Annual Report • Mar 1, 2024
Annual Report
Open in ViewerOpens in native device viewer
Regulated information
Atenor (BSE: ATEB) ended the 2023 financial year with a net loss of € -107.13m, after accounting for € 20.5m of realised impairments and € 39.8m of unrealised impairments.
Net financial expenses amounted to € 31.80m.
The solvency ratio (equity/equity + net financial indebtedness) improved to 29.9% compared to 24.0% on 31 December 2022.
Inventories evolved under the impact of ongoing construction (€ 194.34m invested in projects), disposals and impairments. On 31 December 2023, these stood at € 993.27m, compared to € 962.41m on 31 December 2022.
Consolidated shareholders' equity was € 344.31m, or € 7.87 per share, mainly in view of the net loss for the financial year and capital increases of € 183.57m (net of expenses) on 27 June and 30 November 2023.
Net debt amounted to € 807.04m, compared to € 867.48m on 31 December 2022.
As previously announced, the group gradually replaces corporate financing by project financing. Bank financing accounted for 53.64% of total net debt, compared to 34.96% on 31 December 2022 (reduction in financing from financial markets).
Despite the absence of disposals of mature projects, in view of the state of the office property investment market, the portfolio progressed over the value creation cycle. More than 190,500 m2 of floor space received the necessary planning permission for development in 2023.
On 31 December 2023, the portfolio comprised 34 projects covering 1,200,000m2 , distributed in m2 between 55% office and 39% residential (i.e. the equivalent of about 6,000 units under development).
In terms of sustainability, 2023 was a year of preparation for the reporting with which Europe's largest companies will have to comply from 2025 onwards. Atenor's sustainability report incorporates the first steps towards this demanding standard. Atenor has also maintained its title of Regional Listed Sector Leader Europe and Global Listed Sector Leader, awarded by the GRESB.
Atenor has no plans to pay any dividend for the financial year 2023 in 2024.
«Faced with the slump in the office and residential property investment market, priority was given to reducing debt and strengthening balance sheet structure. The end of 2023 and the start of 2024 bear witness to these efforts, which will continue during 2024, in an investment market which remains uncertain. The company will be able to take advantage of its buoyant position in the development of sustainable buildings by responding to demand increasingly oriented towards such buildings.»
please visit our website at www.atenor.eu and/or reach out to Stephanie Geeraerts, Corporate Communication & Investor Relations Manager [email protected]
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]
(1)Atenor has chosen French as its official language. Consequently, only the French version of the text is valid, with the English language version merely a translation of the French version.
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.
*
The figures for 2023 in the following diagram are cumulative and were drawn up on 31 December 2023. They are stated in gross above-ground surface area (m²) and only consider Atenor's share.
Acquisition: The only acquisition in 2023 was our position in the Westbourne project in London.
Planning permit applications: Several permit applications were submitted during the year, (in thousands of m²: Poland 85, Belgium 29, Netherlands 30, Portugal 8), bearing witness to the continuing evolutionary dynamics of the portfolio throughout the value creation cycle.
Building permit delivery: In 2023, after obtaining the building permit (renovation) for the "10 New Bridge Street" (the former Fleet House) office project in London, Atenor also received planning permit for the construction of Square 42 and La Cloche d'Or in Luxembourg. The last permit for City Dox ('Lot 6' Brussels) was obtained in September 2023 for the construction of 122 flats and 2,300 m² of commercial and workspace areas. The year 2023 ended with the issuance of permission for Victor Hugo in Paris and Realex in Brussels.
Launch of construction: No new construction projects were launched during 2023; 190,000 m² (offices and residences) were nevertheless under construction.
Leasing: In 2023, leases were signed for a total area of around 35,500 m², distributed mainly across Poland, Hungary, Romania and Belgium. Tenants are increasingly attracted to efficient and sustainable offices in a market where vacancies are nevertheless rising.
Sales: In June, Atenor concluded an agreement with Besix Red for a 50/50 partnership in the Wellbe project in Portugal. A second partnership was also signed with Cores Development SA for the Square 42 project in Luxembourg. Atenor also sold its entire stake in Liv' De Molens (Deinze) to 3D Real Estate, while the sale of the Roseville office building (Budapest; 16,200 m²) to a Hungarian investment fund was concluded in the last quarter.
Residential sales were recorded for City Dox (Brussels), UP-site (Bucharest), and Lake11 Home&Park (Budapest).
The macroeconomic landscape remains highly uncertain, notably influenced by international tensions.
In this context, the outlook for the property investment market, and for residential and office property in particular, continues to be influenced by interest rate trends.
Atenor's priority will continue to be the reduction of its debt through the completion of its mature projects.
5 projects are specifically in such a situation and should contribute both to a positive margin and to net debt reduction: Wellbe, Realex (Conference Centre), Twist, UP-site Bucharest and Lake 11 (phase 1), the latter two in proportion of pre-sold flats.
The portfolio contains other projects with similar characteristics, which may also be considered for sale as a function of property market trends.
Atenor remains confident that the property market will recover, notably driven by the goal of sustainability and the prospect of lower interest rates.
Atenor ended the 2023 financial year with a net consolidated loss of € -107.13m, against a net loss of € - 0.84m in 2022.
| Results | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Net consolidated result (group share) | -107,129 | -843 |
| Profit per share (in Euro)1 | -10.60 | -0.13 |
| Number of shares | 43,739,703 | 7,038,845 |
| o/w own shares | 313,434 | 313,427 |
| Balance sheet | 31/12/2023 | 31/12/2022 |
| Total assets | 1,328,704 | 1,275,473 |
| Cash position at the end of the period | 47,506 | 25,168 |
| Net financial indebtedness (-) | -807,037 | -867,477 |
| Total consolidated equity | 344,308 | 273,618 |
1 Taking into account the weighted average number of shares held during the year (see page 6, Earnings per share). The result per share amounted to € -2.45 if we consider the total number of shares of 43,739,703.
Revenue from ordinary activities amounted to € 89.47m on 31 December 2023. These mainly consisted of (a) revenues from the sale of flats in residential projects (City Dox and Twist) amounting to a total of € 32.98m, (b) revenues from pre-sales of the Au Fil des Grands Prés project (offices; € 12,41m), (c) revenues from the sale of the Roseville office project in Budapest (€ 33.21m), as well as (d) rental income from @Expo (Bucharest), Nysdam (La Hulpe), Arena Business Campus A (Budapest), University Business Center II, and Fort 7 (Warsaw) buildings, amounting to € 5.87m.
Other operating income (€ 17.07m) includes the result of the sales of 50% of the stakes in Tage Une Fois, Square 42, Markizaat and De Molens (€ 6.19m) and the reinvoicing of the fit-out works in the sold projects (Vaci Greens E and Roseville) and in rented projects, as well as other rental charges (€ 9.94m).
Net operating income amounted to € -64.13m, compared to € 19.46m in 2022. This was predominantly influenced, on one hand, by the net result of the sales of the stakes mentioned above (€ 5.45m), by the sale of the various flats in residential projects, as mentioned above (total of € 4.66m), from the results of pre-sales of office buildings in the Roseville (capital loss) and Au Fil des Grands Prés (capital gain) projects for a total of € -2.10m, as well as rental income, net of charges, from the @Expo, Nysdam, Arena Business Campus A, Lakeside and Fort 7 buildings (total of € 2.99m) and on the other hand by, write-downs recorded in view of the market conditions encountered in 5 projects (€ -55.87m) and to various corporate costs and property allowances (€ -13.33m).
The loss (group share) from equity-accounted investments in associates (€ -8.43m) is mainly due to current expenses, local taxes (property taxes) and non-capitalized financial expenses.
Net financial income amounted to € -31.80m, compared to € -16.17m in 2022. The increase in net financial expenses was mainly due to the increase in the Group's average net debt, which fell slightly (€ - 60.44m compared to 2022), mitigated by IAS 23 capitalizations, which were stable compared to 2022 (€ + 0.54m) relating to the developments in progress.
