RALLYE Effects of conversion to IFRS on 2004

  • Slides: 34
Download presentation
RALLYE Effects of conversion to IFRS on 2004 consolidated financial statements RALLYE – 20

RALLYE Effects of conversion to IFRS on 2004 consolidated financial statements RALLYE – 20 janvier 2005 April 25, 2005

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005 1

Background Ø The adoption of EU Regulation 1606/2002/EC dated July 19, 2002 aims at

Background Ø The adoption of EU Regulation 1606/2002/EC dated July 19, 2002 aims at harmonising European financial markets Ø The change in accounting norms of consolidated financial statements is compulsory for all European quoted company as of January 1, 2005 Ø To date, the majority of IAS and IFRS norms have been adopted. However, these norms may be subject to further change or adjustments Ø 2004 IFRS financial statements in this document have been prepared on the basis of all IAS and IFRS norms published to date and adopted by EU Regulation Ø All information presented in this document has been prepared in respect of the AMF recommendation dated January 2005, examined by the Board of Directors and reviewed by the Company’s Statutory Auditors April 25, 2005 2

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005 3

Summary Ø 2004 results are improved by the transition to IFRS norms Ø The

Summary Ø 2004 results are improved by the transition to IFRS norms Ø The implementation of IFRS norms (excluding 32/39) has very limited impacts on shareholders’ equity and consolidated debt of the Rallye Group Ø The early adoption on January 1, 2004 of IAS norms 32/39 dealing with financial instruments: ü leaves Rallye holding net debt almost unchanged at € 2, 273 m at December 31, 2004 (vs € 2, 245 m under French GAAP), ü affects consolidated net debt for nearly € 1. 6 bn mainly through: • the put option given by Casino to minority shareholders of FP/LP (€ 0. 9 bn) • the no de-recognition of Casino sold receivables (€ 0. 3 bn) • the reclassification of treasury stock (€ 0. 2 bn) Ø Financial transactions carried out in early 2005 led to an increase of € 673 m in consolidated shareholders’ equity together with a decrease of € 663 m in consolidated net debt: ü Undated Deeply Subordinated Notes with non-cumulative dividend (€ 600 m issued by Casino in January 2005) ü Cover of share purchase and subscription option plans allocated to the Group’s employees by call purchases and concomitant sales of treasury stocks April 25, 2005 4

Summary of P&L adjustments Current operating income increases by 4. 7% under IFRS €

Summary of P&L adjustments Current operating income increases by 4. 7% under IFRS € 1, 056 m € 1, 130 m € 1, 079 m 2003 French GAAP + 4. 7 % 2004 IFRS Net income, Group’s share increases by 29. 1% under IFRS € 108 m € 71 m € 55 m April 25, 2005 2003 2004 + 29. 1 % 2004 5

Summary of balance sheet adjustments (1/3) Financial transactions carried out since January 1, 2005

Summary of balance sheet adjustments (1/3) Financial transactions carried out since January 1, 2005 enabled consolidated net financial debt to be reduced by € 663 m € 7, 894 m € 7, 231 m Other Reclass. of treasury stocks € 6, 266 m € 6, 230 m Put FP/LP No derecognition of sold receivables +€ 215 m Deeply subordinated Sales of notes treasury -€ 584 m stocks +€ 307 m -€ 79 m +€ 189 m +€ 917 m FGAAP IFRS excluding 32/39 IFRS including 32/39 and 2005 financial transactions Casino Rallye holding GGS April 25, 2005 6

Summary of balance sheet adjustments (2/3) Financial transaction carried out since 1 January, 2005

Summary of balance sheet adjustments (2/3) Financial transaction carried out since 1 January, 2005 enabled consolidated shareholders’ equity to increase by € 673 m € 3, 856 m € 3, 342 m sales of treasury Stocks € 3, 183 m +€ 84 m Reclass. of treasury stocks Puts given to minorities Other Deeply subordinated notes +€ 124 m +€ 589 m -€ 69 m -€ 228 m FGAAP IFRS excluding 32/39 April 25, 2005 IFRS including 32/39 and 2005 financial transactions 7

Summary of balance sheet adjustments (3/3) Rallye holding net debt is stable at €

