7.1 2022 consolidated financial statements and notes

Consolidated balance sheet

ASSETS

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Non-current assets            
Intangible assets   4.3   79,777   31,574
Goodwill   4.2   1,719,170   1,231,635
Property, plant and equipment   4.1.1   1,662,305   1,268,465
Property, plant and equipment – right-of-use assets   4.1.2   221,748   166,288
Interests in joint ventures   9   305,127   322,171
Other financial assets   4.5.1   204,636   132,482
Deferred tax   4.6   18,911   12,913
Other non-current assets   4.5.3   9,542   10,408
TOTAL NON-CURRENT ASSETS (I)       4,221,216   3,175,936
Current assets            
Inventory and work in progress   4.7   616,010   543,893
Trade and other receivables   4.5.4   770,421   622,478
Tax receivables       36,018   21,901
Other current assets   4.5.2   21,469   23,426
Cash and cash equivalents   4.5.5   804,907   874,890
TOTAL CURRENT ASSETS (II)       2,248,825   2,086,588
TOTAL ASSETS (I + II)       6,470,041   5,262,524

 

EQUITY AND LIABILITIES

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Equity – Group share            
Share capital       128,692   128,177
Share premium       1,550,120   1,547,236
Retained earnings       1,054,652   941,249
TOTAL       2,733,464   2,616,662
NON-CONTROLLING INTERESTS       126,826   119,703
EQUITY (I)   4.8   2,860,290   2,736,365
Non-current liabilities            
Borrowings and financial debt   4.10.1   1,299,607   805,667
Lease liabilities   4.10.1   196,914   138,175
Deposit/consignment       148,588   138,828
Provisions for pensions and other employee benefit obligations   4.12   40,163   56,438
Other provisions   4.11   98,008   159,825
Deferred tax   4.6   92,480   63,071
Other non-current liabilities   4.10.3   94,509   3,214
TOTAL NON-CURRENT LIABILITIES (II)       1,970,269   1,365,218
Current liabilities            
Borrowings and short-term bank borrowings (portion due in less than one year)   4.10.1   791,501   507,521
Lease liabilities (portion due in less than one year)   4.10.1   27,735   23,742
Trade and other payables   4.10.4   781,742   601,605
Current tax liabilities       28,771   23,318
Other current liabilities   4.10.3   9,733   4,755
TOTAL CURRENT LIABILITIES (III)       1,639,482   1,160,941
TOTAL EQUITY AND LIABILITIES (I + II + III)       6,470,041   5,262,524

 

Consolidated income statement

(in thousands of euros)   Notes   Change   31/12/2022   31/12/2021
NET REVENUE   5.1   +55%   7,134,728   4,589,446
Consumed purchases   5.2       (5,690,380)   (3,319,645)
External expenses   5.4       (403,404)   (415,461)
Payroll expenses   5.3       (236,965)   (199,479)
Taxes           (134,485)   (122,564)
EBITDA       +26%   669,494   532,297
Other operating income           940   3,106
Net depreciation and provisions   5.5       (167,747)   (136,530)
Other operating income and expenses   5.6       6,327   (7,045)
EBIT       +30%   509,014   391,828
Other operating income and expenses   5.7       (58,136)   4,802
Operating income before share of net income from joint ventures       +14%   450,878   396,630
Share of net income from joint ventures   9       5,732   5,906
Operating income after share of net income from joint ventures       +13%   456,610   402,536
Income from cash and cash equivalents           11,868   9,645
Gross interest expense and cost of debt           (42,363)   (22,220)
Cost of net financial debt   5.8   +143%   (30,495)   (12,575)
Interest expense on lease liabilities           (10,234)   8,565
Other finance income and expenses   5.9       (80,116)   (11,456)
Profit (loss) before tax       -9%   335,765   369,940
Income tax   5.10       (63,862)   (65,201)
Net income       -11%   271,903   304,739
Net income, Group share       -10%   262,896   292,569
Net income, non-controlling interests       -26%   9,007   12,170
Earnings per share (in euros)   5.11   -10%   2.56   2.86
Diluted earnings per share (in euros)   5.11   -11%   2.55   2.86

 

Statement of other comprehensive income

(in thousands of euros)   31/12/2022   31/12/2021
TOTAL CONSOLIDATED NET INCOME (I)   271,903   304,739
Foreign exchange differences (excluding joint ventures)   (8,141)   47,748
Hedging instruments   39,732   4,715
Income tax on hedging instruments   (10,263)   (1,249)
Financial assets at fair value through comprehensive income   (14,020)   (11,642)
Restatements due to hyperinflation   2,787   3,333
Taxes on restatements due to hyperinflation   (1,177)   (1,034)
Items recyclable in P&L from joint ventures   10,818   1,916
Items that will subsequently be recycled in P&L (II)   19,736   43,787
Actuarial gains and losses   20,035   6,966
Income tax on actuarial gains and losses   (3,346)   (1,347)
Change in fair value of buyback option on non-controlling interests   (8,500)   -
Items not recyclable in P&L from joint ventures   307   350
Items that will not subsequently be recycled in P&L (III)   8,496   5,969
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III)   300,135   354,495
Share attributable to the owners of the Group’s parent company   289,852   341,390
Share attributable to non-controlling interests   10,283   13,105

 

Consolidated statement of changes in equity

CAPITAUX PROPRES AU 31 Shares
outstanding
Of which
treasury
shares
Share
capital
Share
premium
Treasury
shares
Consolidated
reserves and
earnings
Translation
differences
Shareholder’s
equity
attributable
to the owners
of the Group’s
parent
company
Non-
controlling
interests
Total
consolidated
equity
(in number of shares) (in thousands of euros)
EQUITY AS OF
31 DECEMBER 2020
103,630,677 58,087 129,538 1,593,902 (2,034) 1,012,305 (232,660) 2,501,051 119,282 2,620,333
Comprehensive income for the period           291,942 49,448 341,390 13,105 354,495
Change in interest                    
Share-based payments           4,386   4,386   4,386
Capital increase 3,044,687   3,806 101,327       105,133   105,133
Capital decrease (4,134,083)   (5,167) (147,993)       (153,160)   (153,160)
Treasury shares   15,035     85 (511)   (426)   (426)
Dividend payment           (181,715)   (181,715) (12,684) (194,399)
Other changes           3   3   3
EQUITY AS OF 31 DECEMBER 2021 102,541,281 73,122 128,177 1,547,236 (1,949) 1,126,410 (183,212) 2,616,662 119,703 2,736,365
Comprehensive income for the period           297,244 (7,392) 289,852 10,283 300,135
Change in interest           (3,437)   (3,437) 86,319 82,882
Buyback option on non-controlling interests*                 (81,800) (81,800)
Share-based payments           18,136   18,136 3,171 21,307
Capital increase 416,233   520 2,884       3,404 372 3,776
Capital decrease (3,948)   (5)         (5)   (5)
Treasury shares   11,865     (41) (39)   (80)   (80)
Dividend payment           (191,061)   (191,061) (11,219) (202,280)
Other changes           (7)   (7) (3) (10)
EQUITY AS OF
31 DECEMBER 2022
102,953,566 84,987 128,692 1,550,120 (1,990) 1,247,246 (190,604) 2,733,464 126,826 2,860,290

* The impact of changes in the scope of consolidation is described in note 3.

Consolidated statement of cash flows

(in thousands of euros)   31/12/2022   31/12/2021
TOTAL CONSOLIDATED NET INCOME FROM CONTINUING OPERATIONS   271,903   304,739
Adjustments:        
Elimination of income of joint ventures   (5,732)   (5,906)
Elimination of depreciation and provisions   100,928   163,201
Elimination of profit and loss from disposals   84   (599)
Elimination of dividend earnings   (190)   (91)
Other income and expenditure with no impact on cash and cash equivalents(1)   65,270   3,468
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND INCOME TAX   432,263   464,812
Elimination of income tax expenses   63,862   65,201
Elimination of the cost of net financial debt and interest expense on lease liabilities   40,729   21,140
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND INCOME TAX   536,854   551,153
Impact of change in working capital*   (31,353)   (214,456)
Income tax paid   (84,543)   (42,039)
CASH FLOWS RELATED TO OPERATING ACTIVITIES   420,958   294,658
Impact of changes to consolidation scope (cash acquired – cash disposed)   57,031   -
Acquisition of financial assets: Retail & Marketing division   -   (83,985)
Acquisition of financial assets: Renewable Electricity Production division(2)   (341,122)   -
Disposal of financial assets: Retail & Marketing division   -   3,463
Acquisition of property, plant and equipment and intangible assets   (258,416)   (205,682)
Change in loans and advances granted   (451)   (1,653)
Disposal of property, plant and equipment and intangible assets   5,942   8,733
(Acquisition)/disposal of other financial assets   (2,779)   (157)
Dividends received   34,609   20,298
Other cash flows from investing activities(3)   4,063   -
CASH FLOWS RELATED TO INVESTING ACTIVITIES   (501,123)   (258,983)

