Regulatory News:
The consolidated and annual financial statements for 2021 were
closed by de Board of Directors on 17 March 2022. They were drawn
up in accordance with the going concern principle given estimates
prepared for the next twelve months for Rallye (Paris:RAL). Cash
position forecasts are consistent with future commitments taken
within the safeguard proceedings1 and operating expenses taking
into account Rallye’s cash position (€15.5m as at 31 December 2021)
and €15m of available and undrawn financing subscribed to
Fimalac.
The audit procedures on the consolidated financial statements
have been performed by the statutory auditors and the certification
report is about to be issued.
(in €m)
2021
2020 (restated*)
Net Sales
30,555
31,919
EBITDA2
2,514
2,721
EBITDA margin
8.2%
8.5%
Trading profit
1,180
1,405
Trading profit margin
3.9%
4.4%
Net profit (loss) from continuing
operations, Group share
(140)
(43)
Net underlying profit (loss) from
continuing operations, Group share
(105)
(41)
Net profit (loss), Group share
(274)
(306)
Rallye’s consolidated net sales amounted to €30.6bn and trading
profit was €1,180m as at 31 December 2021. The net underlying loss
from continuing operations, Group share, amounted to - €105m as at
31 December 2021.
- Holding perimeter3
- Global tender offer launched by Rallye
on its unsecured debt
On 4 May 2021, the Paris Commercial Court approved the amendment
to Rallye safeguard plan allowing the effective completion of the
global tender offer on its unsecured debt launched on 22 January
2021 and the setting up of the financing of the tender offer.
Rallye acquired a total amount of unsecured debt of €195.4m for a
total repurchase price of €39.1m reducing the amount of its debt by
€156.3m. The tender offer was settled on 18 May 2021.
- Deferment for two years of the payment
dates of the safeguard plans of Rallye and its mother
companies
The Paris Commercial Court decided on 26 October 2021 to defer
for two years the payment dates under the safeguard plans and
consequently to extend the duration of such safeguard plans (see
press release dated 27 October 2021). This decision of the Court is
the subject of third-party opposition proceedings.
Following the deferment for two years of the payment dates of
the safeguard plans of Rallye and its mother companies, the next
significant payment date of Rallye’s plan will be in February 2025.
As a reminder, the safeguard plan of Rallye depends mainly on
Casino’s distributive capacity, which is framed by its financial
documentation, allowing the distribution of dividends1 when the
gross financial debt to EBITDA including leases (France Retail +
E-commerce) ratio is below 3.5x. As at 31 December 2021, the gross
financial debt to EBITDA including leases (France Retail +
E-commerce) ratio is at 6.47x. In addition, Casino has communicated
that in order to prioritize deleveraging, the Casino Board of
Directors will propose to the 2022 Annual General Meeting not to
pay a dividend in 2022 in respect of 2021.
- Net financial debt of Rallye’s holding
perimeter
The bridge between Rallye’s holding perimeter gross financial
debt and net financial debt is detailed below:
In €m
31 Dec. 2021
31 Dec. 2020
Claims secured by pledges over Casino
shares
1,228
1,194
Unsecured claims
1,518
1,658
Claims secured by pledges over shares of
Rallye subsidiaries (other than Casino)
137
134
Total - claims under the safeguard
plan
2,883
2,986
Financings issued after the enforcement of
the safeguard plan
295
222
Total - gross financial debt
3,178
3,208
Cash and other financial assets (1)
(17)
(34)
Total - net financial debt (before IFRS
restatements)
3,161
3,173
IFRS restatements (including the impact of
the approval of the safeguard plan) (2)
(343)
(334)
Total – net financial debt
2,818
2,839
(1) Of which €15.5m at Rallye company level
(2) In 2020, Rallye analysed the accounting treatment for the
modifications resulting from the liability repayment plan and the
other modifications made to financial liabilities and, more
particularly, the existence of a substantial modification within
the meaning of IFRS 9 – Financial Instruments.
