks market. The new company, Fratelli Vita, would have a range<br />
including isotonic drinks, teas, mineral waters, fruit juices, chocolate drinks and coffee. Sales in<br />
1997 were expected to top $100 million. Eight security firms issued buy recommendations for<br />
Brahma’s shares, despite a 53% climb in <strong>the</strong> share price over <strong>the</strong> past year. (See Figure 4 for<br />
share prices of Brahma and Table 5 for <strong>the</strong> annual movements of share prices in Brazil).<br />
For <strong>the</strong> partners of GP Investimentos, <strong>the</strong> success of diversifying into brewing seemed to many<br />
to be a matter of being in <strong>the</strong> right business at <strong>the</strong> right time. Brazilian beer consumption was<br />
forecast to rise 12% in 1997 and 7% in 1998. The question was whe<strong>the</strong>r this incredible growth<br />
could be sustained? Would <strong>Garantia</strong> see strong returns on its investment in expansion, or should<br />
it move its assets to something else?<br />
13
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Figure 3<br />
Map of Brazil<br />
14
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
Jun-91<br />
Jun-92<br />
Source: Datastream<br />
25.00<br />
20.00<br />
15.00<br />
10.00<br />
5.00<br />
0.00<br />
Jun-91<br />
Jun-92<br />
Source: Datastream<br />
Jun-93<br />
Jun-93<br />
Jun-94<br />
Jun-94<br />
Jun-95<br />
Figure 4 a<br />
Brahma Equity Prices<br />
Jun-96<br />
Jun-97<br />
Figure 4 b<br />
Lojas Americanas Equity Prices<br />
Jun-95<br />
Jun-96<br />
Jun-97<br />
15<br />
Date Price Date Price<br />
6/1/91 0.02 12/1/94 304<br />
9/1/91 0.03 3/1/95 270<br />
12/1/91 0.05 6/1/95 310<br />
3/1/92 0.15 9/1/95 370<br />
6/1/92 0.25 12/1/95 395<br />
9/1/92 0.31 3/1/96 490<br />
12/1/92 0.53 6/1/96 596<br />
3/1/93 1.45 9/1/96 640<br />
6/1/93 3.35 12/1/96 620<br />
9/1/93 7.64 3/1/97 730<br />
12/1/93 17.45 6/1/97 770<br />
3/1/94 83.64 9/1/97 750<br />
6/1/94 163.64 12/1/97 690<br />
9/1/94 310<br />
Date Price Date Price<br />
6/1/91 0.01 12/1/94 22.62<br />
9/1/91 0 3/1/95 16.86<br />
12/1/91 0 6/1/95 15.13<br />
3/1/92 0.01 9/1/95 19.48<br />
6/1/92 0.01 12/1/95 14.98<br />
9/1/92 0.01 3/1/96 17.53<br />
12/1/92 0.03 6/1/96 12.89<br />
3/1/93 0.09 9/1/96 11.24<br />
6/1/93 0.25 12/1/96 10.11<br />
9/1/93 0.43 3/1/97 9.74<br />
12/1/93 1.56 6/1/97 10.47<br />
3/1/94 6.42 9/1/97 8.99<br />
6/1/94 16.93 12/1/97 5.17<br />
9/1/94 20.23
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Table 5<br />
Share Prices in Brazil: 1992-1997<br />
Year 1992 1993 1994 1995 1996 1997<br />
Index (1995=100) .08 2.77 85.11 100 151.59 263.62<br />
Source: IMF: International Financial Statistics<br />
Diversification Strategy – Retail<br />
In 1983, Lemann and his partners (GP Investimentos) bought controlling interest in <strong>the</strong><br />
financially-troubled discount retail chain LASA for $23 million. (In 1997, five partners owned<br />
40% of LASA, valued at about $300 million.) Since <strong>the</strong> buyout, LASA sales rose to $1.9 billion<br />
in 1995, making it <strong>the</strong> biggest non-food retailer in Brazil. In <strong>the</strong> same year, LASA issued shares<br />
and bonds, dramatically increasing its status and visibility.<br />
Once again, <strong>Garantia</strong> was in <strong>the</strong> right business at <strong>the</strong> right time, according to <strong>the</strong> case<br />
writer, to benefit from Brazil’s economic recovery. But its investment took time to pay off.<br />
“<strong>Garantia</strong> acquired Lojas Americanas, a chain of department stores, for $23<br />
million in 1983, when <strong>the</strong> stores had $300 million in sales. Since <strong>the</strong>n LASA has<br />
doubled its floor space, and sales last year were $1 billion. It hasn’t been a bad<br />
investment, says Mr. Lemann, especially since, once <strong>the</strong> recession is over, LASA<br />
will be a strong going concern. But in 1983-90 GP Investimentos invested $220<br />
million in LASA cash flow and depreciation. The accounting rules for balancesheet<br />
indexation were not strong enough to keep up with inflation over this<br />
period. From a financial point of view, that investment -- ten times <strong>the</strong> purchase<br />
price of <strong>the</strong> company -- has simply disappeared; GP Investimentos would have<br />
been better off in cash and gold.” 11<br />
LASA staged a dramatic turnaround in 1994-95. In 1994, <strong>the</strong> company began to pay<br />
dividends. GP Investimentos’ financial strategy quickly shifted into high gear. Please see<br />
Exhibit 4 for financial data relating to LASA including common size income statement and<br />
balance sheet and Figure 3 (above) for equity prices for <strong>the</strong> company. In 1995, LASA issued<br />
901,681,530 preferred shares, as part of an option scheme approved in April. A total of<br />
76,643,798 new shares were issued as <strong>the</strong> result of bond conversion, qualifying for <strong>the</strong> 1995<br />
dividends. Capital rose to 268.7 million reals. Also in 1995, <strong>the</strong> Bank of New York sponsored an<br />
over-<strong>the</strong>-counter American Depository Receipts (ADR) program for LASA to tap <strong>the</strong> US capital<br />
markets. In addition, LASA raised $150 million with a Eurobond issue, <strong>the</strong> company’s biggest<br />
offering to date. The chain invested ano<strong>the</strong>r $35 million in new technology, including a data<br />
communications system for its 97 affiliates.<br />
In early 1996, LASA started its own program on <strong>the</strong> Brazilian television shopping<br />
channel Shoptime, offered by MultiChannel and NET Cable through subscription. The program<br />
was also made available by an open signal for satellite dishes. LASA invested $1 million on <strong>the</strong><br />
service, which was to be extended eventually to conventional TV. With <strong>the</strong> Brazilian economy<br />
heating up after a long spell of limited credit, consumption began to rise in <strong>the</strong> second half of <strong>the</strong><br />
11 “Brazil: Drunk not Sick,” The Economist, Dec. 7, 1991.<br />
16
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
year. The government cut interest rates and made consumers’ lives easier by facilitating access to<br />
financing. The home appliance sector had already been growing significantly. Now this growth<br />
was spreading to consumer and retail companies. The share price in <strong>the</strong>se sectors reflected <strong>the</strong><br />
industry’s positive performance.<br />
Just like its parent company (GP Investimentos), LASA had an aggressive strategy for <strong>the</strong><br />
future. It planned to open 100 more stores by <strong>the</strong> turn of <strong>the</strong> century, while also concentrating on<br />
a new joint venture formed with Wal-Mart Stores Inc.<br />
Suddenly, U.S. companies were lining up to invest in Brazil. The chance to partner with<br />
LASA was a prize plum. Brazil had emerged as one of Latin America’s brightest spots with real<br />
GDP growth above 5%, a balanced budget, strong foreign reserves and signs of serious fiscal<br />
reforms. US investment was close to $17 billion, <strong>the</strong> highest for any Latin American nation.<br />
In 1994, GP Investimentos, through LASA, partnered with Wal-Mart to form Wal-Mart<br />
Brasil SA to open Sam’s Club and Wal-Mart supercenter stores. The joint venture was funded<br />
60% by Wal-Mart and 40% by GP Investimentos’ LASA. A year later, <strong>the</strong> management of Wal-<br />
Mart Brasil SA opened five stores around Sao Paulo. The 1994 reports showed <strong>the</strong> acquisition of<br />
fixed assets for 15.5 million Reals for <strong>the</strong> capitalization of <strong>the</strong> joint venture. Wal-Mart cited<br />
Brazil’s economic reforms and <strong>the</strong> demand for low-priced consumer goods. The company<br />
announced it would make an initial investment of up to $100 million. Wal-Mart was enthusiastic<br />
about entering <strong>the</strong> biggest retail market in Latin America, with nearly 160 million consumers.<br />
To be successful, Wal-Mart management thought <strong>the</strong> company needed <strong>the</strong> association<br />
with LASA. Brazil’s high transport costs made it difficult even for Wal-Mart to operate <strong>the</strong><br />
sophisticated distribution system that has been <strong>the</strong> secret of its success elsewhere. “I think that<br />
Wal-Mart can grow (in Brazil) at <strong>the</strong> same rates it grew in <strong>the</strong> United States up to 10 years ago<br />
when it had <strong>the</strong> market totally open to itself,” said Lemann, speaking at a conference on <strong>the</strong> Latin<br />
American economy, sponsored by <strong>the</strong> University of Pennsylvania’s Wharton School.<br />
But in 1996, Wal-Mart posted a larger-than-expected first quarter loss of $21 million, due<br />
to price wars with its major competitor, Carrefour, a French company that was <strong>the</strong> leader in<br />
“hypermarkets” in Europe and which operated 38 “hypermarkets” in Brazil. Regardless of its<br />
losses in <strong>the</strong> first years of operations, Wal-Mart was still seeking scarce real estate for more<br />
units. The company declared that it did not expect profits before 1998 anyway, after a<br />
skyrocketing expansion of <strong>the</strong> number of shopping malls in <strong>the</strong> country’s interior. Plans for <strong>the</strong><br />
future included an accelerated growth strategy to overcome <strong>the</strong> losses registered in <strong>the</strong> first two<br />
years of operations.<br />
The group expected to open between 10 and 12 more outlets by <strong>the</strong> end of 1998,<br />
investing over $200 million. The company’s president, Arthur Emmanuel, predicted that Wal-<br />
Mart Brasil would be a totally profitable company in 1998 due to its aggressive growth plans and<br />
its strategic alliance with LASA, <strong>the</strong> country’s biggest retailer.<br />
17
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Appendix A<br />
Diversified Corporations within Developing Economies<br />
Maria Luisa Rodenbeck<br />
Diversified business groups have been common in developing economies. During <strong>the</strong><br />
time frame of this case study, Latin America was no exception. On a macro-economic level,<br />
<strong>the</strong>re were important reasons for choosing a diversification strategy: privatization, industry<br />