 

Consolidated statement of cash flows (continued)

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Capital increase   4.8   3,404   6,995
Share buyback (capital decrease)   4.8   (5)   (153,160)
(Acquisition)/disposal of treasury shares       (41)   85
Borrowings issued   4.10.1   1,191,102   730,694
Borrowings repaid   4.10.1   (847,812)   (677,276)
Repayment of lease liabilities   4.10.1   (33,180)   (40,827)
Net interest paid(4)       (38,908)   (20,923)
Dividends payable       (191,061)   (83,577)
Dividends payable to non-controlling interests       (11,303)   (13,191)
Acquisition of financial assets: Renewable Electricity Production division       (5,306)    
Other cash flows from financing operations(2)       (41,975)    
CASH FLOWS RELATED TO FINANCING ACTIVITIES       24,915   (251,180)
Impact of exchange rate changes       (14,733)   8,811
CHANGE IN CASH AND CASH EQUIVALENTS       (69,983)   (206,694)
Cash flows from continuing operations            
Opening cash and cash equivalents(5)   4.5.5   874,890   1,081,584
Change in cash and cash equivalents       (69,983)   (206,694)
Closing cash and cash equivalents(5)   4.5.5   804,907   874,890
Financial debt excluding lease liabilities   4.10.1   (2,091,108)   (1,313,188)
Cash and cash equivalents net of financial debt       (1,286,201)   (438,298)
(1) Including change in fair value of financial instruments, IFRS 2 expense, goodwill (impairment), etc.
(2) The impact of changes in the scope of consolidation is described in note 3.
(3) See note 5.7.
(4) Net financial interest paid includes the impacts related to restatements of leases (IFRS 16).
(5) Cash and cash equivalents net of bank overdrafts.
* Breakdown of the impact of change in working capital       31/12/2022   31/12/2021
Impact of change in inventories and work in progress   4.7   (77,342)   (205,280)
Impact of change in trade and other receivables   4.5.4   (142,683)   (150,960)
Impact of change in trade and other payables   4.10.4   188,672   141,784
Impact of change in working capital       (31,353)   (214,456)

 

Notes to the consolidated financial statements for the year ended 31 December 2022

Note 1.   General

1.1   Annual financial information

The financial statements for the year ended 31 December 2022 were finalised by the Management Board on 15 March 2023 and approved by the Supervisory Board on 16 March 2023.

The 2022 consolidated financial statements have been prepared in accordance with the international accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Union. These standards include IFRS (International Financial Reporting Standards) and IAS (International Accounting Standards), as well as the interpretations of the IFRS Interpretations Committee.

1.2   Overview of the Group’s activities

Rubis SCA (hereinafter “the Company” or, together with its subsidiaries, “the Group”) is a Partnership Limited by Shares registered and domiciled in France. Its registered office is located at 46, rue Boissière 75116 Paris, France.

The Rubis Group operates three businesses in the energy sector:

•   the Retail & Marketing activity, which specialises in the distribution of fuels (in service stations or to professionals), lubricants, liquefied gas and bitumen;

•   the Support & Services activity, which houses all infrastructure, transport, supply and services activities that support the development of downstream distribution and marketing activities;

•   the Renewable Electricity Production division (Rubis Renouvelables), developed since April 2022 with the acquisition of 80% of Photosol, one of the main independent producers of photovoltaic electricity in France.

Since 30 April 2020, the Rubis Terminal activity has been consolidated in the Group’s financial statements using the equity method. The Rubis Terminal joint venture (hereinafter “Rubis Terminal”) specialises in the Bulk Liquid Storage of products (fuels, chemicals and agrifood products) for commercial and industrial customers.

The Group is present in Europe, Africa and the Caribbean.

Note 2.   Accounting policies

2.1   Basis of preparation

The consolidated financial statements are prepared based on historical costs with the exception of certain categories of assets and liabilities, in accordance with IFRS rules. The categories concerned are specified in the notes below.

To prepare its financial statements, the Group’s Management must make estimates and assumptions that affect the carrying amount of assets and liabilities, income and expenses, and the data disclosed in the notes to the financial statements.

The Group’s Management makes these estimates and assessments on an ongoing basis according to past experience as well as various factors that are deemed reasonable and that constitute the basis for these assessments.

The amounts that will appear in its future financial statements may differ from these estimates, in accordance with changes in these assumptions or different conditions.

The main estimates made by Group Management relate, in particular, to the fair values of assets and liabilities acquired in business combinations, the recoverable value of goodwill, intangible assets and property, plant and equipment, and the measurement of employee benefit obligations (including share-based payments), the measurement of other provisions and leases (lease term used and borrowing rates, described in note 4.1.2).

The consolidated financial statements for the year ended 31 December 2022 include the financial statements of Rubis SCA and its subsidiaries.

The financial statements of foreign subsidiaries are prepared in their functional currency.

The results and financial position of Group subsidiaries whose functional currency differs from the reporting currency (i.e., the euro) and is not the currency of an economy in hyperinflation, are translated according to the following principles:

•   assets and liabilities are translated at the exchange rate prevailing as of the reporting date;

•   income and expenses are translated at the average exchange rate for the period;

•   these exchange differences are recognised in other comprehensive income, under “Foreign exchange reserves”;

•   cumulative translation differences are reclassified to profit or loss in the event of the disposal or liquidation of the equity interest to which they relate.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rates prevailing as of the balance sheet date.

Since 2021, Suriname has been a hyperinflationary country. The impacts of hyperinflation in this country were not material across the Group over the financial year.

All significant transactions conducted between consolidated companies as well as internal profits are eliminated.

Foreign exchange differences arising from the elimination of transactions and transfers of funds denominated in foreign currencies between consolidated companies, are subject to the following accounting treatment:

•   foreign exchange differences arising from the elimination of internal transactions are recorded as “Translation differences” in equity and as “Non-controlling interests” for the portion attributable to third parties, thereby offsetting their impact on consolidated income;

•   foreign exchange differences on fund movements for reciprocal financing are classified under a separate heading in the consolidated statement of cash flows.

The consolidated financial statements are denominated in euros and the financial statements are presented in thousands of euros.

2.2   Accounting standards applied

STANDARDS, INTERPRETATIONS AND AMENDMENTS APPLICABLE AS OF 1ST JANUARY 2022

The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the reporting date, were applied for the first time in 2022:

Standard/Interpretation       Date of mandatory
application
Amendments to IAS 16   Proceeds before intended use   1st January 2022
Amendments to IAS 37   Onerous contracts – costs of fulfilling a contract   1st January 2022
Amendments to IFRS 3   Reference to the conceptual framework   1st January 2022
Annual improvements (2018-2020 cycle) to IFRS   Relevant standards: IFRS 1, IFRS 9, IFRS 16 and IAS 41   1st January 2022

The first-time application of these standards, interpretations and amendments did not have a material impact on the Group’s financial statements.

STANDARDS, INTERPRETATIONS AND AMENDMENTS FOR WHICH EARLY APPLICATION MAY BE CHOSEN

The Group has not opted for the early adoption of the standards, interpretations and amendments whose application is not mandatory as of 31 December 2022 or which have not yet been adopted by the European Union.

SPECIFIC INFORMATION ON THE CONSEQUENCES OF THE CONFLICT BETWEEN UKRAINE AND RUSSIA AND THE MACROECONOMIC ENVIRONMENT

The Group does not carry out any transactions in Ukraine or Russia and has no assets in this territory. In addition, it does not source from Ukrainian or Russian suppliers. To date, the Group has not identified any direct exposure to this risk.

In an uncertain geopolitical and economic context, the financial statements are impacted by global inflationary pressures, leading, through the actions of central banks to control inflation expectations, to a sharp rise in interest rates in 2022, with the following main consequences:

•   an increase in the weighted average cost of capital used for impairment testing on goodwill (see note 4.2);

•   an increase in the fair value of the financial instruments used by the Group to hedge its variable-rate debt (see note 4.5);

•   an increase in the actual discount rates for the actuarial assumptions used for employee benefit obligations, mainly explaining the decrease in employee benefit obligations in 2022 (see note 4.12).

Note 3. Scope of consolidation

Accounting policies

The Group applies IFRS 10, 11 and 12, as well as amended IAS 28, on the scope of consolidation.

Full consolidation

All companies in which Rubis exercises control, i.e., in which it has the power to influence the financial and operating policies in order to obtain benefits from their activities, are fully consolidated.

