Interim / Quarterly Report • Sep 24, 2014
Interim / Quarterly Report
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The first half of 2014 closed with a consolidated net profit (group share) of 3.00 million euros compared to a result of 9.21 million euros for the first half of 2013.
The sale of block B1 of the UP-site project, the increase in the contribution of the Port du Bon Dieu project in Namur, the first revenue from the Hungarian project and the reduction in overhead contributed to the results for the first half of 2014. The first half of 2013 was marked by a major contribution from the TREBEL project after obtaining the permit and the end of appeal proceedings.
| Results | 30.06.2014 | 30.06.2013 |
|---|---|---|
| Net consolidated result (group share) | 3,000.00 | 9,212.33 |
| Profit per share (in euros) | 0.55 | 1.75 |
| Number of shares | 5,457,264 | 5,251,918 |
| of which own shares | 157,142 | 157,583 |
| Balance sheet | 30.06.2014 | 31.12.2013 |
| Total assets | 382,915 | 376,709 |
| Cash position at the end of the period | 24,383 | 38,909 |
| Net indebtedness (-) | -203,534 | -174,932 |
| Total of consolidated equity | 103,028 | 104,786 |
The turnover as at 30 June 2014 amounted to 65.75 million euros. It mainly consists of revenue related to the UP-site project partly from the sale of the B1 block of offices, the apartments of the Tower and the Terrace Buildings (38.12 M euros) and partly from the turnover resulting from the second portion (22.34 M euros) of the TREBEL project. The revenue from the sale of the apartments of the Namur project (3.53 M euros) completes this turnover.
The operating result amounts to 13.10 million euros, influenced on the one hand by the transfer to INASTI of UP-site's office block B1 and the apartments of the Tower and of the Terrace Buildings, pro rata the progress of the works (11.94 million euros) and on the other hand by the contribution of the TREBEL project (2.02 million euros), as booked in accordance with its degree of progress (from 38.48% to 44%). The sale of apartments in the Port du Bon Dieu project in Namur (0.9 M euros), the revenue associated with the leasing of the first Hungarian office building (0.57 M euros), as well as the indemnities received within the framework of the City Docks project in Anderlecht (0.31 M euros) provide an additional contribution to the operating result. Ultimately, administrative costs amounting to 2 million euros reduce this result.
The net financial result amounts to -2.73 million euros, compared with -2.77 million euros for the first half of 2013. This stability of financial charges over the first half year is mainly due to a certain balance in the net debt related to project development, coupled with favourable financing conditions.
Deferred tax expense: In compliance with the IAS 12 and the situation of the fiscal losses of ATENOR, the UP-site and the Trebel projects resulted, when launched, in the recording of deferred tax assets. In the first half of 2014, the impact of the taking back these deferred taxes amounted to 6.68 million euros.
The net result of the first half of the financial year amounts to 3.00 million euros.
The consolidated shareholders' equity amounts to 103.03 million euros, which amounts to 26.9% of the balance sheet total.
As at 30 June 2013, the group has a net financial indebtedness of 203.53 million euros (including cash amounting to 24.38 million euros), compared with a net financial indebtedness of 174.93 million euros (including cash amounting to 38.81 million euros) as at 31 December 2013.
The increase in net debt of the Group (28.6 million euros) is mainly due to the acquisition of 50% of the AIR Properties project in Luxembourg and the continuation of the work on all portfolio projects, 9 of which are in the commercialization phase or already sold.
The "buildings held for sale" classified under "Stock" represent the real estate projects in portfolio and in the course of development. This item amounts to 255.90 million euros, a net decrease of 5.37 million euros in comparison with 31 December 2013. This change is mainly due to (a) sales of apartments and the B1 block of offices in the UP-site project which reduced the stock by 20.08 million euros and (b) the continuation of the work on the Hermes Business Campus project (Romania), the Vaci Greens project (Hungary), the Port du Bon Dieu project in Namur and the Brussels Europa project in Brussels, making a total of +12.59 million euros. The remainder (2.12 million euros) is distributed over the other projects in development.
In the course of the first half of the year, ATENOR continued the development of the projects in the portfolio and recorded some major favourable events.
