Clariane SE (EPA:CLARI)
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Apr 30, 2026, 5:35 PM CET
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Earnings Call: Q2 2025

Jul 30, 2025

Operator

Ladies and gentlemen, you're currently on hold for Clariane Half-Year Results 2025. At this time, we're assembling today's audience and plan to begin shortly. We appreciate your patience and please remain on the line. Thank you. Hello and welcome to Clariane Half-Year Results 2025. My name is Laura and I will be your coordinator for today's event. Please note this call is being recorded and for the duration of the call, your lines will be on listen-only mode. However, you will have the opportunity to ask questions at the end of the call. This can be done by pressing star one on your telephone keypad to register your question. If you require assistance at any point, please press star zero and you will be connected to an operator. Today we have Sophie Boissard, CEO, and Grégory Lovichi, CFO, as our presenters.

I will now hand you over to your host, Sophie Boissard, to begin today's conference. Thank you.

Sophie Boissard
CEO, Clariane SE

Thank you, Laura. Ladies and gentlemen, dear investors and financial partners, good afternoon and welcome to the Clariane Group 2025 Half-Year Result Presentation. I'm Sophie Boissard, Chief Executive Officer of the Clariane Group, along with Grégory Lovichi, the Group Chief Financial Officer. During today's call, we will present Clariane results for the first half of 2025, comment on the most recent development in terms of refinancing, outlining both a high level of liquidity and expanded corporate debt maturity. We will also return to 2025 guidance, + 6% to + 9% growth in EBITDA, which is confirmed. Let me begin with the key highlights of this first half of 2025. As you see on the slide, we have now successfully completed our plan to strengthen the financial structure of the company, and we did so six months ahead of schedule.

This was achieved in challenging market conditions and represents a major turning point for the group as we look back on the situation in November 2023. The full €1 billion asset disposal program was completed. Our pragmatic approach adopted enabled us to attain strong valuation multiples. Our refinancing operations were completed successfully, as evidenced by the recent €400 million five-year bond issue closed one month ago in June. Our liquidity was significantly reinforced, enabling the full repayment of the €491 million drawdown of the ETF today. The second highlight of this first half is actually the solid organic revenue growth development across all business lines and geographies, and the stable EBITDA ROI, while EBITDA pre-AR16 decreased slightly, - 4.1% on a pro forma basis, due to the temporary impact of the new tariff framework in specialty care in France.

This is a well-known issue across the sector related to the delays and mistakes that have marked the entry into force of the new regulation, especially for newly opened facilities, which represent, for Clariane in France, around 20% of the operating network. We have been taking corrective measures based on an active and database case mix management that will start to pay off in the second half of 2025. On the long run, we are very confident that this new regulation will be beneficial to our specialty care activity in France. On this basis and looking ahead, we confirm our 2025 guidance. The second half of the year will benefit from several drivers in terms of margins. First, in elderly care, continued growth in volume, combined with the full-year impact of tariff increases in Germany, which will mainly take place in the second half for 70% of the facilities.

Second, in specialty care, the benefits of the active case mix management that we have put in place and further development in volume in outpatient activity. We will also benefit from our continued focus on productivity and staff efficiency in all segments. We will also reap the benefit of additional cost-saving measures following the completion of our disposal plan on the overhead. Last but not least, we expect also to see the benefit of continued discipline and selectivity with respect to development CapEx. Let me now walk you through the key financial indicators of this first half. Our revenue reached around €2.7 billion, up 4.8% organically, with solid contributions from all regions and activities. This confirms the resilience of our business model, diversified and well-balanced. EBITDA ROI came in at €546 million, up 0.8% pro forma, excluding the contribution from real estate development.

EBITDA pre-AR16, and excluding real estate development again, stood at €263 million, down 4.1% year-on-year. This is actually a resilient performance considering the temporary impact of the tariff reform in France I already alluded to. Our net result group share pre-AR16 was a loss of €47 million to be compared with the loss of €28 million in the same period last year. This is mainly due to the cost and non-cash accounting items associated with the group portfolio streamlining and disposal programme. It should be noted that no capital gain related to the 25 disposals has been booked yet. This will be done in H2 and should represent over €200 million of capital gain net. When it comes to balance sheets and cash, we maintain our delivery trajectory. Net financial debt pre-AR16 and AR17 decreased by €212 million to €3.6 billion at the end of June.

As the closing was not completed at June 30th, this is excluding the net proceeds of the 35th disposal. Taking this into account, since we have closed on transaction yesterday, all core leverage should have improved to 5.6x on a pro forma basis. Finally, our real estate portfolio value is stable at €2.6 billion with an LTV of 57%, down from 63% one year ago. Further evidence of continued financial discipline. Let's now come on slide seven to our extra financial performance. I would like to briefly highlight some key milestones achieved on the first half. On the human resources front, we were once again certified top employer of Europe 25. We are actually the only care company to receive this recognition.

We have also signed a major European agreement on occupational health and safety, together with our employee representative from the European Work Council and EBSU, and also the National Trade Union. This agreement represents a key milestone on our roadmap towards 2026, with a very clear and shared focus from all parties on reducing workplace accidents frequently and reducing absenteeism. It includes a full set of commitments and KPIs tracked over four years. Finally, on the HR front, at the 30th of June, we had 5,843 employees enrolled on a qualifying path, confirming the relevance of bringing together all training programs under the umbrella of our Clariane University. This gives us confidence in achieving the full-year target of above 7,000 Clariane employees engaged in such a training program, which is actually a key enabler for talent development, career development, and also meeting the care staff's scarcity over the various markets.

On the environmental side, we took a key step forward by signing our first green energy power purchase agreement with Ignis. This contract will come into force on August 26th, supporting our target to cut emissions from energy use and refrigerants by 46% by 2031, in line with our SBTI trajectory. Finally, we published for the first time our medical innovation and research policy. This policy is deeply rooted in our commitment to consideration for patients with the rollout of our positive care approach and deeply rooted in international quality standards such as ISO 9001 for all our activities. It also reflects our ambition and commitment for innovation, medical innovation, supporting the integration of scientific advances into care practices and our contribution for broader medical research in geriatrics. These ESG milestones are fully aligned with our mission and long-term value creation strategy.

