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ATENOR

Earnings Release Sep 5, 2024

3908_ir_2024-09-05_e8d89416-c794-434b-a725-ac01c0ca1322.pdf

Earnings Release

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05.09.2024

PRESS RELEASE

HALF-YEAR FINANCIAL REPORT 2024(1)

Regulated information

La Hulpe, 5 September 2024

Atenor (BSE: ATEB) today announced the financial results for the first half of the fiscal year 2024.

Below is a brief overview.

Half-year operating result (including the net result from equity-accounted investments): operating profit of €22.8 million vs an operating loss of €38.4 million as of 30.06.2023.

Half-year net result (group share): Profit of €0.2 million vs a loss of €53.8 million as of 30.06.2023.

Activities report: (Value creation cycle): major events

  • Sale of the WellBe project
  • Completion of the sale of the Realex Conference Center to the European Commission
  • Obtained permits: 40,500 sq.m.
  • Office leases: 4,300 sq.m.
  • Apartment sales: 147 apartments

Balance sheet: Objective to reduce the consolidated net debt

  • First positive impacts on net consolidated indebtedness due to project sales and improvement of the solvency ratio from 20.0% on 30.06.2023; 29.9% on 31.12.2023 to 31.2% on 30.06.2024;
  • Continuation of the policy of replacing corporate and market financing (Bonds and CP) with bank financing for projects;
  • Extension of « green » funding: Green retail bonds and bank financing; 50% (as of 30.06.2024) vs 32% (as of 30.06.2023) of the amount of indebtedness.

Portfolio:

  • 33 projects totaling approximately 1,237,465 sq.m.
  • 99% of the development portfolio aligned with the taxonomy

Atenor's CEO Stephan Sonneville SA comments:

« We are on track to substantially reduce the Group's consolidated net debt in 2024. Some of the 7 transactions planned for 2024 (as mentioned in the commentary) have already been completed by June 30th . In addition to a €112 million reduction in consolidated net financial debt, these transactions led to a significantly positive operating result for the first half of the year, albeit burdened by high financial and tax charges. The investment market in office and residential sectors in Europe remains relatively inactive, prompting us to exercise utmost caution, notably in terms of real estate valuation in the market. However, the quality of the projects in the portfolio enables us to secure the necessary financing for construction and useful refinancing to replace market financing with bank financing. »

For further information,

Please visit our website at www.atenor.eu and/or reach out to Caroline Vanderstraeten for Twigami SRL, CFO or Stephanie Geeraerts pour Thibrox BV, Corporate Communication & Investor Relations Manager [email protected]

About Atenor

Atenor is a leading real estate developer at the forefront of sustainability and urbanity. Recognised for its commitment to urban resilience, Atenor takes an innovative approach in its mixed-use developments including; offices, residential, and retail spaces, supported by its Research and Development department, Archilab. With an international presence and a diversified project portfolio, Atenor aims to generate returns for its investors through a value creation cycle starting from obsolete buildings. Listed on Euronext Brussels, Atenor stands as a key player in the real estate development sector.

To learn more about Atenor and its projects please visit us at www.atenor.eu or contact us at [email protected].

Disclaimer

This press release is for information purposes only and is not a recommendation to engage in investment activities. This press release is provided "as is" without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Atenor does not guarantee its accuracy or completeness. Atenor will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication may be regarded as creating any right or obligation. All proprietary rights and interest in or connected with this publication shall vest in Atenor.

This press release speaks only as of this date. Atenor refers to Atenor SA and its affiliates.

In order to facilitate the understanding of our activities and track their evolution, we provide relevant comments on the first half-year's activities in accordance with the main stages of the value creation cycle in our core business.

A. General overview of activities

The figures in the graph below are as of 30 June 2024. They are stated in gross above-ground surfaces (sq.m.).

Acquisition: Atenor remains attentive to the evolution of the markets where it is active, in order to be proactive when the time comes.

Planning permit applications: The 2024 permit applications will be submitted in the second half of the year.

Building permit deliveries: Atenor has received the planning permit for the deep renovation of Lakeside II (formerly UBC II) in Warsaw, for the construction of Au Fil des Grands Prés (Mons - new residential phase) and Perspectiv' (mixed project) in Luxembourg.

Launch of construction: The construction works for Twist (Luxembourg) have been completed and the works for Wellbe (Lisbon) are ongoing. Preparatory and decontamination/demolition works have been undertaken on Victor Hugo (Paris) and Campo Grande (Lisbon).

Atenor continues its policy of case-by-case analysis of the relevance of launching other constructions.

Leasing: Leases have been signed for a total area of approximately 4,300 sq.m. mainly in Belgium, Hungary and Romania.

Sales: The sale of the German project Am Wehrhahn (Düsseldorf) was finalized in January. In February, Atenor concluded the sale in future state of completion of the WellBe project (Lisbon) to the bank Caixa Geral de Depósitos. In June, Atenor finalized, through its subsidiaries Leaselex and Freelex, the sale in future state of completion of the Realex Conference Center (Brussels) to the European Commission. The land transfer was finalized on June 21 for an initial amount of €88 million. The following installments will be paid monthly as the construction progresses over 42 months.

The positive impact of these sales for Atenor is a reduction of its indebtness of approximately €130 million and a positive gross result of €36.5 million.

The investment activity in the office sector remains extremely low, while rents are rising due to inflation and the lack of high-performing buildings. In light of this, we observed in the first half of 2024 a trend among occupants to postpone their decision to relocate to more efficient buildings. However, administrations and large companies subject to ESG reporting are being pushed to relocate. We believe this trend will become more pronounced in the coming months.

B. Prospects for FY 2024:

As previously announced, the operational results (EBIT) will be largely positive, driven by the completion of 7 announced projects, although impacted by high financial and tax charges. These projects include Wellbe (sale in future state of completion), Realex Conference Center (sale in future state of completion), delivery of the offices of the Au Fil des Grands Prés project, continuation of the construction of City Dox – Lot 5, sale of Twist, delivery of the apartments of UP-site Bucharest and Lake 11 Home&Park. All other things being equal, these 7 projects will contribute, in 2024, to a minimum of €150 million in the expected overall reduction of consolidated net debt.

We anticipate a significant improvement in the solvency ratio as of 31 December 2024, based on the projected transactions. The priority remains the reduction of debt.

C. Interim Management Report

The first half of 2024 closed with a consolidated net result (group share) of €0.2 million compared to €- 53.81 million in the first half of 2023.

As of 30 June 2024, revenues from the pre-sales of the Realex, WellBe, City Dox, Twist (residential), and Au Fil des Grands Prés (offices) projects generated an operating result (including the net result of equity-accounted investments) of €22.8 million, which was absorbed by high financial charges and taxes, resulting in a net result (group share) of €0.2 million.

Results 30.06.2024 30.06.2023 31.12.2023
Net consolidated result (group share) 0.226 -53.806 -107.13
Profit per share (in Euros) 0.01 -7.99 -2.45
Number of shares 43,739,703 7,425,010 43,739,703
of which own shares 313,427 313,434 313,434
Balance sheet 30.06.2024 30.06.2023 31.12.2023
Total assets 1,299.7 1,282.4 1,328.7
Cash position at end-of- period 55.4 23,9 47.5
Net indebtedness (-) -756.7 -895,6 -807.0
Total of consolidated equity 342.7 233.3 344.3
Solvency ratio 31.2% 20.0% 29.9%

Table of key consolidated figures (in million of €) - Limited review of the auditor

Revenue from ordinary activities and consolidated results

The revenue from ordinary activities as at 30 June 2024 amounted to €146.86 million compared to €31.04 million as of 30 June 2023. This includes primarily of (a) revenue from the signing of the sale in future state of completion of the Realex project for an amount of €83.89 million, (b) revenue generated from the sale of apartments in the residential projects (City Dox and Twist) for a total of €26.29 million, (c) the sale of the Am Wehrhahn project for €18.13 million, (d) revenue from the sale in future state of completion of the Au Fil des Grands Prés project (offices; €6.55 M), (e) project management fees billed to partner companies (€6.68 million), and (f) rental income from the buildings @Expo, Twist, Nysdam, Arena Business Campus A, University Business Center II, Fort 7, and Bakerstreet I totaling €5.05 million.

