Compagnie des Alpes SA · EURONEXT:CDA
Compagnie des Alpes SA — Shareholder Meeting (March 2014)
77 slides from Compagnie des Alpes SA's shareholder meeting presentation, Mar 13, 2014
Slide 1: Combined General Meeting of March 13, 2014
Combined General Meeting of March 13, 2014 at Roland Garros Stadium
Slide 2: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Strategy and outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 2 Combined General Meeting of Marc
Slide 3: Agenda of the Ordinary General Meeting
Agenda of the Ordinary General Meeting ▲ Approval of parent-company and consolidated financial statements for the financial year ended September 30, 2013 ▲ Appropriation of income for the financial year ▲ Special report of the Statutory Auditors on regulated agreements; Approval of these agreements
Slide 4: Agenda of the Extraordinary General Meeting (1/2)
Agenda of the Extraordinary General Meeting (1/2) ▲ Authorization for the Board of Directors regarding the granting of free shares; ▲ Delegation of authority for the Board of Directors to issue securities providing immediate or future access to share capital with retention of shareholders’ preferent
Slide 5: Agenda of the Extraordinary General Meeting (2/2)
Agenda of the Extraordinary General Meeting (2/2) ▲ Delegation of authority for the Board of Directors to resolve to increase the share capital through the capitalization of premiums, reserves, earnings, or other; ▲ Delegation of authority for the Board of Directors to increase capital through a rig
Slide 6: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 6 Combined General Meeting of March 13, 2014 – Financial
Slide 7: Net income for the financial year
▲ Net income for the financial year ● Ski areas ● Leisure parks ● International development ● Group ● Cash flow ● Financial structure 7
Slide 8: FY 2012/2013 Balance sheet
FY 2012/2013 Balance sheet An exceptional Need to A group still combination of Disappointing accelerate undergoing unfavorable results changes change factors • School calendar • Intensification of the crisis • Weather 8 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Dep
Slide 9: Income Statement Ski areas
Income Statement Ski areas In € millions 2012 /13 2011 /12 ∆ ▲ Increase in sales driven by a price effect (+3.1%) and a volume effect Sales 393.6 379.4 +3.8% Skier days (millions) 14.2 14.1 +0.7% ▲ Increase in EBITDA in the context of cost control = > higher margins excl. EBITDA 128.4 124.8 +2.9% no
Slide 10: Income Statement Leisure parks
Income Statement Leisure parks In € millions 2012 /13 2011 /12 ∆ ▲ A very unfavorable environment: weather and economic crisis Sales 280.9 296.2 -5.1% Attendance down 7.2% (excluding EBG) Sales down 4.1% (excluding EBG) Visitors (in millions) 8.430 9.079 -7.2% EBITDA 33.3 41.0 -18.8% ▲ Customer
Slide 11: Income Statement International development
Income Statement International development ▲ Grévin Montreal: warm reception In € millions 2012 /13 2011 /12 ∆ ● Sales of €1.2 million and 100,000 visitors Sales 2.4 1.0 x2.4 ▲ Success of Rosa Khutor (Olympic Games) EBITDA -3.3 -0.6 -2.7 ▲ Investments ● Increase in gross capex in line with the goal
Slide 12: Group Income Statement
Group Income Statement In € millions 2012 /2013 2011 /2012 ▲ Stable overhead expenses Sales 678.0 677.7 ▲ Controlled cost of financing EBITDA 152.7 160.1 ▲ Discontinued operations: completion EBITDA/sales 22.5% 23.6% of Bioscope sale Operating Income 49.3 60.1 Financial income -14.9 -14.8 ▲ Income t
Slide 13: Cash flow
Cash flow ▲ Disappointing performance in In € millions 2012 /2013 2011 /2012 leisure parks Cash flow from operations 126.1 136.9 ▲ Rise of international development Net capital expenditure 136.1 119 ▲ Effect of changes in long-term working capital requirements in Ski Free cash flow (10) 17.9 areas F
Slide 14: Financial structure and profitability
Financial structure and profitability In € millions 2012 /2013 2011 /2012 ▲ Decline in equity Shareholders’ equity 746.2 778.2 ● Payment of 2012 dividend ● Buying of minority interests in 2Alpes Net debt 413.8 365.2 ▲ Net debt up in line with: Net debt / shareholders’ 55.5% 46.9% ● International dev
Slide 15: Strategy and outlook
▲ Strategy and outlook ●Strategic reorientation ●Pro-active implementation 15
Slide 16: Creating a leading leisure group
Creating a leading leisure group ▲ #1 in the world ▲ #4 in Europe ▲ 14 million skier days per year ▲ 8.4 million visitors per year ▲ 11 prestigious Ski areas in France ▲ 14 parks in Europe and 1 in ▲ 4 investments, including Chamonix Canada ▲ High barriers to entry ▲ 7 investments ▲ Strategic positi
