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ATENOR

Interim / Quarterly Report Aug 16, 2023

3908_ir_2023-08-16_36867667-1f74-4889-9458-17a407a063ff.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT 20231

Regulated information

La Hulpe, 16 August 2023

HALF-YEAR RESULT: -€53.8 MILLION, (INCLUDING €39.2 MILLION OF IMPAIRMENT LOSSES)

ACTIVITIES REPORT: (VALUE CREATION CYCLE)

  • BUILDING PERMIT APPLICATIONS AND PERMIT ACQUISITION IN LINE WITH EXPECTATIONS
  • OFFICE RENTALS: 25,000 M².
  • APARTMENT SALES: 70 APARTMENTS.

ASSESSMENT: EXTENSION OF "GREEN" FUNDING: GREEN RETAIL BONDS AND BANK FINANCING. 32% (PER 30.06.2023) VS 28% (PER 30.06.2022) OF THE AMOUNT OF INDEBTEDNESS

DEVELOPMENT PORTFOLIO: 35 PROJECTS TOTALLING SOME 1,200,000 M²

ATENOR'S CEO STEPHAN SONNEVILLE SA COMMENTS:

"The half-year accounts are in line with the information published in the press releases of 17 May 2023 and 14 June 2023. Earnings were significantly impacted, primarily due to heightened financial charges and impairments on 5 projects in Germany and in Central Europe. These measures confirm the paradigm shift in the real estate market. The upcoming capital increase (subject to the approval of the extraordinary general meeting) aims to bolster Atenor's balance sheet structure and consolidate its international presence and competitiveness in sustainable real estate. It should also enable it to express over time the significant potential margins in its portfolio of projects"

* *

*

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.

1 Atenor has chosen French as its official language. Consequently, only the French version text is authentic. The version in English is translation of the French version.

A. General overview of activities

The figures for 2023 in the chart below are set on 30 June 2023. They are stated in gross above-ground surfaces (m²).

Acquisition: In March, Atenor entered into a partnership agreement for the redevelopment of the Westbourne site in London. Atenor continues its search for new opportunities in the 10 countries where it is present, strictly favouring non-cash out projects.

Planning permit applications: Several permit applications have been submitted during the half-year period, reflecting the continued momentum of the portfolio's evolution on the value creation cycle. The planning application for the in-depth renovation of UBC II in Warsaw was submitted during Q1. Atenor submitted new planning applications related to Astro 23 (mixed-use project) located in Brussels, Au Fil des Grands Prés (new residential phase 2) in Mons, Perspectiv' (mixed project) in Luxembourg and Oriente (offices) in Lisbon.

Planning permit acquisition: After obtaining the building permit (renovation) for the "10 New Bridge Street" (formerly 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 issuance of the Victor Hugo permit in Paris has faced a significant delay of several months.

Launch of construction: In general, all projects under construction are progressing according to plan, save for the UP-site project in Bucharest and the Twist project in Luxembourg, which are running a few weeks behind schedule. Construction work on Wellbe has started. Atenor continue on an in-depth and case-by-case analysis on the relevance of launching additional constructions.

Leasing: Leases have been signed for a total area of around 25,000 m² mainly distributed across Poland, Hungary and Romania. Tenants are increasingly attracted to efficient and sustainable office space in a market where vacancies are nevertheless rising.

Sales: At the end of June, Atenor signed 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 and its subsidiary Atenor Group Participations (AGP) also sold their entire stake in Liv' De Molens (Deinze) to 3D Real Estate.

The positive impact for Atenor of setting up and subsequently selling these 2 partnerships is around €40 million in net cash, a gross profit of €5.46 million and a reduction in the portfolio of 41,950 m².

In terms of residential sales, sales at UP-site Bucharest and Verheeskade in The Hague will slip to the first few months of 2024. Sales of flats in 2023 will not, therefore, be boosted by activity at these sites.

Investment in the office sector has not returned to the expected pre-crisis levels, leading Atenor to revise downwards the terms of sale of certain projects and to implement a series of measures adapted to the situation in the real estate market. Impairment losses have been recorded.

B. Prospects for FY 2023:

In March 2023, disruptions in the financial and banking sectors appeared at international level, extending the wait & see position investors had adopted a few months earlier.

Atenor has taken stock of these circumstances and adopted appropriate measures in light of the situation, in particular the upcoming capital increase (subject to the approval of the extraordinary general meeting).

Financial expenses will rise sharply in 2023, as a result of the high level of debt, rising interest rates, higher bank margins and ancillary financial costs.

Sales of offices and flats are suffering from a slower pace of transactions and, as previously mentioned, lower valuations.

The second half of the year should therefore see the loss increase, leading to a substantial loss for the full year 2023. However, it is premature at this stage to give a more precise consolidated earnings forecast for 2023.

Atenor expects a return to a normal pace of project sales as from early 2024 and notably also driven in particular by the concluded sales of the conference centre (Realex), the apartments in Bucharest (UP-site) and Twist (Belval, sale or possible exercise of a purchase option by the Luxembourg State).

The consequences of the current situation in the real estate market are described in greater detail throughout the half-yearly press release (included in note 2 of this press release on going concern).

C. Interim Management Report

The first half of 2023 closed with a consolidated net loss (group share) of -€53.81 million, down from the €9 million profit posted for the first half of 2022.

As at 30 June 2023, the impairment losses recognised on 5 projects, as well as the net financial charge, led to the loss recognised for the first half of the year. Income from pre-sales of City Dox, Twist (residential) and Au Fil des Grands Prés (offices), coupled with capital gains on disposals of equity interests and rental income, reduced the loss.

Results 30.06.2022 30.06.2021
Net consolidated result (group share) -53,806 8,996
Profit per share (in Euros) -7.99 1.34
Number of shares 7,425,010 7,038,845
of which own shares 313,434 313,427
Balance sheet 30.06.2022 31.12.2021
Total assets 1,282,386 1,275,473
Cash position at end-of- period 23,962 25,168
Net indebtedness (-) -895,617 -867,477
Total of consolidated equity 223,314 273,618

Table of key consolidated figures (in thousands of Euros) - Limited review of the auditor

Revenue from ordinary activities and consolidated results

Revenue from ordinary activities as at 30 June 2023 amounted to €31.04 million. It consists of (a) revenue from the sale of flats in residential projects (City Dox and Twist) for a total of €17.34 million, (b) revenue earned from the off-plan sales of the Au Fil des Grands Prés project (offices; €8.45 million), (c) project management revenues invoiced to joint ventures (€1.86 million), as well as (d) lease revenues on the @Expo, Nysdam, Arena Business Campus A, University Business Center II and Fort7 properties, totalling €2.82 million.

Other operating income (€11.15 million) includes the result (€6.19 million) of the sales of 50% of the stakes in Tage Une Fois, Square 42, Markizaat and De Molens and the reinvoicing of the fit-out works in the sold Vaci Greens E project and other rental charges (€4.99 million).