Other operating income (€5.37 million) mainly includes re-invoicing of the fit-out works in the Lakeside project, the sold Roseville project (€3.36 million), and other rental charges (€1.65 million).

The operating result reached €22.8 million compared to a loss of €38.4 million as of 30 June 2023. It consists of €13.5 million in operating result and €9.31 million in net result from equity-accounted investments.

✓ The operating result stands at €13.5 million compared to -€34.3 million in the first half of 2023. It is mainly influenced by the result of sales and sales in future state of completion (Realex, Au Fil des Grands Prés, AM Wehrhahn) for €19.3 million, apartments from various residential projects for €4.78 million, as well as net rental income from the buildings @Expo, Twist, Nysdam, Arena Business Campus A and Bakerstreet I (total of €2.75 million). The operating expense mainly comes from various corporate expenses (€-7.80 million). The

operating result also includes an adjustment of the stock value based on market conditions for the Lakeside project (€-4.5 M).

✓ The result (share) from equity-accounted investments (€9.31 M) is mainly related to the sale in future state of completion of the WellBe project, offset by current charges, local taxes (property taxes), and non-capitalized financial expenses of other projects from equity-accounted investments.

The net financial result stands at -€14.78 million compared to -€13.32 million in the first half of 2023. The increase in net financial charges is due to the rise in interest rates offset by the decrease in the Group's average net debt (€- 50.4 million compared to the first half of 2023) and the increase in capitalizations (IAS 23; €+2.55 million compared to the first half of 2023) related to ongoing developments.

During the first half of the year, Atenor implemented a collar to hedge €75 million of corporate lines for a duration of 3 years. The floor and cap are set at 2.2% and 2.95%, respectively.

Taxes amount to -€6.9 million as of 30 June 2024, mainly composed of current taxes and deferred tax liabilities, primarily related to the Realex, Twist and City Dox projects.

The Group's net result for the first half of the year is €0.23 million compared to a loss of €53.81 million as of 30 June 2023.

Consolidated balance sheet

Consolidated shareholders' equity amounts to €342.73 million, down €1.58 million from 31 December 2023. The solvency ratio stands at 31.2% as of 30 June 2024.

The Group's net consolidated indebtedness stands at €756.66 million (excluding available cash) as at 30 June 2024 compared to the net consolidated indebtedness of €807.04 million as at 31 December 2023.

Trade and other payables rose from €86.89 million at 31 December 2023 to €99.28 million at 30 June 2024. This change is explained, on the one hand, by the decrease in trade payables (€-3 M) and, on the other hand, by the increase in advance payments received on the sale of apartments in the Twist, City Dox, UP-site Bucharest and Lake 11 Home&Park projects (€+5.8 M) and a variation in advance accounts of equity-accounted companies (€+8 M).

The "Buildings intended for sale" classified under "Inventories (Stock)" represent the real estate projects in the portfolio and under development. This item amounts to €969.32 million, down by €23.95 million net from 31 December 2023. This variation results primarily from (a) the continuation of the works and studies of the, Bakerstreet, Lake 11 Home&Park (Budapest), UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn (Düsseldorf), Twist (Luxembourg), City Dox, Realex (Brussels), Au Fil des Grands Prés (Mons), NBS10 (London) amounting to +€84.03 million (out of a total of +€88.37 M), (b) the forward sale of the Realex Conference Center and Au Fil des Grands Prés, the sales of apartments in the City Dox and Twist projects, and the sale of office buildings in the Am Wehrhahn project, amounting to -€109.82 million (out of a total of -€110.77 M), and (c) an adjustment of the stock value based on market conditions indicating a potentially lower value than the historically recognized book value for the Lakeside project (€-4.5 M).

Currency exchange differences related to projects in Central Europe impact the stock downwards by €- 3.49 million.

Financing policy

As already announced, Atenor continues its strategy of gradually replacing:

    1. financing on financial markets (CP and EMTN) with bank financing
    1. corporate financing by project financing Several project bank refinancings have been implemented since 31.12.2023: NOR.Bruxsels (Brussels) - Consortium of Belgian banks; Bakerstreet (Budapest) - K&H Bank; Lakeside (Warsaw) - BNP and Santander Banks; Lake 11 Home&Park (Budapest) - MBH Bank; @Expo (Bucharest) - OTP Bank.

The weighted average interest rate of Atenor's consolidated debt stands at 5.15% for the first half of 2024 (vs 4.39% for the year 2023).

Principal risks and uncertainties

Since 2022, the strong international political and macroeconomic tensions have had a ripple effect, resulting in a significantslowdown on the office and residential real estate sector. At this stage, we believe that the general decline in value remains temporary, under the pressure of political tensions and current market conditions. The downward trend in interest rates and the emergence of ESG criteria support, apart from occasional impairments, the profitability potential of the portfolio. We remain attentive to the evolution of this macroeconomic situation and its potential implications for Atenor.

In general and permanent way, the Board of Directors is attentive to the analysis and management of the various risks and uncertainties with which Atenor and its subsidiaries are confronted.

As at 30 June 2024, Atenor is not facing any significant litigation.

Dividend

The General Assembly of April 26, 2024, did not propose a dividend

Events subsequent to the closing date

On 18 July, Atenor was notified by the Ministry of Finance of the Grand Duchy of Luxembourg of the exercise of the purchase option it holds on the Twist building leased to Statec, effective on 31 August 2024. The sale is expected to be completed before 31 December 2024.

A letter of intent has been signed with an investor for the sale of the Lakeside building in Warsaw, leased at over 95%; this LOI foresees the sale to be closed before 31 December 2024.

A sales agreement was concluded on 12 August with a local operator for the sale of the remaining residential project Les Grands Prés in Mons. The deed of sale is expected to be executed before 31 December 2024.

No other major events are to be noted since 30 June 2024.

Financial calendar

Intermediate declaration for third quarter 2024 13 November 2024 Publication of the annual results for 2024 March 2025 Annual General Meeting 2024 25 April 2025

Contact and Information

For more detailed information, please contact Caroline Vanderstraeten for Twigami SRL, CFO or Stephanie Geeraerts pour Thibrox BV, Investor Relations Manager.

