UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2020

 

Commission File Number: 001-39169

 

Natura &Co Holding S.A.

(Exact name of registrant as specified in its charter)

 

Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A

Parque Anhanguera

São Paulo, São Paulo 05106-000, Brazil

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No

X

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No

X

 

 

 

 

 

 

 

NATURA &CO HOLDING S.A.

 

TABLE OF CONTENTS

 

ITEM  
1. Earnings conference call presentation filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on May 8, 2020.
   
2. Investor day presentation, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on May 12, 2020, regarding a private capital increase and update of guidance.

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

NATURA &CO HOLDING S.A.

   
   
   
  By:

/s/ José Antonio de Almeida Filippo 

  Name: José Antonio de Almeida Filippo
  Title: Principal Financial Officer
   
   
  By:

/s/ Itamar Gaino Filho 

  Name: Itamar Gaino Filho
  Title: Chief Legal and Compliance Officer

Date: May 14, 2020

 

 

 

 

 

Item 1

 

Earnings conference call presentation filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on May 8, 2020.

 

 

 

 

 

 

First - quarter 2020 results May 8, 2020

 

 

The words "anticipates," "wishes,“ "expects," "estimates," "intends," "forecasts," "plans," "predicts," "projects," "targets" and similar words are intended to identify these statements, which necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include, but are not limited to, the impact of competitive products and pricing, market acceptance of ​ products, product transitions by the Company and its competitors, ​ regulatory approval, currency fluctuations, production and ​ supply difficulties, changes in product sales mix, and other risks. ​ This presentation also may include pro - forma and adjusted information prepared by the Company for information and reference purposes only, which has not been audited. Forward - looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments. https:// natu.infoinvest.com.br / en This presentation may contain forward - looking statements. Such statements ​ are not statements ​ of historical fact, ​ and reflect the beliefs and expectations ​ of Natura &Co's management.

 

 

3 Natura &Co becomes the Leader in CFT in Latin America 1 with the addition of Avon Adapting to the Covid - 19 crisis in line with our purpose - driven approach Consolidated net revenue growth: R$7.5 billion in Q1, up 1.9%, or - 6.2% at constant currency (“CC”), driven by Natura and Aesop ​ Strong acceleration in digital social selling and e - commerce since lockdown restrictions Adjusted EBITDA 2 reached R$571.5 million, with adjusted margin of 7.6% Annual recurring target synergies from Avon integration raised by US$100 million to between US$300 million and US$400 million One - time costs to achieve of $190 million Enhanced capital structure , strong cash position and increased liquidity Further deleveraging at Natura Cosméticos 1 Source : Euromonitor . 2 Excluding effects that are not considered recurring nor comparable between the periods under analysis Q1 - 20 Revenue growth even with Covid - 19, strong digital ramp - up ​ ​ Avon integration acceleration, synergies raised ​ by US$100 million ​ Strengthened balance sheet with fresh capital increase led by Natura controlling shareholders

 

 

Consolidated Financial Performance

 

 

Adjusted figures exclude the following non - operational effects Avon acquisition costs : Non - recurring costs associated with Avon acquisition, mainly related to professional fees and planning costs 1 Transformation costs at : • Natura &Co Latam in Q1 - 20 and Q1 - 19 ​ • Avon’s Open Up costs at Avon International in Q1 - 20 and Q1 - 19 ​ • The Body Shop in Q1 - 19 Purchase Price Allocation ( PPA) : Effects of the fair market value assessment as a result of the business combination with Avon, which impacted P&Ls of Natura &Co Latam and Avon International ICMS provision reversal: Reversal of an ICMS provision at Natura Brazil in Q1 - 19, resulting from a revised estimate of the outcome of a legal action Assets sales at Avon International: Refer to a gain on the sale of a manufacturing facility in China in 2019 4 2 5 3

 

 

Revenue growth even with Covid - 19; strong digital ramp up Natura &Co Latam Q1: +2.4% in BRL - 1.3% at CC Avon International Q1: - 2.4% in BRL - 15.0% at CC The Body Shop Q1: +2.6% in BRL - 10.5% at CC Aesop Q1: +26.6% in BRL +10.5% at CC Strong acceleration in digital social selling in recent weeks (vs. same period last year) Avon: Sales via Representatives sharing the e - brochure grew 85% and up 5 x in the UK Natura + Avon combined, globally: E - brochure has reached 2.1 million weekly unique visitors, an all - time high Natura: Over 90% of consultants can share content such as offers, product news and e - brochures ​ Sharing of content +64%, the number of orders doubled in the 700,000+ online Consultant stores ​ Doubling of attendance at digital training E - commerce sales growth Group : circa 250 % Natura + Avon combined (global): 150% The Body Shop: C irca 300% Aesop: over 500% 4,063 4,162 2,173 2,122 870 893 269 341 7,375 7,518 Q1-19 Q1-20 Q1 - 20 Net Revenue - 6.2% at CC ( constant currency ) + 1 . 9 % (R$ million)

 

 