The operating loss amounts to -€34.29 million. This is mainly influenced by the result of the sale of 50% of the stake above listed (€5.45 million), the apartments of the various residential projects (total of €2.18 million), from the results on the pre-sold office buildings Au Fil des Grands Prés (€1.53 million) as well as the rental income, net of charges, from the @Expo, Nysdam, Arena Business Campus A, UBCII and Fort7 buildings (total of €1.87 million). Most of the operating expense was due to write-downs recorded in view of the market conditions encountered on five projects (-€39.21 million) and to various corporate costs and property allowances (- €5.59 million).

The loss (group share) from equity-accounted investments in associates (-€4.09 million) is mainly due to current expenses, local taxes (property taxes) and non-activated financial expenses.

The net financial loss amounts to -€13.32 million, compared to -€7.78 million for the first half of 2022. The increase of net financial charges over the first-half year is mainly due to the increase in the Group's average net debt (+€92.80 million compared to the first half of 2022) mitigated by the rise in activations (IAS 23; + €1.04 million compared to the first half of 2022) relating to the developments in progress.

Taxes amount to -€2.33 million as at 30 June 2023, and are mainly composed of current tax and deferred tax liabilities relating to the City Dox and Twist projects (-€0.69 million), as well as a reversal of deferred tax assets of Atenor and Tage Deux Fois (-€1.52 million).

The net loss (group share) for the first half of the financial year amounts to -€53.81 million.

Consolidated balance sheet

Consolidated shareholders' equity amounts to €223.31 million, which represents 17% of the balance sheet total, down €50.30 million from 31 December 2022 mainly due to the payment of dividends and to the loss for the period under review, offset by an increase in translation adjustments.

As at 30 June 2023, the Group's net consolidated indebtedness is €895.62 million (excluding available cash) compared to the net consolidated indebtedness of €867.48 million as at 31 December 2022.

Trade and other payables rose from €74.10 million at 31 December 2022 to €105.13 million at 30 June 2023. This change is mainly due to the increase in trade payables reflecting the state of progress of construction sites (€ +15.85 million) and deposits received on the sale of flats at the Twist, UP-site Bucharest and Lake 11 Home&Park projects (€ +15.97 million).

The "properties held for sale" classified under "Inventories (Stock)" represent the real estate projects in the portfolio and under development. This item amounts to €961.08 million, down by €1.24 million net from 31 December 2022. This variation results primarily from (a) the continuation of the works and studies of the Roseville, Bakerstreet, Lake 11 (Budapest), @Expo, UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn, Pulsar (Düsseldorf), Well'be (Lisbon), Twist (Luxembourg), City Dox, Realex (Brussels), Au Fil des Grands Prés (Mons), NBS10 (London) and Victor Hugo (Paris) for a total of €98.41 million, (b) the sale of flats in the City Dox and Twist projects, and the sales of the Au Fil des Grands Prés office properties, reducing the stock by €22.06 million, (c) the exit of the WellBe and Square 42 projects from stock following the equity accounting of Tage Une Fois and Square 42 development shareholding (-€57.48 million) and (d) impairment losses of €39.21 million on 5 projects in Germany and Central Europe, due to changes in the real estate investment market in these countries, which are having a fairly uncertain impact on yields in the short and medium term. The conversion differences related to the projects in Central Europe had an upward impact on the stock of €16.34 million; finally, the balance of the net change in this item (€3.49 million) is distributed over other projects under development.

Financing policy

As already announced, Atenor has opted for a gradual and partial replacement of financing on the financial markets (CP and EMTN) by project financing.

In addition, the upcoming capital increase (subject to the approval of the extraordinary general meeting) will contribute to reducing the Group's consolidated debt.

The weighted average interest rate of Atenor consolidated debt is 3.80% (vs 2.45% in 2022).

Principal risks and uncertainties

The strong international political and macroeconomic tensions have had a ripple effect, resulting in a significant slowdown on the real estate sector. At this stage, we believe that the uncertainty mainly concerns the timetable for realising the result, without affecting the value and profitability potential of the portfolio, apart from any one-off write-downs. We are carefully monitoring the evolution of this macroeconomic situation and the possible 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 2023, Atenor is not facing any significant litigation.

Dividend

At the close of the Annual General Meeting on 28 April 2023, the Board of Directors proposed an optional dividend. 60.35% of shareholders voted in favour of this option, reflecting their confidence in the Group's strategy. The gross amount of the last dividend paid, on 28 June 2023 was €2.67 (versus €2.54 in 2022).

Events subsequent to the closing date

The current evolution of the economic environment, its turbulences and the resulting increase in the cost of financing, have led Atenor to revisit the balance between equity and debt. In light of this, and as part of the announced measures, the board of directors, called for an extraordinary general meeting on 11 September to proceed with an equity raising. See the invitation and the various reports on www.atenor.eu.

In order to allow all shareholders of Atenor to participate in the equity raising, the board of directors proposes to execute it through a capital increase with preferential subscription rights for the existing shareholders (statutory rights issue).

No other major events are to be noted since 30 June 2023.

Financial calendar

Extraordinary general meeting 11 September 2023 Intermediate declaration for third quarter 2023 17 November 2023 Publication of the annual results for 2023 March 2024 Annual General Meeting 2023 28 April 2024

Contact and Information

For more detailed information, please contact Stéphan Sonneville SA, CEO or Laurent Jacquemart for Value Add Consulting SRL, CFO.

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

D. Condensed Financial Statements

Consolidated statement of comprehensive income

In thousands of EUR
Notes 30.06.2023 30.06.2022
Operating revenue 31,038 12,118
Turnover 27,730 9,907
Property rental income 3,308 2,211
Other operating income 11,149 18,768
Gain (loss) on disposals of financial assets 6,190 13,091
Other operating income 4,988 5,678
Gain (loss) on disposals of non-financial assets -29 -1
Operating expenses (-) -76,480 -12,453
Raw materials and consumables used (-) -76,544 -87,447
Changes in inventories of finished goods and work in progress 74,884 96,666
Employee expenses (-) -2,714 -2,346
Depreciation and amortization (-) 8 -486 -416
Impairments (-) 11 -39,283 5,557
Other operating expenses (-) -32,337 -24,467
RESULT FROM OPERATING ACTIVITIES - EBIT -34,293 18,433
Financial expenses (-) -15,838 -8,495
Financial income 2,514 718
Share of profit (loss) from investments consolidated by the equity method 10 -4,093 -1,079
PROFIT (LOSS) BEFORE TAX -51,710 9,577
Income tax expense (income) (-) 5 -2,327 -673
PROFIT (LOSS) AFTER TAX -54,037 8,904
Post-tax profit (loss) of discontinued operations 0 0
PROFIT (LOSS) OF THE PERIOD -54,037 8,904
Non controlling interests -231 -92
Group profit (loss) -53,806 8,996
EARNINGS PER SHARE
30.06.2023 30.06.2022
Total number of issued shares 7,425,010 7,038,845
of which own shares 313,434 313,427
Weighted average number of shares (excluding own shares) 6,733,201 6,724,748
Basic earnings per share -7.99 1.34
Diluted earnings per share -7.99 1.34
Other elements of the overall profit and losses 30.06.2023 30.06.2022
Group share result -53,806 8,996
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 14,360 -8,359
Cash flow hedge 13 -155 323
Overall total results of the group -39,601 960

