7.2 2020 separate financial statements and notes
Balance Sheet
| (in thousands of euros) | Note | Gross | Depreciation and impairment |
Net 12/31/2020 | Net 12/31/2019 |
| Fixed assets | |||||
| Property, plant and equipment and intangible assets | 2,261 | 941 | 1,320 | 1,128 | |
| Equity interests | 4.1 | 1,032,607 | 1,032,607 | 1,010,102 | |
| Other financial assets | 4.2 | 2,140 | 2,140 | 1,115 | |
| Total fixed assets (I) | 1,037,008 | 941 | 1,036,067 | 1,012,345 | |
| Current assets | |||||
| Trade and other receivables | 4.4 | 582,514 | 582,514 | 539,318 | |
| Investment securities | 4.3 | 237,980 | 1,725 | 236,255 | 138,859 |
| Cash | 344,832 | 344,832 | 239,437 | ||
| Prepaid expenses | 254 | 254 | 131 | ||
| Total current assets (II) | 1,165,580 | 1,725 | 1,163,855 | 917,745 | |
| TOTAL ASSETS (I + II) | 2,202,588 | 2,666 | 2,199,922 | 1,930,090 |
| (in thousands of euros) | Note | 12/31/2020 | 12/31/2019 |
| Shareholders’ equity | |||
| Share capital | 129,538 | 125,222 | |
| Share premium | 1,593,902 | 1,480,132 | |
| Legal reserve | 12,919 | 12,511 | |
| Restricted reserve | 1,763 | 1,763 | |
| Other reserves | 94,626 | 94,626 | |
| Retained earnings | 10,436 | 23,672 | |
| Earnings for the year | 336,674 | 184,739 | |
| Regulated provisions | 794 | 546 | |
| Total shareholders’ equity (I) | 4.5 | 2,180,652 | 1,923,211 |
| Provisions for contingencies and expenses (II) | 299 | 360 | |
| Liabilities | |||
| Bank loans | 225 | 100 | |
| Trade and other payables | 904 | 1,210 | |
| Taxes and social security payables | 2,189 | 2,393 | |
| Other liabilities | 15,653 | 2,816 | |
| Total liabilities (III) | 4.6 | 18,971 | 6,519 |
| TOTAL EQUITY AND LIABILITIES (I + II + III) | 2,199,922 | 1,930,090 |
Income statement
| (in thousands of euros) | Note | 12/31/2020 | 12/31/2019 |
| Sales of services | 7,496 | 5,670 | |
| Other income and expense transfers | 2 | ||
| Operating income | 7,498 | 5,670 | |
| Other purchases and external expenses | (8,395) | (6,867) | |
| Taxes, duties and similar payments | (363) | (211) | |
| Personnel costs | (5,050) | (5,262) | |
| Depreciation of fixed assets | (169) | (154) | |
| Additions to and reversals of provisions for contingencies and expenses | 61 | (106) | |
| Other expenses | (1,387) | (3,707) | |
| Operating expenses | (15,303) | (16,307) | |
| Operating profit | (7,805) | (10,637) | |
| Financial income from equity investments | 98,490 | 183,786 | |
| Financial income from other securities | 602 | 2,442 | |
| Other interest income | 828 | 914 | |
| Net income from disposal of marketable securities | (559) | 265 | |
| Financial provisions | (1,725) | (4) | |
| Reversals of financial provisions | 4 | 183 | |
| Interest and similar expenses | (1,045) | (1,048) | |
| Net financial income and expense | 96,595 | 186,538 | |
| Net income before tax | 88,790 | 175,901 | |
| Extraordinary items | 5.1 | 233,673 | (159) |
| Income tax | 5.2 | 14,211 | 8,997 |
| TOTAL NET INCOME | 336,674 | 184,739 |
Statement of cash flows
| (in thousands of euros) | 12/31/2020 | 12/31/2019 |
| Operating activity | ||
| Results for the year | 336,674 | 184,739 |
| Depreciation and provisions | 2,078 | 329 |
| Capital gains or losses on disposals of fixed assets | (234,010) | |
| Cash flow (A) | 104,742 | 185,068 |
| Change in working capital (B): | (30,993) | (130,464) |
| • trade and other receivables | (43,317) | (131,435) |
| • trade and other payables | 12,324 | 971 |
| Operating cash flows (A+B) (I) | 73,749 | 54,604 |
| Investments | ||
| Acquisitions of interests during the current year: | ||
| • Rubis Terminal division | (1,654) | |
| • Rubis Patrimoine | (1,402) | |
| • RT Invest | (96,261) | (10) |
| Acquisitions of interests during the current year: | ||
| • Rubis Terminal division | 310,821 | |
| Other | (1,385) | 455 |
| Cash flow allocated to investments (II) | 210,119 | 445 |
| Cash flow from operating activities (I+II) | 283,867 | 55,049 |
| Financing | ||
| Increase/(decrease) in financial liabilities | 126 | (125) |
| Increase in shareholders’ equity* | 118,483 | 134,050 |
| Dividend paid* | (197,964) | (154,522) |