Let me now have a look back to our plan to strengthen our financial structure. This slide here summarizes what we have delivered as part of this plan, which is now completed six months ahead of schedule. The plan that we launched at the end of 2023 was designed to accelerate delivery with dual flexibility and secure Clariane access to long-term financing. All the four pillars are now secured. First, we closed two real estate equity partnerships in December 2023, generating €230 million. Second, we secured €200 million in real estate debt, also in December 2023. Third, in July 2024, one year ago, we successfully completed €329 million in share capital increase, including a preferential rights offering. Finally, in June 2025, we reached our €1 billion disposal target, which includes the sale of our home care network, Petits-fils.

Altogether, these four pillars have proven instrumental in supporting the delivery of the group, as well as normalizing access to financing. This foundation now allows us to look ahead with clarity and renewed confidence. Let's have a focus on Petits-fils's disposal. The transaction was finalized on July 30th and is based on today, sorry, actually, and is based on €345 million in enterprise value. Petits-fils contributed €56 million to our 2024 revenue and employed around 370 people across a network of nearly 300 agencies throughout France. We acquired Petits-fils originally in 2018, and it has grown substantially under our ownership, expanding from 58 to 292 agencies and becoming, in France, a reference in personalized in-home care for elderly people.

This is definitely not the end of the story, as Clariane and Petits-fils will enter into a countrywide service partnership to enable cross-and suitable care plans for patients and the caregivers from Petits-fils to Clariane nursing home or clinics, and from Clariane clinics and nursing homes to Petits-fils agencies. The final transaction and the condition of the transaction confirm the strength of our strategy, the quality of our portfolio, our ability to execute, to generate value, and to execute with discipline and value focus. It also allows us now to shift fully to delivering the next phase of our operational performance improvement. I would like to take a few seconds to look back on how we executed the disposal plan, which was a challenging one given the overall market conditions. First of all, some figures.

In total, around 60% of our €1 billion disposal plan was delivered through the sale of operating companies. 54% of the proceeds came from French assets, both operations and real estate. More important than ever is the outcome, was the way we conducted the process. Actually, the key success was that we maintained full control over timing and terms. At no point were we perceived as a foreign seller. We systematically built incredible alternatives, giving us leverage at every stage. We also demonstrated strict strategic discipline, including walking away from deals that didn't meet our criteria, as was the case for Belgium and the Netherlands that had been considered for a disposal option. We created structured competition, even in situations involving natural buyers, to secure the best possible value for the company and the shareholders. These principles reassured investors and creditors.

They confirmed the clarity of our strategy, which is focused on six core countries, financially disciplined, and concentrated on core non-acute care activity. We were able to achieve high valuation, around 14x EBITDA, which clearly illustrates the attractiveness of high-quality, well-managed assets in our sector. On the next slide, you see now the profile of Clariane after completion of our disposal plan. We present a refocused, balanced, and more readable profile. As you see, our activity is now concentrated in six countries and structured around three segments: long-term care, specialty care, and community care, all non-acute care. This new profile gives us both scale, clarity, and optionality in order to manage both the regulation and development opportunities in all those geographies.

In the data below on this slide, you see here reflected our pro forma disposal figures post-disposal, which I hope will ensure greater comparability and visibility for all the investors going forward. You see on the central, on the green part, the key metric for evaluation purpose, both in terms of pro forma revenue 2024 estimated, €4.1 billion revenue, and pro forma 2024 EBITDA estimated, which is actually €555 million. This is the basis for the guidance and for our development looking forward. Let me now have a look at the financial structure post-plan, post-disposal. As you see here reflected, we have significantly reduced our leverage, whole core leverage, over the past 18 months.

As of June 2025, our whole core leverage, which is now the key indicator on which we are guiding, stands at 5.6 x on a pro forma basis, down from 6.2 x at the end of 2023. This reflects the combined positive impact of operating cash flow generation and the full execution of our disposal program under the conditions set out previously. As a reminder, this level is calculated using the new whole core definition used in our amended financing agreement, including both corporate and real estate debt. The steady delivering trajectory puts us on track to meet our objective of a whole core leverage ratio below 5.5 x by year-end. Now, let's move on to the financing side. The successful execution of our plan has enabled us to normalize our access to long-term financing.

This slide, along with the following two slides, illustrates key refinancing milestones secured by Clariane over the first half of this year 2025. First step, in February, we completed the amend and extend of our ex syndicated credit facility with a final maturity extended under some conditions to May 2029. At the same time, we also secured a new €150 million global real estate credit plan with the same maturity 2029. As you see on the next slide, we have completed these negotiations with our bank, with the return to the debt market under very favorable conditions. In June, we successfully placed €400 million unsecured bonds, maturing in June 2031 with an annual coupon of 5.875%. This bond contributed to a further extension of our average debt maturity profile. The offering attracted significant interest from tier-one institutional investors, both French and international.

The order book exceeded €1.2 billion, implying an oversubscription rate of more than 3x . Its purpose is to rebuild financial headroom and further reinforce Clariane's liquidity profile. The transaction, together with the extension of our bank facility, completes a successful refinancing cycle in H1 that positions us well for the future. As a summary of the previous slides, and before Grégory will comment on our half-year results, let me conclude this first section with a new review of the pro forma debt maturity profile, including repayment in full of the ETF drawdown effective today, cashing of Petits-fils's net disposal proceeds effective yesterday. It shows that halfway into the 2026 midterm plan, Clariane has been successful in addressing short-term debt maturity with no significant maturities to come before 2028, as you see here on the chart.

This quick analysis should also take into account the reinforced liquidity situation of the company, with close to €1 billion at end July 2025, including the ETF which remains available following the repayment of the drawdown. I now would like to hand over to Grégory for the analysis and the presentation of our income statement. Grégory, the floor is yours.

Grégory Lovichi
Group CFO, Clariane SE

Thank you, Sophie. Let me begin with a look at the group's revenue performance in the first half. As Sophie pointed out, we delivered organic growth of 4.8%, + 1.3% volume contribution, and + 3.5% price effect, with the lowest contributions from all segments and geographies. By activity, on the left, long-term care, our largest segment, grew + 5.4% organically, driven by both volume and price effects. Specialty care saw an organic increase of + 1.6%, driven only by volume effects, while pricing was flat in France for the first semester. Community care continued to show strong momentum, resulting in + 8.3% organic growth, primarily in France. On the geographic basis to the right, Germany led the way with a + 8.1% organic growth, followed by Benelux at + 7.5% and Spain at + 3.8%.