Overall profits and losses of the period attributable to third parties -231 -92

D. Condensed Financial Statements (continued)

Consolidated statement of the financial position

ASSETS In thousands of EUR
Notes 30.06.2023 30.06.2022 31.12.2022
NON-CURRENT ASSETS 234,606 219,332 237,510
Property, plant and equipment 8 8,822 8,604 8,981
Investment property 9 21,529 21,482 21,482
Intangible assets 210 69 223
Investments consolidated by the equity method 10 69,949 81,964 83,380
Deferred tax assets 1,974 3,131 3,670
Other non-current financial assets 12 131,425 92,629 97,248
Non-current trade and other receivables 12 697 11,453 22,526
CURRENT ASSETS 1,047,780 975,602 1,037,963
Inventories 11 961,079 872,083 962,407
Other current financial assets 12 256 4,385 337
Derivatives 215
Current tax assets 722 924 1,182
Current trade and other receivables 50,261 71,259 39,040
Current loans payments 10 10 103
Cash and cash equivalents 12 23,943 18,243 25,093
Other current assets 11,294 8,698 9,801
TOTAL ASSETS 1,282,386 1,194,934 1,275,473

LIABILITIES AND EQUITY

30.06.2022 30.06.2022
TOTAL EQUITY 223,314 284,833 273,618
Group shareholders' equity 221,762 282,445 271,373
Issued capital 141,560 133,621 133,621
Reserves 95,275 163,897 152,825
Treasury shares (-) -15,073 -15,073 -15,073
Non controlling interest 1,552 2,388 2,245
Non-current liabilities 469,416 560,703 546,143
Non-current interest bearing borrowings 13 456,120 530,141 533,679
Non-current provisions 6,214 4,795 5,263
Pension obligation 442 1,094 442
Derivatives 13 -140 -370
Deferred tax liabilities 914 764 945
Non-current trade and other payables 5,218 22,744 4,797
Other non-current liabilities 508 1,305 1,387
Current liabilities 589,656 349,398 455,712
Current interest bearing debts 13 463,459 294,988 358,965
Current provisions 7,529 5,340 7,701
Current tax payables 2,047 4,390 3,488
Current trade and other payables 105,125 36,155 74,098
Other current liabilities 11,496 8,525 11,460
TOTAL EQUITY AND LIABILITIES 1,282,386 1,194,934 1,275,473

D. Condensed Financial Statements (continued)

Consolidated cash flow statement (indirect method)

In thousands of EUR
Notes 30.06.2023 30.06.2022 31.12.2022
Operating activities
- Net income (group share) -53,806 8,996 -843
- Result of non controlling interests -231 -92 -237
- Result of Equity method Cies 10 4,093 1,079 3,016
- Interest charges 13,768 7,548 16,556
- Interest incomes -2,501 -717 -2,370
- Income tax expense 5 827 367 1,445
Result for the period -37,850 17,181 17,567
- Depreciations 8 486 416 869
- Impairment losses 39,283 487 579
- Translation adjustments -1,225 341 171
- Fair value adjustments 9 -6,044 -5,924
- Provisions (Increases / Reversals) -1,070 -5,639 -6,265
- Deferred taxes (Increases / Reversals) 5 1,500 306 -87
- (Profit)/Loss on disposal of fixed assets -6,154 -13,091 -13,090
Adjustments for non cash items 32,820 -23,224 -23,747
- Variation of inventories -79,203 -98,632 -177,554
- Variation of trade and other amounts receivables -1,714 1,956 10,104
- Variation of trade payables 38,101 3,668 7,365
- Variation of amounts payable regarding wage taxes -194 -635 -406
- Variation of other receivables and payables 1,548 421 7,258
Net variation on working capital -41,462 -93,222 -153,233
- Interests received 2,501 717 2,370
- Income tax (paid) paid -2,279 -3,032 -5,289
- Income tax (paid) received 517 3,018 3,146
Cash from operating activities (+/-) -45,753 -98,562 -159,186
Investment activities
- Acquisitions of intangible and tangible fixed assets -346 -199 -1,166
- Acquisitions of financial investments -462 0 -1,814
- New loans -6,992 -5,152 -10,190
Subtotal of acquired investments -7,800 -5,351 -13,170
- Disposals of intangible and tangible fixed assets 2 0 0
- Disposals of financial investments 17,516 6,000 17,011
- Reimbursement of loans 19,995 68 483
Subtotal of disinvestments 37,513 6,068 17,494
Cash from investment activities (+/-) 29,713 717 4,324
Financial activities
- Treasury shares -7 0
- New borrowings 236,595 119,213 212,364
- Repayment of borrowings -196,000 -65,018 -90,760
- Interests paid -15,031 -8,082 -14,188
- Dividends paid to company's shareholders 6 -10,011 -17,078 -17,078
- Directors' entitlements -410 -410 -410
Cash from financial activities (+/-) 15,136 28,625 89,928
Net variation ot the period -904 -69,220 -64,934
- Cash and cash equivalent at the beginning of the year 25,168 92,116 92,116
- Net variation in cash and cash equivalent
- Effect of exchange rate changes -904 -69,220 -64,934
12 -302 -583 -2,014
- Cash and cash equivalent at end of the year 23,962 22,313 25,168

D. Condensed Financial Statements (continued)

Consolidated statement of change in equity

In thousands of EUR Note Issued capital share issue
premium
Hedging
reserves
Own shares Consolidated
reserves
IAS 19R
reserves
Cumulative
translation
adjusments
Minority
interests
Total Equity
2 0 2 2
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 - - - - -843 - - -236 -1,079
Other elements of the overall results - - 554 - - 667 -10,489 - -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
First semester 2 0 2 2
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 - - - - 8,996 - - -92 8,904
Other elements of the overall results - - 323 - - - -8,359 - -8,036
Total comprehensive income - - 323 - 8,996 - -8,359 -92 868
Paid dividends 6 - - - - -17,078 - - - -17,078
Balance as of 30.06.2022 72,039 61,582 139 -15,073 186,661 -1,009 -21,894 2,388 284,833
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

(1) The Group owns Hungarian, Romanian, Polish and UK subsidiaries that opted for the local currency as their operating currency in each of the countries. The positive currency differences recorded in equity for the period are mainly due to the improvement in the Forint (€9.81 million) and the Zloty (€4.36 M) against the Euro.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30.06.2023

Note 1. Corporate information

The Group's consolidated half-year financial statements as at 30 June 2023 were adopted by the Board of Directors meeting on 14 August 2023.

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 1st half of the year, Atenor confirmed its intention of taking a number of measures in response to the crisis in the real estate sector:

  • Increase the existing back-up line from €35M to €100M by Belfius as part of the Commercial Paper programme;
  • Capital increase (subject to the approval of the extraordinary general meeting), with preferential subscription rights for the existing shareholders (statutory rights issue) around September/October 2023, with a firm commitment from the reference shareholders (3D NV, Luxempart SA and Stéphan Sonneville SA) for €62M (it being understood that the amount of the planned capital increase should exceed this firm commitment).
  • Conclusion of a partnership with Besix Red for the WellBe project in Lisbon (see press release of 14 June 2023);
  • Corporate refinancing through project financing, with €90 million in financing lines agreed since 17 May.