| Cash flow from financing activities (III) | (79,355) | (20,597) |
| Overall change in cash flow (I + II + III) | 204,512 | 34,452 |
| Opening cash and cash equivalents | 378,300 | 343,848 |
| Overall change in cash and cash equivalents | 204,512 | 34,452 |
| Closing cash and cash equivalents | 582,812 | 378,300 |
| Financial debt | (225) | (100) |
| Closing cash and cash equivalents net of financial debt | 582,587 | 378,200 |
Notes to the separate financial statements for the year ended December 31, 2020
Rubis is a Partnership Limited by Shares registered and domiciled in France. Its registered office is located at 46, rue Boissière 75116 Paris, France.
| • | the retail & marketing activity, which specializes in the distribution of fuels (in gas stations or to professionals), lubricants, liquefied gases and bitumen; |
| • | the support & services activity, which houses all infrastructure, transportation, supply and services activities that support the development of downstream distribution and marketing activities Rubis SCA also holds a stake in the Rubis Terminal joint venture, which specializes in the storage of bulk liquid products (fuels, chemicals and agrifood products) for commercial and industrial customers. |
On January 21, 2020, Rubis SCA and the investment fund I Squared Capital signed a partnership agreement, which was finalized on April 30.
Under this agreement, Rubis SCA sold 45% of its stake in Rubis Terminal SA to I Squared Capital and contributed, at actual value, the remaining 55% to the RT Invest SA joint venture, created for the purpose of the partnership, in exchange for RT Invest SA securities.
As part of the transaction, Rubis Terminal also paid Rubis SCA €232 million in repayment of the current account (€97 million) and issue premiums (€135 million).
At December 31, 2020, the Company recognized all the impacts of this transaction in extraordinary items, generating a profit of €234 million.
Following this transaction, Rubis SCA holds a 55% stake in RT Invest SA for an initial value of €227 million. During the second half of 2020, Rubis SCA subscribed to a capital increase of €96 million, carried out as part of acquisition projects, bringing the amount of its investment in RT Invest SA to €323 million as of December 31, 2020.
The Covid-19 pandemic had an unfavorable impact, and more particularly during the first half of the year, on the sales revenue and results of the Company’s subsidiaries. In particular, the Company has included this event in the assessment of the value in use of its equity interests. As the latter remains higher than the book value of the securities held, no impairment was recognized.
The financial statements as of December 31, 2020 have been prepared and presented in accordance with the accounting policies, standards and methods in force in France pursuant to the provisions of the general chart of accounts (PCG) (ANC Regulation 2014-03 on the PCG).
The accounting conventions for the preparation and presentation of the separate financial statements were applied in accordance with the principle of prudence, and the following basic assumptions:
The following should be noted in relation to the way in which the financial statements are presented.
Acquisition cost includes the purchase price, as well as all costs directly attributable to the acquisition of the assets in question. Acquisition expenses (transfer taxes, fees, etc.) are recognized directly as expenses.
Depreciation is calculated according to the pattern of consumption of the economic benefits expected from the asset. In this respect, depreciation is calculated according to the straight-line method as follows:
When a fixed asset is intended to be sold, or when it no longer has potential, it is tested only at its level. In this case, when its net book value is significantly higher than its estimated present value, the net book value of the asset is immediately impaired to its present value.
Equity interests are recorded at their acquisition cost or contribution value. The Company has opted for the recognition of acquisition expenses in the cost price of equity interests.