+32-2-387.22.99 - +32-2-387.23.16 - e-mail: [email protected] - www.atenor.eu

Consolidated statement of comprehensive income

In thousands of EUR
Notes 30.06.2024 30.06.2023
Operating revenue 3 146.861 31.038
Turnover 141.629 27.730
Property rental income 5.232 3.308
Other operating income 5.369 11.149
Gain (loss) on disposals of financial assets 6.190
Other operating income 5.368 4.988
Gain (loss) on disposals of non-financial assets 1 -29
Operating expenses (-) -138.734 -76.480
Raw materials and consumables used (-) -71.841 -76.544
Changes in inventories of finished goods and work in progress -22.475 74.884
Employee expenses (-) -3.120 -2.714
Depreciation and amortization (-) 8 -592 -486
Impairments (-) 1 1 -4.548 -39.283
Other operating expenses (-) -36.158 -32.337
Result from operating activities - EBIT 13.496 -34.293
Financial expenses (-) -17.504 -15.838
Financial income 2.724 2.514
Share of profit (loss) from investments consolidated by the equity method 1 0 9.312 -4.093
Profit (Loss) before tax 8.028 -51.710
Income tax expense (income) (-) 5 -6.902 -2.327
Profit (loss) after tax 1.126 -54.037
Post-tax profit (loss) of discontinued operations 0 0
Profit (loss) of the period 1.126 -54.037
Non controlling interests 900 -231
Group profit (loss) 226 -53.806
Earnings per share
30.06.2024 30.06.2023
Total number of issued shares 43.739.703 7.425.010
of which own shares 313.427 313.434
Weighted average number of shares (excluding own shares) 43.425.967 6.733.201
Basic earnings per share 0,01 -7,99
Diluted earnings per share 0,01 -7,99
Other elements of the overall profit and losses
30.06.2024
226
30.06.2023
-53.806
Group share result
Items not to be reclassified to profit or loss in subsequent periods :
Employee benefits
Items to be reclassified to profit or loss in subsequent periods :
Translation adjusments -2.591 14.360
Cash flow hedge 1 3 -115 -155
Overall total results of the group -2.480 -39.601
Overall profits and losses of the period attributable to third parties 900 -231

(*) refer to the Consolidated Statement of Changes in Equity - page 9

D. Condensed Financial Statements (unaudited - continued)

Consolidated statement of the financial position

|--|

Notes 30.06.2024 30.06.2023 31.12.2023
Non current assets 222.042 234.606 243.715
Property, plant and equipment 8 9.682 8.822 10.199
Investment property 9 21.514 21.529 21.514
Intangible assets 164 210 178
Investments consolidated by the equity method 1 0 81.699 69.949 69.050
Deferred tax assets 2.747 1.974 2.041
Other non-current financial assets 1 2 106.233 131.425 140.733
Derivatives 3
Non-current trade and other receivables 1 2 697 0
Current assets 1.077.640 1.047.780 1.084.989
Inventories 1 1 969.319 961.079 993.273
Other current financial assets 1 2 237 9 4
Derivatives 215 118
Current tax assets 277 722 588
Current trade and other receivables 39.626 50.261 30.802
Current loans payments 2 4 1 0 1 1
Cash and cash equivalents 1 2 55.406 23.962 47.506
Other current assets 12.988 11.294 12.597
Total assets 1.299.682 1.282.386 1.328.704

In thousands of EUR

LIABILITIES AND EQUITY 30.06.2024 30.06.2023 31.12.2023
Total equity 342.728 223.314 344.308
Group shareholders' equity 340.602 221.762 343.082
Issued capital 317.193 141.560 317.193
Reserves 38.482 95.275 40.962
Treasury shares (-) -15.073 -15.073 -15.073
Non controlling interest 2.126 1.552 1.226
Non-current liabilities 429.269 469.416 470.217
Non-current interest bearing borrowings 1 3 408.966 456.120 450.808
Non-current provisions 12.907 6.214 10.213
Pension obligation 565 442 565
Deferred tax liabilities 845 914 920
Non-current trade and other payables 4.773 5.218 6.006
Other non-current liabilities 1.213 508 1.705
Current liabilities 527.685 589.656 514.179
Current interest bearing debts 1 3 403.104 463.459 403.735
Current provisions 6.969 7.529 7.941
Current tax payables 9.064 2.047 2.954
Current trade and other payables 99.276 105.125 86.886
Other current liabilities 9.272 11.496 12.663
Total equity and liabilities 1.299.682 1.282.386 1.328.704

D. Condensed Financial Statements (unaudited - continued)

Consolidated cash flow statement (indirect method)

In thousands of EUR
Notes 30.06.2024 30.06.2023 31.12.2023
Operating activities
Net income (group share)
-
226 -53.806 -107.129
Result of non controlling interests
-
900 -231 -557
Result of Equity method Cies
-
10 -9.312 4.093 8.432
Interest charges
-
16.318 13.768 34.360
Interest incomes
-
-2.719 -2.501 -5.759
Income tax expense
-
5 7.682 827 1.883
Result for the period 13.095 -37.850 -68.770
Depreciations
-
8 592 486 1.035
Impairment losses
-
4.335 39.283 56.060
Translation adjustments
-
-475 -1.225 1.827
Fair value adjustments
-
9 213 399
Provisions (Increases / Reversals)
-
-877 -1.070 1.535
Deferred taxes (Increases / Reversals)
-
5 -780 1.500 1.438
(Profit)/Loss on disposal of fixed assets
-
-6.154 -6.154
Adjustments for non cash items 3.008 32.820 56.140
Variation of inventories
-
16.195 -79.203 -130.359
Variation of trade and other amounts receivables
-
-8.287 -1.714 16.625
Variation of trade payables
-
1.623 38.101 21.206
Variation of amounts payable regarding wage taxes
-
-281 -194 7 3
10.556 1.548 1.455
Variation of other receivables and payables
-
Net variation on working capital 19.806 -41.462 -91.000
Directors' entitlements
-
-460 -410 -410
Interests received
-
2.718 2.501 5.759
Income tax (paid) paid
-
-1.543 -2.279 -2.439
Income tax (paid) received
-
283 517 657
Cash from operating activities (+/-) 36.907 -46.163 -100.063
Investment activities
Acquisitions of intangible and tangible fixed assets
-
-283 -346 -825
Acquisitions of financial investments
-
-682 -462 -1.805
New loans
-
-3.625 -6.992 -22.528
Subtotal of acquired investments -4.590 -7.800 -25.158
Disposals of intangible and tangible fixed assets
-
1 2 3
Disposals of financial investments
-
17.516 17.516
Reimbursement of loans
-
38.121 19.995 26.222
Subtotal of disinvestments 38.122 37.513 43.741
Cash from investment activities (+/-) 33.532 29.713 18.583
Financial activities
Capital increases
-
0 0 175.633
Treasury shares
-
-7 -7
New borrowings
-
135.319 236.595 324.052
Repayment of borrowings
-
-177.640 -196.000 -350.400
Interests paid
-
-20.427 -15.031 -34.701
Dividends paid to company's shareholders
-
6 -10.011 -10.011
Cash from financial activities (+/-) -62.748 15.546 104.566
Net variation ot the period 7.691 -904 23.086
Cash and cash equivalent at the beginning of the year
-
47.506 25.168 25.168
Net variation in cash and cash equivalent
-
7.691 -904 23.086
Effect of exchange rate changes
-
209 -302 -748
Cash and cash equivalent at end of the year
-
1 2 55.406 23.962 47.506

D. Condensed Financial Statements (unaudited - continued)

Consolidated statement of change in equity

In thousands of EUR Note Issued capital share is sue
premium
Hedging
reserves
Own shares Consolidated
reserves
IAS 19R
reserves
Cumulative
translation
adjusments
Minority
interests
Total Equity
2 0 2 3
Balance as of 01.01.2023 72.039 61.582 370 -15.073 176.822 -342 -24.024 2.244 273.618
Profit/loss of the period - - - - -107.129 - - -557 -107.686
Other elements of the overall results (1) - - -252 - - -116 13.583 - 13.215
Total comprehensive income - - -252 - -107.129 -116 13.583 -557 -94.471
Capital increase 7 185.525 3.987 - - - - - - 189.512
Costs of capital increase - -5.940 - - - - - - -5.940
Paid dividends 6 - - - - -17.950 - - - -17.950
Other - - - - 0 - - -461 -461
Balance as of 31.12.2023 257.564 59.629 118 -15.073 51.743 -458 -10.441 1.226 344.308
First semester 2 0 2 3
Balance as of 01.01.2023 72.039 61.582 370 -15.073 176.822 -342 -24.024 2.244 273.618
Profit/loss of the period - - - - -53.806 - - -231 -54.037
Other elements of the overall results (1) - - -155 - - 14.360 - 14.205
Résultat global total - - -155 - -53.806 - 14.360 -231 -39.832
Capital increase 3.952 3.987 - - - - - - 7.939
Paid dividends 6 - - - - -17.950 - - - -17.950
Other - - - - - - - -461 -461
Balance as of 30.06.2023 75.991 65.569 215 -15.073 105.066 -342 -9.664 1.552 223.314
First semester 2 0 2 4
Balance as of 01.01.2024 257.564 59.629 118 -15.073 51.743 -458 -10.441 1.226 344.308
Profit/loss of the period - - - - 226 - - 900 1.126
Other elements of the overall results (1) - - -115 - - - -2.591 - -2.706
Résultat global total - - -115 - 226 - -2.591 900 -1.580
Balance as of 30.06.2024 257.564 59.629 3 -15.073 51.969 -458 -13.032 2.126 342.728