In a press release dated 4 August 2023, Atenor also announced that it would be convening an Extraordinary General Meeting on 11 September 2023, in order to propose a capital raising to shareholders.

The Group has prepared an 18-month provisional cash flow statement showing that it will have sufficient liquidity to carry out its operations, taking into account certain assumptions, including regarding the capital increases envisaged. The planned closing of committed transactions in the 1st half of 2024 will result in a substantial reduction in the Group's net debt compared with the situation at 30 June 2023.

In this context, Atenor carried out several sensitivity analyses in order to consider eventualities with a negative impact on cash flow. To date, Atenor considers that all the measures envisaged, particularly those described in this note and in the half-yearly press release, should be sufficient to mitigate any negative impacts considered non-material.

Finally, particular attention has been paid to compliance with the covenants recently negotiated with two banks. These new covenants will be tested for the first time on the basis of the financial statements for the year ended 31 December 2023; given the measures described above, the cash-flow forecast leads to compliance with these covenants.

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

The condensed consolidated financial statements as at 30 June 2023 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 2022.

Atenor has not applied any new IFRS provisions that have not come into force in 2023 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 2023, have not a significant direct impact on the figures reported by Atenor.

2. Consolidation principles and significant accounting principles

The evaluation rules adopted for the preparation of the consolidated financial position as at 30 June 2023 were maintained as to the rules followed for the preparation of the annual report as at 31 December 2022.

Standards and interpretations applicable for annual periods beginning on or after 1 January 2023

  • Amendments to IAS 1 Presentation of Financial Statements and IFRS 2 Statement of Practice: Presentation of accounting policies, effective date: 1 January 2023.

The amendments provide guidance on the application of materiality to the presentation of accounting policies. The amendments to IAS 1 replace the requirement to disclose "principal" accounting policies with a requirement to disclose "significant" accounting policies.

Clarifications and illustrative examples have been added to the application guide to facilitate the application of the concept of materiality when making judgements about the presentation of accounting policies.

The Group is currently assessing the impact of the amendments and will implement them for the annual report at 31 December 2023.

The assessment of asset values was conducted using market data, specifically to analyse projects within the portfolio that might require impairment recognition as at 30 June 2023.

Also as at 30 June 2023, Atenor has incurred diverse expenses, totalling €0.34 million, in connection with the partnership agreement of 11 March 2023 for the development of the Westbourne Village project (London) and the formation of the company of the same name. These expenses have been recorded in a deferred charges account and will be recognised as an addition to the value of the Westbourne Village investment when it is formally integrated.

Note 3. Seasonal information

The life cycle of Atenor's real estate projects can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the commercialisation and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.

Monitoring of and compliance with the schedules of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:

  • an executive committee that meets monthly for each of the projects and is formalised by minutes.

When a project reaches the construction phase, a monthly progress meeting is held with:

  • the external specialists to ensure that the agreed-upon deadlines are complied with, and
  • the General Contractor in charge of construction.

This communication system allows Atenor to determine, monitor, and resolve all potential operational risks well upfront.