opportunities, business cycles, new market structures, cost motivations, risk issues, synergy<br />
creation, and changes in companies’ historic profiles, just to mention a few.<br />
In <strong>the</strong> case of Brazil, three of <strong>the</strong> top 10 private groups were diversified companies. It<br />
was no coincidence that <strong>the</strong>ir origins were in <strong>the</strong> finance sector. All of <strong>the</strong>m, including <strong>Garantia</strong>,<br />
enjoyed spectacular growth and generous cash inflows during inflationary times. Anticipating<br />
that economic stabilization would inevitably produce competition, weaker profits, rationalization<br />
of resources and new usage of funds, <strong>the</strong>se big businesses set out to diversify. They adopted <strong>the</strong><br />
strategy as an “escape paradigm.” Survival, growth or preservation of profit levels were <strong>the</strong><br />
driving forces and root causes of diversification in some cases. In o<strong>the</strong>rs, <strong>the</strong> motive was simply<br />
to find outlets for excess capital generated by core businesses.<br />
Over <strong>the</strong> past decades, companies like <strong>Garantia</strong> were subject to numerous economic<br />
upheavals and stabilization plans in Latin America. The cycle of crises and corrective programs<br />
constantly changed “<strong>the</strong> rules of <strong>the</strong> game,” making a single-business strategy difficult for big<br />
players to adopt. Putting all of a firm’s eggs in one industry basket could be dangerous. If an<br />
industry stagnated, <strong>the</strong> firm’s growth rate could be tougher to sustain, and profits harder to<br />
achieve. That was what <strong>Garantia</strong> visualized as coming, much earlier than <strong>the</strong> launching of <strong>the</strong><br />
Real Plan. The speculative inflow of overnight money that <strong>the</strong> banking industry was managing in<br />
<strong>the</strong> 1980s had to be stopped, or else <strong>the</strong> whole financial system would eventually collapse, as in<br />
Venezuela several years before.<br />
When revenue growth in Brazil slowed, <strong>the</strong>re were basically two strategic options to be<br />
considered. Companies could ei<strong>the</strong>r try to take market share from rivals or focus on<br />
diversification. Companies like <strong>Garantia</strong>, with <strong>the</strong> competitive strength of strong finances and<br />
superior intellectual capital chose <strong>the</strong> second path. One of <strong>the</strong>ir competitive advantages was <strong>the</strong><br />
chance to cross-subsidize to gain footholds in attractive new industries or markets. These efforts<br />
increased as <strong>the</strong>y found remaining opportunities in <strong>the</strong>ir core or home-based industries<br />
decreasing or becoming too competitive and saturated.<br />
Large groups like <strong>Garantia</strong> throughout Latin America were also motivated to diversify to<br />
build shareholder value. It was not by chance that <strong>the</strong> same partners at Banco <strong>Garantia</strong> had<br />
shares in all <strong>the</strong> o<strong>the</strong>r businesses of <strong>the</strong> group (Brahma, LASA and o<strong>the</strong>rs), through <strong>the</strong>ir<br />
holdings in GP Investimentos. If an opportunity for fur<strong>the</strong>r diversification at <strong>Grupo</strong> <strong>Garantia</strong><br />
passed three basic tests, it was quickly approved. The tests were: (1) attractiveness; (2) low cost<br />
of entry; and (3) <strong>the</strong> better-off and risk-free test.<br />
Among all <strong>the</strong> possible diversification strategies, GP Investimentos chose to invest in<br />
unrelated businesses. GP Investimentos often sought companies with undervalued assets where<br />
capital gains could be realized (as with Brahma). Alternately, <strong>Garantia</strong> looked for firms that were<br />
financially distressed and with limited capital but bright prospects (like LASA), which could be<br />
18
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
purchased at bargain prices. Any business that fit one <strong>the</strong>se profiles was considered a good<br />
acquisition.<br />
After Latin America’s many economic shocks, <strong>the</strong> model of diversifying into unrelated<br />
businesses seemed <strong>the</strong> best way to scatter risk, while investing capital and human resources in<br />
industries offering <strong>the</strong> most stable prospects.<br />
19
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Appendix B<br />
Brief Review of <strong>the</strong> Economic History of Brazil<br />
Maria Luisa Rodenbeck (modified by Jeff Ellis)<br />
Brazil, <strong>the</strong> fifth most populous country in <strong>the</strong> world, developed <strong>the</strong> range of its economic<br />
activities in <strong>the</strong> 30 years from <strong>the</strong> mid-1940s to <strong>the</strong> mid-1970s. Growth resulted from rapid<br />
industrialization, but it was accompanied by political pressures, corruption, income inequality<br />
and regional imbalances. For all its problems, Brazil’s growth throughout <strong>the</strong> 20th century has<br />
been phenomenal.<br />
“For <strong>the</strong> first eight decades of this century, Brazil’s economy grew faster than that of any<br />
o<strong>the</strong>r country except Japan. Then Brazil lost its way, amidst debt, high oil prices, inflation and<br />
protectionism.” (The Economist, March 14, 1998.) This appendix describes <strong>the</strong> inflationary<br />
‘eighties and <strong>the</strong> ups and downs of <strong>the</strong> ‘nineties in Brazil when inflation was moderated by<br />
concerted government action.<br />
The Inflationary 80s<br />
By <strong>the</strong> end of 1979, <strong>the</strong> second oil price shock, soaring world interest rates and recession<br />
among major trade partners meant that <strong>the</strong> policies of <strong>the</strong> previous decade were no longer viable.<br />
Throughout <strong>the</strong> 1980s, inflation showed a strong tendency to rise. To a considerable degree, <strong>the</strong><br />
trend was linked to <strong>the</strong> debt crisis. With foreign capital no longer available after 1982, Brazilian<br />
governments experienced problems funding <strong>the</strong> public-sector deficit. Increasingly, <strong>the</strong>y turned to<br />
internal lending.<br />
Rapid deterioration of Brazil’s external position became evident in September 1982,<br />
when <strong>the</strong> impact of <strong>the</strong> Mexican debt crisis became more severe. By <strong>the</strong> end of <strong>the</strong> year, <strong>the</strong><br />
current account deficit stood at $16.3 billion, gross international reserves had fallen to $4 billion<br />
and debt service on medium-term obligations as a proportion of exports had reached 71.7%.<br />
Total debt was estimated at $83.3 billion, 63% of which was owed by <strong>the</strong> public sector. Brazil<br />
was forced to seek help from <strong>the</strong> IMF and international commercial banks.<br />
The IMF stabilization program produced few results at first and simply deepened <strong>the</strong><br />
recession in 1983, but recovery began in 1984. Gross domestic product rose 4.5% that year,<br />
followed by 8.3% GDP growth in 1985. The upturn was triggered by <strong>the</strong> manufacturing sector’s<br />
response to <strong>the</strong> export drive and was reinforced by rapid expansion in demand and an increase in<br />
real incomes.<br />
But <strong>the</strong> arrival of <strong>the</strong> first civilian government in March 1985 coincided with <strong>the</strong> onset of<br />
a crisis in public sector finances, as well as <strong>the</strong> effective end of wage curbs imposed by <strong>the</strong><br />
military governments as part of stabilization.<br />
In 1986, Jose Sarney’s government launched its major campaign to end <strong>the</strong> inflationary<br />
spiral: <strong>the</strong> Cruzado Plan. The plan was to shift <strong>the</strong> focus of economic policy from large<br />
infrastructure projects toward social priorities. A greater role was allocated to private sector<br />
investment, with <strong>the</strong> emphasis on <strong>the</strong> domestic ra<strong>the</strong>r than <strong>the</strong> export market. Certain segments<br />
of industry were to be protected from external competition, mainly in <strong>the</strong> fields of electronics<br />
and communications. The new administration initially adopted orthodox monetary and fiscal<br />
policies to try to meet IMF requirements, but negotiations on a new standby loan were soon<br />
abandoned.<br />
20
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
By <strong>the</strong> end of 1985, government had completed a switch from orthodox to supply-side<br />
measures in its attempts to bring down inflation, but radical adjustments were needed to achieve<br />
growth targets. The Cruzado Plan froze wages, prices and <strong>the</strong> exchange rate, introducing a new<br />
monetary unit: <strong>the</strong> cruzado. Set at a fixed rate to <strong>the</strong> dollar, <strong>the</strong> cruzado was designed to break<br />
inflationary expectations and stimulate domestic savings. These measures were supposed to be<br />
accompanied by steps to rein in <strong>the</strong> public-sector deficit. But virtually nothing was done.<br />
Inflationary pressures built up behind <strong>the</strong> freeze, although <strong>the</strong> end was delayed for political<br />
reasons until December 1986.<br />
In mid-1987, <strong>the</strong> New Cruzado Plan was introduced to stave off hyperinflation. It<br />
consisted of a 90-day freeze on wages and prices, new rules on wage adjustments, fur<strong>the</strong>r steps<br />
for cutting public spending and devaluing <strong>the</strong> cruzado. But by <strong>the</strong> end of 1987, inflation was<br />
soaring again. The authorities had again failed to cut trim expenditures.<br />
The 1990s - Ups and Downs<br />
In January 1989, ano<strong>the</strong>r attempt to hold back prices, <strong>the</strong> Summer Plan, proved even less<br />
successful. The period was characterized by turmoil and strikes to protect salaries against<br />
prevailing inflation. The old formula of freezing prices, reducing indexation and suspending<br />