Taxes: This item amounted to € -3.32 m (compared to € -1.36m in 2022) and mainly consisted of current tax and deferred tax liabilities relating to the City Dox, Twist and @Expo projects (total of € -1.40m), as well as a reversal of deferred tax assets of Atenor and Tage Deux Fois (€ -1.53m).
Considering the preceding factors, the group net profit for the financial year amounted to € -107.13m, compared to € -0.84m in 2022.
Consolidated shareholders' equity amounted to € 344.31m, compared to € 273.62m at 31 December 2022, with an increase of € 70.69m compared to 31 December 2022, notably due to capital increases (€ +183.57m) net of expenses, offset by the loss for the period (€ -107.13m).
On 31 December 2023, net consolidated financial indebtedness (excluding available cash) amounted to € 807.04m, compared to a net consolidated indebtedness of € 867.48m on 31 December 2022.
Consolidated indebtedness consisted, on the one hand, of a long-term debt of € 450.81m and, on the other, of short-term debt of € 407.73m. Available cash amounted to € 47.51m, compared to € 25.17m at end-2022.
The "properties held for sale" classified under "Inventories" represented property projects in the portfolio and under development. This item amounted to € 993.27m, with an increase of € 30.87m relative to 31 December 2022 (€ 962.41m).
This net variation resulted primarily from: (a) the continuation of the works and studies of the Bakerstreet, Lake 11, Roseville (Budapest), @Expo, UP- site (Bucharest), Lakeside (Warsaw), Am Wehrharhn, Pulsar (Düsseldorf), Well'be (Lisbon), Twist (Luxembourg), City Dox, Realex (Brussels), Au Fil des Grands Prés (Mons), NBS10 (London) and Victor Hugo (Paris) projects for a total of € 185.81m; (b) the sale of flats in the City Dox and Twist projects, and sales of the Roseville and Au Fil des Grands Prés office properties, which reduced inventories by € 68.38m; (c) the exit of the WellBe and Square 42 projects from inventories following equity accounting for the Tage Une Fois and Square 42 development shareholdings (€ -57.48m); and (d) impairment losses of € 55.87m on 5 projects in Germany and Central Europe, due to changes in the property investment market in these countries, with an uncertain impact on short-and medium-term yields. Conversion differences relating to the projects in Central Europe had an upward impact on inventories of € 13.92m; lastly, the balance of the net change in this item (€ 12.87m) was distributed over other projects under development.
As already announced, Atenor is gradually and partially replacing financing in the financial markets (CP and EMTN) by project financing.
The completion of its capital increase also contributed to reducing Group consolidated debt.
The weighted average interest rate of Atenor consolidated debt was 4.39% (v. 2.58% in 2022).
In general and in permanent fashion, the Board of Directors is attentive to the analysis and management of the various risks and uncertainties confronting Atenor and its subsidiaries.
On 31 December 2023, Atenor was faced with the general risk of geopolitical developments and the implications of these for the level of interest rates and activity in the property investment sector.
Treasury stock acquired in the first half of the financial year 2023 was immediately sold for partial payment of the directors' fees, in the form of company shares.
On 31 December 2023, Atenor Group Investments SA held 163,427 Atenor shares.
The number of Atenor shares held on that same date by the subsidiary Atenor Long Term Growth was 150,000 (unchanged situation from December 2022). These shares are intended for use in the share option plans (2019 to 2022) allocated to Atenor staff and to some of its service providers.
Ordinary General Meeting 2023 26 April 2024 Interim declaration for the first quarter of 2024 23 May 2024 Half-yearly results 2024 5 September 2024 Interim declaration for the third quarter of 2024 13 November 2024 General Meeting 2024 25 April 2025
For more detailed information, please contact Stephanie Geeraerts (for Thibrox BV), Corporate Communication & Investor Relations Manager.
Tel: +32 (2) 387.22.99 e-mail: [email protected] www.atenor.eu
| In thousands of EUR | |||
|---|---|---|---|
| Notes | 2023 | 2022 | |
| Operating revenue | 89.474 | 41.008 | |
| Turnover | 82.668 | 34.991 | |
| Property rental income | 6.806 | 6.017 | |
| Other operating income | 17.073 | 21.278 | |
| Gain (loss) on disposals of financial assets | 6.190 | 13.091 | |
| Other operating income | 10.912 | 8.188 | |
| Gain (loss) on disposals of non-financial assets | -29 | -1 | |
| Operating expenses (-) | -170.675 | -42.823 | |
| Raw materials and consumables used (-) | -161.697 | -155.462 | |
| Changes in inventories of finished goods and work in progress | 125.613 | 173.229 | |
| Employee expenses (-) | -5.604 | -5.430 | |
| Depreciation and amortization (-) | 8 | -1.035 | -869 |
| Impairments (-) | 1 1 |
-56.458 | 5.345 |
| Other operating expenses (-) | -71.494 | -59.636 | |
| RESULT FROM OPERATING ACTIVITIES - EBIT | -64.128 | 19.463 | |
| Financial expenses (-) | -37.620 | -18.555 | |
| Financial income | 5.815 | 2.386 | |
| Share of profit (loss) from investments consolidated by the equity method | 1 0 |
-8.432 | -3.016 |
| PROFIT (LOSS) BEFORE TAX | -104.365 | 278 | |
| Income tax expense (income) (-) | 5 | -3.321 | -1.357 |
| PROFIT (LOSS) AFTER TAX | -107.686 | -1.079 | |
| Post-tax profit (loss) of discontinued operations | 0 | 0 | |
| PROFIT (LOSS) OF THE PERIOD | -107.686 | -1.079 | |
| Non controlling interests | -557 | -236 | |
| Group profit (loss) | -107.129 | -843 | |
| EARNINGS PER SHARE | EUR | ||
| 2023 | 2022 | ||
| Total number of issued shares | 43.739.703 | 7.038.845 | |
| of which own shares | 313.434 | 313.427 | |
| Weighted average number of shares (excluding own shares) | 10.107.697 | 6.725.086 | |
| Basic earnings per share | -10,60 | -0,13 | |
| Diluted earnings per share Proposal of gross dividend per share |
-10,60 | -0,13 2,67 |
|
| Other elements of the overall profit and losses | In thousands of EUR | ||
| 2023 | 2022 | ||
| Group share result | -107.129 | -843 | |
| Items not to be reclassified to profit or loss in subsequent periods : | |||
| Employee benefits | -116 | 667 | |
| Items to be reclassified to profit or loss in subsequent periods : | |||
| Translation adjusments(*) | 13.583 | -10.489 | |
| Cash flow hedge | 1 3 |
-252 | 554 |
| Overall total results of the group | -93.914 | -10.111 | |
| Overall profits and losses of the period attributable to third parties | -557 | -236 |
(*) Please refer to the Consolidated Statement of Changes in Equity - page 9.
