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Ackermans & van Haaren NV
Interim / Quarterly Report • Aug 30, 2019
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Interim / Quarterly Report
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Regulated information within the meaning of the Royal Decree of November 14, 2007
Antwerp, August 30, 2019
- Ackermans & van Haaren realised a record profit of 212.9 million euros in the first half of 2019 (H1 2018: 111.7 million euros), supported by a significant capital gain on the sale of Residalya.
- Ackermans & van Haaren invested 45.3 million euros in the further development of its portfolio, and has a net cash position of 261.6 million euros as of June 30, 2019.
• X • X • X • X • X • X
"Since we became a shareholder of Residalya early 2015, we have been able to develop this group, in partnership with the management, into a medium-size player in the French retirement home sector, with special attention to the high-quality care for the approximately 2,600 residents. In this sector, which is characterised by a strong wave of consolidation, we, together with the management, sold to the French number 3, DomusVi. This transaction has provided Ackermans & van Haaren with 165 million euros in cash, and a capital gain of 105 million euros.
But Ackermans & van Haaren also invested more than 45 million euros in the first half of the year. This has predominantly been in the strengthening of our participations in CFE/DEME, Rent-A-Port, SIPEF and Sagar Cements. But we are also open to new investments: at the beginning of 2019, Ackermans & van Haaren acquired 60% of Biolectric, a producer of small-scale biogas installations intended for agriculture. In addition, in July 2019, we have subscribed for an amount of 10 million euros to the capital increase of Ghent-based AgroSavfe, a spin-off of the Flemish Institute for Biotechnology. AgroSavfe is developing protein-based biological crop protection products as an alternative to chemical pesticides.
The half-year result of Ackermans & van Haaren reaches a record level of 212.9 million euros thanks to the capital gain on Residalya. Without the effect of capital gains/losses, our result is virtually the same as the result of H1 2018. The improved results in 'AvH & Growth Capital' have been able to almost completely compensate for the decline in contributions from the core segments."
Jan Suykens, CEO - Chairman of the executive committee
Breakdown of the consolidated net result (part of the group)
| (€ million) | 30.06.2019 | 30.06.2018 |
|---|---|---|
| Marine Engineering & Contracting | 26.0 | 32.2 |
| Private Banking | 58.2 | 57.7 |
| Real Estate & Senior Care | 15.8 | 25.9 |
| Energy & Resources | -0.6 | 6.5 |
| Contribution from core segments | 99.4 | 122.3 |
| Growth Capital | 5.6 | -10.7 |
| AvH & subholdings | -1.0 | -5.1 |
| Net capital gains(losses) / impairments | 108.9 | 5.2 |
| Consolidated net result | 212.9 | 111.7 |
General comments on the figures
The shareholders' equity of AvH (group share) increased to 3,279.4 million euros on June 30, 2019, which, after correction for 371,585 own shares in the portfolio, corresponds to 99.0 euros per share. As of December 31, 2018, the shareholders' equity amounted to 3,176.5 million euros, or 95.81 euros per share. A dividend of 2.32 euros per share (77.7 million euros) was distributed on June 5, 2019. This means that the shareholder's equity per share (including the dividend payment) has increased by 5.51 euros per share, which represents an increase of 5.75% over 6 months.
At the end of June 2019, AvH (including subholdings) had a net cash position of 261.6 million euros, compared to 102.9 million euros at the end of December 2018. In addition to cash and short-term deposits, this net cash position consists of securities amounting to 41.5 million euros, own shares and short-term debts in the form of commercial paper amounting to 24.0 million euros.
In order to hedge its obligations of share option plans, AvH possessed 363,000 own shares as of June 30, 2019 (compared to 334,000 at the end of December 2018). 8,585 own shares resulting from the purchases and sales in the context of the liquidity agreement on the AvH share (2018: 9,415) have to be added to this on June 30, 2019. In total, AvH thereby held 371,585 own shares as of June 30, 2019.
