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Rémy Cointreau Interim / Quarterly Report 2021

Nov 26, 2021

1624_ir_2021-11-26_5aa52f14-0dff-4f86-a75a-b2078a19f12a.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT 2021/2022

SUMMARY

INTERIM MANAGEMENT REPORT 3

1.1 Analysis of the business and consolidated results 4
1.2 Comments on the financial position 7
1.3 Comments on cash flows 9
1.4 Events after the reporting period 10
1.5 Outlook 10

CONSOLIDATED FINANCIAL STATEMENTS

OF THE RÉMY COINTREAU GROUP AT 30 SEPTEMBER 2021 13
2.1 Consolidated income statement 14
2.2 Consolidated statement of comprehensive income 15
2.3 Consolidated statement of financial position 16
2.4 Change in consolidated shareholders' equity 17
2.5 Consolidated statement of cash flows 18
2.6 Notes to the consolidated financial statements 19

STATUTORY AUDITORS' REVIEW REPORT ON THE HALF-YEAR FINANCIAL INFORMATION 39

CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE HALF-YEAR REPORT 40

HALF-YEAR FINANCIAL REPORT 2021/2022

RÉMY COINTREAU — HALF-YEAR FINANCIAL REPORT 2021/2022

INTERIM MANAGEMENT REPORT

1.1 ANALYSIS OF THE BUSINESS
AND CONSOLIDATED RESULTS
4
1.1.1 Key figures 4
1.1.2 Analysis of net sales 5
1.1.3 Analysis of current operating profit 6
1.1.4 Other income statement items 7
1.2 COMMENTS ON THE FINANCIAL
POSITION
7
1.3 COMMENTS ON CASH FLOWS 9
1.4 EVENTS AFTER THE REPORTING
PERIOD
10
1.5 OUTLOOK 10

First six months of the year ending 31 March 2022

The Rémy Cointreau Group recorded an exceptional performance in the first half of 2021/2022 and confirmed the recovery initiated in the second half of 2020/2021.

Rémy Cointreau generated net sales of €645.3 million in the first half-year, up +52.0% on an organic basis (+49.8% as reported), driven by continued excellent momentum in the United States and Greater China, as well as strong momentum in Europe. This performance also includes the effects of restocking in the United States and benefits from a favourable basis of comparison linked to the Covid-19 pandemic. Compared to the first half of 2019/2020, net sales was up +26.9%, a level of activity well above that prevailing before the pandemic.

In this context, the Group has generated reported current operating profit of €212.9 million, almost twice the figure for the first half of 2020/2021. The current operating margin was thus 33.2% on an organic basis (33.0% as reported) compared to 24.7% in the first half of 2020/2021. This excellent performance is due to a significant increase in gross margin and good control of overheads while maintaining a sustained rate of investment in marketing and communication to support the brands in the recovery and increase their medium-term growth potential by developing their reputation and attractiveness. Compared to the first half of 2019/2020 (pre-pandemic), current operating profit was up +58.8% on an organic basis.

1.1 Analysis of the business and consolidated results

1.1.1 Key figures

All data is presented in millions of euros for the period from 1 April to 30 September. Organic change is calculated at constant scope and exchange rates compared with the previous period.

(in € millions) September 2021 September 2020 Reported change Organic
change
Net sales 645.3 430.8 49.8% 52.0%
Gross margin 445.9 278.6 60,0% 61,4%
Current operating profit 212.9 106.2 100.4% 104.5%
Current operating margin 33.0% 24.7% 33.2%
Operating profit 199.3 106.0 88.0% 92.0%
Net profit attributable to the owners of the parent 134.0 65.0 106.1% 111.6%
Net profit excluding non-recurring items attributable to the
owners of the parent
148.2 65.2 127.4% 132.9%
Net margin 23,0% 15,1% 23,2%
Earnings per share (basic):
On net profit attributable to the owners of the parent €2.67 €1.30 104.9% 110.0%
On net profit excluding non-recurring items €2.95 €1.31 126.0% 131.1%
Operational investments 16.5 13.0 27.1%
Free cash flow 29.5 32.6 -9.4%
Net financial debt 299.6 427.3 -29.9%

1

1.1.2 Analysis of net sales

During the first half of the financial year, Rémy Cointreau generated net sales of €645.3 million, representing organic growth of +52.0%. On a reported basis, net sales increased by +49.8%, including a positive scope effect of +0.5% (acquisitions of Brillet and Telmont) and a slightly unfavourable currency effect (-2.7%).

NET SALES BY GEOGRAPHIC AREA

September 2021 % Total September 2020 % Total Reported change Organic change
Europe-Middle/East-Africa 112.9 17% 83.5 20% 35.3% 33.5%
Americas 352.7 55% 229.9 53% 53.4% 60.2%
Asia-Pacific 179.7 28% 117.4 27% 53.0% 49.3%
TOTAL 645.3 100% 430.8 100% 49.8% 52.0%

All regions contributed to this excellent performance. Thus, the Americas region grew by 60.2%, driven by the resilience of home consumption and the strong recovery of the on-trade channel in the United States. The Asia-Pacific region generated growth of 49.3%, reflecting in particular a very favourable momentum during the Mid-Autumn Festival in China. Lastly, growth in the Europe-Middle/East-Africa region stood at 33.5% in the wake of the reopening of the on-trade channel and solid activity in the summer.

NET SALES BY DIVISION

September 2021 % Total September 2020 % Total Reported change Organic change
Cognac 464.6 72% 305.4 71% 52.1% 55.2%
Liqueurs & Spirits 164.1 25% 112.1 26% 46.4% 46.9%
Total Group brands 628.7 97% 417.5 97% 50.6% 52.9%
Partner Brands 16.6 3% 13.3 3% 24.6% 23.6%
TOTAL 645.3 100% 430.8 100% 49.8% 52.0%

The strong rebound in activity can be observed in all divisions.

The Cognac division recorded remarkable growth of 55.2%, driven by all regions. In addition to a restocking effect in the United States, the Group benefited from very buoyant consumption, reflecting the structural acceleration of consumption trends observed in 2020 (moving upmarket, home consumption and development of e-commerce).

The House of Rémy Martin continued to multiply its initiatives to increase its visibility and reputation with, in particular, the continued rollout of its new campaign Team-Up For Excellence, represented by the singer and actor Usher, the launch of an international collaboration with the Michelin Guide, the celebration of 100 years of the Sidecar, one of the most iconic cocktails, and numerous multichannel initiatives, as well as activities in China (Super Brand Day with JD.com, pop-up stores, etc.). LOUIS XIII unveiled its ultra-rare red carafe N°XIII in Shanghai. With only 200 engraved and numbered carafes, its tasting will be offered by only a selection of clubs around the world.

Net sales in the Liqueurs & Spirits division grew by 46.9% organically, benefiting from strong demand. In the United States, the was a veritable craze for Cointreau, the St-Rémy brandy saw promising results with the launch of St-Rémy signature and The Botanist gin benefited from strong sales in the on-trade channel. In China, the Whisky division continues to stand out, driven by the success of its single-malt Scotch whiskies among new generations. Lastly, in the Europe-Middle/East-Africa region, the Group recorded very good momentum supported by the reopening of the on-trade channel, an improvement in European tourist flows, market share gains for Cointreau in the United Kingdom and new listings for The Botanist gin.

Partner Brands recorded organic growth of 23.6%, benefiting from a favourable base effect and good momentum in Benelux and the United Kingdom.

1.1.3 Analysis of current operating profit

Current operating profit was up by 104.5% on an organic basis, and the operating margin (organic) stood at 33.2%, a very strong increase (8.5 points) compared to the first six months of the previous financial year (i.e. 2020: 24.7%).

Change in current operating profit compared with September 2020 was as follows:

Current operating profit – September 2020 106.2
Change due to exchange rates (net of hedges) (1.9)
Impact of changes in scope (2.4)
Change in gross margin 171.0
Change in advertising expenditure (37.5)
Change in other selling and administrative expenses (22.6)
Current operating profit – September 2021 212.9

Overall, exchange rate fluctuations had a slightly negative impact of €1.9 million. The average EUR/USD rate for the period was 1.19 compared with 1.14 during the previous period. Given its hedging policy, the Group recorded an average cash rate on the net flows in US dollars generated from the euro zone of 1.18 compared with 1.16 for the period ended 30 September 2020.

The scope effect relates to the acquisitions of the J.R. Brillet cognac (May 2020) and Champagne de Telmont (October 2020).

The change in gross margin breaks down as due to the increase in volumes for €87.5 million, a product mix for €57.4 million and a price effect for €26.1 million. The rebound effect was amplified by growth in superior qualities. The additional margin was reinvested in advertising expenditure for an amount of €37.5 million. This reinvestment should increase significantly during the second half of the financial year.

Other selling and administrative expenses were up by €22.6 million, of which €17.9 million for the divisions and €4.7 million for holding costs.