| In thousands of EUR | |||
|---|---|---|---|
| Notes | 31.12.2023 | 31.12.2022 | |
| NON-CURRENT ASSETS | 243.715 | 237.510 | |
| Property, plant and equipment | 8 | 10.199 | 8.981 |
| Investment properties | 9 | 21.514 | 21.482 |
| Intangible assets | 178 | 223 | |
| Investments consolidated by the equity method | 1 0 | 69.050 | 83.380 |
| Deferred tax assets | 2.041 | 3.670 | |
| Other non-current financial assets | 1 2 | 140.733 | 97.248 |
| Non-current trade and other receivables | 1 2 | 0 | 22.526 |
| CURRENT ASSETS | 1.084.989 | 1.037.963 | |
| Inventories | 1 1 | 993.273 | 962.407 |
| Other current financial assets | 1 2 | 1.924 | 337 |
| Derivatives | 118 | ||
| Current tax receivables | 588 | 1.182 | |
| Current trade and other receivables | 30.802 | 39.040 | |
| Current loans payments | 1 1 | 103 | |
| Cash and cash equivalents | 1 2 | 45.676 | 25.093 |
| Other current assets | 12.597 | 9.801 | |
| TOTAL ASSETS | 1.328.704 | 1.275.473 | |
| LIABILITIES AND EQUITY |
| In thousands of EUR | |||
|---|---|---|---|
| 31.12.2023 | 31.12.2022 | ||
| Operating activities | |||
| - Net result (group share) | -107.129 | -843 | |
| - Result of non controlling interests | -557 | -237 | |
| - Result of Equity method Cies | 1 0 |
8.432 | 3.016 |
| - Interest charges | 34.360 | 16.556 | |
| - Interest incomes | -5.759 | -2.370 | |
| - Income tax expense | 5 | 1.883 | 1.445 |
| Result for the year | -68.770 | 17.567 | |
| - Depreciation | 8 | 1.035 | 869 |
| - Amortisation and impairment | 56.060 | 579 | |
| - Translation adjustments | 1.827 | 171 | |
| - Fair value adjustments | 9 | 399 | -5.924 |
| - Provisions | 1.535 | -6.265 | |
| - Deferred taxes | 5 | 1.438 | -87 |
| - (Profit)/Loss on disposal of fixed assets | -6.154 | -13.090 | |
| Adjustments for non cash items | 56.140 | -23.747 | |
| - Variation of inventories | -130.359 | -177.554 | |
| - Variation of trade and other amounts receivables | 16.625 | 10.104 | |
| - Variation of trade payables | 21.206 | 7.365 | |
| - Variation of amounts payable regarding wage taxes | 7 3 |
-406 | |
| - Variation of other receivables and payables | 1.455 | 7.258 | |
| Net variation on working capital | -91.000 | -153.233 | |
| - Interests received | 5.759 | 2.370 | |
| - Income tax paid | -2.439 | -5.289 | |
| - Income tax received | 657 | 3.146 | |
| Cash from operating activities (+/-) | -99.653 | -159.186 | |
| Investment activities | |||
| - Acquisitions of intangible and tangible fixed assets | -825 -1.805 |
-1.166 -1.814 |
|
| - Acquisitions of financial investments | -22.528 | -10.190 | |
| - New loans | |||
| Subtotal of acquired investments | -25.158 3 |
-13.170 0 |
|
| - Disposals of intangible and tangible fixed assets | 17.516 | 17.011 | |
| - Disposals of financial investments - Reimbursement of loans |
26.222 | 483 | |
| Subtotal of disinvestments Cash from investment activities (+/-) |
43.741 18.583 |
17.494 4.324 |
|
| Financial activities | |||
| - Increases in capital | 7 | 175.633 | |
| - Treasury shares | -7 | ||
| - New borrowings | 324.052 | 212.364 | |
| - Repayment of borrowings | -350.400 | -90.760 | |
| - Interests paid | -34.701 | -14.188 | |
| - Dividends paid to company's shareholders | 6 | -10.011 | -17.078 |
| - Directors' entitlements | -410 | -410 | |
| Cash from financial activities (+/-) | 104.156 | 89.928 | |
| Net cash variation | 23.086 | -64.934 | |
| - Cash and cash equivalent at the beginning of the year | 25.168 | 92.116 | |
| - Net variation in cash and cash equivalent | 23.086 | -64.934 | |
| - Effect of exchange rate changes | -748 | -2.014 | |
| - Cash and cash equivalent at end of the year | 1 2 |
47.506 | 25.168 |
| Notes | Issued capital | Share issue premium |
Hedging reserves |
Own shares | Consolidated reserves |
IAS 19R reserves |
Cumulative translation adjusments |
Minority interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | ||||||||||
| Balance as of 01.01.2022 | 72.039 | 61.582 | -184 | -15.073 | 194.743 | -1.009 | -13.535 | 2.480 | 301.043 | |
| Profit/loss of the period Other elements of the overall results (1) |
- - |
- - |
- 554 |
- - |
-843 - |
- 667 |
- -10.489 |
-236 - |
-1.079 -9.268 |
|
| Total comprehensive income | - | 554 | - | -843 | 667 | -10.489 | -236 | -10.347 | ||
| Paid dividends | 6 | - | - | - | - | -17.078 | - | - | - | -17.078 |
| Balance as of 31.12.2022 | 72.039 | 61.582 | 370 | -15.073 | 176.822 | -342 | -24.024 | 2.244 | 273.618 | |
| 2023 | ||||||||||
| 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 Other elements of the overall results (1) |
- - |
- - |
- -252 |
- - |
-107.129 - |
- -116 |
- 13.583 |
-557 - |
-107.686 13.215 |
|
| Résultat global total | - | -252 | - | -107.129 | -116 | 13.583 | -557 | -94.471 | ||
| Capital increase Costs of capital increase Dividends Others |
7 6 |
185.525 - - - |
3.987 -5.940 - - |
- - - - |
- - - - |
- - -17.950 |
- - - - |
- - - - |
- - - -461 |
189.512 -5.940 -17.950 -461 |
| Balance as of 31.12.2023 | 257.564 | 59.629 | 118 | -15.073 | 51.743 | -458 | -10.441 | 1.226 | 344.308 | |
| (1) The Group owns Hungarian, Romanian, |
Polish | and UK subsidiaries, which selected local currency as their operating currency in each of the countries. The positive |
(1) The Group owns Hungarian, Romanian, Polish and UK subsidiaries, which selected local currency as their operating currency in each of the countries. The positive conversion differences recorded for the period in equity are essentially due to the improvement in the Forint (€ 6.94m) and the Zloty (€ 7.05m) against the Euro.
The consolidated financial statements of the Group on 31 December 2023, including the annual report, containing all of the financial statements and attached notes, were adopted by the Board of Directors on 29 February 2024.
The Group prepared its interim financial statements on the basis of property development activities as a going concern, using the value-creation cycle usually described and covering an identical territory of the 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, as a function of opportunities and particular circumstances.
During the 2023 fiscal year, disruptions in the financial and banking sectors emerged internationally, further prolonging the wait-and-see approach adopted by investors. The combination of high debt levels and rising interest rates resulted in a significant increase in the company's financial expenses.
In this context of the year 2023, Atenor concluded several transactions and took several measures, notably:
The macroeconomic landscape of 2024 still presents a high degree of uncertainty, influenced notably by international tensions. In this context, the outlook for the real estate investment market, particularly residential and office properties, remains influenced by interest rate developments. Atenor's priority will continue to be debt reduction through the completion of its mature projects, specifically: Wellbe, Realex (Conference Center), Twist, UP-site Bucharest, and Lake 11 (phase 1), which will contribute both to a positive margin and to net debt reduction.
The group maintains 18-month cash flow forecasts at all times and ensures that it has sufficient liquidity to carry out its operations, taking certain assumptions into account.
The planned conclusion by 31 December 2024 of operations already in progress on 31 December 2023 will entail a substantial reduction in the Group's net debt relative to the position on 31 December 2023.
In this context, Atenor has conducted several sensitivity analyses, taking into account the assumptions and uncertainties mentioned above, in order to consider potential scenarios with a negative impact on cash flow. To date, Atenor believes that all envisaged measures should be sufficient to mitigate the potential negative impacts.
Lastly, particular attention is paid to compliance with the covenants negotiated with two banks during 2023. Several covenants were tested for the first time on the basis of the financial statements drawn up on 31 December 2023, and others on 30 June 2024. Given the foreseeable evolution of activities, cash flow forecasts lead to compliance with said covenants.
For both short- and medium-term cash management, the Group also relies on a network of banking relationships maintained with several banks.
The consolidated financial statements on 31 December 2023 were prepared in accordance with the IFRS (International Financial Reporting Standards) standards, as adopted by the European Union.
Atenor did not apply any new IFRS provisions in advance that had not entered into effect in 2023 and did not apply any European exceptions to IFRS.
The new IFRS standards and IFRIC interpretations and the amendments to the old standards and interpretations, which applied for the first time in 2023, did not have a significant direct impact on the figures reported by Atenor.
The assessment rules adopted for the preparation of the consolidated financial situation on 31 December 2023 were unchanged relative to the rules followed for the preparation of the annual report on 31 December 2022.
