H1 2021 Earnings Results

September 1, 2021

Table of Contents

Accounting Implications from the Financial Restructuring ...........................................

3

Financial and Operating Overview ...................................................................................

5

Consolidated Income Statement ......................................................................................

6

Revenue and Adjusted EBITDA ........................................................................................

8

Earnings per Share ............................................................................................................

8

Revenue and Adjusted EBITDA at Constant Currency...................................................

9

Operating Expenses ........................................................................................................

10

Income Statement by Country

Mexico ....................................................................................................................

11

Argentina ...............................................................................................................

12

Spain ......................................................................................................................

13

Italy .........................................................................................................................

14

Other Operations...................................................................................................

15

Consolidated Cash Flow Statement ...............................................................................

16

Capital Expenditures and Acquisitions .........................................................................

18

Consolidated Balance Sheet...........................................................................................

19

Net Working Capital.........................................................................................................

20

Capitalization ...................................................................................................................

21

Gaming Capacity by Venue.............................................................................................

22

Gaming Capacity by Product ..........................................................................................

23

Recent Events ..................................................................................................................

24

Contact Information.........................................................................................................

25

2

Accounting Implications from the Financial Restructuring

On April 22, 2021, the Company announced it had entered into a Lock Up Agreement with a group of its largest noteholders (the Ad Hoc Group) in relation to a proposed restructuring transaction. As a result, the operational part of the Company will be transferred to a new holding company (the "New Topco"), with 95% of the share capital of the New Topco being owned by Codere's bondholders and the remaining 5% of the share capital by the Codere S.A.. From the Parent Company's perspective, the future recovery of the businesses will not be carried out by their continued use, but by a transaction similar to a sale, the price of which will be established based on valuations that are being carried out by independent experts (such valuations confirm that the enterprise value of the Group falls below the value of its debt).

As such, the Company has applied IFRS 5, "Non-current assets held for sale and discontinued activities", for all of the Group's operations.

The actions to distribute the assets and liabilities are expected to take place within a year from the classification date of June 30, 2021 and will end with the loss of control by Codere, S.A. Consequently, all the assets and liabilities, which are going to be transferred, are grouped under the headings "Group of assets subject to change of control" and "Liabilities related to the Group of assets subject to change of control" in the Consolidated Balance Sheet as of June 30, 2021, while all H1 2021 operations are presented under as "Discontinued operations" in the Consolidated Income Statement.

Simplified financial statements are provided below:

Income Statement

Figures in EUR mm, except where noted otherwise

Quarter

YTD

Q2 2020

Q2 2021

Var. %

2020

2021

Var. %

Operating Revenue

39.1

0.0

n.a.

317.6

0.0

n.a.

Operating Expenses (excl. D&A)

(62.8)

0.0

n.a.

(293.6)

0.0

n.a.

Depreciation & Amortization and Other Operating Expenses

(49.1)

0.0

n.a.

(107.3)

0.0

n.a.

Operating Profit (Post-Inflation Accounting)

(72.8)

0.0

n.a.

(83.2)

0.0

n.a.

Interest Expense and Other Financial Expenses

(22.1)

0.0

n.a.

(96.7)

0.0

n.a.

Results from Discontinued Operations

0.0

(77.2)

n.a.

0.0

(168.7)

n.a.

Earnings before Corporate Income Taxes

(94.9)

(77.2)

18.6%

(179.9)

(168.7)

6.2%

Provision for Corporate Income Taxes and Minorities/ Affiliates

14.4

0.0

n.a.

2.3

0.0

n.a.

Net Income / (Loss)

(80.5)

(77.2)

4.1%

(177.6)

(168.7)

5.0%

Cash Flow Statement

Figures in EUR mm, except where noted otherwise

Quarter

YTD

Q2 2020

Q2 2021

Var. %

2020

2021

Var. %

Cash Flow from Discontinued Operations

0.0

34.7

n.a.

0.0

(17.2)

n.a.

Cash Flow from Continued Operations

(38.3)

0.0

n.a.

(10.9)

0.0

n.a.

Cash Flow from Investing

(7.2)

0.0

n.a.

(21.0)

0.0

n.a.

Cash Flow from Financing

(29.8)

0.0

n.a.

9.7

0.0

n.a.

Exchange Rate Impact on Cash Balances

(1.7)

0.0

n.a.

(7.8)

0.0

n.a.

Cash Flow

(77.0)

34.7

n.a.

(30.0)

(17.2)

42.7%

Cash & Equivalents

Beginning of Period

150.1

58.4

(61.1%)

103.1

110.3

7.0%

Cash Flow

(77.0)

34.7

n.a.

(30.0)

(17.2)

42.7%

End of Period

73.1

93.1

27.4%

73.1

93.1

27.4%

H1 2021 Earnings Results

3

Balance Sheet

Figures in EUR mm, except where noted otherwise

As at

Dec-20

Jun-21

Var.