593.5 722.6 571.5 145.3 202.5 (34.5) (38.8) 27.3 (166.6) (37.4) 17.1 8.5 (25.1) (298.3) (102.9) Q1-19 EBITDA Transf. costs ICMS provision reversal Asset sales at Avon International Q1-19 EBITDA (adjusted) Natura &Co Latam EBITDA Avon International EBITDA The Body Shop EBITDA Aesop EBITDA Corporate expenses Q1-20 EBITDA (adjusted) Avon Transf. costs Avon-related acquis. costs PPA impacts Q1-20 EBITDA Adjusted 1 EBITDA reflects Covid - 19 effects in the quarter Q1 - 20 consolidated adjusted EBITDA Q1 - 20 Q1 - 20 Adjusted EBITDA margin of 7.6% ( - 220 bps) (R$ million) 1 Adjusted: Excludes non - recurring Avon - acquisition related expenses, purchase price allocation effects and transformation costs - 20 . 9 %

 

 

Underlying Net Income impacted by Avon acquisition - related effects Underlying Net Income (UNI) , which excludes non - recurring and/or non - cash effects, was (R$284.8) million in Q1, before Avon - acquisition related effects of R$ 536.0 million, comprised of: i ) R$298.3 million in acquisition expenses; ii) R$171.6 million from non - cash PPA impacts; iii) R$41.0 million in IOF taxes on shares issued for the all - stock acquisition; iv) transformation costs of R$25.1 mil lion. Reported net loss of R$820.8 million , impacted by a higher effective income tax rate due to non - deductible acquisition - related expenses and PPA effects at The Body Shop, related to deferred tax liabilities in the UK (reversal of nominal income tax rate from 17% to 19% ). (R$ million) (82.0) (118.4) 7.2 (284.8) (820.8) (22.0) (17.9) (51.7) (510.9) (25.1) Q1-19 Net income EBITDA Depreciation Financial results Non-controlling Interest Income Tax Q1-20 Underlying Net Income Avon acquisition related effects Transformation costs Net income Q1 - 20 Underlying Net Income - UNI (R$ million)

 

 

Strong cash position, strengthened capital structure and enhanced liquidity 1 On a pro - forma. estimated non - audited basis Strong cash position • Strong cash position of R$4.6 billion at quarter - end Free cash flow • Cash outflow of R$1.7 billion vs. outflow of R$765.0 million 1 in Q1 - 19 • Consistent with seasonality and impacted by: • Non - recurring acquisition costs of R$501.0 million • Covid - 19 effects • FX effects in working capital • E xtended payment terms for Consultants and Reps Capital structure Capital raising of R$1 billion to R$2 billion in the form of a private placement, led by controlling shareholders, including other investors and minority shareholders. T o be completed in Q2 - 20 Enhanced liquidity Financing of R$750.0 million raised on May 4, 2020 • No impact on net debt • 1 - year term 1 2 3 4

 

 

Continued deleveraging at Natura Cosméticos 1 Excludes IFRS 16 impacts both in EBITDA and in total debt (leases) as per current covenant calculations Net debt - to - EBITDA 1 ratio (Natura Cosméticos) Net debt and net debt - to - EBITDA 1 ratio R$ million 3.32x 2.95x 2.70x Q1-18 Q1-19 Q1-20 5,064.6 12,368.0 2.70x 4.91x Natura Cosméticos S.A Natura &Co Holding S.A. (Consolidated) Adjusted net debt - to - EBITDA at Natura &Co Holding of 3.84x, excluding non - recurring transaction costs and PPA impact on EBITDA Indebtedness ratio at the Holding Company level will not be considered for financial covenant purposes in June 2020 Net debt - to - EBITDA of 2.70x in Q1 - 20

 

 

45% 21% 22% 6% 3% 3% Q1 - 20 Consolidated indebtedness Debt profile 52% 45% 3% More than R$4.5 billion in cash Maturities of R$ 1.5 billion this year Main maturities in 2022 and 2023 No further maturities between 2024 and 2043 Avon bonds Natura bond swapped to BRL Debentures Promissory notes Working capital Other BRL USD Other Debt amortization schedule R$ million 4,566.3 1,478.7 2,742.9 5,263.9 4,689.5 1,572.1 1,187.2 Cash and short-term deposits 2020 2021 2022 2023 2024 2043 Average maturity: 3.9 years ​

 

 

Natura &Co Latam Performance

 

 

Growth in net revenue at Natura & Co Latam Net revenue #1 player in CFT in Latin America : 11.8% market share in 2019¹ Number 1 position in key markets such as Brazil, Argentina and Colombia ¹ New reporting segment comprising all four brands in the region R$ million 4,063.3 4,162.3 Q1-19 Q1-20 + 2 . 4 % - 1.3% at CC - 10.0% +0.4% Total Average # Consultants / Representatives (% change) 1 S ource : Euromonitor Total units sold (% change) Net revenue growth by brand BRL CC Natura +14.9% +12.4% Avon - 7.1% - 11.9% Other - 3.5% -

 

 