The conflict in Ukraine did not influence valuation rules. Atenor has no property developments in Russia or Belarus and is not involved in any professional activity in either of these countries. Atenor is compliant with the international sanctions imposed on these countries.
The valuation of assets was conducted on the basis of market information, with a view to assessing portfolio projects that could potentially be subject to impairment on 31 December 2023.
With regard to the prospects and estimates of future impacts, please refer to the comments on page 3.
The new IFRS standards and IFRIC interpretations and the amendments to the old standards and interpretations, which applied for the first time in 2023, did not have a significant direct impact on the figures reported by the Company.
Atenor did not apply early adoption of these new or amended standards and interpretations.
The "Pillar 2" Directive (minimum taxation of the OECD international tax reform), as transposed into Belgian law in the 2024 Finance Act, does not apply to Atenor, as the group does not meet the minimum threshold (Consolidated revenue: €750 million).
The value creation cycle of property projects of Atenor may be summarised in six major phases: acquisition, development and permit application, permit monitoring and approval, construction, leasing, and sales. The length and process of these phases are neither similar nor comparable from one project to another.
Monitoring the schedule and projected profitability of each project is subject to communication and internal control procedures carried out at each stage by an ad hoc operational committee for each project.
A weekly Executive Committee meeting is held to provide a comprehensive overview of the group's activities and to take any necessary measures within its scope of authority.
Segment information is prepared, both for internal reporting and external disclosure, for a single activity sector, i.e. property development projects (office and residential buildings, the retail activity being accessory to the first two mentioned). This activity is presented, managed and monitored on a project-by-project basis. The various project committees, the Executive Committee and the Board of Directors are responsible for monitoring the various projects and four assessing their performances.
Based on the location of the projects, however, two geographical segments are 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, there is Central Europe, covering Poland, Hungary and Romania.
The Atenor activity report provides more detailed information regarding the results and purchases and sales during the period under review.
In thousands of EUR
| In thousands of EUR | 31.12.2023 | 31.12.2022 | ||||
|---|---|---|---|---|---|---|
| Western Central |
Western | Central | ||||
| Europe | Europe | Total | Europe | Europe | Total | |
| Operating revenue | 51.249 | 38.225 | 89.474 | 36.114 | 4.894 | 41.008 |
| Turnover | 49.144 | 33.524 | 82.668 | 33.082 | 1.909 | 34.991 |
| Property rental income | 2.105 | 4.701 | 6.806 | 3.032 | 2.985 | 6.017 |
| Other operating income | 7.656 | 9.417 | 17.073 | 16.155 | 5.123 | 21.278 |
| Gain (loss) on disposals of financial assets | 6.190 | 6.190 | 13.091 | 13.091 | ||
| Other operating income | 1.469 | 9.443 | 10.912 | 3.065 | 5.123 | 8.188 |
| Gain (loss) on disposals of non-financial assets | -3 | -26 | -29 | -1 | -1 | |
| Operating expenses (-) | -91.649 | -79.026 | -170.675 | -35.200 | -7.623 | -42.823 |
| Raw materials and consumables used (-) | -70.588 | -91.109 | -161.697 | -67.041 | -88.421 | -155.462 |
| Changes in inventories of finished goods and work in | ||||||
| progress | 57.813 | 67.800 | 125.613 | 76.610 | 96.619 | 173.229 |
| Employee expenses (-) | -4.668 | -936 | -5.604 | -4.625 | -805 | -5.430 |
| Depreciation and amortization (-) | -757 | -278 | -1.035 | -673 | -196 | -869 |
| Impairments (-) | -26.224 | -30.234 | -56.458 | 5.411 | -66 | 5.345 |
| Other operating expenses (-) | -47.225 | -24.269 | -71.494 | -44.882 | -14.754 | -59.636 |
| RESULT FROM OPERATING ACTIVITIES - EBIT | -32.744 | -31.384 | -64.128 | 17.069 | 2.394 | 19.463 |
| Financial expenses (-) | -39.606 | 1.986 | -37.620 | -21.859 | 3.304 | -18.555 |
| Financial income | 5.401 | 414 | 5.815 | 2.353 | 3 3 |
2.386 |
| Share of profit (loss) from investments consolidated | ||||||
| by the equity method | -8.432 | -8.432 | -3.016 | -3.016 | ||
| PROFIT (LOSS) BEFORE TAX | -75.381 | -28.984 | -104.365 | -5.453 | 5.731 | 278 |
| Income tax expense (income) (-) | -3.104 | -217 | -3.321 | -1.304 | -53 | -1.357 |
| PROFIT (LOSS) AFTER TAX | -78.485 | -29.201 | -107.686 | -6.757 | 5.678 | -1.079 |
| Post-tax profit (loss) of discontinued operations | ||||||
| PROFIT (LOSS) OF THE PERIOD | -78.485 | -29.201 | -107.686 | -6.757 | 5.678 | -1.079 |
| Intercompany elimination | 15.715 | -15.715 | 0 | 4.866 | -4.866 | 0 |
| CONSOLIDATED RESULT | -62.770 | -44.916 | -107.686 | -1.891 | 812 | -1.079 |
| Overall profits and losses of the period attributable | ||||||
| to third parties | -557 | -557 | -236 | -236 | ||
| Group share result | -62.213 | -44.916 | -107.129 | -1.655 | 812 | -843 |
| 31.12.2023 | 31.12.2022 | |||||
|---|---|---|---|---|---|---|
| Western | Central | Western | Central | |||
| In thousands of EUR | Europe | Europe | Total | Europe | Europe | Total |
| ASSETS | ||||||
| NON-CURRENT ASSETS | 241.347 | 2.368 | 243.715 | 236.912 | 598 | 237.510 |
| Property, plant and equipment | 8.113 | 2.086 | 10.199 | 8.560 | 421 | 8.981 |
| Investment properties | 21.514 | 21.514 | 21.482 | 21.482 | ||
| Intangible assets | 8 2 |
9 6 |
178 | 119 | 104 | 223 |
| Investments consolidated by the equity | ||||||
| method | 69.050 | 69.050 | 83.380 | 83.380 | ||
| Deferred tax assets | 2.041 | 2.041 | 3.670 | 3.670 | ||
| Other non-current financial assets | 140.547 | 186 | 140.733 | 97.175 | 7 3 |
97.248 |
| Non-current trade and other receivables | 0 | 22.526 | 22.526 | |||
| CURRENT ASSETS | 635.103 | 449.886 | 1.084.871 | 660.505 | 377.458 | 1.037.963 |
| Inventories | 588.967 | 404.306 | 993.273 | 612.039 | 350.368 | 962.407 |
| Other current financial assets | 1.924 | 1.924 | 337 | 337 | ||
| Current tax receivables | 544 | 4 4 |
588 | 608 | 574 | 1.182 |
| Current trade and other receivables | 24.402 | 6.400 | 30.802 | 32.828 | 6.212 | 39.040 |
| Current loans payments | 1 1 |
1 1 |
103 | 103 | ||
| Cash and cash equivalents | 12.359 | 33.317 | 45.676 | 9.318 | 15.775 | 25.093 |
| Other current assets | 6.896 | 5.701 | 12.597 | 5.272 | 4.529 | 9.801 |
| TOTAL ASSETS | 876.450 | 452.254 | 1.328.586 | 897.417 | 378.056 | 1.275.473 |
| TOTAL EQUITY | 397.910 | -53.602 | 344.308 | 289.586 | -15.968 | 273.618 |
|---|---|---|---|---|---|---|
| Group shareholders' equity | 396.684 | -53.602 | 343.082 | 287.341 | -15.968 | 271.373 |
| Issued capital | 317.193 | 317.193 | 133.621 | 133.621 | ||
| Reserves | 94.564 | -53.602 | 40.962 | 168.793 | -15.968 | 152.825 |