Var. %

Assets

Other Current Assets

257.3

0.0

(257.3)

n.a.

Group of Assets Subject to Change of Control

0.0

1,305.7

1,305.7

n.a.

Current Assets

257.3

1,305.7

1,048.4

n.a.

Non-Current Assets

1,084.6

0.0

(1,084.6)

n.a.

Total Assets

1,341.9

1,305.7

(36.2)

(2.7%)

Liabilities & Shareholders' Equity

Other Current Liabilities

383.2

0.0

(383.2)

n.a.

Liabilities related to Group of Assets Subjecto to Change of Control

0.0

1,738.8

1,738.8

n.a.

Current Liabilities

383.2

1,738.8

1,355.6

n.a.

Other Non-Current Liabilities

1,239.9

0.0

(1,239.9)

n.a.

Total Liabilities

1,623.0

1,738.8

115.8

7.1%

Minority Interests

45.2

44.9

(0.3)

(0.5%)

Shareholders' Equity

(326.3)

(478.0)

(151.7)

(46.5%)

Total Liabilities & Shareholders' Equity

1,341.9

1,305.7

(36.2)

(2.7%)

In order to enable the adequate understanding of our financials, in the following pages we are providing proforma consolidated financial information priorto the application of the accounting implications derived from the financial restructuring. This reporting is intended to complement, not substitute, the financial statements above.

For a more detailed explanation about the accounting considerations related to the financial restructuring, please read our Interim Accounts.

H1 2021 Earnings Results

4

All figures included in this page are proforma priorto the application of the accounting implications derived from the financial restructuring (IFRS 5). Please refer to page 3 of this report for additional information.

Financial and Operating Overview

Herein, figures presented above Operating Profit (other than non-recurring items and impairment charges) are shown excluding the impact of non-recurring items as well as the impact resulting from the application of IAS 29. Adjusted EBITDA refers to EBITDA1 excluding all non-recurring items and not considering Argentine figures according to IAS 29 standards (inflation accounting). All figures are post the application of IFRS 16.

  • H1 2021 Operating Revenue decreased by 16.2% to €266.3 mm as a result of the COVID-19 related closings and operational restrictions, especially in the first quarter. Our Italian retail operation remained closed during most of the period, while other markets such as Mexico, Argentina, Uruguay and Panama were closed at some point during the first half of the year (in some cases for several months), or operated under significant restrictions when open.
  • H1 2021 Adjusted EBITDA reached €21.5 mm, 10.2% below H1 2020, driven by the abovementioned closings and restrictions. All markets except Italy and Argentina contributed to this positive EBITDA generation.
  • H1 2021 Adjusted EBITDA margin reached 8.1%, 0.5 percentage points above H1 2020 mainly driven by the implementation of significant cost savings and efficiency measures in the period, particularly in the case of Spain and Mexico, where margins reached 23.7% and 17.3%, respectively, compensating the negative EBITDA in Italy and Argentina.
  • In H1 2021 we generated a net loss of €168.7 mm, compared to a loss of €177.6 mm in H1 2020, mainly as a result of the closings related to COVID-19 and the increase in interest expense both of which were partially offset by the lower devaluation of our operating currencies vs. the USD which materially reduced our FX losses, therefore reducing the loss compared to the same period in 2020.
  • Capex in H1 2021 was €12.7 mm, 39.8% below H1 2020, and was almost entirely related to maintenance projects.
  • As of June 30, 2021, we had €93.1 mm in cash and equivalents down from €110.3 mm as of December 31, 2020. Our gross debt amounted to €1,151.1 mm and our net debt to €1,058.0 mm, or €1,348.5 mm and €1,255.3 mm, respectively, including capitalization of operating leases (as per IFRS 16).
  • In terms of gaming capacity, our active number of slots by June 30, 2021, was 33,767, deployed across all markets except Argentina and Uruguay. In terms of venues, we had 117 gaming halls in operation, 1,139 arcades, 181 sports betting shops and 8,335 bars.
    During July, authorities in Argentina and Uruguay allowed us to reopen our venues in these markets, with which we are fully open across our entire retail footprint except for a handful of halls that remain closed in Mexico. Still, we are operating under significant restrictions (capacity, opening hours, others) in all of our markets.
  • Please refer to the Recent Events sections for further information regarding the implementation of the Financial Restructuring of Codere and the Online SPAC transaction.

1 EBITDA, as defined by the Company, is operating profit (EBIT) plus depreciation and amortization, variation in provisions for trade transactions, gains / (losses) on asset disposals, and impairment charges.

H1 2021 Earnings Results

5

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Codere SA published this content on 01 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2021 06:11:05 UTC.