France, despite being impacted by the SMR reform, impacting pricing mechanisms for post-acute care, still delivered a + 2.8% organic growth coming from long-term care. Italy also remained positive at + 2.5%. This result highlights the resilience of our portfolio, as well as the benefits of our geographical and segment diversification. Now, if we break down the evolution from H1 2024 to H1 2025, you can see the key factors behind our revenue growth. From the pro forma base of €2.6 billion, revenue increased to €2.65 billion, supported by several drivers. First, volume contributed + €34 million, or + 1.3%, mainly from occupancy rate increases in long-term care and expansion in community care. The price and case mix effect added €89 million, or + 3.5%, reflecting tariff adjustments in Germany and France in the first effect of a more positive case mix in France started in the second quarter.

Offsetting this was a negative perimeter effect of €103 million, or - 4%, due to completed disposal and site closure across several geographies. The sale of Petits-fils was closed end of July, and its disposal effects are not included in this table. Other effects of €33 million linked mainly to the reform in specialty care in France and the wind-down of our real estate promotion activity in Alger. Altogether, this illustrates strong underlying dynamics, more than compensating for planned perimeter reductions and providing a solid base for H2 growth. Turning now to occupancy rates, we continue to see a positive trajectory in our long-term care activity, despite a more challenging start of the year. The average occupancy rate in H1 2025 reached 90.5%, which is one point higher than in H1 2024. This is a clear sign of ongoing recovery and solid demand.

In June, average occupancy had risen to 90.7%, and preliminary data for July points to further improvement, which raised above 91% at the end of July. This sustained momentum confirms that we still have growth potential in bed within our existing capacities and provides a strong base for continued performance in the second half. Now, let's look at EBITDA margin performance by geography. At group level, our EBITDA margin came in at 20.6% compared to 21.2% in H1 2024, a decline of 62 basis points when excluding real estate development activity. This variation is attributable to France, where margins fell by over 300 basis points due to, first, the impact of the tariff reform in specialty care and the ramp-up in Alger, accelerated on the back of numerous openings in 2024 and early 2025.

Outside of France, all other geographies posted clear and encouraging improvements, like Germany, held by 144 basis points, confirming the recovery in pricing and productivity, yet still more to come in the second semester of 2025. These effects were identified as a key driver supporting the 2023-2026 guidance. This showed as well the group's ability to recover margin performance as transformation efforts take full effect. Turning now to EBITDA. EBITDA for the first half reached €263 million, down from €274 million pro forma in the first semester of 2024, a decrease of 4.1%. Starting from the published figures of €219 million in H1 2024, we had €11 million related to the disposal plan and €5 million from the hand of real estate development to arrive at a pro forma base of €274 million. From there, several components contributed to the evolution.

Volume impact was slightly negative, - €5 million, mainly due to the Alger ramp-up in France. All other countries posted positive volume effects. The price effect, which had hit €89 million, was supported by strong tariff adjustments, notably in Germany and to a lesser extent in Benelux, Italy, and France, that will progressively improve their price-cost over ratio over the year, and especially in the second semester. This was temporarily offset by cost inflation of €100 million, mainly in France and Germany. Two main effects to be highlighted. First, the front-loaded salary adjustment in Germany that will be more than covered by ongoing tariff increase in the second semester, and the progressive adjustment of the organization in specialty care activities in France on the back of the SMR reform. Other effects, including M&A activity in Spain and site closure across several countries, contributed + €5 million.

Overall, the EBITDA margin pre-AR16, and excluding real estate developments, stood at 9.9% compared to 10.7% in the first half of 2024. Let's now look at the cash flow statement for the first half. Operating cash flow reached €133 million compared to the €169 million in H1 2024. This decrease is primarily reflected in the lower EBITDA and the phasing of financial charges and taxes, which took hold €110 million over the period. It is worth noting that, adjusted for payment delays due to the late publication of the 2025 ESG targets in France, operating cash flow would have remained stable year-on-year. As a result, pre-open cash flow stood at €23 million. Development CapEx was reduced to €48 million, and financial investment amounted to €23 million, bringing total investment cash outflow to €71 million, a significant reduction versus last year, showing the strong discipline in CapEx allocation.

Coupon payments amounted to €35 million. Net free cash flow of 35 items was - €48 million. Consequently, net debt increased by €101 million, including the S17. When we exclude the S17, the increase was €114 million. Also, the full impact of the disposal plan, particularly the Petits-fils transaction, will only be reflected in the second half of the year. Turning now to our real estate portfolio, excluding perimeter effects, the gross asset value is almost stable. As of June 30, the gross asset value of our real estate stood at €2.6 billion, down €64 million compared to a year earlier. Since this evolution is primarily due to the €72 million perimeter impact, mainly from disposals in France, market parameters had a very limited impact. The positive indexation effect of €55 million on one side was offset by the cap rate increase effect, negative of €76 million.

Cap rates stood at 6.4% at the end of June, unchanged from December, further evidencing market stabilization. We also continued to invest in maintenance and upgrades, with €30 million in CapEx over the period. In summary, at constant perimeter, the portfolio remains stable and continues to support our financial structure. I will now hand it back to Sophie to conclude on our refocused operational strategy and outlook for the current fiscal year and the 2023-2026 period.

Sophie Boissard
CEO, Clariane SE

Thank you very much, Grégory. Let me now take a step back and place our transformation roadmap in the broader context of the European care service market. You know, I think, as well as I do, the fundamentals, but they remain striking. If you just look at the figures, by 2040, the population aged 75 and over is expected to grow by more than 40% with the first step in 2030. At the same time, more than 80% of people over 60 already live with at least one non-communicable disease. That means that they need a certain volume of non-acute care to support them at home. These demographic and epidemiological trends will continue to fuel growing demand for care and definitely the need for further social and care infrastructure.

In this context, private investment will remain essential to meeting future needs, and Clariane is uniquely positioned to help address this challenge thanks to its diversified and balanced platform, experienced teams, and focused mission. In this environment, as you see on slide number 28, Clariane today stands out as the true European leading platform in non-acute care. We operate across six major countries with a multi-local footprint that enables us to serve over 800 local communities and reach a catchment area of more than 30 million people aged 75 and over. Our platform covers the full spectrum of non-acute care solutions. Long-term care, of course, with medicalized nursing homes across all our geographies. Specialty care, including both mental health and post-acute care facilities, supported by strong clinical expertise and growing outpatient capacity.