Control as defined by IFRS 10 is based on the following three criteria that must be met simultaneously in order to determine the exercise of control by the parent company:

•    the parent company has power over the subsidiary when it has effective rights that give it the ability to direct the relevant activities, i.e., activities that have a significant impact on the subsidiary’s returns. Power may be derived from voting rights (existing and/or potential) and/or contractual arrangements. The assessment of power depends on the nature of the relevant activities of the subsidiary, the decision-making process within it and the breakdown of the rights of its other shareholders;

•    the parent company is exposed or entitled to variable returns due to its ties with the subsidiary, which may vary depending on its performance;

•    the parent company has the ability to exercise its power to influence returns.

Joint arrangements

In a joint arrangement, the parties are bound by a contractual agreement giving them joint control of the Company. Joint control is deemed to exist when decisions regarding the relevant activities require the unanimous consent of the parties that collectively control the business.

Joint arrangements are classified in one of two categories:

•    joint operations: these are partnerships in which the parties exercising joint control over the business have direct rights to the assets and obligations for related liabilities, of the business. Joint operations are accounted for according to the percentage interest held by the Group in the assets and liabilities of each joint operation;

•    joint ventures: these are partnerships in which the parties exercising joint control over the business have rights to the net assets of the enterprise. The Group accounts for its joint ventures using the equity method, in accordance with IAS 28.

3.1   Scope of consolidation

The consolidated financial statements for the year ended 31 December 2022 include the Rubis SCA financial statements and those of its subsidiaries listed in note 12.

3.2   Changes in the scope of consolidation

The changes in the scope of consolidation concerned business combinations as defined by IFRS 3 and the acquisition of groups of assets.

Only the most material transactions are set out below.

ACQUISITION OF PHOTOSOL FRANCE

On 14 April 2022, Rubis completed the acquisition of 80% of Photosol (France), one of the independent leaders in photovoltaic energy in France. This acquisition creates the foundation for the development of the Group’s activities in renewable energies alongside its historical Energy Distribution activities via Rubis Énergie and its subsidiaries (Retail & Marketing and Support & Services) and Bulk Liquid Storage via the Rubis Terminal JV.

Photosol (France) is one of the main independent producers of renewable electricity in France, with a capacity of 384 MWp in operation, 119 MWp under construction and a project portfolio of over 3.5 GWp as of end-December 2022, and has 112 employees in France. Retaining a 20% stake, Photosol’s founders and Senior Managers remain committed to the development of the company.

The transaction meets the definition of a business combination as provided for in IFRS 3 “Business combinations” and has been recognised in the consolidated financial statements since 1st April 2022 (the date difference having no material impact as of 31 December 2022).

Rubis disbursed an amount of €341 million. The acquisition price of the Photosol securities on a 100% basis is €439 million. In addition, Rubis repaid a current account held by the founders in one of the Photosol entities for €42 million.

IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarises the assets acquired and liabilities assumed recognised on a provisional basis at the acquisition date:

Contribution at the date of consolidation on a 100% base (in thousands of euros)   01/04/2022
Fixed assets (including right-of-use assets)   414,888
Other financial assets   31,770
Inventories   1,428
Trade receivables, other receivables and other assets   26,818
Identified assets   474,904
Net financial debt (including lease liabilities)   (441,976)
Non-controlling interests   11,017
Provisions   (9,496)
Deferred tax liabilities   (18,718)
Current account liabilities   (42,347)
Trade payables, other payables and other liabilities   (74,966)
Liabilities assumed   (576,486)
Net assets acquired on a 100% base   (101,582)

The Group has identified the identifiable assets acquired and liabilities assumed at the transaction date. The main elements recognised as part of the business combination are:

•   an intangible asset of €40 million recognised in respect of long-term electricity purchase contracts concluded at a contractual fixed price with electricity distributors This intangible asset was measured at fair value using the direct intrinsic approach (the DCF method);

•   interest rate hedging derivatives measured at fair value and recorded in “Other financial assets” for €27 million.

The amounts described above have been valued on a provisional basis and reflect the preliminary results of the valuation work carried out by Rubis with the assistance of an independent valuation expert.

GOODWILL

In accordance with IFRS 3, the Group may measure non-controlling interests either at fair value (full goodwill method) or at the portion in the net identifiable assets of the acquired company (partial goodwill method). The Group has opted for the full goodwill method for the Photosol acquisition. Goodwill amounts to €541 million and mainly corresponds to the Group’s ability to complete the portfolio of projects identified at the acquisition date.

Non-controlling interests amounted to €87 million as of 1st April 2022.

BUYBACK OPTION ON NON-CONTROLLING INTERESTS

Finally, as part of the transaction, the Group (via its subsidiary Rubis Renouvelables) has undertaken to buy back all the ordinary shares held by the founders in two stages: 50% in 2027 and 50% in 2028. This buyback option is recognised as a liability based on the discounted future purchase price of the Rubis Photosol shares at the end of December 2026 and the end of December 2027 (enterprise value – net financial debt). The fair value thus determined at the acquisition date amounts to €82 million recognised in “Other non-current liabilities”, with a corresponding decrease in non-controlling interests presented in total equity.

The Photosol Group contributed to the Group’s earnings from 1st April 2022

Contribution to net income (in thousands of euros)   31/12/2022
(9 months)
Revenue   32,558
EBITDA   17,717
EBIT   (849)
Other operating income and expenses*   (22,475)
Cost of net financial debt   (7,297)
Corporate income tax   2,826
Total net income   (25,860)
Net income, Group share   (20,444)

* Mainly related to the acquisition.

Note 4.    Notes to the balance sheet

4.1   Property, plant and equipment and right-of-use assets

4.1.1    PROPERTY, PLANT AND EQUIPMENT

Accounting policies

The gross amount of property, plant and equipment corresponds to its acquisition cost.

Maintenance and repair costs are recorded as expenses as soon as they are incurred, except for those incurred to extend the useful life of the asset, in particular during shutdowns for major maintenance, which are then recorded as non-current assets and depreciated over the period between two shutdowns.

Depreciation is calculated according to the straight-line method for the estimated useful life of the various categories of non-current assets, as follows:

    Duration
Buildings   10 to 40 years
Technical facilities   10 to 20 years
Equipment and tools   5 to 30 years
Transport equipment   4 to 5 years
Facilities and fixtures   10 years
Office equipment and furniture   5 to 10 years

The depreciation periods result from the different types of property, plant and equipment within the various activities, in particular buildings, complex facilities and equipment or tooling.

Borrowing costs are included in non-current asset costs when significant.

As of 31 December 2022, no indication of impairment was identified.

Gross value
(in thousands of euros)
31/12/2021 Change
in scope
Acquisitions Disposals Reclassifications Translation
differences
31/12/2022
Other property, plant and equipment 313,136 1,566 21,132 (4,511) 7,942 (3,829) 335,436
Prepayments and down payments on property, plant and equipment 4,687   2,856 (2,432) (1,534) (56) 3,521
Assets in progress 177,842 71,028 106,569 (156) (137,293) (1,131) 216,859
Machinery, equipment and tools 1,779,667 165 76,180 (32,595) 65,834 19,772 1,909,023
Land and buildings 585,930 332,251 17,401 (3,518) 56,490 (8,459) 980,095
TOTAL 2,861,262 405,010 224,138 (43,212) (8,561) 6,297 3,444,934
Depreciation
(in thousands of euros)
31/12/2021 Change
in scope
Increases Disposals Reclassifications Translation
differences
31/12/2022
Other property, plant and equipment (165,125) (512) (16,392) 3,923 108 2,521 (175,477)
Facilities and equipment (1,159,066) (55) (84,321) 30,170 (58) (12,452) (1,225,782)
Land and buildings (268,606) (87,598) (28,584) 2,790 (832) 1,460 (381,370)
TOTAL (1,592,797) (88,165) (129,297) 36,883 (782) (8,471) (1,782,629)
NET VALUE 1,268,465 316,845 94,841 (6,329) (9,343) (2,174) 1,662,305

Changes in scope mainly relate to the acquisition of Photosol.

4.1.2   RIGHT-OF-USE ASSETS (IFRS 16)

Accounting policies

IFRS 16 defines the right of use conveyed by a lease as an asset which represents the lessee’s right to use the underlying asset for a given period. This right-of-use asset is recognised by the Group as of the effective date of the lease (when the asset becomes available for use).

The Group adopted the following exemptions under the standard:

•    leases with a term of less than 12 months did not give rise to the recognition of an asset or liability;

•    leases related to low-value assets were excluded.