Further to the last new acquisitions, the portfolio currently includes 13 projects under development for a total on the order of 600,000 m².
The projects experienced the following developments:
As recently communicated, the last of the 4 office buildings (10,000 m²) was subject to an agreement regarding its sale to INASTI. The transaction was approved on 30 June after the usual due diligence procedures, thus finalizing the sale of the office part of the project UP-site. This transaction contributes an amount of 4.71 million euros to the results for the first half of 2014.
The sale of the apartments in the Buildings-Terraces adjoining the Tower is reaching its conclusion, with the apartments on the canal front having all been quickly sold. The Tower's marketing has entered its final phase: while almost 90% of the apartments below the 25th floor have already found a taker, we opened a show apartment on the 27th floor demonstrating the exclusive nature of these residential units. Already, almost 25% of the apartments at the top of the tower have been reserved and specific marketing is about to be launched for the remaining units.
The building work, which started in April 2013, continues according to the schedule agreed with the European Parliament, the provisional acceptance is planned for 2016. We remind you that the result is recognised as building work progresses, taking into account the sale commitment signed with the European Parliament.
BRUSSELS EUROPA – European Quarter, rue de la Loi, Brussels (29,000 m² of offices, 9,000 m² of residential) Following the conclusions of the impact assessment on the one hand, and based on the requirements of the RRUZ on the other hand, in March ATENOR filed a permit application amended to fit within this new regulatory framework. The current project now has 29,000 m² of offices for 9,000 m² of accommodation thus offering a vertical mix in a harmonious architecture.
Following the public inquiry and the committee for cooperation last May, the region authorities concluded a favourable opinion enabling ATENOR to obtain the environmental and demolition permits for the existing buildings. In addition, the planning permission will be granted as soon as the requested minor modifications have been validated by the administration. This last step suggests that the start of construction will be in the 2nd quarter of 2015, at the end of the demolition work.
VICTOR – opposite the South Station, Brussels (in the region of 100,000 m² mixed)
The master plan for the Midi district presented in March by the Brussels Capital Minister-Regional President has been included in the majority agreement of the new Government, which plans to approve it before the end of 2014. This master plan has led ATENOR and its partner to completely revise the initial project, for which a permit application has been submitted. This plan provides a consensual and ambitious vision of the district's future structure. The new project will now include a significant residential part, justified by the district dynamic thus created. Furthermore, the new architectural and engineering designs made are perfectly consistent with this blueprint with a view to a new permit application. In the meantime, ATENOR and its partner are engaged in competitive dialogue for the relocation of the offices of the Ministry of the Brussels-Capital Region, which could ultimately lead to an acceleration of the process.
A planning permit request was filed in March for the first phase of the project and focuses on the construction of housing, areas for integrated services to businesses and a nursing home and residenceservices for a total of 38,000 m². This application fits perfectly into the framework of the new PRAS demographic and entirely consistent with the Canal Plan's guidelines. Studies are underway for the second phase of the project, mainly of a residential character alongside the canal.
The building works on this new residential complex at the gateway to the city continue at a steady pace, to such a point that we opened a model apartment on the 1st floor on 1st July. This event gives a boost to the marketing already well under way. In fact, since January 2013, nearly 60% of the first block of 46 apartments has been the subject of an agreement or a deed, the two other blocks following in their footsteps with 20% in pre-sales since the end of 2013. This trend confirms the market interest for this unique project in Namur. The completion of the work will be spread over the 2nd half of 2015.
After an initial planning permit for the building of a block of 78 residential units in the context of the existing District Land Use Plan, we obtained a permit for four other residential blocks, representing a total of 134 residential units. Obtaining the latter enabled an agreement to be signed for the sale of these 4 blocks to a consortium specializing in the purchase and management of investment property; an agreement that provides for the construction of the first block in February 2015. A revised PCA is currently under discussion between local and regional authorities on the basis of which the further development may be considered.
A request for a single permit for the development of around 20,000 m², mainly residential, was introduced in January 2014 as a result of which an advertising campaign was launched last May. Building is scheduled to start on the first two residential blocks at the beginning of the 4th quarter as soon as the permit is obtained.
This residential project having finally been granted planning permission, the construction work should begin shortly, based on a current provisional sale rate of 67%.