Last but not least, we have also a strong community care, so small units, which includes shared housing and in-home support models, particularly strong in France and in the Netherlands, and gaining traction in our other markets. This integrated and balanced model gives us the agility to respond to country-specific needs while benefiting from shared standards, expertise, and innovation across the group. It also positions us at the heart of the care ecosystem in each country as trusted partners to families, professionals, regulatory health authorities, as well as government. As we move into the second half of the year, our priority is clearly to continue improving our operating performance and margins. For that, we actually rely on three main levers. The first one is very obviously volume improvement.

We are continuing to optimize our existing capacity, particularly in the nursing homes or elderly care segment, where a 2% increase in occupancy rate can activate approximately 1,000 additional beds, especially in the largest networks, Germany and France. We are also accelerating the development of outpatient activity in all our specialty care clinics, which meets both patient expectations and system needs, and which are very contributing to our margins. The second lever to support operational performance is clearly pricing and case mix management. We are actively managing the repricing on the elderly care segment, ensuring that negotiated tariffs with the local regulation authorities better reflect the complexity and the medical intensity of the elderly care we deliver, and this is particularly true in Germany.

We are also deploying a very sophisticated and comprehensive database system in order to fully manage the case mix in our specialty care facility, and this will definitely drive both revenue and margin growth looking forward. Of course, under pricing, we can also improve what we already do on the private pay side of our offering, be it in elderly care or in specialty care. Finally, operational performance will also benefit from all the programs that are in place to support cost efficiency. This includes an ongoing and permanent work on HR performance, with a priority focus on strengthening the staff planning, reducing absenteeism.

This is why the agreement I alluded to some minutes ago that we were able to sign last month with all our unions at the European level, the first of this kind in the sector and in Europe, is a clear demonstration that we are all committed to improve and to further develop in that segment. We are clearly also betting on further negotiation and strengthening of our supplier base, taking advantage of our large scale and broader process optimization, especially the transactional and back-office processes, or centrally and at facility level through digital tools and artificial intelligence. We have been actually actively working on this for the last 18 months, and we see the first benefits of it, and there is more to come in the forthcoming two years.

Together, all these three levels or family of levels will support the rebound in margin expected in the second half of 2025 and into 2026. I would also like to give some granularity on the cash generation, which is obviously the next key challenge for the company looking forward. We are taking a lot of very precise action to support sustainable cash generation going forward. The first lever here is also continued organic revenue growth and revenue integrity. As we see, we have a lot of visibility on that sector. Second, we, of course, expect that the margin improvements supported by the pricing and volume increase and also the various savings I just mentioned will be, of course, transformed into cash generation for the company.

We are, on top of this, pursuing a disciplined investment strategy with a clear focus on reducing and normalizing both gross CapEx and non-cash items impacting our free cash flow on the back of the restructuring and disposal plan. Fourth, we will begin to benefit from lower financial costs thanks to the steady reduction of gross debt and the management of the maturity we have done. Finally, our refinancing capability has been demonstrated with both bank and bond transactions executed successfully on comparable terms and well-received by the market. These pillars position us well to continue delivering on both our operational and financial objectives. Let's now come to slide 31 as a wrap-up. Clariane is definitely now well-positioned to benefit from, A, the structural growth of the European care market, and to do so in a way that is both sustainable and profitable.

We have as a platform three core strengths. We have the scale and the leader position as a pan-European operator, fully focused on non-acute care. Second, we benefit from a balanced business and country profile and portfolio, with no overdependency on any single geography or segment, and this is very important in such regulated activity. This makes our business model more resilient and adaptable to local dynamics and also to local regulation challenges that can happen. Third, we operate with a best-in-class model, a very strong and clearly defined target operating model in the three segments, and our performance is underpinned by a robust quality standard, recognized and shared HR practice, active and innovative social dialogue, and a growing use of digital tools to support both care delivery and efficiency.

These are the main foundations on which we will continue to build on the second half of the year and, of course, beyond. Let's now come to the second half outlook. As we look to the second half, we do so with clarity, focus, and confidence. Our main strategic objective for the year, to finalize the financial structure strengthening plan, has now been achieved and is six months ahead of schedule. After a transitional first half, we expect our performance in the second half to benefit from the several paywalls I already mentioned. First, continuous volume increase across all geographies, particularly in France, where the recovery in occupancy has been visible since Q2, and more to come here in the summer. Second, the full-year impact of the price increase, especially in Germany, where additional price adjustments are still expected on 70% of the network there.

Third, we will see the benefit of our database case mix management efforts on the specialty care in France, with already a very strong increase in the average daily rate that we can achieve through this case mix management. Fourth, we will continue to benefit from improved productivity in line with our quality commitment. On top, we have launched a targeted saving plan on overheads following the groups we're focusing on post-disposal that will contribute to margin improvements in H2 and mainly in 2026. Of course, we remain firmly committed to further discipline CapEx management, a strict allocation to high-return projects. These various levers will support a stronger second half and enable us to confirm our trajectory for the full year. I would like now to turn to our outlook for 2025 and for the midterm 2023-2026. Our outlook for both 2025 and midterm is unchanged.

In 2025, we expect, as we said, organic sale growth of around 5%, underpinned by strong momentum in price and volume, particularly in France and Germany, and by ramp-up contributions in the Netherlands and in Spain. This growth momentum, combined with tighter control of our operating costs in a context of lower inflation on supply chain, will underpin growth in pre-AR16 EBITDA of between 6% and 9%, enhanced an increase in our margins. In terms of our financial structure, we are aiming to reduce our whole core leverage to below 5.5 x, thanks to the improvement in financial performance and to the effects of the remaining part of our disposal plan, which is still to be cashed in in the second half beside Petits-fils.