Summary of balance sheet adjustments (3/3) Rallye holding net debt is stable at € 2. 2 bn and the cover of net debt by assets remains unchanged as at December 31, 2004 (IFRS vs FRGAAP) € 3. 7 bn x 1. 65 € 2. 2 bn Casino: € 3. 1 bn Groupe Go Sport: € 0. 2 bn Financial inv. : € 0. 3 bn Treasury stocks: € 0. 1 bn Revalued assets* Net Debt (restated exchangeable bonds in the money) * Non-listed assets valued at their net accounting value at 12/31/04 April Listed assets valued at closing market price at 12/31/04: - Casino ordinary share: € 58. 80 / Casino preferred share: € 53. 80 - Groupe Go Sport: € 56. 95 / Rallye: € 38. 10 25, 2005 8

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005 9

Options adopted by the Rallye Group Ø Ø First-time adoption (IFRS 1) ü Restatement

Options adopted by the Rallye Group Ø Ø First-time adoption (IFRS 1) ü Restatement of fixed assets (IAS 16) ü Actuarial gains and losses on pension commitments deemed to be zero at January 1, 2004 ü Recognition of cumulative translation differences in reserves at January 1, 2004 ü No retrospective restatement of business combinations recorded prior to January 1, 2004 Other options ü Early adoption of IAS 32 and 39 on financial instruments effective from January 1, 2004 The effects of conversion to IFRS on 2004 accounts presented in the following slides are net of tax April 25, 2005 10

New P&L presentation (1/2) Net sales Other operating revenues Revenues from ordinary activities Cost

New P&L presentation (1/2) Net sales Other operating revenues Revenues from ordinary activities Cost of sales Commercial margin Personnel costs New sub-total, almost equivalent to operating income under French GAAP External expenses Depreciation and provisions Other operating revenues and expenses Current operating income Stated before tax, including impairment of goodwill and assets, gains and losses on disposals and other non-recurring items generally reported as exceptional items under French GAAP Other expenses and revenues Operating income April 25, 2005 New sub-total 11

New P&L presentation (2/2) Operating income New sub-total Financial expense New presentation of net

New P&L presentation (2/2) Operating income New sub-total Financial expense New presentation of net financial expense, instead of single line under French norms Other financial income and expense Profit before tax Income tax Equity income Represents total taxes Elimination of exceptional result Goodwill amortisation eliminated Net current income before operations for divestment or discontinuation Divested and discontinued operations New sub-total Net income Minority interests Net income, Group’s share April 25, 2005 12

IAS 14 – Segment reporting PRINCIPLE Ø Disclosure by business segment and geographic zone

IAS 14 – Segment reporting PRINCIPLE Ø Disclosure by business segment and geographic zone is compulsory Ø The norm allows companies to prioritise either geographic zone or business segment APPLICATION Ø Rallye has selected business segment as its primary reporting segment ü 3 segments: general retail, sporting goods and other (financial investments) ü Required disclosure: sales, asset value, capital expenditure, liabilities, current operating income, equity income, value of liabilities, non-cash expenses (depreciation and provisions) Ø Rallye’s secondary reporting segment is geographic zone ü 6 zones: France, Europe excluding France, North America, Latin America, Asia, Indian Ocean ü Required disclosure: sales, asset value, capital expenditure April 25, 2005 13

IAS 16 – Property, plant and equipment (1/2) PRINCIPLE Ø IFRS 1 allows first-time

IAS 16 – Property, plant and equipment (1/2) PRINCIPLE Ø IFRS 1 allows first-time adopters at January 1, 2004 to retain fair value as deemed cost Ø For subsequent valuation after initial accounting, two treatments are allowed: depreciated cost or periodic revaluation Ø The depreciation period corresponds to the asset’s useful life and the depreciable amount corresponds to the cost of the asset net, if appropriate, of any residual value APPLICATION Ø At January 1, 2004, land belonging to centralised property companies, Monoprix and Franprix/Leader Price warehouses has been revalued IMPACTS 12/31/2004 Shareholders’ equity April 25, 2005 Casino GGS Rallye Total + € 495 m - - + € 495 m 14

IAS 16 – Property, plant and equipment (2/2) APPLICATION Ø For subsequent valuation, the

IAS 16 – Property, plant and equipment (2/2) APPLICATION Ø For subsequent valuation, the Group will apply the treatment of depreciated cost Ø The depreciation period for buildings has been increased to 40 years (from 20 years under French GAAP) to better reflect the actual useful life of the assets concerned, with a residual value of zero IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity + € 279 m - - + € 279 m 2004 net income + € 24 m - - + € 24 m April 25, 2005 15

IAS 17 – Leases PRINCIPLE Ø Financial lease contracts (leases that transfer almost all