Ackermans & van Haaren acquired a new (60%) participation in Biolectric in February 2019. Moreover, AvH also purchased additional shares in the listed companies CFE (+0.37%, which also automatically increased the participation of the group in DEME, Rent-A-Port and Green Offshore) and SIPEF (+0.37%) in the first 6 months of 2019. Ackermans & van Haaren also raised its participation in Rent-A-Port to 50% - identical to that of CFE - and has subscribed to a capital increase. Finally, AvH subscribed to convertible warrants from Sagar Cements, and already converted the first half of these into new shares prior to June 30, 2019, resulting in Ackermans & van Haaren owning 19.86% of Sagar Cements.
The divestments in H1 2019 consists primarily of the sale of 71.72% in Residalya. Besides several smaller divestments, the 50% participation in Henschel Engineering was also sold to the co-shareholder. Henschel Engineering is a company that was included in the Telemond consortium, which, as its sole asset, owns a property alongside the A12 in Wilrijk that is no longer in industrial use.
Outlook 2019
The contribution of the core segments is expected to be higher in the second half than in the first half of the year, as it is usually the case, although it is not expected that the record contribution of 2018 will be equalled over the full year.
The capital gain that has already been achieved on Residalya enables the board of directors of Ackermans & van Haaren to already anticipate a historical record result for the full financial year 2019.
Key figures per share
| 30.06.2019 | 30.06.2018 | |
|---|---|---|
| Net result per share (€) | ||
| Net result per share | ||
| Basic | 6.43 | 3.37 |
| Diluted | 6.41 | 3.36 |
| 30.06.2019 | 31.12.2018 | |
| Number of shares | ||
| Number of shares | 33,496,904 | 33,496,904 |
| Net equity per share (€) | ||
| Net equity per share (corrected for own shares in portfolio) |
99.00 | 95.81 |
| Evolution of the stock price (€) | ||
| Highest (April 17) | 144.9 | 160.5 |
| Lowest (June 26) | 129.5 | 127.7 |
| Closing price (June 30/December 31) | 131.9 | 131.8 |
Key figures - consolidated balance sheet
| (€ million) | 30.06.2019 | 30.06.2018 |
|---|---|---|
| Shareholders' equity (part of the group - before allocation of profit) |
3,279.4 | 3,176.5 |
| Net cash position of AvH & subholdings |
261.6 | 102.9 |
Ackermans & van Haaren
4 Half-year results 2019
AvH & Growth Capital
Marine Engineering & Contracting
Contribution to the AvH consolidated net result
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| DEME | 25.8 | 28.6 |
| CFE | 0.2 | 5.1 |
| Rent-A-Port | -1.1 | -1.0 |
| Green Offshore | 1.1 | -0.5 |
| Total | 26.0 | 32.2 |
DEME
DEME (AvH 60.82%) achieved a slight increase in turnover, to 1,349.3 million euros (H1 2018: 1,329.4 million euros), in the first half of 2019, thanks to a significantly higher turnover in dredging and in the DIMCO Infra Division. The turnover of DEME Offshore, on the other hand, decreased compared to the record year 2018. DEME Offshore was responsible for approximately 43% of the turnover of the entire DEME group in H1 2019.
Within the dredging division, the major TTP1 project (Singapore) is approaching its final phase. The other, medium-sized, dredging projects are mainly situated in Western Europe, Africa and the Middle East. In the Offshore division, the projects for the Hohe See (Germany) and Hornsea
DEME: Order backlog
One (UK) wind farms have been virtually completed. At DEME Offshore, the Living Stone successfully finalised the cable works that connect the electricity grid in Zeebrugge to Elia's offshore MOG electricity hub. The larger EPCI contracts for the SeaMade (Belgium) and Moray East (UK) offshore wind farms were started in the course of the first six months, and will continue to generate significant activities in the 2nd half of the year.
It should be noted here that DEME Offshore has booked a 10.8 million euros loss, which affects the result of H1 2019, on receivables for maintenance work carried out on behalf of the German wind turbine producer Senvion, that has started insolvency proceedings.