These financial objectives are, of course, accompanied by extra financial objectives, maintaining the net promoter score above +40, maintaining the number of employees enrolled in qualifying paths over 7,000, and pursuing the reduction in the frequency of work-related accidents and in our carbon footprint according to our SBTI trajectory. In terms of our midterm objective for the period 2023-2026 as a whole, we are confirming our target of an average annual growth rate in revenue of around 5%. We are also confirming the improvement expected in margin, with a target increase of 100 to 150 basis points by 2026, pro forma of disposal and 2023-2026 scope effects. We expect our whole core leverage to be below 5x at the end of 2026, consolidating the group's financial structure and the recovery in operating performance.

This achievement of our refinancing plan, the strong business momentum, and the strong fundamentals of our business portfolio mean that we can look forward to the coming years with a great deal of focus and renewed confidence. More than ever, we remain focused on our purpose, taking care of each person's humanity in times of vulnerability. Thank you very much for your attention. Grégory and I are now ready to move on to your questions.

Operator

Thank you. Ladies and gentlemen, as a reminder, if you would like to ask a question, please press star one on your telephone keypad. We'll pause for a brief moment. Thank you. We will now take our first question from Laurent Guillemard of BNP Paribas Exchange. Your line is open. Please go ahead.

Laurent Guillemard
VP Team Lead Workplace Management, BNP Paribas

Good afternoon, Sophie. Good afternoon, Grégory.

Sophie Boissard
CEO, Clariane SE

Good afternoon, Laurent.

Laurent Guillemard
VP Team Lead Workplace Management, BNP Paribas

I have four questions today. The first one relates to the €30 million cost-saving plan you have initiated. Could you let us know what will be the benefits in terms of savings you expect from this €30 million of costs you have as a provision in your P&L in H1? The second question is that when I look at your net debt at the end of H1, you are at €3.5 billion, and you want to be below €3 billion by the end of 2026. The disposal plan is being completed. Can you give us the building blocks in terms of cash in from disposal not yet being cashed in and other stuff that will explain the move from €3.5 billion to €3 billion by 2026? The third question relates to your guidance, which implies 6% to 9% EBITDA growth this year.

If we look at this number on H2, it implies + 18% to + 24% growth versus H2 last year. Could you confirm that it is correct? Could you explain again what are the main drivers to improve the profitability? Last question, basically on specialty care in France. If I'm not wrong, this issue was already alive last year in H2. Why has it been continuing in H1 of this year? What have you been implementing, basically, to be able to improve again the margin on this activity going forward?

Sophie Boissard
CEO, Clariane SE

Thank you very much, Laurent, for the four questions. I will address the specialty care, and I leave, first of all, the same first question to Grégory. €30 million restructuring costs and of the net debt, especially.

Grégory Lovichi
Group CFO, Clariane SE

On the non-current items, as you pointed out correctly, Laurent, amounted to €55 million in the first half of the year. When you look at it, part of it, or 60%, is non-cash. When you look on this non-current, you have part of it in payment and the other are more restructuring and reorganization. It's more cost to implement the disposal plan. Obviously, part of it will be, when we see on the H2, will come to improve the profitability on H2. On the second point, on the net debt and how to drive the net debt down, the first element you need to have in mind is that we didn't make all the closing yet. Still, we'll have some closing in H2. You saw it as well with the pro forma we did with Petits-fils yesterday and with a significant impact on the net debt.

Other closing will come on the second part of the year. We have as well some cash generation impact H2 and as well in 2026. That are the remaining effects to continue to reduce the net debt going forward. As we were mentioning in the presentation, all the action plan we have, especially on increasing EBITDA, working capital management, strict discipline on CapEx, reducing the gross debt with a positive impact on the interactive activities. Obviously, all of these elements come to the reduction of, I would say, of cash flow generation. I think these are the two main effects that we need to have in mind when to bridge the gap with the reduction of net debt we have. That was the two first questions.

Sophie Boissard
CEO, Clariane SE

On the margin guidance, we did that.

Grégory Lovichi
Group CFO, Clariane SE

Maybe take the specialty care and then we see on the margin guidance.

Sophie Boissard
CEO, Clariane SE

Yes. Okay. For the specialty care, you're right. The new rate framework has been implemented in 2024, but with lots of uncertainty, delay, and also mistakes because the tariff framework did not take into consideration the newly opened or reopened facilities. This is representing in our case because they take, just to explain how it works, until 2024, the financing of post-acute care in France was based on a fixed day rate that was actually a per diem. They decided facility by facility and inflated every year by the average indexation decided by the government. That was basically a very simple and common approach. The new tariff scheme is much more sophisticated.

It's actually a countrywide tariff scheme for 90 different types of care paths, depending on the pathology, depending on the profile of the patient. These 90 types of rates, 90 types of pathologies are to be combined with the intensity of rehabilitation, the severity and the intensity of care required, the severity of dependency, and the social situation. There are three parameters, plus the length, the recommended duration of the stay. It's a very sophisticated, so 90 different therapies combined with these four criteria that are, of course, unique to each patient. The new rate framework has been actually published in 2024. There has been some correction done where expected late 2024, and they have been only published in April 2025. This is explaining why we had some uncertainty between 2024 and 2025, with some actually commitments of the authorities that were not reflected in the tariff issued for 2025.

Last but not least, and this is very specific to Clariane, when they converted from the day price to this tariff framework, they did not take into consideration for the part that is still fixed, so half of the funding is fixed, so per facility. They did not take into consideration the newly opened clinics between 2022 and 2024. For Clariane, since we have actually executed a very wide repositioning and investment plan, as you know, Laurent, started 2017. Actually, 20% of our operated network was actually extended or even newly opened between 2022 and 2024. Part of what the amount we were entitled to get was not taken in the tariff framework. I want to make it short, but actually, this led us to a lot of discussion with each of the regional agencies to progressively correct the amounts we are entitled to get first.

We haven't been getting the full amount. We are still missing some million as a basis for this new tariff framework. That was the first thing we had to do. This explained a lot of the negative deviation from H1 2024 to H1 2025, first of all. The second part is that as a mitigation, we put in place a very, very sophisticated database case mix management solution. We actually have deployed in-house with a sophisticated tool, a Palantir Foundry software platform, to be able, case by case, clinic by clinic, patient by patient, to model in real time the case mix, the adjusted case mix for the situation. This has actually helped a lot our clinics. We came from an average day rate in June. It was around €105 per day for the viable parts.