Slide 17: A transformation that is not yet completed
A transformation that is not yet completed Concrete achievements - Eliminating the seasonality of the business - A leading position with strong brands - High barriers to entry - A solid financial structure Weaknesses highlighted by the crisis - Inconsistent quality of assets - LP business not yet pe
Slide 18: A transformation that started in 2008
A transformation that started in 2008 • Rebalancing of the financial structure Measures that have • Transformation of the holding into a group already borne fruit • Sale of peripheral assets • Focus on investments in upgrades in Leisure parks • International development: Sochi, Grévin Int’l Promisin
Slide 19: 2013, a new step for structural improvement of capital allocation
2013, a new step for structural improvement of capital allocation Sales (in € millions) Leisure parks Ski areas * ROCE = Operating income after tax / capital employed excluding goodwill 19 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 20: 2013, adjusting our strategy: a new roadmap
2013, adjusting our strategy A new roadmap ▲ Create a new dynamic in Ski areas ▲ Refocus on Leisure parks that could capitalize on first-rate customer satisfaction ▲ Ramp up organic growth abroad 20 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 21: 2013, redefining our strategy: 5-year goals
2013, redefining our strategy 5-year goals Traditional businesses Leisure Ski areas parks EBITDA 34% 23%* Operational ROCE** > 8% * Excluding Futuroscope, whose performance must be analyzed in terms of operating income * ROCE = Operating income after tax / capital employed excluding goodwill 21 Comb
Slide 22: Ski areas: growth in the ski lift business
Ski areas Growth in the ski lift business Context Targeted actions Price vs. international competition AB+ categories less sensitive to the Price indexation clauses crisis Foncière Rénovation Foreign clientele Strengthening of marketing 33% coverage for man-made snow initiatives abroad We
Slide 23: Ski areas: increased profitability for the ski-lift business
Ski areas Increased profitability for the ski-lift business Context Targeted actions Benchmark assets Controlled capex Equipment levels greater than or equal to the competition Purchasing policy Oligopoly in supply markets Return to insourced services Dynamic payroll expenditure Resource
Slide 24: Ski areas: stimulate growth
Ski areas Stimulate growth Digital Engineering distribution Project consultancy potentially leading to Alpes Ski resa operating contracts JV Promovacances Rosa Khutor Northern Caucasus (Arkhyz) Very low capital consumption Activation of distribution and return to insourcing of a portion of
Slide 25: Leisure parks: capital reallocation required
Leisure parks Capital reallocation required Strengths Strong brands Unique sites Expertise Competing benchmark Margins (themed Parks): 25% Presence in promising markets (Asia, North and South America) Weaknesses Concepts with industrial potential Insufficient ROCE Difficult context i
Slide 26: Leisure parks: a realistic 3-pronged approach
Leisure parks A realistic 3-pronged approach Optimize the existing • Lower break-even levels portfolio • Greater sales efficiency • Immediate initiatives for all parks with no 5-year goal impact on capex Aim for excellence • Targeted investments in high-potential parks First-rate satisfaction (2016-
Slide 27: Leisure parks: first-rate satisfaction, a powerful performance driver
Leisure parks First-rate Satisfaction, a powerful performance driver Desire to visit Intention to visit In the future, would you like to visit... In the next 12 months, do you intend to visit ... +23% +19% +36% +20% +19% +18% +19% +22% +25% +16% +15% +19% Highly satisfied (9-10) Rather satisfied (7-
Slide 28: Leisure parks: first-rate satisfaction, a powerful performance driver
Leisure parks First-rate Satisfaction, a powerful performance driver 90% or higher satisfaction rating: > 4.5 /5 Intention to Ability to return generate after 12 months recommendations > 40% ("buzz") greater (x1.5 - 2) than 50% Market share gains in all parks in Western Europe in this segment 28 Com
Slide 29: 2013/2014 outlook
2013/2014 outlook Q1 2013/2014 sales (~15% of annual sales): €69.5 million, + 9.5%, + 2.6% excl. the "cut" effect at 12/31/2013, which includes a + 4% price effect => well focused, in line More than 200 apartments purchased and 140 renovated by Foncière Rénovation, goal Ski areas of 180 acquisit
