Quarterly Report • Feb 22, 2017
Quarterly Report
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| 1 | CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
3 |
|---|---|---|
| 2 | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 4 |
| 3 | CONSOLIDATED STATEMENT OF CASH FLOWS |
6 |
| 4 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 7 |
| 5 | CONSOLIDATED INCOME STATEMENT BY SEGMENT |
8 |
| 6 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
9 |
| In € millions | Note | 31/12/2016 | 31/12/2015 |
|---|---|---|---|
| NON-CURRENT ASSETS | 5,034.9 | 4,498.0 | |
| Intangible assets | 7.2 | 257.9 | 202.1 |
| o/w Goodwill | 155.3 | 128.7 | |
| o/w Brands | 89.9 | 66.6 | |
| o/w Client relations | 5.5 | – | |
| o/w Other intangible assets | 7.2 | 6.7 | |
| Property, plant and equipment | 14.2 | 6.2 | |
| Investment properties o/w Investment properties in operation at fair value |
7.1 | 4,256.0 3,797.0 |
3,759.6 3,453.6 |
| o/w Investment properties under development and under construction at cost | 459.0 | 306.0 | |
| Securities and receivables in equity affiliates and unconsolidated interests | 4.5 | 412.0 | 361.0 |
| Loans and receivables (non-current) | 9.1 | 42.9 | |
| Deferred tax assets | 5.3 | 85.7 | 126.2 |
| CURRENT ASSETS | 2,046.6 | 1,634.9 | |
| Net inventories and work in progress | 7.3 | 978.1 | 711.5 |
| Trade and other receivables | 7.3 | 524.0 | 475.0 |
| Income tax credit | 9.4 | 6.0 | |
| Loans and receivables (current) | 46.4 | 29.2 | |
| Derivative financial instruments | 8 | 10.2 | 20.0 |
| Cash and cash equivalents | 6.2 | 478.4 | 266.0 |
| Assets held for sale and from the discontinued operation | – | 127.2 | |
| TOTAL ASSETS | 7,081.4 | 6,132.9 | |
| EQUITY | 2,758.3 | 2,250.9 | |
| Equity attributable to Altarea SCA shareholders | 1,620.9 | 1,230.3 | |
| Capital | 6.1 | 229.7 | 191.2 |
| Other paid-in capital | 588.3 | 396.6 | |
| Reserves | 635.1 | 534.0 | |
| Income associated with Altarea SCA shareholders | 167.8 | 108.4 | |
| Equity attributable to minority shareholders of subsidiaries | 1,137.4 | 1,020.6 | |
| Reserves associated with minority shareholders of subsidiaries | 840.5 | 749.8 | |
| Other equity components, subordinated perpetual notes | 195.1 | 195.1 | |
| Income associated with minority shareholders of subsidiaries | 101.8 | 75.8 | |
| NON-CURRENT LIABILITIES | 2,337.6 | 2,416.2 | |
| Non-current borrowings and financial liabilities | 6.2 | 2,280.7 | 2,366.4 |
| o/w Participating loans and advances from associates | 82.3 | 63.6 | |
| o/w Bond issues | 428.0 | 477.8 | |
| o/w Borrowings from lending establishments | 1,770.3 | 1,825.0 | |
| Long-term provisions | 6.3 | 20.0 | 17.4 |
| Deposits and security interests received | 31.7 | 29.8 | |
| Deferred tax liability | 5.3 | 5.3 | 2.5 |
| CURRENT LIABILITIES | 1,985.5 | 1,465.8 | |
| Current borrowings and financial liabilities | 6.2 | 799.9 | 450.6 |
| o/w Bond issues | 104.4 | 4.4 | |
| o/w Borrowings from lending establishments | 240.0 | 335.1 | |
| o/w Treasury notes | 358.6 | 60.5 | |
| o/w Bank overdrafts | 2.5 | 4.9 | |
| o/w Advances from Group shareholders and partners | 94.3 | 45.8 | |
| Derivative financial instruments Accounts payable and other operating liabilities |
8 7.3 |
75.3 1,109.9 |
37.3 837.7 |
| Tax due | 0.4 | 9.5 | |
| Liabilities of the discontinued operation | – | 130.7 | |
| TOTAL LIABILITIES | 7,081.4 | 6,132.9 |
| In € millions | Note | 31/12/2016 | 31/12/2015 |
|---|---|---|---|
| Rental income Property expenses |
183.9 (4.8) |
174.6 (5.0) |
|
| Unrecoverable rental expenses | (6.8) | (5.5) | |
| Management costs | 1.5 | 1.4 | |
| Net charge to provisions for risks and contingencies | (5.5) | (5.0) | |
| NET RENTAL INCOME | 5.1 | 168.3 | 160.5 |
| Revenue | 1,368.0 | 1,010.9 | |
| Cost of sales | (1,178.2) | (869.7) | |
| Selling expenses | (61.9) | (44.9) | |
| Net charge to provisions for current assets | (8.2) | (7.1) | |
| Amortisation of customer relationships | (4.6) | – | |
| NET PROPERTY INCOME | 5.1 | 115.0 | 89.2 |
| External services | 29.9 | 32.7 | |
| Own work capitalised and production held in inventory | 124.0 | 99.4 | |
| Personnel costs | (163.9) | (119.2) | |
| Other overhead expenses | (62.2) | (49.2) | |
| Depreciation expense on operating assets | (5.0) | (4.6) | |
| NET OVERHEAD EXPENSES | (77.2) | (40.9) | |
| Other income and expenses Depreciation expenses |
(0.6) (0.8) |
(6.7) (0.6) |
|
| Transaction costs | (2.7) | (5.2) | |
| OTHER | (4.1) | (12.4) | |
| Proceeds from disposal of investment assets | 2.9 | 3.7 | |
| Carrying amount of assets sold | (2.8) | (6.5) | |
| Net charge to provisions for risks and contingencies | – | – | |
| NET GAIN/(LOSS) ON DISPOSAL OF INVESTMENT ASSETS | 0.1 | (2.8) | |
| Change in value of investment properties | 7.1 | 177.2 | 113.5 |
| Net impairment losses on investment properties measured at cost | – | 5.2 | |
| Net impairment losses on other non-current assets | (0.0) | – | |
| Net charge to provisions for risks and contingencies | (1.1) | 0.2 | |
| Operating income before the share of net income of equity-method associates | 378.1 | 312.5 | |
| Share in earnings of equity-method associates | 4.5 | 37.6 | 13.4 |
| Operating income after the share of net income of equity-method associates | 415.7 | 325.9 | |
| Net borrowing costs Financial expenses |
5.2 | (43.5) (59.4) |
(37.4) (52.8) |
| Financial income | 15.9 | 15.4 | |
| Change in value and income from disposal of financial instruments | 5.2 | (75.8) | (40.5) |
| Discounting of debt and receivables | (0.3) | (0.2) | |
| Proceeds from the disposal of investments | (0.1) | 13.4 | |
| Dividend per share | 0.1 | (0.0) | |
| Profit (loss) before tax | 296.3 | 261.3 | |
| Income tax | 5.3 | (28.9) | (4.8) |
| Net income from continuing operations | 267.4 | 256.5 | |
| o/w Net income from continuing operations attributable to Altarea SCA shareholders | 165.5 | 180.7 | |
| o/w Net income from continuing operations attributable to minority interests in subsidiaries | 101.8 | 75.8 | |
| Net income from discontinued operations | 2.3 | (72.3) | |
| o/w Net income from discontinued operations attributable to Altarea SCA shareholders | 2.3 | (72.3) | |
| o/w Net income from discontinued operations attributable to minority interests in subsidiaries | – | – | |
| Net income o/w Net income attributable to Altarea SCA shareholders |
269.6 167.8 |
184.2 108.4 |
|
| o/w Net income attributable to minority interests in subsidiaries | 101.8 | 75.8 | |
| Average number of non-diluted shares(1) | 13,994,904 | 12,628,560 | |
| Non-diluted net income per share from continuing operations attributable to shareholders of Altarea SCA(€) | 11.83 | 14.31 | |
| Non-diluted net income per share from discontinued operations attributable to shareholders of Altarea (€) | 0.16 | (5.72) | |
| SCA(€) (€) Net income per share attributable to shareholders of Altarea SCA (€) |
5.4 | 11.99 | 8.58 |
| Diluted average number of shares(1) | 14,120,403 | 12,703,660 | |
| Diluted net income per share from continuing operations attributable to shareholders of Altarea SCA (€) | 11.72 | 14.23 | |
| Diluted net income per share from discontinued operations attributable to shareholders of Altarea SCA (€) | 0.16 | (5.69) | |
| Diluted net income per share attributable to shareholders of Altarea SCA (€) | 5.4 | 11.88 | 8.53 |
(1) Pursuant to IAS 33, the weighted average number of shares (diluted and non-diluted) was adjusted retrospectively to take account of the capital increase with preferential subscription rights that took place during H1 2016.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| NET INCOME FROM CONTINUING OPERATIONS | 267.4 | 256.5 |
| Actuarial differences on defined-benefit pension plans | (0.2) | 0.6 |
| o/w Taxes | 0.1 | (0.3) |
| Subtotal of comprehensive income items that may not be reclassified to profit or loss | (0.2) | 0.6 |
| OTHER ITEMS OF COMPREHENSIVE INCOME | (0.2) | 0.6 |
| COMPREHENSIVE INCOME FROM CONTINUING OPERATIONS | 267.2 | 257.1 |
| o/w Net comprehensive income from continuing operations attributable to Altarea SCA shareholders | 165.4 | 181.3 |
| o/w Net comprehensive income from continuing operations attributable to minority interests in subsidiaries | 101.8 | 75.8 |
| NET INCOME FROM DISCONTINUED OPERATIONS | 2.3 | (72.3) |
| Actuarial differences on defined-benefit pension plans | – | 0.1 |
| o/w Taxes | – | (0.1) |
| Subtotal of comprehensive income items that may not be reclassified to profit or loss | – | 0.1 |
| OTHER ITEMS OF COMPREHENSIVE INCOME | – | 0.1 |
| COMPREHENSIVE INCOME FROM DISCONTINUED OPERATIONS | 2.3 | (72.2) |
| o/w Net comprehensive income from discontinued operations attributable to Altarea SCA shareholders | 2.3 | (72.2) |
| o/w Net comprehensive income from discontinued operations attributable to minority interests in subsidiaries | – | (0.0) |
| NET INCOME | 269.6 | 184.2 |
| Actuarial differences on defined-benefit pension plans | (0.2) | 0.7 |
| o/w Taxes | 0.1 | (0.3) |
| Subtotal of comprehensive income items that may not be reclassified to profit or loss | (0.2) | 0.7 |
| OTHER ITEMS OF COMPREHENSIVE INCOME | (0.2)– | 0.7– |
| COMPREHENSIVE INCOME | 269.4 | 184.9 |
| o/w Net comprehensive income attributable to Altarea SCA shareholders | 167.6 | 109.1 |
| o/w Net comprehensive income attributable to minority interests in subsidiaries | 101.8 | 75.8 |
| In € millions | Note | 31/12/2016 | 31/12/2015 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net income from continuing operations | 267.4 | 256.5 | |
| Elimination of income tax expense (income) | 5.3 | 28.9 | 4.8 |
| Elimination of net interest expense (income) | 43.4 | 37.7 | |
| Net income before tax and before net interest expense (income) | 339.7 | 299.1 | |
| Elimination of share in earnings of equity-method subsidiaries | 4.5 | (37.6) | (13.4) |
| Elimination of depreciation and impairment | 11.0 | 5.2 | |
| Elimination of value adjustments | 7.1/5.2 | (102.6) | (79.5) |
| Elimination of proceeds from disposals(1) | 0.2 | (7.8) | |
| Elimination of dividend income | (0.1) | 0.0 | |
| Estimated income and expenses associated with share-based payments | 6.1 | 16.4 | 1.9 |
| Net cash flow from continuing operations | 226.9 | 205.4 | |
| Tax paid | (15.2) | (10.6) | |
| Impact of change in operational working capital requirement (WCR) | 7.3 | (69.5) | (108.7) |
| CASH FLOW FROM CONTINUING OPERATING ACTIVITIES | 142.1 | 86.1 | |
| Cash flow from investment activities | |||
| Net acquisitions of assets and capitalised expenditures | 7.1 | (246.1) | (237.7) |
| Gross investments in equity-method subsidiaries and non-consolidated investments | 4.5 | (29.4) | (100.2) |
| Acquisitions of consolidated companies, net of cash acquired | 4.3 | (81.3) | (66.8) |
| Other changes in Group structure | (0.0) | (0.0) | |
| Increase in loans and advances | (21.3) | (8.7) | |
| Sale of non-current assets and repayment of advances and down payments(1) | 2.6 | 12.4 | |
| Disposals of holdings in equity-method subsidiaries and non-consolidated investments | 4.5 | 57.5 | 14.9 |
| Disposals of consolidated companies, net of cash transferred | (0.5) | 52.2 | |
| Reduction in loans and other financial investments | 5.7 | 3.6 | |
| Net change in investments and derivative financial instruments | (26.4) | (113.4) | |
| Dividends received | 23.3 | 8.7 | |
| Interest income | 14.7 | 13.4 | |
| CASH FLOW FROM CONTINUING INVESTMENT ACTIVITIES | (301.1) | (421.5) | |
| Cash flow from financing activities | |||
| Capital increase(2) | 237.9 | – | |
| Subordinated Perpetual Notes(3) | 37.0 | – | |
| Minority interests share in capital increases in subsidiaries(2) | 38.3 | 38.3 | |
| Dividends paid to Altarea SCA shareholders | 6.1 | (13.5) | (125.7) |
| Dividends paid to minority shareholders of subsidiaries | (22.3) | (15.6) | |
| Issuance of debt and other financial liabilities | 6.2 | 2,524.5 | 1,848.8 |
| Repayment of borrowings and other financial liabilities | 6.2 | (2,362.5) | (1,408.0) |
| Net sales (purchases) of treasury shares | 6.1 | (14.8) | (5.7) |
| Net change in security deposits and guarantees received | 1.6 | 1.4 | |
| Interest paid | (51.2) | (47.6) | |
| CASH FLOW FROM CONTINUING FINANCING ACTIVITIES | 375.0 | 286.1 | |
| Net cash flow for discontinued operation | (1.3) | (45.3) | |
| Change in cash balance | 214.8 | (94.7) | |
| Cash balance at the beginning of the year | 6.2 | 261.1 | 355.9 |
| Cash and cash equivalents | 266.0 | 358.0 | |
| Bank overdrafts | (4.9) | (2.1) | |
| Cash balance at period-end | 6.2 | 475.9 | 261.1 |
| Cash and cash equivalents Bank overdrafts |
478.4 (2.5) |
266.0 (4.9) |
|
(1) Proceeds on disposals included in the calculation of net cash flow are presented net of transaction costs. Likewise, disposals of property assets are presented net of transaction costs in the cash flow from investment activities.
(2) See change in equity.
(3) These are undated subordinated securities issued by Altarea SCA and underwritten by APG. The claim was settled during the year.
| Additional | Elimination | Reserves and |
Equity attributable | Equity attributable to minority |
|||
|---|---|---|---|---|---|---|---|
| In € millions | Capital | paid-in capital |
of treasury shares |
retained earnings |
to Altarea SCA shareholders |
shareholders of subsidiaries |
Total equity |
| At 1 January 2015 | 191.2 | 518.7 | (19.6) | 559.8 | 1,250.1 | 919.8 | 2,169.9 |
| Net income | – | – | – | 108.4 | 108.4 | 75.8 | 184.2 |
| Actuarial difference relating to pension obligations | – | – | – | 0.7 | 0.7 | 0.0 | 0.7 |
| Comprehensive income | – | – | – | 109.1 | 109.1 | 75.8 | 184.9 |
| Dividend distribution | – | (122.1) | – | (3.5) | (125.7) | (13.3) | (138.9) |
| Capital increase | – | (0.0) | – | 0.0 | 0.0 | 38.3 (1) |
38.3 |
| Subordinated Perpetual Notes | – | – | – | – | – | – | – |
| Measurement of share-based payments | – | – | – | 1.4 | 1.4 | 0.0 | 1.4 |
| Elimination of treasury shares | – | – | (3.0) | (1.7) | (4.7) | – | (4.7) |
| Transactions with shareholders | – | (122.1) | (3.0) | (3.9) | (129.0) | 25.1 | (104.0) |
| Changes in ownership interests without taking or losing control of subsidiaries |
– | – | – | 0.0 | 0.0 | (0.0) | (0.0) |
| Changes in ownership interests associated with taking or losing control of subsidiaries |
– | 0.0 | – | – | 0.0 | – | 0.0 |
| Other | – | – | – | 0.0 | 0.0 | 0.0 | 0.0 |
| At 31 December 2015 | 191.2 | 396.6 | (22.6) | 665.1 | 1,230.3 | 1,020.6 | 2,250.9 |
| Net income | – | – | – | 167.8 | 167.8 | 101.8 | 269.6 |
| Actuarial difference relating to pension obligations | – | – | – | (0.2) | (0.2) | (0.0) | (0.2) |
| Comprehensive income | – | – | – | 167.6 | 167.6 | 101.8 | 269.4 |
| Dividend distribution | – | (134.8) | – | (5.7) | (140.5) | (23.1) | (163.6) |
| Capital increase | 38.4 | 326.5 | – | 0.0 | 364.9(2) | 38.3(1) | 403.2 |
| Measurement of share-based payments | – | – | – | 10.8 | 10.8 | 0.0 | 10.8 |
| Elimination of treasury shares | – | – | (7.3) | (4.9) | (12.2) | – | (12.2) |
| Transactions with shareholders | 38.4 | 191.7 | (7.3) | 0.1 | 222.9 | 15.2 | 238.1 |
| Changes in ownership interests without taking or losing control of subsidiaries |
– | – | – | 0.0 | 0.0 | (0.2) | (0.2) |
| Changes in ownership interests associated with taking or losing control of subsidiaries |
– | – | – | – | – | – | – |
| Other | – | – | – | 0.1 | 0.1 | (0.0) | 0.0 |
| At 31 December 2016 | 229.7 | 588.3 | (29.9) | 832.8 | 1,620.9 | 1,137.4 | 2,758.3 |
(1): This relates to the share of minority interests in the capital increase of the subsidiary Altablue, net of issuance costs, in June 2015 and June 2016.