(1) The Group owns several Hungarian, Romanian, Polish and UK subsidiaries that opted for the local currency as their operating currency in each of the countries. The negative currency differences recorded in equity for the period are mainly due to the depreciation of the Forint (-€3.95 M) partially offset by the improvement of the Zloty (€0.89 M) against the Euro.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30.06.2024

Note 1. Corporate information

The Group's consolidated half-year financial statements as at 30 June 2024 were adopted by the Board of Directors meeting on 5 September 2024.

Note 2. Principal accounting methods

1. Basis for preparation

Going concern principle:

The Group has prepared the interim financial statements on the basis of the continuity of real estate development activities, using the value-creation cycle usually described and covering the same territory of 10 countries in which it operates. The completion of the value creation cycle implies the disposal of projects at the end of the cycle, without excluding early disposals depending on opportunities and particular circumstances.

During the first half of the year, Atenor completed several expected transactions, resulting in a reduction of the group's net indebtedness and a positive contribution to the results, including:

  • Sale of the Am Wherhahn building in Düsseldorf,
  • Sale of the WellBe project in Lisbon in a future state of completion,
  • Finalization of the sale to the OIB of the Realex Conference Center (sale in a future state of completion).

During this same period, Atenor honored the repayment of Bonds (obligations and Green EMTN) that matured for an amount of €40 million.

The Group has prepared 18-month cash flow forecasts which demonstrate that it should have sufficient liquidity to carry out its operations, taking into account certain assumptions, including the renewal of certain bank lines and the effective disposal of certain projects that have reached the end of their development.

For both short-term and medium-term cash management, the group also relies on a network of banking relationships maintained with several banks.

Atenor has conducted several sensitivity analyses to consider potential negative cash flow impacts. To date, Atenor believes that all measures taken, particularly those related to the sale of matured projects and the renewal of certain bank lines, should be sufficient to mitigate any potential negative impacts.

Particular attention has been paid to compliance with the covenants previously negotiated with two banks. These covenants were tested based on the financial statements as of 31 December 2023 and 30 June 2024.

Given the aforementioned outlook, the cash flow forecasts lead to compliance with all covenants as of 31 December 2024.

The condensed consolidated financial statements as at 30 June 2024 have been prepared in accordance with the IFRS (International Financial Reporting Standards) IAS 34 Interim Financial Reporting standards as issued by the International Accounting Standards Board (IASB), and as adopted by the European Union.

They do not include all of the information required for the full annual financial statements and should be read in conjunction with the company's consolidated financial statements for the year ending 31 December 2023.

The valuation of the assets was carried out based on market information and assumptions related to the exit schedule of these assets in order to examine the portfolio projects that could potentially be subject to impairments as of 30 June 2024.

The condensed consolidated interim financial information has been reviewed, but not audited, by the statutory auditor.

2. Consolidation principles and significant accounting principles

The evaluation rules adopted for the preparation of the consolidated financial position as at 30 June 2024 were maintained as to the rules followed for the preparation of the annual report as at 31 December 2023. There have been no significant changes in the estimates and judgments included in Note 1 of the 2023 annual report.

Standards and interpretations applicable for annual periods beginning on or after 01.01.2024

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

These new standards and interpretations have been implemented and have not had a significant impact on the figures reported by Atenor.

Standards and interpretations published, but not yet applicable for the annual period beginning on 01.01.2024

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU)
  • IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • IFRS 19 Subsidiaries without Public Accountability – Disclosures (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU)

The Group is currently assessing the impact of the amendments and will implement them for the annual report at 31 December 2024. Based on an initial review of the texts, we estimate that the future application should not have a significant impact on the consolidated financial statements.

Atenor has not applied any new IFRS provisions that have not come into force in 2024 and has not applied any European exceptions to IFRS.

The new IFRS standards and IFRIC interpretations and the amendments to the old standards and interpretations, which apply for the first time in 2024, have not a significant direct impact on the figures reported by Atenor.

Note 3. Revenue from ordinary activities

In thousands of EUR 30.06.2024 30.06.2023
Turnover 141.629 27.730
of which sales of good 134.881 25.805
of which services 6.748 1.925
Property rental income 5.232 3.308
Total of operating revenue 146.861 31.038

The revenue from ordinary activities as at 30 June 2024 amounted to €146.86 million compared to €31.04 million as of 30 June 2023. This includes primarily of (a) revenue from the signing of the sale in future state of completion of the Realex project for an amount of €83.89 million, (b) revenue generated from the sale of apartments in the residential projects (City Dox and Twist) for a total of €26.29 million, (c) the sale of the Am Wehrhahn project for €18.13 million, (d) revenue from the sale in future state of completion of the Au Fil des Grands Prés project (offices; €6.55 million), (e) project management fees billed to partner companies (€6.68 million), and (f) rental income from the buildings @Expo, Twist, Nysdam, Arena Business Campus A, University Business Center II, Fort 7, and Bakerstreet I totaling €5.05 million.

Note 4. Segment reporting

Segment information is prepared, both for internal reporting and external disclosure, on a single sector of activity, i.e. real estate development projects (office and residential properties, the retail activity being accessory to the first two mentioned). This activity is presented, managed, and monitored on a project-by-project basis. The Management Committee and Board of Directors are responsible for monitoring the various projects and assessing their performance.

However, based on the location of the projects, two geographical segments are henceforth identifiable: on the one hand there is Western Europe, covering Belgium, the Grand Duchy of Luxembourg, the Netherlands, France, Germany, Portugal, and the United Kingdom, and, on the other hand, there is Central Europe, covering Poland, Hungary, and Romania.