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 various project committees, Executive 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 30.06.2023 30.06.2022 31.12.2022
Western Central Western Central Europe Europe
Europe Europe Total Europe Europe Total Occidentale Centrale Total
Operating revenue 28,738 2,300 31,038 9,180 2,938 12,118 36,114 4,894 41,008
Turnover 27,654 76 27,730 7,993 1,914 9,907 33,082 1,909 34,991
Property rental income 1,084 2,224 3,308 1,187 1,024 2,211 3,032 2,985 6,017
Other operating income 6,814 4,335 11,149 14,580 4,188 18,768 16,155 5,123 21,278
Gain (loss) on disposals of financial assets 6,190 6,190 13,091 13,091 13,091 13,091
Other operating income 626 4,362 4,988 1,490 4,188 5,678 3,065 5,123 8,188
Gain (loss) on disposals of non-financial assets -2 -27 -29 -1 -1 -1 -1
Operating expenses (-) -45,785 -30,695 -76,480 -6,407 -6,046 -12,453 -35,200 -7,623 -42,823
Raw materials and consumables used (-) -30,413 -46,131 -76,544 -45,474 -41,973 -87,447 -67,041 -88,421 -155,462
Changes in inventories of finished goods and work in
progress 26,156 48,728 74,884 55,152 41,514 96,666 76,610 96,619 173,229
Employee expenses (-) -2,321 -393 -2,714 -1,931 -415 -2,346 -4,625 -805 -5,430
Depreciation and amortization (-) -381 -105 -486 -320 -96 -416 -673 -196 -869
Impairments (-) -12,372 -26,911 -39,283 5,557 5,557 5,411 -66 5,345
Other operating expenses (-) -26,454 -5,883 -32,337 -19,391 -5,076 -24,467 -44,882 -14,754 -59,636
RESULT FROM OPERATING ACTIVITIES - EBIT -10,233 -24,060 -34,293 17,353 1,080 18,433 17,069 2,394 19,463
Financial expenses (-) -17,536 1,698 -15,838 -10,092 1,597 -8,495 -21,859 3,304 -18,555
Financial income 2,316 198 2,514 718 718 2,353 33 2,386
Share of profit (loss) from investments consolidated
by the equity method -4,093 -4,093 -1,079 -1,079 -3,016 -3,016
PROFIT (LOSS) BEFORE TAX -29,546 -22,164 -51,710 6,900 2,677 9,577 -5,453 5,731 278
Income tax expense (income) (-) -2,290 -37 -2,327 -669 -4 -673 -1,304 -53 -1,357
PROFIT (LOSS) AFTER TAX -31,836 -22,201 -54,037 6,231 2,673 8,904 -6,757 5,678 -1,079
Post-tax profit (loss) of discontinued operations
PROFIT (LOSS) OF THE PERIOD -31,836 -22,201 -54,037 6,231 2,673 8,904 -6,757 5,678 -1,079
Intercompany elimination 6,945 -6,945 0 1,737 -1,737 0 4,866 -4,866 0
CONSOLIDATED RESULT -24,891 -29,146 -54,037 7,968 936 8,904 -1,891 812 -1,079
Overall profits and losses of the period attributable
to third parties -231 -231 -92 -92 -236 -236
Group share result -24,660 -29,146 -53,806 8,060 936 8,996 -1,655 812 -843
30.06.2023 30.06.2022 31.12.2022
Western Central Western Central Western Central
In thousands of EUR Europe Europe Total Europe Europe Total Europe Europe Total
ASSETS
NON-CURRENT ASSETS 234,096 510 234,606 218,713 619 219,332 236,912 598 237,510
Property, plant and equipment 8,472 350 8,822 8,100 504 8,604 8,560 421 8,981
Investment properties 21,529 21,529 21,482 21,482 21,482 21,482
Intangible assets 100 110 210 21 48 69 119 104 223
Investments consolidated
by the equity method 69,949 69,949 81,964 81,964 83,380 83,380
Deferred tax assets 1,974 1,974 3,131 3,131 3,670 3,670
Other non-current financial assets 131,375 50 131,425 92,562 67 92,629 97,175 73 97,248
Non-current trade and other receivables 697 697 11,453 11,453 22,526 22,526
CURRENT ASSETS 628,099 419,681 1,047,780 653,685 321,917 975,602 660,505 377,458 1,037,963
Inventories 570,056 391,023 961,079 577,553 294,530 872,083 612,039 350,368 962,407
Other current financial assets 256 256 4,385 4,385 337 337
Derivatives 215 215
Current tax receivables 546 176 722 568 356 924 608 574 1,182
Current trade and other receivables 40,223 10,038 50,261 61,929 9,330 71,259 32,828 6,212 39,040
Current loans payments 10 10 10 10 103 103
Cash and cash equivalents 10,721 13,222 23,943 4,425 13,818 18,243 9,318 15,775 25,093
Other current assets 6,287 5,007 11,294 4,815 3,883 8,698 5,272 4,529 9,801
TOTAL ASSETS 862,195 420,191 1,282,386 872,398 322,536 1,194,934 897,417 378,056 1,275,473
LIABILITIES AND EQUITY
TOTAL EQUITY 260,521 -37,207 223,314 300,035 -15,202 284,833 289,586 -15,968 273,618
Group shareholders' equity 258,969 -37,207 221,762 297,647 -15,202 282,445 287,341 -15,968 271,373
Issued capital 141,560 141,560 133,621 133,621 133,621 133,621
Reserves 132,482 -37,207 95,275 179,099 -15,202 163,897 168,793 -15,968 152,825
Treasury shares (-) -15,073 -15,073 -15,073 -15,073 -15,073 -15,073
Non controlling interest 1,552 1,552 2,388 2,388 2,245 2,245
Non-current liabilities 446,380 23,036 469,416 528,725 31,978 560,703 525,595 20,548 546,143
Non-current interest bearing borrowings 433,585 22,535 456,120 512,898 17,243 530,141 514,119 19,560 533,679
Non-current provisions
Pension obligation
6,214
442
6,214
442
3,528
1,094
1,267 4,795
1,094
5,263
442
5,263
442
Derivatives 0 -140 -140 -370 -370
Deferred tax liabilities 914 914 764 764 945 945
Non-current trade and other payables 5,218 5,218 10,387 12,357 22,744 4,797 4,797
Other non-current liabilities 7 501 508 54 1,251 1,305 29 1,358 1,387
Current liabilities 155,294 434,362 589,656 43,638 305,760 349,398 82,236 373,476 455,712
Current interest bearing debts 446,370 17,089 463,459 293,801 1,187 294,988 357,516 1,449 358,965
Current provisions 4,678 2,851 7,529 910 4,430 5,340 3,953 3,748 7,701
Deferred tax liabilities 2,024 23 2,047 4,386 4 4,390 3,467 21 3,488
Current trade and other payables 59,201 45,924 105,125 25,049 11,106 36,155 38,058 36,040 74,098
Other current liabilities 10,632 864 11,496 7,787 738 8,525 10,484 976 11,460
Intercompany elimination / not allocated -367,611 367,611 -288,295 288,295 -331,242 331,242
TOTAL EQUITIES AND LIABILITIES 862,195 420,191 1,282,386 872,398 322,536 1,194,934 897,417 378,056 1,275,473
In thousands of EUR 30.06.2023 30.06.2022 31.12.2022
Western Central Inter Western Central Inter Western Central Inter
Europe Europe Segment Total Europe Europe Segment Total Europe Europe Segment Total
Operating activities
- Net income (group share) -24,660 -29,146 -53,806 8,060 936 8,996 -1,654 811 -843
- Result of non controlling interests -231 -231 -92 -92 -237 -237
- Result of Equity method Cies 4,093 4,093 1,079 1,079 3,016 3,016
- Interest charges 15,793 4,460 -6,485 13,768 9,259 -560 -1,151 7,548 20,218 364 -4,026 16,556
- Interest incomes -8,653 -333 6,485 -2,501 -1,868 1,151 -717 -6,248 -148 4,026 -2,370
- Income tax expense 790 37 827 363 4 367 1,392 53 1,445
Result for the period -12,868 -24,982 0 -37,850 16,801 380 0 17,181 16,487 1,080 0 17,567
- Depreciations 380 106 486 320 96 416 673 196 869
- Impairment losses 12,372 26,911 39,283 487 487 513 66 579
- Unrealised foreign exchange gains/(losses) -40 -1,185 -1,225 -3 344 341 20 151 171
- Fair value adjustments -6,044 -6,044 -5,924 -5,924
- Provisions (Increases / Reversals) 102 -1,172 -1,070 -2,969 -2,670 -5,639 -1,641 -4,624 -6,265
- Deferred taxes (Increases / Reversals) 1,500 1,500 306 306 -87 -87
- (Profit)/Loss on disposal of fixed assets -6,180 26 -6,154 -13,091 -13,091 -13,090 -13,090
Adjustments for non cash items 8,134 24,686 0 32,820 -20,994 -2,230 0 -23,224 -19,536 -4,211 0 -23,747
- Variation of inventories -27,122 -52,081 -79,203 -55,772 -42,860 -98,632 -78,696 -98,858 -177,554
- Variation of trade and other amounts receivables 872 2,605 -5,191 -1,714 5,598 2,617 -6,259 1,956 10,905 6,369 -7,170 10,104
- Variation of trade payables 27,892 4,436 5,773 38,101 -7,364 4,773 6,259 3,668 -17,245 17,440 7,170 7,365
- Variation of amounts payable regarding wage taxes -198 4 -194 -618 -17 -635 -375 -31 -406
- Variation of other receivables and payables -1,867 3,997 -582 1,548 1,772 -1,351 421 9,772 -2,514 7,258
Net variation on working capital -423 -41,039 0 -41,462 -56,384 -36,838 0 -93,222 -75,639 -77,594 0 -153,233
- Interests received 8,653 333 -6,485 2,501 1,868 -1,151 717 6,248 148 -4,026 2,370
- Income tax (paid) paid -2,279 -2,279 -132 -2,900 -3,032 -2,065 -3,224 -5,289
- Income tax (paid) received 116 401 517 3,018 3,018 2,969 177 3,146
Cash from operating activities (+/-) 1,333 -40,601 -6,485 -45,753 -55,823 -41,588 -1,151 -98,562 -71,536 -83,624 -4,026 -159,186
Investment activities
- Acquisitions of intangible and tangible fixed assets -323 -23 -346 -147 -52 -199 -1,041 -125 -1,166
- Acquisitions of financial investments -462 -462 0 -1,814 -1,814
- New loans -34,335 27,343 -6,992 -50,516 45,364 -5,152 -97,863 -2 87,675 -10,190
Subtotal of acquired investments -35,120 -23 27,343 -7,800 -50,663 -52 45,364 -5,351 -100,718 -127 87,675 -13,170
- Disposals of intangible and tangible fixed assets 0 2 2 0 0 0
- Disposals of financial investments 17,516 17,516 6,000 6,000 17,011 17,011
- Reimbursement of loans 19,970 25 19,995 63 5 68 482 1 483
Subtotal of disinvestments 37,486 27 0 37,513 6,063 5 0 6,068 17,493 1 0 17,494
Cash from investment activities (+/-) 2,366 4 27,343 29,713 -44,600 -47 45,364 717 -83,225 -126 87,675 4,324
Financial activities
- Increase in capital 1,925 2,287 442 0 2,704 442 0 0
- Subcription by the group -1,925 -2,729 0 0 -3,146 0 0 0
- Treasury shares -7 -7 0 0 0
- New borrowings 217,231 46,707 -27,343 236,595 119,179 45,398 -45,364 119,213 209,386 90,653 -87,675 212,364
- Repayment of borrowings -195,145 -855 -196,000 -64,433 -585 -65,018 -89,844 -916 -90,760
- Interests paid -16,903 -4,613 6,485 -15,031 -9,793 560 1,151 -8,082 -18,000 -214 4,026 -14,188
- Paids dividends -4,418 -5,593 -10,011 -17,078 -17,078 -17,078 -17,078
- Directors' entitlements -410 -410 -410 -410 -410 -410
Cash from financial activities (+/-) -1,577 37,571 -20,858 15,136 27,023 45,815 -44,213 28,625 83,612 89,965 -83,649 89,928
Net variation ot the period 2,122 -3,026 0 -904 -73,400 4,180 0 -69,220 -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 81,994 10,122 92,116
- Net variation in cash and cash equivalent 2,122 -3,026 0 -904 -73,400 4,180 0 -69,220 -71,149 6,215 0 -64,934
- Effect of exchange rate changes -775 473 -302 -99 -484 -583 -1,452 -562 -2,014
- Cash and cash equivalent at end of the year 10,740 13,222 0 23,962 8,495 13,818 0 22,313 9,393 15,775 0 25,168