(2): three successive capital increases of Altarea SCA: in February an issue reserved for the selling shareholders in the Pitch group, issued in partial payment of their contribution for €31.7 million, in April resulting from the conversion of the dividend into shares for €127 million, and in May, a public offering with PSR for €206.3 million (net of expenses).
| 31/12/2016 Changes in |
31/12/2015 Changes in |
|||||
|---|---|---|---|---|---|---|
| Funds from | value, estimated |
Funds from | value, estimated |
|||
| operations (FFO) |
expenses and |
Total | operations (FFO) |
expenses and |
Total | |
| In € millions | transaction | transaction | ||||
| Rental income | 183.9 | costs – |
183.9 | 174.6 | costs – |
174.6 |
| Other expenses | (15.6) | – | (15.6) | (14.1) | – | (14.1) |
| Net rental income | 168.3 | – | 168.3 | 160.5 | – | 160.5 |
| External services | 21.9 | – | 21.9 | 21.3 | – | 21.3 |
| Own work capitalised and production held in inventory | 9.4 | – | 9.4 | 17.6 | – | 17.6 |
| Operating expenses | (47.3) | (3.6) | (50.8) | (58.6) | (0.8) | (59.4) |
| Net overhead expenses | (16.1) | (3.6) | (19.6) | (19.7) | (0.8) | (20.5) |
| Share of equity-method affiliates | 15.4 | (2.1) | 13.3 | 14.7 | (11.0) | 3.7 |
| Net allowances for depreciation and impairment | – | (2.6) | (2.6) | – | (2.4) | (2.4) |
| Income/loss on sale of assets | – | (0.3) | (0.3) | – | 9.8 | 9.8 |
| Income/loss in the value of investment property | – | 177.2 | 177.2 | – | 118.7 | 118.7 |
| Transaction costs | – | (1.6) | (1.6) | – | (3.0) | (3.0) |
| NET RETAIL PROPERTIES INCOME (SHOPPING CENTRES) | 167.7 | 167.1 | 334.8 | 155.5 | 111.4 | 266.9 |
| Revenue | 1,066.5 | – | 1,066.5 | 883.3 | – | 883.3 |
| Cost of sales and other expenses Net property income |
(981.1) 85.4 |
(2.4) (2.4) |
(983.5) 83.0 |
(812.2) 71.1 |
– – |
(812.2) 71.1 |
| External services | 1.1 | – | 1.1 | (0.2) | – | (0.2) |
| Production held in inventory | 98.2 | – | 98.2 | 68.9 | – | 68.9 |
| Operating expenses | (134.0) | (6.9) | (140.9) | (93.4) | (1.3) | (94.7) |
| Net overhead expenses | (34.8) | (6.9) | (41.6) | (24.6) | (1.3) | (25.9) |
| Share of equity-method affiliates | 18.9 | (2.0) | 16.9 | 5.9 | 0.3 | 6.2 |
| Net allowances for depreciation and impairment | – | (3.0) | (3.0) | – | (2.6) | (2.6) |
| Transaction costs | – | (0.3) | (0.3) | – | (1.5) | (1.5) |
| NET RESIDENTIAL PROPERTY INCOME (LOSS) | 69.5 | (14.6) | 55.0 | 52.3 | (5.0) | 47.4 |
| Revenue | 295.9 | – | 295.9 | 121.1 | – | 121.1 |
| Cost of sales and other expenses | (261.4) | (2.2) | (263.6) | (102.8) | – | (102.8) |
| Net property income | 34.6 | (2.2) | 32.4 | 18.2 | – | 18.2 |
| External services | 6.4 | – | 6.4 | 7.4 | – | 7.4 |
| Production held in inventory | 16.4 | – | 16.4 | 12.8 | – | 12.8 |
| Operating expenses | (26.1) | (2.3) | (28.3) | (16.4) | (0.5) | (16.9) |
| Net overhead expenses | (3.2) | (2.3) | (5.5) | 3.8 | (0.5) | 3.4 |
| Share of equity-method affiliates | 8.8 | (1.3) | 7.4 | 8.3 | (0.1) | 8.3 |
| Net allowances for depreciation and impairment | – | (0.7) | (0.7) | – | (0.0) | (0.0) |
| Transaction costs | – | – | – | – | (0.5) | (0.5) |
| NET OFFICE PROPERTY INCOME (LOSS) | 40.1 | (6.5) | 33.6 | 30.4 | (1.1) | 29.4 |
| Other (Corporate) | (2.9) | (4.7) | (7.6) | (3.5) | (0.7) | (4.2) |
| OPERATING INCOME | 274.5 | 141.2 | 415.7 | 234.7 | 104.7 | 339.4 |
| Net borrowing costs | (37.2) | (6.3) | (43.5) | (31.9) | (5.4) | (37.4) |
| Discounting of debt and receivables | – | (0.3) | (0.3) | – | (0.2) | (0.2) |
| Change in value and income from disposal of financial instruments | – | (75.8) | (75.8) | – | (40.5) | (40.5) |
| Proceeds from the disposal of investments Dividend per share |
– 0.1 |
(0.1) – |
(0.1) 0.1 |
– (0.0) |
(0.1) – |
(0.1) (0.0) |
| PROFIT BEFORE TAX | 237.5 | 58.7 | 296.3 | 202.8 | 58.6 | 261.3 |
| Corporate income tax | (1.4) | (27.5) | (28.9) | (0.9) | (3.9) | (4.8) |
| NET INCOME FROM CONTINUING OPERATIONS | 236.1 | 31.3 | 267.4 | 201.8 | 54.7 | 256.5 |
| Minority shares in continued operations | (44.1) | (57.8) | (101.8) | (40.7) | (35.2) | (75.8) |
| NET INCOME FROM CONTINUING OPERATIONS, Group share | 192.0 | (26.5) | 165.5 | 161.2 | 19.5 | 180.7 |
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | – | 2.3 | 2.3 | – | (72.3) | (72.3) |
| Minority shares in discontinued operations | – | – | – | – | – | – |
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, Group share | – | 2.3 | 2.3 | – | (72.3) | (72.3) |
| NET INCOME (LOSS) | 236.1 | 33.5 | 269.6 | 201.8 | (17.7) | 184.2 |
| Non-controlling interests | (44.1) | (57.8) | (101.8) | (40.7) | (35.1) | (75.8) |
| NET INCOME, Group share | 192.0 | (24.2) | 167.8 | 161.2 | (52.8) | 108.4 |
| Diluted average number of shares(1) | 14,120,403 | 14,120,403 | 14,120,403 | 12,703,660 | 12,703,660 | 12,703,660 |
| NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS, Group | ||||||
| share | 13.60 | (1.88) | 11.72 | 12.69 | 1.54 | 14.23 |
| NET EARNINGS PER SHARE (€/SHARE), Group share | 13.60 | (1.72) | 11.88 | 12.69 | (4.16) | 8.53 |
(1) Pursuant to IAS 33, the weighted average number of shares (diluted and non-diluted) was adjusted retrospectively to take account of the capital increase with preferential subscription rights that took place during H1 2016.
The notes constitute an integral part of the consolidated financial statements.
Altarea is a société en commandite par actions (a French partnership limited by shares), the shares of which are traded on the Euronext Paris regulated market, (Compartment A). Its registered office is located at 8 avenue Delcassé in Paris.
Altarea chose the SIIC corporate form (société d'investissement immobilier cotée, comparable to a REIT) as of 1 January 2005.
Altarea and its subsidiaries ("Altarea" or "the Company") are primarily in the property business for brick-and-mortar shopping centres. This activity includes the asset and property management functions performed on a proprietary basis and for third parties.
Altarea is also active as an overall property developer in the brick-and-mortar shopping centre sector, and a significant player in the Residential and Office Property promotion sectors. Altarea thus operates in all REIT asset classes (shopping centres, offices, hotels and housing).
Altarea enjoys a close relationship with local authorities.
Altarea controls the company Altareit, whose shares are admitted to trading on the regulated market Euronext Paris, Compartment B.
Altarea's financial statements and notes to the financial statements are expressed in millions of euros.
The consolidated financial statements for the year ended 31 December 2016 were approved by Management on 22 February 2017, after having been reviewed by the Audit Committee and the Supervisory Board.
The accounting principles adopted for preparation of the annual consolidated financial statements are in line with IFRS standards and interpretations from the IASB, as adopted by the European Union at 31 December 2016 and available at:
The accounting principles adopted on 31 December 2016 are the same as those used for the consolidated financial statements at 31 December 2015, with the exception of changes to the standards and interpretations adopted by the European Union applicable at 1 January 2016, and without material impact on the Group's financial statements.
The information for the year ended 31 December 2015, presented in the Registration Document filed with the AMF on 24 March 2016 under number D16-0201, is incorporated by reference.
Standards, interpretations and amendments applicable as from the year commencing 1 January 2016:
Accounting standards and interpretations applied in advance on 31 December 2016 and mandatory for periods commencing on or after 1 January 2017
None.
Accounting standards and interpretations in effect at 1 January 2017 and mandatory after 31 December 2016
IFRS 15 – Revenue from contracts with customers
Analysis is underway specifically with regard to development activities whose revenue is recognised based on the percentage of completion method described at § 2.3.18.b)
IFRS 9 – Financial instruments (phase 1: classification and assessment of financial assets and liabilities) and subsequent amendments;
Other essential standards and interpretations released by the IASB but not yet approved by the European Union:
IFRS 16 – Rental agreements
The agreements were identified and are currently in review.
IFRS 14 Regulatory deferral accounts
Amendments to IFRS 4 Implementation of IFRS 9 and IFRS 4
Management reviews its estimates and assumptions on a regular basis using its past experience and various other factors deemed reasonable in the circumstances. These estimates represent the basis for its assessment of the carrying amount of income or the classification of expense items and assets and liabilities. They have an impact on the amount of income and expense items and on the carrying amount of assets and liabilities. It is conceivable that the actual amounts may subsequently differ from the estimates adopted.
The main items that require estimates at the closing date based on assumptions about the future, and for which there is significant risk of a material change in value from that recorded on the balance sheet, concern the following:
Measurement of goodwill and brands related to Cogedim, acquired in 2007, and Pitch Promotion, acquired on 26 February 2016 (see Notes 2.3.8, "Re-measurement of non-current assets (other than financial assets and investment properties) and impairment losses", and 7.2, "Intangible assets and goodwill").
measurement of net property income and services using the percentage-of-completion method (see Note 2.3.18 "Revenue and related expenses").
In accordance with the provisions of IFRS 5, the Group determines whether the criteria used to determine whether an asset or a group of assets should be classified as held for sale or if an operation is to be discontinued are met (see Note 2.3.7 "Non-current assets held for sale and discontinued operations" and 7.1 "Investment properties").
For consolidation, the following standards apply:
IFRS 10 defines control as follows: "an investor controls an investee when it is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee". The Company has power over an investee when it has existing substantive rights that give it the current ability to direct the relevant activities, defined as activities that significantly affect the investee's returns.
To assess control as defined by IFRS 10, the Company has developed a framework for analysing the governance of entities with which the company has relations, particularly where there exist joint arrangements governed by broad contractual terms such as Articles of Association, shareholders' agreements, etc. It also takes into account the facts and circumstances.
On this basis, and within the limit of the protective rights granted to joint partners,
In accordance with IFRS 10, ad hoc entities are consolidated when, in substance, the relation between the Company and the entity is such that the Company is considered to exercise control over the latter.
Exclusively controlled subsidiaries are fully consolidated. All intra-group balances and transactions as well as income and expense from internal transactions and dividends are eliminated.
Any modification in the Company's interest in a subsidiary not resulting in a loss of control is recognised in equity. If the Company loses the control over a subsidiary, the assets and liabilities and equity of this former subsidiary are derecognised. Any gain or loss resulting from this loss of control is recognised in profit or loss. Any interest retained in the former subsidiary is recognised at fair value on the date of loss of control according to the recognition method required under IFRS 11, IAS 28 or IAS 39.
According to IFRS 11, companies are subject to joint control when important decisions about the relevant activities require the unanimous consent of the parties sharing control.
Joint control may be exercised through joint operation or a joint venture. According to IFRS 11, the joint operation is distinguished from the joint venture by the existence or not of directly held rights to certain assets and direct obligations for certain liabilities of the entity, whereas the joint venture confers a right to the entity's net assets. For joint operations, the Company records, in its accounts, the assets, liabilities, income and expenses relating to its interests in the joint operation. For joint ventures, the Company's interest in the entity's net assets is recognised according to the equity method described in IAS 28.
Investments in joint operations or joint ventures are presented in accordance with IFRS 12.
In accordance with IAS 28, the equity method also applies to all associates in which the Company exercises a significant influence without possessing control, which is considered to exist when the percentage of voting rights held is greater than or equal to 20%. Each investment is analysed, regardless of the percentage of interest held, taking into account the facts and circumstances in order to determine if the Company exercises a significant influence.
According to the equity method, the Company's interest in the associate is initially recognised at the acquisition cost of its proportionate share of the investee's net assets, which is then increased or decreased to reflect changes subsequent to the acquisition. Goodwill arising on an associate, if unimpaired, is included in the carrying amount of the investment. The Group's proportionate share of the entity's profit or loss for the period is shown under the "Share in earnings of equity-method associates" line item in the income statement. These investments are presented in the balance sheet under "Securities and receivables on equity-method associates and non-consolidated interests" with the corresponding investment-related receivables.
The financial statements of associates are prepared for the same accounting period as those for the parent company. If necessary, corrections are made to achieve consistency with the Group's accounting policies.
Investments in associates are presented in accordance with IFRS 12.
In accordance with IAS 1, the Company presents its assets and liabilities by distinguishing between current and noncurrent items:
In accordance with the provisions of IFRS 1, Altarea has chosen not to restate business combinations that occurred prior to 1 January 2004.
Business combinations are recognised using the acquisition method described in IFRS 3 as revised: when the Group acquires control of an entity and consolidates it for the first time, the identifiable assets and liabilities, including contingent liabilities, are recognised at fair value on the acquisition date. Intangible assets are specifically identified whenever they are separable from the acquired entity or result from legal or contractual rights. Under IFRS 3, when control of an entity is acquired, the difference between the acquisition cost and the acquirer's proportionate interest in the fair value of the entity's identifiable assets, liabilities and contingent liabilities at the acquisition date is classified as goodwill representing future economic benefits resulting from assets that are not individually identified and separately recognised. The acquisition cost is the amount of the consideration transferred including, where applicable, any price supplements at their fair value. In accordance with revised IFRS 3, the acquisition cost of the shares is expensed.
In accordance with revised IFRS 3, minority interests may be measured either at fair value or at the proportionate share of the acquiree's assets; the choice is made on an acquisition-by-acquisition basis.
The standard allows a period of 12 months from the acquisition date for final measurement of the acquisition; any adjustments and measurements made must reflect facts and circumstances that existed as of the acquisition date. As such, after the measurement period, any contingent consideration is recognised in net income for the year unless it is in the form of an equity instrument.
According to revised IFRS 3, the purchase or sale of shares in an entity controlled by the same party or parties both before and after the transactions are deemed to be transactions between shareholders and are recognised in equity: they have no impact on goodwill or the income statement. In the event of loss of control, the residual interest is measured at fair value and the gain or loss on disposal is recognised in the income statement.
The Company conducts impairment testing of goodwill at the end of each financial year and each interim period (i.e. at least once a year) and more frequently where evidence of impairment exists.
Main elements of goodwill result from controlling interests acquired in Cogedim in 2007 and in the Pitch Promotion property developer on 26 February 2016.
Goodwill that results from controlling interests acquired in Cogedim in 2007 and Pitch in 2016 is allocated to CGUs (cash generating units - the programmes) corresponding to the Residential and Office Property operating segments. The principal evidence of impairment for Property Development, Residential and Office Property development sectors are a slower absorption rate for programmes or a contraction in margin levels combined with a decline in new business (reservations, backlog, portfolio, etc.).
On an exceptional basis, acquisitions of isolated assets carried out through the purchase of shares in a company, the sole purpose of which is to hold investment assets and, in the absence of any productive activities implying the existence of contracts related to the assets or employees, are recognised in accordance with IAS 40 – "Investment Property" or IAS 2 – "Inventories."
The Group's intangible assets consist essentially of software, brands and customer relationships.
In accordance with IAS 38,
The Cogedim and Pitch Promotion brands, which have an indefinite useful life are thus not amortised. They are
allocated to the CGUs corresponding to the Residential and Office Property operating segments.
customer relationship assets, which result from the identification of intangible assets acquired from property developers, are subject to amortisation at the rate at which the acquired order backlog is filled or, for the portion relating to acquired purchase options or those that can be amortised on a straight-line basis, at the rate at which development programmes are launched. They are tested for impairment where, as applicable, evidence of such impairment exists.
Property, plant and equipment correspond primarily to general plant, transport equipment, office equipment and IT equipment. In accordance with IAS 16, these items are recognised at cost and depreciated over their useful life, estimated to be between 5 and 10 years. No other significant component of these assets has been identified.
According to IAS 40, investment properties are held to earn rentals or for capital appreciation or both.
The investment properties held by the Group are primarily shopping centres and, to a lesser extent, offices and hotels.
The Group's investment properties portfolio consists of properties in operation and properties under development or construction on a proprietary basis.
In accordance with IAS 40, Altarea has opted for the fair value model. On that basis, investment properties are measured at fair value in accordance with IFRS 13 – "Fair value measurement" whenever this can be reliably determined. Otherwise, they are recorded at cost and are tested for impairment at least once per year and where evidence of impairment exists.
The fair value of investment properties used by Management is based on the facts and circumstances taking into account their purpose. With this objective, Management uses mainly external appraisals giving values inclusive of duties less the amount of duties corresponding to transfer taxes and expenses. These duties were estimated, in France, at 6.9% (with the exception of Paris, set at 7.5%), in Italy at 4% (identical to 2015) and, in Spain at 1.8% (Catalonia).
Since 30 June 2015, external measurement of Altarea group assets has been assigned to Cushman & Wakefield (in France, Italy and Spain) and Jones Lang Lasalle (in France).
The appraisers use two methods:
potential, etc.) to rental income (including guaranteed minimum rent, variable rent and the market rent of vacant premises), adjusted for all charges incumbent upon the owner. The second method is used to validate the results obtained from the first method.
Rental income takes into account:
Altarea's valuation of investment properties complies with the recommendations of the "Report of the working group on appraisal of property assets of publicly traded companies" chaired by Mr Georges Barthès de Ruyter and issued in 2000 by the Commission des Opérations de Bourse. In addition, experts refer to the RICS Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors Red Book.
Investment properties in operation are systematically measured at fair value.
At 31 December 2016, an external appraisal was performed of all assets in operation.