We came up to the latest, so July, we are now around €120 per day average. I think that we've been able, with the same environment, without further funding, to significantly improve the case mix management. This is, of course, not fully reflected on it, very partially reflected in the third half, this pricing effect, because it's really this active case mix management. We expect to see this fueling the margin recovery in the second half. It is going, it is paying off step by step. This is half of the margin recovery for the second half, combined with the adjustments we had to do on the selected facilities to the staff organization according to this new funding framework. There are plus and minus, but there are some minus in terms of the way we allocate time and level of staffing according to this new scheme.

This is a huge change, to be clear, a huge change for the 75 facilities that are at stake. I'm looking forward very, very positive and confident, not about the way the entry in force, which was a disaster, a disaster from the uncertainty, the change, the mistake, and the fact that they were always late in really taking into consideration the mistakes that were made. Looking forward, now we have really a full cloud comprehension on how we need to work with it. It is actually better reflecting the quality and intensity and outcome of care we are providing.

Now that we know how it works and that we have trained and groomed our facilities to work with that, I think that it is providing a very strong basis to develop this non-acute care that is absolutely critical in France to tackle the situation of aging chronic patients that are struggling to get the right support from GPs or from university hospitals. Directionally, it was difficult to enter in this new framework. It took more time than we would have wished to, but we will definitely benefit a lot from this new environment. As you can hear, I'm much more confident and more positive and precise on it as I was some months ago because we've been actually working a lot to get educated with the support of this database platform. It brings me to the guidance.

The guidance, yes, the EBITDA in amount was down by 4%, 4.1% in the first half, and we expect here to be up by 6%- 9%. Where does it come from? Half of this evolution will come from this pricing mix effect on the specialty care on the back of the progression that we have already initiated. We are betting that we could at least stabilize above 120. That is the point we have already reached. Maybe we will do more, but this is where we are. Half of the contribution will come from the repricing to come in Germany. Now I'm in Germany. It's the elderly care segment. What is the situation in Germany? In 2024, we had no salary increase in 2024 because all the salary increases, the huge ones, were done in 2023.

In 2024, we benefit from a kind of stable salary profile plus the full benefit of the price negotiation. In 2025, it's a little bit different. We had to implement a 5% salary increase from June 1 everywhere. That was mandatory. This is reflected in the first half figures. We are negotiating, so it's also bit by bit for each of the 200, 220 facilities in Germany with the local funding bodies. 70% of the negotiation, so we have already negotiated and got a rate increase for 30% of the networks, but 70% is to come over the second half, not reflected in the first half figures. In 2025, we'll have front-loaded wage adjustment and the coverage of further repricing will come in the second half.

Again, to give you some granularity here, we are expecting on this scope, which is €1.2 billion revenue one, just to give you, we have asked for 5%- 8% of rate adjustment. We see the first sign on it, or the first information flow on it, are pretty encouraging. This is actually pretty much covering all what we said about the margin rebound on the second half. Of course, what we have to do along the year is to maintain a strict discipline on the staffing level, according to the business model of the various segments. It requires a very strong discipline on replacement and interim, especially in Germany. It was difficult at the beginning of the year. It's now stable at a low level, and we need to maintain that over the second half.

It is actually the same type of attention that is required in the various segments. I hope it helps on the guidance, but as you see, it's a very precise step. We were absolutely clear when we did the budget that we would be down by some basis points in the first half, given this seasonality of wage increase. Actually, it was probably a little bit more a wider effect than expected, maybe 20 basis points more. We are, because of the specialty care transformation profile in France, but we are very clear about the roadmap and the way down to full year 2025 when it comes to pricing and cost management. Maybe some words, some complimentary information on the €30 million restructuring costs. As Grégory explained, this is very much related to the impairment and the stop we had to do on two development projects.

We are preparing also a cost reduction plan on overhead that will come second half and 2026. We have reduced globally the size of the operated network in France by 15% in the last two to three years. It means that we are going to, and we have also done a lot of work in automatising and digitizing a lot of transactional processes, billing, accounting, and also planning. We are going to post some savings that we are going to, we will communicate in the second half, but there will be some significant contribution from this saving plan, both internally and externally.

Laurent Guillemard
VP Team Lead Workplace Management, BNP Paribas

Thank you, Sophie. It was very comprehensive.

Operator

Thank you. We'll now move on to our next question from Constantin of Caius. Your line is open. Please go ahead.

Constantin Gumenita
Investment Analyst, Caius

Hi. Good afternoon, Sophie and Grégory, and thank you for the presentation. Can I go back to the SMR issue and just make sure that I understand the elements correctly?

On the fixed element that you mentioned, that was Clariane specific, where you lost out on 50% of the 20% of facilities, if that's the right sort of way to think about it. What's the total annual revenue impact from that that you're sort of missing?

Sophie Boissard
CEO, Clariane SE

We are missing on this, €10 million to €15 million. €15 million would be really the absolute number that we would need if they would have deployed according to the promise, because this was actually promised money under the previous setup. We are missing those, and we are recovering through more active case mix management. It will be overcome.

Constantin Gumenita
Investment Analyst, Caius

You're recovering in the second half. Is it just for the second half, or is there a catch-up element for the two years that you didn't get that?

Sophie Boissard
CEO, Clariane SE

The catch-up will depend from the, we are actually, we have some litigation or pre-litigation ongoing. It's too early to say what the results will be. Yes, we are requiring to be compensated for what we did not get on the previous year. Currently, what we are guiding on is really the run rate and what is going to come from our own internal case mix management, not from external compensation.

Constantin Gumenita
Investment Analyst, Caius

Okay. I understand. Just to make sure that I understand the exact nature of these SMR issues and the catch-up, is what you're seeing in the second half just better pricing for business going forward, or is there some catch-up for what you missed in the first half as well?

Sophie Boissard
CEO, Clariane SE

No, it's going forward. We cannot reprice what we have done for the previous activity. What is billed is billed, and the average duration of stay is four to five weeks. There is a permanent churn. There is a permanent churn on the 6,000 bed capacity that we have in that segment plus the outpatient. Each billing is done. What we see is that step by step, day after day, we are increasing the average rate that we can, that we are recording because we are better in recognizing and documenting the care intensity. We are better in using the new framework that has been implemented in 2024 and before 2025.