debt-equity auctions was tried again in an effort to attack <strong>the</strong> public-sector deficit. But without<br />
public or political support, <strong>the</strong> government was unable to negotiate reforms that might have<br />
reduced <strong>the</strong> deficit. Money supply rose and inflation soared, reaching a record of 1,864% at yearend<br />
and forcing reindexation of <strong>the</strong> economy.<br />
The hyperinflationary spiral forced <strong>the</strong> Sarney administration’s successor to take drastic<br />
action with <strong>the</strong> New Brazil Plan, announced with Fernando Collor’s inauguration on March 15,<br />
1990. An annual inflation rate of 4,854% greeted <strong>the</strong> new administration. Collor and his<br />
economists decided to apply bitter remedies. The economy was subjected to a brutal liquidity<br />
squeeze. Government froze bank and savings accounts, leaving depositors with a limit of 50,000<br />
cruzados (about $1,000) for withdrawals for <strong>the</strong> next 18 months. The radical step reduced<br />
monthly inflation to single figures in May, but liquidity seeped back into <strong>the</strong> economy, leading to<br />
<strong>the</strong> return of double-digit inflation in June. The ambitious but unrealistic goal was to transform a<br />
budget deficit caused by public-sector spending equal to 8% of GDP in 1989 into a 2% surplus in<br />
1990 at <strong>the</strong> expense of an already-impoverished population.<br />
Monthly inflation climbed to 20% in January 1991, when a new freeze was announced as<br />
part of Collor Plan II. A temporary easing of inflation until May was followed by accelerating<br />
monthly rates of over 25% from October 1991 to January 1992. Recession and scandals<br />
characterized <strong>the</strong> Collor administration. A corruption crisis erupted in May 1992, ending in his<br />
impeachment. In September 1992, Collor’s vice- president, Itamar Franco, became president.<br />
The Real Plan<br />
After <strong>the</strong> deep recession of 1990-92, <strong>the</strong> economic recovery began in 1993. In May 1993,<br />
Fernando Henrique Cardoso became minister of finance and drew up <strong>the</strong> most successful<br />
economic stabilization program to date: <strong>the</strong> Real Plan.<br />
Cardoso approached <strong>the</strong> inflation problem carefully and gradually. He stated in a<br />
television interview that “one of <strong>the</strong> advantages of this program is that it was designed not to<br />
have any shocks, not to scare anyone.” In February, <strong>the</strong> government established a Social<br />
21
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Emergency Fund to consolidate all existing transfers to <strong>the</strong> states for health care and education.<br />
This measure, combined with $7 billion in new taxes on wealth and financial transactions,<br />
eliminated <strong>the</strong> 1994 fiscal deficit.<br />
On March 1, <strong>the</strong> Unit of Real Value (URV) gradually began to replace <strong>the</strong> cruzeiro. The<br />
URV was equivalent to <strong>the</strong> dollar and adjusted daily in terms of cruzeiros to keep its value<br />
constant. Wages were immediately linked to <strong>the</strong> URV. Prices, taxes, investments and rents were<br />
gradually converted. Amended labor laws required annual renegotiation of salaries and wages<br />
instead of <strong>the</strong> automatic monthly adjustments that had been <strong>the</strong> practice.<br />
In April, <strong>the</strong> government finalized a $49 billion commercial debt restructuring with<br />
representatives of 750 international banks. The IMF agreed to cooperate closely. On July 1,<br />
1994, <strong>the</strong> Real was introduced as <strong>the</strong> new currency. It was pegged to <strong>the</strong> dollar and defended by<br />
$10 billion in earmarked foreign reserves, out of $40 billion on hand.<br />
Although generals, bishops and business leaders forecast social convulsions from <strong>the</strong><br />
Real Plan, moderate and conservative political forces persuaded Cardoso to run for president.<br />
The basis of Cardoso’s platform was that stabilization was essential for growth and must be<br />
accompanied by spending on health, housing and education. He positioned <strong>the</strong> anti-inflation<br />
campaign as a populist cause.<br />
In July 1994 when <strong>the</strong> Real was introduced, <strong>the</strong> rate of inflation fell from 50% to about<br />
2%, and subsequently to 1% per month. The economy started to grow again. As <strong>the</strong> Real Plan<br />
began to work, Cardoso’s standing rose. The poor backed Cardoso in large numbers. The<br />
second-largest labor federation endorsed Cardoso, as did 276 independent unions. Cardoso won<br />
by a wide margin.<br />
The economy benefited from a strong performance by agriculture, with a record grain<br />
harvest. Export earnings rose 12% in dollar terms. Terms of trade improved, with higher<br />
commodity prices and falling oil prices. Domestic consumption was stimulated by low<br />
international interest rates and a strong inflow of foreign capital.<br />
The vigorous upturn in <strong>the</strong> economy since 1993 was at first consumption-led,<br />
underpinned by higher real wages and an expansion of credit following <strong>the</strong> fall in inflation<br />
during <strong>the</strong> second half of 1994. But as manufacturing approached full-capacity, <strong>the</strong> rate of<br />
investment (measured as a proportion of investment in GDP at 1980 prices) rose sharply, from<br />
14.2% in <strong>the</strong> second quarter of 1994 to 16.8% in <strong>the</strong> first quarter of 1995, despite high interest<br />
rates. By late 1994, <strong>the</strong> expansion of domestic output was being outpaced by domestic demand<br />
growth. The result was a surge in imports and a slowdown in export growth, especially of<br />
manufactured goods, pushing <strong>the</strong> trade balance into deficit.<br />
In 1995, <strong>the</strong> government squeezed credit and kept interest rates high. GDP growth<br />
collapsed from 10.3% in <strong>the</strong> first quarter from a year earlier to -2.5% in <strong>the</strong> first quarter of 1996.<br />
The investment rate followed suit, falling to 14.8% in <strong>the</strong> fourth quarter of 1995. But GDP and<br />
<strong>the</strong> rate of investment recovered in <strong>the</strong> second half of 1996.<br />
22
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 1<br />
Brazil’s Five Largest Domestic <strong>Grupo</strong>s (1995)<br />
Company Net Worth ROE Principal lines of business Number of <strong>Grupo</strong> organization<br />
($US millions) companies Top 5 officers Controlling shareholders<br />
Votorantim 5,973,380 6.1% Non-metallics, metallurgy,<br />
9 Jose Ermirio de Moraes, Antonio Ermirio de Hejoassu Adm Limitada (96%)<br />
lumber/furniture/paper, finance<br />
Moraes, Ermirio Pereira de Moraes, Jose<br />
Ermirio de Moraes Neto, Clovis Scripilliti<br />
Itausa 5,102,819 9.4% Finance, securities and insurance, 7 Olavo Sgydio Setubal, Jose Carlos Moraes <strong>Grupo</strong> Villela (36.4%), <strong>Grupo</strong> Setubal<br />
lumber/furniture paper, electronics,<br />
Abreu, Roberto Egydio Setubal, Jairo (22.8%), <strong>Grupo</strong> Camargo Correa<br />
information and telecommunications,<br />
holding company<br />
Cupertion, Paulo Setubal Neto<br />
(10.1%), Fund Itaubanco (7.9%)<br />
Bradesco 5,085,906 10.9% Finance, securities and insurance,<br />
information and telecommunications,<br />
general services<br />
Camargo Correa 2,884,296 9.4% Construction, non-metallics,<br />
metallurgy, textiles and lea<strong>the</strong>r,<br />
electronics, meat and livestock<br />
Odebrecht 2,783,875 7.3% Holding company, construction,<br />
chemicals and petrochemicals,<br />
information and telecommunications<br />
Source: Balanco Anual, 1997 (data as of 12/95)<br />
9 Lazaro de Mello Brandao, Antonio Bornia,<br />
Dorival Antonio Bianchi, Ageo Silva, Marcio<br />
Artur Laurelli<br />
23<br />
Cidade de Deus Cia. Comercial<br />
(44.6%), Fundacao Bradesco (16.4%)<br />
9 Carlos Antonio Rossi Rosa, Joao Augusto Dirce Navarro C. Penteado e familia<br />
Chagas Pestana, Joao de Oliveria Mattos,<br />
Jose Geraldo Gallo Ferreira, Paulo de Tarso<br />
de Camargo Opice<br />
(100%)<br />
9 Emilio Alves Odebrecht, Aluizio Rebello de<br />
Araujo, Ruy Lemos Sampaio Sergio Foguel,<br />
Renato Antonio M. Martins<br />
Kieppe Invs S/A (54%), Victor Calixto<br />
Gradin Boulhosa (7.9%), Leda<br />
Nascimento Pedreira (5.3%), Walter<br />
Caymmi Comes (4.6%), Fundacao<br />
Emilio Odebrecht (1.2%)
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 2<br />
Selected Macroeconomic Statistics for Brazil, 1989 – 1997<br />
1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
Balance of Payments Minus Sign Indicates Debit<br />
Current Account, n.i.e 1,002 -3,823 -1,450 6,089 20 -1,153 -18,136 … …<br />
Government Finance Thousands 1990-92; Millions Beginning. 1993<br />
Deficit (-) or Surplus -74,282 -672 -257 -24,389 -1,315 -23,671 … … …<br />
National Accounts Thousands 1990-92; Millions Beginning 1993<br />
Gross Fixed Capital Formation 114,496 2,400 10,900 118,100 2,718 72,453 132,753 148,884 …<br />
Gross Domestic Product (GDP) 400,000 11,500 60,300 641,000 14,097 349,205 646,192 778,820 865,919<br />
Money (National Definitions) Thousands 1990-1992; Millions Beginning 1993: End of Period<br />
M4 480,230 3,779 26,124 492,451 14,820 175,136 250,616 322,140 392,754<br />
Interest Rates Percent Per Annum<br />
Money Market Rate 6,404.97 15,778.57 847.54 1,574.28 3,284.44 4,820.64 53.37 27.45 25.00<br />
Prices, Production, Labor Period Averages<br />
Consumer Prices (‘90=100mill) 328,113 … … … … … … … …<br />
Consumer Prices (‘90=1) … 1 5 56 1,136 24,724 41,044 47,512 50,803<br />
Source: International Financial Statistics Yearbook, 1998, pages 267 and 269<br />
24
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 2 (continued): Selected Economic Statistics for Brazil, 1989-1997<br />
(Graphical Representations)<br />
Thousands Reals ('90-'92); Millions <strong>the</strong>reafter<br />
For Deficit/Surplus: thosands for 1990-92; Millions <strong>the</strong>reafter<br />
20,000<br />
10,000<br />
0<br />
-10,000<br />
-20,000<br />
-30,000<br />
-40,000<br />
-50,000<br />
-60,000<br />
-70,000<br />
-80,000<br />
1,000,000<br />
900,000<br />
800,000<br />
700,000<br />
600,000<br />
500,000<br />
400,000<br />
300,000<br />
200,000<br />
100,000<br />