Two major elements have marked the good progress of this project: on the one hand, obtaining the planning permission for the renovation/extension of the building, and on the other hand the signing of the basic commercial contract with CDCL. Work therefore began on 1st August, in order to deliver the building within the timeframe agreed with its new tenant, the financial services company BDO. Furthermore, the investment market has shown an interest in acquiring this project.
The construction work on the first building of 18.000 m² was completed in March and the first tenants moved in as the development work was completed. Today, the building is 100% pre-leased, which has enabled the procedures for invitations to tender to be initiated for the construction of the second block of offices of 26,500 m², adjacent to the first and for which we report a pre-sale rate of 20%. This favourable context leads to contacts on the investment market for the resale of the blocks, the project enjoys a good positioning in terms of quality-price ratio and location.
The first building (A - 17.420 m²) has since January 2014 been completely leased to several prestigious companies, including the General Electric group, which occupies several floors. Some investors have expressed interest, our aim being to finalize the sale of the block before the end of the year. The interest of General Electric is also focused on two other buildings (B and C - 45.000 m²), for which construction began with the signing of commitments to lease equivalent to a pre-sale rate of 34% for block C.
RUE AUX LAINES – Quartier Louise, near the Palais de Justice, Brussels (of the order of 14,000 m² mixed) Atenor and INASTI have reached an agreement based on which Atenor will redevelop the former INASTI site into a mixed project of 14,000 m².
Moreover, Atenor has confirmed that it is in final negotiations for the acquisition of the Swift site at La Hulpe (4.5 ha between the city centre and the railway station). The intention is to redevelop the site by creating about 180 homes in the middle of a beautiful park, as well as multipurpose areas, shops and offices.
The negotiations should be completed in the coming weeks.
The operation of the hotel under the PARK INN brand generated a good operating result in the first quarter of 2014. ATENOR, together with its partners, is examining the most appropriate commercial approaches with a view to selling the company owning the hotel.
Within the framework of the dossiers for liquidity companies, the case of the sale of the limited company s.a. Entreprises Migeotte to the Société Générale (France) that occurred in 1999 will be heard by the Turnhout Criminal Court on 3 and 4 December 2014.
In the context of the "Erasmonde - American Energy" case, the Court of Cassation should rule in the second semester on the appeal lodged against the referral decision issued in October 2013 against 13 companies and persons including Atenor Group and Stéphan Sonneville, the representative of Atenor Group's CEO.
On 3 September, the Council Chamber in Brussels decided to return the "D-Facto - Cabepo" case to the Criminal Court. A dozen persons or legal entities are defendants in this case, which has been ongoing for more than a decade.
In general, Atenor Group, which has cooperated fully in the investigations carried out by the judicial and tax authorities, confirms that it has not committed any fraud, either in regard to tax or to company law, and is confident of having its good faith recognised in all the cases.
During the first half of 2014, ATENOR GROUP s.a. acquired 9,967 own shares bringing the total number of own shares to 17,550. These were then fully transferred to the beneficiaries of the share option plan (SOP 2010).
The Atenor Group Investments subsidiary, which owned 150,000 Atenor shares, opted for further shares during the payment of the dividend for fiscal year 2013, bringing the total number of Atenor shares in its possession to 157,142.
The positive development of the activities in the portfolio on the commercial and urban plans should support the results in the second half of the year.
In the absence of unforeseeable events specific to the Atenor Group or of a macro-economic nature, the annual results for 2014 should be close to the annual results for 2013.
At the 2014 General Shareholders' Meeting, the Board of Directors proposed an optional dividend. 82.11% of shareholders opted in, thereby expressing their confidence in the group's strategy.
Publication of the annual results for 2014 : 5 March 2015 Annual General Meeting 2014 : 24 April 2015 Publication of the half-yearly results for 2015 : 21 September 2015
For more detailed information, we ask that you contact Stéphan Sonneville sa, CEO or Sidney D. Bens, CFO.