September 2021 Margin September 2020 Margin Reported change Organic change
Cognac 188.1 40.5% 93.6 30.6% 101.0% 101.9%
Liqueurs & Spirits 37.8 23.1% 18.6 16.6% 103.2% 121.5%
Total Group brands 225.9 35.9% 112.2 26.9% 101.4% 105.2%
Partner Brands 0.3 2.0% 0.5 3.6% -29.4% -21.0%
Holding costs (13.4) - (6.5) - 107.5% 107.6%
TOTAL 212.9 33.0% 106.2 24.7% 100.4% 104.5%

CURRENT OPERATING PROFIT BY DIVISION

Current operating profit in the Cognac division amounted to €188.1 million, a two-fold increase due to the very strong rise in gross margin. Advertising investments increased by 61.1%. Other selling and administrative expenses increased by 14.7%. The current operating margin reached a historic high of 40.5%, up 9.2 points on an organic basis (+9.9 points as reported).

The Liqueurs & Spirits division recorded current operating profit of €37.8 million, increased by a factor of 2.2 due to the rise in gross margin. Advertising investments increased by 49.2%. Other selling and administrative expenses were up by 23.3%. The current operating margin reached 23.1%, an increase of 8.4 points on an organic basis (+6.6 points as reported).

Holding costs amounted to €13.4 million and 2.1% of net sales (2020: 1.5%). The increase of €6.9 million includes a contribution to the Rémy Cointreau Foundation of €2.0 million and €4.9 million related to medium and long term retention, profit sharing and employee share ownership plans.

1

1.1.4 Other income statement items
(in € millions) September 2021 September 2020 Reported
change
Organic
change
Current operating profit 212.9 106.2 100.4% 104.5%
Other operating expenses (13.6) (0.2)
Operating profit 199.3 106.0 88.0% 92.0%
Net financial income/(expense) (7.4) (8.0)
Income tax (58.1) (33.1)
Net profit for the period 134.0 64.9 106.4% 111.8%
Non-controlling interests (0.0) (0.1)
Net profit attributable to the owners of the parent 134.0 65.0 106.1% 111.6%

Operating profit amounted to €199.3 million after taking into account provisions on international customs risks relating to prior periods in the amount of €13.6 million.

A net financial expense of €7.4 million was recorded, representing a reduction of €0.6 million compared with the period ended 30 September 2020, reflecting the lowering of net financial debt.

The income tax expense, estimated on the basis of a forecast annual effective tax rate, amounted to €58.1 million, i.e. an effective tax rate of 30.3% and 28.0% excluding non-recurring items, comparing with 33.8% and 33.8%, respectively for the period ended 30 September 2020. This trend results mainly from the decrease in the tax rate in France where the Group generates most of its taxable income.

Net profit attributable to owners of the parent amounted to €134.0 million, up by 111.6% on an organic basis and of 106.1% as reported, i.e. basic earnings per share of €2.67 compared to €1.30 in the previous period (+104.9% reported and +110.0% organic).

Excluding non-recurring items (other operating income and expenses net of tax), net profit attributable to owners of the parent amounted to €148.2 million, i.e., 2.3 times higher than in the first half of the previous financial year. The corresponding earnings per share were €2.95, compared to €1.31 at 30 September 2020 (+126.0% reported and +131.1% organic).

1.2 Comments on the financial position

(in € millions) September 2021 September 2020 March 2021 Change vs.
March 2021
Non-current assets (other than deferred tax) 899.8 845.6 890.3 9.5
Inventories 1,512.6 1,378.6 1,492.5 20.0
Trade and other receivables 286.4 270.5 158.1 128.3
Trade and other payables (600.9) (498.7) (586.1) (14.9)
Working capital requirements 1,198.0 1,150.4 1,064.6 133.4
Other assets and (liabilities) (212.8) (103.0) (91.4) (121.3)
TOTAL 1,885.1 1,892.9 1,863.5 21.6
Financed by:
Shareholders' equity 1,585.5 1,465.7 1,549.2 36.3
Net financial debt 299.6 427.3 314.3 (14.7)
TOTAL 1,885.1 1,892.9 1,863.5 21.6

All changes given below are compared with the financial year ended 31 March 2021.

Non-current assets increased by €9.5 million, breaking down as follows:

Translation differences 0.6
Increase in non-current assets 16.5
Amortisation/depreciation for the period (14.1)
Change in IFRS 16 right-of-use assets (3.9)
Change in value of Dynasty securities (3.1)
Other changes (liquidity account, guarantee deposits) 13.4
TOTAL CHANGE 9.5

Inventories, an essential asset for the Group, include €1,280.7 million of inventories of spirits in the process of ageing (85%).

The change in "Other assets and (liabilities)", for €(121.3) million, includes:

TOTAL CHANGE (121.3)
Change in provisions for liabilities and charges (14.1)
Change in hedging instruments (4.9)
Current and deferred tax liabilities (8.6)
Dividend payable (93.7)
Translation differences (0.0)

The change in shareholders' equity breaks down as follows:

Net profit/(loss) for the period 134.0
Change in translation reserves 3.7
Profit recorded in equity (9.4)
Impact of stock-option and similar plans 4.5
Share buyback plan (154.5)
Other movements in treasury shares (0.6)
Dividend for the financial year 2020/2021 (93.7)
Partial conversion of OCEANE bonds 149.1
Capital increase 3.1
TOTAL CHANGE 36.3

As announced on 3 June 2021, Rémy Cointreau implemented a share buyback programme from 6 June 2021. This programme, entrusted to an investment services provider, will cover a maximum of one million shares under the price conditions authorised by the Combined Shareholders' Meeting of 23 July 2020 in its 19th resolution. It is intended for the following purposes, in decreasing order of priority: (a) reducing the share capital via the cancellation of treasury shares; (b) meeting the obligations arising from bonus share programmes for employees and/or corporate officers of the Company and/or its related companies; (c) meeting the obligations in respect of marketable securities giving access to capital. Subject to market conditions, this buyback programme will expire no later than 8 December 2021. At 30 September 2021, 898,966 securities had thus been acquired for an amount of €154.5 million.

The Shareholders' Meeting of 22 July 2021 approved the payment of an ordinary cash dividend of €1.85 per share for the financial year ended 31 March 2021, resulting in a dividend of €93.7 million paid in October 2021.

During the half-year, in view of the Rémy Cointreau share price, an early conversion condition was achieved for the OCEANE. At 30 September 2021, 55.8% of the outstanding OCEANE were exchanged for 1,398,822 Rémy Cointreau shares. Rémy Cointreau delivered 75,000 existing shares and 1,323,822 new shares. The partial conversion of the OCEANE resulted into a €149.1 impact in Shareholder's equity.

On 8 June 2021, Rémy Cointreau announced the launch of its first employee share ownership plan, "My Rémy Cointreau" in France. Subscriptions closed on 6 August 2021 with the issue of 23,457 new shares, i.e. a capital increase of €3.1 million.

Net debt amounted to €299.6 million, down by €14.7 million including the net cash flow generated over the period, i.e. an impact on the debt of €135.5 million, the non-cash effect related to the redemption of the OCEANE bonds for €(149.1) million and the translation differences for €(1.1) million.

At 30 September 2021, the Rémy Cointreau Group had €366.6 million in confirmed funding, including:

  • a €100 million syndicated revolving loan maturing on 2 July 2025, bearing interest at EURIBOR plus a variable margin;
  • a €65 million bond maturing on 13 August 2023, bearing interest at 4% and an issue premium of 2.00%;
  • a bond issued in the form of a private placement with a leading European insurer for €80 million, maturing on 27 February 2025 and bearing interest at 2.94%;
  • an OCEANE bond issued on 7 September 2016 maturing on 7 September 2026, bearing interest at 0.125%, which nominal value is now €121.6 million .

As indicated in the post-closing events, on 8 November 2021, Rémy Cointreau entered into a bilateral loan for a period of seven years for an amount of €80 million at a rate of 0.60%.

In addition, the Group had €270 million in unconfirmed bilateral lines.

The A ratio(1) (Net debt/EBITDA), on which the availability of the private bond placement and the syndicated loan is based, was 0.77 at 30 September 2021 (March 2021: 1.33; September 2020: 2.04). Under the terms of the syndicated loan, this ratio, calculated every six months, must remain less than or equal to 4.0 until the loan matures. For the private placement, this limit is 3.5.

(1) The A ratio is calculated every six months. It is the ratio of (a) the arithmetic average of net debt at the end of the half-year and the end of the prior half-year – in this case end-September 2021 and end-March 2021 – and (b) EBITDA for the previous 12 months – in this case end-March 2021 minus end-September 2020 plus September 2021.