In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
Western
Europe
Central
Europe
Total Western
Europe
Central
Europe
Total Europe
Occidentale
Europe
Centrale
Total
Operating revenue 143.725 3.136 146.861 28.738 2.300 31.038 51.249 38.225 89.474
Turnover 141.567 6 2 141.629 27.654 7 6 27.730 49.144 33.524 82.668
Property rental income 2.158 3.074 5.232 1.084 2.224 3.308 2.105 4.701 6.806
Other operating income 581 4.788 5.369 6.814 4.335 11.149 7.656 9.417 17.073
Gain (loss) on disposals of financial assets 0 0 0 6.190 6.190 6.190 6.190
Other operating income 580 4.788 5.368 626 4.362 4.988 1.469 9.443 10.912
Gain (loss) on disposals of non-financial assets 1 0 1 -2 -27 -29 -3 -26 -29
Operating expenses (-) -125.418 -13.316 -138.734 -45.785 -30.695 -76.480 -91.649 -79.026 -170.675
Raw materials and consumables used (-) -32.862 -38.979 -71.841 -30.413 -46.131 -76.544 -70.588 -91.109 -161.697
Changes in inventories of finished goods and work in
progress -65.276 42.801 -22.475 26.156 48.728 74.884 57.813 67.800 125.613
Employee expenses (-) -2.465 -655 -3.120 -2.321 -393 -2.714 -4.668 -936 -5.604
Depreciation and amortization (-) -361 -231 -592 -381 -105 -486 -757 -278 -1.035
Impairments (-) -273 -4.275 -4.548 -12.372 -26.911 -39.283 -26.224 -30.234 -56.458
Other operating expenses (-) -24.181 -11.977 -36.158 -26.454 -5.883 -32.337 -47.225 -24.269 -71.494
Result from operating activities - EBIT 18.888 -5.392 13.496 -10.233 -24.060 -34.293 -32.744 -31.384 -64.128
Financial expenses (-) -17.525 2 1 -17.504 -17.536 1.698 -15.838 -39.606 1.986 -37.620
Financial income 2.613 111 2.724 2.316 198 2.514 5.401 414 5.815
Share of profit (loss) from investments consolidated
by the equity method 9.312 9.312 -4.093 -4.093 -8.432 -8.432
Profit (loss) before tax 13.288 -5.260 8.028 -29.546 -22.164 -51.710 -75.381 -28.984 -104.365
Income tax expense (income) (-) -6.899 -3 -6.902 -2.290 -37 -2.327 -3.104 -217 -3.321
Profit (loss) after tax 6.389 -5.263 1.126 -31.836 -22.201 -54.037 -78.485 -29.201 -107.686
Post-tax profit (loss) of discontinued operations 0 0 0
Profit (loss) of the period 6.389 -5.263 1.126 -31.836 -22.201 -54.037 -78.485 -29.201 -107.686
Intercompany elimination 8.947 -8.947 0 6.945 -6.945 0 15.715 -15.715 0
Consolidated result
Overall profits and losses of the period attributable
15.336 -14.210 1.126 -24.891 -29.146 -54.037 -62.770 -44.916 -107.686
to third parties 900 900 -231 -231 -557 -557
Group share result 14.436 -14.210 226 -24.660 -29.146 -53.806 -62.213 -44.916 -107.129
30.06.2024 30.06.2023 31.12.2023
Western Central Western Central Western Central
In thousands of EUR Europe Europe Total Europe Europe Total Europe Europe Total
ASSETS
Non current assets 219.895 2.147 222.042 234.096 510 234.606 241.347 2.368 243.715
Property, plant and equipment 7.800 1.882 9.682 8.472 350 8.822 8.113 2.086 10.199
Investment properties 21.514 0 21.514 21.529 21.529 21.514 21.514
Intangible assets 6 3 101 164 100 110 210 8 2 9 6 178
Investments consolidated
by the equity method 81.699 0 81.699 69.949 69.949 69.050 69.050
Deferred tax assets 2.747 0 2.747 1.974 1.974 2.041 2.041
Other non-current financial assets 106.072 161 106.233 131.375 5 0 131.425 140.547 186 140.733
Derivatives 3 3
Non-current trade and other receivables 0 0 0 697 697 0
Current assets 571.848 505.792 1.077.640 628.099 419.681 1.047.780 635.103 449.886 1.084.989
Inventories 526.754 442.565 969.319 570.056 391.023 961.079 588.967 404.306 993.273
Other current financial assets 0 0 0 237 237 9 4 9 4
Derivatives 0 0 215 215 118 118
Current tax receivables 253 2 4 277 546 176 722 544 4 4 588
Current trade and other receivables 31.505 8.121 39.626 40.223 10.038 50.261 24.402 6.400 30.802
Current loans payments 2 4 2 4 1 0 1 0 1 1 1 1
Cash and cash equivalents 8.425 46.981 55.406 10.740 13.222 23.962 14.189 33.317 47.506
Other current assets 4.887 8.101 12.988 6.287 5.007 11.294 6.896 5.701 12.597
TOTAL ASSETS 791.743 507.939 1.299.682 862.195 420.191 1.282.386 876.450 452.254 1.328.704
LIABILITIES AND EQUITY
Total equity 413.792 -71.064 342.728 260.521 -37.207 223.314 397.910 -53.602 344.308
Group shareholders' equity 411.666 -71.064 340.602 258.969 -37.207 221.762 396.684 -53.602 343.082
Issued capital 317.193 0 317.193 141.560 141.560 317.193 317.193
Reserves 109.546 -71.064 38.482 132.482 -37.207 95.275 94.564 -53.602 40.962
Treasury shares (-) -15.073 0 -15.073 -15.073 -15.073 -15.073 -15.073
Non controlling interest 2.126 2.126 1.552 1.552 1.226 1.226
Non-current liabilities 312.692 116.577 429.269 446.380 23.036 469.416 458.181 12.036 470.217
Non-current interest bearing borrowings 295.666 113.300 408.966 433.585 22.535 456.120 442.542 8.266 450.808
Non-current provisions 10.836 2.071 12.907 6.214 6.214 8.142 2.071 10.213
Pension obligation 565 565 442 442 565 565
Derivatives 0 0 0
Deferred tax liabilities 845 845 914 914 920 920
Non-current trade and other payables 4.773 4.773 5.218 5.218 6.006 6.006
Other non-current liabilities 7 1.206 1.213 7 501 508 6 1.699 1.705
Current liabilities 65.259 462.426 527.685 155.294 434.362 589.656 20.359 493.820 514.179
Current interest bearing debts 376.679 26.425 403.104 446.370 17.089 463.459 363.599 40.136 403.735
Current provisions 4.290 2.679 6.969 4.678 2.851 7.529 4.227 3.714 7.941
Deferred tax liabilities 9.051 1 3 9.064 2.024 2 3 2.047 2.814 140 2.954
Current trade and other payables 57.231 42.045 99.276 59.201 45.924 105.125 47.294 39.592 86.886
Other current liabilities 7.587 1.685 9.272 10.632 864 11.496 10.452 2.211 12.663
Intercompany elimination / not allocated -389.579 389.579 -367.611 367.611 -408.027 408.027
TOTAL EQUITIES AND LIABILITIES 791.743 507.939 1.299.682 862.195 420.191 1.282.386 876.450 452.254 1.328.704

Note 5. Income taxes and deferred taxes

Income tax expense / Income - current
Current period tax expense -7.736 -822 -1.759
Adjustments to tax expense/income of prior periods 5 4 -5 -124
Total current tax expense, net -7.682 -827 -1.883
Income tax expense / Income - Deferred
Related to the current period 776 3 1 6 7
Related to tax losses 4 -1.531 -1.505
Total deferred tax expense 780 -1.500 -1.438
Total current and deferred tax expense -6.902 -2.327 -3.321