The discount rates used to value rights of use were determined based on the incremental borrowing rate for the business segment in which the Group operates, plus a spread to reflect the specific economic environments of each country. These rates are defined according to the asset’s useful life.

The right-of-use asset is measured at cost, which includes:

•    the initial amount of the lease liability;

•    the advance payments made to the lessor, net of any benefits received from the lessor;

•    the significant initial direct costs incurred by the lessee for the conclusion of the lease, i.e., the costs that would not have been incurred if the lease had not been entered into;

•    the estimated cost of any dismantling or restoration of the leased asset in accordance with the terms of the lease, where appropriate.

The depreciation is booked on a straight-line basis over the term of the lease and is recognised as an expense in the income statement. The right-of-use asset is impaired if there is any indication of loss in value.

The lease term is the non-cancellable period during which the lessee has the right to use the underlying asset, after taking into account any renewal or termination options that the lessee is reasonably certain to exercise.

Non-current assets financed by finance leases are presented as assets under “Right-of-use assets”. The corresponding liability is recognised as a “Lease liability”.

Gross value
(in thousands of euros)
31/12/2021 Change
in scope
Acquisitions Disposals Translation
differences
31/12/2022
Other property, plant and equipment 904 9 253 (2) 4 1,168
Transport equipment 42,847 51 16,580 (22,395) 1,874 38,957
Machinery, equipment and tools 17,887   6,580   (1,665) 22,802
Land and buildings 181,419 51,300 18,935 (4,517) (3,265) 243,872
TOTAL 243,057 51,360 42,348 (26,914) (3,052) 306,799
Depreciation
(in thousands of euros)
31/12/2021 Change
in scope
Increases Disposals Translation
differences
31/12/2022
Other property, plant and equipment (207)   (239) 2 (1) (445)
Transport equipment (27,575)   (12,221) 22,290 (1,301) (18,807)
Machinery, equipment and tools (7,327)   (2,412)   290 (9,449)
Land and buildings (41,660)   (18,400) 1,841 1,869 (56,350)
TOTAL (76,769)   (33,272) 24,133 857 (85,051)
NET VALUE 166,288 51,360 9,076 (2,781) (2,195) 221,748

Changes in scope mainly relate to the acquisition of Photosol.

4.2   Goodwill

Accounting policies

Business combinations prior to 1st January 2010

Business combinations carried out prior to 1st January 2010 have been recognised according to IFRS 3 unrevised, applicable from that date. These combinations have not been restated, as revised IFRS 3 must be applied prospectively.

On first consolidation of a wholly controlled company, the assets, liabilities and contingent liabilities have been valued at their fair value in accordance with IFRS requirements. Valuation discrepancies generated at that time have been recorded in the relevant asset and liability accounts, including the non-controlling interests’ share, rather than solely for the proportion of securities acquired. The difference between the acquisition cost and the acquirer’s share of the fair value of the identifiable net assets in the acquired company is recognised in goodwill if positive and charged to income under “Other operating income and expenses” if negative (badwill).

Business combinations subsequent to 1st January 2010

IFRS 3 revised and IAS 27 amended modified the accounting policies applicable to business combinations carried out after 1st January 2010.

The main changes with an impact on the Group’s consolidated financial statements are:

•    recognition of direct acquisition expenses;

•    revaluation at fair value through profit and loss of interests held prior to the controlling interest, in the case of an acquisition via successive securities purchases;

•    the possibility of valuing non-controlling interests either at fair value or as a proportional share of identifiable net assets, on a case-by-case basis;

•    recognition at fair value of earn-out payments on the takeover date, with any potential adjustments being recognised in profit and loss if they take place beyond the assignment deadline;

•    adjustments of the price recorded on acquisitions made by the Group are presented in cash flows from investing activities on the same basis as the initial price.

In accordance with the acquisition method, on the date of takeover, the Group recognises the identifiable assets acquired and liabilities assumed at fair value. It then has a maximum of 12 months with effect from the acquisition date to finalise recognition of the business combination in question. Beyond this deadline, adjustments of fair value of assets acquired and liabilities assumed are recognised directly in the income statement.

Goodwill is determined as the difference between (i) the transferred counterpart (mainly the acquisition price and any earn-out payment excluding acquisition expenses) and the total non-controlling interests, and (ii) the fair value of assets acquired and liabilities assumed. When positive, this difference is recognised as an asset in the consolidated balance sheet or, when negative (badwill), under “Other operating income and expenses”.

After the adoption of the revised IFRS 3, an option exists for the measurement of non-controlling interests as of the acquisition date: either at the fraction they represent of the net assets acquired (the partial goodwill method) or at fair value (the full goodwill method). The option is available on a case-by-case basis for each business combination.

For the purpose of allocating goodwill generated during the various business combinations, the groups of cash-generating units (CGUs) used by Rubis are:

•    the Retail & Marketing activity (Europe);

•    the Retail & Marketing activity (Africa);

•    the Retail & Marketing activity (Caribbean);

•    the Support & Services activity;

•    the Photovoltaic Electricity Production activity.

This allocation was calculated based on the General Management’s organisation of Group operations and the internal reporting system, enabling not only business oversight, but also monitoring of the return on capital employed, i.e., the level at which goodwill is monitored for internal management purposes.

Goodwill impairment

Goodwill is subject to an impairment test at least once per year, or more frequently if there are indications of a loss in value, in accordance with the requirements of IAS 36 “Impairment of assets”. Annual tests are performed during the fourth quarter.

Impairment testing consists of comparing the recoverable value and the net carrying amount of the CGU or group of CGUs, including goodwill. A CGU is a uniform set of assets (or group of assets) whose continued use generates cash inflows that are largely independent of cash inflows generated by other groups of assets.

The recoverable value is the greater of the fair value less costs of disposal and value in use.

Value in use is determined on the basis of discounted future cash flows.

The fair value minus disposal costs corresponds to the amount that could be obtained from the disposal of the asset (or group of assets) under normal market conditions, minus the costs directly incurred to dispose of it.

When the recoverable value is lower than the net carrying amount of the asset (or group of assets), an impairment, corresponding to the difference, is recorded in the income statement and is charged primarily against goodwill.

These impairments of goodwill are irreversible.

(in thousands of euros) 31/12/2021 Change
in scope
Translation
differences
Impairment 31/12/2022
Retail & Marketing activity (Europe) 274,943   3,121   278,064
Retail & Marketing activity (Africa) 531,474   (8,026)   523,448
Retail & Marketing activity (Caribbean) 313,970   (9,376) (40,000) 264,594
Support & Services activity 111,248   906   112,154
Photovoltaic Electricity Production activity   540,910     540,910
GOODWILL 1,231,635 540,910 (13,375) (40,000) 1,719,170

Changes in scope correspond to the acquisition of Photosol.

Impairment testing as of 31 December 2022

Recoverable amounts are based on the value in use calculation.

For the Retail & Marketing activity:

•   value in use calculations are based on cash flow forecasts using the financial budgets, for the financial year 2023, and medium-term forecasts approved by Management at the reporting date. The forecast period used by management is generally three years. In rare cases, the Group has identified circumstances that require the consideration of longer periods. In East Africa, the duration of the business plans has been extended to six years to take into account the timeframe required, following the global Covid-related pandemic, to complete the renovation of the network acquired in 2019. Similarly, in Haiti, the economic, political and security context led management to extend the duration of the business plan to six years;

•   the main assumptions made concern volumes processed and unit margins. Cash flows are extrapolated by generally applying a growth rate of 2%.

For the Photovoltaic Electricity Production activity:

•   the value in use is based on cash flow projections over a period of 35 years, based on the business plan prepared by management, including the SPVs in operation and the portfolio of existing and future projects;

•   the main assumptions are the electricity resale price, discount rates and the Company’s ability to generate new projects.

The discount rate used, based on the concept of weighted average cost of capital (WACC), reflects current market assessments of the time value of money, and the specific risks inherent in each CGU or group of CGUs.

The following weighted discount rates are used:

CGU Group   2022 rate   2021 rate
Retail & Marketing activity (Europe)   5.7%   4.6%
Retail & Marketing activity (Africa)   12.0%   9.2%
Retail & Marketing activity (Caribbean)   10.3%   7.6%
Support & Services activity    12.1%   6.5%
Photovoltaic Electricity Production activity   8.5%    

The discount rates presented were determined by using the 2023 EBITDA of each country as the basis for the weighting for the CGU.

An impairment of €40 million was recognised as of 31 December 2022 reflecting the operational difficulties encountered by the Group in Haiti, given the political, economic and security environment in the country, which affects all business sectors. The recoverable value as of 31 December 2022 was determined on the basis of value in use. Value in use is based on expected cash flows. Given the current situation and the related uncertainties, the business plan period has been extended to six years and the cash flows have been discounted at a rate of 17.4%. A one-year lag in cash flow projections, without any change in financial assumptions, would have an impact of around €15 million on the amount of the impairment. In addition, a 1 point increase in the discount rate and a 1 point decrease in the growth rate would have an impact of €10 million and €5 million respectively on the amount of the impairment.