Each time an exchange value exists for one of the Company's buildings, set in connection with a potential transaction between knowledgeable and willing parties in an arm's length transaction, the company will use its own judgment to choose between this value and that of the appraiser.
For properties developed on a proprietary basis, in addition to the acquisition cost of land, for the development and construction of buildings are capitalised once the development project begins (prospecting, preparation: replying to tenders and pre-letting, prior to the signature of preliminary sales agreements for land; administrative phase: obtaining authorisations, if necessary with the signature of preliminary purchase agreements for land), once there is reasonable assurance that administrative authorisations will be obtained. The primary expenses incurred for these properties are:
early termination fees,
construction costs,
Internal fees are primarily programme management fees (management of projects) and project management fees, which from an economic standpoint are components of the cost price of the asset and are thus included in the carrying amount in non-current assets or inventory, as the case may be. The amount of fees included is calculated after elimination of inter-company profit margins.
Since 1 January 2009, Investment Properties Under Construction (IPUC) has been included within the scope of IAS 40 and is measured at fair value in accordance with IFRS 13 guidance and when the criteria predefined by the company are met.
The Company believes that a property under construction can be reliably measured at fair value if most of the uncertainties affecting the determination of fair value have been lifted or if the project completion date is in the near future.
All three of the following conditions must be met to ensure a reliable estimate of the fair value of a property under construction:
Consequently, investment properties under development and construction are measured either at cost or at fair value:
Investment properties under development and construction measured at cost are properties that do not meet the criteria set by the Group allowing for an assessment of whether the fair value of a property can be reliably determined.
For these properties and assuming that there is a delay in the start of construction or when the construction period is unusually long, management assesses on a case-by-case basis the validity of temporarily stopping the capitalisation of interest expenses or internal fees incurred.
These properties, which are recognised in the financial statements at cost, are tested for impairment at least once a year, and whenever there is evidence of impairment (increase in cost price, reduction in expected rental values, a material delay in project execution, delay in marketing, increase in expected yields, etc.).
The recoverable amount of these assets, which are still recognised at cost, is assessed by comparison with the cost price on completion and with the estimated value of expected future cash flows for the Company. If the recoverable amount is lower than the cost price on completion, an impairment loss in the form of a provision for impairment is recognised in the income statement under "Impairment losses on investment properties measured at cost".
The fair value of properties under construction measured at fair value is determined mainly on the basis of independent appraisals. The appraiser values the asset as if it were fully complete, taking account of market conditions at the date of valuation and the specific characteristics of the property. Expenses not yet incurred at the account closing date are deducted from this value.
The difference between the fair value of investment properties under construction measured at fair value from one period to the next is recognised in the income statement under the heading "Change in value of investment properties".
In accordance with IFRS 5, a non-current asset is classified as "held for sale" if its carrying amount is to be recovered primarily through a sale transaction rather than through ongoing use.
This is the case if the asset is available for immediate sale in its current state, subject only to the usual and customary conditions for the sale of such an asset, and if its sale is highly probable.
Indications of a high probability of sale include the existence of a plan by Group management to sell the asset and an active programme to find a buyer and close a sale within the following 12 months. Management assesses the situations. When at the closing date there is a preliminary sales agreement or a firm commitment, the property is systematically included in assets held for sale.
The asset is measured at fair value, which is generally the amount agreed to between the parties minus selling costs.
For an operation to be considered discontinued, the Company determines, according to the facts and circumstances, whether or not there exists a single and coordinated plan to dispose of a major line of business or geographical area of operations.
In accordance with IAS 36, property plant and equipments and intangible assets subject to amortisation are tested for impairment whenever any internal or external evidence of impairment is observed.
Goodwill and other intangible assets with an indeterminate life, such as the Cogedim and Pitch Promotion brands, are systematically tested for impairment annually or more frequently if internal or external events or circumstances indicate that their value may have declined.
The value of assets (and certain associated liabilities) on the balance sheet, when they are directly related or attributable to cash generating units (CGUs) or groups of CGUs including intangible assets and goodwill, if applicable, is compared to the recoverable amount of the CGU or group of CGUs, defined as the higher of the sale price net of any costs that may be incurred for the sale, and value in use. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Value in use of the CGU or the combination of several CGUs is determined using a multi-criteria approach that relies primarily on the discounted cash flow (DCF) method, supplemented by market comparables and transaction multiples.
The basic principles of the DCF method are:
The multiples approach via market comparables is based on determining a sample of comparable listed companies, for which a multiple is calculated and reapplied to those aggregates considered relevant.
The multiples approach via comparable transactions is based on selecting a panel of transactions in comparable companies and reapplying these to the aggregates considered relevant.
Sensitivity tables are created for all impairment tests carried out.
An impairment loss is recognised, if applicable, if the value of the assets (and certain associated liabilities) on the balance sheet is higher than the recoverable amount of the CGU or group of CGUs, and is written off in priority against goodwill, then against other intangible assets and property, plant and equipment on a prorata basis for their carrying amount. The impairment thus recognised is reversible, except for any portion charged to goodwill.
Inventories relate to:
Interest expenses attributable to programmes are included in inventories in accordance with Revised IAS 23.
"Inventories" are carried at cost price less the portion of cost price retired on a percentage-of-completion basis for off-plan sale (VEFA) or Property Development contract transactions. The cost price includes:
Any profit on internal fees for services performed within the Group is eliminated.
Generally speaking, whenever the net realisable value of inventories and work in progress is less than the cost price, impairment losses are recognised.
Trade and other receivables are measured at face value less any allowances for impairment to reflect actual possibilities of recovery.
For long-term contracts accounted for using the percentage-of-completion method, trade receivables correspond to receivables calculated on percentage of completion (inclusive of tax) after deduction of collected calls for funds. They therefore include:
These receivables are classified in the balance sheet into:
Altarea Group has elected not to apply the hedge accounting proposed in IAS 39.
Application principles for IAS 32 and 39 and IFRS 7 are as follows:
must be available immediately for the needs of the Group or its subsidiaries.
Financial assets and liabilities are initially recognised at the fair value of the price paid, including acquisition-related costs. After initial recognition, such assets and liabilities are recognised at fair value.
For financial assets and liabilities such as listed shares that are actively traded on organised financial markets, fair value is determined by reference to the published market price at the closing date.
For other financial assets and liabilities such as OTC derivatives, swaps, caps, etc. that are traded on active markets (market composed of numerous transactions, continuously displayed and traded prices), fair value is estimated by an actuary using commonly accepted models and in compliance with guidance from IFRS 13 – "Fair value measurement." A mathematical model is used to bring together calculation methods based on recognised financial theories. This takes into account the measurement of credit risk (or risk of default) of Altarea visà-vis its bank counterparties and the risk of its counterparties vis-à-vis Altarea (Credit Value Adjustment/Debit Value Adjustment). Altarea applies the default probability calculation method used by the secondary market (according to estimated bond spreads of its counterparties).
As a last resort, the Company measures financial assets and liabilities at cost less potential impairment. This applies exclusively to non-consolidated participating interests.
The realisable value of financial instruments may differ from the fair value calculated at the closing date of each financial year.
Equity represents the residual value of assets, after liabilities have been deducted.
Issuance costs for equity securities including mergerrelated costs are deducted from the proceeds of the issue.
An instrument is an equity instrument if the instrument includes no contractual obligation to deliver cash or another financial asset, or to exchange assets or liabilities with another entity under conditions unfavourable to the issuer. On that basis, the Subordinated Perpetual Notes issued by Altarea SCA are equity instruments.
Own equity instruments that have been bought back (treasury shares) are deducted from equity. No gain or loss is recognised in income when own equity instruments of the Company are purchased, sold, issued or cancelled.
Share-based payments are transactions based on the value of shares of the issuing company: stock options, free share grants and company savings plans.
These rights may be settled in equity instruments or cash: at Altarea Group, all plans concerning the Altarea shares must be settled in equity instruments.
In accordance with the provisions of IFRS 2, share-based payments to corporate officers and employees of Altarea or Group companies are accounted for in the financial statements as follows: the fair value of the equity instrument awarded is recognised in the income statement as a staff cost, with a corresponding increase in equity on the balance sheet if the plan has to be settled in equity instruments, or decrease in equity if the plan must be settled in cash.
The staff cost representing the benefit conferred (corresponding to the fair value of the services rendered by the employees) is valued at the option grant date by an actuary firm using the binomial Cox-Ross-Rubinstein mathematical model on the basis of turnover determined over the last three years. This model is adapted to suit plans that provide for a vesting period and a lock-up period. The expense is spread over the vesting period. Share grant plans and employee investment plans are measured on the basis of market value.
Basic earnings per share is calculated by dividing net income (Group share) by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated using the share repurchase method. Under this method, the funds received from the exercise of warrants or options are assumed to be applied first to repurchasing own shares at the market price. The market price is taken to be the volume-weighted average of average monthly prices of Altarea shares.
The theoretical number of shares that would be repurchased at this market price is subtracted from the total number of shares produced by the exercise of warrants and options. The number calculated using this method is then added to the average number of shares in issue to produce the denominator.
When the theoretical number of shares to be bought at market price is greater than the number of potentially dilutive shares, the difference is disregarded. The weighted average number of shares after dilution is then equal to the average number of shares before dilution.
Potential shares are treated as dilutive if their conversion into ordinary shares would cause a reduction in earnings per share.
At 31 December 2016, dilution derived from rights to free shares granted to employees or corporate officers of the Group.
In accordance with IAS 19 and amendments adopted by the European Union in June 2012, employee benefits are recognised under "personnel costs" in the income statement, with the exception of liability (or asset) revaluations recognised directly in equity and recorded in "Other comprehensive income."
Benefits payable at retirement are paid to employees at the time of retirement based on length of service and final salary. These benefits belong to defined-benefit pension plans. Accordingly, to measure the amount of its retirement obligations, the Group uses the retrospective projected unit credit method prescribed by IAS 19.
This method represents the probable present value of the vested rights taking into account salary increases until retirement, the probability of retirement and the probability of survival.
The formula for the past service obligation can be broken down as follows:
Past service cost = (benefit rights earned by the employee) (probability that the entity will pay the benefits) (discounting to present value) (payroll tax coefficient) (length of service to date/length of service at retirement)
The main assumptions used for estimating the pension obligation are as follows:
long-term salary adjustment rate (including inflation): 2.2%.
Actuarial gains and losses and valuation adjustments are recorded directly in equity under other comprehensive income.
The amount of the obligation determined using this method is then reduced by the value of any assets held to cover it (not applicable in this case).
The provisions of the 2008 French Social Security Financing Act (voluntary retirement beyond 65) did not have a material impact on the amount of the obligation.
These benefits are offered under defined-contribution pension plans. As such, the Group has no obligation except to pay its share of contributions. The expense corresponding to contributions paid is recognised in the income statement as incurred.
There are no other long-term benefits granted by the Group.
Where applicable, payments for termination of an employment contract are provisioned on the basis of the collective agreement.
Short-term benefits include in particular an incentive agreement for employees to share in the profit recorded by their economic and social unit, signed by the service companies of the Group that are members of the economic and social unit, and the works council. Benefits also include an employee profit-sharing plan applicable to the profit of the economic and social unit as required under French common law.
Short-term employee benefits including those arising from these profit-sharing plans are expensed as incurred.
In accordance with IAS 37, a provision is recognised when an obligation to a third party will certainly or probably result in an outflow of resources without any equivalent benefits being received in consideration, and when the amount required to settle the obligation can be reliably estimated. The provision is maintained as long as the timing and amount of the outflow of resources are not known with precision.
In general, these provisions are not linked to the Group's normal operating cycle. Provisions are discounted when appropriate using a pre-tax rate of return that reflects the risks specific to the liability.
Non-current provisions consist mainly of provisions arising from litigation between the Altarea Group and third parties or from rent guarantees granted to shopping centre buyers.
Contingent liabilities correspond to a potential obligation for which the probability of occurrence or a reliable estimate of the amount cannot be determined. They are not recognised on the balance sheet. A disclosure is made in the notes unless the amounts at stake can reasonably be expected to be small.
Following its decision to adopt the SIIC tax status, the Altarea Group is subject to a specific tax regime:
Income taxes are recognised in accordance with IAS 12.
From the time that SIIC tax status was adopted, deferred taxes are calculated for companies without such status and on the taxable profits of companies in the SIIC sector. Deferred taxes are recognised on all timing differences between the carrying amounts of assets and liabilities for financial reporting purposes and their values for tax purposes, and on tax loss carryforwards, using the liability method.
The carrying amount of deferred tax assets is reviewed at each closing date and reduced if it is no longer probable that sufficient future taxable profits will be available to permit utilisation of all or part of the deferred tax assets. Deferred tax assets are reassessed at each closing date and are recognised where it is likely that future taxable profits will allow their recovery based on a business plan for tax purposes prepared by management and derived from the Group's business plan drawn up for a reasonable period.
Deferred tax assets and liabilities are measured using the liability method at the tax rates expected to apply when the asset will be realised or the liability settled, on the basis of known tax rates at the closing date.
Taxes on items recognised directly in equity are also recognised in equity, not in the income statement.
Deferred tax assets and liabilities are offset when they relate to the same tax entity and the same tax rate.
Income from ordinary activities is recognised when it is probable that future economic benefits will flow to the Group and the amounts of income can be reliably measured.
Net rental income includes: rental income and other net rental income less land expenses, non-recovered service charges, management fees and net allowances to provisions for bad debt.
Rental income includes gross rental income, including the effects of spreading stepped rents over the non-cancellable lease term, rent holidays and other benefits granted by contract to the lessee by the lessor, and notably reductions granted during the lease term.
Other net rental income includes revenues and expenses recognised on initial lease payments received, termination fees received and early termination fees paid to tenants. Termination fees are charged to tenants when they terminate the lease before the end of the contract term. They are recognised in income when charged. Termination fees paid to tenants in return for vacating the premises before term are expensed where it is not possible to demonstrate that enhancement of the rental profitability of the property is attributable to the tenants' removal.
Land expenses correspond to amounts paid in fees for temporary occupation permits, very long-term land (emphyteutic) leases and construction leases, both of which are treated as operating leases.
Non-recoverable rental expenses correspond to charges that are normally passed on to tenants (building maintenance expenses, local taxes, etc.) but are borne by the owner because of tax caps on re-billing or because some rental premises are vacant.
Management fees include all other expenses associated with the leasing activity: rental management fees, letting fees with the exception of initial letting fees, which are included in the cost of production of the assets, and net loss on bad debt.
Net property income is the difference between revenues and cost of sales, selling expenses and net allowances for impairment on bad debt and inventories.
It corresponds primarily to the profit margin on Residential and Office Property sectors, plus the profit margin on sales of assets related to the shopping centre development business (hypermarket building shells, parking facilities, etc.) in the Retail sector.
For Property Development activities, net property income is recognised in Altarea's financial statements using the percentage-of-completion method.
This method is used for all off-plan (VEFA) and property development contract transactions.
Losses on "new operations" are included in net property income.
For these programmes, revenues from sales effected via notarised sales are recognised – in accordance with IAS 18 – "Income from ordinary activities" and IFRIC 15 – "Agreements for the Construction of Real Estate" – in proportion to the percentage of completion of the programme, as measured by the total percentage of costs directly related to construction (not including the cost of land) incurred in comparison to the total forecast budget (updated at each closing date) and to the percentage of sales realised, determined relative to budgeted total sales. The event giving rise to revenue recognition is thus the commencement of construction work combined with the signature of valid deeds of sale (sales that have closed).
Net property income on property development transactions is measured according to the percentage-of-completion method based on the following criteria:
Purchase/resale transactions in property complexes are recorded as and when sales are closed. For these transactions, the net property income firstly highlights sales (net VAT amount on margin where applicable) and secondly the cost of sales in respect of cost price items.
The "Net overhead expenses" line item includes income and expense items that are inherent in the business activities of the Group's service companies.
Income
For each operating segment, income includes payments for services provided to third parties, such as delegated project management fees related to property development activities, rental management fees (syndicate agent, coownership management), and fees for marketing and other services (additional work borne by acquirers), internal management fees (after elimination of inter-company profit margins) - see note on investment properties or inventories).
Expenses includes personnel costs, overhead costs (miscellaneous fees, rent, etc.), as well as depreciation of operating assets. Capitalised production and production held in inventory is deducted from this amount.
Other income and expenses relate to Group companies that are not service providers. They correspond to overhead costs and miscellaneous management fee income. Amortisation of intangible assets and depreciation of tangible assets other than portfolio assets in operation are also included in this line item.
According to IAS 17, a lease is an agreement whereby the lessor conveys to the lessee, in return for a payment or series of payments, the right to use an asset for an agreed period of time. IAS 17 distinguishes between finance leases, which transfer substantially all the risks and rewards incidental to ownership of the leased asset, and operating leases, which do not.
The Company's rental income derives primarily from operating leases and are accounted for on a straight-line basis over the entire term of the lease. The Company therefore retains substantially all the risks and rewards incidental to ownership of its investment properties.
IAS 17 states that contingent rent amounts (stepped rents, rent holidays and other benefits granted to lessees) must be recognised on a straight-line basis over the firm lease term, which is understood as the period during which the lessee has no right to cancel. These amounts therefore increase or reduce rental income for the period.
Initial lease payments received as a lump sum by the lessor are analysed as additional rent. As such, IAS 17 requires initial lease payments to be spread linearly over the firm lease term.
Termination fees are charged to tenants when they terminate the lease before the end of the contract term.
These fees are accounted for as part of the lease agreement that was terminated and are taken to income in the year they are recognised.
When the lessor terminates a lease before its term, the lessor pays a termination fee to the tenant in place.
If payment of an early termination fee enables performance of the asset to be enhanced (as by increasing the rent and thereby the value of the asset), this expenditure may be capitalised. If not, this expenditure is expensed as incurred.
If an early termination fee is paid as part of major renovation or reconstruction work on a building that requires tenants to leave, this expenditure is capitalised and included in the cost price of the asset under development or redevelopment.
Leases of land or buildings and construction leases are classified either as finance leases or as operating leases on the same basis as leases of other assets.
These contracts are considered finance leases if they transfer virtually all risks and rewards incidental to ownership to the lessee; otherwise, they are considered operating leases.
An upfront payment on such a lease represents prepaid rent that is recognised in prepaid expenses and then spread over the term of the lease. Each lease agreement requires a specific analysis of its terms.