Note 6. Paid dividends

30.06.2024 30.06.2023 31.12.2023
- -10.011 -10.011

Note 7. Capital

TAXES - In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
Income tax expense / Income - current
-7.736 -822 -1.759
Current period tax expense
Adjustments to tax expense/income of prior periods
5 4 -5 -124
Total current tax expense, net -7.682 -827 -1.883
Income tax expense / Income - Deferred
Related to the current period 776 3 1 6 7
Related to tax losses 4 -1.531 -1.505
Total deferred tax expense 780 -1.500 -1.438
Total current and deferred tax expense -6.902 -2.327 -3.321
For the six-month period ending 30 June 2024, the tax expense amounts to €6.9 million and is mainly composed
of current and deferred tax liabilities relating to the Realex, Twist and City Dox projects.
As a reminder, as of 30 June 2023, taxes amounted to €2.33 million. They were mainly composed of current and
deferred tax liabilities relating to the City Dox and Twist projects.
Note 6. Paid dividends
In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
Final dividend for 2023: €
-
Final dividend for 2022: € 2.67
Dividends on ordinary shares declared and paid during the period: - -10.011 -10.011
As a reminder, no dividend was distributed for the fiscal year 2023.
Atenor offers no interim dividends.
Note 7. Capital
The shareholder structure is as follows:
Structure of shareholders on
30.06.2024
Number of shares Holdings % Of which shares forming part of the joined shareholding Holding
6.821.806 15,6 4.373.970
13.159.717 30,1 13.159.717
4.767.744 10,9 2.383.872
1.621.624 3,7 1.181.624
2.000.000 4,6 0
2.000.000
30.370.891
4,6
69,4
0
21.099.183
0 0,0
313.427 0,7
13.055.385 29,8
Luxempart SA (1)
3D NV (1)
Foratenor SA (1)
Stéphan Sonneville SA(1)(2) & consorts
Midelco NV
Vandewiele Group NV
Subtotal
Own shares
Treasury shares
Public
Total
(1) Signatories of the shareholders' Agreement
(2) Managing Director, companies controlled by Mr. Stéphan Sonneville
In compliance with article 74 of the law of 1 April 2007, these shareholders have communicated to the company that they held as a joined holding,
at the date of entry into effect of the aforementioned law, more than 30% of the securities with voting rights.
The movements on own shares are as follows:
43.739.703 100,0
Movements in own shares Amount
(in thousands of €)
Number of shares
On 31.12.2023 (average price € 48.09 per share) 15.073 313.434
Movements during the period
120 18.929
- acquisitions
- sales
-120 -18.936
Movements in own shares Amount
(in thousands of €)
Number of shares
On 31.12.2023 (average price € 48.09 per share) 15.073 313.434
Movements during the period
- acquisitions 120 18.929
- sales -120 -18.936
On 30.06.2024 (average price € 48.09 per share) 15.073 313.427

As of 30 june 2024, Atenor SA no longer holds any own shares.

The Atenor Group Investments and Atenor Long Term Growth (ALTG) subsidiaries still hold 163,427 and 150,000 Atenor shares, respectively (situation unchanged from 31 December 2023).

These shares aim to enhance the ALTG (2021 and 2022) stock option plans allocated to Atenor staff and some of its service providers.

The shares acquired during the first half-year were acquired and immediately sold as partial payment of remuneration in the form of company shares.

Note 8. Property, plant, and equipment

"Tangible assets" totalled €9.68 million as at 30 June 2024, versus €10.20 million as at 31 December 2023. This includes the group's furniture and rolling stock, fixtures and improvements made to rented properties and the rights to use the rented properties (IFRS 16).

There were no significant Investment during the first semester 2024.

Depreciation for the 6-month period ending 30 June 2024 amount to €0.59 million (6-month period ending 30 June 2023: €0.49 million). No impairment loss was recognised.

Note 9. Investment properties

This item includes the Nysdam building in La Hulpe. This building is 91% leased and generated net rental income of €0.68 million as at 30 June 2024. The building is currently under management and may subsequently be redeveloped or sold.

In 2022, it was transferred from inventory and, in application of IAS 40, valued at its net fair value of €21.48 million, based on an expert's report as at 30 June 2022. An expert report dated 31 December 2023 did not reveal any significant difference in value.

There are no significant changes to report in the first half of 2024. The valuation assumptions remain valid. Based on data from the valuation technique, the fair value of the investment property was classified as Level 3 fair value.

In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
At the end of the preceding period 21.514 21.482 21.482
Gains / (losses) arising from changes in the fair value -213 -399
Investments 213 4 7 431
Transfer from "Inventories" (at cost)
At the end of the period 21.514 21.529 21.514

There was no transfer from Level 3 to Level 2 during the 6-month period ending 30 June 2024.

Note 10. Investments consolidated by the equity method

In thousands of EUR
Participations 30.06.2024 30.06.2023 31.12.2023
Victor Estates 396 703 550
Victor Properties -9 16 3
Victor Bara 4.074 4.210 4.142
Victor Spaak 7.306 7.542 7.424
Immoange 388 613 525
CCN Housing B1 1.663 1.930 1.822
CCN Housing B2 517 686 606
CCN Office A1 8.712 9.052 8.884
CCN Office C-D 37.828 39.361 38.584
Cloche d'Or Development 1.567 1.593 1.139
Ten Brinke Mybond Verheeskade 3.938 4.130 4.036
Lankelz Foncier
Square 42 107
Square 48 2.007 6 1.335
Tage Une Fois 13.312
Total 81.699 69.949 69.050
In thousands of EUR
Movements of participations 30.06.2024 30.06.2023 31.12.2023
At the end of the preceding period 69.050 83.380 83.380
Share in result 9.312 -4.093 -8.432
Acquisitions, price adjustments and restructuring 111 221
Disposals -11.108 -11.108
Capital increase 680 1.340
Reclassification to other items
At the end of the period
2.657
81.699
1.659
69.949
3.648
69.050
Sums due to Sums due to
related the group
In thousands of EUR - 30.06.2024 parties from related
Immoange (group share: 50%) - 3.476
Victor Estate (group share: 50%) - 5.799
Victor Properties (group share: 50%) - 340
Victor Bara (group share: 50%) - 2.486
Victor Spaak (group share: 50%) - 4.400
CCN Development (group share: 50%) - 3.060
Cloche d'Or Development (group share: 50%) - 31.453
Ten Brinke Mybond Verheeskade (group share: 50%) - 8.293
Laakhaven Verheeskade II (group share: 50%) - 15.799
Lankelz Foncier (group share: 50%) - 24.515
Square 42 (group share: 50%) - 5.786
Square 48 (group share: 50%) - -
Tage Une Fois (group share: 51%)
At the end of the period
-8.050
-8.050
-
105.407
Estates, Properties, Bara, Spaak).
participations in Tage Une Fois and Square 42.
In thousands of EUR
Movements of participations 30.06.2024 30.06.2023 31.12.2023
At the end of the preceding period 69.050 83.380 83.380
Share in result 9.312 -4.093 -8.432
Acquisitions, price adjustments and restructuring 111 221
Disposals -11.108 -11.108
Capital increase 680 1.340
Reclassification to other items 2.657 1.659 3.648
At the end of the period 81.699 69.949 69.050
Sums due to Sums due to
related the group
In thousands of EUR - 30.06.2024 parties from related
Immoange (group share: 50%) - 3.476
Victor Estate (group share: 50%) - 5.799
Victor Properties (group share: 50%) - 340
Victor Bara (group share: 50%) - 2.486
Victor Spaak (group share: 50%) - 4.400
CCN Development (group share: 50%) - 3.060
Cloche d'Or Development (group share: 50%) - 31.453
Ten Brinke Mybond Verheeskade (group share: 50%) - 8.293
Laakhaven Verheeskade II (group share: 50%) - 15.799
Lankelz Foncier (group share: 50%) - 24.515
Square 42 (group share: 50%) - 5.786
Square 48 (group share: 50%) - -
Tage Une Fois (group share: 51%) -8.050 -
At the end of the period -8.050 105.407

At 30 June 2024, Atenor is in partnership on the Nör.Bruxsel project in Brussels (CCN Development and its subsidiaries), Cloche d'Or, Perspectiv and Kyklos in Luxembourg (Cloche d'Or Development, Lankelz Foncier, Square 48), Verheeskade I and II (TBMB and Laakhaven Verheeskade II) and Move'Hub (Immoange, and Victor Estates, Properties, Bara, Spaak).

In 2023, Atenor also entered into a 50/50 partnership with Besix Red for the Wellbe project in Portugal and Cores Development/Ravago for the Square 42 project in Luxembourg, resulting in the equity accounting of the On 9 February 2024, the company Tage Une Fois sold the WellBe project to the largest bank in Portugal, Caixa Geral de Depósitos. This transaction, whose result is recognized on a percentage-of-completion basis (64% as of 30 June 2024), results in a net contribution of fees and taxes amounting to €13.62 million, recorded under the "share in the result" section.