Note 5. Income taxes and deferred taxes

In thousands of EUR
TAXES 30.06.2023 30.06.2022 31.12.2022
Income tax expense / Income - current
Current period tax expense -822 -361 -1,475
Adjustments to tax expense/income of prior periods -5 -6 31
Total current tax expense, net -827 -367 -1,444
Income tax expense / Income - Deferred
Related to the current period 31 -169 -357
Related to tax losses -1,531 -137 444
Total deferred tax expense -1,500 -306 87
Total current and deferred tax expense -2,327 -673 -1,357

For the six-month period ending 30 June 2023, the tax expense amounts to €2.33 million and is mainly composed of current and deferred tax liabilities relating to the City Dox and Twist projects as well as deferred tax assets reversed in view of uncertainties over the use of losses carried forward by Atenor (-€1 million) and Tage Deux Fois (-€0.52 million; total carry forward).

As a reminder, as of 30 June 2022, taxes amounted to €0.67 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
30.06.2023 30.06.2022 31.12.2022
Dividends on ordinary shares declared and paid during the period:
Final dividend for 2022: € 2.67
Final dividend for 2021: € 2.54
-10,011 -17,078 -17,078

As a reminder, the total gross dividend (excluding treasury shares) approved by the General Meeting of 28 April 2023 is €17.95 million.

60.35% of Atenor shareholders opted for the creation of new shares (optional dividend). See note 7 below. Atenor offers no interim dividends.

Note 7. Capital

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 issue of new shares in exchange for their claim to the net dividend of €1.869. 60.35% of shareholders opted for the stock dividend. As such, Atenor's capital was increased by €7,939 million (including share premium) through the issue of 386,165 new shares.

On completion of this capital increase on 27 June 2023, Atenor's capital stood at €75,990 million, represented by 7,425,010 shares.

The shareholder structure is as follows:

Structure of shareholders on 30.06.2023 Holdings % Of which shares forming part of Holding
Number of shares the joined shareholding %
ALVA SA (1) 681,423 9.18 521,437 7.02
LUXEMPART SA (1) 819,439 11.04 521,437 7.02
3D NV (1) 1,031,142 13.89 521,437 7.02
FORATENOR SA (1) 893,952 12.04 592,880 7.98
Stéphan SONNEVILLE SA(1)(2) & consorts 321,637 4.33 150,500 2.03
Subtotal 3,747,593 50.47 2,307,691 31.08
Own shares 7 0.00
Treasury shares 313,427 4.22
Public 3,363,983 45.31
Total 7,425,010 100.00

(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:

MOVEMENTS IN OWN SHARES Amount
(in thousands of €)
Number of shares
On 31.12.2022 (average price € 48.09 per share) 15,073 313,427
Movements during the period
- acquisitions 112 2,450
- sales -112 -2,443
On 30.06.2023 (average price € 48.09 per share) 15,073 313,434

Atenor SA holds 7 own shares as at 30.06.2023

The Atenor Group Investments and Atenor Long Term Growth subsidiaries still hold 163,427 and 150,000 ATENOR shares, respectively (situation unchanged from 31 December 2022).

These shares aim to enhance the AGI (2018) and ALTG (2019 to 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, with 7 shares remaining.

Note 8. Property, plant, and equipment

"Tangible assets" totalled €8.82 million as at 30 June 2023, versus €8.98 million as at 31 December 2022. 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 2023.

Depreciation for the 6-month period ending 30 June 2023 amount to €0.49 million (6-month period ending 30 June 2022: €0.42 million). No impairment loss was recognised.

Note 9. Investment properties

This item includes the Nysdam building in La Hulpe. This building is currently 94% leased and generated net rental income of €0.64 million as at 30 June 2023. 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. There are no significant changes to report in the first half of 2023. The valuation assumptions remain valid. No impairment was identified as at 30 June 2023.

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 30.06.2023 30.06.2022
At the end of the preceding period 21,482 0
Gains / (losses) arising from changes in the fair value 6,044
Investments 47 36
Transfer from "Inventories" (at cost) 15,402
At the end of the period 21,529 21,482

There was no transfer from Level 3 to Level 2 during the 6-month period ending 30 June 2023.