0<br />
Balance of Payments Current Account and Government Finance Deficit/Surplus<br />
1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
Money Supply (M4), GDP, and Gross Capital Formation<br />
1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
Year<br />
25<br />
Year<br />
Current Account, n.i.e<br />
Deficit (-) or Surplus<br />
Gross Fixed Capital Formation<br />
Gross Domesic Product (GDP)<br />
M4
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Consumer Prices using 1990 as a bse of 1<br />
Money Market Rate (Percent per Annum)<br />
Exhibit 2 (continued): Selected Economic Statistics for Brazil, 1989-1997<br />
(Graphical Representations –Continued)<br />
18,000.00<br />
16,000.00<br />
14,000.00<br />
12,000.00<br />
10,000.00<br />
8,000.00<br />
6,000.00<br />
4,000.00<br />
2,000.00<br />
60000<br />
50000<br />
40000<br />
30000<br />
20000<br />
10000<br />
0.00<br />
0<br />
Interest Rates<br />
1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
Year<br />
Consumer Prices<br />
1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
Year<br />
26
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 3<br />
Cervejaria Brahma SA Financial Statements<br />
BALANCE SHEET<br />
ASSETS ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
CASH & EQUIVALENTS 884,576 821,008 857,524 654,783 69,756 1,686<br />
NET RECEIVABLES 461,955 266,217 356,489 242,557 16,707 451<br />
RAW MATERIALS 141,362 190,218 145,740 40,238 4,737 152<br />
WORK IN PROCESS 25,415 25,261 14,604 8,555 673 24<br />
FINISHED GOODS 41,126 36,527 25,229 15,352 644 24<br />
PROGRESS PAYMENT & OTHER 106,850 68,320 37,426 55,781 3,915 74<br />
INVENTORIES 314,753 320,326 222,999 119,926 9,970 275<br />
PREPAID EXPENSES 17,410 18,533 21,386 14,121 211 25<br />
TOTAL CURRENT ASSETS 1,678,694 1,426,084 1,458,398 1,031,387 96,643 2,436<br />
OTHER INVESTMENTS 11,719 7,274 4,782 5,751 535 20<br />
INVST IN ASSOC COMP 0 0 31,260 14,912 1,850 76<br />
LONG TERM RECEIVABLES 171,845 213,039 134,104 63,744 3,544 183<br />
PROP., PLANT, EQUIPMENT - GROSS 3,334,664 2,639,481 2,348,956 1,439,071 128,318 4,732<br />
ACCUM. DEPRECIATION 1,215,107 925,544 824,252 638,365 59,095 2,046<br />
NET PP&E 2,119,557 1,713,937 1,524,704 800,706 69,223 2,686<br />
DEFERRED CHARGES 141,288 131,966 64,284 48,081 3,245 145<br />
INTANGIBLE OTHER ASSETS 35,062 23,588 0 0 0 0<br />
OTHER ASSETS 176,350 155,554 64,284 48,081 3,245 145<br />
TOTAL ASSETS (1) 4,158,165 3,515,888 3,217,532 1,964,581 175,041 5,546<br />
LIABILITIES ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
ACCOUNTS PAYABLE 291,261 190,471 150,301 100,492 3,863 134<br />
ST DEBT & CURRENT LT DEBT 710,630 478,406 197,698 161,068 23,182 232<br />
ACCRUED PAYROLL 121,477 92,321 114,392 77,745 7,937 206<br />
DIVIDENDS PAYABLE 71,230 51,853 435,577 28,903 1,537 52<br />
INCOME TAXES PAYABLE 165 33,896 98,288 127,426 11,560 322<br />
OTHER CURRENT LIABILITIES 270,531 228,486 297,253 327,382 23,979 822<br />
TOTAL CURRENT LIABILITIES 1,465,294 1,075,433 1,293,509 823,016 72,059 1,768<br />
LONG TERM DEBT 872,351 541,832 335,647 96,313 9,811 370<br />
PROV RISKS/CHARGES 315,609 473,705 387,369 0 0 0<br />
DEFERRED TAXES (2) -95,154 36,821 58,993 35,151 5,137 365<br />
OTHER LIABILITIES 195,963 62,373 35,791 5,241 582 24<br />
UNREAL SEC GAIN/LOSS -428 -928 -717 -179 -24 -1<br />
TOTAL LIABILITIES 2,754,063 2,190,164 2,111,309 959,721 87,589 2,528<br />
NON EQUITY RESERVES 0 0 12,956 26,471 1,305 88<br />
MINORITY INTEREST 53,799 61,872 99,076 40,836 3,412 136<br />
COMMON STOCK/ORD CAP (3) 927,777 877,284 684,457 503,393 48,577 138<br />
REVAL. RES./CAPITAL SURPLUS 2,468 2,468 4,181 3,414 340 1,495<br />
OTHER APPROPRIATED RES 558,566 425,784 324,708 445,981 35,340 1,135<br />
RETAINED EARNINGS 86<br />
TREASURY STOCK 138,080 40,756 18,438 15,056 1,498 59<br />
COMMON SHLDRS EQUITY (4) 1,350,303 1,263,852 994,191 937,553 82,736 2,794<br />
TOTAL LIABS & EQUITY 4,158,165 3,515,888 3,217,532 1,964,581 175,041 5,546<br />
27
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 3 (continued)<br />
Cervejaria Brahma SA Financial Statements<br />
INCOME STATEMENT ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
NET SALES OR REVENUE 2,376,843 2,240,116 123,429 1,501<br />
1,661,129 1,233,043 862,660 61,691<br />
GROSS INCOME 1,067,959 985,281 657,691 635<br />
DEPRECIATION & AMORT 182,633 131,267 8,937 131<br />
714,134 599,091 458,980 35,479<br />
OTHER OPERATING EXPENSES -175,954 208,939 46,443 74<br />
2,249,669 1,988,064 1,465,035 110,514<br />
OPERATING INCOME 529,779 187,821 152,268 1<br />
NON-OPER INTEREST INCOME<br />
0 0 -3,687 -641<br />
OTHER INC/EXP - NET 140,118 270,390 213,288 1,645<br />
INTEREST EXPENSE (5) 257,234 102,338 5,969 939<br />
392,906 251,996 176,763 22,673<br />
INCOME TAXES 53,659 100,709 32,858 382<br />
MINORITY INTEREST 6,693 -8,526 -242 -3<br />
114,671 153,328 -18,681 -3,644<br />
NET INCOME BEFORE EX. ITEMS 456,323 250,299 117,901 268<br />
NET INCOME BEFORE PREF. DIV. 324,894 250,299 11,610 268<br />
NET INCOME 456,323 324,894 250,299 117,901 11,610 268<br />
FOOTNOTES TO FINANCIAL STATEMENTS:<br />
1: 1997 - ADJUSTED TO EXCLUDE DEFERRED TAXES<br />
2: 1997 - ADJUSTED TO INCLUDE DEFERRED TAX DEBITS<br />
3: 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988 - PROFIT<br />
PARTICIPATING PREFERRED STOCK INCLUDED IN COMMON EQUITY<br />
4: 1992 - INCLS 251.1 BIL OF PREFERRED STOCK WHICH SHARES IN PROFITS OF THE COMPANY<br />
5: 1991 - INCLUDES OTHER INCOME OR EXPENSE<br />
KEY FINANCIAL ITEMS ('000'S US$)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993<br />
MARKET CAPITAL (US$) 4,720,099 3,995,903 2,832,928 2,160,702 1,437,568<br />
COMMON EQUITY (US$) 1,209,953 1,216,407 1,022,834 1,103,003 719,395<br />
TOTAL ASSETS (US$) 3,725,965 3,383,902 3,310,229 2,311,271 1,521,999<br />
SALES (US$) 2,490,552 2,287,616 2,304,654 1,902,708 1,073,225<br />
NET INCOME (US$) 408,893 312,697 257,510 138,706 100,953<br />
Fiscal Year Ending 12/31 1992 1991 1990 1989 1988<br />
MARKET CAPITAL (US$) 1,024,929 1,245,121 286,863 490,207<br />
COMMON EQUITY (US$) 654,444 541,448 261,448 423,661 252,177<br />
TOTAL ASSETS (US$) 1,298,880 1,026,380 673,803 778,266 546,611<br />
SALES (US$) 351,520 946,018 501,825 284,991 222,444<br />
NET INCOME (US$) 62,878 75,075 73,473 46,726 20,572<br />
28
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 3 (continued)<br />
Cervejaria Brahma SA Financial Statements<br />
FUNDS FLOW STATEMENT (000's)<br />
SOURCES OF FUNDS<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
NET INCOME/START LIN 456,323 324,894 250,299 117,901 11,610 268<br />
DEPR., DEPLETION & AMORTN. 272,496 182,633 131,267 96,952 8,937 131<br />
OTHER CASH FLOW -112,768 113,609 256,452 54,239 5,712 171<br />
FUNDS FROM OPERATION 616,051 621,136 638,018 269,092 26,259 570<br />
FUNDS-OTHER OPER ACT 137,251 -235,043 268,786 38,766 -6,902 -653<br />
PROCEED SALE/ISS STOCK 42,283 211,553 46,581 14,864 9,449 10<br />
OTHER STOCK SALES 42,283 211,553 46,581 14,864 9,449 10<br />
DISPOSAL FIXED ASSETS 0 0 0 0 0 0<br />
LONG TERM BORROWING 479,803 270,124 263,528 1,505 0 725<br />
OTHER SOURCES 4,815 -28,314 51,691 2,789 2,024 44<br />
TOTAL SOURCES 1,280,203 839,456 1,268,604 30,830 695<br />
Fiscal Year Ending 12/31 1997 1995 1994 1992<br />
CASH DIVIDENDS PAID-TOTAL 77,323 452,962 10,727 66<br />
697,729 472,188 247,909 15,887<br />
ADDITIONS TO OTHER ASSETS 35,028 28,771 20,857 118<br />
REDUCTION IN LT DEBT 0 0 3,627 0<br />
293,108 183,176 0 0<br />
INCR IN INVESTMENTS 4,445 593 374 2<br />
OTHER USES 42,152 56,042 0 195<br />
1,280,203 839,456 327,016 30,830<br />
RECONCILIATION OF SOURCES<br />
Fiscal Year Ending 12/31 1996 1995 1993 1992<br />
-137,251 185,762 183,786 23,917<br />
SUPPLEMENTARY DATA (000's)<br />
Fiscal Year Ending 12/31 1996 1995 1993 1992<br />
213,400 350,651 208,371 24,585<br />
LT DEBT EX-CAP-LEA 872,351 335,647 96,313 370<br />
MONETARY CORR - CAP<br />
TOTAL CAPITAL 2,276,453 1,441,870 1,101,173 3,388<br />
MONETARY VAR-DEBITS<br />
EXTERNAL FINANCING 228,978 310,109 16,369 735<br />
TOTAL DEBT 1,020,238 533,345 32,993 602<br />
10 9 14 16<br />
669,897 509,230 361,869 28,642<br />
MARKET VALUE 5,267,615 2,753,596 1,836,598 4,376<br />
1997 1996 1994 1993<br />
2,779,448 2,376,843 1,617,303 123,429<br />
456,323 324,894 117,901 11,610<br />
63.11 44.45 16.48 1.65<br />
29
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 3 (continued)<br />
Cervejaria Brahma SA Financial Statements<br />
Common Size Balance Sheets<br />
Assets<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Cash & Equivalents 21% 23% 27% 33% 40% 30%<br />
Net receivables 11% 8% 11% 12% 10% 8%<br />
Raw materials 3% 5% 5% 2% 3% 3%<br />
WIP 1% 1% 0% 0% 0% 0%<br />
Finished Goods 1% 1% 1% 1% 0% 0%<br />
Progress payment & o<strong>the</strong>r 3% 2% 1% 3% 2% 1%<br />
Inventories 8% 9% 7% 6% 6% 5%<br />
Prepaid expenses 0% 1% 1% 1% 0% 0%<br />
Total Current Aseets 40% 41% 45% 53% 55% 44%<br />
O<strong>the</strong>r investments 0% 0% 0% 0% 0% 0%<br />
Invest in Assoc comp 0% 0% 1% 1% 1% 1%<br />
Long term receivables 4% 6% 4% 3% 2% 3%<br />
PPE 80% 75% 73% 73% 73% 85%<br />
Accum Depr 29% 26% 26% 32% 34% 37%<br />
Net PPE 51% 49% 47% 41% 40% 48%<br />
Deferred charges 3% 4% 2% 2% 2% 3%<br />
Intangible o<strong>the</strong>r assets 1% 1% 0% 0% 0% 0%<br />
O<strong>the</strong>r assets 4% 4% 2% 2% 2% 3%<br />
Total Assets 92% 91% 93% 94% 94% 95%<br />
Liabilities<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Accounts payable 7% 5% 5% 5% 2% 2%<br />
St. debt & Current LT debt 17% 14% 6% 8% 13% 4%<br />
Accrued payroll 3% 3% 4% 4% 5% 4%<br />
Dividends payable 2% 1% 14% 1% 1% 1%<br />
Income taxes payable 0% 1% 3% 6% 7% 6%<br />
O<strong>the</strong>r current liabilities 7% 6% 9% 17% 14% 15%<br />
Total Current Liabilities 35% 31% 40% 42% 41% 32%<br />
Long Term debt 21% 15% 10% 5% 6% 7%<br />
Prov risks/charges 8% 13% 12% 0% 0% 0%<br />
Deferred taxes -2% 1% 2% 2% 3% 7%<br />
O<strong>the</strong>r liabilities 5% 2% 1% 0% 0% 0%<br />
Unreal sec gain/loss 0% 0% 0% 0% 0% 0%<br />
Total Liabilities 66% 62% 66% 49% 50% 46%<br />
Non equity reserves 0% 0% 0% 1% 1% 2%<br />
Minority interest 1% 2% 3% 2% 2% 2%<br />
30
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Common stock/ord cap 22% 25% 21% 26% 28% 2%<br />
Reval res/capital surplus 0% 0% 0% 0% 0% 27%<br />
O<strong>the</strong>r appropriated res 13% 12% 10% 23% 20% 20%<br />
Retained earnings 0% 0% 0% 0% 0% 2%<br />
Treasury stock 3% 1% 1% 1% 1% 1%<br />
Common shldrs equity 32% 36% 31% 48% 47% 50%<br />
Total Liabilities & Equity 100% 91% 93% 94% 94% 95%<br />