The "Reclassifications (to) other items" line records the reclassification of investments with negative values to non-current provisions. These investments total €10.96 million as of 30 June 2024: Lankelz Foncier (€5.75 M), CCN Development (€4.36 M), Square 42 (€0.61 M) and Laakhaven Verheeskade II (€0.24 M) compared to €8.31 million as of 31 December 2023 (Lankelz Foncier: €4.31 M - CCN Development: €3.36 M - Tage Une Fois: €0.31 M - Square 42: €0.24 M and Laakhaven Verheeskade II: €0.09 M).

No other significant changes have occurred regarding related parties.

Note 11. Inventory

In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
Buildings intended for sale, beginning balance 993.273 962.407 962.407
Activated costs 88.372 99.876 194.343
Disposals of the year -110.767 -24.327 -70.755
Exits from the consolidation scope -57.477 -57.477
Entries in the consolidation scope
Transfers from/to the "Inventories" -188 -111
Borrowing costs (IAS 23) 6.200 3.653 6.771
Foreign currency exchange increase (decrease) -3.489 16.336 13.917
Write-offs (recorded) -4.500 -39.212 -55.869
Write-offs (written back) 230 1 1 4 7
Movements during the year -23.954 -1.328 30.866
Buildings intended for sale, ending balance 969.319 961.079 993.273
Accounting value of inventories mortgaged (limited to granded loans) 290.612 253.834 256.538

The "Buildings intended for sale" classified under "Inventories (Stock)" represent the real estate projects in the portfolio and under development. This item amounts to €969.32 million, down by €23.95 million net from 31 December 2023. This variation results primarily from (a) the continuation of the works and studies of the, Bakerstreet, Lake 11 Home&Park (Budapest), UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn (Düsseldorf), Twist (Luxembourg), City Dox, Realex (Brussels), Au Fil des Grands Prés (Mons), NBS10 (London) amounting to +€84.03 million (out of a total of+€88.37 M), (b) the forward sale of the Realex Conference Center and Au Fil des Grands Prés, the sales of apartments in the City Dox and Twist projects, and the sale of office buildings in the Am Wehrhahn project, amounting to -€109.82 million (out of a total of -€110.77 M), and (c) an adjustment of the stock value based on market conditions indicating a potentially lower value than the historically recognized book value for the Lakeside project (€-4.5 M).

Note 12. Current and non-current financial assets

In thousands of EUR Other financial Derivatives Trade and
other
Cash and cash
investments receivables equivalents
Movements in financial assets
Non-current financial assets
Beginning balance 140.733
Acquisitions 3.625
Disposals (-) -38.121
Exits from the scope of consolidation
Reclassification (to) from other items
Increase (decrease) in the discounted amount
arising from the passage of time and of any change in the
discount rate
Foreign currency exchange increase (decrease) -4
Other increase (decrease) 3
Ending balance 106.233 3 0 0
Fair value 106.233 3 0
Valuation level 3 level 2 level 3
Current financial assets
Beginning balance 9 4 118 30.802 47.506
Acquisitions 8.888 7.691
Disposals (-) -49
Exits from the consolidation scope
Reclassification (to) from other items
Impairments (-) -45 -19
Foreign currency exchange increase (decrease) -1 -45 209
Other increase (decrease) -117
Ending balance 0 0 39.626 55.406
Fair value 0 0 39.626 55.406
Valuation levels 1 & 3 level 2 level 3 level 3

"Other non-current financial assets" mainly relate to net advances to companies accounted for by the equity method. The net change of +€34.5 million is explained, in particular, by the movements on advances granted (€3.61 M) and repaid (€-38.06 M) by Tage Une Fois following the sale of its building and CCN Development following the obtaining of a bank loan.

"Trade and oher receivables" increased from €30.80 million to €39.63 million, an increase of €8.83 million mainly impacted by the invoicing tranches of the P office of the Au Fil des Grands Prés project and Lot 5 of the City Dox project (€8.54 M).

Foreign exchange, default, credit, and liquidity risks are detailed in Note 16 of the 2023 Annual Financial Report.

Derivatives (liabilities)

Atenor uses financial derivative instruments exclusively for the purposes of hedging. These financial instruments are measured at their fair value with variations in value charged to the P&L account, except for the financial instruments qualified as "Cash flow hedges", for which the part of the profit or the loss on the hedging instrument considered to constitute an effective hedge is booked directly through equity account under the "other items of the overall result" heading. As far as "Fair value hedges" are concerned, changes in the fair value of the derivatives defined and qualified as fair value hedges are booked in the results account as changes to the fair value of the hedged asset or liability, charged to the hedged risk.

During the first half of 2024, Atenor implemented a collar to cover €75 million of corporate lines for a duration of 3 years. The floor and cap are set at 2.2% and 2.95%, respectively.

Fair value hierarchy levels

For each category of financial instrument, Atenor supplies the methods applied to determine their fair value. Level 1: Prices listed on active markets

Beaulieu certificates

Level 2: (Directly or indirectly) observable data other than listed prices

Derivative instruments are, where appropriate, valued by a financial institution on the basis of market parameters.

Level 3: Non-observable market data

The fair value of "Current and non-current financial assets" (including liquid assets) is close to the market value. The fair value of unlisted financial assets available for sale is estimated at their book value, taking into account changes in the activity of the companies concerned and existing shareholder agreements. Their amount is insignificant.

The fair value of "Trade and other receivables" corresponds to their nominal value (deducting any impairment loss) and reflects the sale price of the goods and other assets sold in provisional agreements and notarial deeds.

Sensitivity analysis

Given the nature of these financial assets and their short maturities, there is no need for a sensitivity analysis, as it would only reveal an insignificant impact.

Cash and Cash equivalents

In thousands of EUR 30.06.2024 30.06.2023 31.12.2023
Cash and cash equivalents
Short-term deposits 1.385 19 1.830
Bank balances 54.020 23.941 45.675
Cash at hand 1 2 1
Total cash and cash equivalents 55.406 23.962 47.506

The "Short-term deposits" line mainly includes 2 blocked accounts (totaling €1.35 M) in favor of KBC Bank as part of the €18.9 million loan related to the Beaulieu project.

Note 13. Current and non-current financial liabilities
In thousands of EUR Current Non current
More than 5 Total Fair value (*) Valuation
30.06.2024 Up to 1 year 1-5 years years
Derivatives 0 level 2
Financial liabilities
Finance lease debts (IFRS 16) 684 1.806 4.319 6.809 level 3
Credit institutions 207.370 158.304 39.214 404.888 level 3
Bond isssue 100.000 194.928 294.928 levels 1 & 3
Other loans 95.050 10.395 105.445 levels 1 & 3
Total financial liabilities according to their maturity 403.104 365.433 43.533 812.070 0
Other financial liabilities 0
Trade payables 39.053 39.053 39.053 level 3
Other payables 57.050 4.773 61.823 61.823 level 3
Other financial liabilities 1.213 1.213 1.213 level 3
Total amount of other liabilities according to their maturity 96.103 5.986 0 102.089 102.089
Current Non current
More than 5 Total Fair value Valuation
31.12.2023 Up to 1 year 1-5 years years
Derivatives level 2
Financial liabilities
Finance lease debts (IFRS 16) 675 2.152 4.319 7.146 7.056 level 3
Credit institutions 273.860 152.332 6.733 432.925 434.006 level 3
Bond isssue 65.000 259.903 324.903 295.169 levels 1 & 3
Other loans 64.200 25.369 0 89.569 88.393 levels 1 & 3
Total financial liabilities according to their maturity 403.735 439.756 11.052 854.543 824.624
Other financial liabilities
Trade payables 42.053 42.053 42.053 level 3
Other payables 43.118 6.006 49.124 49.124 level 3
Other financial liabilities 1.705 1.705 1.705 level 3

(*) The fair value of financial instruments is determined as follows:

  • If their maturity is short-term, the fair value is presumed to be similar to the amortised cost.