At the end of the fiscal year, interests are estimated at their value in use determined on the basis of a multi-criteria analysis taking into account in particular the share of the equity of the subsidiary that these interests represent, and forecasts of future cash flows or market value. If the value in use is lower than the book value, an impairment expense is recognized in net financial income and expense.
Shares are recognized at acquisition cost. In the event of disposal, the cost price of the shares sold is determined using the “first in, first out” method.
Receivables are impaired when the present value, determined with regard to the risk of non-recovery, is lower than the book value.
Investment securities are recognized at their acquisition cost. In the event of disposals of securities of the same kind giving the same rights, the cost of the securities disposed of is determined using the “First-In First-Out” (FIFO) method.
At the close of each fiscal year, a provision for impairment is recognized if the book value is higher than:
The only pension commitment borne by the Company are employee retirement benefits, as legislation stipulates that benefits are paid to employees at the time of their retirement, depending on their length of service and their salary at retirement age. These retirement benefits are recognized as off-balance sheet commitments (note 6.2.1).
The evaluation of the amount of retirement benefits in respect of Rubis SCA employees was determined using the projected unit credit method.
Provisions for contingencies and expenses are recognized when there is an obligation to a third party and it is likely that an outflow of resources will be necessary to settle the obligation, the amount of which can be estimated in a sufficiently reliable manner, in favor of said third party and with no counterparty of at least an equivalent amount expected in return.
Contingent liabilities are not recognized but are disclosed in the notes to the financial statements unless the probability of an outflow of resources is very low.
Rubis SCA is the head of the tax consolidation group that it forms with its subsidiaries in France. Subsidiaries in the tax consolidation scope contribute to the tax expense of the consolidation group in the amount of tax they would have been liable for in the absence of consolidation. The additional tax savings or expense, resulting from the difference between the tax due by the consolidated subsidiaries and the tax resulting from the determination of the overall result, is recorded by the Rubis SCA Group parent company.
Extraordinary income and expenses include the impact of major events that are not related to the Company’s current activity or that correspond to unusual, significant, and infrequent items.
As of December 31, 2020, Rubis SCA (SIREN: 784 393 530) is the parent company for the preparation of the consolidated financial statements of the Rubis Group
As of December 31, 2019, Rubis SCA held a 99.8% stake in Rubis Terminal SA. Following the transaction between Rubis and I Squared Capital described in note 2 “Significant events of the fiscal year”, Rubis SCA held a 55% stake in RT Invest SA as of December 31, 2020 for a value of €323 million.
The Shareholders’ Meeting authorizes the Management Board annually, with the option to delegate such powers, to buy back the Company’s own shares in order to increase the liquidity or market activity of Rubis shares as part of a liquidity contract, in compliance with the Association Française des Entreprises d’Investissement (French Association of Investment Companies) Code of Ethics.
As of December 31, 2020, Rubis SCA held 58,087 Rubis shares, representing a purchase price of €2,034 thousand. No impairment was recognized at December 31, 2020.
As of December 31, 2020, the investment securities portfolio had a gross value of €237,980 thousand, and a net value of €236,255 thousand.
| (in thousands of euros) | Gross value as of 12/31/2020 |
Impairment | Net value as of 12/31/2020 |
Market value as of 12/31/2020* |
Net value as of 12/31/2019 |
| Sicav | 20,781 | (1) | 20,780 | 21,132 | 22,265 |
| Other funds | 216,835 | (1,724) | 215,111 | 215,498 | 114,773 |
| Interest receivable on other funds | 364 | 364 | 364 | 1,821 | |
| TOTAL | 237,980 | (1,725) | 236,255 | 236,994 | 138,859 |
Trade and other receivables, amounting to €582,514 thousand, are all due in less than one year and break down as follows:
| • | €565,195 thousand in intra-group receivables; |
| • | €17,274 thousand in receivables from the French Treasury. This item notably includes a tax settlement of €4,861 thousand that Rubis SCA expects to obtain from the tax authorities, €8,597 thousand in receivables related to the tax consolidation, and €2,737 thousand relating to the VAT credit deferred to December 31, 2020; |
| • | €45 thousand in miscellaneous receivables. |
| (in thousands of euros) | 12/31/2020 | 12/31/2019 |
| Shareholders’ equity at the beginning of the year | 1,922,665 | 1,758,398 |
| Capital increase | 4,316 | 4,205 |
| Increase in the share premium | 113,770 | 129,436 |
| Legal reserve allocation from share premium | 397 | 409 |
| Dividend distribution | (197,964) | (154,522) |
| Results for the year | 336,674 | 184,739 |
| Shareholders’ equity at the end of the year* | 2,179,858 | 1,922,665 |
As of December 31, 2020, the share capital consisted of 103,630,677 shares (of which 5,188 preferred shares), fully paid up, with a par value of €1.25 each, i.e. a total amount of €129,538 thousand.