Slide 30: Conclusion
Conclusion ▲ Capital allocation focused on strategic decisions ▲ Solid growth for the most profitable business ▲ A strategy of value creation based on targeted investments and disposals of portfolio assets ▲ Teams involved in adjusting the strategy and committed to implementing it 30 Combined Genera
Slide 31: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 31 Combined General Meeting of March 13, 2014 – Financial
Slide 32: Report of the Chairman of the Board of Directors
Report of the Chairman of the Board of Directors prepared in accordance with article L.225-37 of the French Commercial Code ▲ This report, which is included in the Registration Document (p. 163 and seq.) presents the rules governing composition, preparation and organization of the Board's work, as w
Slide 33: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 33 Combined General Meeting of March 13, 2014 – Financial
Slide 34: Reports of the Statutory Auditors
Reports of the Statutory Auditors ▲ OGM Agenda: ● Report of the Statutory Auditors on the annual financial statements (Resolution 1, page 128*) ● Report of the Statutory Auditors on the consolidated financial statements (Resolution 2, page 107*) ● Special report of the Statutory Auditors on regulate
Slide 35: Report of the Statutory Auditors on the annual financial statements
Report of the Statutory Auditors on the annual financial statements (page 128) ▲ Opinion ● Audit of annual financial statements in accordance with professional standards applicable in France, ● The annual financial statements, prepared in accordance with French accounting rules and principles, are c
Slide 36: Report of the Statutory Auditors on the consolidated financial statements
Report of the Statutory Auditors on the consolidated financial statements (page 107) ▲ Opinion ● The consolidated financial statements, prepared in accordance with IFRS guidelines, are consistent and sincere and offer a true representation of the group comprising the consolidated entities. ▲ Justifi
Slide 37: Special report on regulated agreements and commitments
Special report of the Statutory Auditors on regulated agreements and commitments (page 130) ▲ Agreements and commitments authorized over the past financial year ● Implementation of the Foncière Rénovation Montagne project ● Purchase of minority shareholders' stakes in Deux Alpes Invest ▲ Agreements
Slide 38: Special report on regulated agreements and commitments
Special report of the Statutory Auditors on regulated agreements and commitments (page 130) ▲ Agreements and commitments approved in previous financial years ● Remaining effective over the past financial year Financing – conclusion of a syndicated credit agreement Licensing agreement with Caisse
Slide 39: Auditors' report on the Chairman's report
Statutory Auditors' report, prepared in accordance with article L.225-235 of the French Commercial Code, on the report of the Chairman of the Board of Directors (page 179) ▲ Conclusion ● No observations to make with regard to the information presented concerning the company's internal control proced
Slide 40: Special reports of the Statutory Auditors to the Extraordinary General Meeting
Special reports of the Statutory Auditors to the Extraordinary General Meeting (Resolutions 10, 11, 12, 13, 14, 16 and 17) ▲ In its report and the attached draft resolutions, your Board of Directors has described the proposed transactions. It is our responsibility to provide you with our observation
Slide 41: Report on consolidated social, environmental and societal information
Report on consolidated social, environmental and societal information included in the Management Report ▲ Mazars was appointed as an independent third party for the consolidated social, environmental and societal information included in the Management Report. ● It is the responsibility of the Board
Slide 42: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 42 Combined General Meeting of March 13, 2014 – Financial
Slide 43: Presentation of Resolutions
Presentation of Resolutions ▲ 19 resolutions are submitted for your approval: ● 9 resolutions within the authority of the Ordinary General Meeting, ● 10 resolutions within the authority of the Extraordinary General Meeting. 43 Combined General Meeting of March 13, 2014 – Financial Communication / Le
Slide 44: Resolutions 1-3: financial statements and appropriation of income