The gain or loss on Investment Properties is the difference between:
Adjustments in the value on each property measured at fair value are recognised in the income statement under "Adjustment in value of investment properties measured at fair value" and are determined as follows:
Market value excluding transfer duties at the end of the period (taking into account the impact of stepped rents and rent holidays as measured by the appraiser) minus [Market value at the end of the previous period if the property was measured at fair value, or cost if the property is marked to market for the first time + amount of construction work and expenses eligible for capitalisation during the year + effect of deferral period for stepped rents and rent holidays net of the deferral of initial lease payments]
Impairment losses on each property measured at cost are recognised in the income statement under "Net impairment of investment properties measured at cost."
In accordance with revised IAS 23, borrowing costs directly attributable to the construction of qualifying assets are included in the cost of these assets.
Interest expenses attributable to programmes are capitalised as part of the cost of inventories or property assets under development and construction, during the construction phase of the asset, except in certain cases.
The cost of net financial debt includes interest incurred on borrowings including the amortisation of issuance expenses, and other financial liabilities, income from loans and advances to participating interests, gains on sale of marketable securities and the impact of interest-rate swaps used as interest-rate hedges.
Where there is a significant delay in the construction project, Management may decide, if the delay is unusually long, not to capitalise interest expenses attributable to the programme any longer. Management estimates the date at which the capitalisation of interest expenses may resume.
This line item shows the combined effect of discounting payables and receivables due in more than one year to present value.
The cash flow statement is presented using the indirect method permitted under IAS 7. Tax expense is shown as a single item in cash flows from operating activities. Interest paid is shown in cash flows from financing activities, and interest received is shown in cash flows from investing activities. Dividends paid are classified as cash flows from financing activities.
IFRS 8 – "Operating segments" requires the presentation of operating segments to reflect the Company's organisation and internal reporting system, which is
presented in compliance with IFRS recognition and measurement principles. An operating segment represents an activity of the Company that incurs income and expenses, and whose operating income is regularly reviewed by the Company's Management and executive bodies. Each segment includes separate financial information.
The Company's internal reporting is based on an analysis of the period's results in accordance with
According to these analytical criteria, operating income, including earnings from equity affiliates, is monitored on an operating segment basis.
In addition to operating income, asset book values (and certain related liabilities) are monitored by operating segment when they are directly related or can be allocated to a sector. They are considered economic assets of the sector in question.
The Company has the following operating segments:
Items under "Other" allow reconciliation of various reporting indicators with accounting indicators.
Borrowing costs, changes in the value of financial instruments and gains and losses from their disposal, taxes, and earnings from minority interests are not allocated by sector. Balance-sheet items such as financial assets and liabilities cannot be allocated, nor can deferredtax assets corresponding to the recognition of tax losses.
This item measures the creation of wealth available for distribution from net income (Group share of FFO). Funds from operations are defined as net income, Group share (i.e., attributable to equity holders of the parent), exclusive of changes in value, estimated expenses, transaction costs, and changes in deferred tax, as defined below.
Operating cash flow is defined as operating income exclusive of changes in value, estimated expenses, and transaction costs, as defined below.
Each segment's operating cash flow is presented within the following framework:
1 Funds from operations
Net borrowing costs excluding estimated expenses defined below.
Current taxes excluding deferred taxes and excluding current taxes related to changes in value (exit tax, etc.) and dividend distributions.
The share of funds from operations attributable to minority shareholders of subsidiaries. After deduction of the share of funds from operations attributable to minority interests, the Group share of funds from operations (FFO) (i.e., the share attributable to shareholders of Altarea SCA) is presented, followed by the Group share of funds from operations (per share).
These changes in value measure the value created or realised by the Company during the period.
The relevant indicator for monitoring value is the change in going concern net asset value, to which funds from operations contribute. This management indicator is presented in detail in the business review.
The change in NAV is reconciled with the income statement as follows:
Funds from operations (FFO)
Changes in value, estimated expenses, and transaction costs
Dividend distribution
Changes in value concern gains and losses from the brick-and-mortar retail property sector:
Transaction costs include fees and other non-recurring expenses incurred from Corporate development projects that are ineligible for capitalisation (e.g., expenses incurred from business combinations or equity investments, whether completed or not) or that are ineligible for inclusion under issuance costs (e.g. certain commissions incurred from capital management). Income and expenses outside the Company's going concerns are also included.
Estimated expenses that correspond to the amortisation of bond issuance costs.
Changes in value represent fair-value adjustments of financial instruments and the discounting of receivables and payables. Results from the disposal of financial instruments represent the balance for amounts incurred in the period from restructuring or cancelling financial instruments.
Deferred tax recognised for the period and current taxes related to changes in value and distribution of dividends (exit tax, etc.).
The share attributable to minority interests of subsidiaries for changes in value, estimated expenses, transaction costs, and deferred tax.
| Retail | Residential | Offices | Other | Total | |
|---|---|---|---|---|---|
| In € millions | |||||
| Operating assets and liabilities | |||||
| Intangible assets | 17.9 | 214.5 | 24.2 | 1.4 | 257.9 |
| Property, plant and equipment | 2.3 | 6.5 | 5.3 | 0.1 | 14.2 |
| Investment properties | 4,217.7 | – | 38.3 | – | 4,256.0 |
| Securities and receivables in equity affiliates and unconsolidated interests |
196.9 | 122.8 | 92.4 | – | 412.0 |
| Operational working capital requirement | 50.8 | 451.8 | 33.4 | (8.1) | 527.9 |
| Total operating assets and liabilities | 4,485.6 | 795.6 | 193.6 | (6.7) | 5,468.0 |
| In € millions | Retail | Residential | Offices | Other | Total |
|---|---|---|---|---|---|
| Operating assets and liabilities | |||||
| Intangible assets | 18.3 | 173.6 | 9.0 | 1.2 | 202.1 |
| Property, plant and equipment | 2.7 | 3.5 | 0.0 | 0.0 | 6.2 |
| Investment properties | 3,759.6 | – | – | – | 3,759.6 |
| Securities and receivables in equity affiliates and unconsolidated interests |
219.1 | 65.0 | 76.8 | – | 361.0 |
| Operational working capital requirement | 38.2 | 317.9 | 51.2 | 22.0 | 429.3 |
| Total operating assets and liabilities | 4,037.8 | 560.0 | 137.1 | 23.2 | 4,758.2 |
See consolidated income statement by segment in the financial statements.
| 31/12/2016 | 31/12/2015 | |||||
|---|---|---|---|---|---|---|
| In € millions | Funds from operations (FFO) |
Changes in value, estimated expenses and transaction costs |
Total | Funds from operations (FFO) |
Changes in value, estimated expenses and transaction costs |
Total |
| Rental income | 183.9 | – | 183.9 | 174.6 | – | 174.6 |
| Property expenses | (4.8) | – | (4.8) | (5.0) | – | (5.0) |
| Unrecoverable rental expenses | (6.8) | – | (6.8) | (5.5) | – | (5.5) |
| Management costs | 1.5 | – | 1.5 | 1.4 | – | 1.4 |
| Net charge to provisions for current assets | (5.5) | – | (5.5) | (5.0) | – | (5.0) |
| NET RENTAL INCOME | 168.3 | – | 168.3 | 160.5 | – | 160.5 |
| Revenue | 1,362.4 | 5.5 | 1,368.0 | 1,004.4 | 6.5 | 1,010.9 |
| Cost of sales | (1,172.7) | (5.5) | (1,178.2) | (863.1) | (6.6) | (869.7) |
| Selling expenses | (61.9) | – | (61.9) | (44.9) | – | (44.9) |
| Net charge to provisions for current assets | (7.8) | (0.4) | (8.2) | (7.1) | – | (7.1) |
| Amortisation of customer relationships | – | (4.6) | (4.6) | – | – | – |
| NET PROPERTY INCOME | 119.9 | (4.9) | 115.0 | 89.3 | (0.1) | 89.2 |
| External services Own work capitalised and production held in inventory |
29.9 124.0 |
– – |
29.9 124.0 |
28.7 99.4 |
4.0 – |
32.7 99.4 |
| Personnel costs | (148.3) | (15.6) | (163.9) | (116.6) | (2.6) | (119.2) |
| Other overhead expenses | (61.8) | (0.4) | (62.2) | (48.9) | (0.3) | (49.2) |
| Depreciation expense on operating assets | – | (5.0) | (5.0) | – | (4.6) | (4.6) |
| NET OVERHEAD EXPENSES | (56.3) | (21.0) | (77.2) | (37.4) | (3.5) | (40.9) |
| Other income and expenses | (0.6) | – | (0.6) | (6.6) | (0.0) | (6.7) |
| Depreciation expenses | – | (0.8) | (0.8) | – | (0.6) | (0.6) |
| Transaction costs | – | (2.7) | (2.7) | – | (5.2) | (5.2) |
| OTHER | (0.6) | (3.5) | (4.1) | (6.6) | (5.8) | (12.4) |
| Proceeds from disposal of investment assets | – | 2.9 | 2.9 | – | 3.7 | 3.7 |
| Carrying amount of assets sold | – | (2.8) | (2.8) | – | (6.5) | (6.5) |
| NET GAIN/(LOSS) ON DISPOSAL OF INVESTMENT ASSETS | – | 0.1 | 0.1 | – | (2.8) | (2.8) |
| Change in value of investment properties Net impairment losses on investment properties measured at cost |
– – |
177.2 – |
177.2 – |
– – |
113.5 5.2 |
113.5 5.2 |
| Net impairment losses on other non-current assets | – | (0.0) | (0.0) | – | – | – |
| Net charge to provisions for risks and contingencies | – | (1.1) | (1.1) | – | 0.2 | 0.2 |
| Operating income before the share of net income of equity-method associates |
231.4 | 146.7 | 378.1 | 205.8 | 106.7 | 312.5 |
| Share in earnings of equity-method associates | 43.1 | (5.5) | 37.6 | 24.2 | (10.8) | 13.4 |
| Operating income after the share of net income of equity-method associates | 274.5 | 141.2 | 415.7 | 229.9 | 95.9 | 325.9 |
| Net borrowing costs Financial expenses |
(37.2) (53.1) |
(6.3) (6.3) |
(43.5) (59.4) |
(31.9) (47.4) |
(5.4) (5.4) |
(37.4) (52.8) |
| Financial income | 15.9 | – | 15.9 | 15.4 | – | 15.4 |
| Change in value and income from disposal of financial instruments | – | (75.8) | (75.8) | – | (40.5) | (40.5) |
| Discounting of debt and receivables | – | (0.3) | (0.3) | – | (0.2) | (0.2) |
| Proceeds from the disposal of investments | – | (0.1) | (0.1) | 4.8 | 8.6 | 13.4 |
| Dividend per share | 0.1 | – | 0.1 | (0.0) | – | (0.0) |
| PROFIT BEFORE TAX | 237.5 | 58.7 | 296.3 | 202.8 | 58.5 | 261.3 |
| Income tax | (1.4) | (27.5) | (28.9) | (0.9) | (3.9) | (4.8) |
| Tax due | (1.4) | – | (1.4) | (0.9) | (0.1) | (1.0) |
| Deferred tax | – | (27.5) | (27.5) | – | (3.8) | (3.8) |
| Net income from continuing operations | 236.1 | 31.3 | 267.4 | 201.9 | 54.6 | 256.5 |
| o/w Income from continuing operations attributable to Altarea SCA shareholders |
192.0 | (26.5) | 165.5 | 161.2 | 19.5 | 180.7 |
| o/w Income from continuing operations attributable to minority interests in subsidiaries |
44.1 | 57.8 | 101.8 | 40.7 | 35.1 | 75.8 |
| Net income from discontinued operations | – | 2.3 | 2.3 | – | (72.3) | (72.3) |
| o/w Income from discontinued operations attributable to Altarea SCA shareholders |
– | 2.3 | 2.3 | – | (72.3) | (72.3) |
| o/w Income from discontinued operations attributable to minority interests in subsidiaries |
– | – | – | – | – | – |
| Net income | 236.1 | 33.5 | 269.6 | 201.9 | (17.7) | 184.1 |
| o/w Net income attributable to Altarea SCA shareholders | 192.0 | (24.2) | 167.8 | 161.2 | (52.8) | 108.4 |
| o/w Net income attributable to minority interests in subsidiaries | 44.1 | 57.8 | 101.8 | 40.7 | 35.1 | 75.8 |
| Average number of non-diluted shares (1) | 13,994,904 | 13,994,904 | 13,994,904 | 12,628,560 | 12,628,560 | 12,628,560 |
| Non-diluted net income per share from continuing operations attributable to shareholders of Altarea SCA (€) |
13.72 | (1.89) | 11.83 | 12.76 | 1.54 | 14.31 |
| Non-diluted net income per share from discontinued operations attributable to shareholders of Altarea SCA (€) |
– | 0.16 | 0.16 | – | (5.72) | (5.72) |
| Net income per share attributable to shareholders of Altarea SCA (€) | 13.72 | (1.73) | 11.99 | 12.76 | (4.18) | 8.58 |
| Diluted average number of shares (1) | 14,120,403 | 14,120,403 | 14,120,403 | 12,703,660 | 12,703,660 | 12,703,660 |
| Diluted net income per share from continuing operations attributable to shareholders of Altarea SCA (€) |
13.60 | (1.88) | 11.72 | 12.69 | 1.54 | 14.23 |
| Diluted net income per share from discontinued operations attributable to shareholders of Altarea SCA (€) |
– | 0.16 | 0.16 | – | (5.69) | (5.69) |
| Diluted net income per share attributable to shareholders of Altarea SCA (€) | 13.60 | (1.72) | 11.88 | 12.69 | (4.16) | 8.53 |
(1) Pursuant to IAS 33, the weighted average number of shares (diluted and non-diluted) was adjusted retrospectively to take account of the capital increase with preferential subscription rights that took place during H1 2016.
| 31/12/2016 | 31/12/2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In € millions | France | Italy | Spain | Other | Total | France | Italy | Spain | Other | Total |
| Rental income | 162.0 | 14.0 | 8.0 | – | 183.9 | 149.8 | 17.0 | 7.9 | – | 174.6 |
| External services | 21.4 | 0.3 | 0.3 | – | 21.9 | 20.6 | 0.4 | 0.3 | – | 21.3 |
| Revenues from net property income | 5.5 | – | – | – | 5.5 | 6.5 | – | – | – | 6.5 |
| BRICK-AND-MORTAR RETAIL | 188.9 | 14.2 | 8.2 | – | 211.3 | 176.9 | 17.3 | 8.2 | – | 202.4 |
| Revenue | 1,066.5 | – | – | – | 1,066.5 | 883.3 | – | – | – | 883.3 |
| External services | 1.1 | – | – | – | 1.1 | (0.2) | – | – | – | (0.2) |
| RESIDENTIAL | 1,067.6 | – | – | – | 1,067.6 | 883.1 | – | – | – | 883.1 |
| Revenue | 295.9 | – | – | – | 295.9 | 121.1 | – | – | – | 121.1 |
| External services | 5.9 | – | – | 0.5 | 6.4 | 6.8 | – | – | 0.6 | 7.4 |
| OFFICES | 301.8 | – | – | 0.5 | 302.4 | 127.9 | – | – | 0.6 | 128.5 |
| Other (Corporate) | 0.5 | – | – | – | 0.5 | 4.2 | – | – | – | 4.2 |
| Total revenues | 1,558.8 | 14.2 | 8.2 | 0.5 | 1,581.7 | 1,192.1 | 17.3 | 8.2 | 0.6 | 1,218.2 |
In 2016 as was the case in 2015, one customer represented more than 10% of the revenue of Altarea Cogedim Group, for total revenue of €176 million and €140 million in the Residential and Office Property segments respectively.
In 2016, Altarea Cogedim reinforced its equity to the tune of €369 million through three transactions: €210 million through the capital increase conducted on the market, €127 million through the dividend-paid-in-securities option and €32 million through the reserved capital increase conducted in the framework of the acquisition of Pitch Promotion.
These transactions enabled the Group's growth to be financed whilst reducing the consolidated LTV level to 37.2% compared with 44.5% as at 31 December 2015.
In 2016, the Group delivered two shopping centres - L'Avenue 83 in Toulon-La Valette (54,000 m²) and Le Parks in central Paris (33,000 m²) - and the first instalment of restructuring at the Cap 3000 centre in Nice.
In 2016, Altarea Cogedim signed the temporary occupation authorisation (AOT)2 for the Paris-Austerlitz train station and the public spaces temporary occupation agreement (COTDP)3 for the Paris-Montparnasse train station. The Group is expanding its station portfolio in Paris4 and strengthening its leader position in travel retail in France.
On 26 February 2016, Altarea Cogedim acquired 100% of the capital of the Pitch Promotion property developer. Pitch Promotion has been consolidated since that date in the Group's financial statements.
Boosted by a favourable environment, property development experienced very strong growth, in Residential in particular (+61% to €2,286 million corresponding to 10,011 units). Excluding Pitch (acquired in February 2016), the number of units sold was 8,372, up 39%5 .
Furthermore, the Group has continued its expansion strategy as regards its national network with three new regional agencies openings: Lille-Hauts de France, Rennes and Bayonne-Basque Country.
Large mixed-use projects have in common the development of complex real estate projects combining housing, shops, offices, with public and leisure facilities (resorts, cultural spaces, sports, etc.). In recent years, the Group has become the undisputed leader in this area by providing cities with an integrated real estate solution, thanks to its multi-product expertise. In 2016, the Group further strengthened its position by winning three major projects (Issy Cœur de ville, Bordeaux Belvédère6 and Bobigny-La Place) for a total floor area of 340,000 m².
The list of large urban projects in assembly or production now stands at 10 operations for an area of approximately 700,000 m², with potential revenue of more than €2.1 billion7 .
2 Temporary occupation permit.
3 Agreement to temporarily occupy publicly-owned land. 4
The Group already manages the retail spaces at the Gare du Nord and Gare de l'Est.