Tel +32 (2) 387.22.99 Fax +32 (2) 387.23.16 e-mail: [email protected] www.atenor.be
| In thousands of EUR | |||
|---|---|---|---|
| 30.06.2014 | 30.06.2013 | ||
| Revenue | 65.753 | 77.983 | |
| Turnover | 64.472 | 77.974 | |
| Property rental income | 1.281 | 9 | |
| Other operating income | 4.375 | 1.157 | |
| Gain (loss) on disposals of financial assets | 9 | ||
| Other operating income | 4.360 | 940 | |
| Gain (loss) on disposals of non-financial assets | 15 | 208 | |
| Operating expenses (-) | -57.025 | -61.433 | |
| Raw materials and consumables used (-) | -27.433 | -54.946 | |
| Changes in inventories of finished goods and work in progress | -14.001 | 6.415 | |
| Employee expenses (-) | -887 | -743 | |
| Depreciation and amortization (-) | -184 | -87 | |
| Impairments (-) | -120 | -246 | |
| Other operating expenses (-) | -14.400 | -11.826 | |
| RESULT FROM OPERATING ACTIVITIES - EBIT | 13.103 | 17.707 | |
| Financial expenses (-) | -2.977 | -3.205 | |
| Financial income | 248 | 433 | |
| Share of profit (loss) from investments consolidated by the equity method | -139 | -125 | |
| PROFIT (LOSS) BEFORE TAX | 10.235 | 14.810 | |
| Income tax expense (income) (-) | -7.235 | -5.598 | |
| PROFIT (LOSS) AFTER TAX | 3.000 | 9.212 | |
| Post-tax profit (loss) of discontinued operations | 0 | 0 | |
| PROFIT (LOSS) OF THE PERIOD | 3.000 | 9.212 | |
| Attributable to minority interest | |||
| Group profit (loss) | 3.000 | 9.212 | |
| EARNINGS PER SHARE | EUR | ||
| 30.06.2014 | 30.06.2013 |
| Number of shares | 5.457.264 | 5.251.918 |
|---|---|---|
| Diluted earnings per share | 0,55 | 1,75 |
| Other elements of the overall profit and losses | In thousands of EUR | |
| 30.06.2014 | 30.06.2013 | |
| Group share result | 3.000 | 9.212 |
| Items to be reclassified to profit or loss in subsequent periods : | ||
| Translation adjusments | -968 | -924 |
Cash flow hedge
Overall total results of the group 2.032 8.288
Overall profits and losses of the period attributable to third parties 1
| ASSETS | ||
|---|---|---|
| In thousands of EUR | ||
| 30.06.2014 | 31.12.2013 | |
| NON-CURRENT ASSETS | 72.107 | 43.049 |
| Property, plant and equipment | 1.208 | 341 |
| Investment property | ||
| Intangible assets | 3.533 | 4.523 |
| of which goodwill | 3.516 | 4.498 |
| Investments in related parties | 0 | 0 |
| Investments consolidated by the equity method | 21.097 | 10.361 |
| Deferred tax assets | 4.003 | 10.281 |
| Other non-current financial assets | 17.901 | 17.535 |
| Derivatives | 0 | 0 |
| Non-current trade and other receivables | 24.360 | 3 |
| Other non-current assets | 5 | 5 |
| CURRENT ASSETS | 310.808 | 333.660 |
| Assets held for sale | ||
| Inventories | 255.900 | 261.267 |
| Other current financial assets | 12.439 | 37.379 |
| Derivatives | 0 | 0 |
| Current tax receivables | 4.060 | 3.440 |
| Current trade and other receivables | 25.478 | 29.146 |
| Current loans payments | 90 | 35 |
| Cash and cash equivalents | 11.944 | 1.530 |
| Other current assets | 897 | 863 |
| TOTAL ASSETS | 382.915 | 376.709 |
30.06.2014 31.12.2013
| TOTAL EQUITY | 103.028 | 104.786 |
|---|---|---|
| Group shareholders' equity | 103.028 | 104.786 |
| Issued capital | 51.113 | 44.644 |
| Reserves | 58.260 | 66.517 |
| Treasury shares (-) | -6.345 | -6.375 |
| Minority interest | 0 | 0 |
| Non-current liabilities | 190.175 | 184.682 |
| Non-current interest bearing borrowings | 175.834 | 164.097 |
| Non-current provisions | 436 | 424 |
| Pension obligation | 80 | 80 |