| Treasury shares (-) | -15.073 | -15.073 | -15.073 | -15.073 | ||
| Non controlling interest | 1.226 | 1.226 | 2.245 | 2.245 | ||
| Non-current liabilities | 458.181 | 12.036 | 470.217 | 525.595 | 20.548 | 546.143 |
| Non-current interest bearing borrowings | 442.542 | 8.266 | 450.808 | 514.119 | 19.560 | 533.679 |
| Non-current provisions | 8.142 | 2.071 | 10.213 | 5.263 | 5.263 | |
| Pension obligation | 565 | 565 | 442 | 442 | ||
| Derivatives | 0 | -370 | -370 | |||
| Deferred tax liabilities | 920 | 920 | 945 | 945 | ||
| Non-current trade and other payables | 6.006 | 6.006 | 4.797 | 4.797 | ||
| Other non-current liabilities | 6 | 1.699 | 1.705 | 2 9 |
1.358 | 1.387 |
| Current liabilities | 20.359 | 493.820 | 514.179 | 82.236 | 373.476 | 455.712 |
| Current interest bearing debts | 363.599 | 40.136 | 403.735 | 357.516 | 1.449 | 358.965 |
| Current provisions | 4.227 | 3.714 | 7.941 | 3.953 | 3.748 | 7.701 |
| Deferred tax liabilities | 2.814 | 140 | 2.954 | 3.467 | 2 1 |
3.488 |
| Current trade and other payables | 47.294 | 39.592 | 86.886 | 38.058 | 36.040 | 74.098 |
| Other current liabilities | 10.452 | 2.211 | 12.663 | 10.484 | 976 | 11.460 |
| Intercompany elimination / not allocated | -408.027 | 408.027 | -331.242 | 331.242 | ||
| TOTAL EQUITIES AND LIABILITIES | 876.450 | 452.254 | 1.328.704 | 897.417 | 378.056 | 1.275.473 |
| In thousands of EUR | 31.12.2023 | 31.12.2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| Europe | Europe | Inter | Europe | Europe | Inter | |||
| Occidentale | Centrale | Segment | Total | Occidentale | Centrale | Segment | Total | |
| Operating activities | ||||||||
| - Net income (group share) | -62.213 | -44.916 | -107.129 | -1.654 | 811 | -843 | ||
| - Result of non controlling interests | -557 | -557 | -237 | -237 | ||||
| - Result of Equity method Cies | 8.432 | 8.432 | 3.016 | 3.016 | ||||
| - Interest charges | 37.148 | 12.063 | -14.851 | 34.360 | 20.218 | 364 | -4.026 | 16.556 |
| - Interest incomes | -19.977 | -633 | 14.851 | -5.759 | -6.248 | -148 | 4.026 | -2.370 |
| - Income tax expense | 1.665 | 218 | 1.883 | 1.392 | 5 3 |
1.445 | ||
| Result for the period | -35.502 | -33.268 | 0 | -68.770 | 16.487 | 1.080 | 0 | 17.567 |
| - Depreciations | 757 | 278 | 1.035 | 673 | 196 | 869 | ||
| - Impairment losses | 25.826 | 30.234 | 56.060 | 513 | 6 6 |
579 | ||
| - Unrealised foreign exchange gains/(losses) | -62 | 1.889 | 1.827 | 2 0 |
151 | 171 | ||
| - Fair value adjustments | 399 | 399 | -5.924 | -5.924 | ||||
| - Provisions (Increases / Reversals) - Deferred taxes (Increases / Reversals) |
-342 | 1.877 | 1.535 | -1.641 | -4.624 | -6.265 | ||
| - (Profit)/Loss on disposal of fixed assets | 1.438 -6.180 |
2 6 |
1.438 -6.154 |
-87 -13.090 |
-87 -13.090 |
|||
| Adjustments for non cash items | 21.836 | 34.304 | 0 | 56.140 | -19.536 | -4.211 | 0 | -23.747 |
| - Variation of inventories | -59.585 | -70.774 | -130.359 | -78.696 | -98.858 | -177.554 | ||
| - Variation of trade and other amounts receivables | 16.428 | 6.033 | -5.836 | 16.625 | 10.905 | 6.369 | -7.170 | 10.104 |
| - Variation of trade payables | 17.693 | -2.323 | 5.836 | 21.206 | -17.245 | 17.440 | 7.170 | 7.365 |
| - Variation of amounts payable regarding wage taxes | 4 7 |
2 6 |
7 3 |
-375 | -31 | -406 | ||
| - Variation of other receivables and payables | -4.132 | 5.587 | 1.455 | 9.772 | -2.514 | 7.258 | ||
| Net variation on working capital | -29.549 | -61.451 | 0 | -91.000 | -75.639 | -77.594 | 0 | -153.233 |
| - Interests received | 19.976 | 634 | -14.851 | 5.759 | 6.248 | 148 | -4.026 | 2.370 |
| - Income tax (paid) paid | -2.329 | -110 | -2.439 | -2.065 | -3.224 | -5.289 | ||
| - Income tax (paid) received | 85 | 572 | 657 | 2.969 | 177 | 3.146 | ||
| Cash from operating activities (+/-) | -25.483 | -59.319 | -14.851 | -99.653 | -71.536 | -83.624 | -4.026 | -159.186 |
| Investment activities | ||||||||
| - Acquisitions of intangible and tangible fixed assets | -706 | -119 | -825 | -1.041 | -125 | -1.166 | ||
| - Acquisitions of financial investments | -1.805 | -1.805 | -1.814 | -1.814 | ||||
| - New loans | -89.446 | -145 | 67.063 | -22.528 | -97.863 | -2 | 87.675 | -10.190 |
| Subtotal of acquired investments | -91.957 | -2.094 | 67.063 | -25.158 | -100.718 | -127 | 87.675 | -13.170 |
| - Disposals of intangible and tangible fixed assets | 1 | 2 | 3 | 0 | 0 | |||
| - Disposals of financial investments | 17.516 | 17.516 | 17.011 | 17.011 | ||||
| - Reimbursement of loans | 26.188 | 34 | 26.222 | 482 | 1 | 483 | ||
| Subtotal of disinvestments | 43.705 | 3 6 |
0 | 43.741 | 17.493 | 1 | 0 | 17.494 |
| Cash from investment activities (+/-) | -48.252 | -2.058 | 67.063 | 18.583 | -83.225 | -126 | 87.675 | 4.324 |
| Financial activities | ||||||||
| - Increase in capital | 175.633 | 1.925 | 0 | 177.558 | 2.704 | 442 | 0 | 0 |
| - Subcription by the group | -1.925 | 0 | 0 | -1.925 | -3.146 | 0 | 0 | 0 |
| - Treasury shares | -7 | -7 | 0 | 0 | ||||
| - New borrowings | 297.433 | 93.682 | -67.063 | 324.052 | 209.386 | 90.653 | -87.675 | 212.364 |
| - Repayment of borrowings | -349.161 | -1.239 | -350.400 | -89.844 | -916 | -90.760 | ||
| - Interests paid | -37.614 | -11.938 | 14.851 | -34.701 | -18.000 | -214 | 4.026 | -14.188 |
| - Paids dividends | -4.418 | -5.593 | -10.011 | -17.078 | -17.078 | |||
| - Directors' entitlements | -410 | -410 | -410 | -410 | ||||
| Cash from financial activities (+/-) | 79.531 | 76.837 | -52.212 | 104.156 | 83.612 | 89.965 | -83.649 | 89.928 |
| Net variation ot the period | 5.796 | 15.460 | 0 | 23.086 | -71.149 | 6.215 | 0 | -64.934 |
| - Cash and cash equivalent at the beginning of the year | 9.393 | 15.775 | 25.168 | 81.994 | 10.122 | 92.116 | ||
| - Net variation in cash and cash equivalent | 5.796 | 15.460 | 0 | 21.256 | -71.149 | 6.215 | 0 | -64.934 |
| - Effect of exchange rate changes | -1.000 | 252 | -748 | -1.452 | -562 | -2.014 | ||
| - Cash and cash equivalent at end of the year | 14.189 | 31.487 | 0 | 45.676 | 9.393 | 15.775 | 0 | 25.168 |
| In thousands of EUR | ||
|---|---|---|
| I. Income tax expense / Income - current and deferred | 2023 | 2022 |
| Income tax expense / Income - current | ||
| Current period tax expense | -1.759 | -1.475 |
| -1.759 | -1.475 | |
| Adjustments to tax expense/income of prior periods | -124 | 3 1 |
| Total current tax expense, net | -1.883 | -1.444 |
| Income tax expense / Income - Deferred | ||
| Related to the current period | 6 7 |
-357 |
| Related to tax losses | -1.505 | 444 |
| Total deferred tax expense | -1.438 | 8 7 |
| Total current and deferred tax expense | -3.321 | -1.357 |
Tax expenses amounted to € - 3.32m (against € - 1.36m in 2022). This item consisted of current taxes (€ - 1.88m), mainly relating to the City Dox and @Expo projects, and deferred taxes (€ - 1.44m), relating to the reversal of the DTAs of Atenor and Tage Deux Fois, in view of the uncertainties regarding the use of their losses carried forward.