Sensitivity of recoverable values as of 31 December 2022

For the Retail & Marketing activity, excluding the Haiti CGU, a 1-point increase in the discount rate or a 1-point reduction in the growth rate would not result in the impairment of goodwill as of 31 December 2022.

Similarly, a 5% reduction in discounted future cash flows would not call into question the findings of the tests as of 31 December 2022.

For the Photovoltaic Electricity Production activity, analyses of sensitivity to price curves and to the discount rate exclude the risk of impairment of the Photosol goodwill as of 31 December 2022.

4.3     Intangible assets

Accounting policies

Intangible assets are accounted for at their acquisition cost.

Intangible assets with a finite useful life are amortised according to the straight-line method for the periods corresponding to their expected useful lives and are subject to an impairment test whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

In accordance with IFRS 15, the costs of obtaining contracts related to LPG distribution in France are capitalised as “Other intangible assets” and depreciated over the average useful life of the corresponding contracts (10 years).

An intangible asset resulting from development (or the development phase of an internal project) may be recognised if, and only if, the criteria defined by IAS 38.57 are met. For the Renewable Electricity Production division, development costs, direct and indirect, external or internal, are capitalised when the success of the corresponding projects is probable and the other criteria of IAS 38 are met. The Group considers that these criteria are met when a project falls within the development portfolio, i.e., when the contractual elements and technical studies indicate that the feasibility of a project is probable. When the conditions for the recognition of an internally generated asset are not met, project development expenses are recognised as expenses in the financial year in which they are incurred. The capitalisation of costs ends at the start-up of the plant’s operations.

In accordance with IAS 36 “Impairment of assets”, the Group examines whether there is an indication of impairment of intangible assets with a finite useful life and intangible assets in progress at the end of each reporting period. If such indications exist, the Group performs an impairment test to assess whether the carrying amount of the asset is higher than its recoverable value, defined as the higher of the fair value less transaction costs and value in use.

As of 31 December 2022, no indication of impairment was identified.

Gross value
(in thousands of euros)
31/12/2021 Change
in scope
Acquisitions Disposals Reclassifications Translation
differences
31/12/2022
Other concessions, patents, similar rights and development costs 26,437 5,908 3,659 (190) (511) (176) 35,127
Leases 2,404     (80)   (95) 2,229
Other intangible assets 32,161 41,320 3,768 (303) 149 89 77,184
TOTAL 61,002 47,228 7,427 (573) (362) (182) 114,540
               
Amortisation
(in thousands of euros)
31/12/2021 Change
in scope
Increases Disposals Reclassifications Translation
differences
31/12/2022
Other concessions, patents and similar rights (12,655) (221) (1,270) 42 9 228 (13,867)
Other intangible assets (16,773) (324) (4,048) 303   (54) (20,896)
TOTAL (29,428) (545) (5,318) 345 9 174 (34,763)
NET VALUE 31,574 46,683 2,109 (228) (353) (8) 79,777

Changes in scope mainly relate to the acquisition of Photosol.

At the time of the acquisition of Photosol (France), the Group recognised, in accordance with IFRS 3, the following intangible assets:

•   development costs of €5.9 million: concern expenses related to the development of renewable energy production projects, an activity carried out by Rubis Renouvelables;

•   an intangible asset of €40 million recognised in respect of long-term electricity purchase contracts concluded at a contractual fixed price with electricity distributors.

4.4      Interests in affiliates

Information about non-controlling interests, interests in joint operations and in joint ventures is given in notes 7 to 9.

4.5      Financial assets

Accounting policies

Financial assets are recognised and measured in accordance with IFRS 9 “Financial instruments”.

Classification and measurement

Financial assets are recognised in the Group balance sheet when the Group is a party to the instrument’s contractual provisions.

The classification proposed by IFRS 9 determines how assets are accounted for and the method used to measure them. Financial assets are classified based on two cumulative criteria: the management model applied to the asset and the characteristics of its contractual cash flows.

Based on the combined analysis of the two criteria, IFRS 9 distinguishes between three categories of financial assets, with measurement and accounting treatments specific to each category:

  the financial assets are measured at amortised cost; or

  the financial assets are measured at fair value through other comprehensive income; or

  financial assets at fair value through profit or loss

Financial assets at amortised cost mainly include bonds and negotiable debt securities, loans and receivables.

Financial assets at fair value through other comprehensive income mainly include equity securities, previously classified as securities held for sale.

Financial assets at fair value through profit or loss include cash, Sicav and other funds.

The Group used the fair value hierarchy in IFRS 7 to determine the classification level of the financial assets:

  level 1: quoted prices in active markets for identical assets or liabilities;

  level 2: use of data other than the quoted prices listed in level 1, which are observable for the assets or liabilities in question, either directly or indirectly;

  level 3: use of data relating to the asset or liability which are not based on observable market data.

Impairment of financial assets

IFRS 9 introduces an impairment model based on expected losses.

Measurement and recognition of derivative instruments

The Group uses derivative financial instruments to manage its exposure to fluctuations in interest rates, foreign exchange rates and raw material prices. The Group’s hedging policy includes the use of swaps, caps and floors. The derivative instruments used by the Group are valued at their fair value. Unless otherwise specified below, changes in the fair value of derivatives are always recorded in the income statement.

Derivative instruments may be designated as hedging instruments in a fair value or future cash flow hedging relationship:

  a fair value hedge protects the Group against the risk of changes in the value of any asset or liability, resulting from foreign exchange rate fluctuations;

  a future cash flow hedge protects the Group against changes in the value of future cash flows relating to existing or future assets or liabilities.

The Group only applies cash flow hedges.

Hedge accounting is applicable if:

  the hedging relationship is clearly defined and documented at the date it is set up;

  the hedging relationship’s effectiveness is demonstrated from the outset and throughout its duration.

As a consequence of the use of hedge accounting of cash flows, the effective portion of the change in fair value of the hedging instrument is recorded directly in other comprehensive income. The change in value of the ineffective portion is recorded in the income statement under “Other finance income and expenses”. The amounts recorded in other comprehensive income are recycled in the income statement during the periods when the hedged cash flows impact profit and loss.

Breakdown of financial assets by class (IFRS 7) and by category (IFRS 9)       Value on balance sheet   Fair value
(in thousands of euros)   Note   31/12/2022   31/12/2021   31/12/2022   31/12/2021
At amortised cost       846,658   692,071   846,658   692,071
Other receivables from interests (long term)   4.5.1   17,711   18,550   17,711   18,550
Loans, deposits and guarantees (long term)   4.5.1   47,847   39,641   47,847   39,641
Loans, deposits and guarantees (short term)   4.5.2   1,137   994   1,137   994
Trade and other receivables   4.5.4   770,421   622,478   770,421   622,478
Other non-current assets   4.5.3   9,542   10,408   9,542   10,408
Fair value through other comprehensive income       139,524   78,260   139,524   78,260
Equity interests   4.5.1   63,308   74,291   63,308   74,291
Non-current derivatives   4.5.1   75,770       75,770    
Current derivatives   4.5.2   446   3,969   446   3,969
Fair value through profit or loss       804,907   874,890   804,907   874,890
Cash and cash equivalents   4.5.5   804,907   874,890   804,907   874,890
TOTAL FINANCIAL ASSETS       1,791,089   1,645,221   1, 791,089   1,645,221

Fair value of financial instruments by level (IFRS 7)

Equity interests in Hydrogène de France, a listed company, are in level 1.

Unlisted equity interests and other available-for-sale financial assets are considered to be level 3 (non-observable data).

The fair value of derivative instruments is determined using valuation models based on observable data (level 2).

Cash and cash equivalents are detailed in note 4.5.5. They are classified as level 1, with the exception of term deposits in the amount of €40 million, which are considered as level 2.

4.5.1    NON-CURRENT FINANCIAL ASSETS

Other financial assets notably include equity interests, other receivables from investments (more than one year), long-term securities, long-term loans, long-term deposits and guarantees, and long-term marketable securities that are not considered cash or cash equivalents.