| Derivatives | 39 | 61 |
| Deferred tax liabilities | 9.432 | 10.170 |
| Current trade and other payables | 4.062 | 9.814 |
| Other non-current liabilities | 292 | 36 |
| Current liabilities | 89.712 | 87.241 |
| Current interest bearing debts | 52.083 | 49.744 |
| Current provisions | 1.052 | 1.052 |
| Pension obligation | 0 | 0 |
| Derivatives | 17 | 28 |
| Current tax payables | 2.049 | 1.663 |
| Current trade and other payables | 26.954 | 27.181 |
| Other current liabilities | 7.557 | 7.573 |
| TOTAL EQUITY AND LIABILITIES | 382.915 | 376.709 |
| In thousands of EUR | |||
|---|---|---|---|
| 30.06.2014 | 30.06.2013 | 31.12.2013 | |
| Operating activities | |||
| - Profit/loss after tax (excl. discontinued operations) | 3.000 | 9.212 | 12.028 |
| - Result of investments consolidated by the equity method | 139 | 125 | 324 |
| - Stock options plans / IAS 19 | 41 | 49 | 113 |
| - Depreciations (+/-) | 205 | 108 | 172 |
| - Write off (+/-) | 120 | 246 | 46 |
| - Provisions (+/-) | 13 | 4 | 17 |
| - Translation adjustments (+/-) | 40 | 14 | -16 |
| - Profits/losses on assets disposals | -15 | -173 | -205 |
| - Self-constructed assets | |||
| - Deferred taxes (+/-) | 5.664 | 4.444 | 4.554 |
| - Cash flow | 9.207 | 14.029 | 17.033 |
| - Increase/decrease in inventories | 10.750 | -15.890 | -32.294 |
| - Increase/decrease in receivables | -27.491 | -46.079 | -56.114 |
| - Increase/decrease in debts | 2.337 | 9.910 | -13.627 |
| - Increase/decrease in working capital | -14.404 | -52.059 | -102.035 |
| Cash from operating activities (+/-) | -5.197 | -38.030 | -85.002 |
| Investments activities | |||
| - Acquisitions of intangible and tangible assets | -1.044 | -91 | -141 |
| - Acquisitions of financial investments | -10.875 | -60 | |
| - New loans | -372 | -1.201 | -1.779 |
| - Subtotal of acquired investments | -12.291 | -1.292 | -1.980 |
| - Disposal of intangible and tangible assets | 851 | 0 | |
| - Disposal of financial investments | 0 | 11.309 | 0 |
| - Reimbursement of loans | 6 | 163 | 163 |
| - Subtotal of disinvestments | 857 | 11.472 | 163 |
| Cash from investment activities (+/-) | -11.434 | 10.180 | -1.817 |
| Financial activities | |||
| - Capital increase | 0 | 0 | 0 |
| - Capital decrease | 0 | -11.438 | -288 |
| - Own shares | 29 | 0 | |
| - New long-term loans | 12.412 | 38.321 | 43.179 |
| - Reimbursement of long-term loans | -6.158 | -51.118 | -11.463 |
| - Dividends paid by parent company to its shareholders | -4.024 | -3.983 | -3.983 |
| - Fees paid to the directors | -225 | -225 | -225 |
| Cash from financial activities (+/-) | 2.034 | -28.443 | 27.220 |
| - Changes in scope of consolidation and exchange rate | 71 | -305 | -208 |
| Net cash variation | -14.526 | -56.598 | -59.807 |
| - Opening value of cash accounts in balance sheet | 38.909 | 98.716 | 98.716 |
| - Closing value of cash accounts in balance sheet | 24.383 | 42.118 | 38.909 |
In thousands of EUR
| Issued capital | Hedging reserves | Own shares | Accumulated results |
Profit/loss of the period |
IAS 19R reserves | Cumulative translation adjusments |
Minority interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 01.01.2013 | 38.880 | - | (6.375) | 76.190 | - | - | (10.090) | 138 | 98.743 |
| Profit/loss of the period Other elements of the overall results |
- - |
- - |
- - |
- - |
12.028 - |
- (141) |
- (1.789) |
- - |
12.028 (1.930) |
| Total comprehensive income | - | - | - | - | 12.028 | (141) | (1.789) | - | 10.098 |