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolutions 1 and 2: approval of the parent-company and consolidated financial statements ▲ Resolution 3: appropriation of income 2013 2012 retained earnings + €80.3 million Net income for the financial year - €5.3 mi
Slide 45: Resolution 4: regulated agreements
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolution 4: approval of the regulated agreements referred to in the special report of the Statutory Auditors. New agreements: ● Implementation of the Foncière Rénovation Montagne project In April 2013, Caisse des
Slide 46: Resolutions 5 and 6: advisory opinion on compensation
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolutions 5 and 6: advisory opinion on the individual compensation owed or granted to Mr. Dominique Marcel, Chairman and CEO, and Mme. Agnès Pannier-Runacher, Deputy Managing Director ● Initial implementation of the
Slide 47: Variable compensation components
Presentation of resolutions within the authority of the Ordinary General Meeting Variable component ranging from 0 to 50% of the annual fixed compensation, subject to quantitative and qualitative performance conditions. The Board decided that the variable component of the two senior officers for F
Slide 48: Compensation package of Mr. Dominique Marcel (Resolution 5)
Compensation package owed or granted to Mr. Dominique Marcel, Chairman and CEO (Resolution 5) Fixed compensation €360,000 Unchanged since 2009/2010 Variable compensation €147,960 41.1% of fixed annual compensation Multi-year variable compensation No No CDA senior officers receive attendance fees for
Slide 49: Compensation package of Ms. Agnès Pannier-Runacher (Resolution 6)
Compensation package owed or granted to Ms. Agnès Pannier- Runacher, Deputy Managing Director as of January 28, 2013 (Resolution 6) Amount prorated for length of time in the company, Fixed compensation €163,478 on the basis of annual fixed compensation of €240,000 for 2012/2013 Variable compensation
Slide 50: Resolution 7: change in the Corporate Governance Charter
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolution 7: Change in the Corporate Governance Charter ● Incorporation of certain new recommendations included in the June 2013 version of the AFEP MEDEF Code, particularly: Share ownership/preservation scheme for
Slide 51: Resolution 8: share buyback program
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolution 8: Share buyback program ● Objectives Ensure an active market, Hold, sell/transfer shares, particularly in the framework of acquisitions or the issuance of securities giving access to capital, Award s
Slide 52: Assessment of the current share buyback program
Assessment of the current share buyback program (liquidity contract) Situation at September 30, 2013 (after market) Percentage of treasury shares held directly or indirectly 0.11% Number of shares canceled over the past 24 months 0 Number of portfolio securities 28,193 Portfolio carrying value (IN €
Slide 53: Resolutions 9 and 10: formalities and performance shares
Presentation of resolutions within the authority of the Ordinary General Meeting ▲ Resolution 9: powers for carrying out legal formalities related to decisions enacted under ordinary business ▲ Resolution 10: authorization to be given to the Board of Directors regarding the granting of performance s
Slide 54: Resolutions 11 to 17: capital increase delegations (1/2)
Presentation of resolutions within the authority of the Extraordinary General Meeting ▲ Resolutions 11 to 17: delegations of authority to the Board of Directors to increase capital (1/2) ● With retention of preferential subscription rights: Resolution 11 Maximum limit of capital increase: €90 mill
Slide 55: Resolutions 11 to 17: capital increase delegations (2/2)
Presentation of resolutions within the authority of the Extraordinary General Meeting ▲ Resolutions 11 to 17: delegations of authority to the Board of Directors to increase capital (2/2) ● In consideration for contributions in kind in the form of equity securities: Resolution 14 10% of capital max
Slide 56: Resolutions 17 and 18
Presentation of resolutions within the authority of the Extraordinary General Meeting ▲ Resolution 17: cancellation of previous authorizations and delegations of authority ▲ Resolution 18: powers to carry out the formalities related to resolutions enacted under extraordinary business 56 Combined Gen
Slide 57: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 57 Combined General Meeting of March 13, 2014 – Financial
Slide 58: Contents