5 New orders from Pitch Promotion were recognised from 1 January 2016.
6 The Group is involved on a 50% basis in this co-promoted project. 7 In Group share.
The main companies within the scope of consolidation, selected according to revenue and total assets criteria are as follows:
| 31/12/2016 | 31/12/2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| COMPANY | SIREN | Method | Interest | Consolidation | Method | Interest | Consolidation | |
| ALTAREA SCA | 335480877 | parent company | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% |
| Brick-and-mortar retail – France ALDETA SAS (a) |
311765762 | FC | 33.3% | 100.0% | FC | 33.3% | 100.0% | |
| ALTA AUBETTE SNC | 452451362 | FC | 65.0% | 100.0% | FC | 65.0% | 100.0% | |
| ALTA AUSTERLITZ SNC | 812196616 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTA CARRÉ DE SOIE SCI | 449231463 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% |
| ALTA CRP AUBERGENVILLE SNC ALTA CRP GENNEVILLIERS SNC |
451226328 488541228 |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
|
| ALTA CRP GUIPAVAS SNC | 451282628 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTA CRP LA VALETTE SNC | 494539687 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| ALTA CRP RUAUDIN SNC | 451248892 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTA GRAMONT SAS | 795254952 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| ALTA ORGEVAL SNC ALTA QWARTZ (formerly ORI ALTA SNC) |
795338441 433806726 |
FC FC |
100.0% 100.0% |
100.0% 100.0% |
FC FC |
100.0% 100.0% |
100.0% 100.0% |
|
| ALTABLUE SAS (a) |
522193796 | FC | 33.3% | 100.0% | FC | 33.3% | 100.0% | |
| ALTAREA FRANCE | 324814219 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTAREA MANAGEMENT | 509105375 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTAREA PROMOTION COMMERCE SNC | 420490948 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| AVENUE PAUL LANGEVIN SNC BERCY VILLAGE SCI |
428272751 384987517 |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
|
| Centre Commercial de THIAIS SNC | 479873234 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Centre Commercial du KB SNC | 485045876 | FC | 65.0% | 100.0% | FC | 65.0% | 100.0% | |
| FONCIERE ALTAREA SAS | 353900699 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| LIMOGES INVEST SCI | 488237546 | FC | 75.0% | 100.0% | FC | 75.0% | 100.0% | |
| PETIT MENIN SCI SCI CŒUR D'ORLY BUREAUX |
481017952 504255118 |
joint venture joint venture |
EM EM |
50.0% 25.0% |
50.0% 25.0% |
EM EM |
50.0% 25.0% |
50.0% 25.0% |
| SCI MAC DONALD COMMERCE | 524049244 | affiliate | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% |
| SIC RETAIL PARK LES VIGNOLES | 512086117 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Société d'Aménagement de la GARE de L'EST SNC | 481104420 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| Société du Centre Commercial MASSY SNC | 950063040 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| TECI ET CIE SNC | 333784767 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Brick-and-mortar retail – Italy | ||||||||
| ALTABASILIO SRL | NA | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTACERRO SRL | NA | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTAREA ITALIA SRL | NA | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Brick-and-mortar retail – Spain | ||||||||
| ALTAREA ESPANA S.L | NA | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTAREA PATRIMAE S.L | NA | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Diversification | ||||||||
| SEMMARIS | 662012491 | affiliate | EM | 33.3% | 33.3% | EM | 33.3% | 33.3% |
| On-line retail | ||||||||
| RUE DU COMMERCE SAS | 422797720 | NI | 0.0% | 0.0% | FC | 99.9% | 100.0% | |
| Residential | ||||||||
| ALTAREIT SCA | 552091050 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| ALBATROS SNC | 803307354 | affiliate | EM | 46.1% | 46.2% | EM | 46.1% | 46.2% |
| ALTA FAUBOURG SAS | 444560874 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| Altarea Cogedim IDF Grande Métropole Altarea Cogedim Régions |
810928135 810847905 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
|
| Altarea Cogedim ZAC VLS (SNC) | 811910447 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| HISTOIRE ET PATRIMOINE SAS | 480309731 | affiliate | EM | 55.6% | 55.6% | EM | 55.6% | 55.6% |
| MASSY GRAND OUEST SNC – AF050 | 793338146 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| PITCH PROMOTION SAS (formerly Alta Favart SAS) | 450042338 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| PITCH PROMOTION SNC SCCV DOMAINE PARISIS T1 |
422989715 798065959 |
affiliate | FC EM |
99.9% 49.9% |
100.0% 50.0% |
NI NI |
0.0% 0.0% |
0.0% 0.0% |
| SCCV PETITE RÉPUBLIQUE | 803204874 | affiliate | EM | 48.9% | 49.0% | NI | 0.0% | 0.0% |
| SCCV SPIRITO VERDE LOGEMENT | 793990193 | affiliate | EM | 50.9% | 51.0% | NI | 0.0% | 0.0% |
| SNC 91 BIS CHERCHE MIDI | 791262223 | affiliate | EM | 49.9% | 50.0% | NI | 0.0% | 0.0% |
| SNC CARRÉ BLANC | 801838244 | affiliate | EM | 30.0% | 30.0% | NI | 0.0% | 0.0% |
| SCCV ANNEMASSE FOSSARD SNC BORDEAUX FAURE DURAND INFLUENCE |
803779438 803042118 |
joint venture | FC EM |
79.9% 49.9% |
100.0% 50.0% |
FC EM |
79.9% 49.9% |
100.0% 50.0% |
| SCCV BOULOGNE VAUTHIER | 533782546 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | |
| SCCV ROSSO | 538357492 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | |
| SNC COGEDIM PROVENCE | 442739413 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% |
| 31/12/2016 | 31/12/2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| COMPANY | SIREN | Method | Interest | Consolidation | Method | Interest | Consolidation | |
| COGEDIM SAS | 054500814 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SCCV CONFLANS FOCH | 802774810 | FC | 59.9% | 100.0% | FC | 59.9% | 100.0% | |
| SCCV MAISON ALFORT SANGNIER | 791796543 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| SCCV NANTERRE PROVINCES FRANÇAISES LOT A3 | 793491812 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| SCCV PANTIN MEHUL | 807671656 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | |
| SNC COGEDIM AQUITAINE | 388620015 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM ATLANTIQUE | 501734669 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM GRAND LYON | 300795358 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM GRENOBLE | 418868584 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM LANGUEDOC ROUSSILLON | 532818085 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM MEDITERRANÉE | 312347784 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM MIDI-PYRÉNÉES | 447553207 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM PARIS MÉTROPOLE | 319293916 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM SAVOIES-LEMAN | 348145541 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM VENTE | 309021277 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC CORESI | 380373035 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC COGEDIM GESTION | 380375097 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SNC ST GENIS – RUE DARCIEUX | 793115908 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SCCV VITRY 82 | 793287392 | FC | 74.9% | 100.0% | FC | 74.9% | 100.0% | |
| Offices | ||||||||
| ALTAREA COGEDIM ENTREPRISE PROMOTION SNC | 535056378 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| ACEP INVEST 2 CDG NEUILLY / formerly ACEP INVEST 4 | 794194274 | affiliate | EM | 16.6% | 16.7% | EM | 16.6% | 16.7% |
| AF INVESTCO 4 (SCI) | 798601936 | affiliate | EM | 58.3% | 58.4% | EM | 58.3% | 58.4% |
| ISSY PONT SCI | 804865996 | joint venture | EM | 25.0% | 25.0% | EM | 25.0% | 25.0% |
| LYON 7 GARNIER VERCORS SNC | 798069365 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| PASCALPROPCO (SAS) | 437929813 | affiliate | EM | 15.0% | 15.1% | EM | 15.0% | 15.1% |
| SCCV 15 GERLAND | 522391382 | affiliate | EM | 49.9% | 50.0% | NI | 0.0% | 0.0% |
| SNC ATHÈNES CLICHY | 808359558 | FC | 99.8% | 100.0% | NI | 0.0% | 0.0% | |
| SNC EUROMED CENTER | 504704248 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| SCCV SILOPARK | 799237722 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| SNC ROBINI | 501765382 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| SNC COGEDIM ENTREPRISE | 424932903 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% |
| In number of companies | 31/12/2015 | Acquisition | Creation | Sale | Absorption, dissolution, deconsolidation |
Change in consolidation method |
31/12/2016 |
|---|---|---|---|---|---|---|---|
| Fully consolidated | |||||||
| subsidiaries | 308 | 27 | 33 | (2) | (13) | 2 | 355 |
| Joint ventures* | 92 | 1 | 6 | – | (9) | (2) | 88 |
| Affiliates* | 45 | 55 | 11 | – | (3) | 108 | |
| Total | 445 | 83 | 50 | (2) | (25) | – | 551 |
* Entities consolidated under the equity method
The scope of consolidation primarily relates to the acquisition of the Pitch Promotion Group on 26 February 2016.
The main withdrawal from the scope of consolidation is the disposal of the Rue du Commerce company.
Over the financial year, this relates to the acquisition of Pitch Promotion Group.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Investments in consolidated securities | (116.7) | (70.5) |
| Cash of acquired companies | 35.5 | 3.6 |
| Total | (81.3) | (66.8) |
On 26 February 2016, through its subsidiary Pitch Promotion SAS (formerly Alta Favart), Altarea Cogedim acquired 200,177 shares representing the capital of the Pitch Promotion company. Upon signing the share sale agreement, the Group holds 100% of the Pitch Promotion property developer which works both in housing and in commercial property and is present in Greater Paris and in major regional cities.
In accordance with the agreements between the parties, the main shareholder of Pitch Promotion used a portion (€31.7 million) of the proceeds from the sale to subscribe to 190,000 Altarea shares (or 1.5% of Altarea's capital) in a capital increase of Altarea reserved for it.
The acquisition price (determined in accordance with the principles set out in § 2.3.3 of the accounting principles and methods section) amounted to €127.0 million.
In accordance with IFRS 3 "Business Combinations", the valuation at fair value of the company's acquired assets and assumed liabilities led to the recognition, gross of deferred tax, of the brand at €23.3 million, customer relationships at €10.1 million, bond issues and financial instruments at fair value. Once these adjustments were recognised in the statement of financial position on the date of acquisition, goodwill of €26.6 million, determined by the comprehensive goodwill method, was recognised.
Contingent liabilities were identified and recognised.
The fair value of identifiable assets and liabilities and the corresponding book values were as follows on the date of acquisition:
| In € millions | Fair Value | Book Value |
|---|---|---|
| Brand | 23.3 | – |
| Customer relationships | 10.1 | – |
| Other non-current assets | 74.0 | 74.7 |
| Current assets | 240.6 | 240.6 |
| Cash assets | 33.5 | 33.5 |
| Total assets | 381.5 | 348.8 |
| Non-current liabilities and bond issues | 68.0 | 61.5 |
| Deferred taxes on brand and customer relationships | 11.5 | – |
| Current liabilities (including contingent liabilities) | 201.5 | 200.5 |
| Cash liabilities | 0.1 | 0.1 |
| Total liabilities | 281.1 | 262.0 |
| Net assets | 100.4 | 86.8 |
| Goodwill allocated, calculated at 100% | 26.6 | – |
| Equity value at takeover date | 127.0 | 86.8 |
| Group share of direct minority shareholders in Pitch Promotion | – | – |
| Net assets acquired | 127.0 | 86.8 |
In accordance with IFRS, adjustments to these valuations may be made within 12 months after acquisition, leading to a corresponding adjustment to recognised goodwill and its allocation. As such, the identification and valuation of temporarily acquired assets and liabilities at 30 June 2016 were adjusted at 31 December 2016. The goodwill shown above is final and has been allocated to the Group's business segments.
The integrated Group contributed €225.9 million to Group revenues (contribution over 10 months).
In application of IFRS 10, 11 and 12, the following are recognised under securities and receivables on equity affiliates, investments in joint ventures and associated companies, including receivables from these holdings.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Equity-accounting value of joint ventures | 76.7 | 72.9 |
| Equity-accounting value of affiliated companies | 141.2 | 124.0 |
| Value of stake in equity-method affiliates | 218.0 | 196.9 |
| Non-consolidated securities | 0.8 | 0.4 |
| Receivables from joint ventures | 90.2 | 101.4 |
| Receivables from affiliated companies | 103.0 | 62.3 |
| Receivables from equity-method subsidiaries and non-consolidated interests | 193.2 | 163.7 |
The individual carrying value of each of these companies is not significant for the Group.
| 31/12/2016 | 31/12/2015 | |||||
|---|---|---|---|---|---|---|
| In € millions | Joint ventures | Affiliates | Joint ventures | Affiliates | ||
| Balance sheet items, Group share: | ||||||
| Non-current assets | 176.5 | 325.6 | 502.1 | 155.2 | 230.7 | 385.9 |
| Current assets | 203.4 | 324.4 | 527.7 | 217.3 | 114.4 | 331.7 |
| Total assets | 379.9 | 649.9 | 1,029.8 | 372.5 | 345.1 | 717.6 |
| Non-current liabilities | 120.7 | 152.2 | 272.9 | 99.9 | 77.6 | 177.4 |
| Current liabilities | 182.5 | 356.5 | 539.0 | 199.6 | 143.6 | 343.2 |
| Total liabilities | 303.1 | 508.7 | 811.9 | 299.5 | 221.1 | 520.7 |
| Net assets (equity-accounting basis) | 76.7 | 141.2 | 218.0 | 72.9 | 124.0 | 196.9 |
| Share of income statement items, Group share: | ||||||
| Operating income | 20.3 | 29.8 | 50.1 | 9.1 | 10.6 | 19.8 |
| Net borrowing costs | (2.7) | (2.1) | (4.8) | (2.3) | (0.9) | (3.3) |
| Change in value of hedging instruments | (0.4) | (0.0) | (0.4) | 0.2 | (0.0) | 0.2 |
| Proceeds from the disposal of investments | – | 0.0 | 0.0 | – | (0.2) | (0.2) |
| Dividend per share | – | 0.5 | 0.5 | – | 0.5 | 0.5 |
| Net income before tax | 17.2 | 28.2 | 45.3 | 7.0 | 10.0 | 17.0 |
| Corporate income tax | (2.6) | (5.0) | (7.7) | (0.7) | (2.9) | (3.5) |
| Net income after tax, Group share: | 14.5 | 23.1 | 37.6 | 6.3 | 7.2 | 13.4 |
| Non-Group profit or loss | (0.0) | (0.0) | (0.0) | (0.0) | (0.0) | (0.0) |
| Net income, Group share | 14.5 | 23.1 | 37.6 | 6.3 | 7.1 | 13.4 |
Group revenues from joint ventures amounted to €7.1 million at 31 December 2016, compared to €3.5 million at 30 June 2016 and €17.0 million at 31 December 2015.
Group revenues from affiliates amounted to €16.5 million at 31 December 2016, compared to €8.3 million at 30 June 2016 and €7.0 million at 31 December 2015.
Cogedim Résidences Services undertook to pay rent in connection with the leasing of the Résidences Services Cogedim Club ®. In exchange, Cogedim Résidences Services receives the lease payments of the sub-lessees.
At 31 December 2016, the main commitments received by the joint ventures concerned security deposits received from tenants for €2.4 million (in Group share).
Completion guarantees were given in connection with property development activities for joint ventures, for a Group share in the amount of €20.7 million.
In 2016, net rental income increased by €7.8 million (+4.9%) to achieve €168.3 million. This increase is accounted for mainly by the opening of L'Avenue 83 in Toulon-La Valette in April 2016, the 100% acquisition of Qwartz shopping centre in March 2015 and the like-for-like increase of net rental income (+1,4%).
At 31 December 2016, Altarea Cogedim Group's net property income stood at €115.0 million compared to €89.2 million at 31 December 2015. The growth of €25.8 million is led by Residential and Office Property segment. This can be explained by the initial results of Development's excellent operational performance in 2015 and 2016 and the contribution of Pitch Promotion, consolidated since 26 February 2016 in the financial statements.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Bond and bank interest expenses | (51.9) | (42.1) |
| Interest on partners' advances | (1.1) | (1.4) |
| Interest rate on hedging instruments | (5.6) | (7.5) |
| Non-use fees | (2.5) | (2.3) |
| Other financial expenses | (0.8) | (0.4) |
| Capitalised interest expenses | 8.8 | 6.3 |
| FFO financial expenses | (53.1) | (47.4) |
| Net proceeds from the sale of marketable securities | 0.0 | 0.2 |
| Interest on partners' advances | 5.2 | 3.3 |
| Other interest income | 2.0 | 0.6 |
| Interest income on bank current accounts | 0.0 | 0.0 |
| Interest rate on hedging instruments | 8.7 | 11.4 |
| FFO financial income | 15.9 | 15.4 |
| FFO NET BORROWING COSTS | (37.2) | (31.9) |
| Spreading of bond issue costs(1) | (6.3) | (5.4) |
| Estimated financial expenses | (6.3) | (5.4) |
| NET BORROWING COSTS | (43.5) | (37.4) |
(1) Spreading of bond issue costs in accordance with IAS 32 and IAS 39.
Capitalised interest expenses relate only to companies carrying an asset under development or construction (shopping centres and Residential and Office Property operating segments) and are deducted from interest paid to credit institutions.
The capitalisation rate used to determine the amounts of borrowing costs that may be included in the carrying amount of assets is the interest rate on financing assigned specifically to asset development or, if there is no specific financing, to the average cost of debt borne by the Company and not assigned specifically to another purpose.
The Altarea Cogedim Group's average cost of debt, including the credit spread, was 1.92% as of 31 December 2016, compared to 1.94% at the end of 2015.
Changes in value of financial instruments and proceeds from their disposal resulted in a net expense of €75.8 million at 31 December 2016 compared to a net expense of €40.5 million at 31 December 2015. This figure reflects the aggregate changes in value of interest-rate economic hedging instruments used by the Group and balancing cash payments and premiums paid to restructure several hedging instruments. At 31 December 2016, balancing cash payments and premiums represented an outflow of €25.5 million.
At 31 December 2015, the Group identified an operation held for sale under IFRS 5 – "Non-current assets held for sale and discontinued operations", the online retail operation of the Rue du Commerce subsidiary, which was
Tax expense is analysed as follows:
sold on 1 January 2016. A protocol agreement was signed between Carrefour and the Group during H1 2016, ending all ongoing discussions and closing the sale. On this basis, the Group achieves a gain of €2.3 million.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Tax due | (1.4) | (1.0) |
| Tax loss carryforwards and/or use of deferred losses | (20.9) | (5.5) |
| Valuation differences | 6.5 | 0.0 |
| Fair value of investment properties | (3.4) | (5.3) |
| Fair value of hedging instruments | 0.7 | (3.3) |
| Net property income on a percentage-of-completion basis | (7.2) | 12.8 |
| Other timing differences | (3.2) | (2.6) |
| Deferred tax | (27.5) | (3.8) |
| (28.9) | (4.8) |
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Pre-tax profit of consolidated companies (excluding discontinued operations) |
258.6 | 247.9 |
| Group tax savings (expense) | (28.9) | (4.8) |
| Effective tax rate | -11.17% | -1.94% |
| Tax rate in France | 34.43% | 34.43% |
| Theoretical tax charge | (89.0) | (85.4) |
| Difference between theoretical and effective tax charge | 60.1 | 80.5 |
| Differences related to entities' SIIC status | 71.5 | 57.5 |
| Differences related to treatment of losses | (11.7) | 22.3 |
| Other permanent differences and rate differences | 0.3 | 0.7 |
Differences related to entities' SIIC status correspond to tax savings accumulated by the French companies having opted for SIIC status.