| Capital increase Paid dividends and directors' entitlements |
5.764 - |
- - |
- - |
- (9.762) |
- - |
- - |
- - |
- - |
5.764 (9.762) |
| Own shares Share based payment Others |
- - - |
- - - |
- - - |
- 81 - |
- - - |
- - - |
- - - |
- - (138) |
- 81 (138) |
| Balance as of 31.12.2013 | 44.644 | - | (6.375) | 66.509 | 12.028 | (141) | (11.879) | - | 104.786 |
| First semester 2013 | |||||||||
| Balance as of 01.01.2013 | 38.880 | - | (6.375) | 76.190 | - | - | (10.090) | 138 | 98.743 |
| Profit/loss of the period | - | - | - | - | 9.212 | - | - | - | 9.212 |
| Other elements of the overall results | - | - | - | - | - - |
(924) - | (924) | ||
| Total comprehensive income | - | - | - | - | 9.212 | (924) | - | 8.288 | |
| Capital increase | 5.764 | - | - | - | - | - | - | - | 5.764 |
| Paid dividends and directors' entitlements | - | - | - | (9.762) | - | - | - | - | (9.762) |
| Own shares | - | - | - | - | - | - | - | - | - |
| Share based payment | - | - | - | - | - | - | - | - | - |
| Others | - | - | - | 50 | - | - | - | (138) | (88) |
| Balance as of 30.06.2013 | 44.644 | - | (6.375) | 66.478 | 9.212 | - | (11.014) | - | 102.945 |
| First semester 2014 | |||||||||
| Balance as of 01.01.2014 | 44.644 | - | (6.375) | 78.537 | - | (141) | (11.879) | - | 104.786 |
| Profit/loss of the period | - | - | - | - | 3.000 | - | - | - | 3.000 |
| Other elements of the overall results | - | - | - | - | - - |
(968) | - | (968) | |
| Total comprehensive income | - | - | - | - | 3.000 | (968) | - | 2.032 | |
| Capital increase | 6.469 | - | - | - | - | - | - | - | 6.469 |
| Paid dividends and directors' entitlements | - | - | - | (10.204) | - | - | - | - | (10.204) |
| Own shares | - | - | 30 | - | - | - | - | - | 30 |
| Share based payment | - | - | - | (85) | - | - | - | - | (85) |
| Others | - | - | - | - | - | - | - | - | - |
| Balance as of 30.06.2014 | 51.113 | - | (6.345) | 68.248 | 3.000 | (141) | (12.847) | - | 103.028 |
The half-year consolidated financial statements of the Group of 30 June 2014 were adopted by the Board of Directors at 22 September 2014.
The consolidated accounts of 30 June 2014 were prepared in conformity with the IAS 34 standard relating to intermediate financial information.
The intermediate financial accounts do not include all the information that must be shown in the annual report and must be read alongside the annual report of 31 December 2013.
The evaluation rules adopted for the preparation of the consolidated financial situation of 30 June 2014 were not modified compared to the rules followed for the preparation of the annual report of 31 December 2013.
The new IAS 19 standard has come into force for periods starting after 1 January 2013 with retroactive effect. Considering Atenor Group's limited exposure to the staff benefits issue, the impact of the new standard is negligible.
The IAS 1R standard has been the subject of amendments and is mandatory for fiscal years starting from 1st July 2012.
The IFRS 13 standard, which provides a new definition of "fair value", namely "the price that would be received for selling an asset or paid for transferring a liability in a normal transaction between market participants on the valuation date", shall apply from 1 January 2013 but requires no modification of the comparative Financial statements. The information required supplements note 5 (financial liabilities).
The life cycle of the real estate projects of ATENOR GROUP can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.