Gross value
(in thousands of euros)
  31/12/2022   31/12/2021
Equity interests   92,565   89,511
Other receivables from investments   17,711   18,550
Loans, deposits and guarantees   49,455   41,289
Fair value of financial instruments   75,770    
TOTAL OTHER FINANCIAL ASSETS   235,501   149,350
Impairment   (30,865)   (16,868)
NET VALUE   204,636   132,482

Equity interests in non-controlled entities correspond mainly to:

•   18.5% equity interest in Hydrogène de France (HDF Energy) subscribed in 2021 for a total amount of €78.6 million;

•   non-controlling interests held by Rubis Energia Portugal in several entities in Portugal;

•   non-controlling interests held by the SARA refinery in diversification projects;

•   shares of the EIG held by Rubis Antilles Guyane.

Other receivables from investments mainly include advances made to EIGs or joint ventures.

Loans, deposits and guarantees paid correspond to the €31 million loan in USD, repayable in 2025, granted by the subsidiary RWIL Suriname to the State of Suriname. The other items recorded in this account mainly correspond to advances made to certain distributors working for the Group, security deposits provided for in certain long-term leases and other security deposits.

Impairments include €25.7 million for the impact of the fair value measurement of the interest in HDF Energy due to the decline in its share price compared to the initial subscription price. The contra-entry is recognised in other comprehensive income.

The change in the fair value of financial instruments is due for €62 million to the consolidation of Photosol (France), i.e., €26 million at the date of consolidation and €36 million in respect of revaluations made on 31 December 2022.

4.5.2    OTHER CURRENT ASSETS

Current financial assets include the portion due in less than one year of receivables from investments, loans and deposits and guarantees paid, advances and deposits paid to acquire new businesses, prepaid expenses, marketable securities that cannot be considered as cash or cash equivalents, and hedging instruments at fair value.

(in thousands of euros)   31/12/2022   31/12/2021
Loans, deposits and guarantees   1,137   994
Fair value of financial instruments   446   3,969
Gross current financial assets   1,583   4,963
Impairment        
Net current financial assets   1,583   4,963
Prepaid expenses   19,886   18,463
Current assets   19,886   18,463
TOTAL OTHER CURRENT ASSETS   21,469   23,426

4.5.3    OTHER NON-CURRENT ASSETS

(in thousands of euros)   1 to 5 years   More than 5 years
Other receivables (long-term portion)   1,421   249
Prepaid expenses (long-term portion)   7,872    
TOTAL   9,293   249

4.5.4    TRADE AND OTHER RECEIVABLES (CURRENT OPERATING ASSETS)

Accounting policies

Trade receivables, generally due within a period of one year, are recognised and accounted for at the initial invoice amount less an allowance for impairment recorded as the amount deemed to be unrecoverable. Doubtful receivables are estimated when there is no longer any probability of recovering the entire receivable. Impaired receivables are recorded as losses when they are identified as such. The Group uses the simplified approach allowed under IFRS 9 to calculate provisions for expected losses on trade receivables. Due to the Group’s low rate of past losses, the application of the impairment model for financial assets based on expected losses did not have a material impact for the Group.

In certain subsidiaries, Rubis has set up receivables disposal programmes enabling it to sell trade receivables and receive cash payments.

Trade receivables are deconsolidated once the Group has transferred its rights to receive payments for the asset as well as all the risks and rewards attached to the receivables.

When the risks and rewards of the asset have not been fully transferred, the receivables sold remain on the asset side of the balance sheet while the financing received is treated as financial liabilities in exchange for the receivables concerned.

Trade and other receivables include trade receivables and related accounts, employee receivables, government receivables and other operating receivables.

Gross value
(in thousands of euros)
      31/12/2022 31/12/2021
Trade and other receivables       662,002 508,637
Employee receivables       2,176 2,114
Government receivables       83,299 62,780
Other operating receivables       54,357 75,183
TOTAL       801,834 648,714
           
Impairment
(in thousands of euros)
31/12/2021 Change
in scope
Additions Reversals 31/12/2022
Trade and other receivables 24,566 933 6,592 (5,312) 26,779
Other operating receivables 1,670 835 2,135 (6) 4,634
TOTAL 26,236 1,768 8,727 (5,318) 31,413

In 2022, losses on receivables remained stable and were not material.

Assignment of receivables

During the year, Rubis set up receivables and factoring programmes, particularly in Martinique, under which the subsidiary sells trade receivables to the factor or financial institution in exchange for cash. Some programmes are deconsolidating.

€20 million of receivables were deconsolidated as of 31 December 2022.

RECONCILIATION OF CHANGE IN WORKING CAPITAL WITH THE STATEMENT OF CASH FLOWS

Net carrying amount as of 31/12/2022   770,421
Net carrying amount as of 31/12/2021   622,478
Change in trade and other receivables on the balance sheet   (147,943)
Impact of change in the scope of consolidation   25,874
Impact of translation differences   (18,205)
Impact of reclassifications   379
Impact of change in other current assets and other receivables due in more than one year   (2,788)
Change in trade and other receivables on the statement of cash flows   (142,683)

4.5.5    CASH AND CASH EQUIVALENTS

Accounting policies

Cash and cash equivalents include current bank accounts and UCITS units which can be mobilised or sold in the very short term (less than three months) and which present no significant risk of change in value, according to the criteria stipulated in IAS 7. These assets are recognised at fair value through profit or loss.

(in thousands of euros)   31/12/2022   31/12/2021
UCITS   24,737   23,920
Other funds   212,857   125,702
Interest receivable   591   246
Cash   566,723   725,022
TOTAL   804,907   874,890

As of 31 December 2022, cash and cash equivalents included €83.8 million in funds reserved for the priority acquisition of dollars by the Ringardas subsidiary located in Nigeria.

Equity risk

The Group’s exposure to equity risk mainly relates to HDF Energy securities acquired in 2021 (see note 4.5.1).

4.5.6    CREDIT RISK

Customer concentration risk

No customer represented 10% or more of the Group’s revenue in 2022 or 2021.

The Group’s maximum credit risk exposure from trade receivables at the reporting date is as follows for each region:

Net amount (in thousands of euros)   31/12/2022   31/12/2021
Europe   102,395   82,805
Caribbean   216,000   167,105
Africa   316,828   234,161
TOTAL   635,223   484,071

Over both financial years, the ratio of trade receivables to revenue was less than or close to 10%.

The ageing of the current assets at the reporting date breaks down as follows:

          Amount of assets due
(in thousands of euros) Carrying
amount
Impairment Net carrying
amount
Assets not
yet due
Less than
6 months
From
6 months
to 1 year
More than
1 year
Trade and other receivables 801,834 31, 413 770,421 460,430 237,265 56,504 16,222
Tax receivables 36,018   36,018 23,501 3,242 2,490 6,785
Other current assets 21,469   21,469 21,096 90 283  
TOTAL 859,321 31,413 827,908 505,027 240,597 59,277 23,007

The breakdown of impaired trade receivables by maturity is as follows:

      Amount of assets due
(in thousands of euros) 31/12/2022 Assets not
yet due
Less than
6 months
From 6 months
to 1 year
More than
1 year
Gross value of impaired trade receivables 30,677 461 3,818 3,744 22,654
Impairment of trade receivables (26,779) (461) (3,129) (2,080) (21,109)
TOTAL 3,898   689 1,664 1,545

4.6     Deferred taxes

Accounting policies

Deferred taxes are recognised for all temporary differences between the carrying amount and the tax basis, using the liability method.

Deferred tax assets are recognised for all deductible temporary differences, carry forwards of unused tax losses and unused tax credits, subject to the probability of taxable profit/earnings becoming available in the foreseeable future, on which these temporary deductible differences and carry forwards of unused tax losses, and unused tax credits can be used.

Deferred tax assets and liabilities are measured at the expected tax rate for the period when the asset is realised or the liability is settled, based on tax rates and laws enacted by the reporting date. This measurement is updated at each balance sheet date.

Deferred tax assets and liabilities are not discounted.

Deferred taxes are recorded as the difference between the carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities break down as follows:

(in thousands of euros)   31/12/2022   31/12/2021
Depreciation of fixed assets   (95,215)   (73,847)
Right-of-use assets and lease liabilities (IFRS 16)   4,896   3,580
Loss carryforwards   13, 240   1,639
Temporary differences   7,550   5,268
Provisions for risks   3,072   1,803
Provisions for environmental costs   4,445   4,975
Financial instruments   (17,348)   (980)
Pension commitments   8,795   9,548
Other   (3,004)   (2,144)
NET DEFERRED TAXES   (73,569)   (50,158)
Deferred tax assets   18,911   12,913
Deferred tax liabilities   (92,480)   (63,071)
NET DEFERRED TAXES   (73,569)   (50,158)

Deferred taxes representing tax loss carryforwards mainly concern tax losses carried forward from the French tax consolidation entities (as defined below), the Frangaz entity (tax losses arising prior to its inclusion in the tax consolidation) and the Photosol entities. The business forecasts updated at year-end justify the probability of deferred tax assets being applied in the medium term.