Common Size Income Statements<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Net sales or revenue 100% 100% 100% 100% 100% 100%<br />
COGS 60% 52% 50% 53% 50% 49%<br />
Gross income 38% 40% 44% 41% 43% 42%<br />
Depreciation & amort 2% 8% 6% 6% 7% 9%<br />
SG&A 26% 25% 26% 28% 29% 37%<br />
O<strong>the</strong>r operating expenses -6% -1% 9% 3% 4% 5%<br />
Total operating expenses 81% 84% 92% 91% 90% 100%<br />
Operating income 19% 16% 8% 9% 10% 0%<br />
Non-oper interest income 0% 0% 0% 0% 0% 0%<br />
Pretax equity in earnings 0% 0% 0% 0% -1% 0%<br />
O<strong>the</strong>r inc/exp – net 5% 5% 12% 13% 13% 110%<br />
Interest expense 10% 11% 5% 11% 5% 63%<br />
Pretax income 14% 11% 16% 11% 18% 47%<br />
Income taxes 2% 3% 4% 2% 6% 25%<br />
Minority interest 0% 0% 0% 0% 0% 0%<br />
After tax o<strong>the</strong>r inc/exp 4% 6% -1% -1% -3% -4%<br />
Net income before ex. Items 16% 14% 11% 7% 9% 18%<br />
Net income before pref. Div 16% 14% 11% 7% 9% 18%<br />
Net income 16% 14% 11% 7% 9% 18%<br />
31
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 4<br />
Lojas Americanas SA Financial Statements<br />
BALANCE SHEET<br />
ASSETS ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
CASH & EQUIVALENTS 298,975 423,631 291,769 260,015 23,716 893<br />
NET RECEIVABLES (1) 220,587 220,682 275,297 62,921 37<br />
FINISHED GOODS 245,678 230,679 177,179 128,772 11,889 222<br />
INVENTORIES 245,678 230,679 177,179 128,772 11,889 222<br />
OTHER CURRENT ASSETS 0 0 0 15,235 1,288 0<br />
TOTAL CURRENT ASSETS 765,240 874,992 744,245 466,943 36,893 1,153<br />
OTHER INVESTMENTS 1,644 31,156 27,090 3,528 337 20<br />
LONG TERM RECEIVBLES 55,739 97,585 80,392 28,250 1,211 3<br />
PROP PLANT EQ-GROSS 598,843 579,992 571,877 356,825 32,286 1,251<br />
ACCUM DEPRECIATION 353,595 325,097 298,416 169,289 14,827 529<br />
NET PP&E 245,248 254,895 273,461 187,536 17,459 722<br />
DEFERRED CHARGES 28,511 14,038 9,633 3,792 340 10<br />
OTHER ASSETS 28,511 14,038 9,633 3,792 340 10<br />
TOTAL ASSETS (2) 1,096,382 1,272,666 1,134,821 690,049 56,240 1,908<br />
LIABILITIES ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
ACCOUNTS PAYABLE 217,486 309,519 265,722 176,651 16,376 479<br />
ST DEBT & CURRENT LT DEBT 105,131 205,674 218,955 80,088 4,484 233<br />
ACCRUED PAYROLL 26,691 16,463 18,021 11,575 1,393 35<br />
DIVIDENDS PAYABLE 331 363 15,815 12,599 1,457 16<br />
INCOME TAXES PAYABLE (3) 51,366 67,130 61,447 2,953 100<br />
OTHER CURRENT LIAB 26,545 31,811 17,120 60,642 970 24<br />
TOTAL CURRENT LIABILITIES 427,550 630,960 597,080 341,555 27,634 886<br />
LONG TERM DEBT 226,367 160,736 10,044 7,291 968 40<br />
PROV RISKS/CHARGES 8,400 5,000 0 0 0 0<br />
DEFERRED TAXES (4) -8,482 -9,082 217 843 35 43<br />
OTHER LIABILITIES 0 6,996 39,362 2,933 0 14<br />
TOTAL LIABILITIES 653,835 794,610 646,703 352,622 28,637 983<br />
MINORITY INTEREST 69 101 0 0 0 0<br />
PREFERRED STOCK (5)<br />
COMMON STOCK/ORD CAP (6) 405,035 399,506 384,136 255,772 19,059 586<br />
CAPITAL SURPLUS<br />
OTH APPROPRIATED RES 40,613 81,351 105,476 82,433 8,584 340<br />
TREASURY STOCK 3,170 2,902 1,494 778 40 0<br />
COMMON SHLDRS EQUITY (7) 442,478 477,955 488,118 337,427 27,603 926<br />
TOTAL LIABS & EQUITY 1,096,382 1,272,666 1,134,821 690,049 56,240 1,908<br />
32
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 4 (continued)<br />
Lojas Americanas SA Financial Statements<br />
INCOME STATEMENT ('000'S)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
NET SALES OR REVENUE 1,875,157 1,952,136 1,892,014 1,388,377 95,511 2,869<br />
COST OF GOODS SOLD 1,408,330 1,496,618 1,478,924 1,061,835 71,890 2,233<br />
GROSS INCOME 427,186 416,355 384,208 306,847 21,753 562<br />
DEPRECIATION & AMORT 39,641 39,163 28,882 19,695 1,868 73<br />
SELL. GEN. & ADMIN. EXP 407,922 425,311 355,870 228,775 19,622 640<br />
OTHER OPERATING EXPENSES 0 0 5,353 29,454 1,977 5<br />
TOTAL OPERATING EXPENSES 1,855,893 1,961,092 1,869,029 1,339,759 95,357 2,951<br />
OPERATING INCOME 19,264 -8,956 22,985 48,618 153 -83<br />
PRETAX EQUITY IN EARNS -9,903 -22,256 -6,615 0 0 7<br />
OTHER INC/EXP - NET 37,211 35,675 61,095 70,252 6,442 160<br />
INTEREST EXPENSE 78,197 31,850 27,567 80,614 3,398 42<br />
PRETAX INCOME -31,625 -27,387 49,898 38,256 3,197 43<br />
INCOME TAXES 5,709 -3,205 5,201 3,441 -936 -3<br />
MINORITY INTEREST -32 -56 0 0 0 0<br />
NET INC BEFORE EX ITEMS -37,302 -24,126 44,697 34,815 4,133 47<br />
NET INC BEFORE PREF DIV -37,302 -24,126 44,697 34,815 4,133 47<br />
NET INCOME -37,302 -24,126 44,697 34,815 4,133 47<br />
KEY FINANCIAL ITEMS ('000'S US$)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
MARKET CAPITAL (US$) 212,965 600,214 1,050,386 1,285,352 584,511 242,874<br />
COMMON EQUITY (US$) 396,487 460,013 502,181 396,973 240,010 216,836<br />
TOTAL ASSETS (US$) 982,424 1,224,890 1,167,515 811,822 489,009 446,962<br />
SALES (US$) 1,680,253 1,878,853 1,946,523 1,633,384 830,474 671,907<br />
NET INCOME (US$) -33,425 -23,220 45,985 40,959 35,933 10,932<br />
FOOTNOTES TO FINANCIAL STATEMENTS:<br />
1: 1992, 1991, 1990, 1989 - INCLUDES OTHER CURRENT NON-TRADE RECEIVABLES AND/OR OTHER CURRENT ASSETS<br />
2: 1997, 1996 - ADJUSTED TO EXCLUDE DEFERRED TAXES<br />
3: 1997, 1996, 1995 - INCLUDES OTHER TAXES<br />
4: 1997 - ADJUSTED TO INCLUDE DEFERRED TAX DEBITS<br />
5: 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989 - PROFIT-PARTICIPATING<br />
PREFERRED STOCK INCLUDED IN COMMON EQUITY<br />
6: 1991 - INCLUDES MONETARILY CORRECTED CAPITAL<br />
7: 1990 - INCLS 98.5 MIL OF PREFERRED STOCK WHICH SHARES IN PROFITS OF THE COMPANY<br />
33
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 4 (continued)<br />
Lojas Americanas SA<br />
FUNDS FLOW STATEMENT ('000's)<br />
SOURCES OF FUNDS<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
NET INCOME/START LIN -37,302 -24,126 44,697 34,815 4,133 47<br />
DEPR, DEPLETION & AMORTN. 39,641 39,163 28,882 19,695 1,868 73<br />
OTHER CASH FLOW 22,220 22,268 10,917 524 66 -6<br />
FUNDS FROM OPERATION 24,559 37,305 84,496 55,034 6,067 114<br />
FUNDS-OTH OPER ACT -93,658 -96,867 6,388 -32,305 -2,718 -125<br />
PROCEED SALE/ISS STK 2,093 15,371 16,141 35,013 4,548 6<br />
OTHER STOCK SALES 2,093 15,371 16,141 35,013 4,548 6<br />
DISPOSAL FIX ASSETS 0 15,543 0 0 0 0<br />
LONG TERM BORROWING 61,102 124,042 36,070 983 0 0<br />
DECR IN INVESTMENTS 40,390 101 0 0 0 0<br />
OTHER SOURCES 53,776 0 607 0 -1,349 62<br />
TOTAL SOURCES 88,262 95,495 143,702 58,725 6,547 56<br />
USES OF FUNDS<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
CASH DIVS PAID-TOTAL 0 0 12,740 10,230 4,435 13<br />
CAPITAL EXPENDITURE 28,254 31,471 50,054 30,540 1,059 41<br />
ADDITS TO OTH ASSETS 19,096 8,578 7,110 1,879 187 3<br />
COM/PFD PURCH RTRD 268 1,408 541 376 32 0<br />
INCR IN INVESTMENTS 30,215 26,830 27,460 348 2 0<br />
OTHER USES 10,429 27,208 45,797 15,352 831 -2<br />
TOTAL USES 88,262 95,495 143,702 58,725 6,547 56<br />
RECONCILIATION OF SOURCES<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
INC/DEC WORK CAPITAL 93,658 96,867 21,777 116,128 8,993 255<br />
SUPPLEMENTARY DATA (000's)<br />
Fiscal Year Ending 12/31 1997 1996 1995 1994 1993 1992<br />
WORKING CAPITAL 337690 244032 147165 125388 9260 267<br />
LT DEBT EXCL. CAP-LEA 226367 160736 10044 7291 968 40<br />
TOTAL CAPITAL 668914 638792 498162 344718 28571 965<br />
EXTERNAL FINANCING 62927 138005 51670 35620 4516 6<br />
TOTAL DEBT 331498 366410 228999 87379 5452 272<br />
EMPLOYEES 20 16 16 15 14<br />
EARN BEF INT & TAXES 46572 4463 77465 118870 6595 85<br />
MARKET VALUE 237669 623624 1020972 1092550 67223 1037<br />
34
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 4 (continued)<br />
Lojas Americanas SA<br />
Common Size Balance Sheets<br />
Assets<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Cash & Equivalents 27% 33% 26% 38% 42% 47%<br />
Net receivables 20% 17% 24% 9% 0% 2%<br />
Finished Goods 22% 18% 16% 19% 21% 12%<br />
Inventories 22% 18% 16% 19% 21% 12%<br />
Prepaid expenses 0% 0% 0% 2% 2% 0%<br />
Total Current Aseets 70% 69% 66% 68% 66% 60%<br />
O<strong>the</strong>r investments 0% 2% 2% 1% 1% 1%<br />
Long term receivables 5% 8% 7% 4% 2% 0%<br />
PPE 55% 46% 50% 52% 57% 66%<br />
Accum Depr 32% 26% 26% 25% 26% 28%<br />
Net PPE 22% 20% 24% 27% 31% 38%<br />
Deferred charges 3% 1% 1% 1% 1% 1%<br />
O<strong>the</strong>r assets 3% 1% 1% 1% 1% 1%<br />
Total Assets 100% 100% 100% 100% 100% 100%<br />
Liabilities<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Accounts payable 20% 24% 23% 26% 29% 25%<br />
St. debt & Current LT debt 10% 16% 19% 12% 8% 12%<br />
Accrued payroll 2% 1% 2% 2% 2% 2%<br />
Dividends payable 0% 0% 1% 2% 3% 1%<br />
Income taxes payable 5% 5% 5% 0% 5% 5%<br />
O<strong>the</strong>r current liabilities 2% 2% 2% 9% 2% 1%<br />
Total Current Liabilities 39% 50% 53% 49% 49% 46%<br />
Long Term debt 21% 13% 1% 1% 2% 2%<br />
Prov risks/charges 1% 0% 0% 0% 0% 0%<br />
Deferred taxes -1% -1% 0% 0% 0% 2%<br />
O<strong>the</strong>r liabilities 0% 1% 3% 0% 0% 1%<br />
Total Liabilities 60% 62% 57% 51% 51% 52%<br />
Minority interest 0% 0% 0% 0% 0% 0%<br />
Common stock/ord cap 37% 31% 34% 37% 34% 31%<br />
O<strong>the</strong>r appropriated res 4% 6% 9% 12% 15% 18%<br />
Treasury stock 0% 0% 0% 0% 0% 0%<br />
Common shldrs equity 40% 38% 43% 49% 49% 49%<br />
Total Liabilities & Equity 100% 100% 100% 100% 100% 100%<br />
35
<strong>Grupo</strong> <strong>Garantia</strong> (A) BAB006<br />
Exhibit 4 (continued)<br />
Lojas Americanas SA<br />
Common Size Income Statements<br />
FY ending 12/31 1997 1996 1995 1994 1993 1992<br />
Net sales or revenue 100% 100% 100% 100% 100% 100%<br />
COGS 75% 77% 78% 76% 75% 78%<br />
Gross income 23% 21% 20% 22% 23% 20%<br />
Depreciation & amort 2% 2% 2% 1% 2% 3%<br />
SG&A 22% 22% 19% 16% 21% 22%<br />
O<strong>the</strong>r operating expenses 0% 0% 0% 2% 2% 0%<br />
Total operating expenses 99% 100% 99% 96% 100% 103%<br />
Operating income 1% 0% 1% 4% 0% -3%<br />
Pretax equity in earnings -1% -1% 0% 0% 0% 0%<br />
O<strong>the</strong>r inc/exp - net 2% 2% 3% 5% 7% 6%<br />
Interest expense 4% 2% 1% 6% 4% 1%<br />
Pretax income -2% -1% 3% 3% 3% 1%<br />
Income taxes 0% 0% 0% 0% -1% 0%<br />
Minority interest 0% 0% 0% 0% 0% 0%<br />
Net income before ex. Items -2% -1% 2% 0% 4% 2%<br />
Net income before pref. Div -2% -1% 2% 0% 4% 2%<br />
Net income -2% -1% 2% 0% 4% 2%<br />
36
<strong>Grupo</strong> <strong>Garantia</strong> (B)<br />
How it All Ended<br />
In 1997, <strong>the</strong> fortunes of <strong>Grupo</strong> <strong>Garantia</strong> came crashing down.<br />
BAB007<br />
05/05/00<br />