Follow-up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:
As soon as a project reaches the construction phase, a monthly progress meeting is held with:
This communication system allows Atenor to determine, monitor and resolve all potential operational risks well in time.
| In thousands of EUR | |||
|---|---|---|---|
| 30.06.2014 | 30.06.2013 | 31.12.2013 | |
| CASH AND CASH EQUIVALENTS | |||
| Short-term deposits | |||
| Bank balances | 11.942 | 3.050 | 1.528 |
| Cash at hand | 2 | 2 | 2 |
| Total cash and cash equivalents | 11.944 | 3.052 | 1.530 |
| Current | Non-current | TOTAL | |
|---|---|---|---|
| Up to 1 year | More than 1 year | ||
| Movements on Financial Liabilities | |||
| On 31.12.2013 | 49.744 | 164.097 | 213.841 |
| Movements of the period | |||
| - New loans | 9.650 | 11.750 | 21.400 |
| - Reimbursement of loans | -7.340 | -7.340 | |
| - Short-term/long-term transfer | |||
| - Hedging of fair marketvalue | 33 | 33 | |
| - Others | -4 | -13 | -17 |
| On 30.06.2014 | 52.083 | 175.834 | 227.917 |
Atenor Group has issued two bonds with a nominal value of 75 million euros (2010-2015) and 60 million euros (2012-2017). In accordance with IFRS 13, the "fair value" of these two securities set on 30 June 2014 are, respectively, 76.59 million euros (102.12% of listing price - Bourse de Luxembourg) and 64.70 million euros (107.84% of the trading price on Euronext Brussels).
| In thousands of EUR | |||
|---|---|---|---|
| 30.06.2014 | 30.06.2013 | 31.12.2013 | |
| Dividends on ordinary shares declared and paid during the period: | |||
| Final dividend for 2013: 2,00 EUR | |||
| The Atenor shareholders opted by a 82.11% majority (optional | |||
| dividend) for the creation of new shares. The amount of the capital | |||
| increase (26.05.2014) amounted to € 6.47 million | -4.024 | -3.983 | -3.983 |
| Final dividend for 2012: 2,00 EUR |
ATENOR GROUP does not offer any interim dividend.
| In thousands of EUR | ||||
|---|---|---|---|---|
| INCOME TAX EXPENSE / INCOME - CURRENT AND DEFERRED | 30.06.2014 | 30.06.2013 | 31.12.2013 | |
| INCOME TAX EXPENSE/INCOME - CURRENT | ||||
| Current period tax expense Adjustments to tax expense/income of prior periods |
-1.596 26 |
-1.153 | -1.661 -51 |
|
| Total current tax expense, net | -1.570 | -1.153 | -1.712 | |
| INCOME TAX EXPENSE/INCOME - DEFERRED | ||||
| Related to the current period Related to prior exercises (tax losses) |
-5.767 102 |
-8.450 4.005 |
-11.962 7.408 |
|
| Total deferred tax expense | -5.665 | -4.445 | -4.554 | |
| TOTAL CURRENT AND DEFERRED TAX EXPENSE | -7.235 | -5.598 | -6.266 |
ATENOR GROUP exercises its main activity of developing real estate promotion projects essentially in the area of office and residential buildings with relatively homogeneous characteristics and similar viability and risk profiles.
The activities of ATENOR GROUP form one single sector (Real Estate), within which the real estate development and promotion projects are not differentiated by nature or by geographical area. The primary segmentation (Real Estate) reflects the organisation of the group's business and the internal reporting supplied by Management to the Board of Directors and to the Audit Committee. There is no secondary segment.
The ATENOR GROUP activity report provides more detailed information on the results and purchases and sales during the period reviewed.
The "tangible fixed assets" item is only affected by the amortization expense and any investments.
The "buildings held for sale" classified under "Stock" represent the real estate projects in portfolio and in the course of development. This item amounts to 255.90 million euros, a net decrease of 5.37 million euros in comparison with 31 December 2013. This change resulted primarily from (a) the sale of apartments and office block B1 in the UP-site project which reduce the stock by 20.08 million euros and (b) the continuation of the work on the Hermes Business Campus project (Romania), Vaci Greens project (Hungary), Port du Bon Dieu project in Namur and the Brussels Europa project in Brussels, totalling +12.59 million euros. the remainder of this item (2.12 million euros) is distributed over the other projects in development.
On 3 February 2014, ATENOR GROUP issued a second tranche of the stock option plan (SOP 2013) for the subsidiary named Atenor Group Investments (AGI). The options issued on this subsidiary benefit ATENOR GROUP management, personnel and service providers (see page 93 of the financial annual report 2013).