Note 10. Investments consolidated by the equity method

In thousands of EUR
Participations 30.06.2023 30.06.2022 31.12.2022
Victor Estates 703 883 814
Victor Properties 16 38 31
Victor Bara 4,210 4,294 4,262
Victor Spaak 7,542 7,687 7,634
Immoange 613 701 672
Markizaat 10,300 10,294
CCN Developpement 49,697
CCN Housing B1 1,930 2,154
CCN Housing B2 686 785
CCN Office A1 9,052 9,243
CCN Office C-D 39,361 40,183
De Molens 220 368
Cloche d'Or Development 1,593 3,751 2,736
Ten Brinke Mybond Verheeskade 4,130 4,307 4,225
Laakhaven Verheeskade II 86 -35
Square 42 107
Square 48 6 14
Total 69,949 81,964 83,380
In thousands of EUR
Movements of participations 30.06.2023 30.06.2022 31.12.2022
At the end of the preceding period 83,380 78,729 78,729
Share in result -4,093 -1,079 -3,016
Acquisitions, price adjustments
and restructuring 111 3,918 3,934
Disposals -11,108
Reclassification to other items 1,659 396 3,733
At the end of the period 69,949 81,964 83,380
Sums due to the
Sums due to group from related
In thousands of EUR related parties parties
Immoange - 2,657
Victor Estate - 5,494
Victor Properties - 305
Victor Bara - 2,345
Victor Spaak - 4,159
CCN Development - 11,750
Cloche d'Or Development - 30,484
Ten Brinke Mybond Verheeskade - 8,008
Laakhaven Verheeskade II - 15,256
Lankelz Foncier - 20,485
Square 42 - 11,751
Square 48 - 29
Tage Une Fois - 17,957
At the end of theperiod - 130,680

At 30 June 2023, Atenor was in partnership on the Nör.Bruxsel project in Brussels (CCN Development and its subsidiaries), 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) and 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 Cores Development/Ravago for the Square 42 project in Luxembourg, resulting in the equity accounting of the stakes in Tage Une Fois and Square 42.

At the same time, Markizaat and De Molens (De Molens project in Deinze) were sold, thus leaving Atenor's scope of consolidation.

These 3 transactions, with sale prices totalling €17.51 million, generated capital gains totalling €6.19 million. Investments with negative values at 30 June 2023 are classified as non-current provisions: CCN Development (€ - 3.10 M), Lankelz Foncier (€ -2.90 M), Laakhaven Verheeskade II (€ -0.14 M) and Tage Une Fois (€ -0.07 M).

Note 11. Inventory
--------------------
In thousands of EUR 30.06.2023 30.06.2022 31.12.2022
Buildings intended for sale, beginning balance 962,407 932,994 932,994
Activated costs 99,876 102,193 196,767
Disposals of the year -24,327 -6,173 -25,447
Exits from the consolidation scope -57,477 -135,912 -135,912
Entries in the consolidation scope 11,861
Transfers from/to the "Inventories" -188 -13,690 -12,768
Borrowing costs (IAS 23) 3,653 2,612 6,235
Foreign currency exchange increase (decrease) 16,336 -9,427 -10,836
Write-offs (recorded) -39,212 -514 -514
Write-offs (written back) 11 27
Movements during the year -1,328 -60,911 29,413
Buildings intended for sale, ending balance 961,079 872,083 962,407
Accounting value of inventories mortgaged (limited to granded loans) 253,834 175,687 189,377

The "properties held for sale" classified under "Inventories (Stock)" represent the real estate projects in the portfolio and under development. This item amounts to €961.08 million, down by €1.24 million net from 31 December 2022. This variation results primarily from (a) the continuation of the works and studies of the Roseville, Bakerstreet, Lake 11 (Budapest), @Expo, UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn, Pulsar (Düsseldorf), Well'be (Lisbon), Twist (Luxembourg), City Dox, Realex (Brussels), Au Fil des Grands Prés (Mons), NBS10 (London) and Victor Hugo (Paris) for a total of €98.41 million, (b) the sale of flats in the City Dox and Twist projects, and the sales of the Au Fil des Grands Prés office properties, reducing the stock by €22.06 million, (c) the exit of the WellBe and Square 42 projects from stock following the equity accounting of Tage Une Fois and Square 42 development shareholding (-€57.48 million) and (d impairment losses of €39.21 million on 5 projects in Germany and Central Europe, due to changes in the real estate investment market in these countries, which are having a fairly uncertain impact on yields in the short and medium term. The conversion differences related to the projects in Central Europe had an upward impact on the stock of €16.34 million; finally, the balance of the net change in this item (€3.49 million) is distributed over other projects under development.

Note 12. Current and non-current financial assets

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 6,992 279
Disposals (-) -19,994
Exits from the scope of consolidation 47,177
Reclassification (to) from other items
Increase (decrease) in the discounted amount
-22,407
arising from the passage of time and of any change in the
discount rate 299
Foreign currency exchange increase (decrease) 2
Ending balance 131,425 697
Fair value 131,425 697
Valuation level 3 level 3
Current financial assets
Beginning balance 337 39,040 25,093
Acquisitions
Disposals (-) -56 -968 -848
Exits from the consolidation scope -1,551
Reclassification (to) from other items 370 12,186
Impairments (-) -25 -56
Foreign currency exchange increase (decrease) 59 1,249
Ending balance 256 215 50,261 23,943
Fair value 256 215 50,261 23,943
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 +€34.2 million is explained, in particular, by the movements on advances granted during the first half of the year as well as by the transfer as well as the transfer to this item of 50% of the receivables from Tage Une Fois and Square 42 on the disposal of 50% of these investments (€47.18 million).

"Other current financial assets" concern short-term deposits (€0.02 million) as well as debt securities (€0.24 million).

As at 30 June 2023, "Clients and other non-current debtors" totalled €0.70 million and relate to receivables from buyers of flats in the City Dox project.

"Clients and other current debtors" increased from €39.04 million to €50.26 million as at 30 June 2023, an increase of €11.22 million mainly impacted by the transfer of receivables from long-term to short-term.

Foreign exchange, default, credit, and liquidity risks are detailed in Note 16 of the 2022 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.

As part of the financing of €22 million by its Polish subsidiary Haverhill Investments in February 2019, Atenor simultaneously concluded a hedging rate contract which covers 71% of the credit. The fair value of this financial instrument qualified as a "cash flow hedge" (-€0.22 million) is directly recognised under equity.

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.

Cash and Cash equivalents

In thousands of EUR
30.06.2023 30.06.2022 31.12.2022
CASH AND CASH EQUIVALENTS
Short-term deposits 19 4,070 75
Bank balances 23,941 18,241 25,091
Cash at hand 2 2 2
Total cash and cash equivalents 23,962 22,313 25,168

Note 13. Current and non-current financial liabilities

In thousands of EUR Current Non current
More than 5
1-5 years
Total Fair value (*) Valuation
30.06.2023 Up to 1 year years
Financial liabilities
Finance lease debts (IFRS 16) 346 891 4,319 5,556 5,519 level 3
Credit institutions 276,963 100,771 6,733 384,467 322,585 level 3
Bond isssue 30,000 294,877 324,877 301,352 levels 1 & 3
Other loans 156,150 48,529 204,679 254,467 levels 1 & 3
Total financial liabilities according to their maturity 463,459 445,068 11,052 919,579 883,923
Other financial liabilities 0
Trade payables 51,720 51,720 51,720 level 3
Other payables 51,543 5,218 56,761 56,761 level 3
Other financial liabilities 508 508 508 level 3
Total amount of other liabilities according to their maturity 103,263 5,726 108,989 108,989
Current Non current
More than 5 Total Fair value Valuation
31.12.2022 Up to 1 year 1-5 years 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 0 238,776 238,688 levels 1 & 3
Total financial liabilities according to their maturity 358,965 474,360 59,319 892,644 885,352
Other financial liabilities 0
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 3.80%, 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 2022.