Given the specific characteristics of the safeguard proceedings,
the application of IFRS 9 led to the restatement of financial
liabilities in an amount of €334m at December 31, 2020, and
increased to €343m at December 31, 2021, following on the one hand,
the global tender offer, and on the other hand, the deferment for
two years of the payment dates under the safeguard plan. This
amount will be amortised on an actuarial basis (based on the
applicable effective interest rate) ans gradually recovered via an
increase in the cost of net debt in accordance with the repayment
terms defined in the safeguard plan.
The accounting treatment comprising a reduction of the financial
liability and as counterpart the future increase of the interest
expenses is the translation of the IFRS 9 standard and does not
amend the repayments undertakings or the financial liability to be
reimbursed.
Rallye’s holding perimeter gross financial debt stood at €3,178m
as of 31 December 2021, down €30m over the year, mainly as a result
of:
- Financial interests (excluding IFRS) of €123m over 2021, which
will be repaid in accordance with the repayments undertakings
approved by the Paris Commercial Court on 28 February 2020 and 26
October 2021 and its contractual documentation;
- Unsecured debt tendered for a total amount of €195m for a
total repurchase price of €39m reducing the total amount of its
debt by €156m.
Rallye’s holding perimeter net financial debt, before IFRS
restatements, amounted to €3,161m as of 31 December 2021, compared
to €3,173m as of 31 December 2020.
The change in Rallye’s holding perimeter net financial debt over
2021 breaks down as follows:
In €m
2021
2020
Net financial debt (opening)
2,839
3,000
Financial interests (excluding IFRS)
123
127
Holding costs
19
38
Net impact of the global tender offer
(1)
(113)
Other
1
6
Variation of IFRS restatements (including
the impact of the approval of the safeguard plan)
(52)
(333)
Net financial debt (closing)
2,818
2,839
(1) Excluding IFRS restatements (i.e. the accelerated
amortization of liabilities under the IFRS 9 standard for the
acquired debt), the net impact of the global tender offer would
amount to €156m.
After taking into account the change in IFRS restatements (-€52m
in 2021 and -€333m in 2020), Rallye’s holding perimeter net
financial debt amounted to €2,818m as of 31 December 2021.
The sale of Groupe Go Sport to Hermione People & Brand,
subsidiary of Financière Immobilière Bordelaise took place on 10
December 2021.
- Rallye company level annual
result
Rallye’s net loss for 2021 was - €334m (vs. – €99m in 2020). In
particular, it incorporates a non-recurring financial product of
€156m linked to the buyback of unsecured debt and a provision for
impairment on Casino securities of an amount of – €315m in order to
reduce the historical value to the value in use calculated at 31
December 2021, representing a value in use per share of €74.49. As
at 31 December 2021, Rallye’s shareholders equity was €1,095m (vs.
€1,429m as at 31 December 2020).
2. Casino’s activity
Both 2020 and 2021 were shaped by the pandemic, which affected
the Group's geographies and formats in different ways depending on
the period.
Over one year:
- Consolidated net sales amounted to €30.5bn, down -0.8%1 year
on year, including a -5.4% decline for France Retail due to the
impact of the health crisis on the Paris region and tourist areas,
a stable performance for Cdiscount, and growth of +2.7% in Latin
America.
- EBITDA came out at €2,527m, including €1,281m1 for the French
retail banners2 (‑1.7% vs. 2020), €106m for Cdiscount (-18% vs. an
exceptionally high comparison basis in 2020), and €1,035m in Latam
(excluding tax credits), up +9% at constant exchange rates.
Over two years (i.e. compared to the pre-Covid period), the
Group benefited from the positive effects of its transformation
plans:
- In France, the retail banners' EBITDA margin rose +83 bps
thanks to efficiency plans (stable EBITDA despite the
health-crisis-induced drop in sales).
- At Cdiscount, deep transformation of the business model
towards a margin accretive mix (marketplace, digital marketing and
B2B) with EBITDA improving +54%.
- In Latam, net sales rose +15% and EBITDA jumped +29%3.