Banco de Investimentos <strong>Garantia</strong> suffered trading losses estimated at $95 million to $110<br />
million in October 1997 alone. Some 20% of <strong>the</strong> owners’ equity was reportedly wiped out in a<br />
month 12 .<br />
The Asian economic crisis was seen as <strong>the</strong> immediate cause. After a series of<br />
devaluations struck economies from Thailand to South Korea, Brazil came under irresistible<br />
pressure. The Bovespa, Brazil’s stock market index, lost 32% of its value in a little over two<br />
weeks. See Figure 1 for more than six years of quarterly time series for <strong>the</strong> Bovespa Index.<br />
While Banco <strong>Garantia</strong>’s losses were seen as huge in light of its size, <strong>the</strong>y came against a<br />
backdrop of a far larger crisis in world markets. Even <strong>the</strong> solid pillars of Wall Street were not<br />
immune. In November 1997, Chase Manhattan stunned <strong>the</strong> global banking industry by reporting<br />
losses of $160 million during <strong>the</strong> previous month in emerging markets from Asia to Latin<br />
America. Japan’s finance ministry and central bank appealed for calm as shares in <strong>the</strong> country’s<br />
financial institutions plunged 13 .<br />
Even so, <strong>the</strong> trouble at <strong>Garantia</strong> stood out as both a significant symptom and a source of<br />
<strong>the</strong> instability. “Local analysts fear <strong>the</strong> revelation that Banco <strong>Garantia</strong> -- arguably Brazil’s<br />
leading investment bank -- will this week seek a R$50m ($45m) capital increase, to cover losses<br />
12<br />
Brian Caplen, “Decision Time for Brazil’s Top Bankers, Euromoney, May 10, 1998; William Hall, “CSFB Set to<br />
Lead Sector in Brazil,” Financial Times, June 11, 1998.<br />
13<br />
Financial Times, Nov. 14 and 27, 1997.<br />
Michael S. Lelyveld prepared this case under <strong>the</strong> supervision of Professor Jeffrey Ellis, <strong>Babson</strong> <strong>College</strong>, and with <strong>the</strong><br />
assistance of David Wylie, Director of <strong>Babson</strong> <strong>College</strong> Case Publishing, and Susan Ellis, adjunct research associate, as a<br />
basis for class discussion ra<strong>the</strong>r than to illustrate ei<strong>the</strong>r effective or ineffective handling of an administrative situation.<br />
The authors would like to express thanks to <strong>the</strong> Arthur D. Little School of Management for a paper written for <strong>the</strong>m by<br />
Maria Luisa Rodenbeck MSM’97, upon which major portions of this case are based, to Andres Kriger <strong>Babson</strong> MBA2000<br />
for commenting in detail on drafts, and to Professor U. Srinivasa Rangan, <strong>Babson</strong> <strong>College</strong>, for allowing inclusion of<br />
material from his case “Brazil 1995: Fernando Cardoso and <strong>the</strong> Petrobras Crisis” and to <strong>the</strong> Institute for Latin American<br />
Business Studies at <strong>Babson</strong> <strong>College</strong> for its generous support<br />
Arthur D. Little School of Management<br />
Copyright © by Jeffry Ellis, 1999 and licensed for publication to Harvard Business School Publishing. To order copies or<br />
request permission to reproduce materials, call (800) 545-7685 or write Harvard Business School Publishing, Boston, MA<br />
02163. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in<br />
any form or by any means – electronic, mechanical, photocopying, recording, or o<strong>the</strong>rwise – without <strong>the</strong> permission of<br />
copyright holder or licensee.
<strong>Grupo</strong> <strong>Garantia</strong> (B) – How It All Ended BAB007<br />
incurred over <strong>the</strong> last two weeks, will add to <strong>the</strong><br />
gloom,” said <strong>the</strong> Financial Times in a front page<br />
story 14 .<br />
As Banco <strong>Garantia</strong> turned to its partners for<br />
more cash, rumors of liquidity problems contributed to<br />
<strong>the</strong> loss of confidence in <strong>the</strong> real. The Brazilian<br />
government doubled annual interest rates to 43.4% in<br />
a bid to stave off devaluation. Annual data on <strong>the</strong><br />
value of <strong>the</strong> Brazilian monetary unit versus <strong>the</strong> United<br />
States Dollar as at <strong>the</strong> first day of each year from 1995<br />
through 1999 is provided in Figure 2. The move<br />
raised borrowing costs by some 40% over inflation,<br />
creating immediate hardship for both businesses and<br />
consumers. The government also spent an estimated<br />
$7 billion in one week to defend <strong>the</strong> currency.<br />
Brazil’s battle was taken seriously in <strong>the</strong><br />
United States because it represented a new exposure to<br />
<strong>the</strong> world monetary crisis that came close to home.<br />
The fear was that if Brazil’s overvalued currency<br />
toppled, it would start a series of monetary dominoes<br />
falling in Argentina and Chile. In January 1998,<br />
President Fernando Henrique Cardoso called a special<br />
session of Congress to cut <strong>the</strong> fiscal deficit by<br />
reforming <strong>the</strong> civil service and pension systems. Tax<br />
hikes and spending cuts of $18 billion were planned to<br />
restore confidence and bring some measure of<br />
monetary relief.<br />
The press on <strong>Garantia</strong> turned decidedly sour.<br />
Some publications that sang <strong>the</strong> bank’s praises in its<br />
heyday now seemed equally enthusiastic about writing<br />
its obituary.<br />
“An investment bank’s problems rarely prompt<br />
an outpouring of joy. But since Brazilian leader<br />
<strong>Garantia</strong> ran into troubles, triggered by last year’s<br />
Asian crisis, competitors, ex-employees and even<br />
regulators and journalists have been out celebrating.<br />
They see <strong>Garantia</strong>’s fall as a punishment for past<br />
arrogance and high risk-taking.” 15 The bank’s profits<br />
took a beating, falling to $12 million in 1997 from<br />
$117 million <strong>the</strong> year before.<br />
14 Financial Times, Nov. 10, 1997.<br />
15 Euromoney, May 10, 1998.<br />
2<br />
Figure 1<br />
Bovespa Index, 1992-1999<br />
Period Index Index #<br />
Q4 92 39,642 8<br />
Q1 93 86,073 8<br />
Q2 93 21,847 9<br />
Q3 93 59,179 9<br />
Q4 93 17,665 10<br />
Q1 94 64,202 10<br />
Q2 94 13,456 11<br />
Q3 94 38,746 11<br />
Q4 94 47,587 11<br />
Q1 95 38,093 11<br />
Q2 95 33,306 11<br />
Q3 95 38,294 11<br />
Q4 95 45,850 11<br />
Q1 96 49,090 11<br />
Q2 96 50,756 11<br />
Q3 96 64,116 11<br />
Q4 96 67,981 11<br />
Q1 97 78,162 11<br />
Q2 97 9,422 12<br />
Q3 97 11,181 12<br />
Q4 97 12,487 12<br />
Q1 98 9,752 12<br />
Q2 98 12,108 12<br />
Q3 98 11,057 12<br />
Q4 98 6,593 12<br />
Note: In Brazil, <strong>the</strong> share price index is<br />
calculated quarterly based on <strong>the</strong> price of<br />
<strong>the</strong> most traded 80% of shares in <strong>the</strong><br />
preceding 12 months. To keep up with<br />
inflation, <strong>the</strong> index is rebased periodically.<br />
For example it was rebased twice in 1993<br />
and also once in 1994 and 1997<br />
*
<strong>Grupo</strong> <strong>Garantia</strong> (B) – How It All Ended BAB007<br />
Many of <strong>Garantia</strong>’s virtues were suddenly portrayed as vices. Its vaunted initiative was<br />
seen as arrogance, its creativity was risky, its casual co-mingling of traders and partners was<br />
painted as unwise and intolerable for any potential buyer.<br />
“No global house could take on <strong>Garantia</strong> without bringing its structure more into line<br />
with international norms. At present investment bankers, proprietary traders, sales and research<br />
all sit on <strong>the</strong> same floor -- and until very recently asset managers did too,” Euromoney<br />
complained. The magazine traced <strong>the</strong> bank’s troubles to trading in Brady bonds, one of<br />
<strong>Garantia</strong>’s specialties. It reportedly leveraged itself heavily, expecting <strong>the</strong> market to streng<strong>the</strong>n<br />
before a buyback as part of debt restructuring. When <strong>the</strong> Asian crisis reached Brazil, <strong>the</strong> bonds<br />
fell from 87% of face value to 65% in two weeks. <strong>Garantia</strong>’s total net assets under management<br />
fell to $3 billion at <strong>the</strong> end of 1997 from $6 billion in June. Euromoney even questioned <strong>Grupo</strong><br />
<strong>Garantia</strong>’s diversification, saying it had deliberately used its acquisitions “to make itself<br />
unattractive to acquirers.”<br />
In more measured tones, The Economist referred to <strong>Garantia</strong> as “Brazil’s classiest bank,”<br />
but it also found fault. “The bank had a large and highly-geared exposure, on behalf of clients<br />
and on its own account, to Brazilian shares and bonds.” 16 The bank now came to a crossroads. It<br />
would ei<strong>the</strong>r change or be bought out, or both. There would not be long to wait.<br />
Figure 2<br />
Foreign Exchange<br />
Rates<br />
Brazil Monetary Unit<br />
/United States Dollar<br />
Date Rate<br />
1995 0.844<br />
1996 0.9723<br />
1997 1.0394<br />
1998 1.1164<br />
1999 1.2074<br />
(on <strong>the</strong> first day of <strong>the</strong> year)<br />
On June 10, 1998, Credit Suisse First Boston<br />
announced it would buy Banco <strong>Garantia</strong> S.A. in a cashand-stock<br />
deal, variously valued at $675 million and<br />
$1.13 billion. The higher figure included $200 million in<br />
cash, $200 million in shares up front, $275 million in<br />
shares over <strong>the</strong> next three years and $450 million set aside<br />
in retention for <strong>Garantia</strong> staff based on profit performance<br />
until 2001 17 . Assets were $5 billion at <strong>the</strong> time of <strong>the</strong><br />
sale, while <strong>the</strong> purchase price was equal to 1.68 times<br />
book value of $400 million 18 . Jorge Paulo Lemann was to<br />
step down as chairman but would be retained as a senior<br />
adviser. CEO Claudio Haddad left to pursue o<strong>the</strong>r<br />
interests, while <strong>the</strong> rest of <strong>the</strong> management would remain<br />
in place 19 . Goldman Sachs and Morgan Stanley Dean<br />
Witter also reportedly made bids.<br />
GP Investimentos’ holdings in Cervejaria Brahma, Brazil’s largest brewery, and Lojas<br />
Americanas (LASA), <strong>the</strong> discount retail chain, were not immediately affected, although LASA’s<br />