1

1.3 Comments on cash flows

(in € millions) September 2021 September 2020 Change
EBITDA 235.4 123.8 111.5
Change in working capital requirement (128.4) (41.1) (87.3)
Net cash flow from operations 107.0 82.8 24.2
Other operating income/(expense) - (0.0) 0.0
Financial result (6.5) (7.3) 0.8
Income tax (47.3) (22.4) (24.9)
Other operating cash flows (53.8) (29.7) (24.1)
Net cash flow from operating activities 53.2 53.1 0.1
Net cash flow from investment activities (23.7) (20.5) (3.2)
Net cash flow from sales/acquisitions (13.1) (11.3) (1.8)
Net cash flow after investments 16.4 21.3 (4.8)
Capital increase 3.1 - 3.1
Treasury shares (155.1) 2.5 (157.6)
Net cash flow before change in debt (135.5) 23.7 (159.2)
Change in gross financial debt 30.4 (205.1) 235.6
Translation differences on cash and cash equivalents 3.3 1.7 1.6
CHANGE IN CASH AND CASH EQUIVALENTS (101.8) (179.7) 78.0

During the half-year, the Group generated an operating cash flow of €53.2 million, equivalent to that of the previous half-year. The strong increase in EBITDA was offset by the increase in the change in working capital requirement and payment flows related to taxes.

The change in working capital requirement impacted operating cash flows for €(128.4) million, compared to €(41.1) million in the previous period. This situation mainly reflects the marked increase in trade receivables and inventories due to the strong activity.

(in € millions) September 2021 September 2020 Variation
Change in working capital requirement of ageing spirits 23,9 23,4 0,4
of which change in inventory of ageing spirits 41,3 30,0 11,3
of which change in payables to suppliers (17,4) (6,6) (10,8)
Change in other inventories (56,7) (39,6) (17,1)
Change in accounts receivables (100,8) (31,3) (69,5)
Change of other debots/creditors 5,3 6,4 (1,1)
CHANGE IN WORKING CAPITAL REQUIREMENT (128,4) (41,1) (87,3)

Net capital expenditure amounted to €23.7 million for the period, mainly for the Cognac site, the whisky production sites (Islay, Seattle, France), and the Group's IT systems.

Net cash flow after investments therefore amounted to €16.4 million. After taking into account flows related to capital (discussed in the financial position section), the change in gross financial debt and translation differences, the change in cash and cash equivalents was a decrease of €101.8 million.

1.4 Events after the reporting period

On 3 November 2021, during COP 26, Rémy Cointreau launched the #APlanetOfException project, which is based on a dual commitment: 1/ reducing its carbon footprint (in line with the Paris Climate Agreement) as part of its official membership of Science Based Targets, 2/ an annual contribution to climate actions in its main markets. The Group thus confirms its long-term objectives: a 50% reduction (in intensity) in its carbon emissions across its entire value chain by 2030 and net zero emissions by 2050. Alongside South Pole, the Group has also committed to contributing annually to projects in the United States and China. The scale of these actions will enable it to achieve carbon neutrality from 2021/2022.

On 8 November 2021, Rémy Cointreau entered into a bilateral loan for a period of seven years for an amount of €80 million, at a fixed interest rate of 0.6%.

1.5 Outlook

For financial year 2021-2022, Rémy Cointreau reiterates its confidence in its ability to outperform the exceptional spirits market and anticipates strong organic growth in sales, mainly driven by performance in the first half.

The Group also confirms its intention to meaningfully increase its marketing and communication spend this year, particularly in the second half, to support its brands through the recovery and boost their medium-term growth potential.

On the back of these stronger than expected first-half results, Rémy Cointreau is upgrading its full-year guidance and is now targeting very strong organic growth in current operating profit.

In light of the Group's plans to step up marketing and communication spend and manage its strategic inventory in the fourth quarter, and given the high base of comparison in the second half, organic growth in current operating profit will be driven solely by the outstanding growth seen in the first half. This will be tempered by adverse currency effects (estimated at around -€5.0 million) and a full-year scope effect of -€2.4 million.

Consequently, Rémy Cointreau now expects to see an organic improvement in its current operating margin.

INTERIM MANAGEMENT REPORT

1

CONSOLIDATED FINANCIAL STATEMENTS OF THE RÉMY COINTREAU GROUP AT 30 SEPTEMBER 2021

2.1 CONSOLIDATED INCOME
STATEMENT
14 2.4 CHANGE IN CONSOLIDATED
SHAREHOLDERS' EQUITY
17
2.2 CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
15 2.5 CONSOLIDATED STATEMENT
OF CASH FLOWS
18
2.3 CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
16 2.6 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
19

2.1 Consolidated income statement

(in € millions) Notes September 2021 September 2020 March 2021
Net sales 15 645.3 430.8 1,010.2
Cost of sales (199.4) (152.2) (330.1)
Gross margin 445.9 278.6 680.1
Distribution costs 16 (172.1) (128.6) (341.6)
Administrative expenses 16 (60.9) (43.8) (102.5)
Current operating profit/(loss) 15 212.9 106.2 236.1
Other operating expenses 17 (13.6) (0.2) (0.2)
Operating profit/(loss) 199.3 106.0 235.9
Cost of net financial debt (5.5) (6.1) (12.0)
Other financial income/(expense) (1.9) (1.9) (2.6)
Net financial income/(expense) 18 (7.4) (8.0) (14.6)
Profit before tax and before share in profit/(loss) of associates 191.9 98.0 221.2
Income tax 19 (58.1) (33.1) (77.6)
Share in profit/(loss) of associates 5 0.2 0.0 0.6
Net profit/(loss) from continuing operations 134.0 64.9 144.3
Net profit/(loss) from discontinued operations 20 - - -
Net profit/(loss) for the period 134.0 64.9 144.3
Of which:
attributable to non-controlling interests (0.0) (0.1) (0.3)
attributable to owners of the parent 134.0 65.0 144.5
Net earnings per share – from continuing operations (in €)
basic 2.67 1.30 2.88
diluted 2.60 1.24 2.75
Net earnings per share – attributable to owners of the parent (in €)
basic 2.67 1.30 2.89
diluted 2.60 1.24 2.75
Number of shares used for the calculation
basic 10.2 50,198,754 49,894,848 50,070,497
diluted 10.2 51,582,219 52,488,122 52,646,147

2.2 Consolidated statement of comprehensive income

(in € millions) September 2021 September 2020 March 2021
Net profit/(loss) for the period 134.0 64.9 144.3
Movement in the value of hedging instruments (8.5) 10.9 (0.4)
Actuarial difference on pension commitments - - 0.7
Securities at fair value through OCI (3.1) (0.2) 9.0
Other movements - 1.4 -
Related tax effect 2.2 (3.5) (0.1)
Movement in translation differences 3.7 (4.9) (0.2)
Total income/(expenses) recorded in equity (5.7) 3.7 9.1
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 128.3 68.7 153.4
Of which:
attributable to owners of the parent 128.3 68.9 153.7
attributable to non-controlling interests 0.0 (0.2) (0.3)

2.3 Consolidated statement of financial position

(in € millions) Notes September 2021 September 2020 March 2021
Goodwill and other intangible assets 2 507.0 500.1 508.1
User rights, IFRS 16 3 13.7 16.7 17.4
Property, plant and equipment 4 340.3 309.3 336.6
Investments in associates 5 1.8 1.1 1.7
Other financial assets 6 37.1 18.4 26.6
Deferred tax assets 19 29.5 18.8 29.5
Non-current assets 929.3 864.4 919.9
Inventories 7 1,512.6 1,378.6 1,492.5
Trade and other receivables 8 286.4 270.5 158.1
Income tax receivables 19 3.5 3.8 4.9
Derivative financial instruments 14 3.5 9.5 4.7
Cash and cash equivalents 9 99.2 89.6 201.0
Current assets 1,905.1 1,751.9 1,861.2
TOTAL ASSETS 2,834.4 2,616.3 2,781.1
Share capital 83.0 80.8 80.8
Share premium 981.0 834.8 834.8
Treasury shares (172.4) (27.5) (25.1)
Consolidated reserves and profit/(loss) for the period 666.9 558.9 635.3
Translation differences 26.3 17.8 22.6
Equity – attributable to owners of the parent 1,584.7 1,464.9 1,548.4
Non-controlling interests 0.8 0.8 0.8
Shareholders' equity 10 1,585.5 1,465.7 1,549.2
Long-term financial debt 11 334.7 449.7 423.8
Provision for employee benefits 29.4 29.8 29.1
Long-term provisions for liabilities and charges 12 3.4 1.9 2.1
Deferred tax assets 19 41.1 44.4 57.1
Non-current liabilities 408.7 525.7 512.1
Short-term financial debt and accrued interest charge 11 64.1 67.2 91.5
Trade and other payables 13 600.9 498.7 586.1
Dividend payable 93.7 9.6 -
Income tax payables 19 50.4 37.9 27.4
Short-term provisions for liabilities and charges 12 20.3 9.8 7.7
Derivative financial instruments 14 10.8 1.8 7.1
Current liabilities 840.2 625.0 719.8
TOTAL EQUITY AND LIABILITIES 2,834.4 2,616.3 2,781.1