Natura brand posted very strong growth in both Brazil and Hispanic Latam Natura Brand in Brazil 14 th consecutive quarter of Consultant productivity growth (+7.6%) Launch of digital interactive brochure that can be shared over instant messaging and social media 95+% of our consultants use our digital platforms (app + web) 700,000 online consultants stores (+40% vs. Q1 - 19) Strong performance of 58 own - stores until lockdown in mid - March Double - digit LFL growth at 400+ franchise stores Aqui Tem Natura Double - digit growth in fragrances and body care Strong sales growth in Argentina, above inflation Mexico and Chile also grew strongly 2nd half of March impacted by harsher Covid - 19 lockdowns in Argentina, Peru and Colombia Natura Brand in Hispanic Latam Net revenue (R$ million ) Net revenue growth 1,188.6 1,305.3 Q1-19 Q1-20 + 9 . 8 % +0.1% Units sold +9.7% Price/Mix +1.6% Average # of consultants + 9 . 8 % 565.4 711.3 Q1-19 Q1-20 Net revenue (R$ million ) Net revenue growth (CC) + 25 . 8 % +18.2 % Units +1.5 % Price/Mix (CC) +12.1 % Average # of consultants + 19 . 7 % Constant currency

 

 

1,403.1 1,277.9 Q1-19 Q1-20 884.5 846.8 Q1-19 Q1-20 Avon brand impacted by Covid - 19; Strong acceleration in digital Avon Brazil Sales via digital brochure have grown five - fold since January 1 st E - commerce +85% at Avon Brazil and Hispanic Latam Sequential improvement in performance: Brazil sales drop was half that of Q4 - 19 Important launches in skin care, significantly outperforming estimates Strict lockdowns in Central America, Argentina, Peru, Colombia and Ecuador in second half of March Important launches in fragrances, outperforming expectations Avon Hispanic Latam Net revenue (R$ million ) Net revenue growth - 4 . 3 % - 13.2 % Units sold +9.8 % Price/Mix - 3.7 % Average # of consultants - 4 . 3 % Net revenue (R$ million ) Net revenue growth (CC) - 8 . 9 % - 18.3 % Units - 0.4 % Price/Mix (CC) - 13.6 % Average # of consultants - 16 . 8 % Constant currency

 

 

260.2 287.5 Q1-19 Q1-20 Double digit growth in adjusted EBITDA and margin gain at Natura & Co Latam Adjusted EBITDA grew by 50 bps Driven by higher sales and operational leverage at both Natura Brazil and Hispanic Latam Selling, marketing & logistics expenses reached 43.8% of net revenue (+300 bps), partly offset by lower G&A expenses, which stood at 13.7% of net revenue ( - 80 bps) R$ million + 10 . 5 % 6.9% 6.4%

 

 

Avon International Performance

 

 

Acceleration in adoption of digital assets by representatives Net revenue Revenue impacted by Covid - 19 effects, partially offset by positive price/mix Stabilization in the Representative count compared to Q4 - 19 Adoption of digital assets by representatives of over 37% in recent weeks (low single digit in 2019) +85% Sales via representatives sharing e - brochures globally in recent weeks, and in the UK it was up five - fold versus last year 12.4% 4.8% - 15.0% at CC Net revenue growth (CC) - 17.4 % Units sold +2.6% Price/Mix (CC) - 6.3 % Average # of consultants - 15 . 0 % Constant currency 2,172.7 2,121.5 Q1-19 Q1-20 - 2 . 4 % R$ million

 

 

Adjusted EBITDA reflecting impact of Covid - 19 Adjusted EBITDA largely impacted by: Revenue decline Gross margin - 130 bps on higher supply chain and inventory obsolescence in non - beauty items, partially offset by +2.6% price/mix Selling, marketing & logistics expenses reached 42.6% of net revenue (+530 bps); G&A expenses reached 15.3% of net revenue (+310 bps) in the quarter, partly offset by spending cuts to mitigate Covid - 19 impacts 269.5 102.9 Q1-19 Q1-20 12.4% 4.8% R$ million

 

 

Toronto, Canada The Body Shop’s Performance

 

 

870.9 893.2 Q1-19 Q1-20 Net revenue growth in BRL, with strong acceleration in e - commerce sales The Body Shop - net revenue Positive LFL sales growth in Retail in January E - commerce grew 300% since lockdown and into first weeks of April, recovering 40% of lost retail sales since February The Body Shop At - Home (direct sales): +61.0% Two new concept stores in Toronto and Hong Kong Essential items are 35% of sales R$ million + 2 . 6 % - 10.5% at CC

 

 

170.9 133.6 Q1-19 Q1-20 15.0% 19.6% Adjusted EBITDA impacted by lockdown measures Q1 Adjusted EBITDA margin of 15.0% ( - 460 bps), due to: • Revenue reduction from store closures • Lockdown measures • Phasing of cost measures taken in Q1 that will benefit coming quarters SG&A expenses decreased by 2.5% at constant currency 1 Adjusted: Excludes transformation costs in Q1 - 19 R$ million

 

 

Aesop’s Performance

 

 

Double - digit increase in revenue and EBITDA 1 Adjusted: Excludes IFRS 16 impacts Aesop – net revenue Aesop – EBITDA R$ million Strong EBITDA growth, supported by sales growth and cost reduction initiatives +26.6% growth in BRL and +10.5% in CC, despite physical store closures (~90% of markets) Retail revenue grew in the quarter E - commerce +500% in recent weeks ( yoy ), recovering 50% of lost retail sales Americas, Asia and Europe posted double - digit sales growth, offsetting sales decline in Australia and New Zealand +10.5% at constant FX 269.2 340.9 Q1-19 Q1-20 + 26 . 6 % 60.7 77.8 Q1-19 Q1-20 22.5% 22.8 % + 28 . 1 %