Differences related to the treatment of losses correspond to the tax expense for unrecognised losses incurred in the period and/or to tax savings from the use or recognition of a previously unrecognised loss.
| In € millions | As of 31/12/2016 | As of 31 Dec. 2015 |
|---|---|---|
| Tax loss carryforwards | 153.1 | 174.1 |
| Valuation differences | (27.9) | (22.9) |
| Fair value of investment properties | (26.5) | (23.1) |
| Fair value of financial instruments | (0.8) | (3.1) |
| Net property income on a percentage-of-completion basis | (16.6) | 2.4 |
| Other timing differences | (0.9) | (3.7) |
| Net deferred tax on the balance sheet | 80.4 | 123.7 |
Deferred taxes relating to valuation differences correspond primarily to the brands held by the Group.
Deferred taxes relating to recognition of tax losses primarily relate to losses recognised in the Altareit tax group.
Deferred taxes are calculated (for French companies which are part of the Group's main consolidation scope) at the rate of 34,43%, as currently applicable in France. The 2017 Finance Act provides for a decrease in the rate of the
Net income per share (basic earnings per share) is the net income (Group share) compared to the weighted average number of shares in issue during the period, less the weighted average number of treasury shares.
To calculate the diluted net income per share, the weighted average number of shares in issue is adjusted to take into account the potentially dilutive effect of all equity instruments issued by the Company.
At 31 December 2016, as in 2015, dilution derived only from the granting of rights to free shares in Altarea SCA to employees or corporate officers of the Group.
The average number of shares in 2015 was corrected in order to take account of the capital increase carried out with preferential subscription rights, in accordance with IAS 33.
Pursuant to IAS 33, the preferential subscription right corresponds to a value freely allocated to the shareholders which is not representative of a result and which results in an upward adjustment of the average number of shares in order to reflect this loss of substance.
corporate income tax, which would be set to 28.92% as of 1 January 2019 for the Altareit Group; accordingly, a discount was applied to the tax calculated based on the items the Group does not expect to be cleared before this date, i.e. Cogedim and Pitch brands (deferred tax liability) on the one hand, and a fraction of the equity loss carryforwards that was not consumed in Alta Faubourg and Cogedim (deferred tax assets).
.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Numerator | ||
| Net income from continuing operations, Group share |
165.5 | 180.7 |
| Net income from discontinued operations, Group share |
2.3 | (72.3) |
| Net income, Group share | 167.8 | 108.4 |
| Denominator | ||
| Weighted average number of shares before dilution |
13,994,904 | 12,628,560 |
| Effect of potentially dilutive shares | ||
| Stock options | 0 | 0 |
| Rights to free share grants | 125,499 | 75,100 |
| Total potential dilutive effect | 125,499 | 75,100 |
| Weighted diluted average number of shares | 14,120,403 | 12,703,660 |
| Basic net income per share attributable to Group shareholders from continuing operations (in €) |
11.83 | 14.31 |
| Basic net income per share attributable to Group shareholders from discontinued operations (in €) |
0.16 | (5.72) |
| Basic net income per share attributable to Group shareholders (in €) |
11.99 | 8.58 |
| Diluted net income per share attributable to Group shareholders from continuing operations (in €) |
11.72 | 14.23 |
| Diluted net income per share attributable to Group shareholders from discontinued operations (in €) |
0.16 | (5.69) |
| Diluted net income per share attributable to Group shareholders (in €) |
11.88 | 8.53 |
| (number of shares and in €) | Number of shares |
Nominal | Share capital |
|
|---|---|---|---|---|
| Number of shares outstanding at 31 December 2014 | 12,515,497 | 15.28 | 191,244,972 | |
| Number of shares outstanding at 31 December 2015 | 12,515,497 | 15.28 | 191,244,972 | |
| authorisations to issue ordinary shares to shareholders of Pitch Group | 190,000 | 15.28 | 2,903,200 | |
| conversion of dividends into shares | 821,762 | 15.28 | 12,556,523 | |
| capital increase of 13 June 2016 | 1,503,028 | 15.28 | 22,966,268 | |
| Number of shares outstanding at 31 December 2016 | 15,030,287 | 15.28 | 229,670,964 |
The aim of the Group's capital management is to ensure liquidity and optimise its capital structure.
The Company's policy is to maintain its LTV ratio below 45%, excluding temporarily exceeding that level or exceptional transactions. The Corporate loan agreement clauses specifically stipulate that the Group must maintain an LTV ratio below 60%.
The gross expense recorded on the income statement for share-based payments was €16.4 million in 2016 compared to €1.9 million in 2015.
No stock option plan was underway at 31 December 2016.
On existing plans as of 31/12/2015, in 2016:
In addition, following the "All in action! (Tous en actions !)" wage policy of Altarea Cogedim Group implemented in 2016, 258,803 free shares were allocated to the Group's employees.
| Award date | Number of rights awarded |
Vesting date | Rights in issue at 31/12/2015 |
Awarded | Delivery | Rights cancelled(*) |
Rights in issue at 31/12/2016 |
|---|---|---|---|---|---|---|---|
| Stock grant plans on Altarea shares | |||||||
| 18 February 2013 | 82,900 | 18 February 2016 | 62,800 | (61,698) | (1,102) | – | |
| 17 June 2013 | 3,000 | 17 April 2016 | 3,000 | (3,000) | – | ||
| 1 February 2016 | 32,975 | 1 February 2017 | – | 32,975 | (2,495) | 30,480 | |
| 8 February 2016 | 30,864 | 8 February 2017 | – | 30,864 | (810) | 30,054 | |
| 25 February 2016 | 19,050 | 25 February 2017 | – | 19,050 | (350) | 18,700 | |
| 31 March 2016 | 33,210 | 31 March 2018 | – | 33,210 | (440) | 32,770 | |
| 7 April 2016 | 8,506 | 7 April 2017 | – | 8,506 | (10) | 8,496 | |
| 15 April 2016 | 5,225 | 15 April 2017 | – | 5,225 | (185) | 5,040 | |
| 11 July 2016 | 5,250 | 11 July 2017 | – | 5,250 | – | 5,250 | |
| 25 July 2016 | 4,775 | 25 July 2017 | – | 4,775 | (355) | 4,420 | |
| 19 October 2016 | 5,500 | 30 March 2018 | – | 5,500 | – | 5,500 | |
| 10 November 2016 | 7,927 | 30 March 2018 | – | 7,927 | (250) | 7,677 | |
| 10 November 2016 | 12,450(**) | 11 April 2019 | – | 12,450 | – | 12,450 | |
| 14 December 2016 | 33,365(**) | 10 April 2019 | – | 33,365 | – | 33,365 | |
| 15 December 2016 | 26,490 | 1 February 2018 | – | 26,490 | – | 26,490 | |
| 16 December 2016 | 33,216 | 1 February 2018 | – | 33,216 | – | 33,216 | |
| Total | 344,703 | 65,800 | 258,803 | (64,698) | (5,997) | 253,908 | |
| (*): Rights cancelled for reasons of departure, lack of certainty that performance criteria have been met or changes in plan terms |
(**): Plans subject to performance criteria for 60% and 50% of the rights awarded, respectively.
| 31/12/2016 | |
|---|---|
| Expected dividend rate | 6.50% |
| Expected volatility* | 21.26% for Altarea share price and 16.83% for IEIF Immobilier France index |
| Risk-free interest rate | 0.00% |
| Model used | Cox Ross Rubinstein binomial model/Monte-Carlo method* |
* Only for grants subject to performance criteria.
The acquisition cost of treasury shares was €29.9 million at 31 December 2016 for 188,555 shares (including 187,712 shares intended for allotment to employees under free share grant or stock option plans and 843 shares allocated to a liquidity contract), compared with €22.6 million at 31 December 2015 for 169,263 shares (including 167,762 shares intended for allotment to employees under free share grant or stock option plans and 1,501 shares allocated to a liquidity contract). Treasury shares are eliminated and offset directly in equity.
In respect of financial year 2016, payment of a cash dividend of €11.50 per share, representing a total of €170.5 million (based on the number of shares outstanding at the closing date less treasury shares), will be put to a vote at the forthcoming General Meeting on 11 May 2017, called to approve the financial statements for the year ended 31 December 2016. It will be accompanied by a proportional payment to the sole General Partner, Altafi 2, of €2.6 million, representing 1.5% of the amount paid to limited partners.
At the same meeting, the shareholders will be offered the option to receive payment of the ordinary dividend in cash or in shares to be created by the Company. The issue price of new shares delivered in payment of the dividend will be set at no less than 90% of the average of the opening prices quoted on the 20 trading sessions preceding the date of the General Meeting, less the amount of the dividend per share of €11.50, which will be decided by the General Meeting.
In respect of financial year 2015, the General Meeting of the Shareholders of 15 April 2016 voted, on a proposal by the Supervisory Board, for the payment of a dividend of
In addition, a net loss on disposal and/or free share grants of treasury shares to Company employees was recognised directly in equity in the amount of €7.5 million before tax at 31 December 2016 (€4.9 million after tax) compared with €2.7 million at 31 December 2015 (€1.7 million before tax).
The negative impact on cash flow from purchases and disposals over the period came to €14.8 million at 31 December 2016 compared to €5.7 million at 31 December 2015.
€11 per share, representing a total of €138.4 million based on the securities entitled to a dividend on the date of its effective payment. It will be accompanied by a proportional payment to the sole General Partner, Altafi 2, of €2.1 million, representing 1.5% of the amount paid to limited partners.
At the General Meeting, shareholders were offered the option to receive the payment in cash or in shares to be created by the Company. The issue price of new shares was set at €154,51, which corresponds to 90% of the average of the opening prices quoted on the 20 trading sessions preceding the date of the General Meeting, less the amount of the dividend per share of €11.
The option period began on 19 April 2016 and ended on 26 April 2016. The option to have a dividend paid in shares was subscribed at a rate of 91,69% of the total of outstanding shares and led to the creation of 821,762 new shares on 6 May 2016.
Payment of the cash dividend also took place on 6 May 2016, for €11.5 million. Payment of the dividend to the partner took place on the same date, for €2.1 million.
| "Non cash" change | |||||||
|---|---|---|---|---|---|---|---|
| 31/12/2015 | Cash flow | Spreading of issue costs |
Change in scope of consolidation |
Present value adjustment |
Other impacts |
31/12/2016 | |
| Bonds (excluding accrued interest) | 477.8 | 15.7 | 0.5 | 34.0 | – | – | 528.0 |
| Treasury bills | 60.5 | 298.1 | – | – | – | – | 358.6 |
| Bank borrowings, excluding accrued interest and overdrafts | 2,153.1 | (216.1) | 5.8 | 58.9 | – | – | 2,001.7 |
| Net bond and bank debt, excluding accrued interest and overdrafts | 2,691.4 | 97.7 | 6.3 | 92.9 | – | – | 2,888.3 |
| Accrued interest on bond and bank borrowings | 11.4 | 0.6 | – | 1.2 | – | – | 13.1 |
| Bond and bank debt, excluding overdrafts | 2,702.7 | 98.3 | 6.3 | 94.1 | – | – | 2,901.4 |
| Cash and cash equivalents | (266.0) | (177.4) | – | (35.0) | – | 0.0 | (478.4) |
| Bank overdrafts | 4.9 | (2.4) | – | 0.1 | – | – | 2.5 |
| Net cash | (261.1) | (179.8) | – | (35.0) | – | 0.0 | (475.9) |
| Net bond and bank debt | 2,441.6 | (81.6) | 6.3 | 59.1 | – | 0.0 | 2,425.5 |
| Equity loans and shareholders' advances(*) | 103.6 | 73.4 | – | (7.3) | – | 0.2 | 169.9 |
| Accrued interest on shareholders' advances | 5.8 | 1.1 | – | – | – | (0.2) | 6.7 |
| Net financial debt | 2,551.0 | (7.0) | 6.3 | 51.8 | – | 0.0 | 2,602.1 |
(*) o/w appropriation of income to current accounts for €9.1 million.
At 31 December 2016, bank borrowings excluding accrued interest and bank overdrafts include a finance lease debt in the amount of €40.1 million, compared to €36.0 million at 31 December 2015. This debt is financing, among other things, investment properties valued at €88.9 million at the end of December 2016.
All financing was not fully drawn at 31 December 2016.
The change in scope of consolidation mainly corresponds to the consolidation of Pitch Promotion financing, which the Group took control of on 26 February 2016. Part of this debt was repaid during the year.
Borrowing costs are analysed in the note on earnings.
Marketable securities classified as cash equivalents are recognised at fair value at each reporting date (see § 2.3.11. of Accounting principles and methods).
The amounts shown in relation to the change in scope of consolidation mainly concern the controlling interest acquired in property developer Pitch Promotion.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| < 3 months | 299.3 | 28.7 |
| 3 to 6 months | 218.0 | 226.1 |
| 6 to 9 months | 30.0 | 94.3 |
| 9 to 12 months | 158.6 | 55.9 |
| Less than 1 year | 705.8 | 405.1 |
| 2 years | 175.3 | 435.5 |
| 3 years | 243.2 | 143.0 |
| 4 years | 265.3 | 499.6 |
| 5 years | 615.9 | 48.7 |
| 1 to 5 years | 1,299.6 | 1,126.8 |
| More than 5 years | 926.4 | 1,202.3 |
| Issuance cost to be amortised | (27.9) | (26.6) |
| Total gross bond and bank debt | 2,903.9 | 2,707.6 |
The increase in the portion under one year of the bond and bank debt is attributable to the treasury bills schedule and the maturing of Corporate bond and bank loans.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Mortgages | 1,145.1 | 1,312.4 |
| Mortgage commitments | 249.6 | 144.2 |
| Moneylender lien | 27.0 | 19.9 |
| Pledging of receivables | 6.5 | – |
| Pledging of securities | 355.0 | 391.0 |
| Altarea SCA security deposit | 159.0 | 200.0 |
| Not Guaranteed | 989.5 | 666.7 |
| Total | 2,931.8 | 2,734.2 |
| Issuance cost to be amortised | (27.9) | (26.6) |
| Total gross bond and bank debt | 2,903.9 | 2,707.6 |
Mortgages are given as guarantees for financing or refinancing of shopping centres. Mortgage commitments and the lender's lien mainly concern Property Development activities. Pledges of securities and sureties are guarantees given for specific financing.
| Gross bond and bank debt | |||
|---|---|---|---|
| In € millions | Variable rate | Total | |
| At 31 December 2016 | 2,016.8 | 887.1 | 2,903.9 |
| At 31 December 2015 | 1,948.3 | 759.4 | 2,707.6 |
The market value of fixed rate debt stood at €912.2 million at 31 December 2016 compared to €787.0 million at 31 December 2015.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| < 3 months | 14.8 | 10.5 |
| 3 to 6 months | 9.6 | 10.3 |
| 6 to 9 months | 10.6 | 10.0 |
| 9 to 12 months | 10.5 | 9.4 |
| Less than 1 year | 45.5 | 40.1 |
| 2 years | 58.1 | 38.2 |
| 3 years | 55.4 | 49.5 |
| 4 years | 46.6 | 41.5 |
| 5 years | 34.5 | 29.1 |
| 1 to 5 years | 194.7 | 158.3 |
These future interest expenses concern borrowings and financial instruments.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Provision for benefits payable at retirement |
9.5 | 8.7 |
| Other provisions | 10.5 | 8.8 |
| Total provisions | 20.0 | 17.4 |
Provision for benefits payable at retirement was measured, as in previous financial years, by an external actuary. Valuation and accounting principles are detailed in the accounting principles and methods of the Company, § 2.3.15. "Employee benefits". The main assumptions used when evaluating this commitment are turnover, the discount rate and the rate of salary increase: a change of +/- 0.50% in the last two criteria would not have any significant impacts.
| Investment properties | |||
|---|---|---|---|
| In € millions | measured at fair value |
measured at cost | Total investment properties |
| At 1 January 2015 | 2,974.4 | 189.2 | 3,163.6 |
| Subsequent investments and expenditures capitalised | 131.9 | 124.4 | 256.3 |
| Change in spread of incentives to buyers | (8.9) | – | (8.9) |
| Disposals/repayment of down payments made | (2.1) | (0.1) | (2.2) |
| Net impairment/project discontinuation | – | 5.2 | 5.2 |
| Transfers to assets held for sale or to or from other categories | – | (7.1) | (7.1) |
| Change in fair value | 113.5 | – | 113.5 |
| Change in scope of consolidation | 244.8 | (5.6) | 239.2 |
| At 31 December 2015 | 3,453.6 | 306.0 | 3,759.6 |
| Subsequent investments and expenditures capitalised | 151.5 | 123.9 | 275.4 |
| Change in spread of incentives to buyers | 7.5 | – | 7.5 |
| Disposals/repayment of down payments made | (2.8) | – | (2.8) |
| Net impairment/project discontinuation | – | – | – |
| Transfers to assets held for sale or to or from other categories | 9.9 | 29.2 | 39.1 |
| Change in fair value | 177.2 | – | 177.2 |
| Change in scope of consolidation | – | – | – |
| At 31 December 2016 | 3,797.0 | 459.0 | 4,256.0 |
During 2016, interest expenses amounting to €2.9 million were capitalised in respect of projects under development and construction (whether recognised at value or at cost).
The primary movements for 2016 concern:
Assets in development or under construction carried at cost mainly concern projects for the extension of the Cap 3000 centre in Saint Laurent du Var and the redevelopment of the shopping centres in the Paris region.
In accordance with IFRS 13 – "Fair Value Measurement" and the EPRA's recommendation on IFRS 13, "EPRA Position Paper on IFRS 13 – Fair Value Measurement and Illustrative Disclosures, February 2013", Altarea Cogedim chose to present additional parameters used to determine the fair value of its property portfolio.