2.4 Change in consolidated shareholders' equity

Attributable to:
(in € millions) Share
capital and
premiums
Treasury
shares
Reserves
and net
profit/(loss)
Translation
differences
Profit/(loss)
recorded
in equity
owners of
the parent
company
non
controlling
interests
Total equity
At 31 March 2020 875.4 (30.0) 559.3 22.7 (24.9) 1,402.5 0.9 1,403.4
Net profit/(loss) for the period - - 65.0 - - 65.0 (0.1) 64.9
Gains/(losses) recorded
in equity
- - - (4.8) 8.7 3.8 (0.1) 3.7
Share-based payments - - 0.7 - - 0.7 - 0.7
Transactions on treasury
shares
- 2.5 - - - 2.5 - 2.5
Dividends 40.3 - (49.9) - - (9.6) - (9.6)
At 30 September 2020 915.6 (27.5) 575.2 17.8 (16.3) 1,464.9 0.8 1,465.7
At 31 March 2021 915.6 (25.1) 651.0 22.6 (15.7) 1,548.4 0.8 1,549.2
Net profit/(loss) for the period - - 134.0 - - 134.0 (0.0) 134.0
Gains/(losses) recorded
in equity
- - - 3.7 (9.4) (5.7) 0.0 (5.7)
Share-based payments - - 4.5 - - 4.5 - 4.5
Transactions on treasury
shares
- (155.1) - - - (155.1) - (155.1)
Dividends - - (93.7) - - (93.7) - (93.7)
Capital increase through
employee share ownership plan
3.1 - - - - 3.1 - 3.1
OCEANE conversion (note 11) 145.2 7.8 (3.9) - - 149.1 - 149.1
AT 30 SEPTEMBER 2021 1,064.0 (172.4) 692.0 26.3 (25.1) 1,584.7 0.8 1,585.5

2.5 Consolidated statement of cash flows

(in € millions) Notes September 2021 September 2020 March 2021
Current operating profit/(loss) 212.9 106.2 236.1
Depreciation, amortisation and impairment 18.0 17.0 34.0
Share-based payments 4.5 0.7 2.1
Dividends received from associates 5 - - 0.3
EBITDA 235.4 123.8 272.5
Change in inventories (15.4) (9.6) (100.3)
Change in trade receivables (100.8) (31.3) 9.3
Change in trade payables 29.0 13.3 79.7
Change in other receivables and payables (41.1) (13.6) (1.6)
Change in working capital requirement (128.4) (41.1) (12.9)
Net cash flow from operations 107.0 82.8 259.6
Other operating income/(expense) - (0.0) (0.0)
Financial result (6.5) (7.3) (10.0)
Income tax (47.3) (22.4) (72.5)
Other operating cash flows (53.8) (29.7) (82.6)
Net cash flow from operating activities 53.2 53.1 177.0
Purchase of intangible assets and property, plant and equipment 2/4 (23.7) (20.5) (54.0)
Purchase of shares - (9.5) (6.7)
Disposals of non-current assets 0.0 0.2 1.4
Disposal of shares in associates and non-consolidated investments 6 - - 71.3
Net cash flow from other investments (13.1) (2.0) (3.5)
Net cash flow from investment activities (36.7) (31.8) 8.4
Capital increase 3.1 - -
Treasury shares 10 (155.1) 2.5 1.9
Payment of lease liabilities – IFRS 16 (3.8) (3.2) (6.9)
Increase in financial debt 101.5 - 4.6
Repayment of financial debt (67.3) (201.9) (243.3)
Dividends paid - - (9.6)
Net cash flow from financing activities – continuing operations (121.5) (202.7) (253.2)
Net cash flow from financing activities (121.5) (202.7) (253.2)
Translation differences on cash and cash equivalents 3.3 1.7 (0.6)
Change in cash and cash equivalents (101.8) (179.7) (68.4)
Cash and cash equivalents at start of year 9 201.0 269.4 269.4
Cash and cash equivalents at end of year 9 99.2 89.6 201.0

2.6 Notes to the consolidated financial statements

NOTE 1 ACCOUNTING POLICIES
AND PRINCIPLES
20
NOTE 2 GOODWILL AND OTHER
INTANGIBLE ASSETS
21
NOTE 3 IFRS 16 RIGHT OF USE 22
NOTE 4 PROPERTY, PLANT
AND EQUIPMENT
22
NOTE 5 INVESTMENTS IN ASSOCIATES 23
NOTE 6 OTHER FINANCIAL ASSETS 23
NOTE 7 INVENTORIES 24
NOTE 8 TRADE AND OTHER RECEIVABLES 24
NOTE 9 CASH AND CASH EQUIVALENTS 24
NOTE 10 EQUITY 25
NOTE 11 FINANCIAL DEBT 27
NOTE 12 PROVISIONS FOR LIABILITIES
AND CHARGES
28
NOTE 13 TRADE AND OTHER PAYABLES 29
NOTE 14 FINANCIAL INSTRUMENTS
AND MARKET RISKS
30
NOTE 15 SEGMENT REPORTING 32
NOTE 16 ANALYSIS OF OPERATING
EXPENSES BY TYPE
33
NOTE 17 OTHER OPERATING EXPENSES 33
NOTE 18 FINANCIAL RESULT 34
NOTE 19 INCOME TAX 35
NOTE 20 NET PROFIT/(LOSS) FROM
DISCONTINUED OPERATIONS
35
NOTE 21 NET PROFIT/(LOSS) EXCLUDING
NON-RECURRING ITEMS
36
NOTE 22 OFF-BALANCE SHEET
COMMITMENTS AND CONTINGENT
ASSETS AND LIABILITIES
36
NOTE 23 RELATED PARTIES 37
NOTE 24 EVENTS AFTER THE REPORTING
PERIOD
37
NOTE 25 UPDATE ON THE CONSOLIDATION
SCOPE
38

2

RÉMY COINTREAU — HALF-YEAR FINANCIAL REPORT 2021/2022 19

Introduction

Rémy Cointreau is a société anonyme (joint stock company) with a Board of Directors subject to French legislation and in particular the French Commercial Code. Rémy Cointreau shares are listed on Euronext Paris.

The condensed consolidated financial statements presented below were approved by the Board of Directors on 24 November 2021 pursuant to a recommendation from the Audit Committee following its meeting of 23 November 2021.

NOTE 1 ACCOUNTING POLICIES AND PRINCIPLES

Rémy Cointreau's financial year runs from 1 April to 31 March. The consolidated financial statements are presented in millions of euros.

The interim consolidated financial statements are prepared and presented in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. The notes to these financial statements do not include all the disclosures required for the full annual financial statements and must be read in conjunction with the Group's consolidated financial statements for the financial year ended 31 March 2021.

In accordance with European regulation (EC) No. 1606/2002 of 19 July 2002, Rémy Cointreau's consolidated financial statements are prepared in accordance with international accounting standards applicable within the European Union.

The accounting principles applied in the preparation of the consolidated financial statements comply with IFRS, as adopted by the European Union. These standards can be consulted on the European Commission website at:

www.eur-lex.europa.eu

The accounting policies applied in the preparation of the interim financial statements for the period ended 30 September 2021 are the same as those applied in the consolidated financial statements for the financial year ended 31 March 2021.

1.1 Changes to the accounting basis compared with the previous financial year

The Group has not applied any standards early for which application was not mandatory during the period.

The effects of the following IFRS IC agenda decisions are currently being analysed by the Group:

  • decision published in April 2021 relating to IAS 38 "Intangible assets" and relating to the recognition of the costs of configuration and customisation of software under a Software as a Service cloud computing arrangement;
  • decision published in April 2021 relating to IAS 19 "Employee benefits" and relating to the attribution of employee benefits to periods of service. This decision changes the methods used to calculate the commitments relating to certain defined-benefit plans; the acquisition of rights is no longer spread over the entire career of the scheme beneficiary, but over the period necessary to obtain the capped rights and preceding retirement age.

The potential impacts of these two decisions will be assessed for the annual closing.

1.2 Seasonality

Historically, Group sales are not evenly split between the first half-year and the second half-year. As a result, the interim results at 30 September 2021 are not necessarily indicative of those expected for the full year ending 31 March 2022.

1.3 Specific characteristics of the interim financial statements

In respect of the interim financial statements, the tax charge for the period is an estimate of the effective annual rate which is applied to the profit before tax of the period excluding significant exceptional items. Possible exceptional items in the period, such as the disposal of securities or the effect of a tax dispute, are recorded with their actual tax effect.

