Eurocash Group Consolidated Annual Report 2013
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EUROCASH GROUP CONSOLIDATED ANNUAL REPORT FOR THE 2013 contents part A EUROCASH S.A. - REPORT OF THE MANAGEMENT BOARD part B SELECTED SEPARATE FINANCIAL DATA part C AUDITOR'S OPINION part D AUDITOR'S REPORT part E SEPARATE FINANCIAL STATEMENTS 1. part A Summary of Eurocash Group Operations in 2013 6 2. Eurocash Group 9 Eurocash S.A. - report of the 3. Eurocash Group Business Overview 13 Management Board 4. Corporate Social Responsibility and stakeholders relations 22 For the period from 1 January 2013 5. to 31 December 2013 Eurocash Group Development Prospects 41 6. NOTE FROM TRANSLATOR: Discussion of Eurocash Group Financial Performance for 2013 46 This document is a translation from Polish. The Polish original is the binding version and shall be referred 7. to in matters of interpretation. Additional Information 63 8. Komorniki, March 28th 2014 Statement on Corporate Governance Rules 71 9. Representations of the Management Board 89 I am pleased to present you with a summary of As I mentioned, 2013 was a key year for us in terms of 2013 at the Eurocash Group. This was without a integrating Tradis into the Eurocash Group. This was a doubt a difcult year, primarily for two reasons. formidable challenge throughout the period, and I On the one hand, we were faced with difcult admit that we had to revise some of our initial market conditions the economic slowdown has objectives. Reorganising the acquired company and translated into a markedly deteriorated situation integrating Eurocash and Tradis cash&carry locations in trade sector. On the other, we went through a weighed on the results of the entire group in 2013, crucial stage of integrating Tradis, which we slowing down our market expansion. The integration bought two years ago. This process had a process is our top priority, and we intend to complete negative impact on our results, but was it this year. necessary in order to drive the integrated groups operating performance in the long term. Tradis was also negatively impacted by the expiry of the Stokrotka sales contract. Although this was The trade market noted symbolic 1,5% growth in planned as part of the transaction with the Emperia To our shareholders, 2013, compared with 3% the year before. Group, it had a negative short-term effect on logistics Nonetheless, we can see certain positive signs for and earnings at Tradis. employees, traditional retail, which is where both Eurocash and customers and partners, our customers operate. Despite the fact that Tradis aside, our remaining formats maintained independent stores brought in less revenue due to protability and continued to grow their market share. tough economic conditions, traditional retail did in Following the inclusion of Tradis outlets, the fact increase its market share. This may be a sign of cash&carry wholesale chain closed the year with 158 things to come over the next several years. It is clear locations. We plan to further expand this format, that, in terms of growth dynamics, traditional retail is opening 8-10 new wholesale outlets in 2014. catching up to its largest competitor discount chains. Two or three years ago, discount retailers were expanding at about 20% annually, while traditional Last year, we added 102 Delikatesy Centrum franchise stores were growing at 3-4%. Currently, growth gures stores, and the planned integration of a common are at 3-4% versus 1-2% respectively. This, we are logistics platform with Tradis in 2014 should allow for certain, validates our strategy and shows that our work faster growth in new regions of Poland. towards improving the competitiveness of independent retailers in Poland is paying off. As regards impulse product distribution, a swiftly To summarise, a year of challenges has come to a changing market environment gave us the close. We faced a harsh market environment and opportunity to speed up consolidation of the tobacco difculties in integrating the group after the Tradis goods distribution segment. In December 2013, we acquisition. Our nancial results are presented in the announced our intent to merge KDWT with Kolporter pages that follow. Although they are less than FMCG. The combined new entity, in which we will have satisfactory, we are optimistic about the prospects for a 75% stake and our partner the remaining 25%, will be our business over the following years in terms of the market leader in tobacco distribution. Post- growing market share for both the Eurocash Group merger, sales are expected to exceed PLN 5 billion, and our customers, executing our strategy and and this scale should guarantee a substantial delivering strong