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Closing remarks

 

 

Key takeaways Natura &Co’s multi - channel model has demonstrated its resilience amid the Covid - 19 crisis with strong growth in digital social selling and e - commerce With the addition of Avon, Natura &Co becomes the CFT leader in Latin America. Avon synergies raised by US$100 million, to between US$300 million and US$400 million Strengthened financial structure to capture future growth opportunities New Group guidance in due course Creating the best global beauty group in the world

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Appendix

 

 

Strong cash position, strengthened capital structure and enhanced liquidity Strengthened Capital Structure • Strong cash position of R$4.6 billion • Capital raising of R$1 billion to R$2 billion in the form of a private placement, led by controlling shareholders, including other investors and minority shareholders. T o be complete in Q2 - 20 ̶ Record date for subscription rights is May 12. The preemptive rights exercise term: May 13 to June 12. • The Group raised R$750.0 million financing on May 4, 2020, for up to one year, to strengthen the liquidity of the companies, with no impact on net debt. Further Deleveraging at Natura Cosmeticos • Net debt - to - EBITDA ratio reduced to 2.70x in Q1 - 20, from 2.95x in Q1 - 19 at Natura Cosmeticos . • We are continuing to work towards the target of reducing Natura Cosmeticos ’ leverage to the pre - Body Shop acquisition level of 1.4 times by 2021 . • At Natura &Co Holding, consolidated net debt - to - EBITDA stood as 4.91x. Adjusted net debt - to - EBITDA would have been 3.84x. • The indebtedness ratio at the Holding Company level will not be considered for financial covenant purposes in June 2020.

 

 

Breakdown of global net revenue by brand Pro - forma net revenue by brand Brand Q1 - 20 Q1 - 19 % 2,017.9 1,756.0 14.9 4,246.3 4,460.3 (4.8) 912.4 889.3 2.6 341.4 269.8 26.5 Total net revenue 7,518.0 7,375.5 1.9 R$ million Avon 56% Natura 27% The Body Shop 12% Aesop 5% % of net revenue by brand - Q1 - 20

 

 

Thank you

 

 

Item 2

 

Investor day presentation, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on May 12, 2020, regarding a private capital increase and update of guidance.

 

 

 

 

Investor Day May 8, 2020

 

 

The words "anticipates“, “wishes”, “expects”, "estimates“, “intends“, "forecasts“, "plans“, "predicts“, "projects“, "targets" and similar words are intended to identify these statements, which necessarily involve known and unknown risks and uncertainties . Known risks and uncertainties include, but are not limited to, the impact of competitive products and pricing, market acceptance of products, product transitions by the Company and its competitors, regulatory approval, currency fluctuations, production and supply difficulties, changes in product sales mix, and other risks . This presentation also includes pro - forma information prepared by the Company for information and reference purposes only, which has not been audited . Forward - looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments . www . natura . net/investor DISCLAIMER This presentation contains forward - looking statements . Such statements are not statements of historical fact, and reflect the beliefs and expectations of Natura &Co's management .

 

 

Welcome Viviane Behar, Investor Relations Officer

 

 

Agenda • Welcome: Viviane Behar, Investor Relations Officer • A new chapter in our growth story: Roberto Marques, Executive Chairman of the Board and Group CEO • Growing in a disrupted environment: José Filippo, Chief Financial Officer • Combining forces to accelerate growth: João Paulo Ferreira, Natura &Co LATAM CEO • Open Up & Grow: Angela Cretu, Avon CEO • Transformation on track: David Boynton, The Body Shop CEO • A continuing success story, accelerated by digital: Michael O’Keeffe, Aesop CEO • Key Takeaways: Roberto Marques, Executive Chairman of the Board and Group CEO • Q&A

 

 

The best beauty group FOR the world Roberto Marques, Executive Chairman of the Board A new chapter in our growth story Roberto Marques, Executive Chairman of the Board and Group CEO

 

 

• Living up to our purpose - driven creed by putting people first: Associates, Network, Partners - “Time to Care” • Product portfolio and supply chain shifted to produce essential products: 30% increase in production across all brands • Significant step - up in e - commerce and digital social selling to reach our network and customers amid lockdown; • e - commerce growth of 300% at The Body Shop, over 500% at Aesop and 150% for Natura and Avon combined • Strong growth in adoption of digital social selling tools over the last few weeks: • At Avon, increased adoption of digital assets from low single digits in 2019 to over 37%, sales via representatives sharing e - br ochures up 85% • At Natura, 90% of consultants already use digital assets, content sharing up 64%, orders doubled in online stores • Strong financial discipline to protect liquidity and cash: • Over R$4 billion in cash, no significant debt maturities until September 2021 • Reduce operating expenses, limit capital expenditures • Private placement capital increase of R$1 billion to R$2 billion • R$750 million raised in one - year restricted placement promissory notes • Positioned to capture post - crisis opportunities COVID - 19 - Managing through an unprecedented crisis

 

 