NOTE 2 GOODWILL AND OTHER INTANGIBLE ASSETS

(in € millions) Goodwill Brands Rights of
Distribution
Other Total
Gross value at 30 September 2020 48.8 512.9 3.2 50.1 615.0
Gross value at 31 March 2021 51.7 515.9 3.7 51.3 622.6
Acquisitions - - - 1.8 1.8
Disposals, items scrapped - - - (0.5) (0.5)
Other movements - - - 0.1 0.1
Translation differences 0.1 0.1 0.0 0.2 0.5
Gross value at 30 September 2021 51.8 516.0 3.7 52.9 624.5
Accumulated amortisation and impairment
at 30 September 2020
19.8 60.6 3.2 31.4 114.9
Accumulated amortisation and impairment
at 31 March 2021
19.8 60.6 3.7 30.5 114.5
Increase - 0.0 - 2.9 2.9
Disposals, items scrapped - - - (0.4) (0.4)
Translation differences 0.3 0.1 0.0 0.1 0.6
Accumulated amortisation and impairment
at 30 September 2021
20.0 60.7 3.7 33.0 117.5
Net carrying amount at 30 September 2020 29.0 452.4 - 18.7 500.1
Net carrying amount at 31 March 2021 31.9 455.3 0.0 20.8 508.1
Net carrying amount at 30 September 2021 31.8 455.3 0.0 19.9 507.0

The "Goodwill" item, at a net value of €31.8 million at 30 September 2021, includes the goodwill generated by the acquisitions of Bruichladdich Distillery Company Ltd (September 2012) and Domaines des Hautes Glaces (January 2017), The Westland Distillery Company (January 2017), Brillet (April 2020) and J. de Telmont (October 2020).

The carrying amount for the Rémy Martin and Cointreau brands, which totals €281.8 million, is essentially derived from the recognition of non-controlling interests and so does not represent a comprehensive valuation of these brands.

For other brands – mainly consisting of Metaxa, Bruichladdich, Westland and Brillet – the total is €173.5 million, and €205.3 million including the goodwill of the Cash Generating Units (CGUs) to which these brands belong.

"Other" mainly includes software licenses acquired and developed internally.

Impairment of brands and other intangible assets

Since the amounts recorded under "Goodwill" and "Brands" are considered to have an indefinite useful life, the brands recorded on the balance sheet are not amortised. Impairment tests are carried out annually in the second half-year or as soon as there is an indication of impairment. The methodology used to determine the current value of goodwill and brands is described in note 4 to the annual consolidated financial statements.

The assumptions made at 31 March 2021 already included the expected impacts of the Covid crisis. The current forecasts are in line with these assumptions. In the absence of any indication of impairment, no new valuation tests were performed. The annual valuation tests will be carried out during the second half of the year.

At 30 September 2021, the total provision for the impairment of intangible assets totalled €84.5 million (September 2020: €83.5 million; March 2021: €84 million) including €45.0 million for Greek brandy brand Metaxa acquired in 2000 (partial impairment), €11.9 million for Mount Gay (total impairment), €18.0 million for Westland (partial impairment) and €9.6 million for secondary brands.

NOTE 3 IFRS 16 RIGHT OF USE

(in € millions) Gross amount Depreciation &
amortisation
Total
At 30 September 2020 31.6 (14.9) 16.7
At 31 March 2021 35.7 (18.3) 17.4
Expired leases (0.1) 0.1 -
Depreciation & amortisation - (3.8) (3.8)
Translation differences 0.4 (0.3) 0.1
At 30 September 2021 36.1 (22.4) 13.7

NOTE 4 PROPERTY, PLANT AND EQUIPMENT

(in € millions) Land Buildings Other In progress Total
Gross value at 30 September 2020 26.3 170.3 319.1 32.9 548.6
Gross value at 31 March 2021 27.7 186.3 334.6 43.3 591.9
Acquisitions 0.2 4.6 5.5 4.4 14.7
Disposals, items scrapped (0.0) (0.1) (3.0) (0.0) (3.1)
Other movements 0.4 18.3 3.5 (22.2) (0.1)
Translation differences 0.1 0.0 0.6 0.1 0.7
Gross value at 30 September 2021 28.3 209.2 341.1 25.6 604.1
Accumulated amortisation and impairment
at 30 September 2020
3.1 61.2 175.0 - 239.4
Accumulated amortisation and impairment
at 31 March 2021
3.5 65.3 186.6 - 255.3
Increase 0.2 2.9 8.1 - 11.3
Disposals, items scrapped (0.0) (0.0) (3.1) - (3.2)
Translation differences - 0.1 0.4 - 0.5
Accumulated amortisation and impairment
at 30 September 2021
3.7 68.2 192.0 - 263.9
Net carrying amount at 30 September 2020 23.1 109.1 144.2 32.9 309.3
Net carrying amount at 31 March 2021 24.2 121.0 148.1 43.3 336.6
Net carrying amount at 30 September 2021 24.6 141.0 149.2 25.6 340.3

NOTE 5 INVESTMENTS IN ASSOCIATES

(in € millions) Spirits Plateform Total
At 31 March 2021 1.7 1.7
Profit/(loss) of the period 0.2 0.2
Translation differences (0.1) (0.1)
At 30 September 2021 1.8 1.8

NOTE 6 OTHER FINANCIAL ASSETS

(in € millions) September 2021 September 2020 March 2021
Non-consolidated equity investments (note 6.1) 15.8 9.7 18.9
Sub-leasing assets – IFRS 16 1.3 1.8 1.5
Loans to non-consolidated equity investments - 0.3 -
Liquidity account excluding Rémy Cointreau shares 4.5 5.4 5.0
Other 15.5 1.2 1.1
TOTAL 37.1 18.4 26.6

NOTE 6.1 NON-CONSOLIDATED EQUITY INVESTMENTS

(in € millions) % held September 2021 % held September 2020 % held March 2021
Dynasty Fine Wines Group Ltd (China) 27.0% 15.3 27.0% 9.1 27.0% 18.4
Bacalhôa-Vinhos de Portugal (Portugal) 0.8% 0.5 0.8% 0.5 0.8% 0.5
TOTAL 15.8 9.7 18.9

This item mainly includes the valuation of the investment in the HKD0.41, the valuation of the investment was €15.3 million at Chinese Dynasty Fine Wines Group, a major wine player in China, 30 September 2021, representing a decrease of €3.1 million listed on the Hong Kong stock exchange. Said equity investment is compared to the financial year ended 31 March 2021, for which the recognised in accordance with IFRS 9. With a closing share price of counter entry was recorded under equity.

NOTE 7 INVENTORIES

(in € millions) September 2021 September 2020 March 2021
Raw materials 51.2 46.5 49.6
Ageing wines and eaux-de-vie(1) 1,280.7 1,197.7 1,322.0
Goods for resale and finished goods 185.4 137.8 125.4
Gross amount 1,517.4 1,382.0 1,497.0
Provision for impairment (4.8) (3.4) (4.5)
Carrying amount 1,512.6 1,378.6 1,492.5

(1) Of which Alliance Fine Champagne inventories (September 2021: €240.8 million, March 2021: €357.6 million, September 2020: €257.9 million).

As of 30 September 2021, some inventories were subject to agricultural warrants for €25.0 million (September 2020: €52.0 million; March 2021: €60.0 million).

NOTE 8 TRADE AND OTHER RECEIVABLES

(in € millions) September 2021 September 2020 March 2021
Trade receivables 190.0 131.1 85.5
Receivables related to taxes and social charges (excl. income tax) 21.1 16.3 25.0
Sundry prepaid expenses 11.2 11.7 9.5
Advances paid 56.7 33.2 33.1
Receivables related to asset disposals 0.0 71.3 0.0
Other receivables 7.3 6.9 5.0
TOTAL 286.4 270.5 158.1
of which provision for doubtful debts (9.3) (1.8) (9.6)

The Group is engaged in factoring programmes in Europe, the United States and Asia-Pacific (excluding China) with specialised companies, top-tier bank subsidiaries.

Through these programmes, the Group is able to transfer to the factor all credit and carrying risks related to the accounts receivable of certain customers, up to a certain credit limit. These programmes meet the conditions set forth by IFRS 9 enabling the Group to deconsolidate its receivables once they are transferred to the factor.

The Group made use of factoring programmes during the period, thereby speeding up the payment of trade receivables totalling €65.5 million at 30 September 2021 (September 2020: €75.3 million; 31 March 2021: €55.0 million).

NOTE 9 CASH AND CASH EQUIVALENTS

(in € millions) September 2021 September 2020 March 2021
Short-term deposits 0.3 0.5 0.2
Cash at bank 98.9 89.1 200.8
TOTAL 99.2 89.6 201.0

NOTE 10 EQUITY

NOTE 10.1 SHARE CAPITAL, SHARE PREMIUMS AND TREASURY SHARES

Number of
shares
Treasury
shares
Total number
of shares
Share capital Share
premiums
Treasury
shares
At 31 March 2021 50,503,106 (243,324) 50,259,782 80.8 834.8 (25.1)
Share Buyback Plan - (898,966) (898,966) - - (154.5)
Liquidity account - (3,277) (3,277) - - (0.6)
Employee share ownership plan 23,457 - - 0.0 3.1 -
OCEANE conversion 1,323,822 75,000 1,398,822 2.1 143.1 7.8
At 30 September 2021 51,850,385 (1,070,567) 50,779,818 83.0 981.0 (172.4)

Share capital and premiums

At 30 September 2021, the share capital comprised 51,850,385 shares with a par value of €1.60.