earnings clearly suffered as a result of <strong>the</strong> economic crisis. Although speculation rose over<br />
Brahma, its ownership proved to be only indirectly linked to <strong>Garantia</strong>. The group’s senior<br />
partners owned GP Investimentos, a holding company which in turn owned 60% of Brahma’s<br />
voting shares. Brahma’s 1998 earnings fell to 329.1 million Reals from 456.3 million <strong>the</strong> year<br />
before, but consolidated revenue rose to 7 billion Reals from 5.8 billion in 1997.<br />
16 Economist, March 7, 1998.<br />
17 Financial Times, June 11, 1998.<br />
18 The New York Times, The Wall Street Journal<br />
19 Investment Dealers’ Digest, June 15.<br />
3
<strong>Grupo</strong> <strong>Garantia</strong> (B) – How It All Ended BAB007<br />
LASA faced a more difficult struggle. In December 1997, <strong>the</strong> company sold its 40%<br />
interest in Wal-Mart Brasil to Wal- Mart for 40.5 million Reals. LASA reportedly invested $100<br />
million in <strong>the</strong> joint venture and lost $30 million in three years 20 . LASA scrambled to raise funds<br />
after losing $33.4 million on sales of $1.6 billion in 1997. In April 1998, it moved to sell $25<br />
million of real estate and divested its interest in a shopping center venture. It also disclosed that it<br />
had lost money in leveraged funds managed by Banco <strong>Garantia</strong> 21 . In <strong>the</strong> third quarter, LASA<br />
earned 218.2 million Reals after <strong>the</strong> sale of 23 supermarkets to Comptoir Modernes for 237.4<br />
million Reals 22 . The company focused on its core business, keeping 86 stores and interests in<br />
three Sao Paulo shopping centers, down from 110 stores a year earlier.<br />
Meanwhile, Brazil’s cyclical economic troubles had returned. After fighting off <strong>the</strong> first<br />
and worst effects of <strong>the</strong> Asian crisis after October 1997, Brazil came under a second wave of<br />
pressure when <strong>the</strong> Russian ruble collapsed on Aug. 17, 1998. Within five weeks, stocks fell<br />
nearly 40%. The government cut spending again and raised interest rates to nearly 50%, pumping<br />
ano<strong>the</strong>r $20 billion of precious reserves into <strong>the</strong> market to support <strong>the</strong> pegged value of <strong>the</strong><br />
Real 23 .<br />
The months that followed were filled with political efforts to convince <strong>the</strong> United States<br />
that it must back Brazil through an International Monetary Fund rescue package, similar to one<br />
previously organized for Mexico. Again, <strong>the</strong>re were rumors and denials that <strong>the</strong> Real was grossly<br />
overvalued. But <strong>the</strong> domino argument prevailed. By November 1998, <strong>the</strong> IMF had assembled a<br />
$41.5 billion package with a first disbursement of $9 billion. The aid represented a new approach<br />
by U.S. Treasury Secretary Robert Rubin and <strong>the</strong> IMF, which had come under fire for <strong>the</strong>ir<br />
prescription of raising interest rates to counter speculative attacks on currencies. From now on,<br />
<strong>the</strong>y would stick with <strong>the</strong> interest rate solution but would also try to make funds available<br />
quickly to defend worthy currencies before a collapse. The deal IMF approved on December 2<br />
did not hold off <strong>the</strong> attackers for long.<br />
With <strong>the</strong> start of <strong>the</strong> new year in 1999, newly-elected governors from seven Brazilian<br />
states found that <strong>the</strong>ir obligations under <strong>the</strong> IMF austerity plan left <strong>the</strong>m unable to pay debts and<br />
public employees. Former President Itamar Franco, a Cardoso rival, now governor of Minas<br />
Gerais State, one of <strong>the</strong> richest in <strong>the</strong> country, refused to go along and stopped debt payments to<br />
<strong>the</strong> central government. Within days, <strong>the</strong> Real came under renewed assault, forcing <strong>the</strong><br />
government to spend $1 billion a day from its $45 billion in reserves to prop it up. On Jan. 13,<br />
1999, <strong>the</strong> Central Bank President resigned and <strong>the</strong> Real was effectively devalued by nearly 9%<br />
through an expansion of its exchange rate band. The stock market dropped 10% that morning,<br />
halting trading in shares 24 . For <strong>the</strong> first time since <strong>the</strong> start of <strong>the</strong> Asia crisis, Washington had<br />
signaled that <strong>the</strong> defense of a currency should be abandoned. On Jan. 15, <strong>the</strong> Real was allowed to<br />
float on world currency markets.<br />
Surprisingly, <strong>the</strong> initial market reaction was relief. The Real briefly bounced back from<br />
its lows and <strong>the</strong> Brazilian stock market rose on news that <strong>the</strong> fall had been limited. But as<br />
20 The Wall Street Journal, Jan. 14, 1998<br />
21 Dow Jones News Service, April 3, 1998.<br />
22 Gazeta Mercantil, Nov. 16, 1998.<br />
23 Financial Times, Sept. 25, 1998.<br />
24 Reuters, Jan. 13, 1999<br />
4
<strong>Grupo</strong> <strong>Garantia</strong> (B) – How It All Ended BAB007<br />
worries about debt and deficits continued, <strong>the</strong> Real quickly fell into steep decline. By Feb. 23, it<br />
had dropped some 40% below its pre-devaluation level 25 .<br />
By June, <strong>the</strong> market had experienced yet ano<strong>the</strong>r period of recovery followed by relapse<br />
as concerns in Argentina caused Brazil’s share prices to drop nearly 5% in one week in late May.<br />
But within days, Moody’s Investors Service signaled an apparent end to <strong>the</strong> 1999 crisis by<br />
upgrading its outlook on Brazil’s local currency bond rating from stable to positive. The rating<br />
agency noted that Brazil’s Congress had passed key legislation in <strong>the</strong> wake of <strong>the</strong> January<br />
devaluation. Stability in inflation and <strong>the</strong> exchange rate had followed, Moody’s said 26 . There<br />
seemed to be no end to <strong>the</strong> cycle of sudden shocks and buying opportunities that have<br />
characterized <strong>the</strong> country’s market history.<br />
As soon as <strong>the</strong> currency was devalued, analysts were predicting a return to higher<br />
inflation in 1999 of about 25%. As <strong>the</strong> year went by, <strong>the</strong>se predictions were proved wrong with<br />
inflation in Brazil ending <strong>the</strong> year at a rate of about 10% per year.<br />
25 The Economist, Feb 27, 1999.<br />
26 Financial Times, June 4, 1999<br />
5
<strong>Grupo</strong> <strong>Garantia</strong> (C)<br />
GP Investimentos<br />
BAB008<br />
05/05/00<br />
Jorge Paulo Lemann, or Midas King as some have been known to call him from his<br />
native Brazil, was not a person to throw in <strong>the</strong> towel. Banco de Investimentos <strong>Garantia</strong> S.A, <strong>the</strong><br />
investment bank that he founded and grew to be one of <strong>the</strong> largest in <strong>the</strong> world, fell into hard<br />
times with <strong>the</strong> restructuring of <strong>the</strong> economy of Brazil. With his investment bank bought by<br />
Credit Suisse in 1997, Jorge Paulo Lemann turned more of his attention to GP Investimentos, <strong>the</strong><br />
investment company founded by Lemann and some of his most talented and trusted partners.<br />
This case study reports briefly on <strong>the</strong> progress of GP Investimentos’ controlling shareholder<br />
interests in Cia. Cervejaria Brahma, Brazil’s largest brewery, Lojas Americanas, a major<br />
hypermarket chain in Brazil, and describes <strong>the</strong> partners’ more recent investments in businesses<br />
engaging in electronic business in Brazil. At <strong>the</strong> end of 1999, GP Investimentos had total<br />
commitments of US$1.3 billion, of which approximately US$1.1 billion had already been<br />
invested. Some US$80 million had been invested in internet based businesses in roughly a<br />
twelve month period.<br />
Brahma<br />
On July 1 st 1999, Marcel Telles, Brahma’s CEO announced that and <strong>the</strong> company and its<br />
long-time rival Antarctica were to join forces in a new company – AMBEV – American<br />
Beverage Company. The new company was to have sales of $8.5 billion and annual cash flow of<br />
$730 million. 27 The combined company was to rank as <strong>the</strong> third largest beer company in <strong>the</strong><br />
world. The new company also signed a distribution deal with Pepsico.<br />
27<br />
Ambev’s <strong>Web</strong> site: www.ambev.com.br<br />
Michael S. Lelyveld prepared this case under <strong>the</strong> supervision of Professor Jeffrey Ellis, <strong>Babson</strong> <strong>College</strong>, and with <strong>the</strong><br />
assistance of David Wylie, Director of <strong>Babson</strong> <strong>College</strong> Case Publishing, and Susan Ellis, adjunct research associate, as a<br />
basis for class discussion ra<strong>the</strong>r than to illustrate ei<strong>the</strong>r effective or ineffective handling of an administrative situation.<br />
The authors would like to express thanks to <strong>the</strong> Arthur D. Little School of Management for a paper written for <strong>the</strong>m by<br />
Maria Luisa Rodenbeck MSM’97, upon which major portions of this case are based, to Andres Kriger <strong>Babson</strong> MBA2000<br />
for commenting in detail on drafts, and to Professor U. Srinivasa Rangan, <strong>Babson</strong> <strong>College</strong>, for allowing inclusion of<br />
material from his case “Brazil 1995: Fernando Cardoso and <strong>the</strong> Petrobras Crisis” and to <strong>the</strong> Institute for Latin American<br />
Business Studies at <strong>Babson</strong> <strong>College</strong> for its generous support<br />
Arthur D. Little School of Management<br />
Copyright © by Jeffry Ellis, 1999 and licensed for publication to Harvard Business School Publishing. To order copies or<br />
request permission to reproduce materials, call (800) 545-7685 or write Harvard Business School Publishing, Boston, MA<br />
02163. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in<br />
any form or by any means – electronic, mechanical, photocopying, recording, or o<strong>the</strong>rwise – without <strong>the</strong> permission of<br />
copyright holder or licensee.