• Synergies raised to US$300M - US$400M, including LATAM top line synergies of US$90M - US$120M • R$420M 3 year procurement savings target 97% achieved in 2 years instead of 3 Flawless execution Double down in social selling and e - commerce Accelerate top line growth in white space in all our businesses Natura &Co’s key post - crisis priorities to continue growth • Exploring TBS @Home in North America • Opportunities for TBS and Aesop in China • Further focus on Asia • Expand Natura International, leveraging Avon infrastructure • TBS exceeded guidance with 11.3% Adjusted* EBITDA margin in ‘ 19, +370 bps points vs 2017 Capture Avon synergies • Leveraging digital momentum across all our businesses • Building from a stronger base post COVID - 19 * Adjusted EBITDA margin excludes transformation costs

 

 

An ambitious synergy plan US$300M to US$400M in synergies, including: One - time costs to achieve synergies: Expected annual recurring synergy range Sourcing Manufacturing & Distribution Administrative $50M to $75M $85M to $115M $75M to $90M Revenue $90M to $120M 1 US$190M (from US$125M previously) 2 4 3 Timeline to achieve 2020 2023 2021 2022 2024 16% 40% 70% 85% 100% $72 $60 $35 $18 $6 2021 2020 2022 2023 2024 $190M $300M to $400M Synergies (% of total achievement): Costs (in US$M):

 

 

Growing in a disrupted environment José Filippo, Chief Financial Officer

 

 

Q1 - 20 Net Revenue - 6.2% at constant currency +1.9% Revenue growth even with COVID - 19 ( Net Revenue; R$ million)

 

 

593.5 202.5 (34.5) (38.8) 722.6 27.3 (166.6) - 20.9% (17.1) 8.5 571.5 (25.1) (298.3) (102.9) 145.3 Q1 - 19 EBITDA Transf. costs ICMS provision reversal Assets sales At Avon International Q1 - 19 EBITDA (adjusted) Natura & Co Latam EBITDA Avon International EBITDA The Body Shop EBITDA Aesop EBITIDA Corporate expenses Q1 - 20 EBITDA (adjusted) Avon transf. costs Avon - related Acquis. costs PPA impacts Q1 - 20 EBITDA Q1 - 20 Adjusted EBITDA margin of 7.6% ( - 220bps) 1. Adjusted non recurring Avon - acquisition related expenses, purchase price allocation affects and transformation costs at Natur a&Co Latam and Avon International Adjusted EBITDA Q1 - 20 (Adjusted¹, R$ million) Consolidated Adjusted EBITDA

 

 

Strong cash position, strengthened capital structure and enhanced liquidity (R$ million) Strengthened Capital Structure • Strong cash position of R$4.6 billion • Capital raising of R$1 billion to R$2 billion in the form of a private placement, led by controlling shareholders, including other investors and minority shareholders. T o be complete in Q2 - 20 • The Group raised R$750.0 million financing on May 4, 2020, for up to one year, to strengthen the liquidity of the companies, with no impact on net debt. Further Deleveraging at Natura Cosmeticos • Net debt - to - EBITDA ratio reduced to 2.70x in Q1 - 20, from 2.95x in Q1 - 19 at Natura Cosmeticos . • We are continuing to work towards the target of reducing Natura Cosmeticos ’ leverage to the pre - Body Shop acquisition level of 1.4 times by 2021 . • At Natura &Co Holding, consolidated net debt - to - EBITDA stood as 4.91x. Adjusted net debt - to - EBITDA would have been 3.84x. • The indebtedness ratio at the Holding Company level will not be considered for financial covenant purposes in June 2020.

 

 

Combining forces to accelerate growth João Paulo Ferreira, CEO Natura &Co Latin America

 

 

Natura &Co Latin America: #1 CFT player in the region Countries Presence in Latin America 17 4.8 billion ¹ Net Revenue (in US$) 4.2 million Consultants/Reps 18K Employees 640 + Stores 1.5 billion Units sold 4 Brands #1 Natura & Co Latin America #2 #7 + = ¹Pro - forma 2019 results Souce: Euromonitor CFT Market Share 2019 – Latin America Natura &Co post - Avon Natura &Co pre - Avon Avon 5.5% 4.0 % 6.0 % 8.0 % 1 0.0 % 2 .0 % 14.0% 2 016 2 017 2 018 2 019 2.0 % 0.0 % 5.0% 4.0% 6.7% 6.8% 7.4% 7.5% 12.1% 12.2% 12.4% 12.0% 11.8% 7.8% #2 player Market share Years

 

 

COVID - 19 - A purpose - driven response: Caring for our stakeholders… *Source: HSR Specialist Researchers One of the 3 most transformational companies in Brazil during the crisis*

 

 

Keeping the business running • Ramping up production of essential items • Resuming distribution and production in Argentina, Colombia, Peru, Ecuador and Guatemala after lockdown • Cost reduction and cash optimization program • More flexible payment terms for consultants, reps and franchisees • Lowered the barriers to digital business Limited portfolio Complete portfolio …and ensuring business continuity and financial health Status of the operations in Latin America * *Status on May 4

 

 