returns. improvement in operating performance. The transaction will be completed after we get approval Last but not least, I would like to thank our employees from the Polish competition regulator, UOKiK. for their everyday efforts and involvement, the importance of which became particularly visible in a In the alcoholic beverage distribution segment, the difcult market. It is thanks to you that we may be increase in excise duty from the beginning of 2014 optimistic about the Eurocash Group's further resulted in higher speculative sales at the end of 2013. dynamic growth in the future. I hope you enjoy the reading. Sincerely, Luis Amaral CEO, Eurocash S.A. 1.Summary of Eurocash Gr oup Oper ations in 2013 1. Summary of Eurocash Group Operations in 2013 07 PLN m 2013 2012 Change 2013/20112 Revenues from the sales of products, 16 537.53 16 609.29 -0.43% goods, and materials EBITDA (EBIT + amortization) 402.14 490.19 -17.96% (EBITDA %) 2.43% 2.95% -0.52 p.p. Operating prot - EBIT 285.69 376.83 -24.19% (Operating margin - EBIT %) 1.73% 2.27% -0.54 p.p. Net prot on continued operations 221.01 250.38 -11.73% (Net prot yield %) 1.34% 1.51% -0.17% Table 1. Eurocash Group: Net Debt 577.6 798.5 -220.9 Summary of Financial Performance Net Debt/EBITDA 1.4 1.6 -0.2 Eurocash Group consolidated sales in 2013 reached PLN 16 At 2013 year end, the Eurocash Cash&Carry chain of warehouses totaled 158 outlets while the number of 537.53 million, EBITDA amounted to PLN 402.14 million, a net abc franchise stores was 6 133. The number of Delikatesy Centrum franchise stores went up by 102 and prot of PLN 221.01 million. totaled 875 outlets at 2013 year end. The like-for-like sales increased by 3.84% in the Eurocash Cash&Carry format while the sales of Cash&Carry format to external customers in 2013 amounted to PLN 4 591.21 million and achieved an increase of 12.64%. Eurocash Group consolidated sales in 2013 decreased slightly - by 0.43 % compared to the previous year. The main reason for the lack of sales growth were difcult market conditions and internal Retail sales noted by Delikatesy Centrum franchise stores (llike-for-like) were up by 1.4% in 2013. factors related to the acquisition and consolidation process of Wholesale from Eurocash distribution centers to Delikatesy Centrum was in 2013 PLN 1 654.22 million, Tradis. One of them was the conclusion of a contract with a which means an increase of 12.11% compared to the corresponding period of the previous year. network of Stokrotka stores and relocation Tradis cash&carry locations to Eurocash Cash&Carry. These factors also affected Total sales KDWT to external customers increased by 8.7%. Sales to external customers carried out by the lower level of gross margin, which in turn caused the decline Eurocash Gastronomia reached in 2013 614.3 PLN million, which is a decrease of -12.48% year on year. in EBITDA (-17.96%) Despite the unfavorable conditions, formats External sales made by a group of Premium Distributors taken as a result of Eurocash Group in 2013 Delikatesy Centrum and Cash&Carry reported signicant amounted to PLN 1 891.5 million, and fell by 3.09% year on year. increases in comparison to 2012. Lower than during the previous year net income (a decrease of 11.73% ) was partially offset by a signicant reduction in debt from PLN 798 million in 2012 to a level of PLN 578 million at the end of 2013. Therefore, the ratio of net debt to EBITDA in 2013 improved to 1.4x from 1.6x in 2012. 1. Summary of Eurocash Group Operations in 2013 08 The gure below shows the structure of Eurocash Group consolidated sales in 2012-2013 according to the business units. On the gure were specied Tradis decline in sales due to the cessation of sales to the Stokrotka network (a decrease of PLN 395 million) and moving the Tradis cash&carry locations to Eurocash Cash&Carry (a decrease of PLN 498 million). Taking into account only the continued sales, Tradis grew up by 1.6% year on year. 19 000 16 609 515 179 227 -60 -29 -893 68 -20 16 538 17 000 15 000 Cash&Carry 498 mln PLN 13 000 11 000 Stokrotka 395 mln PLN 9 000 7 000 5 000 3 000 Chart 1. Eurocash Group sales 2012-2013 (mln PLN) 4YTD Eurocash Delikatesy Tobacco Alcohol Eurocash Tradis Tradis Other 4YTD 2012 Cash&Carry Centrum + Impulse Distribution Gastronomia Discontinued Continued 2013 Sales Sales +13% +12% 9% -3% -12% -16% 1,6% -14% -0,4% Eurocash Group 2013 sales according to business units are presented on the chart below. Delikatesy Centrum Premium Distributors Chart 2 . Cash&Carry KDWT Tradis Eurocash Group sales in 2013 according to business units 28% 17% 10% 11% 29% 4% 1% Eurocash Other Gastronomia 2.Eurocash Group 2.1. Eurocash Group: capital and organizational links 11 2.