SHARE BUYBACK PLAN

Recent events Rémy Cointreau's Board of Directors, at its meeting of 2 June 2021, decided, pursuant to resolutions nineteen and twenty of the Shareholders' Meeting of 23 July 2020, to authorise the Chief Executive Officer of the parent company to implement a buyback programme. This programme covers a maximum of one million shares under the price conditions authorised by the Combined Shareholders' Meeting of 23 July 2020 in its 19th resolution. Subject to market conditions, the programme will expire no later than 8 December 2021.

The share buyback programme is designed to achieve the following, in order of decreasing priority:

  • a) reducing the share capital via the cancellation of treasury shares;
  • b) meeting the obligations arising from bonus share programmes for employees and/or corporate officers of the Company and/or its related companies;
  • c) meeting the obligations in respect of marketable securities giving access to capital.

Pursuant to this authorisation, the Company appointed an investment services provider to purchase Rémy Cointreau SA shares. At 30 September 2021, 898,966 securities had thus been acquired for an amount of €154.5 million.

EMPLOYEE SHARE OWNERSHIP PLAN

On 8 June 2021, Rémy Cointreau announced the launch of its first employee share ownership plan, "My Rémy Cointreau" in France. Subscriptions closed on 6 August 2021 with the issue of 23,457 new shares, i.e. an equity increase of €3.1 million.

OCEANE

During the half-year, in view of the Rémy Cointreau share price, an early conversion condition was achieved for the OCEANE. As of 30 September 2021, an application for conversion into Rémy Cointreau shares had been made for 55.8% of the outstanding OCEANEs. Given the conversion ratio, 1,398,822 shares were accordingly exchanged, of which 75,000 were existing shares and 1,323,822 new shares. The transaction resulted in an impact of €149.1 million on consolidated equity.

Treasury shares

At 30 September 2021, Rémy Cointreau held 1,062,954 treasury shares intended to be cancelled in part or to cover current or future bonus share plans and 7,613 treasury shares under the liquidity contract.

NOTE 10.2 NUMBER OF SHARES USED TO CALCULATE EARNINGS PER SHARE

September 2021 September 2020 March 2021
Average number of shares (basic):
Average number of shares 50,696,518 50,165,233 50,333,706
Average number of treasury shares (497,764) (270,385) (263,209)
TOTAL USED TO CALCULATE BASIC EARNINGS PER SHARE 50,198,754 49,894,848 50,070,497
Average number of shares (diluted):
Average number of shares (basic) 50,198,754 49,894,848 50,070,497
Dilution effect of bonus share plans 273,156 86,725 69,101
Dilution effect on OCEANE 1,110,309 2,506,549 2,506,549
TOTAL USED TO CALCULATE DILUTED EARNINGS PER SHARE 51,582,219 52,488,122 52,646,147

NOTE 10.3 DIVIDENDS

The Shareholders' Meeting of 22 July 2021 approved the payment of an ordinary dividend of €1.85 per share in respect of the financial year ended 31 March 2021, representing an overall amount of €93.7 million. This dividend, for which the ex-dividend date was 29 September 2021, was paid from 1 October 2021.

NOTE 10.4 NON-CONTROLLING INTERESTS

(in € millions) September 2021 September 2020 March 2021
Minority interests in Mount Gay Distilleries 0.8 0.8 0.8
TOTAL 0.8 0.8 0.8

NOTE 11 FINANCIAL DEBT

NOTE 11.1 NET FINANCIAL DEBT

September 2021 September 2020 March 2021
(in € millions) Long term Short term Total Long term Short term Total Long term Short term Total
Gross financial debt 334.7 64.1 398.8 449.7 67.2 516.9 423.8 91.5 515.3
Cash and cash equivalents (note 9) - (99.2) (99.2) - (89.6) (89.6) - (201.0) (201.0)
NET FINANCIAL DEBT 334.7 (35.1) 299.6 449.7 (22.4) 427.3 423.8 (109.5) 314.3

NOTE 11.2 GROSS FINANCIAL DEBT BY TYPE

September 2021 September 2020 March 2021
(in € millions) Long term Short term Total Long term Short term Total Long term Short term Total
Private bond placement 79.9 - 79.9 79.9 - 79.9 79.9 - 79.9
Convertible bonds (OCEANE) 118.1 - 118.1 263.3 - 263.3 265.2 - 265.2
Drawdown on syndicated loan 60.0 - 60.0 30.0 - 30.0 - - -
Upfront fees on syndicated loan (0.3) - (0.3) (0.4) - (0.4) (0.3) - (0.3)
Partner current account - - - - 20.0 20.0 - 20.0 20.0
Other financial debt and overdrafts - 12.2 12.2 - - - - - -
Accrued interest - 0.3 0.3 - 0.3 0.3 - 0.6 0.6
Total Rémy Cointreau SA 257.7 12.4 270.1 372.8 20.3 393.1 344.8 20.6 365.4
Bonds 64.7 - 64.7 64.5 - 64.5 64.6 - 64.6
Other financial debt and overdrafts - 34.3 34.3 0.0 31.5 31.6 - 3.8 3.8
Debt from non-controlling interests in
J. de Telmont
3.5 - 3.5 - - - 2.9 - 2.9
Accrued interest - 0.4 0.4 - 0.4 0.4 - 1.6 1.6
Borrowings by special purpose entities - 10.2 10.2 - 8.0 8.0 - 57.5 57.5
Lease liabilities – IFRS 16 8.8 6.8 15.6 12.4 6.9 19.4 11.6 8.0 19.6
Total subsidiaries 77.0 51.7 128.6 76.9 46.9 123.8 79.0 70.9 149.9
GROSS FINANCIAL DEBT 334.7 64.1 398.8 449.7 67.2 516.9 423.8 91.5 515.3

NOTE 11.3 BONDS

Private bond placement

On 27 February 2015, Rémy Cointreau issued an €80.0 million bond in the form of a private placement with a leading European insurer. The bonds have a coupon of 2.945% with a ten-year maturity. The issue amounted to €79.9 million at 30 September 2021, after taking into account the issue costs of €0.1 million.

This contract is unsecured. Availability of the funds is subject to the A ratio (see Syndicated loan) remaining below 3.5 at each half-year end for the duration of the contract.

Convertible bonds (OCEANE)

On 7 September 2016, as part of a private placement with institutional investors, Rémy Cointreau issued bonds with an option to convert to and/or exchange for new and/or existing shares (OCEANE), with a maturity date of 7 September 2026 and a nominal amount of €275.0 million, or 2,484,191 OCEANEs with a par value of €110.70 each. The OCEANE bonds bear interest at a nominal annual rate of 0.125%, payable in arrears on 7 September each year.

Holders of OCEANEs have a right to the allocation of new and/or existing Rémy Cointreau shares, at an initial conversion ratio of one share for one OCEANE. In accordance with the terms and conditions of the OCEANE bonds, this ratio was subsequently adjusted. As at 30 September 2021, it was 1.011 shares for one bond. This right to the allocation of shares is exercisable from 7 September 2023, or in the event of an early conversion condition being met.

At the date of issue, the unit par value of the OCEANE bonds incorporates an issue premium of 40% based on the reference price of the Company's shares on the Euronext Paris regulated market.

Pursuant to the "split accounting" required by IAS 32, the OCEANE was initially recognised in financial debt for €250.1 million and in shareholders' equity for €24.9 million.

In the period ended 30 September 2021, given the price of the Rémy Cointreau share, an early conversion condition was met for the OCEANE and requests for conversion into Rémy Cointreau shares were made for 55.8% of the outstanding bonds. Accordingly, 1,398,822 shares were exchanged, including 75,000 existing shares and 1,323,822 new shares. At 30 September 2021, the balance of the OCEANE bonds amounted to 1,098,228 bonds, representing a nominal value of €121.6 million, recognised for €118.1 million in financial debt and €3.5 million in equity.

Compared to 31 March 2021, the debt component of the OCEANE bonds decreased from €265.2 million to €118.1 million, i.e. a reduction of €(147.1) million, of which €(149.1) million from translation, offset by consolidated shareholders' equity, and €2.0 million corresponding to the amortisation of the debt for the period.

Bonds with a par value of €65 million

On 13 August 2013, Financière Rémy Cointreau SA/NV issued a ten-year bond for the amount of €65 million, guaranteed by Rémy Cointreau SA. The issue amounted to €64.7 million at 30 September 2021, after taking into account €(0.3) million in issue premiums and expenses.