| In thousands of EUR | ||
|---|---|---|
| 2023 | 2022 | |
| Dividends on ordinary shares declared and paid during the period: | 10.011 | 17.078 |
As a reminder, the total gross dividend (excluding treasury shares) approved by the General Meeting of 28 April 2023 amounted to € 17.95m.
60.35% of Atenor shareholders opted for the creation of new shares (optional dividend). See note 7 below. Atenor does not pay interim dividends.
The Annual General Meeting of 28 April 2023 decided to propose an optional dividend for the 2022 financial year. Shareholders were given the opportunity during the period from 7 June 2023 to 20 June 2023 (inclusive) to opt for the issuance of new shares in exchange for their claim to the net dividend of € 1.869.
60.35% of shareholders opted for the dividend in shares. As such, Atenor's share capital was increased by € 7.94m (including the share premium) through the issuance of 386,165 new shares.
A second capital increase of € 181.57m carried out on 30 November 2023, raised Atenor's share capital to € 257,563,853.72, represented by 43,739,703 shares. The associated costs (€ 5.94m) were allocated under the "share premium" heading in the consolidated financial statements.
On 31 December 2023, the shareholding structure was as follows:
| Of which shares | ||||
|---|---|---|---|---|
| forming part of the | ||||
| Number of shares | Holdings in % | joined shareholding | Holdings in % | |
| ALVA SA (1) | 764.611 | 1,75 | 521.437 | 1,19 |
| LUXEMPART SA (1) | 6.819.439 | 15,59 | 6.819.439 | 15,59 |
| 3D NV (1) | 13.157.350 | 30,08 | 13.157.350 | 30,08 |
| FORATENOR SA (1) | 4.767.744 | 10,90 | 4.767.744 | 10,90 |
| Stéphan SONNEVILLE SA(1)(2) & consorts | 1.621.624 | 3,71 | 1.109.624 | 2,54 |
| Midelco NV | 2.000.000 | 4,57 | ||
| Lintrust NV | 300.000 | 0,69 | ||
| Vandewiele Group NV | 2.000.000 | 4,57 | ||
| Subtotal | 31.430.768 | 71,86 | 26.375.594 | 60,30 |
| Own shares | 7 | 0,00 | ||
| Treasury shares | 313.427 | 0,72 | ||
| Public | 11.995.501 | 27,42 | ||
| Total | 43.739.703 | 100,00 |
(1) Signatories of the Shareholders' Agreement
(2) Managing Director, company controlled by Mr. Stéphan Sonneville
The movements in treasury stock were as follows:
| Amount | Number of own | |
|---|---|---|
| Movements in own and treasury shares | (in thousands of EUR) | shares |
| On 01.01.2023 (average price : € 48.09 per share) | 15.073 | 313.427 |
| Movements during the period: | ||
| - acquisitions | 112 | 2.450 |
| - sales | -112 | -2.443 |
| On 31.12.2023 (average price : € 48.09 per share) (1) | 15.073 | 313.434 |
On 31 December 2023, Atenor SA held 7 shares of Treasury stock.
The Atenor Group Investments (AGI) and Atenor Long Term Growth (ALTG) subsidiaries still hold 163,427 and 150,000 shares in Atenor respectively (situation unchanged from 31/12/2022).
The shares held by Atenor Long Term Growth aim to enhance the ALTG (2019 to 2022) stock option plans allocated to Atenor staff and to some of its service providers.
The shares acquired during the first half-year were acquired and immediately sold as partial payment for remuneration in the form of company shares, with 7 shares remaining.
The line "Tangible assets" amounted to € 10.2m for 2023, against € 8.98m on 31/12/2022. This included the group's furnishings and vehicles, fixtures and improvements made to rented properties and the rights of use of the rented properties (IFRS 16).
Investments during the period amount to € 2.22m, of which € 1.83m in leasehold rights following the new lease agreement signed for the offices of our subsidiary, Atenor Hungary.
Depreciation for the year amounted to € 0.98m (of which €92,000 relates to the recognized right-of-use in 2023), against € 0.85m in 2022. No impairment loss was recognised.
This item includes the Nysdam building in La Hulpe. This building is currently leased at a rate of 93% and generated net rental income of € 1.01m during the year ended 31 December 2023. The building is currently under management and may subsequently be redeveloped or sold.
In 2022, it was transferred from the inventory heading and, by way of application of IAS 40, valued at its net fair value of € 21.48m, on the basis of an expert's report on 30 June 2022. A new expert's report of 31 December 2023 did not reveal any significant difference in value (loss of € 0.4m in 2023).
On the basis of data from the valuation technique, the fair value of the investment property was classified as Level 3 fair value.
| In thousands of EUR | 2023 | 2022 |
|---|---|---|
| At the end of the preceding period | 21.482 | 0 |
| Gains / (Losses) arising from changes in te fair value | -399 | 5.924 |
| Investments | 431 | 156 |
| Transfer from "Inventories" ( at cost) | 15.402 | |
| At the end of the period | 21.514 | 21.482 |
During the period, there was no transfer from Level 3 to Level 2.
| In thousands of EUR | ||||
|---|---|---|---|---|
| Participations | 2023 | 2022 | ||
| Victor Estates | 550 | 814 | ||
| Victor Properties | 3 | 31 | ||
| Victor Bara | 4.142 | 4.262 | ||
| Victor Spaak | 7.424 | 7.634 | ||
| Immoange | 525 | 672 | ||
| Markizaat | 10.294 | |||
| CCN Development | ||||
| CCN Housing B1 | 1.822 | 2.154 | ||
| CCN Housing B2 | 606 | 785 | ||
| CCN Office A1 | 8.884 | 9.243 | ||
| CCN Office C-D | 38.584 | 40.183 | ||
| De Molens | 368 | |||
| Cloche d'Or Development | 1.139 | 2.736 | ||
| Ten Brinke Mybond Verheeskade | 4.036 | 4.225 | ||
| Laakhaven Verheeskade II | -35 | |||
| Lankelz Foncier | ||||
| Square 42 | ||||
| Square 48 | 1.335 | 14 | ||
| Tage Une Fois | ||||
| Total | 69.050 | 83.380 |
| Investments | In thousands of EUR | ||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| At the end of the preceding period | 83.380 | 78.729 | |||
| Share in result | -8.432 | -3.016 | |||
| Acquisitions, price adjustments and restructuring | 221 | 3.934 | |||
| Disposals | -11.108 | ||||
| Capital increase | 1.340 | ||||
| Reclassification to other items | 3.648 | 3.733 | |||
| At the end of the period | 69.050 | 83.380 |
| In thousands of EUR Sums due to the |
|||
|---|---|---|---|
| 2023 key figures from financial statements Sums due to related |
|||
| parties | group from related | ||
| - Immoange | - | 2.885 | |
| share of the group : 50% | |||
| - Victor Estates | - | 5.644 | |
| share of the group : 50% | |||
| - Victor Properties | - | 326 | |
| share of the group : 50% | |||
| - Victor Bara | - | 2.415 | |
| share of the group : 50% | |||
| - Victor Spaak | - | 4.278 | |
| share of the group : 50% | |||
| - | |||
| - CCN Development share of the group : 50% |
- | 20.050 | |
| - Cloche d'Or Development | - | 30.977 | |
| share of the group : 50% | |||
| - Ten Brinke Mybond Verheeskade | - | 8.149 | |
| share of the group : 50% | |||
| - Laakhaven Verheeskade II | - | 15.525 | |
| share of the group : 50% | |||
| - Lankelz Foncier | - | 23.003 | |
| share of the group : 50% | |||
| - Square 42 | - | 5.533 | |
| part de groupe : 50% | |||
| - Square 48 | - | ||
| part de groupe : 50% | |||
| - Tage Une Fois | - | 21.067 | |
| part de groupe : 51% | |||
| At the end of the period | 139.852 |
On 31 December 2023, Atenor was in partnership for the Nör.Bruxsel project in Brussels (CCN Development and its subsidiaries), for Cloche d'Or, Perspectiv and Square 48 in Luxembourg (Cloche d'Or Development, Lankelz Foncier, Square 48), Verheeskade I and II (TBMB and Laakhaven Verheeskade II), as well as Move'Hub (Immoange, and Victor Estates, Properties, Bara, Spaak).