Constantin Gumenita
Investment Analyst, Caius

I guess where I'm struggling a little bit is because you've basically said that in the first half, organic growth was 4.8%. For the full year, you're guiding around 5%, which implies that the second half organic growth is also around 5%, give or take, so sort of in line with the first half. At the same time, the two main catch-up elements that you've mentioned, the SMR tariff framework issue and then the Germany repricing, all of those are pricing driven. Why is there no more pricing growth? It does suggest that there should be more. It shouldn't be in line with the first half.

Sophie Boissard
CEO, Clariane SE

I mean, we are not changing our guidance. We'll see, of course, the more we can deliver.

Constantin Gumenita
Investment Analyst, Caius

Got it. As in, the numbers suggest that the catch-up is sort of cost-driven as opposed to revenue, but what you're saying is all revenue-driven. Do you see where the disconnect lies?

Sophie Boissard
CEO, Clariane SE

Yeah, I understand. No, it's both actually, but pricing is absolutely, it's balanced between the two. We are confirming the guidance. That's what we are doing. I mean, your point is valid.

Grégory Lovichi
Group CFO, Clariane SE

You have a second show and compare that, for example, in Germany, yes, we will get more price increase, but then the front to the salaries and you have the full effect on the full year basis. You have some kind of seasonality effect already embarked on the, for example, second quarter and you have full effect on the year. That's why you have a wealth of seasonality inside the year. That helps us to regain some marginal effects and points.

Constantin Gumenita
Investment Analyst, Caius

Okay. Just to make sure that I understand, what's the exact quantum for Germany as a euro million figure that's going to contribute in the second half?

Grégory Lovichi
Group CFO, Clariane SE

We didn't discuss with Germany, but you can see half and half between France and Germany on the contribution and the recovery for the second half.

Constantin Gumenita
Investment Analyst, Caius

Okay. Fine. Looking at the, you mentioned you made a few references to cost savings measures. It seemed like you have a mix of both organizations, like central functions, but also perhaps cost further down in the organization. Can you elaborate a little bit on that? What's the total quantum of cost savings measure that you have in mind and how do they split between central and organizational?

Sophie Boissard
CEO, Clariane SE

What I can say at this stage, and we will be more precise in the second half once also discussed internally with the people involved. To be clear, in France, we have reduced the operated network by 15%. It means that if we take the overhead in France, central and the group and the France overhead, we should be able to reflect this 15% reduction both for internal and external costs. That's the magnitude we are working on. This is only for overhead. When it comes to the network, yes, there are networks with that. There are dedicated plans on the back of the digital plan. We are actually automatizing the billing function. We are automatizing also all the transactional processes. This will bring some hundreds of FTE to be actually repositioned or diminished depending on the profile of the employee involved. That's what we are.

We are not speaking of a kind of dramatic change, but you know it can be one FTE, two FTE per facility, depending on the way the processes are structured country by country.

Constantin Gumenita
Investment Analyst, Caius

Okay. I understand. Just going back, sorry, to my previous question to make sure that I use the right reference point here, what's the size of the SMR business in France? Is it €600 million or do I have the wrong reference point?

Sophie Boissard
CEO, Clariane SE

No, that's it.

Constantin Gumenita
Investment Analyst, Caius

Sorry, can you repeat?

Sophie Boissard
CEO, Clariane SE

Yes, you're right. I mean, you have the right reference point.

Constantin Gumenita
Investment Analyst, Caius

Okay. Great. A couple of financial questions. On the disposals, can you just confirm the exact number that you have outstanding for the second half? The second financial question on CapEx, in the first half, you had €98 million all in, but you're still guiding €300 million for the full year. It implies sort of a 100% uplift in the second half. Can you comment a little bit on what that is being spent on?

Grégory Lovichi
Group CFO, Clariane SE

On the first, I confirm, you know, it's on the disposal. If I put it not only on the second half, but from today, because we cashed in some colleagues yesterday, it's €115 million remaining. We came up, so it was half of the plan that needs to be closed on the second half. The plan was €1 billion you gave it. On the CapEx, yeah, we have been very disciplined on CapEx on the first half, especially to be sure that when we allocate on the CapEx, we have the right payback on the development grant. We don't review the guidance on the full year, on the 100, on the CapEx maintenance, and the €200 million on the development. I think we keep this and we will follow it up on the second semester on that point as well.

Constantin Gumenita
Investment Analyst, Caius

Got it. Should we assume then it's going to be €300 million or €200 million?

Grégory Lovichi
Group CFO, Clariane SE

We don't change the guidance. The guidance is €100 million maintenance and €200 million on the development.

Constantin Gumenita
Investment Analyst, Caius

You're expecting a meaningful uplift in the second half of €200 million, basically.

Grégory Lovichi
Group CFO, Clariane SE

Arithmetically, yeah, we keep the guidance.

Constantin Gumenita
Investment Analyst, Caius

Right. Okay. Just to make sure that I heard the right number, you're saying from today, you have €250 million left of disposal proceeds to be collected?

Grégory Lovichi
Group CFO, Clariane SE

€150 million.

Constantin Gumenita
Investment Analyst, Caius

€150 million?

Grégory Lovichi
Group CFO, Clariane SE

Yeah.

Sophie Boissard
CEO, Clariane SE

€150 million.

Grégory Lovichi
Group CFO, Clariane SE

€150 million.

Constantin Gumenita
Investment Analyst, Caius

This is because you collected yesterday on.

Grégory Lovichi
Group CFO, Clariane SE

Exactly.

Constantin Gumenita
Investment Analyst, Caius

Exactly. You have €150 million left?

Grégory Lovichi
Group CFO, Clariane SE

Yeah.

Sophie Boissard
CEO, Clariane SE

Exactly. On the top of the TG.

Grégory Lovichi
Group CFO, Clariane SE

Yeah. Exactly.

Constantin Gumenita
Investment Analyst, Caius

Yeah, the €150 million, is this going to be collected this year or is it a mix of this year and next?

Sophie Boissard
CEO, Clariane SE

I'm not so sure we have everything cashed in by the end of the year. We will most of it probably, but at least signed and collected, hopefully so. Signed, actually. Most of this is firmly signed. The collection, the closing is also depending on some local authorization. It is not totally in our hands from a process point of view. Most of it will be collected this year.

Constantin Gumenita
Investment Analyst, Caius

Thank you.