  • For non-current fixed-rate debts, by discounting the future interest flows and capital reimbursements at a rate of 5.15%, which corresponds to the Group's weighted average financing rate.

  • For listed bonds, on the basis of the closing price.

The policy on indebtedness, financial risks, and interest rate risk are set out in Note 21 of the annual financial report for 2023.

Financial debt
----------------
FINANCIAL DEBTS on 30.06.2024
Nominal value (in EUR)
Bonds issues
Retail bond - tranche 2 at 3.50% 08.05.2019 to 08.05.2025 40.000.000
Retail bond - tranche 1 at 3.25% 23.10.2020 to 23.10.2024 35.000.000
Retail bond - tranche 2 at 3.875% 23.10.2020 to 23.10.2026 65.000.000
Green Retail bond - tranche 1 at 3.00% 19.03.2021 to 19.03.2025 25.000.000
Green Retail bond - tranche 2 at 3.50% 19.03.2021 to 19.03.2027 75.000.000
Green Retail bond (EMTN) - at 4.625% 05.04.2022 to 05.04.2028 55.000.000
Total bond issues 295.000.000
Via credit institutions
Atenor Corporate (Belfius) 125.800.000
Atenor Corporate (Caisse d'Epargne Hauts de France) 15.000.000
Projects Le Nysdam (via Hexaten) 12.350.000
City Dox (via Immmobilière de la Petite Île) 9.942.400
Beaulieu (via Atenor) 18.900.000
Astro 23 (via Highline) 7.406.613
Twist (via Atenor Luxembourg) 32.500.000
Victor Hugo (via 186 Victo Hugo) 45.000.000
Lakeside (via Haverhill) 28.561.403
UP-site Bucharest (via NOR Residential Solutions) 25.021.876
@Expo Bucharest (via NOR Real Estate) 11.000.000
ABC Budapest (via Hungaria Greens) 6.733.488
Bakerstreet I (via Szeremi Greens) 36.499.934
Lake 11 (via Lake Greens) 30.172.542
Total financial debts via credit institutions 404.888.255
Other loans
CP 2024 45.100.000
2025 9.750.000
MTN 2025 5.000.000
2026 500.000
EMTN 2024 8.100.000
2025 10.000.000
2026 2.500.000
2027 5.000.000
Green EMTN 2025 2.500.000
17.100.000
Fonds privés Twist (via Atenor Luxembourg) 105.550.000
Total other payables
Leases liabilities (IFRS 16)
Atenor Luxembourg 480.040
Atenor France 189.261
Atenor Deutschland 83.262
Atenor Hungary 1.598.729
Atenor Romania 137.369
Fleethouse 4.319.787
Total leases liabilities 6.808.448
TOTAL FINANCIAL DEBTS * 812.246.703

* The amortization of bond issuance costs amounting to €0.18 million is not included in the above table. This amount reconciles the total financial debts with the financial debt movements table below (i.e. €812,070 M).

In thousands of EUR Current Non-current
Up to 1 year More than 1 year TOTAL
MOVEMENTS ON FINANCIAL LIABILITIES
On 31.12.2023 403.735 450.808 854.543
Movements of the period
- New loans 29.725 105.538 135.263
- Reimbursement of loans -153.303 -24.000 -177.303
- Lease liabilities (IFRS 16) - new contracts
- Lease liabilities (IFRS 16) - repayments -338 -338
- Exits from the consolidation scope
- Variations from foreign currency exchange -37 -114 -151
- Short-term/long-term transfer 123.316 -123.316
- Hedging of fair marketvalue
- Other 6 5 0 5 6
On 30.06.2024 403.104 408.966 812.070

For the 6-month period ending 30 June 2024, financial debt decreased from €854.54 million to €812.07 million, a decrease of €42.47 million.

New borrowings in the first half of the year include:

  • Loans related to the Bakerstreet (€36.50 M), Lakeside (€28.56 M), Lake 11 (€30.17 M), and @Expo (€11 M) projects;
  • An increase in CP outstanding by €26.85 million;
  • A increase in outstanding loan for the UP-site Bucharest project by €2.06 million.

Repayments mainly concern;

  • The Realex (€60 M) and Lakeside (€16.74 M) loans that matured;
  • The reduction of Belfius corporate lines by €49.08 million;
  • A bond loan of €30 million, an EMTN of €10 million, and an MTN of €1 million;
  • The €10 million corporate loan from BNPPF.

The book value of the financial debts is their nominal value adjusted for the costs and commissions related to the establishment of these loans and the adjustment related to the valuation of derivative financial instruments.

Fair value hierarchy levels

The Group measures the fair value of its financial liabilities using a fair value hierarchy. A financial instrument is classified within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Level 1: Prices listed on active markets

For instruments listed on an active market, such as bond issues and (E)MTNs included in "other borrowings", the fair value corresponds to the listed price on the closing date.

Level 2: (Directly or indirectly) observable data other than listed prices

Derivative instruments are, where appropriate, valued by a financial institution on the basis of market parameters.

Level 3: Non observable market data

Depending on their maturity, "Financial liabilities" are valued on a discounted cash flow basis or at amortised cost based on the effective interest rate, justified by conventions and amounts borrowed.

The fair value of trade and other payables is considered to be equal to the respective carrying amount of these instruments due to their short-term maturity.

During the 6-month period ending 30 June 2024, there were no transfers of financial liabilities from level 1 to level 2, nor vice versa.

Note 14. Transactions with linked parties

No significant changes have occurred regarding related parties.

Note 15. Stock option plans for personnel and other share-based payments

No new stock option plans have been offered during the first half of 2024 to members of the Executive Committee, staff or certain service providers of Atenor.

Note 16. Events subsequent to the closing date

On 18 July, Atenor was notified by the Ministry of Finance of the Grand Duchy of Luxembourg of the exercise of the purchase option it holds on the Twist building leased to Statec, effective on 31 August 2024. The sale is expected to be completed before 31 December 2024.

A letter of intent has been signed with an investor for the sale of the Lakeside building in Warsaw, leased at over 95%; this LOI foresees the sale to be closed before 31 December 2024.

A sales agreement was concluded on 12 August with a local operator for the sale of the remaining residential project Les Grands Prés in Mons. The deed of sale is expected to be executed before 31 December 2024. No other major events are to be noted since 30 June 2024.

E. Management declaration

Stéphan Sonneville SA, CEO and Chairman of the Executive Committee, and the Members of the Executive Committee, including Caroline Vanderstraeten for Twigami SRL, CFO, acting in the name and on behalf of Atenor SA, attest that to the best of their knowledge,

  • The condensed financial statements as at 30 June 2024 were prepared in accordance with IFRS standards as adopted by the European Union and provide a true and fair view of Atenor's assets, financial situation, and profits, as well as those of the enterprises included in the consolidation2;
  • The half-year financial report contains a true reflection of the major events and the principal transactions between related parties occurring during the first six months of the financial year and their impact on the condensed financial statements, as well as a description of the main risks and uncertainties for the remaining months of the financial year (see page 5 of the present document).;
  • Continuity accounting principles are applied.

2 Affiliated companies of Atenor as defined by Article 1.20 of French Code on companies and associations

Statutory auditor's report to the Board of Directors of ATENOR SA on the review of consolidated interim financial information for the six-month period ended 30 June 2024

Introduction

We have reviewed the accompanying interim consolidated statement of financial position of ATENOR SA as of 30 June 2024 and the related interim consolidated statements of comprehensive income, cash flows and changes in equity for the six-month period then ended, as well as the explanatory notes. The Board of Directors is responsible for the preparation and presentation of this consolidated interim financial information in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union.

Battice, September 5, 2024

BDO Réviseurs d'Entreprises SRL Statutory auditor Represented by Christophe PELZER* Auditor *Acting for a company

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