| Number of shares |
Share
capital (in thousands of euros) |
Share
premium (in thousands of euros) | |
| As of January 1, 2020 | 100,177,432 | 125,222 | 1,480,132 |
| Payment of the dividend in shares | 3,071,828 | 3,840 | 110,954 |
| Company savings plan | 102,837 | 128 | 3,726 |
| Preferred shares purchased | 2,172 | 3 | (3) |
| Preferred shares converted into ordinary shares | 276,408 | 345 | (345) |
| Capital increase expenses | (165) | ||
| Legal reserve allocation | (397) | ||
| AS OF DECEMBER 31, 2020 | 103,630,677 | 129,538 | 1,593,902 |
The terms of the stock-option and free performance and free preferred share plans outstanding as of December 31, 2020 are set out in the tables below:
The vesting period for beneficiaries’ free shares is a minimum of three years from the date on which they are granted by the Management Board. The conditions for granting free shares are set by the Management Board.
| FREE PREFERRED SHARES Date of the Management Board meeting |
Outstanding
as of 12/31/2019 |
Rights issued |
Rights exercised |
Rights canceled |
Outstanding
as of 12/31/2020 |
Of
which preferred shares acquired but not yet converted into ordinary shares |
| September 2, 2015 | 2,086 | (2,086) | ||||
| July 11, 2016 | 3,814 | (706) | 3,108 | 3,108 | ||
| March 13, 2017 | 1,932 | 1,932 | 1,706 | |||
| July 19, 2017 | 374 | 374 | 374 | |||
| March 2, 2018 | 345 | 345 | ||||
| March 5, 2018 | 1,157 | 1,157 | ||||
| October 19, 2018 | 140 | 140 | ||||
| January 7, 2019 | 62 | 62 | ||||
| December 17, 2019 | 662 | 662 | ||||
| TOTAL | 10,572 | (2,792) | 7,780 | 5,188 |
Preferred shares will be converted into ordinary shares at the end of a retention or vesting period based on the extent to which the performance conditions have been achieved.
Accrued expenses totaled €1,991 thousand, breaking down as €372 thousand relating to suppliers, €225 thousand to accrued interest, €6 thousand to the General Management and €1,388 thousand to tax and social security liabilities. These expenses payable are operating expenses and financial expenses.
Trade payables recognized on the balance sheet, in a total amount of €533 thousand, all mature in less than three months. All the liabilities recognized on the balance sheet are due in less than one year.
In addition, at the Shareholders’ Meeting of June 11, 2020, the General Partners decided to defer the payment of 50% of their dividend per by-laws for the 2019 fiscal year, to the month of June 2022, or before that date if the Rubis share price reaches an average of €50 over the course of 20 consecutive trading days (opening price). This liability is recorded in the financial statements as of December 31, 2020 for an amount of €11 million.
All transactions with related parties concern transactions carried out with subsidiaries wholly owned by Rubis SCA and are concluded under arm’s length conditions.
Extraordinary items for the fiscal year primarily consist of income from transactions between Rubis SCA and I Squared Capital (see note 2 “Significant events of the fiscal year”).
| (in thousands of euros) | 12/31/2020 | 12/31/2019 |
| Disposals of fixed assets | 405,774 | |
| Other extraordinary income | 111 | 90 |
| EXTRAORDINARY INCOME | 405,885 | 90 |
| Net book value of assets sold | (171,764) | |
| Other extraordinary expenses | (200) | (1) |
| Accelerated depreciation expenses | (248) | (248) |
| EXTRAORDINARY EXPENSES | (172,212) | (249) |
| (in thousands of euros) | Tax base | Rate | Gross tax | Credit | Net tax |
| Corporation tax on net income at standard rate | (27,843) | 32.02% | (8,712) | (324) | (9,036) |
| Corporation tax on extraordinary items at standard rate | 31,272 | 32.02% | 9,785 | 9,785 | |
| Corporation tax calculated on expenses related to capital increases allocated to share premiums | 243 | 32.02% | 78 | 78 | |
| Tax refunds | (920) | (920) | |||
| Expense/(benefit) relating to tax consolidation | (14,118) | (14,118) | |||
| TOTAL | (13,887) | (324) | (14,211) |
Rubis SCA is taxed under the system for parent companies and subsidiaries. These dividends are subject to taxation on a share of fees and expenses amounting to 1%.