Online/digital growth¹ +360% TBS Brazil Empowering consultants to sell online 1MM consultants’ stores +70% active Avon Conecta digital stores³ Digital tools to foster social selling +650% reps shared the digital brochure in Mexico 450k consultants using social selling tools, such as digital catalogue New online customers +750% Natura Brazil Our omnichannel approach and digital tools helped us weather the crisis +240% Natura Brazil ¹Growth in the month of April/20 vs April/19 +570% Natura Chile² +330% Avon Colombia +25% more than before COVID - 19 +400% Avon Brazil² ³In Brazil +1,000% Natura Chile ²Considers just consultants and reps store

 

 

Leveraging Natura’s strong existing capabilities Business digitization Relationship Selling Omnichannel 4.5% g ain in productivity by consultants in 2019 14 quarters of consecutive growth in productivity New value proposition 67 422 franchisees Aqui Tem Natura digital stores in Brazil, Argentina, Chile, Colombia and Peru New operation in Malaysia, combining e - commerce, social selling and retail 9 MM +1.6 MM consultants using app+ site New digital tool Minha Divulgação 34 e - commerce 1MM partnerships with startups consumers Relationship Selling own stores

 

 

VIDEO

 

 

Connecting our enlarged network and brand portfolio through services, products and content Strengthening our ecosystem with the addition of Avon -

 

 

Costs Procurement • Price harmonization • Strategic sourcing Manufacturing • Site optimization • Redistribute production between sites • Internalize outsourced production Distribution • Tax benefits • Sharing of best practices and prices with freight providers • Improving vehicle occupancy with cargo sharing Various levers to deliver significant cost and top line synergies Top line • Reestablish Avon’s fundamentals • Increase cross - selling • Expand Natura internationally • Capture quick wins

 

 

A three - wave transformational journey to unlock value Leveraging Avon and Natura’s platforms to unlock additional revenues in LatAm * Of the total amount of topline synergies

 

 

Wave 1 - Avon turnaround in LatAm: Significant value from fixing fundamentals Quick wins Channel Fix the basics: improve support services Segmentation and progression: increasing reps life time value Make bigger reps more productive, while reducing churn of the smaller reps Categories Brands and categories new architecture: • Make - up and personal care to boost volumes • Fragrances to increase profitability • Face care to build equity and credentials Focus on structural improvements on channel management and category strategy to accelerate Avon turnaround opportunity 360 ° Get pricing right Eliminate commercial bad practices Align sales field incentives Revise campaign planning

 

 

Overlap top reps/consultants Overlap small reps/consultants 2 Top consultants 1 Small consultants 3 Expand cross selling for top exclusive reps/consultants Boost share of wallet within overlapping top reps/consultants Cross - brand operating model for small reps Wave 2 - Building on overlap to capture growth opportunities 1 2 3 Opportunity to penetrate homes through cross - sell in current shared markets in LatAm 1 40% 35% 25% 75% 60% Current overlap Potential Overlap Significant opportunity to increase household penetration in LatAm 1 % of household penetration in countries where Natura and Avon operate together 1, 3 (100% = Total households with Natura and Avon presence) 1 2 3 Top reps Small reps 1 3

 

 

SOURCE: Kantar | Euromonitor | Natura & Co – Financials. Team Analysis. The Latin American opportunity Wave 3 – Leveraging Avon’s footprint to grow Natura in new geographies Build on Malaysian model and on Avon’s footprint to accelerate Natura’s geographic expansion 9 potential markets Ecuador Guatemala Dominican Republic Costa Rica Uruguay Panama Paraguay Honduras El Salvador 62 Billion 100% 95% 90% 85% 80% 75% 70% 65% 5.4 B 5,7% 1,0% 8,7% 84,5% Beauty & Personal Care Market Size (in US$) With Avon Without Avon Years 2x speed Market share 0,0% 2 1 5 3 4 Only Avon Overlapping Only Natura Others

 

 

A clear plan to expand Natura &Co’s leadership in Latin America As a group, we will unlock additional growth opportunities:

 

 

Open Up & Grow Angela Cretu, Avon CEO

 

 

Brand Power The Company for Women Sustainability Focused Relationship Selling Avon: The beauty of doing good 3.7M Reps US$2.2B Sales 98% Recognition #1 Beauty DS Brand in Top 10 Markets US$1.1B Donations 93% Recycling 99% Brochure Paper Sustainable

 

 

Protecting liquidity and cash • Prioritizing critical spend • Delaying cash - related investments • Utilizing government measures where possible • Continuing monetizing non - core assets Putting people and purpose first • Staying safe • Staying connected • Helping our communities • 411,000 units • $1M donation Staying open for business • Protecting Representatives’ earnings • Meeting customer needs • Increasing production of essential items Stronger together through the COVID - 19 Crisis Doubling down on digital • Added direct deliveries to customers in 25 markets • Digital brochure sales +469% 1 • e - commerce sales +850% 1 • Total digital social sales increase: >4x 1 1 Since Jan 1

 

 

Purpose at heart | People as multipliers | Open Up & Grow Transforming women's lives by harnessing the Power of Beauty Commercial model optimization and relationship selling framework Growth - enabling Model Simpler | Leaner | Agile Brand and innovation relevance Digital - enabled | e - commerce | Omni - channel Open Up & Grow: Accelerating our transformation

 

 