During the first half of 2023, Atenor also entered into a 50/50 partnership with Besix Red for the Wellbe project in Portugal and with Cores Development/Ravago for the Square 42 project in Luxembourg, resulting in the recording in the accounts of the stakes in Tage Une Fois and Square 42 via the equity method.
In parallel, Markizaat and De Molens (De Molens project in Deinze) were sold on 28 June 2023, thus exiting from Atenor's scope of consolidation.
These last 3 transactions (Wellbe, Square42 and Markizaat/De Molens), with sale prices totalling € 17.51m, generated gross capital gains amounting to € 6.19m.
Investments with negative values on 31 December 2023 were classified as non-current provisions: Lankelz Foncier (€ - 4.31m), CCN Development (€ - 3.36m), Tage Une Fois (€ -0.31m), Square 42 (€ - 0.24m) and Laakhaven Verheeskade II (€ - 0.09m).
There were no other important changes concerning the related parties. Updated information regarding other related parties shall form the object of a note in the annual financial statements.
| In thousands of EUR | |||
|---|---|---|---|
| 2023 | 2022 | ||
| Buildings intended for sale, beginning balance | 962.407 | 932.994 | |
| Capitalized expenses | 194.343 | 196.767 | |
| Disposals of the year | -70.755 | -25.447 | |
| Exits from the consolidation scope | -57.477 | -135.912 | |
| Entries in the consolidation scope | 11.861 | ||
| Reclassifications from/to the "Inventories" | -111 | -12.768 | |
| Borrowing costs (IAS 23) | 6.771 | 6.235 | |
| Foreign currency exchange increase (decrease) | 13.917 | -10.836 | |
| Write-offs (recorded) | -55.869 | -514 | |
| Write-offs (written back) | 4 7 |
2 7 |
|
| Movements during the year | 30.866 | 29.413 | |
| Buildings intended for sale, ending balance | 993.273 | 962.407 | |
| Accounting value of inventories mortgaged (limited to granded loans) | 256.538 | 189.377 |
The "properties held for sale" classified under "Inventories" represent the property projects in the portfolio and under development. This item amounted to € 993.27m, with an increase of € 30.87m relative to 31 December 2022 (€ 962.41m).
This net change primarily resulted from
"Exits from the consolidation scope" relating to the inventory of the Square 42 and WellBe projects, following the equity accounting of the Square 42 and Tage Une Fois shareholding (€ 57.48m); and
Capitalization of borrowing costs of € 6.77m; and
The impact of exchange rate fluctuations, mainly the unfavourable effect of the Hungarian forint and the Polish zloty (€ 13.92m). This item is reflected in the translation differences included in equity.
| In thousands of EUR | Other financial investments |
Derivatives | Trade and other receivables |
Cash and cash equivalents |
|---|---|---|---|---|
| MOVEMENTS IN FINANCIAL ASSETS | ||||
| Non-current financial assets | ||||
| Beginning balance | 97.248 | 22.526 | ||
| Acquisitions | 22.528 | |||
| Disposals (-) | -26.222 | |||
| Exits from the scope of consolidation | 47.177 | |||
| Reclassification (to) from other items | -22.825 | |||
| Increase (decrease) in the discounted amount | ||||
| arising from the passage of time and of any change in the | ||||
| discount rate | 299 | |||
| Other increase (decrease) | 2 | |||
| Ending balance | 140.733 | 0 | ||
| Fair value | 140.733 | 0 | ||
| Valuation | level 3 | niveau 3 | ||
| Current financial assets | ||||
| Beginning balance | 337 | 39.040 | 25.093 | |
| Acquisitions | 1.756 | 21.331 | ||
| Disposals (-) | -18.677 | |||
| Exits from the consolidation scope | -1.884 | -1.551 | ||
| Reclassification (to) from other items | 370 | 12.195 | ||
| Impairments (-) | -169 | -68 | ||
| Foreign currency exchange increase (decrease) | 196 | 803 | ||
| Other increase (decrease) | -252 | |||
| Ending balance | 1.924 | 118 | 30.802 | 45.676 |
| Fair value | 1.924 | 118 | 30.802 | 45.676 |
| Valuation | levels 1 & 3 | level 2 | level 3 | level 3 |
"Other non-current financial assets" mainly relate to net advances granted to companies consolidated via the equity method. The net change during the period is explained, in particular, by movements on advances granted during the year (€ - 3.80m) as well as by the transfer to this item of 50% of receivables from Tage Une Fois and Square 42, following the sales of 50% of these holdings (€ 47.18m).
"Other current financial assets" include short-term deposits (€ 1.83m) and debt securities (€ 0.09m), the valuation of which at the stock price on 31 December 2023 resulted in the recognition of an impairment loss of € 169,000.
The change in "Clients and other non-current debtors" is explained, on one hand, by the reclassification to the shortterm of the receivable due in 2024 from the purchaser of the stake in NGY (€ 8m), the receivable relating to the development of the Verheeskade II project (€ 2.48m), and the assets on contracts linked to the sales of flats in the Twist and City Dox Lot 7 projects (€ 2.03m), and, on the other hand, by the transfer to the "long-term advances" heading of the revenues acquired from the sales on completion of flats in the City Dox Lot 5 project (€ 10.32m).
"Clients and other current debtors" decreased from € 39.04m to € 30.80m on 31 December 2023, i.e. with a decrease of € 8.24m mainly impacted by the collection of the 2023 instalment of the receivable from the purchaser of the NGY stake (€ 8m) and billing instalments for offices O2 and P of the Au Fil des Grands Prés project (€ 7.17m).
Foreign exchange, default, credit, and liquidity risks are detailed in Note 16 of the 2022 Annual Financial Report.
Atenor uses financial derivative instruments exclusively for hedging purposes. These financial instruments are measured at their fair value with changes in value charged to the income statement, except for the financial instruments qualified as "Cash flow hedges", for which the part of the profit or the loss on the hedging instrument regarded as constituting an effective hedge is booked directly through the equity account under the "other items of global income" heading. With regard to "Fair value hedges", changes in the fair value of the derivatives defined and qualified as fair value hedges are recorded in the results account as changes to the fair value of the hedged asset or liability, attributable to the hedged risk.
As part of the financing of € 22m signed in 2019 by its Polish subsidiary Haverhill Investments, Atenor simultaneously concluded a hedging rate contract covering 71% of the credit. The fair value of this financial instrument qualified as a "cash flow hedge" (€ 0.12m) is directly recognised under shareholders' equity.
For each category of financial instrument, Atenor provides the methods applied for determining 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.
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 in question and existing shareholder agreements. The amount of these 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.