The Group is now well positioned in all of its geographies:
- In France, repositioning in formats adapted to new consumer
trends (premium, convenience and E-commerce)
- In Latin America, following two major transactions (Assaí
spin-off and sale of 70 GPA hypermarkets to Assaí), the Group now
has well-adapted assets ready to accelerate growth in their
respective markets.
At end-2021, consolidated net debt stood at €5.9bn (vs. €4.6bn
at end-2020 and €5.7bn at end-2019).
In France, the pace of the disposal plan slowed due to the
pandemic. Disposals worth €400m have been secured since January
2021, with the bulk of the proceeds to be collected in 2022. In
this context, reflecting the transitional factors linked mainly to
the Group’s repositioning in France, net debt for the France Retail
scope4 totalled €4.4bn at end-2021 vs. €3.7bn one year earlier.
The Group is now aiming to complete the final €1.3bn of its
€4.5bn disposal plan by the end of 2023.
3. Outlook 2022
In 2021, the Casino Group completed its repositioning in
structurally buoyant formats with a good profitability level.
En 2022, as the health situation gradually gets back to normal,
the Group is confident to recover growth momentum by capitalising
on its differentiating assets and innovative services:
- Convenience formats (Monop', Franprix, Naturalia, Spar, Vival,
etc.) with a target of more than 800 stores to be opened, mainly
under franchise
- Confirmation of leadership in e-commerce, particularly in home
delivery, supported by its partners Ocado, Amazon and Gorillas and
the store network
Maintain high level of profitability and improve cash flow
generation.
Continuation of the €4.5bn disposal plan in France. In view of
the various options available, the Group is confident that this
plan will be completed by the end of 2023.
The Rallye Board of Directors will propose to the 2022 Annual
General Meeting not to pay a dividend in 2022 in respect of
2021.
To the company’s knowledge, on the closing date, no event
occurred that would be likely to call into question the repayments
undertakings provided in the safeguard plan.
Disclaimer
This press release was
prepared solely for information purposes and should not be
construed as a solicitation or an offer to buy or sell securities
or related financial instruments. Similarly, it does not give and
should not be treated as giving investment advice. It has no
connection with the investment objectives, financial situation or
specific needs of any recipient. No representation or warranty,
either express or implicit, is provided in relation to the
accuracy, completeness or reliability of the information contained
herein. It should not be regarded by recipients as a substitute for
exercise of their own judgement. All opinions expressed herein are
subject to change without notice.
APPENDICES
ANNUAL RESULTS
(CONSOLIDATED DATA)
In €m
2021
2020 (restated*)
Net sales
30,555
31,919
EBITDA
2,514
2,721
Trading profit
1,180
1,405
Other operational income and expenses
(661)
(800)
Cost of net financial debt
(494)
(151)
Other financial income and expenses
(280)
(394)
Profit (loss) before tax
(255)
60
Income taxes
84
(80)
Share of net income of equity-accounted
investees
48
44
Net profit (loss) from continuing
operation, Group share
(140)
(43)
Net underlying profit (loss) from
continuing operations, Group share
(105)
(41)
Net profit (loss), Group share
(274)
(306)
SIMPLIFIED BALANCE SHEET
(CONSOLIDATED DATA)
In €m
31 Dec. 2021
31 Dec. 2020 (restated*)
Non-current assets
22,088
21,779
Current assets
9,497
10,099
TOTAL ASSETS
31,585
31,878
Equity
3,829
4,337
Non-current financial liabilities
10,295
9,575
Other non-current liabilities
5,528
5,708
Current liabilities
11,933
12,258
TOTAL EQUITY AND LIABILITIES
31,585
31,878
_________________________
* The 2020 financial statements have been restated to reflect
the retrospective application of IFRS IC decision relating to the
recognition of liabilities for certain post-employment
benefits.
RECONCILIATION OF REPORTED PROFIT TO
UNDERLYING PROFIT
Underlying net profit corresponds to net profit from continuing
operations, adjusted for (i) the impact of other operating income
and expenses, as defined in the "Significant accounting policies"
section in the notes to the consolidated financial statements, (ii)
the impact of non-recurring financial items, as well as (iii)
income tax expense/benefits related to these adjustments and (iv)
the application of IFRIC 23.