Moreover, DEME also expensed 11.2 million euros relating to Global Sea Mineral Resources (GSR), a 100% subsidiary of DEME Concessions, in H1 2019. From 2013 on, GSR has an exclusive concession for the exploration of 75,000 km² in the Clarion Clipperton zone in the Pacific Ocean for the harvesting of polymetallic nodules from the seabed that are rich in cobalt, nickel and manganese. Although DEME is strongly convinced of the potential of GSR, all costs, including costs relating to the development of prototypes and the implementation of test campaigns, are fully charged to the result.
Finally, the Innovation, DEME Offshore's largest installation vessel, has undergone a (scheduled) major overhaul from May 2019, after several years of virtually continuous occupation. As a result, the vessel was not only unavailable for 2 months during the first half of the year, but also generated a total cost of 8.2 million euros (including an extraordinary depreciation). The total depreciation charges of DEME thereby increase by 28.2 million euros compared to H1 2018, including an impact of 8.6 million euros as a result of the first application of the new IFRS 16 accounting standard (on lease contracts), and the expansion of the fleet, with, among others, the Living Stone, Apollo, Al Jarraf and Al Mahaar vessels (originating from MEDCO, which has been fully consolidated as of H2 2018).
DEME
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Turnover | 1,349.3 | 1,329.4 |
| EBITDA | 199.1(1) | 187.1 |
| Net result | 44.3 | 48.4 |
| Equity | 1,365.7 | 1,298.4 |
| Net financial position |
-805.7(2) | -552.9 |
(1) Incl. IFRS 16. Excl IFRS 16: € 190.5 mio
(2) Incl. IFRS 16. Excl IFRS 16: € -724.2 mio
As a result of the above-mentioned items, DEME's net result after the first 6 months of the year (a profit of 44.3 million euros) is slightly below (4.1 million euros) the result of last year. The expectations for the full year also confirm that 2019 will be more of a transitional year, with a turnover more or less equal to that of 2018, and an EBITDA margin close (in %) to the one of last year.
The order backlog of DEME amounted to 3,940 million euros, compared to 3,930 million euros at the end of March 2019 and 4,010 million euros at the end of 2018. The Fehmarnbelt project (710 million euros), which concerns the construction of the world's largest submerged road- and railway tunnel between Denmark and Germany, has not yet been included in this order backlog, pending the receipt of the final licences. The contract for the offshore wind farm in Saint-Nazaire (France), which was announced on August 28, isn't included either in the order backlog of H1 2019.
The consortium including DEME and Eiffage Métal has been awarded this major EPCI contract for the design, fabrication and installation of 80 foundations at the Saint-Nazaire offshore wind farm. The consortium contract has a total value of more than 500 million euros. This 480 MW Saint-Nazaire offshore wind farm, owned by EDF Renewables and Enbridge, will be located between 12 km and 20 km off the coast of the Guerande peninsula in France. Water depths for the installation range between 12 and 25 metres. Design activities already kicked-off in order to start the production of the foundations in spring 2020. The first foundations will be installed offshore, in rocky seabed conditions, during spring 2021, with completion being planned in summer 2022. The wind farm is expected to generate enough electricity to supply 20% of the Loire-Atlantique department's power.
DEME obtained a (5-year) extension to the long-term dredging contract on the Ok Tedi river in Papua New Guinea in the first quarter of 2019, and won a major contract for the deepening of the Elbe in Germany at the beginning of April. This prestigious contract confirms DEME's technological expertise in complex dredging and hydraulic projects, as well as the strong position of the company in the German market, in which it has been operating for more than 50 years. The contract has a value of about 200 million euros. In May, DEME Offshore won a significant contract for the transport and the installation of 165 foundations and turbines for the Hornsea Two offshore wind farm in the UK. The contract value exceeds 200 million euros. The contract for the maintenance dredging work on the Scheldt and along the Belgian coast was renewed for 2 years (2020-2021).