IAS 17 – Leases PRINCIPLE Ø Financial lease contracts (leases that transfer almost all risks and advantages inherent to the relevant asset to the lessee) must be activated with a corresponding increase in financial debt APPLICATION Ø This method was already applied to the majority of the Group’s financial leases under French GAAP Ø Only a number of credit lease contracts (real estate and assets relating to handling, safety equipment and long-term leases) were not recognised and must be retrospectively IMPACTS 12/31/2004 Shareholders’ equity Net debt April 25, 2005 Casino GGS Rallye Total - € 1 m - € 0. 6 m - - € 1. 6 m + € 33 m + € 3. 3 m - + € 36. 3 m 16

IAS 18 & IAS 2 – Revenues from ordinary activities and inventories PRINCIPLE Ø

IAS 18 & IAS 2 – Revenues from ordinary activities and inventories PRINCIPLE Ø The definition of revenues from ordinary activities under IFRS necessitates different accounting, with sales either reclassified as « other revenues » , or deducted as a charge (cost of sales, advertising, …) Ø The cost of inventories must include all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition APPLICATION Ø In consolidated 2004 accounts, part of French GAAP sales amounting to € 1, 992 m (€ 1, 984 m for Casino and € 8 m for Groupe Go Sport) have been reclassified as « other revenues » or as a deduction from « cost of sales of products sold » Ø Benefits from suppliers and logistical costs (warehousing and warehouse-to-store delivery) are included in the calculation of the value of consolidated inventories IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity - € 131 m - - - € 131 m 2004 net income - € 16 m - - - € 16 m April 25, 2005 17

IAS 19 & IFRS 2 – Employee benefits – Share-based payment PRINCIPLE Ø All

IAS 19 & IFRS 2 – Employee benefits – Share-based payment PRINCIPLE Ø All post-employment benefits must be recognised Ø Actuarial gains and losses on post-employment must be recognised as profit or loss Ø The fair value of employee stock options must be recognised as an expense over the vesting period APPLICATION Ø The Group’s post-employment benefit obligations were already recognised under French GAAP Ø Actuarial gains and losses are recognised in P&L over a 10% corridor Ø The norm dealing with options applies to plans granted since November 7, 2002 IMPACTS 12/31/2004 net income April 25, 2005 Casino GGS Rallye Total - € 11 m - € 0. 3 m - € 1. 0 m - € 12. 3 m 18

IAS 27 – Accounting of investments in subsidiaries PRINCIPLE Ø Consolidated financial statements are

IAS 27 – Accounting of investments in subsidiaries PRINCIPLE Ø Consolidated financial statements are the financial statements of a group of companies controlled by a parent company. Control is the power to govern the financial and operating policies of a company so as to obtain benefits from its activities Ø Current immediately exercisable call options must be taken into account to determine the nature of control of the company APPLICATION Ø The only change compared to the Group’s current practice is the requirement to take into account call options to determine the level of control Ø Following renegotiation of agreements with Dutch banks, the Group has chosen to consolidate Laurus by the equity method in 2004 April 25, 2005 19

IAS 36 – Impairment of assets PRINCIPLE Ø Goodwill is no longer amortised but

IAS 36 – Impairment of assets PRINCIPLE Ø Goodwill is no longer amortised but is, like other assets, tested for impairment and any depreciation is irreversible Ø Asset impairment tests consists of comparing an asset’s net book value with its recoverable value. The recoverable value of an asset is the higher of its net price at sale and its value use (value updated by discounting future cash flow) APPLICATION Ø Net income is mechanically improved by the goodwill amortisation amount Ø The Group’s assets were already subject to regular impairment tests under French GAAP. There is no significant difference in method with IFRS norms, the impact on shareholder’s equity amounts to - € 17 m IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity + € 37 m - € 2 m + € 26 m + € 61 m 2004 net income + € 52 m + € 0. 2 m + € 26 m + € 78. 2 m April 25, 2005 20

IAS 38 – Intangible assets PRINCIPLE Ø Assets that do not match with the

IAS 38 – Intangible assets PRINCIPLE Ø Assets that do not match with the definition of intangible asset (non-monetary element with no physical substance, identifiable and separable, controlled by the company and leading to future economic benefits) are recognised as goodwill. However, the proportion of these assets corresponding to minority interests is not recognised as goodwill and is subject to cancellation by shareholders’ equity APPLICATION Ø Commercial locations and market share do not fulfil the above criteria and are therefore reclassified as Goodwill without recognising minority interests IMPACTS 12/31/2004 Shareholders’ equity April 25, 2005 Casino GGS Rallye Total - € 245 m - - € 351 m - € 596 m 21