Pre - selective and complex Generic and undifferentiated Short - term transactional and order placement focus Simple and open for ALL Segmented and aligned to her motivation and career objectives Long - term relationship and lifetime value focus From To Open Up Relationship Selling: Competitive earnings and rewarding, segmented experience for our representatives

 

 

New Brand Campaign □ Drive reappraisal and penetration □ Amplify across all touch points □ Leverage our model as our competitive advantage Relevant, Streamlined Innovation □ Gratifying, addictive shopping experience from print to digital □ 12 X beauty printed magazines □ 365 X digital shopping opportunities Winning Stores □ Clear brand prioritisation □ Relevant innovation & portfolio □ Streamlined size of line by 30% Open Up Value: Drive reappraisal, simplification and relevance for all customers

 

 

Open Up Access: Anytime, Anywhere, Everyone Representatives Consumers Always On 365 days Omnichannel Experience Social Selling e - commerce e - suite of Tools for Representatives Elevated Beauty Monthly Magazine Instant Messaging Brochure

 

 

Growth - Enabling Model: Sustainable, lean and profit - and cash - generating Effective integration of Avon into Natura &Co Simplified business model Re - wired and de - layered organization Delivery of headcount and cost synergies Delivering Representative satisfaction across all touchpoints A.I. driven forecasting and planning processes Responsive supply solutions Cost & revenue synergies within Avon and across the Natura &Co Group Lean and agile operating model Competitive Service Maximise Synergies

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Transformation on Track: Reacting Fast and Preparing for the Future David Boynton, The Body Shop, Chief Executive

 

 

Rejuvenate brand Optimise retail operations Enhance omni - channel Improve operational efficiency Redesign the organisation Embed sustainability Great Progress in 2019 - The Transformation of The Body Shop is on Track

 

 

2019 HIGHLIGHTS – Brand rejuvenation Top - to - toe evolution of visual and verbal identity: inspiring and unifying everything we do STORE DESIGN IMAGERY PACKAGING EXPERIENCE TONE OF VOICE REFILLS ACTIVISM RECYCLE

 

 

2019 HIGHLIGHTS – Optimising retail operations Improving our store portfolio • +32% EBIT profitability per store (2019 vs 2018) • 136 loss - making stores closed since beginning of transformation and 47 new stores opened. • Our new stores are 2X more profitable than the 2019 average +36% +4% TBS Acquisition Sept ’17. Yr 1 Real Estate Transformation: Yr 2 Real Estate Transformation: Yr 3: Continuous improvement and rationalisation. +32%

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 2019 HIGHLIGHTS – Enhancing omnichannel Beyond stores: Building a truly omnichannel business 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2018 2019 Driving Sales with Less Discount* 0-10% 10-20% 20-30% 30-40% 40%+ +34% +94% +49% - 11% - 20% 0 50 100 150 200 250 2017 2019 Retail Sales £M UK: Presence of 3 Channels Grows Incremental Sales Company Stores E-Commerce TBSaH +15% 274 stores 251 stores

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Accreditation in record time with the help of global champions Tackling the plastic crisis via a community trade partnership with waste pickers in India Going back to our roots, relaunching refills in store 2019 HIGHLIGHTS – Embed sustainability Accreditation and innovation in making business a force for good

 

 

41 CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Every £ spent meets a critical business need, every £ saved helps protect our people Recover at least 50% of revenue lost through stores closures 2. THINK DIGITAL: ACT FAST Come back with a bang and deliver the best Christmas ever. Building on what we’ve learned 3. GET OUR BUSINESS BACK ON TRACK 1 . PROTECT OUR BUSINESS AND OUR PEOPLE ENABLING OUR PURPOSEFUL ENTREPRENEURS Our response to COVID - 19: Sharpening our focus to react fast and prepare for a bright future

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Our response to COVID - 19: Encouraging trends in e - commerce compensating for store closures Bath and Body Hand +956% Skin Care

 

 

CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Our response to COVID - 19: The Body Shop at Home accelerates as customers move to social selling

 

 

44 CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 Our response to COVID - 19 – Operations: Fast response to guarantee availability, support e - com/TBSAH and protect DC employees New UK distribution centre: • Sourced, set up and opened in 4 weeks • Getting ready to significantly ramp up volumes in weeks ahead Wider distribution centre team response: • UK DC up to 60% nominal capacity with social distancing and new lay out • Running 24/7 & over Easter – never done before • German DC +125% capacity and extra shifts Pivoting to essential products • Hand sanitisers output: 500K units/year to 3.1M • Hand wash production: 990k units/year to 3.5M • No capacity issues on bar soaps/other toiletries

 

 

6 £2.2m worth of donations globally 1M pieces donated globally by April 2020 Global partner for # IsolatedNotAlone campaign Donations to hospitals , medical c ent r es, refugees , beauty b an k s, local community support 20+ countries donating within their communities Our response to COVID - 19: Supporting communities world wide

 

 

46 CONFIDENTIAL – THE BODY SHOP LTD Getting back on track • Challenging ourselves to land where we expected to by the end of 2022 • Mobilising our talent globally to focus where we need them most • Reopening stores for business safely and preparing for Christmas trading • Fast track product development to address emerging customer needs • Learning to deliver faster in the post - COVID landscape

 

 