In view of the nature of the financial assets and their short maturities, a sensitivity analysis is not necessary, since the impact of changes in rates is negligible.
| In thousands of EUR | ||||
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | |||
| Short-term deposits | 1.830 | 75 | ||
| Bank balances | 45.675 | 25.091 | ||
| Cash at hand | 1 | 2 | ||
| Cash and cahs equivalents | 47.506 | 25.168 |
| In thousands of EUR | Current | Non-current | ||||
|---|---|---|---|---|---|---|
| 2023 | Up to 1 year | 1-5 years | More than 5 years |
Total | Fair value (*) | Valuation |
| 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 | 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 | ||
| Total amount of other liabilities according to their maturity | 85.171 | 7.711 | 92.882 | 92.882 | ||
| Current | Non-current | |||||
| 2022 | Up to 1 year | 1-5 years | More than 5 | Total | Fair value (*) | Valuation |
| years | ||||||
| Derivatives | - | -370 | -370 | -370 | level 2 | |
| Financial liabilities | ||||||
| Finance lease debts (IFRS 16) | 403 | 1.050 | 4.319 | 5.772 | 5.764 | level 3 |
| Credit institutions | 134.162 | 169.086 | 303.248 | 305.557 | level 3 | |
| Bond isssue | 20.000 | 269.848 | 55.000 | 344.848 | 335.343 | levels 1 & 3 |
| Other loans | 204.400 | 34.376 | 238.776 | 238.688 | levels 1 & 3 | |
| Total financial liabilities according to their maturity | 358.965 | 474.360 | 59.319 | 892.644 | 885.352 | |
| Other financial liabilities | ||||||
| Trade payables | 35.865 | 35.865 | 35.865 | level 3 | ||
| Other payables | 35.362 | 4.797 | 40.159 | 40.159 | level 3 | |
| Other financial liabilities | 1.387 | 1.387 | 1.387 | level 3 | ||
| Total amount of other liabilities according to their maturity | 71.227 | 6.185 | 77.412 | 77.412 |
(*) 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 4.39%, which corresponds to the Group's weighted average financing rate.
For listed bonds, on the basis of the closing price
The policies for indebtedness, financial risks, and interest rate risk are set out in Note 21 of the annual financial report for 2022.
FINANCIAL DEBTS
| Bonds | ||
|---|---|---|
| Retail bond - tranche 2 at 3.50% | 05.04.2018 to 05.04.2024 | 30.000.000 |
| 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 bond - tranche 1 at 3.00% | 19.03.2021 to 19.03.2025 | 25.000.000 |
| Green bond - tranche 2 at 3.50% | 19.03.2021 to 19.03.2027 | 75.000.000 |
| Green bond (EMTN) - at 4.625% | 05.04.2022 to 05.04.2028 | 55.000.000 |
| Total Bond issues | 325.000.000 | |
| Via Credit institutions | ||
| Atenor Long Term Growth | 5.880.000 | |
| Atenor | Corporate (BNPPF) | 10.000.000 |
| Corporate (Belfius) | 169.000.000 | |
| Corporate (Caisse d'Epargne Hauts de | ||
| France) | 15.000.000 | |
| Projects | Le Nysdam (via Hexaten) | 12.675.000 |
| City Dox (via Immmobilière de la | ||
| Petite Île) | 10.100.000 | |
| Realex (via Leaselex) | 60.000.000 | |
| Beaulieu (via Atenor) | 18.900.000 | |
| Astro 23 (via Highline) | 7.406.613 | |
| Twist (via Atenor Luxembourg) | 32.500.000 | |
| Victor Hugo (via 186 Victor Hugo) | 45.000.000 | |
| Lakeside (via Haverhill) | 16.775.000 | |
| UP-Site (via NOR Residential Solutions) | 22.960.198 | |
| ABC Budapest (via Hungaria Greens) | 6.733.509 | |
| Total financial debts via credit institutions | 432.930.320 | |
| Other loans | ||
| CP | 2024 | 28.000.000 |
| MTN | 2024 | 1.000.000 |
| 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 | 2024 | 10.000.000 |
| 2025 | 2.500.000 | |
| Private funds | Twist (via Atenor Luxembourg) | 17.100.000 |
| Total other payables | 89.700.000 | |
| Leases liabilities (IFRS 16) | ||
| Atenor Luxembourg | 555.325 | |
| Atenor France | 229.504 | |
| Atenor Deutschland | 102.053 | |
| Atenor Hungary | 1.777.044 | |
| Atenor Romania | 162.363 | |
| Fleethouse | 4.319.858 | |
| Total leases liabilities | 7.146.148 | |
| TOTAL FINANCIAL DEBTS | 854.776.468 |
| FINANCIAL DEBTS | Current | Non-current | Total |
|---|---|---|---|
| More than | |||
| Up to 1 year | 1 year | ||
| Movements on financial liabilities | |||
| On 31.12.2022 | 358.965 | 533.679 | 892.644 |
| Movements of the period | |||
| - New loans | 150.325 | 173.510 | 323.835 |
| - Reimbursement of loans | -339.744 | -10.200 | -349.944 |
| - Lease liabilities (IFRS 16) - new contracts | 5 3 |
1.777 | 1.830 |
| - Lease liabilities (IFRS 16) - repayments | -456 | -456 | |
| - Exits from the consolidation scope | -13.767 | -13.767 | |
| - Variations from foreign currency exchange | -751 | 934 | 183 |
| - Short-term/long-term transfer | 235.273 | -235.273 | 0 |
| - Others | 7 0 |
148 | 218 |
| On 31.12.2023 | 403.735 | 450.808 | 854.543 |
For the period ending 31/12/2023, financial debt decreased from € 892.64m to € 854.54m, a decrease of € - 38.10m: New borrowings during the year included:
Repayments principally related to:
The amount of € -13.77m included under "Companies exiting the consolidation scope" corresponded to loans to Square 42 and Tage Une Fois, which were recorded using the equity method, following the sale of 50% of their shares during the year.
The book value of the financial debts is their nominal value adjusted for the costs and commissions relating to the establishment of these loans and the adjustment relating to the valuation of derivative financial instruments.
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 on the basis of the lowest level input of significance for the fair value measurement.
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.
Where appropriate, derivative instruments were valued by a financial institution on the basis of market parameters.
As a function of maturity, "Financial liabilities" were valued on a discounted cash flow basis or at amortised cost on the basis of 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 on account of their short-term maturity.
On 28 June 2023, the companies De Molens and Markizaat held in partnership with 3D Real Estate were sold to our partner. Please refer to our press release of 27 June 2023.
We also refer to the credit facility as further outlined in Note 13.
No new stock option plans were offered during 2023 to members of the Executive Committee, staff or certain service providers of Atenor.
In general, and in permanent fashion, the Board of Directors takes account of the analysis and management of the various risks and uncertainties facing Atenor and its subsidiaries.
On 31 December 2023, Atenor faced the general risk of geopolitical developments and their implications for the level of interest rates and for activity in the property investment sector.
As announced in the press release on 5 February 2024, Atenor announced the sale of the AM Wehrhahn project to a German Family Office. This sale will result in a reduction of € 18m in the group's net debt. The negative impact of this sale is already reflected in the 2023 results.
On 12 February 2024, the agreement regarding the sale of the Wellbe project (Lisbon) through the Portuguese company Tage Une Fois (co-owned by Atenor and Besix Real Estate Development) was announced, together with the payment of the first instalment. The buyer, Portugal's largest bank, Caixa Geral de Depósitos, will establish its headquarters there. This sale will contribute to reducing Atenor's net debt by € 28m
No other notable events have occurred since 31 December 2023.
Stéphan Sonneville SA, CEO and President of the Executive Committee and the Members of the Executive Committee, hereby attest, in the name and on behalf of Atenor SA, that to the best of their knowledge:
The auditor confirmed that his audit procedures regarding the financial information for the year ended 31 December 2023, as included in this press release, are currently being finalized. They have not identified, to date, any significant corrections to be made to this financial information.
2 Affiliated companies of Atenor in the sense of article 1.20 of Code on companies and associations
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.