The Altarea Cogedim Group found that classifying its assets in level 3 was most appropriate. This treatment reflects the primarily unobservable nature of the data used in the assessments, such as rents from rental statements, capitalisation rates and average annual growth rate of rents. The tables below thus present a number of quantitative parameters used to determine the fair value of Altarea Cogedim's property portfolio. These parameters apply only to shopping centres controlled exclusively by Altarea Cogedim Group (and therefore do not include assets consolidated under the equity method) and which are measured at fair value by the expert appraisers.
| Initial capitalisation rate |
Rent in € per m² | Discount rate | Capitalisation rate at exit |
Average annual growth rate of net rental income |
||
|---|---|---|---|---|---|---|
| a | b | c | d | e | ||
| France | Maximum | 8.4% | 782 | 8.2% | 7.3% | 6.0% |
| Minimum | 3.9% | 94 | 5.4% | 3.8% | 1.5% | |
| Weighted average | 4.7% | 377 | 5.9% | 4.4% | 2.8% | |
| International | Maximum | 6.7% | 404 | 7.3% | 6.7% | 2.2% |
| Minimum | 5.6% | 187 | 7.0% | 5.5% | 1.6% | |
| Weighted average | 6.3% | 309 | 7.1% | 6.0% | 1.9% |
a - The initial capitalisation rate is the net rental yield relative to the appraisal value excluding transfer duties
Based on a Group weighted average capitalisation rate, a 0.25% increase in capitalisation rates would lead to a reduction of €159.0 million in the value of investment properties (-4.32%), while a 0.25% decrease in capitalisation rates would increase the value of investment properties by €178.2 million (4.84%).
The principal uncertainties surrounding the development and construction of these assets are linked to the award of administrative authorisations and to delays in the start-up or marketing of projects when economic conditions become less favourable.
Investment assets under development and construction are monitored by the Company depending on whether the project is at the study stage, "secured" (a project is completely secured when the property is under contract), has obtained administrative authorisation (CNEC and CDAC commercial authorisations, building permits) or is in leasing and under construction. The projected value is determined on the basis of internal five-year business plans that are reviewed by management at regular intervals. The methods used are rental income capitalisation or discounted cash flow.
Net impairment losses on investment properties at cost correspond to the impairment of shopping centre or office projects that were discontinued, abandoned or delayed because of local market conditions that were more difficult than expected.
| In € millions | Receivables on fixed assets |
Amounts due on non current assets |
Investment WCR |
|---|---|---|---|
| At 31 December 2015 | 4.4 | (84.9) | (80.6) |
| Change | (0.4) | (54.4) | (54.8) |
| Present value adjustment | 0.0 | (0.2) | (0.2) |
| Transfers | – | – | – |
| Change in scope of consolidation | – | – | – |
| At 31 December 2016 | 3.9 | (139.6) | (135.6) |
| Change in WCR at 31 December 2016 | (0.4) | (54.4) | (54.8) |
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Type of non-current assets acquired: | ||
| Intangible assets | (3.6) | (3.0) |
| Property, plant and equipment | (3.6) | (1.6) |
| Investment properties | (238.9) | (233.1) |
| Total | (246.1) | (237.7) |
| In € millions | Gross | Amortisation and/or impairment |
31/12/2016 | 31/12/2015 |
|---|---|---|---|---|
| Goodwill | 394.9 | (239.6) | 155.3 | 128.7 |
| Brands | 89.9 | – | 89.9 | 66.6 |
| Customer relationships | 191.7 | (186.2) | 5.5 | – |
| Software | 25.3 | (18.5) | 6.8 | 6.2 |
| Leasehold Right | 2.5 | (2.2) | 0.4 | 0.5 |
| Other | 0.7 | (0.7) | 0.0 | 0.0 |
| Other intangible assets | 28.5 | (21.3) | 7.2 | 6.7 |
| Total | 705.0 | (447.1) | 257.9 | 202.1 |
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Net values at beginning of the period | 202.1 | 244.7 |
| Acquisition of intangible assets | 3.6 | 3.0 |
| Disposals and write-offs | (0.1) | (1.4) |
| Change in scope of consolidation and other* | 59.8 | (41.4) |
| Net allowances for depreciation | (7.5) | (2.9) |
| Net values at the end of the period | 257.9 | 202.1 |
* Impact of the application of IFRS 5 "Non-current assets held for sale and discontinued operations" for the disposal of Rue du Commerce in 2015
The brands relate to the Cogedim brand, and the Pitch Promotion brand acquired with the controlling interest taken in the property developer on 26 February 2016. These brands are an indefinite life intangible asset, and therefore not subject to amortisation.
Goodwill relates to the goodwill history of Cogedim and that concerning the acquisition of Pitch Promotion.
The net amount of customer relationships relates to the social relations pertaining to the acquisition of property developer Pitch Promotion and can be amortised on a straight-line basis as of the vesting date, i.e. 26 February
The monitoring of business indicators for the Residential and Office Property segments did not reveal any evidence of impairment for these activities.
As per the accounting principles and methods applied by the Group (§ 2.3.3 and 2.3.8), goodwill was tested for impairment as of 31 December 2016. On the basis of these assumptions, the fair value determined of the economic assets in the Residential and Office Property segments as calculated do not require recognition of impairment.
Goodwill of €15 million was allocated to the brick-andmortar retail segment to reflect synergies from the Cogedim acquisition. For the segment's going-concern net asset value, this goodwill was tested separately for impairment.
Goodwill recognised in the acquisition of Cogedim and Pitch Promotion thus remains unchanged at €154.6 million at 31 December 2016.
Cogedim and Pitch Promotion brands were assessed individually and as part of the Residential and Office Property CGUs. No impairment was to be recognised at 31 December 2016.
Summary of components of operational working capital requirement
| Flows | ||||
|---|---|---|---|---|
| In € millions | 31/12/2016 | 31/12/2015 | Created by the business |
Changes in scope of consolidation and other |
| Net inventories and work in progress | 978.1 | 711.5 | 137.5 | 129.2 |
| Net trade receivables | 192.1 | 149.3 | 28.9 | 13.9 |
| Other operating receivables - net | 328.0 | 321.3 | (44.5) | 51.2 |
| Trade and other operating receivables - net | 520.1 | 470.6 | (15.6) | 65.1 |
| Trade payables | (416.8) | (302.7) | (63.1) | (51.0) |
| Other operating payables | (553.5) | (450.0) | 10.7 | (114.2) |
| Trade payables and other operating payables | (970.3) | (752.7) | (52.4) | (165.2) |
| Operational working capital requirement | 527.9 | 429.3 | 69.5 | 29.0 |
The Group's operational working capital requirement (presentation excluding payables and receivables on the sale or acquisition of fixed assets) is essentially linked to the property development operating segment. Changes in scope of consolidation are due primarily to the acquisition of control of Pitch Promotion Group.
| In € millions | Gross inventories | Impairment | Net inventories |
|---|---|---|---|
| At 1 January 2015 | 623.9 | (6.0) | 617.9 |
| Change | 127.4 | – | 127.4 |
| Increases | – | (0.6) | (0.6) |
| Reversals | 0.1 | 0.1 | 0.1 |
| Transfers to or from other categories | 7.1 | – | 7.1 |
| Reclassification of the operation held for sale* | (41.2) | 0.8 | (40.4) |
| At 31 December 2015 | 717.2 | (5.8) | 711.5 |
| Change | 137.0 | 0.1 | 137.1 |
| Increases | – | (0.5) | (0.5) |
| Reversals | – | 0.9 | 0.9 |
| Transfers to or from other categories | (38.6) | (0.1) | (38.8) |
| Change in scope of consolidation | 166.4 | 1.5 | 168.0 |
| At 31 December 2016 | 982.0 | (3.8) | 978.1 |
*Impact of the application of IFRS 5 "Non-current assets held for sale and discontinued operations" for the disposal of Rue du Commerce.
Change in inventories are primarily due to changes in the Group's business, changes in scope of consolidation (including controlling interest acquired in property developer Pitch Promotion) and reclassifications in investment properties.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Gross trade receivables | 211.9 | 168.2 |
| Opening impairment | (18.9) | (23.7) |
| Increases | (6.1) | (7.2) |
| Changes in scope of consolidation | (0.0) | 2.3 |
| Reversals | 5.1 | 4.6 |
| Reclassification of the operation held for sale | 0.0 | 5.2 |
| Closing impairment | (19.8) | (18.9) |
| Net trade receivables | 192.1 | 149.3 |
| Advances and down payments paid | 36.0 | 32.7 |
| VAT receivables | 194.1 | 232.4 |
| Sundry debtors | 54.0 | 25.1 |
| Prepaid expenses | 29.0 | 18.3 |
| Principal accounts in debit | 24.8 | 21.1 |
| Total other operating receivables - gross | 338.0 | 329.6 |
| Opening impairment | (8.3) | (6.5) |
| Increases | (1.7) | (2.3) |
| Reversals | 0.1 | 0.6 |
| Other changes | (0.0) | 0.0 |
| Closing impairment | (9.9) | (8.3) |
| Net operating receivables | 328.0 | 321.3 |
| Trade receivables and other operating receivables | 520.1 | 470.6 |
| Receivables on sale of assets | 3.9 | 4.4 |
| Trade receivables and other operating receivables | 524.0 | 475.0 |
Depreciation allowances for net trade receivables mainly concern impairment of certain customers regarding recovery of rents.
Receivables on off-plan sales (VEFA) are recorded inclusive of all taxes and represent revenues on a percentage-of-completion basis less receipts received from customers.
Breakdown of trade receivables due:
| In € millions | 31/12/2016 | |||||
|---|---|---|---|---|---|---|
| Total gross trade receivables | 211.9 | |||||
| Impairment of trade receivables | (19.8) | |||||
| Total net trade receivables | 192.1 | |||||
| Trade accounts to be invoiced | (22.4) | |||||
| Receivables lagging completion | 60.7 | |||||
| Trade accounts receivable due | 230.4 | |||||
| In € millions | Total | On time | 30 days | 60 days | 90 days | More than 90 days |
Trade accounts receivable due 230.4 176.1 2.7 18.0 3.2 30.4
Advances and down payments correspond primarily to compensation for loss of use paid by Cogedim to the sellers of land when preliminary sales agreements are signed (for those not covered by guarantees) as part of its property development business. They are offset against the price to be paid on completion of the purchase.
Land advances are provisioned in the amount of €3.4 million.
As part of its property management business and real estate transactions, the Group presents the cash balance it manages for third parties on its balance sheet.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Trade payables and related accounts | 416.8 | 302.7 |
| Trade payables and related accounts | 416.8 | 302.7 |
| Advances and down payments received from clients | 333.6 | 233.6 |
| VAT collected | 75.0 | 110.7 |
| Other tax and social security payables | 49.9 | 39.8 |
| Prepaid income | 2.9 | 2.9 |
| Other payables | 67.3 | 41.9 |
| Principal accounts in credit | 24.8 | 21.1 |
| Other operating payables | 553.5 | 450.0 |
| Amounts due on non-current assets | 139.6 | 84.9 |
| Accounts payable and other operating liabilities | 1,109.9 | 837.7 |
This item includes net advances from clients in property programmes where trade receivables (incl. tax) calculated based on the percentage of completion are greater than calls for funds received.
Payables on acquisition of assets correspond mainly to debts to suppliers for shopping centres just completed or under development.
The Group is exposed to the following risks as part of its operational and financing activities: interest rate risk, liquidity risk, counterparty risk, and currency risk.
| Financial assets and Financial assets and liabilities carried at fair value liabilities carried at amortised |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| In € millions | Total carrying amount |
Non-financial assets |
Loans Receivables |
cost Liabilities at amortised cost |
Assets available for sale |
Assets and liabilities at fair value through profit and loss |
Level 1* | Level 2** | Level 3*** |
| NON-CURRENT ASSETS | 421.1 | 218.0 | 202.3 | – | 0.8 | – | – | – | 0.8 |
| Securities and investments in equity affiliates and unconsolidated interests |
412.0 | 218.0 | 193.2 | – | 0.8 | – | – | – | 0.8 |
| Loans and receivables (non-current) | 9.1 | – | 9.1 | – | – | – | – | – | – |
| CURRENT ASSETS | 1,059.1 | – | 1,037.2 | – | – | 21.8 | 11.7 | 10.2 | – |
| Trade and other receivables | 524.0 | – | 524.0 | – | – | – | – | – | – |
| Loans and receivables (current) | 46.4 | – | 46.4 | – | – | – | – | – | – |
| Derivative financial instruments | 10.2 | – | – | – | – | 10.2 | – | 10.2 | – |
| Cash and cash equivalents | 478.4 | – | 466.8 | – | – | 11.7 | 11.7 | – | – |
| NON-CURRENT LIABILITIES | 2,312.3 | – | – | 2,312.3 | – | – | – | – | – |
| Borrowings and financial liabilities | 2,280.7 | – | – | 2,280.7 | – | – | – | – | – |
| Deposits and security interests received | 31.7 | – | – | 31.7 | – | – | – | – | – |
| CURRENT LIABILITIES | 1,985.1 | – | – | 1,909.8 | – | 75.3 | – | 75.3 | – |
| Borrowings and financial liabilities | 799.9 | – | – | 799.9 | – | – | – | – | – |
| Derivative financial instruments | 75.3 | – | – | – | – | 75.3 | – | 75.3 | – |
| Accounts payable and other operating liabilities |
1,109.9 | – | – | 1,109.9 | – | – | – | – | – |
| Amount due to shareholders | 0.0 | – | – | 0.0 | – | – | – | – | – |
* Financial instruments quoted on an active market
** Financial instruments whose fair value is determined using valuation techniques based on observable market inputs
*** Financial instruments whose fair value (in whole or in part) is based on non-observable inputs
Non-consolidated securities classified as assets available for sale are measured at their fair value, previously determined on the basis of their net worth, without determining valuation assumptions.
Cash and cash equivalents breakdown between cash presented under receivables and marketable securities presented as financial assets within Level 1 of the fair value hierarchy.
| Financial assets and Financial assets and liabilities carried at fair value liabilities carried at amortised |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| In € millions | Total carrying amount |
Non-financial assets |
Loans Receivables |
cost Liabilities at amortised cost |
Assets available for sale |
Assets and liabilities at fair value through profit and loss |
Level 1* | Level 2** | Level 3*** |
| NON-CURRENT ASSETS | 403.9 | 196.9 | 206.6 | – | 0.4 | – | – | – | 0.4 |
| Securities and investments in equity affiliates and unconsolidated interests |
361.0 | 196.9 | 163.7 | – | 0.4 | – | – | – | 0.4 |
| Loans and receivables (non-current) | 42.9 | – | 42.9 | – | – | – | – | – | – |
| CURRENT ASSETS | 790.2 | – | 659.1 | – | – | 131.1 | 111.0 | 20.0 | – |
| Trade and other receivables | 475.0 | – | 475.0 | – | – | – | – | – | – |
| Loans and receivables (current) | 29.2 | – | 29.2 | – | – | – | – | – | – |
| Derivative financial instruments | 20.0 | – | – | – | – | 20.0 | – | 20.0 | – |
| Cash and cash equivalents | 266.0 | – | 155.0 | – | – | 111.0 | 111.0 | – | – |
| NON-CURRENT LIABILITIES | 2,396.3 | – | – | 2,396.3 | – | – | – | – | – |
| Borrowings and financial liabilities | 2,366.4 | – | – | 2,366.4 | – | – | – | – | – |
| Deposits and security interests received | 29.8 | – | – | 29.8 | – | – | – | – | – |
| CURRENT LIABILITIES | 1,325.6 | – | – | 1,288.8 | – | 36.7 | – | 36.7 | – |
| Borrowings and financial liabilities | 450.6 | – | – | 450.6 | – | – | – | – | – |
| Derivative financial instruments | 37.3 | – | – | 0.6 | – | 36.7 | – | 36.7 | – |
| Accounts payable and other operating liabilities | 837.7 | – | – | 837.7 | – | – | – | – | – |
| Amount due to shareholders | 0.0 | – | – | 0.0 | – | – | – | – | – |
Altarea holds a portfolio of swaps, caps and collars designed to protect against interest rate risk on its floating rate debts.
Altarea did not elect to account for these swaps as cash flow hedges under IAS 39.
Derivatives are carried at fair value.
In compliance with IFRS 13, these instruments are measured by taking into account the Credit Valuation Adjustment (CVA) when positive, and the Debit Valuation Adjustment (DVA) when negative. This adjustment measures, by application on each cash flow date of the valuation of a probability of default, the counterparty risk defined as an obligation to replace a hedging operation at the market rate in force following the default by one of the counterparties. CVA, calculated for a given counterparty, takes into account the probability of default for this counterparty. DVA, based on the Company's credit risk, corresponds to the counterparty's exposure to loss in the event of the Company's default.