Deferred taxes relating to financial instruments mainly comprise deferred taxes relating to the fair value of hedging instruments.

Deferred taxes on non-current assets mainly comprise:

•   the cancellation of excess tax depreciation;

•   the standardisation of depreciation periods for machinery;

•   the difference between the consolidated value and the tax value of certain assets.

Deferred tax assets and liabilities are offset by entity or by tax consolidation group. Only the deferred tax asset or liability balance by entity or by tax consolidation group appears on the balance sheet. There are two tax consolidation scopes within the Group:

•   that of the parent company, Rubis SCA, which comprises the following entities: Rubis Énergie, Vitogaz France, Coparef, Rubis Patrimoine, Vito Corse, Frangaz, Starogaz, Sicogaz, Rubis Antilles Guyane, SIGL, Rubis Caraïbes Françaises, Rubis Guyane Française, Société Antillaise des Pétroles Rubis, Rubis Restauration et Services, Société Réunionnaise de Produits Pétroliers (SRPP) and Rubis Renouvelables (formerly Cimarosa Investissements);

•   that formed by Photosol SAS, which includes the entities: CRE 4, Firinga, Clotilda, Photosol Bourbon and Maïdo.

4.7     Inventories

Accounting policies

Inventories are valued at cost or net realisable value, whichever is lower.

The cost price is determined using the weighted average price method.

Borrowing costs are not included in inventory cost.

The net realisable value is the estimated sale price in the normal course of business minus estimated costs necessary to complete the sale.

Impairment is recognised when the probable realisable value is lower than the net carrying amount.

Gross value
(in thousands of euros)
    31/12/2022 31/12/2021
Inventories of raw materials and supplies     66,593 66,675
Inventories of finished and semi-finished products     155,823 88,731
Inventories of merchandise and other goods     421,848 402,898
TOTAL     644,264 558,304
         
Impairment
(in thousands of euros)
31/12/2021 Additions Reversals 31/12/2022
Inventories of raw materials and supplies 12,436 11,197 (10,615) 13,018
Inventories of finished and semi-finished products 227 12,466 (227) 12,466
Inventories of merchandise and other goods 1,748 2, 659 (1,637) 2,770
TOTAL 14,411 26,322 (12,479) 28,254
         
RECONCILIATION OF CHANGE IN WORKING CAPITAL WITH THE STATEMENT OF CASH FLOWS
NET CARRYING AMOUNT AS OF 31/12/2022 616,010
Net carrying amount as of 31/12/2021 543,893
Change in inventories and work in progress on the balance sheet (72,117)
Impact of change in the scope of consolidation 1,428
Impact of reclassifications (139)
Impact of translation differences (6,514)
Change in inventories and work in progress in the statement of cash flows (77,342)

4.8     Equity

As of 31 December 2022, the share capital consisted of 102,953,566 fully paid up shares, with a par value of €1.25 each, i.e., a total amount of €128,692 thousand.

The various transactions impacting the share capital in the period are set out in the table below:

  Number of shares Share capital
(in thousands of euros)
Share premium
(in thousands of euros)
As of 1st January 2022 102,541,281 128,177 1,547,236
Company savings plan 171,576 214 3,229
Equity line (BEA)      
Preferred shares acquired 226    
Preferred shares converted into ordinary shares 244,431 306 (306)
Capital decrease by cancelling shares bought back (3,948) (5)  
Capital increase expenses     (39)
AS OF 31 DECEMBER 2022 102,953,566 128,692 1,550,120

As of 31 December 2022, Rubis held 84,987 treasury shares.

Equity line agreement with Crédit Agricole CIB of November 2021

In November 2021, the Group signed an equity line agreement with Crédit Agricole CIB for a period of 37 months and up to the authorised limit of 4,400,000 shares with a par value of €1.25. The share subscription price will show a discount of 5% compared to the volume-weighted average of the share prices of the two trading days preceding its setting. Crédit Agricole CIB acts as a financial intermediary and does not intend to remain in the Company’s share capital. As of 31 December 2022, the Group had not yet made use of this equity line.

RECONCILIATION OF THE CAPITAL INCREASE WITH THE STATEMENT OF CASH FLOWS

Share capital increase (decrease)   515
Share premium increase (decrease)   2,884
CAPITAL INCREASE (DECREASE) ON THE BALANCE SHEET   3,399
Share buyback (capital decrease)   5
CAPITAL INCREASE IN THE STATEMENT OF CASH FLOWS   3,404

 

RECONCILIATION OF THE DIVIDEND DISTRIBUTED BETWEEN THE STATEMENT OF CHANGES IN EQUITY AND THE STATEMENT OF CASH FLOWS

DIVIDEND PAYMENT ACCORDING TO THE STATEMENT OF CHANGES IN EQUITY   191,061
Payment of the dividend in shares    
DIVIDENDS PAID IN THE STATEMENT OF CASH FLOWS   191,061

4.9     Stock options and shares free of charge

Accounting policies

IFRS 2 provides for payroll expenses to be recognised for services remunerated by benefits granted to employees in the form of share-based payments. These services are carried at fair value of the instruments awarded.

All the plans granted by the Group are in the form of instruments settled in shares; the payroll expense is offset in equity.

The plans contain a condition that the beneficiaries remain in the Group’s workforce at the end of the vesting period, as well as non-market and/or market performance conditions depending on the plans.

Market performance conditions have an impact on the initial estimate of the unitary fair value of the instrument awarded at the allocation date, without subsequent revision during the vesting period.

Non-market performance conditions have an impact on the initial estimate at the allocation date of the number of instruments to be issued, which is subject to subsequent revision, where necessary, throughout the vesting period.

Stock option plans

Stock option plans are granted to some members of the Rubis Group personnel.

These options are measured at fair value on the allocation date, using a binomial model (Cox Ross Rubinstein). This model takes into account the characteristics of the plan (exercise price and exercise period, performance conditions) and market data on the allocation date (risk-free interest rate, share price, volatility, and expected dividends).

This fair value on the allocation date is recognised as payroll expenses, on a straight-line basis over the vesting period, offset against equity.

Award of shares free of charge

Free share award plans are granted to some members of the Group’s personnel.

These free share awards are measured at fair value on the allocation date, using a binomial model. This valuation is carried out on the basis of the share price on the allocation date, taking into account the absence of dividends over the vesting period and the performance conditions contained in the plans.

This fair value on the allocation date is recognised as payroll expenses, on a straight-line basis over the vesting period, offset against equity.

Preferred share allocations

Preferred share award plans are also granted to some members of the Rubis Group personnel.

These allocations of preferred shares are valued at fair measured on the allocation date, using a binomial model. This valuation is carried out on the basis of the share price on the allocation date, taking into account, over the vesting period, the absence of dividends and the performance conditions contained in the share plans.

This fair value on the allocation date is recognised as payroll expenses, on a straight-line basis over the vesting period, offset against equity.

Company savings plans

The Group has set up several company savings plans for its employees. These plans provide employees with the possibility of subscribing to a reserved capital increase at a discounted share price. They meet the conditions for the application of share purchase plans.

The fair value of each share is then estimated as corresponding to the difference between the share price on the plan allocation date and the subscription price. However, the share price is adjusted to take into account the unavailability of the share for five years, based on the difference between the risk-free rate at the allocation date and the interest rate.

In the absence of vesting period, the payroll expense is recognised directly against equity.

The expense corresponding to the Company contribution granted to employees is also recognised in the income statement under payroll expenses.

Stock options
Date of Management Board
Outstanding as
of 31/12/2021
Rights
issued
Rights
exercised
Rights
cancelled
Outstanding as
of 31/12/2022
17 December 2019 150,276       150,276
6 November 2020 87,502       87,502
1st April 2021 5,616       5,616
TOTAL 243,394       243,394
           
Stock options
Date of Management Board
Number of outstanding
options
Exercise
expiry date
Exercise price
(in euros)
Exercisable
options
17 December 2019 150,276   Mar.-33 52.04  
6 November 2020 87,502   Mar.-34 29.71  
1st April 2021 5,616   Mar.-34 40.47  
TOTAL 243,394        

The terms of the free share plans outstanding as of 31 December 2022 are set out in the tables below:

Free performance shares
Date of Management Board
Outstanding as
of 31/12/2021
Rights
issued
Rights
exercised
Rights
cancelled
Outstanding as
of 31/12/2022
17 December 2019 385,759       385,759
6 November 2020 787,697       787,697
1st April 2021 43,516       43,516
13 December 2021 160,072       160,072
20 July 2022   514,770     514,770
TOTAL 1,377,044 514,770     1,891,814

The definitive allocation of the shares to the beneficiaries may only take place at the end of a vesting period, which is generally three years, running from their allocation by the Management Board. Vesting is also subject to the achievement of the performance conditions stipulated in the plan regulations.