Moderator

Grégory, Sophie, we have quite a lot of questions, but unfortunately, we won't be able to take all of those. There's one for you, probably, Grégory. Do you confirm that the work leverage calculation includes the last 12 months' EBITDA of disposed assets until the effective date of the consolidation? That's technically.

Grégory Lovichi
Group CFO, Clariane SE

Yeah.

Moderator

Second question, can you guide us through the level of non-recurring cash expenses for 2025 as a rule eventually on 2026, but that is not public? You might not answer this one. Last question, on your €1.5 million of real estate debt at the end of June 2025, what's the amount included in the real estate GV?

Grégory Lovichi
Group CFO, Clariane SE

On the first one, yes, I do confirm. When we publish the pro forma leverage, we include the contribution from the disposed assets until they are consolidated. This is the way we calculate it. It's according to the agreement with the banks. This is the way we calculated it with the 6.6 x EBITDA pro forma of the disposal of participants. On the second one, on the non-recurring, we say that in the first half, we had €55 million of non-recurring. Part of it is impairment, other restructuring. As you understand, a major part is part of this plan we are going through. This plan will come to an end in 2025. It's good to make a pause here because we mentioned it in the press release. We didn't fully record all the gain that we will have on the disposal plan, and we put it in the press release.

The gain is estimated so far at +€200 million . This is one of the reasons we don't guide on the non-current because you have plus and minus, especially for a group like us going from a plan and then going further. Obviously, we could have a discipline, but we don't externally release on it. Last but not least, on the real estate, we have roughly €1.5 billion real estate debt at today. Roughly €700 million of those are in the joint venture with partner.

Moderator

Thank you, Grégory. Another question, it's a clarification one regarding the objective of an EBITDA margin up 100 basis points to 150 basis points in 2026 compared to 2023. What is the correct? Is it correct that it was 11.8% in 2023?

Grégory Lovichi
Group CFO, Clariane SE

Yeah, that's correct. The starting point is 11.8% EBITDA margin back in 2023. The guidance for 2026 is that it will improve by 100 to 150 basis points in 2026, with the starting point 11.8% back in 2023.

Moderator

Thank you, Grégory. That's it on the chat. We probably will take one more question live. Laura, please.

Operator

We will now take our next question from Tomas Mannion of Sauria. Your line is open. Please go ahead.

Tomas Mannion
Senior Analyst, Sarria

Good afternoon. Just in relation to the pricing in relation to the French business, when did you become aware that there was going to be a pricing delay? This seems to have come as a bit of a surprise to analysts. I was just wondering, what kind of lead time did you have in this? Are you already seeing this to have worked its way out? I know we've talked about it significantly through this call, but can you please spend a bit more time on that?

Sophie Boissard
CEO, Clariane SE

Yes. Actually, there has been some discussion. The pricing change has been actually a discussion all along the 2024 exercise. There had been commitment from the ministry to correct some of the basis of calculation, especially for this newly opened or reopened facility. That was very specific for us in the magnitude. Maybe you are not aware, but in France, there has been a lot of change. Unfortunately, we lost the previous Health Minister with the withdrawal of the former Prime Minister, and then a new one was appointed. All this discussion took place between November 2024, where the correction was actually very, very clearly promised to us, and then the newly appointed minister, early January, did not actually execute it the way it should. We discovered in the final tariff allocation that happened actually in April.

At the end of April, when we got into the detailed information, we realized that what we were expecting was not reflected in the framework granted in the 15 facilities at stake as expected. Basically, I'm sorry, it's a very complex story that has to do with the current instability in the French government, which is actually not so usual for us.

Tomas Mannion
Senior Analyst, Sarria

For clarity then, at the end of April was the first time that you found out that the pricing was not as expected?

Sophie Boissard
CEO, Clariane SE

Yeah, I mean, we found out we had to, you know, balance the plus and the minus. Actually, we had started, of course, already some September, this plan to upgrade the case mix management, the database case mix management, to enter all the data, all the collected data, and to see how we could best steer the case mix according to the information and to the care framework that had been communicated. Actually, there has been, as I said, plus and minus. The minus were kind of more than expected when we did the budget. We see also a lot of upsides confirming and firming up. This is actually why definitely for specialty care, first half has been a transitional semester.

Tomas Mannion
Senior Analyst, Sarria

Okay. One final thing in respect to that. How long is this current agreement going to continue for? Is there always a risk that this is going to be an issue in FY 2026 and FY 2027? At what point, you know, the contract you have now, I know it's not a specific contract, but the pricing agreement, do we expect that to change again over time?

Sophie Boissard
CEO, Clariane SE

I think, no, the overall framework with this 90 various specialty and care pathway and the criteria under intensity of rehabilitation and the care intensity and all these things, I think this is stable. What is going to change year-on-year is actually the overall indexation, but we have planned actually the limited expectation on the indexation so that we are, you know, we are not expecting a massive positive indexation, more a kind of zero plus something. That's how we are modeling and planning currently. What I said about what the missing part of the stable one, I think we can only now have, I would say, good news for the past because we are claiming to get some compensation for the time being. We will see. I mean, we have swallowed this negative transition 2024, 2025.

Now what we have to do is to steer according to our own case mix management based on the new tariff framework. For the newly opened facility, what they have to do is to find compensation. They haven't been, the fixed part is not the one that was promised, okay? They have to play with the rest of the tariff scheme and to push the right specialty and the right care intensity in what they are doing. This is actually exactly the way we are working on these 15 clinics.

Tomas Mannion
Senior Analyst, Sarria

Apologies . I appreciate it. Thank you.

Operator

Thank you. That was our last question. I will now hand it back to Sophie for closing remarks. Thank you.

Sophie Boissard
CEO, Clariane SE

Thank you very much for your question and your attention. As I said, we remain, after the positive and successful achievement of our refinancing plan, given the strong business momentum and the very solid fundamentals of our business portfolio and the very high commitment of all the client community. We look forward to the coming months and years with a great deal of focus and confidence. We are really happy to be actually back to operation and development of our business after this very significant effort we made on the disposal and the portfolio refocusing over the last 18 months. That is it for the first half result. I expect to speak to you soon for our third quarter and especially also for the full year in February 2026. Have a nice summer. Bye-bye.

Operator

Thank you. Ladies and gentlemen, this concludes today's call. Thank you for your participation. You may now disconnect.

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