DEME invested 252.9 million euros in its fleet in the first half of the year, mainly in the Bonny River, Meuse River, Orion and Spartacus vessels. DEME put the new trailing-suction hopper, Bonny River (15,000 m³), into operation in June. The ship is equipped with a dual fuel engine, which can sail both on LNG and on diesel. The first assignments of the Bonny River include the reclamation of approximately 300,000 m³ of sand for the construction of the New Lock in Terneuzen, deepening work in the outer port of Terneuzen and the backfilling of about 45 km of trenches for Elia's Modular Offshore Grid project in the Belgian North Sea. DEME currently has another 4 large vessels under construction, i.e. the Spartacus, which is the most powerful cutter suction dredger in the world, the offshore installation vessel Orion, and the trailing-suction hoppers Meuse River and River Thames, which will all be put into operation in 2020.
DEME Concessions participates in the development of large offshore wind farms that are constructed by DEME, and, as such, is a shareholder of Rentel (Belgium, 309 MW, in operation as of 2018, DEME 18.89%), SeaMade (Belgium, 487 MW, operational before end 2020, DEME 13.22%) and Merkur (Germany, 396 MW, in operation as of June 2019, DEME 12.5%).
DEME Offshore has signed an agreement with Equinor, a pioneer in floating wind farms, to study the potential of floating concrete sub-structures for the planned Hywind Tampen wind farm off the Norwegian coast in the North Sea. In addition, DEME has announced the launch of an innovative project in the field of solar technology at sea, working together with an expert consortium led by Tractebel.
DEME's net financial debt increased to 805.7 million euros on June 30, 2019, which includes an IFRS 16 impact (with regard to rental contracts) amounting to 81.5 million euros. This increase is due to the investments, the dividend payment (55 million euros) and a slight increase in working capital. DEME has repaid its bond loan of 200 million euros, with due date in February 2019.
CFE
The turnover of CFE (AvH 60.82%) amounted to 498.4 million euros in the first half of the year, compared to 530.7 millions euros on June 30, 2018.
The Contracting division of CFE achieved an increase of turnover by 7.1%, to 501.4 million euros. This is mainly explained by a favourable development of the construction turnover with, among others, the following large projects: the ZNA hospital in Antwerp, Gare Maritime and Parking Maritime on the Tour & Taxis site in Brussels, the Agora real estate complex in Louvain-la-Neuve, and several logistics buildings in Poland.
Even though the turnover in the Multitechnics and Rail & Utilities (Mobix) divisions has decreased over the first half of the year, the launch of several larger projects should ensure a turnaround in the second half.
CFE: Breakdown by division (excl. DEME)
| (€ million) | Turnover | Net result(1) | ||
|---|---|---|---|---|
| 1H19 | 1H18 | 1H19 | 1H18 | |
| Construction | 383.6 | 343.3 | ||
| Multitechnics | 79.8 | 86.2 | ||
| Rail & Utilities | 38.0 | 38.6 | ||
| Contracting | 501.4 | 468.1 | -2.9 | 4.1 |
| Real estate development | 24.0 | 75.5 | 4.5 | 7.8 |
| Holding, non-transferred items and eliminations |
-27.0 | -12.9 | -1.5 | -7.5 |
| Total | 498.4 | 530.7 | 0.1 | 4.4 |
(1) Including contribution from Rent-A-Port and Green Offshore
DEME - Hornsea 2
Despite the high level of activity, the net result of the Contracting division was under pressure due to the highly competitive market conditions in Belgium, leading to higher costs for CFE Contracting. In addition, significant engineering costs were made for a number of large projects. In a number of cases, the negative result developments are not the responsibility of CFE Contracting itself, and CFE is currently in discussions with the clients with a view to recovery, which is however not included in the result until it is effectively obtained.
The above-mentioned market conditions in Belgium have led CFE Contracting to exercise even greater selectivity when entering into new contracts. The order book of the entire division is on the rise, however, thanks to significant orders in Poland and in the Multitechnics and Rail & Utilities divisions.
CFE Contracting is anticipating a higher turnover for the full year 2019, although the operational result will be close to that of 2018.
The result of BPI, the Real Estate Development division of CFE, amounts to 4.5 million euros (H1 2018: 7.8 million euros). The main contributors to this were the Ernest The Park (Elsene), Livingstone (Luxembourg) and Domaine de l'Europe - Kiem (Luxembourg) projects. Contrary to the first half of 2018, no significant real estate developments were completed by CFE in Poland, so no result could be recognised on these. Satisfactory progress was made on the 4 residential projects in Poland, but they will only be completed and therefore contribute to the result in 2020.