The resulting impact is a positive change in the fair value of derivative financial instruments of €3.5 million on net income for the period.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Interest-rate swaps | (69.0) | (18.6) |
| Interest-rate collars | – | (2.1) |
| Interest-rate caps | 0.3 | 0.5 |
| Accrued interest not yet due | 3.6 | 3.4 |
| Premiums and balancing cash payments payable | – | (0.6) |
| Total | (65.1) | (17.3) |
Derivatives were valued by discounting future cash flows estimated according to interest rate curves at 31 December 2016.
| Dec. 2016 | Dec. 2017 | Dec. 2018 | Dec. 2019 | Dec. 2020 | Dec. 2021 | |
|---|---|---|---|---|---|---|
| ALTAREA – pay fixed – swap | 690.9 | 1,467.4 | 2,147.2 | 2,020.7 | 2,216.5 | 1,990.2 |
| ALTAREA – pay floating rate – swap | 330.0 | 230.0 | 230.0 | 230.0 | 230.0 | – |
| ALTAREA – pay fixed – collar | – | – | – | – | – | – |
| ALTAREA – pay fixed – cap | 958.0 | 940.5 | 181.5 | 75.0 | 75.0 | – |
| Total | 1,978.9 | 2,637.9 | 2,558.7 | 2,325.7 | 2,521.5 | 1,990.2 |
| Average hedge ratio | 0.10% | 0.70% | 1.16% | 1.00% | 1.02% | 1.04% |
| Dec. 2015 | Dec. 2016 | Dec. 2017 | Dec. 2018 | Dec. 2019 | Dec. 2020 | |
|---|---|---|---|---|---|---|
| ALTAREA – pay fixed – swap | 1,312.5 | 1,349.7 | 1,465.7 | 1,720.6 | 1,487.8 | 1,486.5 |
| ALTAREA – pay fixed – collar | 50.0 | – | – | – | – | – |
| ALTAREA – pay fixed – cap | 187.0 | 148.9 | 75.0 | 75.0 | 75.0 | 75.0 |
| Total | 1,549.5 | 1,498.6 | 1,540.7 | 1,795.6 | 1,562.8 | 1,561.5 |
| Average hedge ratio | 0.62% | 0.54% | 1.01% | 1.44% | 1.16% | 1.16% |
| Dec. 2016 | Dec. 2017 | Dec. 2018 | Dec. 2019 | Dec. 2020 | Dec. 2021 | |
|---|---|---|---|---|---|---|
| Fixed-rate bond and bank loans | (891.2) | (679.1) | (676.4) | (523.6) | (520.9) | (288.2) |
| Floating-rate bank loans | (2,012.7) | (1,519.0) | (1,346.5) | (1,256.0) | (993.5) | (611.9) |
| Cash and cash equivalents (assets) | 478.4 | – | – | – | – | – |
| Net position before hedging | (2,425.5) | (2,198.1) | (2,022.8) | (1,779.7) | (1,514.4) | (900.1) |
| Swap | 1,020.9 | 1,697.4 | 2,377.2 | 2,250.7 | 2,446.5 | 1,990.2 |
| Collar | – | – | – | – | – | – |
| Cap | 958.0 | 940.5 | 181.5 | 75.0 | 75.0 | – |
| Total derivative financial instruments | 1,978.9 | 2,637.9 | 2,558.7 | 2,325.7 | 2,521.5 | 1,990.2 |
| Net position after hedging | (446.6) | 439.9 | 535.8 | 546.1 | 1,007.1 | 1,090.1 |
| Dec. 2015 | Dec. 2016 | Dec. 2017 | Dec. 2018 | Dec. 2019 | Dec. 2020 | |
|---|---|---|---|---|---|---|
| Fixed-rate bond and bank loans | (762.7) | (751.9) | (550.0) | (548.1) | (396.2) | (394.2) |
| Floating-rate bank loans | (1,944.9) | (1,550.6) | (1,317.0) | (1,176.0) | (828.3) | (783.3) |
| Cash and cash equivalents (assets) | 266.0 | – | – | – | – | – |
| Net position before hedging | (2,441.6) | (2,302.5) | (1,867.0) | (1,724.0) | (1,224.4) | (1,177.5) |
| Swap | 1,312.5 | 1,349.7 | 1,465.7 | 1,720.6 | 1,487.8 | 1,486.5 |
| Collar | 50.0 | – | – | – | – | – |
| Cap | 187.0 | 148.9 | 75.0 | 75.0 | 75.0 | 75.0 |
| Total derivative financial instruments | 1,549.5 | 1,498.6 | 1,540.7 | 1,795.6 | 1,562.8 | 1,561.5 |
| Net position after hedging | (892.1) | (803.9) | (326.3) | 71.6 | 338.3 | 384.0 |
The following table shows the interest-rate sensitivity (including the effect of hedging instruments) of the entire portfolio of floating-rate borrowings from credit institutions and derivative instruments.
| Increase/decrease in | Impact of the gain or loss on pre | Impact on the value of the portfolio of | |
|---|---|---|---|
| interest rates | tax profit | financial instruments | |
| 31/12/2016 | +50 bps | -€4.0 million | +€72.3 million |
| -50 bps | +€0.1 million | -€74.9 million | |
| 31/12/2015 | +50 bps | -€2.6 million | +€58.9 million |
| -50 bps | +€2.6 million | -€61.6 million |
The Group had a positive cash position of €478.4 million at 31 December 2016, compared to €266 million at 31 December 2015. This represents its main tool for management of liquidity risk.
Part of this cash is classified as restricted for the Group, but is available for those subsidiaries that carry it: at 31 December 2016, the amount of this restricted cash was €147.2 million.
On this date, in addition to the available cash of €331.3 million, the Group also had €542.4 million of additional available cash and cash equivalents (in confirmed corporate credit lines that had not been used and were not assigned to projects) and €149.4 million of available cash and cash equivalents for projects.
The covenants (financial ratios) with which the Group must comply concern the listed Corporate bond and banking credits, for €1,052.3 million, including the €235 million banking credit subscribed by Cogedim SAS.
The covenants with which Foncière Altarea's consolidated companies must comply (holding company for the brickand-mortar retail business with the exception of the shopping centres directly held by Altarea SCA or via its Altablue subsidiary for Cap 3000) concern the Corporate banking credits subscribed by Altarea SCA (€163.3 million) and the private bond credit subscribed by Foncière Altarea (€150 million).
The bank credit subscribed by Cogedim SAS is also subject to leverage covenants.
| Altarea Group covenants |
31/12/16 | Consolidated Altarea land covenants |
31/12/16 | Consolidated Cogedim covenants |
31/12/16 | |
|---|---|---|---|---|---|---|
| Loan To Value (LTV) | ||||||
| Net bond and bank financial debt/re-assessed value of the Company's assets |
< 60% | 37.2% | < 50% | 26.9% | ||
| Interest Cover Ratio (ICR) | ||||||
| Operating income (FFO column or cash flow from operations)/Company's net borrowing cost (FFO column) |
> 2 | 7.4 | > 1.8 | 9.5 | ||
| Leverage | ||||||
| Leverage: Net financial Debt/EBITDA | <= 5 | 3.5 | ||||
| Gearing: Net financial debt/Equity | <= 3 | 0.7 | ||||
| ICR: EBITDA/Net interest expenses | >= 2 | 6.8 |
The covenants specific to mortgage loans to finance shopping centres in operation:
At 31 December 2016, the Company met all its covenants. In the highly likely event that certain mortgage debt may be required to be partially repaid at a subsequent date, the
amount of these repayments is recognised under current liabilities until the maturity date.
The use of derivatives to limit interest-rate risk exposes the Group to a possible default by a counterparty. The Group
mitigates this risk by selecting only major financial institutions as counterparties in hedging transactions.
Because the Company operates exclusively in the euro zone, it has not entered into any currency hedges.
Ownership of Altarea's shares and voting rights is as follows:
| 31/12/2016 | 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|---|
| In percentage | % share capital | % voting rights | % share capital | % voting rights |
| Founding shareholders and the expanded concert party* |
46.45 | 47.04 | 47.75 | 48.40 |
| Crédit Agricole Assurances | 26.57 | 26.91 | 27.32 | 27.70 |
| ABP | 8.19 | 8.30 | 8.27 | 8.38 |
| Opus Investment BV** | 1.32 | 1.33 | 1.33 | 1.34 |
| Treasury shares | 1.25 | – | 1.35 | – |
| Public + employee investment mutual fund | 16.22 | 16.42 | 13.98 | 14.18 |
| Total | 100.0 | 100.0 | 100.0 | 100.0 |
* Alain Taravella and Jacques Nicolet, the founding shareholders in their own name (or the name of relatives) or via legal entities that they control, and Gilles Boissonnet and Stéphane Theuriau acting in concert.
** and related party
The main related parties are the companies of the founding shareholders that own a stake in Altarea:
Company Management consists of Alain Taravella and Altafi 2, of which Alain Taravella is Chairman, and Atlas, of
Altarea and its subsidiaries remunerate the Management – Altafi 2, as Co-Manager, represented by Alain Taravella as of 2016 according to the fifth resolution of the General Meeting of 15 April 2016, and previously according to the sixth resolution of the General Meeting of 27 June 2013. In this respect, the following expense was recognised:
which Alain Taravella is Chairman and Gilles Boissonnet and Stéphane Theuriau are Chief Executive Officers.
Transactions with these related parties mainly relate to services rendered by Altafi 2 as Co-Manager of the Company and, to a lesser extent, services and rebillings by the Company to Altafi 2.
| Altafi 2 SAS | |||||
|---|---|---|---|---|---|
| In € millions | 31/12/2016 | 31/12/2015 | |||
| Fixed Management compensation | 2.6 | 2.5 | |||
| - o/w amount recognised in other Company overhead costs |
2.6 | 2.5 | |||
| Variable Management compensation(1) | 1.2 | 1.8 | |||
| TOTAL | 3.8 | 4.3 |
(1) The variable compensation of Management is calculated in proportion to net income (FFO) for the year 2015, and to the net income (FFO), Group share for 2016.
Assistance services and rebilling of rents and other items are recognised as a deduction from other Company overhead costs in the amount of €0.1 million. Services invoiced to related parties by the Altarea Group are invoiced on an arm's length basis.
| Altafi 2 SAS | ||||
|---|---|---|---|---|
| In € millions | 31/12/2016 | 31/12/2015 | ||
| Trade and other receivables | 0.0 | 0.1 | ||
| TOTAL ASSETS | 0.0 | 0.1 | ||
| Accounts payable and other operating liabilities (*) | 1.4 | 2.5 | ||
| TOTAL LIABILITIES | 1.4 | 2.5 |
(*) Mainly corresponds to part of variable Management compensation
Alain Taravella does not receive any compensation from Altarea SCA or its subsidiaries in his capacity as Manager. Alain Taravella receives compensation from holding companies that own a stake in Altarea.
Christian de Gournay, in his capacity as Chairman of Altarea SCA's Supervisory Board, as from 2 June 2014, received gross compensation directly from Altarea SCA, which is included in the compensation paid to the Group's main Managers stated below.
No share-based payments were made by Altarea SCA to its founding shareholder-managers. No other short-term or long-term benefits or other forms of compensation and benefits were granted to the founding shareholdermanagers by Altarea SCA.
| In € millions | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Gross salaries* | 5.2 | 5.7 |
| Social security contributions | 2.0 | 2.4 |
| Share-based payments** | 2.9 | 1.2 |
| Number of shares delivered during the period | 24,000 | 23,000 |
| Post-employment benefits*** | 0.0 | 0.0 |
| Other short- or long-term benefits and compensation**** |
0.0 | 0.0 |
| Termination indemnities* | – | 1.0 |
| 20% employer contribution for free share grants | 0.7 | – |
| Loans | – | - |
| Post-employment benefit commitment | 0.3 | 0.5 |
* Fixed and variable compensation; variable compensation corresponds to performance-related pay
** Charge calculated in accordance with IFRS 2
*** Pension service cost according to IAS 19, life insurance and medical care
**** Benefits in kind, directors' fees and other compensation vested but payable in the future
***** Post-employment benefits, including social security costs
| In number of rights in circulation | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Rights to Altarea SCA's free share grants | 50,028 | 24,000 |
| Altarea share subscription warrants | – | – |
| Stock options on Altarea shares | – | – |
"Executive officers" include members of the Company's Group Executive Committee and members of Altarea's Supervisory Board who receive compensation from Altarea or its subsidiaries.
The main commitments given by the Group are mortgages and mortgage commitments made to secure loans or lines of credit from credit institutions.
Pledges of securities, assignments of receivables (intra-Group loans, interest rate hedges, VAT, insurance policies, etc.) and undertakings not to sell or assign ownership units are also made by the Company to secure certain loans.
These commitments appear in Note 6.2 "Net financial debt and guarantees".
In addition, the Company has received commitments from banks for unused credit lines, which are described in Note 8.3, "Liquidity risk".
All other material commitments are set out below:
| In € millions | 31/12/2015 | 31/12/2016 | Less than 1 year |
1 to 5 years |
More than 5 years |
|---|---|---|---|---|---|
| Commitments received | |||||
| Commitments received relating to financing (excl. borrowings) | – | – | – | – | – |
| Commitments received relating to company acquisitions | 55.2 | 17.5 | 2.2 | 12.0 | 3.3 |
| Commitments received relating to operating activities | 126.6 | 144.2 | 77.1 | 51.0 | 16.1 |
| Security deposits received from FNAIM (Hoguet Act) | 55.0 | 55.0 | 55.0 | – | – |
| Security deposits received from tenants | 14.9 | 19.4 | 1.1 | 4.0 | 14.3 |
| Payment guarantees received from customers | 56.2 | 69.3 | 20.8 | 47.0 | 1.5 |
| Unilateral land sale undertakings received and other commitments | 0.4 | 0.4 | 0.1 | – | 0.3 |
| Other commitments received relating to operating activities | 0.2 | 0.2 | 0.2 | 0.0 | – |
| Total | 181.8 | 161.8 | 79.3 | 63.0 | 19.5 |
| Commitments given | |||||
| Commitments given relating to financing (excl. borrowings) | 11.0 | 11.0 | 5.0 | – | 6.0 |
| Commitments given relating to company acquisitions | 186.4 | 181.8 | 8.9 | 136.5 | 36.5 |
| Commitments given relating to operating activities | 793.6 | 1,004.8 | 339.8 | 629.8 | 35.2 |
| Construction work completion guarantees (given) | 500.3 | 725.2 | 186.9 | 534.5 | 3.9 |
| Guarantees given on forward payments for assets | 191.6 | 153.2 | 105.5 | 47.2 | 0.5 |
| Guarantees for loss of use | 41.9 | 69.0 | 32.1 | 36.7 | 0.2 |
| Other sureties and guarantees granted | 59.7 | 57.4 | 15.3 | 11.5 | 30.6 |
| Total | 991.0 | 1,197.6 | 353.6 | 766.3 | 77.7 |
The Group is covered by representations and warranties in connection with acquisitions of subsidiaries and equity interests, and in particular for the acquisition of Altareit. Relating to the latter, Altarea received a guarantee from the seller Bongrain that it shall be entitled to compensation for a period of ten years, through a reduction in the selling price of the 100% share block, for any damage or loss originating from the business activities effectively incurred by Altareit with a cause or origin predating 20 March 2008 (non-costed commitment).
Altarea and Majhip hold reciprocal put and call options for the balance of Histoire et Patrimoine shares still held by Majhip. These options are exercisable for 45-day periods starting from the date the financial statements are approved for the years ended 31 December 2017 and 2018. Altarea has also been given representations and warranties in connection with this acquisition.
The Group also received a commitment from Pitch Promotion's sellers that it shall be entitled for compensation in the amount of up to €12 million until 31 December 2018, for any damage or loss originating from the business activities incurred by the Group with a cause or origin predating 31 March 2015.
Under France's "Hoguet Act", Altarea holds a security deposit received from FNAIM in an amount of €55 million as a guarantee covering its property management and sales activity.
Altarea also receives security deposits from its tenants to guarantee that they will pay their rent.
The Group receives customer payment guarantees issued by financial institutions to guarantee sums payable by the customer. They mainly relate to retail and office property development operations.
Other guarantees received consist mainly of commitments received from property sellers.
In its Property Development business, the Group receives deposits on construction contracts from contractors to cover holdbacks (up to 5% of the amount of the contract – non-costed commitment).
Altarea provided guarantees of €11 million to cover overdraft facilities granted to its subsidiaries.
The Group makes representations and warranties or contingent consideration when disposing of shares in subsidiaries and affiliates. When the Group considers that it is probable that there will be a cash outlay under the terms of these guarantees, it sets aside allowances to provisions and their amount is re-assessed at each closing date.
The Group committed to pay contingent consideration to Pitch Promotion Group as part of the acquisition that took place on 26 February 2016.
The main commitments concern an undertaking to subscribe for the capital of companies comprising the Altafund investment fund in the amount of €100.6 million (including a firm commitment for €43.3 million and €57.2 million unused).
Representations and warranties after the partner Allianz acquired a stake in certain shopping centres were given at year-end 2013. These representations and warranties amount to €35 million as of 3 December 2015, and until their maturity. Following the disposal of the Italian assets (in 2015) and the disposal of Rue du Commerce, representations and warranties were given, respectively, for €35 million and €6 million.
The shares of Altablue, Aldeta, Alta Crp Gennevilliers, Alta Crp La Valette, Alta Gramont, Toulouse Gramont, Bercy Village and Société d'Aménagement de la Gare de l'Est as well as assets held by these companies, are for a limited period subject to conditions for sale contingent on the agreement of each of the partners of these companies.
Completion guarantees are given to customers as part of off-plan sales, and are provided on behalf of Group companies by financial institutions, mutual guarantee organisations or insurance companies. They are reported
in the amount of risk borne by the financial institution that issued the guarantee.
In return, Group companies give financial institutions a promise of mortgage security and an undertaking not to sell ownership units.
These guarantees mainly cover purchases of land or buildings for the Property Development business (including Altafund, the office property investment fund).
As part of its Property Development activities, the Group signs preliminary sales agreements with landowners, the execution of which is subject to conditions precedent, including conditions relating to obtaining administrative authorisations. In return for their undertakings, landowners receive compensation for loss of use, which takes the form of an advance (carried on the asset side of the balance sheet) or a surety (an off-balance sheet liability). The Group undertakes to pay the compensation for loss of use if it decides not to buy the land when the conditions precedent are met.
The other sureties and guarantees granted relate primarily to the Group's involvement in Altafund, the office property investment fund, the sureties granted in connection with its property development activity, as well as the REIT business in Italy for guarantees granted by companies to the Italian government regarding their VAT position.
Notably in the ordinary course of its Property Development activities, the Group enters into reciprocal commitments to ensure the REIT control of future transactions. The Group signs bilateral sales agreements with landowners: the owner undertakes to sell their land and the Group commits to buy it if the (administrative and/or marketing) conditions precedent are met.
In the conduct of its proprietary shopping centre development business, Altarea has made commitments to invest in projects initiated and controlled by the company.
Moreover, in the conduct of its Residential property development, the Group signs reservation contracts (or preliminary sales agreements) with its customers, the execution of which depends on whether the customers meet the conditions precedent, particularly with respect to their ability to secure financing.
Lastly, as part of its property development business, the Group has a future offering consisting of unilateral preliminary sales agreements.
The amount of these commitments is shown in the business review.
The total of minimum future rents to be received under non-cancellable rental agreements over the period amounted to:
| 31/12/2016 | 31/12/2015 | |
|---|---|---|
| Less than 1 year | 162.5 | 142.5 |
| Between 1 and 5 years | 327.2 | 237.3 |
| More than 5 years | 99.6 | 71.4 |
| Guaranteed minimum rent | 589.2 | 451.2 |
Rents receivable relate only to shopping centres owned by the Group.
The total of minimum future rents payable under noncancellable operating leases over the period amounted to:
| 31/12/2016 | 31/12/2015 | |
|---|---|---|
| Less than 1 year | 14.0 | 10.9 |
| Between 1 and 5 years | 14.5 | 14.5 |
| More than 5 years | 0.3 | 0.3 |
| Minimum future rents to be paid |
28.8 | 25.7 |
Rents to be paid concern:
No new litigation or governmental, legal, or arbitration proceedings that are likely to have significant effects on the Company's financial position or profitability arose in 2016 other than those for which a provision has been recognised (see Note 6.3 "Provisions") or that have been effectively challenged or are being challenged by the Company (see Note 5.2 "Corporate income tax" or 6.3 "Provisions").
It should be noted that, on 29 May 2015, Coresi and Jemmape, Property Development division subsidiaries, received proposed adjustments for a tax base amount of €85 million. Following the departmental negotiation that took place on 19 May 2016, both companies received a full rebate notification by post on 26 May. These litigations are closed, as the administration recognised the validity of the arguments put forward by the companies. During the second half, ongoing control procedures on other companies ended with no adjustment for the Group.
No major events occurred subsequent to the closing date and prior to the preparation of the financial statements.
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