CONTENTS ▲ Agenda ▲ FY 2012/13 results: Results, Highlights, Strategy and Outlook ▲ Report of the Chairman of the Board of Directors ▲ Reports of the Statutory Auditors ▲ Presentation of Resolutions ▲ Questions / Answers ▲ Vote on resolutions 58 Combined General Meeting of March 13, 2014 – Financial
Slide 59: Resolution no. 1
Resolution no. 1 ▲ Approval of parent-company accounts for the financial year ended September 30, 2013, which recorded a loss of €5,312,334.04 59 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 60: Resolution no. 2
Resolution no. 2 ▲ Approval of the consolidated financial statements for the year ended September 30, 2013, which resulted in net attributable income of €1.893 million 60 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 61: Resolution no. 3
Resolution no. 3 ▲ Appropriation of income 61 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 62: Resolution no. 4
Resolution no. 4 ▲ Approval of the regulated agreements referred to in the special report of the Statutory Auditors 62 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 63: Resolution no. 5
Resolution no. 5 ▲ Advisory opinion on the individual compensation package ● of Mr. Dominique Marcel, Chairman and CEO, ● and of Ms. Agnès Pannier-Runacher, Deputy Managing Director. 63 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 64: Resolution no. 7
Resolution no. 7 ▲ Change in the Corporate Governance Charter 64 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 65: Resolution no. 8
Resolution no. 8 ▲ Authorization for the Board of Directors to arrange for the Company to purchase treasury shares: share buyback program 65 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 66: Resolution no. 9
Resolution no. 9 ▲ Powers to carry out formalities related to resolutions enacted under ordinary business 66 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 67: Resolution no. 10
Resolution no. 10 ▲ Authorization for the Board of Directors to perform free-share grants 67 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 68: Resolution no. 11
Resolution no. 11 ▲ Delegation of authority to the Board of Directors to increase capital ● with retention of preferential subscription rights 68 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 69: Resolution no. 12
Resolution no. 12 ▲ Delegation of authority to the Board of Directors to increase capital ● with cancellation of the preferential subscription right, through public offering 69 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 70: Resolution no. 13
Resolution no. 13 ▲ Delegation of authority to the Board of Directors to increase capital ● with cancellation of the preferential subscription right, through a “private placement” offering 70 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 71: Resolution no. 14
Resolution no. 14 ▲ Delegation of authority to the Board of Directors to increase capital ● in consideration for contributions in kind in the form of equity securities or securities providing access to share capital 71 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Depa
Slide 72: Resolution no. 15
Resolution no. 15 ▲ Delegation of authority to the Board of Directors to increase capital ● by incorporation of premiums, reserves, earnings, etc. 72 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 73: Resolution no. 16
Resolution no. 16 ▲ Delegation of authority to the Board of Directors to increase capital ● through a rights issue for employees participating in the CDA Group savings scheme ● The Board of Directors recommends that shareholders reject this resolution, insofar as there are other systems of profit-sh
Slide 74: Resolution no. 17
Resolution no. 17 ▲ Delegation of authority to the Board of Directors to increase capital ● Setting an overall face value limit to the issuance of securities €90 million: maximum aggregate amount of capital increase €200 million: maximum aggregate amount for debt securities 74 Combined General M
Slide 75: Resolution no. 18
Resolution no. 18 ▲ Cancellation of delegations of authority and authorizations previously granted to the Board of Directors 75 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 76: Resolution no. 19
Resolution no. 19 ▲ Powers to carry out formalities related to resolutions enacted under extraordinary business 76 Combined General Meeting of March 13, 2014 – Financial Communication / Legal Department
Slide 77: Combined General Meeting of March 13, 2014
Combined General Meeting of March 13, 2014 at Roland Garros Stadium
Compagnie des Alpes — Shareholder Meeting (March 2014) on 6ix