Non-recurring financial items include fair value adjustments to
equity derivative instruments, the effects of discounting Brazilian
tax liabilities, the restatements and impacts of the implementation
of IFRS 9 following Rallye’s safeguard plan approval, the deferment
for two years of the payment dates and the net result of the global
tender offer launched by Rallye in 2021.
In €m
2021
Adjusted items
2021 underlying
2020 restated
Adjusted items
2020 restated underlying
Trading profit
1,180
1,180
1,405
1,405
o/w tax credits in Brazil
28
28
139
139
o/w property development in France
13
13
63
63
Other operating income and expenses
(661)
661
(800)
800
Operating profit
519
661
1,180
605
800
1,405
Cost of net financial debt (1)
(494)
(51)
(545)
(151)
(335)
(486)
o/w tax credits in Brazil
23
23
104
104
Other financial income and expenses
(2)
(280)
(113)
(393)
(394)
67
(327)
Income taxes (3)
84
(147)
(63)
(80)
(179)
(259)
Share of net income of equity-accounted
investees
48
48
44
44
Net profit (loss) from continuing
operations
(123)
350
227
24
353
377
o/w attributable to non-controlling
interests (4)
17
315
332
67
351
418
o/w Group share
(140)
35
(105)
(43)
2
(41)
(1) Cost of net financial debt restatements mainly relates to the
implementation of IFRS 9 - Financial Instruments following Rallye’s
safeguard plan approval in 2020 and the deferment for two years of
the payment dates in 2021.
(2) Other financial and expenses for 2021 have been restated for
the positive net impact of Rallye’s global tender offer.
(3) Income tax have been restated in accordance with items
restated above.
(4) Non-controlling interests have been restated for amounts
associated with the restated items listed above.
ADDITIONAL INFORMATION RELATING TO THE GROSS
DEBT TO EBITDA RATIO GOVERNING THE DISTRIBUTION OF DIVIDENDS IN
CASINO’S FINANCIAL DOCUMENTATION
Financial information 12-months rolling as at 31 December
2021
In €m
France Retail +
E-commerce
Net sales1
16,101
EBITDA1
1,464
(-) impact of leases2
(622)
(i) Adjusted consolidated EBITDA including
leases1 3
842
(ii) Gross debt1 4
5,450
(iii) Gross cash and cash equivalents1
5
569
Gross debt to EBITDA ratio (ii/i) 1
5
6.47x
* The 2020 financial statements have been restated to reflect
the retrospective application of IFRS IC decision relating to the
recognition of liabilities for certain post-employment
benefits.
1 As a reminder, no payment is due under the safeguard plan in
2022 and 2023 2 EBITDA = trading profit + current depreciation and
amortization expense 3 Rallye’s holding perimeter is defined as
Rallye and its subsidiaries holding the investment portfolio
1 Beyond ordinary dividend representing 50% of net profit
attributable to owners to the parent, with a minimum of €100m per
year from 2021 and an additional €100m that may be used for one or
several distributions during the life of the debt
1 Same-store growth
1 See Casino press release dated 28 January 2022 2 France Retail
excluding GreenYellow, real estate development and Vindémia (sold
on 30 June 2020) 3 At constant exchange rates, excluding tax
credits 4 Net debt excluding the impact of IFRS 5, and excluding
GreenYellow
1 Unaudited data, scope as defined in refinancing documentation
with mainly Segisor accounted for within the France Retail +
E-commerce scope 2 Interest paid on lease liabilities and repayment
of lease liabilities as defined in the documentation 3 EBITDA after
lease payments (i.e., repayments of principal and interest on lease
liabilities) 4 Loans and other borrowings 5 At 31 December 2021
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220317005839/en/
Press contact: PLEAD Étienne Dubanchet +33 6 62 70 09 43
etienne.dubanchet@plead.fr
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