The bonds have a par value of €250,000 each and were issued at 97.977% of par (issue premium of 2.023%), bearing interest of 4% payable annually on 13 August. They will be redeemed at par at maturity on 13 August 2023.

This bond is not secured.

After taking the issue premium and expenses into account, the net proceeds from the bond were €63.2 million, putting the effective interest rate at 4.35%.

NOTE 11.4 SYNDICATED LOAN

On 2 July 2018, Rémy Cointreau took out a syndicated loan of €100 million with a pool of six banking groups, maturing on 2 July 2025.

Amounts drawn down bear interest at EURIBOR plus a margin of 35 bps to 125 bps, depending on the Group's debt rating.

This facility is unsecured.

The availability of the facility is contingent on "Average net debt/EBITDA" (the A ratio) being less than or equal to 4.0 at 30 September and 31 March of each year until maturity. At 30 September 2021, the A ratio was 0.77 (March 2021: 1.33; September 2020: 2.04).

NOTE 12 PROVISIONS FOR LIABILITIES AND CHARGES

NOTE 12.1 ANALYSIS OF CHANGE

(in € millions) Total
At 31 March 2021 9.8
Increase 15.8
Reversals – Used (1.9)
Reversals – Unused (0.1)
Translation differences 0.1
At 30 September 2021 23.7

"Provisions for liabilities and charges" mainly consist of provisions recognised to cover trade and employee-related disputes.

NOTE 12.2 MATURITY

These provisions are intended to cover probable items of expenditure payable as follows:

(in € millions) September 2021 September 2020 March 2021
Long-term provisions (or unknown maturity) 3.4 1.9 2.1
Short-term provisions 20.3 9.8 7.7
TOTAL 23.7 11.6 9.8

NOTE 13 TRADE AND OTHER PAYABLES

(in € millions) September 2021 September 2020 March 2021
Trade payables – eaux-de-vie 245.5 234.1 262.0
Other trade payables 84.7 72.9 68.0
Advances from customers 3.1 3.6 2.3
Payables related to tax and social charges (excl. income tax) 58.6 48.9 65.7
Excise duties 1.7 1.5 2.1
Advertising expenses payable 177.9 93.4 151.0
Miscellaneous deferred income 1.8 2.3 1.5
Other liabilities 27.5 42.1 33.3
TOTAL 600.9 498.7 586.1

NOTE 14 FINANCIAL INSTRUMENTS AND MARKET RISKS

The Group commonly uses financial instruments to manage its currency risk exposure. The policy for managing market risks complies with the prudential rules approved by the Board of Directors. More specifically, the sale of options is limited to tunnel strategies and the resale of previously purchased instruments that are subject to approval on an individual basis.

All hedging transactions are entered into with top-tier international banks.

With regard to currency risk, the Group endeavours to hedge its budgeted net commercial exposure over a rolling period of approximately 12 to 24 months. This is achieved by entering into firm or optional currency hedging agreements in accordance with the guidelines set by the Board of Directors.

The Group does not hedge the currency risk arising from the translation of the financial statements of companies outside the euro zone into euros.

The Group's hedging policy only allows for the hedging of short-term currency risk. It is not intended to protect the Group against the economic effects of long-term money market trends on the Group's net sales and margins.

NOTE 14.1 BREAKDOWN OF FINANCIAL INSTRUMENTS (INTEREST RATE AND FOREIGN EXCHANGE RATE)

(in € millions) September 2021 September 2020 March 2021
Assets
Interest rate derivatives - - -
Exchange rate derivatives 3.5 9.5 4.7
TOTAL 3.5 9.5 4.7
Liabilities
Interest rate derivatives - - -
Exchange rate derivatives 10.8 1.8 7.1
TOTAL 10.8 1.8 7.1

NOTE 14.2 INTEREST RATE DERIVATIVES

At 30 September 2021, the Group had no interest rate derivatives in its portfolio.

NOTE 14.3 EXCHANGE RATE DERIVATIVES

The Group uses options and forward contracts to hedge its cash flows from commercial transactions. Commercial transactions for the year for which payment has not been received as of the balance sheet date are hedged by short-term currency swaps.

Furthermore, Rémy Cointreau SA, which centralises the Group's financing needs, and its subsidiary Financière Rémy Cointreau make intra-Group loans and borrowings denominated in the counterparty's currency. The Group uses back-to-back currency swaps to match these loans and borrowings. The maturity of such transactions ranges from one month to one year.

BREAKDOWN OF ALL CURRENCY HEDGING INSTRUMENTS IN THE PORTFOLIO AT 30 SEPTEMBER 2021

(in € millions) Nominal
amount(1)
Initial value Market value Of which CFH(2) Of which
Trading(2)
Put options and tunnel options
Seller USD (vs. EUR) 289.4 - 0.5 0.5 -
Other currencies (vs. EUR) 93.9 (0.0) 0.7 0.7 -
383.3 (0.0) 1.2 1.2 -
Forward sales
Seller USD (vs. EUR) 241.9 - (5.9) (5.9) -
Other currencies (vs. EUR) 99.1 - (2.9) (2.9) -
341.0 - (8.8) (8.8) -
Purchase/(sale) of currency swaps
(operating activities)(3)
Seller USD (vs. EUR) 26.4 - 0.2 - 0.2
Other currencies (vs. EUR) (23.9) - (0.2) - (0.2)
2.5 - 0.0 - 0.0
Purchase/(sale) of currency swaps
(financing activities)(3)
Seller USD (vs. EUR) 5.5 - (0.1) - (0.1)
Other currencies (vs. EUR) (83.3) - 0.4 - 0.4
(77.8) - 0.3 - 0.3
TOTAL 649.0 (0.0) (7.3) (7.6) 0.3

(1) Nominal amount in foreign currency translated at the closing rate.

(2) Fair value hedge; Cash flow hedge; Trading: held for trading.

(3) Difference between closing rate and forward rate.

NOTE 15 SEGMENT REPORTING

As required by IFRS 8, the Rémy Cointreau Group provides an performances and allocates resources based on the financial data analysis by business segment and geographic area of certain of its analysed for the Rémy Martin, Liqueurs & Spirits and consolidated financial statements. Under this standard, the Partner Brands businesses. Consequently, the Group has identified operating segments to be presented are those for which separate three businesses as the operating segments to be presented. In financial information is available internally and which are used by addition, a holding segment includes the central expenses that are the "main operational decision-maker" to make operational not allocated to the various divisions. decisions. Rémy Cointreau's main operational decision-maker is the

Executive Committee. This committee reviews operational Information given by business segment is identical to that presented to the Executive Committee.

NOTE 15.1 BUSINESSES

BREAKDOWN OF NET SALES AND CURRENT OPERATING PROFIT/(LOSS)

Net sales Current operating profit/(loss)
(in € millions) September 2021 September 2020 March 2021 September 2021 September 2020 March 2021
Cognac 464.6 305.4 735.0 188.1 93.6 221.0
Liqueurs & Spirits 164.1 112.1 248.3 37.8 18.6 33.0
Group brands subtotal 628.7 417.5 983.3 225.9 112.2 254.0
Partner Brands 16.6 13.3 26.9 0.3 0.5 (0.8)
Holding - - - (13.4) (6.5) (17.1)
TOTAL 645.3 430.8 1,010.2 212.9 106.2 236.1

There are no intra-segment sales.

NOTE 15.2 GEOGRAPHIC AREAS

NET SALES

(in € millions) September 2021 September 2020 March 2021
Europe-Middle/East-Africa(1) 112.9 83.5 188.3
Americas 352.7 229.9 522.0
Asia-Pacific 179.7 117.4 299.9
TOTAL 645.3 430.8 1,010.2

(1) Net sales in France amounted to €6.8 million at 30 September 2021 (September 2020: €4.3 million, March 2021: €9.2 million).

NOTE 16 ANALYSIS OF OPERATING EXPENSES BY TYPE

(in € millions) September 2021 September 2020 March 2021
Personnel costs (116.9) (100.3) (213.1)
Advertising and promotion expenses (99.1) (61.9) (191.0)
Depreciation, amortisation and impairment of non-current assets (17.5) (16.4) (34.0)
Other expenses (34.9) (26.4) (69.0)
Expenses allocated to inventories and production costs 35.4 32.6 63.1
TOTAL (233.0) (172.4) (444.1)
of which:
Distribution costs (172.1) (128.6) (341.6)
Administrative expenses (60.9) (43.8) (102.5)
TOTAL (233.0) (172.4) (444.1)

Payroll expenses included in particular salaries and social charges, pension plan costs, bonus share plan expenses and benefits in kind. Distribution costs comprise advertising and promotion expenses, commission income or expenses, ordinary write-downs of inventories and trade receivables and the overheads of the Group distribution companies.

Administrative expenses comprise all overheads of the holding companies and production companies.