47 47 CONFIDENTIAL – THE BODY SHOP INTERNATIONAL LIMITED 2020 FROM: TO: Sharpening our transformation approach Brand rejuvenation Optimise retail operations Enhance omni - channel Improve operational efficiency Redesign the organisation Embed sustainability Unique activist point of view in products and tone of voice Highly experiential but focused on driving value Using new technologies to master omni channel Leveraging new opportunities to drive efficiencies ‘Twice as fast and twice as impactful’ Leading voice in triple bottom line business

 

 

48 CONFIDENTIAL – THE BODY SHOP LTD E - com T - mall TBSAH Our future focus: Confidence in our growth opportunities

 

 

A continuing success story, accelerated by digital Michael O’Keeffe, Aesop CEO

 

 

counters countries 247 2015 2019 Sales 186 +272M (25% CAGR) 459 Signature Stores 135 +112 247 Counters 73 +26 99 EBITDA 38 +54 (+24% CAGR) 92 Countries with direct operations 18 +5 23 Distributors 1 +2 3 Headcount 1,000 +1,200 2,200 2019: Another year of profitable growth for Aesop signature stores 99 23

 

 

11 new products across 5 categories First flagship concept launched, Aesop Sydney Travel retail concepts launched in Melbourne and Seoul Further expansion of our global presence and customer base • 37 new locations • 16 relocations • 1 office relocation • Entered Netherlands • 1.5M active customers (+180K vs. CY18) • ~20,000 hours volunteered • Aesop Foundation committed ~US$1.2M to support marginalised communities and literacy • ~US$300K of product donations to charitable causes Continued support for our communities globally Significant steps on our continuing sustainability journey • Recycled PET launched across >70% of range (>90% by end 2020) • Refill screw - cap 5 SKUs • Rinse & Return program trial in HK: 1.8 tonnes returned • As always, our range remains entirely vegan and cruelty free 2019: New formats, new markets, new products, new commitments

 

 

Supported the health, economy and safety of our people Strengthened bottom line resilience and operational continuity Captured topline opportunities Compassion and opportunity +45% sales growth in ‘essential’ products >500% current digital growth rate YOY Compassion for those in need Resilience through COVID - 19 Crisis, while accelerating digital transformation >US$2m product donated to those in need

 

 

>500% current digital growth rate YOY 8 stores converted to fulfilment centres 4X conversion rate Rapid scale - up of capacity and fulfilment capability Traffic and conversion growth Enhanced our online customer experience New digital partnerships to expand our customer reach • Sales growth currently > +500% YOY • Conversion lift 4x • Improved SEM / SEO to drive traffic • Upgraded digital technology • Every day exceeds highest previous capacity • Converted 8 stores to fulfilment locations • New channels to customer • Mobile optimization • LiveChat expansion, select rollout of WeChat, exploring Line and Kakao Talk • Increased supply to existing digital wholesale partnerships • Commencing new wholesale partnerships i.e AmazonUS We have accelerated our digital transformation through the COVID - 19 crisis

 

 

Accelerate digital Deeper 2021 expand Aesop presence in China Elevate our digital offer Continue our digital growth trajectory through expansion and enhancement of full - suite digital offer Enhance our customer connection Launch CRM, more tailored digital and content experiences, expand personalized clientele services Continued range and product innovation Evolve and expand signature offer, including personal rituals (hygiene, home) and fragrance expansion Enter China in values - aligned way Make direct market entry to share Aesop’s unique customer experience, while maintaining our commitment against animal testing Focusing on accelerating Digital, China expansion and deeper Customer Connections connections customer

 

 

Strengthening our customer connection Continuing growth of our China - focused channels Preparing for physical entry • Strengthen brand presence on channels of choice • KOL engagement strategy • China - specific marketing program • Customer workshops conducted in Beijing and Shanghai • Strengthening local capability • Opening Shanghai office • Building local team • Exploring values - aligned physical entry in partnership with Cruelty Free International • Developing plans for experiential House of Aesop concept in Shanghai • Continue growth of Tmall , Aesop’s gateway to the Chinese customer since 2018 (~US$9m sales, 112K transactions, 214K enquiries) • Continue growth of Little Red Book, Feelunique.cn and other platforms The Chinese consumer remains an important focus, with growth ahead

 

 

Key Takeaways Roberto Marques, Executive Chairman of the Board and Group CEO

 

 

The Group has demonstrated its resilience and its purpose - driven approach in the COVID - 19 crisis Key Takeaways Doubling down on digital, leveraging momentum born from the current situation Clear growth plans across the Group Strengthened balance sheet and enhanced liquidity for greater financial flexibility Continued execution of transformation at Avon International – Open Up & Grow N &CO LATAM combining forces to accelerate growth TBS Transformation on track Aesop’s success story accelerated by digital 1 2 3 4

 

 

Natura &Co’s Compelling Investment Case Four empowered, iconic brands with a unique product portfolio across price points and clear growth roadmaps A well - balanced multi - channel group with unparalleled Direct - to - Consumer reach A business model that offers proven resilience Robust and fast - growing digital platforms Strong upside from Avon synergies A powerful purpose - driven voice that will resonate in the post - COVID - 19 world 1 2 3 4 5 6

 

 

Q&A

 

 

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