Other norms IAS 12 – Deferred taxes Ø Deferred taxes are no longer discounted

Other norms IAS 12 – Deferred taxes Ø Deferred taxes are no longer discounted under IFRS IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity - € 46 m - - - € 46 m 2004 net income - € 6 m - - - € 6 m Deferred expenses Ø Deferred expenses are no longer recognised under IFRS IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity - € 12 m - - - € 12 m 2004 net income + € 5 m - - + € 5 m April 25, 2005 22

IAS 32/39 – Early adoption as of January 1, 2004 (1) Financial instruments: Commitments

IAS 32/39 – Early adoption as of January 1, 2004 (1) Financial instruments: Commitments to minority interests PRINCIPLE Ø Commitments given (puts) to minority shareholders of fully consolidated subsidiaries must be recognised in debt at their discounted value APPLICATION Ø Commitments given (puts) to minority shareholders, essentially Franprix/Leader Price, are recognised as financial debt at their current value. This leads, in addition to the elimination of corresponding minority interests, to an equivalent increase in goodwill for the Group IMPACTS 12/31/2004 Shareholders’ equity Net debt 2004 net income (*) Casino GGS Rallye Total - € 69 m - - - € 69 m + € 917 m - - + € 917 m - € 14 m - - - € 14 m (*) Net income is impacted by the reversal of debt discounting adjustment April 25, 2005 23

IAS 32/39 – Early adoption as of January 1, 2004 (2) Financial instruments: Treasury

IAS 32/39 – Early adoption as of January 1, 2004 (2) Financial instruments: Treasury stock PRINCIPLE Ø All treasury shares held by the company must be recorded as a deduction from shareholders’ equity, whatever the purpose for which they are being held. Consequently, purchases and sales of treasury stock no longer have an effect on the P&L (provisions, capital gain/loss) APPLICATION Ø Treasury shares are no longer recorded as assets, under marketable securities, but as a deduction from shareholders’ equity Ø Their cancellation leads to a mechanical increase in Rallye’s percentage of interest IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity - € 203 m - € 4 m - € 21 m - € 228 m Net debt + € 164 m + € 21 m + € 189 m 2004 net income (*) + € 59 m - - + € 59 m Gain in % of interest +1. 4 % +3. 9 % (*) The impact on Casino’s net income corresponds to the reversal of provision registered under French GAAP April 25, 2005 24

IAS 32/39 – Early adoption as of January 1, 2004 (3) Financial instruments: Sales

IAS 32/39 – Early adoption as of January 1, 2004 (3) Financial instruments: Sales of receivables PRINCIPLE Ø Receivables and debts must be retained as assets or liabilities if the company retains their contractual rights and obligations APPLICATION Ø All receivables under Casino current sales programme have been recognised in the balance sheet IMPACTS 12/31/2004 Net debt April 25, 2005 Casino GGS Rallye Total + € 307 m - - + € 307 m 25

IAS 32/39 – Early adoption as of January 1, 2004 (4) Financial instruments: Other

IAS 32/39 – Early adoption as of January 1, 2004 (4) Financial instruments: Other shareholders’ equity PRINCIPLE Ø Other shareholders’ equity is no longer recognised under IFRS. The substance of the transaction determines the classification of the financial instrument as debt or partly as shareholders’ equity APPLICATION Ø Nesitic undated subordinated bonds (December 2001) are reclassified as financial debt IMPACTS 12/31/2004 Net debt April 25, 2005 Casino GGS Rallye Total + € 162 m - - + € 162 m 26

IAS 32/39 – Early adoption as of January 1, 2004 (5) Hybrid financial instruments

IAS 32/39 – Early adoption as of January 1, 2004 (5) Hybrid financial instruments at depreciated cost PRINCIPLE Ø In the case of hybrid financial instruments, IFRS norms distinguish « debt » with « derivative » features. If the derivative component is an equity instrument (shares of the issuer or one of its consolidated subsidiaries), the latter is allocated to shareholders’ equity Ø Fees, issuing and redemption premiums, registered in « deferred expenses » or in provisions under French GAAP, are included in the depreciated cost of financial debts and therefore must be amortised through an actuarial computation APPLICATION Ø Rallye’s exchangeable bonds and OCEANE are affected by the treatment of hybrid financial instruments IMPACTS 12/31/2004 Shareholders’ equity Net debt 2004 net income April 25, 2005 Casino GGS Rallye Total - - + € 58 m - € 18 m - - € 49 m - € 67 m - - - € 37 m 27