On 28 February 2014, the Board of Directors, on the recommendation of the Remuneration Committee, distributed 1,139 Atenor Group Holdings (AGP) shares in accordance with the remuneration policy described in the "Corporate Governance" section of our 2013 Annual Financial Report (page 48).
The expense recognized for the first half of 2014 amounted to 42,102 euros.
| In thousands of EUR | |||||
|---|---|---|---|---|---|
| Sums due to related parties | Sums due to the group from related parties |
||||
| - AIR PROPERTIES share of the group: 50% |
- | - | |||
| - IMMOANGE share of the group: 50% |
- | 13.975 | |||
| - VICTOR PROPERTIES share of the group: 50% |
- | 494 | |||
| - SOUTH CITY HOTEL share of the group :40% |
- | 3.134 |
As of May 30, 2014, ATENOR GROUP s.a., ATENOR GROUP Holdings and PI Group jointly acquired 45.5% and 50% respectively of the company AIR PROPERTIES. These three companies have agreed to a partnership between shareholders for the development of the project located at Cloche d'Or.
It will be recalled that SOUTH CITY HOTEL is a company consolidated by the equity method. Within the framework of the VICTOR project, a partnership was implemented with CFE in order to be able to develop a major mixed project. This partnership (50/50) has led to the consolidation by the equity method of the companies IMMOANGE, VICTOR PROPERTIES and VICTOR ESTATES.
No other important change was made concerning the related parties.
ATENOR GROUP use derivative instruments for coverage purposes (and not trading purposes). No new contract was implemented to cover rate hedges or foreign exchange hedges during the first half of 2014.
The derivative item (in the current and non-current liabilities) concerns the fair market value of the "interest rate swaps" acquired by ATENOR GROUP s.a. within the framework of its long-term financing.
The financial instruments are evaluated at their fair value with variations of value assigned to the profit and loss account, except for financial instruments classified as "Cash flow hedges" for which the part of the profit or the loss on the hedging instrument that is considered as constituting effective cover is entered directly into equity via the consolidated statement of changes in equity.
Insofar as the "Fair value hedge" is concerned, the changes in the fair value of the derivatives designated and categorised as fair value hedges are entered in the profit and loss account, just as the changes in fair value of the asset or liability hedged imputable to the risk hedged.
| MOVEMENTS IN OWN SHARES | Amount (In thousands of EUR) |
Number of own shares |
|---|---|---|
| On 01.01.2014 (average price of 40,45 € per share) | 6.375 | 157.583 |
| Movements during the period | ||
| - acquisitions - sales |
624 -654 |
17.109 -17.550 |
| Own shares as of 30.06.2014 (average price 40,45 € per share) | 6.345 | 157.142 |
| Number of shares to obtain in order to cover | Number of shares | |
| - stock options plan 2007 | 47.800 | |
| - stock options plan 2008 | 35.050 | |
| - stock options plan 2011 | 49.300 | |
| - stock options plan 2012 | 48.000 | |
| TOTAL | 180.150 |
The number of options of the SOPs from 2007 to 2012 is part of a stock option plan of a total of 300,000 existing shares.
No important event occurring since 30 June 2014 must be noted.
Stéphan SONNEVILLE s.a., CEO and President of the Executive Committee and the Members of the Executive Committee, of which, Mr Sidney D. BENS, CFO, acting in the name of and on behalf of ATENOR GROUP SA attest that to the best of their knowledge,
1 Affiliated companies of ATENOR GROUP in the sense of article 11 of the Company Code
We have reviewed the condensed consolidated interim financial information of ATENOR GROUP SA as of June 30, 2014, and for the period of six months ended on that date, including the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of cash flows, the condensed consolidated statement of changes in equity, and a selection of explanatory notes.
The board of directors is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with IAS 34 - Interim Financial Reporting. as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410 ″Review of Interim Financial Information Performed by the Independent Auditor of the Entity″. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union.
Brussels, 22 September 2014
Mazars Réviseurs d'Entreprises SCRL Statutory auditor Represented by Philippe GOSSART
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