NOTE 17 OTHER OPERATING EXPENSES

(in € millions) September 2021 September 2020 March 2021
Costs relating to the acquisition of Brillet - (0.2) (0.4)
Costs related to the acquisition of J. de Telmont - (1.1)
Provisions for international customs risks (13.6) - -
Reversal of provision for risks - - 1.2
Other - - 0.1
TOTAL (13.6) (0.2) (0.2)

NOTE 18 FINANCIAL RESULT

NOTE 18.1 NET BORROWING COST BY TYPE

(in € millions) September 2021 September 2020 March 2021
Bonds (1.4) (1.4) (2.8)
OCEANE (2.0) (2.1) (4.3)
Private bond placement (1.2) (1.2) (2.4)
Syndicated loan and unconfirmed lines (0.2) (0.3) (0.5)
Partner current account (0.0) (0.1) (0.1)
Finance costs of special purpose entities (0.4) (0.8) (1.5)
Accretion of lease liabilities – IFRS 16 (0.3) (0.4) (0.7)
Cost of gross financial debt (5.5) (6.2) (12.1)
Interest income 0.1 0.1 0.1
Cost of net financial debt (5.5) (6.1) (12.0)

Financial debt is described in note 11.

NOTE 18.2 OTHER FINANCIAL INCOME/(EXPENSE)

(in € millions) September 2021 September 2020 March 2021
Currency losses (0.4) (0.6) (0.4)
Other financial expenses of special purpose entities (0.8) (0.8) (1.5)
Other (0.7) (0.5) (0.7)
Other financial income/(expense) (1.9) (1.9) (2.6)

Currency gains/(losses) from operations are recognised in gross profit.

NOTE 19 INCOME TAX

NOTE 19.1 NET INCOME TAX EXPENSE

(in € millions) September 2021 September 2020 March 2021
Current tax (expense)/income (68.3) (48.1) (87.3)
Deferred tax (expense)/income 10.2 15.0 9.7
Income tax (58.1) (33.1) (77.6)
Effective published tax rate -30.3% -33.8% -35.1%
Effective tax rate excl. non-recurring items -28.0% -33.8% -33.5%

NOTE 19.2 INCOME TAX BALANCES

(in € millions) September 2021 September 2020 March 2021
Income tax receivables 3.5 3.8 4.9
Income tax payables (50.4) (37.9) (27.4)
Net liability (47.0) (34.2) (22.5)

NOTE 20 NET PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS

The net profit/(loss) from discontinued operations over all the periods presented is nil.

NOTE 21 NET PROFIT/(LOSS) EXCLUDING NON-RECURRING ITEMS

NOTE 21.1 RECONCILIATION WITH NET PROFIT/(LOSS) FOR THE PERIOD

Net profit/(loss) excluding non-recurring items attributable to owners of the parent is reconciled with net profit/(loss) attributable to owners of the parent as follows:

September 2021
(in € millions)
September 2020 March 2021
Net profit/(loss) – attributable to owners of the parent 134.0 65.0 144.5
Profit/(loss) recorded under "Other operating expenses" (note 17) 13.6 0.2 0.2
Tax on "Other operating expenses" (3.4) (0.1) (0.1)
Effect of tax rate changes on deferred taxation in France
and the United Kingdom
4.0 - 3.6
Net profit/(loss) excluding non-recurring items –
attributable to owners of the parent
148.2 65.2 148.2

NOTE 21.2 NET EARNINGS EXCLUDING NON-RECURRING ITEMS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT

(in € millions) Notes September 2021 September 2020 March 2021
Net profit/loss excluding non-recurring items
● attributable to owners of the parent 148.2 65.2 148.2
Number of shares
● basic 10.2 50,198,754 49,894,848 50,070,497
● diluted 10.2 51,582,219 52,488,122 52,646,147
Per share (in €)
● basic 2.95 1.31 2.96
● diluted 2.87 1.24 2.82

NOTE 22 OFF-BALANCE SHEET COMMITMENTS AND CONTINGENT ASSETS AND LIABILITIES

NOTE 22.1 OPERATING ACTIVITY COMMITMENTS

(in € millions) September 2021 September 2020 March 2021
Purchase commitments – non-current assets 19.4 17.2 13.3
Purchase commitments – eaux-de-vie 367.0 452.0 362.1
Purchase commitments – other spirits 11.2 10.6 13.8
Other purchase commitments 20.7 21.0 24.4

Purchase commitments – non-current assets mainly concern the acquisition of ageing casks at the Cognac site, and real estate projects for Rémy Martin, Bruichladdich and Westland.

Eaux-de-vie purchasing commitments mainly relate to multi-year contracts in place with distillers. These commitments are valued based on the prices known at the balance sheet date.

Other purchase commitments comprise purchase commitments for packaging items, advertising and promotion spending commitments and other miscellaneous purchase commitments.

NOTE 22.2 FINANCING COMMITMENTS, DEPOSITS AND SIMILAR GUARANTEES

(in € millions) September 2021 September 2020 March 2021
Customs deposits 33.2 31.5 32.4
Environmental deposits 2.7 2.7 2.7
Agricultural warrants on AFC inventories 25.0 52.0 60.0
Other guarantees 3.3 1.7 1.7

NOTE 22.3 CONTINGENT ASSETS AND LIABILITIES RELATED TO DISPOSAL TRANSACTIONS

In connection with disposal transactions, guarantees in respect of covering periods prior to the sale are generally included until such liabilities are generally granted to the buyers for defined periods and liabilities lapse under the statute of limitations. amounts stipulated in the agreements. Liabilities for tax, excise duties and social security payments that may arise following audits At 30 September 2021, no guarantees were outstanding.

NOTE 22.4 OTHER CONTINGENT LIABILITIES

During the period ended 30 September 2021, Rémy Cointreau was involved in various other legal disputes. Following a review of each case within each subsidiary involved, and based on the advice of the legal counsels, the provisions deemed necessary were recognised to cover the estimated risks.

Rémy Cointreau certifies that it has not omitted to report any significant off-balance sheet items in its consolidated financial statements.

NOTE 23 RELATED PARTIES

During the period ended 30 September 2021, relationships with related parties remained similar to those for the year ended 31 March 2021.

NOTE 24 EVENTS AFTER THE REPORTING PERIOD

On 3 November 2021, during COP 26, Rémy Cointreau launched value chain by 2030 and net zero emissions by 2050. Alongside the #APlanetOfException project, which is based on a dual South Pole, the Group has also committed to contributing annually commitment: 1/ reducing its carbon footprint (in line with the Paris to projects in the United States and China. The scale of these Climate Agreement) as part of its official membership of Science actions will enable it to achieve carbon neutrality from 2021/2022. Based Targets, 2/ an annual contribution to climate actions in its main markets. The Group thus confirms its long-term objectives: a 50% reduction (in intensity) in its carbon emissions across its entire

On 8 November 2021, Rémy Cointreau announced that it had taken out a loan for an amount of €80 million bearing a fixed interest rate of 0.60% and with a maturity of seven years.

NOTE 25 UPDATE ON THE CONSOLIDATION SCOPE

There was no change in scope over the half-year.

STATUTORY AUDITORS' REVIEW REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

Period from 1 April to 30 September 2021

This is a free translation into English of the statutory auditors' review report on the half-year financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-year management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

Rémy Cointreau

21 boulevard Haussmann

75009 Paris

In compliance with the assignment entrusted to us by your Shareholders' Annual General Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-year consolidated financial statements of Rémy Cointreau, for the period from 1 April to 30 September 2021;
  • the verification of the information presented in the half-year management report.

Due to the global crisis related to the Covid-19 pandemic, the condensed half-year consolidated financial statements of this period have been prepared and reviewed under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies' internal organization and the performance of our procedures.

These condensed half-year consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

I - CONCLUSION ON THE FINANCIAL STATEMENTS

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34- standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II - SPECIFIC VERIFICATION

We have also verified the information presented in the half-year management report on the condensed half-year consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.

French original signed by Neuilly-sur-Seine and Courbevoie, 25 November 2021 The Statutory Auditors

PricewaterhouseCoopers Audit

Mazars

Olivier Auberty

Jérôme de Pastors

CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE HALF-YEAR REPORT

I certify that, to the best of my knowledge, the condensed consolidated financial statements for the first half-year 2021/2022 were prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, the financial position and the financial performance of the Company and all the companies included in the consolidation, and the half-year operating report presents a true and fair view of significant events which occurred in the first six months of the year, their impact on the half-year financial statements, significant transactions between related parties, as well as the principal risks and uncertainties for the remaining six months of the financial year.

Paris, 24 November 2021 Éric Vallat Chief Executive Officer of Rémy Cointreau

Limited company with a capital of €80,804,969.60 Head office: rue Joseph Pataa – Ancienne rue de la Champagne – 16 100 Cognac - France 302 178 892 R.C.S Angoulême

21, boulevard Haussmann 75009 Paris Telephone: +33 (0) 1 44 13 44 13

The French version of this document is available on request or on the website remy-cointreau.com

Printed on paper from sustainably managed forests.