IAS 32/39 – Early adoption as of January 1, 2004 (6. a) Financial instruments:

IAS 32/39 – Early adoption as of January 1, 2004 (6. a) Financial instruments: Derivatives PRINCIPLE Ø Derivative instruments (options, swaps…) are recognised in the balance sheet at fair value and variation in fair value are recognised in the P&L Ø The norm allows for the principle of hedge accounting being applied. In this case, debt is accounted at fair value and any variation in fair value is recognised in the P&L APPLICATION Ø Call options on shares (mainly Laurus, Cora and Disco Uruguay) are recognised in the balance sheet at fair value. Any premiums on the acquisition price of options are added to financial debt IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholders’ equity + € 29 m - - € 7 m + € 22 m Net debt + € 76 m - + € 28 m + € 104 m 2004 net income - € 47 m - + € 5 m - € 42 m April 25, 2005 28

IAS 32/39 – Early adoption as of January 1, 2004 (6. b) Financial instruments:

IAS 32/39 – Early adoption as of January 1, 2004 (6. b) Financial instruments: Derivatives APPLICATION Ø Rallye Group applies the principle of hedge accounting to limit earnings volatility IMPACTS 12/31/2004 Casino GGS Rallye Total Net debt - € 14 m - - - € 14 m 2004 net income + € 8 m - - + € 8 m April 25, 2005 29

IAS 32/39 – Early adoption as of January 1, 2004 (7) Other points LOANS,

IAS 32/39 – Early adoption as of January 1, 2004 (7) Other points LOANS, RECEIVABLES AND LONG-TERM DEBT Ø Loans, receivables and long-term debt must be discounted IMPACTS 12/31/2004 Casino GGS Rallye Total Shareholder’s equity - € 19 m ns - - € 19 m 2004 net income - € 2 m ns - - € 2 m UNCONSOLIDATED HOLDINGS Ø Shares in unconsolidated companies and assets « available for sale » are valued at fair value Shareholder’s equity Casino (*) GGS Rallye (**) Total + € 39 m - + € 19 m + € 58 m (*) securities of unconsolidated companies (**) Rallye’s investment portfolio April 25, 2005 30

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005

Overview Ø Introduction Ø Summary Ø Review of norms Ø Appendices April 25, 2005 31

Appendice 1: Simplified 2004 IFRS P&L in million euros Net sales Cost of sales

Appendice 1: Simplified 2004 IFRS P&L in million euros Net sales Cost of sales Other operating revenues and expenses Operating income Net financial expense Current income before tax Tax on current income Current income after tax Exceptional items, net of tax Net income of consolidated companies Equity income Net income before goodwill amortisation Goodwill amortisation Net income Minority interests Net income, Group’s share April 25, 2005 French GAAP 23, 835 (17, 345) (5, 411) 1, 079 (222) 857 (328) 529 (91) 438 38 476 (79) 397 (342) 55 in million euros Net sales Other operating revenues Cost of sales Other operating revenues and expenses Current operating income Other expenses and revenues Operating income Financial expense Other financial income and expense Profit before tax Income tax IFRS 21, 841 238 (16, 230) (4, 719) 1, 130 39 1, 169 (396) Equity income Net current income brefore divested activities Profit (loss) from divested assets Net income Minority interests Net income, Group’s share 773 (365) 33 440 0 440 (369) 71 32

Appendice 2: Reconciliation of net debt and shareholders’ equity IFRS 2004 (in million euros

Appendice 2: Reconciliation of net debt and shareholders’ equity IFRS 2004 (in million euros ) French GAAP IAS 16 • Depreciation period of buildings • Revaluation of land IAS 38 : Minority interests not recognised Other norms detailed in presentation Cumulative impact of other non-significant items Shareholders’ equity 3, 342 Net debt 6, 230 279 495 (596) (129) (35) 36 - 3, 356 6, 266 (69) 917 (228) 189 - 307 118 6 185 3, 183 7, 894 • Deeply subordinated notes issue (January 2005) 589 (584) • Calls purchased to cover stock options (25) 25 • Sales of treasury stock (January and February 2005) 109 (104) 3, 856 7, 231 IFRS before effect of IAS 32 -39 • Puts given to minorities • Reclassification of treasury stocks • No de-recognition of sold receivables • Other impacts detailed in presentation • Cumulative impact of other non-significant items IFRS including IAS 32 -39 and effect of 2005 financial transactions April 25, 2005 30 33