Free preferred shares
Date of Management Board
Outstanding as
of 31/12/2021
Rights
issued
Rights
exercised
Rights
cancelled
Outstanding as
of 31/12/2022
11 July 2016 2,469   (2,469)    
13 March 2017 1,932     (1,932)  
19 July 2017 374     (374)  
2 March 2018 345     (345)  
5 March 2018 1,157     (1,157)  
19 October 2018 140     (140)  
7 January 2019 62       62
17 December 2019 662     (662)  
TOTAL 7,141   (2,469) (4,610) 62

Preferred shares will be converted into ordinary shares at the end of a retention period of one year based on the extent to which the performance conditions have been achieved.

As part of the Photosol transaction, the managers of the group acquired by Rubis SCA benefited from a share-based compensation plan from the Rubis Photosol holding company, head of the Photosol Group, providing for the grant of 8.4 million shares free of charge and 0.8 million preferred shares. These items were measured at fair value and amortised over the vesting period, i.e., one year from the takeover by Rubis SCA.

Valuation of stock option plans and shares free of charge

The risk-free interest rate used to calculate the value of these plans is the interest rate on Euro-zone Government bonds with the same maturity as the options (source: Iboxx).

With respect to the early exercise of the options, the model assumes rational expectations on the part of option holders, who may exercise their options at any time throughout the exercise period. The implied volatility used in the calculation is estimated on the basis of past volatility levels.

The annual dividend rates used in the valuations are as follows:

Date of Management Board   Shares free of charge
11 July 2016   3.7%
13 March 2017   3.4%
19 July 2017   3.3%
2 March 2018   3.4%
5 March 2018   3.4%
19 October 2018   3.0%
7 January 2019   3.0%
17 December 2019   2.9%
6 November 2020   3.1%
1st April 2021   3.3%
13 December 2021   4.0%
20 July 2022   5.4%

Company savings plan – Valuation of company savings plans

The lock-up rate was estimated at 0.17% for the 2022 plan (0.41% for the 2021 plan).

The risk-free interest rate used to calculate the value of the company savings plans is the interest rate on Euro-zone Government bonds with the same maturity as the instruments valued (source: Iboxx). The discount related to the lock-up was estimated based on the risk-free interest rate and the average borrowing rate over five years, i.e., 0.52% and 0.17% respectively.

4.10    Financial liabilities

Accounting policies

Financial liabilities are recognised and measured in accordance with IFRS 9 “Financial instruments”.

Financial liabilities are recognised in the Group balance sheet when the Group is a party to the instrument’s contractual provisions.

IFRS 9 defines two categories of financial liabilities, each subject to a specific accounting treatment:

   financial liabilities valued at amortised cost; they mainly include trade payables and borrowings applying the effective interest rate method, if applicable;

   financial liabilities valued at fair value through profit and loss, which only represent a very limited number of scenarios for the Group and do not have a significant impact on the financial statements.

Measurement and recognition of derivative instruments

The accounting policies used to measure and recognise derivative instruments are set out in note 4.5.

Breakdown of financial liabilities by class (IFRS 7) and by category (IFRS 9)   Value on balance sheet Fair value
 (in thousands of euros) Note  31/12/2022 31/12/2021 31/12/2022 31/12/2021
At amortised cost   2,905,232 1,969,879 2,893,963 1,969,764
Borrowings and financial debt 4.10.1 1,622,394 1,036,630 1,611,125 1,036,515
Lease liabilities 4.10.1 224,649 161,917 224,649 161,917
Deposit/consignment 4.10.1 148,588 138,828 148,588 138,828
Other non-current liabilities 4.10.3 94,245 3,214 94,245 3,214
Trade and other payables 4.10.4 781,742 601,605 781,742 601,605
Current tax liabilities   28,771 23,319 28,771 23,319
Other current liabilities 4.10.3 4,843 4,366 4,843 4,366
Fair value through other comprehensive income   5,154 389 5,154 389
Non-current derivatives 4.10.3 264   264  
Current derivatives 4.10.3 4,890 389 4,890 389
Fair value through profit or loss   468,714 276,558 468,714 276,558
Short-term bank borrowings 4.10.1 468,714 276,558 468,714 276,558
TOTAL FINANCIAL LIABILITIES   3,379,100 2,246,826 3,367,831 2,246,711

The fair value of derivative instruments is determined using valuation models based on observable data (level 2).

4.10.1    FINANCIAL DEBT AND LEASE LIABILITIES

Financial debt is presented in the following table, which differentiates between non-current and current liabilities:

Current
(in thousands of euros)
  31/12/2022   31/12/2021
Bank loans   267,487   227,617
Interest accrued not yet due on loans and bank overdrafts   4,193   2,083
Bank overdrafts   468,144   276,492
Other loans and similar liabilities   51,677   1,329
TOTAL BORROWINGS AND BANK OVERDRAFTS (DUE IN LESS THAN ONE YEAR)   791,501   507,521
Non-current
(in thousands of euros)
      31/12/2022 31/12/2021
Bank loans       1,254,240 786,182
Customer deposits on tanks       16,231 16,787
Customer deposits on cylinders       132,357 122,041
Other loans and similar liabilities       45,367 19,485
TOTAL BORROWINGS AND FINANCIAL DEBT       1,448,195 944,495
TOTAL       2,239,696 1,452,016
           
Non-current borrowings and financial debt (in thousands of euros)       1 to 5 years More than
5 years
Bank loans       959,664 294,576
Other loans and similar liabilities       26,236 19,131
TOTAL       985,900 313,707
           
As of 31/12/2022
(in thousands of euros)
Pledges of
securities
Pledges of
property, plant
and equipment
Other
guarantees
Unsecured Total
Bank loans 300,008   91,109 1,130,610 1,521,727
Bank overdrafts 75 6,886 272,889 188,294 468,144
Other loans and similar liabilities     30,975 66,069 97,044
TOTAL 300,083 6,886 394,973 1,384,973 2,086,915

The change in borrowings and other current and non-current financial liabilities between 31 December 2021 and 31 December 2022 breaks down as follows:

(in thousands of euros) 31/12/2021 Change
in scope
Issue Repayment Translation
differences
31/12/2022
Current and non-current borrowings and financial debt 1,313,188 449,474 1,186,809 (849,061) (9,302) 2,091,108
Lease liabilities            
(current and non-current) 161,917 49,533 50,308 (33,180) (3,929) 224,649
TOTAL 1,475,105 499,007 1,237,117 (882,241) (13,231) 2,315,757

Changes in scope mainly relate to the acquisition of Photosol.

The issues carried out during the period are mainly used for the refinancing of credit facilities that have been used, the financing of capital expenditure and current operations.

(in thousands of euros)   Fixed rate   Variable rate
Bank loans   244,004   1,010,236
Bank loans (portion due in less than one year)   71,182   196,305
TOTAL   315,186   1,206,541

Financial covenants

The Group’s consolidated net debt totalled €1,286 million as of 31 December 2022.

The credit agreements of Rubis Énergie and its subsidiaries include the commitment within Rubis Énergie’s scope to comply, during the term of the loans, with the following financial ratios:

•   net debt to equity ratio of less than 1;

•   net debt to EBITDA ratio of less than 3.5.

As of 31 December 2022, the Rubis Énergie Group’s threshold ratios were met, thus ruling out any probability of occurrence of events triggering early repayment. Failure to comply with these ratios would result in the early repayment of the loans.

The Photosol Group’s financing entities and certain production SPVs are subject to covenants negotiated on a case-by-case basis. No early repayment was required in respect of these as of 31 December 2022.

Schedule of lease liabilities

(in thousands of euros)   Less than
1 year
  1 to
5 years
  More than
5 years
  31/12/2022
Schedule of lease liabilities   27,735   68,486   128,428   224,649

Other information relating to leases (IFRS 16)

As of 31 December 2022, the amount of rent paid (restated leases and exempted leases) totalled €93 million and income from sub-letting amounted to €6.8 million.

Rents not restated as of 31 December 2022 break down as follows:

•   leases exempted:

•   term of less than 12 months, totalling €32.9 million,

•   assets with a low unit value, totalling €0.8 million;

•   variable portion of rents of €15.5 million.

4.10.2    DERIVATIVE FINANCIAL INSTRUMENTS

Hedging   Nominal amount hedged   Market value as of 31/12/2022
(in thousands of euros)
Foreign exchange        
    USD22M   (1,023)
    CHF5M   4
    USD26M   257
Interest rate (swaps and caps)        
    €882M   75,494