Rubis SCA has opted for the tax consolidation regime since January 1, 2001. The scope of consolidation is as follows:
| January 1, 2001 | Rubis |
| January 1, 2006 | Rubis Énergie |
| Rubis Antilles Guyane | |
| SIGL | |
| Sicogaz | |
| Starogaz | |
| January 1, 2011 | Frangaz |
| Vito Corse | |
| January 1, 2012 | Société Antillaise des Pétroles Rubis (SAPR) |
| Rubis Guyane Française (RGF) | |
| Rubis Caraïbes Françaises (RCF) | |
| January 1, 2013 | Coparef |
| Vitogaz France | |
| January 1, 2014 | Rubis Restauration et Services (RRS) |
| January 1, 2016 | Société Réunionnaise de Produits Pétroliers (SRPP) |
| January 1, 2018 | Rubis Patrimoine |
| January 1, 2019 | Cimarosa investissements |
Retirement benefits for Rubis SCA employees totaled €269 thousand, including social security contributions. The evaluation method is described in note 3.7.
General Management compensation is governed by Article 54 of the by-laws. For the 2020 fiscal year, it totaled €2,379 thousand.
The 13th resolution approved at the Annual Shareholders’ and General Partners’ Meetings on June 11, 2020 introduced variable compensation, the terms and conditions of which are described in chapter 5 of the 2020 Universal Registration Document. No provision was made for the variable compensation for General Management in respect of the 2020 fiscal year, as the triggering criterion was not met.
| (in thousands of euros) | Rubis Énergie SAS |
RT Invest SA |
Kelsey* | Coparef SA | Rubis Patrimoine SARL |
Cimarosa Invest. SAS |
| Share capital | 335,000 | 529,326 | 1 | 40 | 1,402 | 5 |
| Shareholders’ equity other than share capital | 388,088 | 57,905 | 17 | (17) | (471) | (5) |
| Government grants and regulated provisions | 12,143 | |||||
| Share of capital held | 100.00% | 55.00% | 100.00% | 100.00% | 100.00% | 100.00% |
| Gross book value of the securities held | 685,503 | 323,150 | 4 | 34 | 23,911 | 5 |
| Net book value of the securities held | 685,503 | 323,150 | 4 | 34 | 23,911 | 5 |
| Loans and advances from Rubis SCA not repaid | 558,190 | 4,035 | ||||
| Amounts of guarantees and securities given by Rubis SCA | ||||||
| Sales revenue for the last period ended | 270,590 | 891 | 803 | 665 | ||
| Net income for the last period ended | 133,530 | (206) | (28) | (2) | (168) | (3) |
| Dividends received by Rubis SCA during fiscal year 2020 | 98,490 |
| - | shareholders’ equity: closing rate (€1 = US$1.2271); | |
| - | sales revenue and net income: average rate (€1 = US$1.1413). |
| (in thousands of euros) | Net
value as of 12/31/2020 |
| I - Shares and investments | |
| French equity interests | |
| Coparef | 34 |
| Rubis Énergie | 685,503 |
| Rubis Patrimoine | 23,911 |
| Cimarosa investissements | 5 |
| RT Invest | 323,150 |
| Foreign equity interests | |
| Kelsey | 4 |
| TOTAL EQUITY INTERESTS | 1,032,607 |
| II - UCITS and similar | |
| UCITS | |
| SICAV BNP SUS BD | 19,950 |
| SICAV BNP Par Money 3M | 830 |
| Other | |
| CMC-CIC Equival Cash C fund | 3,587 |
| Agipi fund | 19,377 |
| Open Capital fund | 28,692 |
| HR Patrimoine Capitalisation fund | 43,079 |
| Open Perspectives Capitalisation fund | 20,811 |
| Citi Term Liquidity Fund Eur 92A fund | 99,929 |
| TOTAL UCITS AND SIMILAR | 236,255 |