<strong>Grupo</strong> <strong>Garantia</strong> (C) – GP Investimentos BAB008<br />
Lojas Americanos<br />
In 1999, Lojas Americanos (LASA) was still struggling to recover from its past financial<br />
problems. In <strong>the</strong> beginning of 1998, GP Investimentos hired a turnaround consultant, Claudio<br />
Galeazzi, to put <strong>the</strong> company back on its feet financially. Galeazzi had a reputation for helping<br />
companies in trouble. Galeazzi was <strong>the</strong> third CEO of LASA in less <strong>the</strong>n 3 years. His mission is<br />
to do what <strong>the</strong> o<strong>the</strong>r executives could not, bring <strong>the</strong> company back to profitability. Mr. Galeazzi<br />
was concentrating his efforts on cutting operational costs.<br />
Also, LASA was developing an e-commerce strategy. www.americanas.com.br planned<br />
to make 5,000 products available to consumers. The virtual store was also to have non-traditional<br />
products that took too much space to be economic in a physical store such as gymnasium<br />
equipment. The company had set up an exclusive distribution center in Alphaville, near Sao<br />
Paulo. Also, a system was developed exclusively for this venture, integrating <strong>the</strong> back-end<br />
warehouse with <strong>the</strong> front-end system. The creation of <strong>the</strong> website involved 35 dedicated<br />
personnel. Company personnel announced a focus on developing content geared towards<br />
teenagers and women. In <strong>the</strong> words of a manager: “We don’t want to be a portal, we want to be<br />
an arrival site.” 28<br />
GP Investimentos’ Internet Interests<br />
Meanwhile, GP was refocusing its investments towards <strong>the</strong> Internet, mainly in electronic<br />
commerce. At <strong>the</strong> beginning of 1999, GP Investimentos partners had <strong>the</strong> opportunity of<br />
investing in Patagon.com. This was an Internet based business started by young Argentinians<br />
that used <strong>the</strong> Spanish language. The founders of Patagon.com offered GP Investimentos a<br />
significant proportion of <strong>the</strong> equity in this Internet business for US$5 million. The partners of GP<br />
Investimentos declined this request. Within a year, Patagon.com was sold to Banco Santander of<br />
Spain for a total of about US$700 million. Although GP Investimentos partners missed <strong>the</strong> first<br />
opportunity to invest in this company one year before <strong>the</strong> acquisition by Banco Santander, <strong>the</strong>y<br />
were able later to make a small investment in Patagon.com and made a 350% return in four<br />
months. Naturally, <strong>the</strong> partners of GP Investimentos were alerted immediately to <strong>the</strong> potential of<br />
investing in companies like Patagon.com. The company had acquired shares in many companies<br />
in 1999 and <strong>the</strong> beginning of 2000 29 :<br />
Immediately, a dedicated team was formed for investing in Internet related companies. Marcelo<br />
Ballon, ex-Vice President at Yahoo! Brasil, joined GP Investimentos to search for o<strong>the</strong>r<br />
opportunities in this area. Within a year, eighty million dollars had already been invested in a<br />
portfolio of Internet start-ups. As Jorge Paulo Lemann noted in his presentation to graduate<br />
students at <strong>Babson</strong> <strong>College</strong> on April 19 th , 2000:<br />
The approach was to scramble very fast and do a lot of things. We just hoped that<br />
it would somehow workout. If only one venture succeeded, we would recoup our<br />
US$80 million. If two ventures got through to a successful IPO our return would<br />
be one hundred percent. If we were to be successful with three, <strong>the</strong>n a two<br />
hundred percent return was imaginable.<br />
28 INFO Exame, December 1999.<br />
29 INFO Exame. January, 2000<br />
2
<strong>Grupo</strong> <strong>Garantia</strong> (C) – GP Investimentos BAB008<br />
The portfolio was diverse to include <strong>the</strong> following ventures, among o<strong>the</strong>rs:<br />
• Submarino: This was a business to consumer site for Latin America present in Brazil,<br />
Spain, Mexico, and Argentina. “For this venture, we bought a small company in July<br />
1999 called Booknet, <strong>the</strong> biggest bookselling site in Brazil and set up someone to<br />
manage it. We rebranded <strong>the</strong> site as Submarino and added toys, CDs and gifts, for a<br />
total investment of US$12 million. We expect to take Submarino to an IPO in <strong>the</strong><br />
middle of 2000” commented Lehman.<br />
• IG: Internet Gratis: This was a free Internet service provider and portal for Portuguese<br />
speaking countries. Within a month this grew to be <strong>the</strong> second largest internet service<br />
provider in Brazil. “We thought we’d get 750,000 subscribers within a year, but we<br />
had over 1.5 million in 75 days.” Commented Lemann. The revenue model was<br />
advertising and e-commerce. The IPO was expected before <strong>the</strong> end of 2000. This<br />
venture was a partnership with Opportunity Bank (ano<strong>the</strong>r major “<strong>Grupo</strong>” in Brazil)<br />
and Aleksander Mandic, <strong>the</strong> founder of an internet service provider that was bought<br />
and sold by GP Investimentos in 1996 / 1997 and sold to ElSitio.com 30 of Argentina.<br />
• Lokau.com: This was a customer to customer online auction site. Revenues came<br />
from customers posting <strong>the</strong>ir items for a fee and also a fee for a successful<br />
transaction. The GP Investimentos investment in Lokau.com was US$ 11 million.<br />
• <strong>Web</strong>motors: This was an automobile dealer portal with revenue that came from<br />
posting fees, advertising, and e-commerce. The possibility was being explored of<br />
packaging this portal with o<strong>the</strong>rs in Mexico and Argentina. This investment was for<br />
US$14 million.<br />
• Mercado Eletronico: This was a business to business horizontal marketplace. The<br />
business was already matching buyers to sellers in physical world. “We went to <strong>the</strong>m<br />
and helped <strong>the</strong>m to transform <strong>the</strong>ir business base to e-commerce” said Lemann.<br />
• Shoptime: This was a business to consumer e-business venture also involving home<br />
shopping TV and catalog sales. “We expected to sell this to Globo,” commented<br />
Lemann. GP Investimentos held 28% of <strong>the</strong> shares in this company.<br />
• Viajo.com: This was <strong>the</strong> leading travel portal in Portuguese and Spanish speaking<br />
countries.<br />
• Elefante: This was online reminding and calendaring services. The company’s<br />
partners invested in 10% of <strong>the</strong> shares of this company.<br />
• Ibest: This business rated Brazilian web sites. GP Investimentos held 15% of this<br />
company.<br />
Except for Submarino and IG, all <strong>the</strong> businesses listed above were started before GP<br />
Investimentos invested in <strong>the</strong>m.<br />
By <strong>the</strong>ir own admission, partners at GP Investimentos were candid about <strong>the</strong>ir limited<br />
understanding of <strong>the</strong> potential of Internet ventures. As Lemann remarked:<br />
30 IDGNow.com.br<br />
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<strong>Grupo</strong> <strong>Garantia</strong> (C) – GP Investimentos BAB008<br />
“We were sometimes not sure whe<strong>the</strong>r we were in <strong>the</strong> brewing or finance<br />
business, but we all were certain that we were in <strong>the</strong> people business. For many<br />
years, we evaluated 10 to 15 business ideas every week. We were able to back<br />
good ideas with capable entrepreneurs. We seemed to know winning<br />
management teams when we met <strong>the</strong>m.”<br />
It was this ability to evaluate people and soundness of business ideas that gave <strong>the</strong><br />
partners at GP Investimentos <strong>the</strong> confidence to invest in <strong>the</strong> unfamiliar world of internet<br />
business.<br />
Of <strong>the</strong> progress of <strong>the</strong> internet based funds, Lemann commented:<br />
We began to move more slowly and entered a more thoughtful period. We felt it<br />
was important to buy in during 1999, but as we entered <strong>the</strong> second quarter of<br />
2000, we were wondering how we might package companies toge<strong>the</strong>r in some<br />
way. Perhaps we could have taken IPOs to <strong>the</strong> market as a collection of<br />
companies. One huge potential we thought we had was linking <strong>the</strong> IG site to<br />
Telemar, our telephone company. For example, this might have allowed <strong>the</strong> sale<br />
of internet services with telephone services and taking IG to cellular telephones<br />
for e-commerce.<br />
If we had lost all of <strong>the</strong> money we invested in <strong>the</strong> internet business, we would still<br />
have survived. Our biggest investment was still in brewing and we expected to<br />
get 15 percent economic value added per year for that business. We planned to<br />
take Brahma worldwide, already Brahma was <strong>the</strong> third largest brewery in <strong>the</strong><br />
world.<br />
Business was like tennis. You don’t win all <strong>the</strong> points and all <strong>the</strong> sets, but if you<br />
keep pushing and focusing you can win overall.<br />
Once again <strong>the</strong> skies over Mr. Jorge Paulo Lehmann and his partners at GP Investimentos<br />
started to clear, as <strong>the</strong> group was beginning to plan Initial Public Offerings of its Internet<br />
investments. Mr. Lemman had managed to turn <strong>the</strong> tide once more against his main detractors.<br />
Just one year before, <strong>the</strong> comment was that he had lost his “Midas touch” (based on <strong>the</strong> legend of<br />
King Midas that whatever he touched would turn into Gold). Now most people thought that Mr.<br />
Lemann was about to have <strong>the</strong> last laugh after all . . .<br />
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