Financial debt

FINANCIAL DEBTS on 30.06.2023
Nominal value (in EUR)
Bonds issues
Retail bond - tranche 2 at 3.50%
Retail bond - tranche 2 at 3.50%
05.04.2018 to 05.04.2024
08.05.2019 to 08.05.2025
30,000,000
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 325,000,000
Via credit institutions
Atenor Long Term Growth 6,880,000
Atenor Corporate (BNPPF) 10,000,000
Atenor Corporate (Belfius) 134,800,000
Atenor Corporate (CEHDF) 14,910,000
Projects Le Nysdam (via Hexaten) 13,000,000
City Dox (via Immmobilière de la Petite Île) 11,700,000
Realex (via Leaselex) 60,000,000
Beaulieu (via Atenor) 18,900,000
Lakeside (via Haverhill) 17,050,000
Twist (via Atenor Luxembourg) 22,464,340
Victor Hugo (via 186 Victo Hugo) 45,000,000
Astro (via Highline) 7,406,613
UP-site Bucharest (via NOR Residential Solutions) 15,663,920
Arena A (via Hungaria Greens) 6,733,500
Total financial debts via credit institutions 384,508,373
Other loans
CP 2023 65,900,000
2024 13,000,000
MTN 2023 1,250,000
2024 1,000,000
2025 5,000,000
2026 500,000
EMTN 2023 30,000,000
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
Fonds privés Twist (via Atenor Luxembourg) 15,100,000
Com'Unity (via BDS 1X) 35,000,000
Total other payables 204,850,000
Leases liabilities (IFRS 16)
Atenor France 268,831
Atenor Hungary 30,608
Atenor Luxembourg 628,918
Atenor Deutschland 120,423
Atenor Romania 186,773
Fleethouse 4,319,925
Total leases liabilities 5,555,478
TOTAL FINANCIAL DEBTS 919,913,851
In thousands of EUR Current Non-current
Up to 1 year More than 1 year TOTAL
MOVEMENTS ON FINANCIAL LIABILITIES
On 31.12.2022 358,965 533,679 892,644
Movements of the period
- New loans 161,800 74,679 236,479
- Reimbursement of loans -187,183 -8,600 -195,783
- Rent debts (IFRS 16) -217 -217
- Exits from the consolidation scope -13,767 -13,767
- Variations from foreign currency exchange 524 -417 107
- Short-term/long-term transfer 129,536 -129,536
- Other 34 82 116
On 30.06.2023 463,459 456,120 919,579

Please see the comment on page 4 of the consolidated balance and the increase in indebtedness.

For the 6-month period ending 30 June 2023, financial debt rose from €892.64 million to €919.58 million, an increase of €26.94 million.

New borrowings in the first half of the year include:

  • Belfius corporate loans of €134.80 M;
  • Two loans of €35M (granted by 3D SA, one of Atenor's reference shareholders) and €15.10M respectively (granted by private funds);
  • Renewal of the €13 million loan for the Nysdam project;
  • The increase in outstanding loans relating to the Twist (€5.48m), UP-site Bucharest (€12.71m) and Square 42 (before disposal of 50% of shares) projects (€6.75m).

Repayments mainly concern;

  • Two Belfius loans of €40m and €20m matured;
  • A €20 million bond issue and a €13.25 million MTN;
  • The AGP credit of €9M;
  • The €8.6M reduction in the credit for the City Dox project;
  • The reduction in CP outstandings amounted to €71m.

The increase in short-term debt relates mainly to the maturity of the €60 million facilities granted as part of the Realex project, a €30 million bond issue and two facilities totalling €38 million for the Twist and Lakeside/UBC II projects.

The amount of € -13.77M included under "Companies leaving the scope of consolidation" corresponds to loans to Square 42 and Tage Une Fois, which are now accounted for using the equity method following the sale of 50% of their shares during the first half.

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.

Note 14. Transactions with linked parties

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 dated 27 June 2023.

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 2023 to members of the Executive Committee, staff or certain service providers of Atenor.

Note 16. Events subsequent to the closing date

The current evolution of the economic environment, its turbulences and the resulting increase in the cost of financing, have led Atenor to revisit the balance between equity and debt. In light of this, and as part of the announced measures, the board of directors, called for an extraordinary general meeting on 11 September to proceed with an equity raising.

In order to allow all shareholders of Atenor to participate in the equity raising, the board of directors proposes to execute it through a capital increase with preferential subscription rights for the existing shareholders (statutory rights issue).

No other major events are to be noted since 30 June 2023.

E. Management declaration

Stéphan Sonneville SA, CEO and Chairman of the Executive Committee and the Members of the Executive Committee, including Mr Laurent Jacquemart for Value Add Consulting, 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 2023 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

F. External audit

Statutory auditor's report to the Board of Directors of Atenor SA on the review of the condensed consolidated interim financial information as at 30 June 2023 and for the six-month period then ended

Introduction

Nous avons effectué l'examen limité de l'état consolidé résumé de la situation financière de ATENOR SA arrêté au 30 juin 2023 ainsi que des états consolidés résumés du résultat global, des variations des capitaux propres et du tableau consolidé résumé des flux de trésorerie pour la période de six mois close à cette date, ainsi que des notes explicatives (« l'information financière consolidée intermédiaire résumée »). L'organe d'administration de la société est responsable de l'établissement et de la présentation de cette information financière consolidée intermédiaire résumée conformément à l'IAS 34 « Information financière intermédiaire » telle qu'adoptée par l'Union Européenne. Notre responsabilité est d'exprimer une conclusion sur cette information financière consolidée intermédiaire résumée sur la base de notre examen limité.

Etendue de l'examen limité

Nous avons effectué notre examen limité selon la norme ISRE 2410 « Examen limité d'informations financières intermédiaires effectué par l'auditeur indépendant de l'entité ». Un examen limité d'information financière intermédiaire consiste en des demandes d'informations, principalement auprès des personnes responsables des questions financières et comptables et dans la mise en œuvre de procédures analytiques et d'autres procédures d'examen limité. L'étendue d'un examen limité est considérablement plus restreinte que celle d'un audit effectué selon les normes internationales d'audit (ISA) et ne nous permet donc pas d'obtenir l'assurance que nous avons relevé tous les éléments significatifs qu'un audit aurait permis d'identifier. En conséquence, nous n'exprimons pas d'opinion d'audit.

Conclusion

Sur la base de notre examen limité, nous n'avons pas relevé de faits qui nous laissent à penser que l'information financière consolidée intermédiaire résumée ci-jointe pour la période de six mois close le 30 juin 2022 n'a pas été établie, dans tous ses aspects significatifs, conformément à l'IAS 34 « Information financière intermédiaire » telle qu'adoptée par l'Union Européenne.

Paragraphe d'observation :

Sans remettre en cause notre conclusion exprimée ci-dessous, nous attirons l'attention sur la note « B. Perspectives pour l'exercice 2023 » du rapport financier semestriel 2023 qui décrit les évolutions négatives en 2023 durant le premier semestre et les perspectives du marché immobilier pour le reste de l'année.

Diegem, 16 August 2023 EY Réviseurs d'Entreprises SRL Statutory auditor, represented by Carlo-Sébastien D'Addario* Partner

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