CFE is anticipating that BPI's result for the full year 2019 will be higher than in 2018.
CFE Holding and the non-transferred activities contributed a loss of 1.5 million euros (H1 2018: -7.5 million euros). The last construction site that is still in execution is the construction of the new Brussels South water purification plant, with anticipated completion in the first quarter of 2021. The loss could be reduced as a result of lower general costs and interest charges.
Rent-A-Port
AvH and CFE have both increased their participation from 45% to 50%. Including the indirect participation via CFE, the economic interest of AvH in Rent-A-Port thereby amounts to 80.41% on June 30, 2019. Moreover, a new shareholders' agreement was drawn up in February 2019 regard-
DEME - Bonny River
ing Infra Asia Investments Ltd (IAI), the company that is responsible for developing industrial zones in the port of Haiphong in Vietnam, in which Rent-A-Port owns a 60% participation. As a result of this new shareholders' agreement, IAI and its main subsidiaries will be fully consolidated as of 2019. In Q3 2019, the activities of Rent-A-Port in Oman will, in principle, be transferred to DEME Concessions, which will enable Rent-A-Port to fully concentrate on its activities in Vietnam in the future.
The net result of Rent-A-Port remained negative in H1 2019: -1.4 million euros (H1 2018: -1.4 million euros). This is the result of a limited number of sales of land during the first months of 2019. The business activity is evolving in accordance with the expectations, however, and significant sales are still expected by year-end 2019.
Green Offshore
Green Offshore, whose capital is held 50/50 by AvH and CFE, owns participations in the Rentel (12.5%) and SeaMade (8.75%) Belgian offshore wind farms. AvH has an 80.41% economic stake (direct and indirect participation via CFE) in Green Offshore.
The Rentel offshore wind farm, with a capacity of 309 MW, realised a production of 0.49 TWh of wind energy during the first half of 2019, which provided a net profit of 11.7 million euros.
The SeaMade offshore wind farm (with a capacity of 487 MW) is currently under construction off the Belgian coast. It represents a total investment of 1.3 billion euros, and is expected to start producing renewable energy before the end of 2020.
In addition to Green Offshore, DEME Concessions also owns participations of respectively 18.89% in Rentel and 13.22% in SeaMade, as mentioned above. These participations are included in the consolidated financial statements of DEME. When SeaMade will be operational (before the end of 2020), the total direct and indirect participation of AvH in Rentel and SeaMade will provide, from an economic perspective, a production capacity of 140 MW of renewable energy.
Private Banking
Contribution to the AvH consolidated net result
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| FinAx/Finaxis | -0.1 | -0.1 |
| Delen Private Bank | 43.5 | 44.7 |
| Bank J.Van Breda & C° | 14.8 | 13.1 |
| Total | 58.2 | 57.7 |
FinAx: Assets under management
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Delen Private Bank | 41,129 | 37,713 |
| Delen Private Bank | 30,028 | 27,673 |
| JM Finn | 10,592 | 9,563 |
| Oyens & Van Eeghen | 509 | 476 |
| Bank J.Van Breda & Co | ||
| Off-balance sheet products | 10,135 | 9,392 |
| Client deposits | 5,202 | 4,877 |
| AuM at Delen(1) | -7,289 | -6,601 |
| FinAx | 49,177 | 45,381 |
Delen Private Bank
Delen Private Bank (AvH 78.75%) realised an increase in total assets under management at the consolidated level (Delen Private Bank, JM Finn and Oyens & Van Eeghen) to 41,129 million euros in the first half of 2019, compared to 40,851 million euros at the end of March 2019 and 37,713 million euros at the end of December 2018.
Contrary to the previous years, the 3,416 million euros increase in assets under management is largely explained by the value increase of the underlying assets, which amounts to approximately 10% compared to January 1, 2019. The volatility of the financial markets has contributed to a wait-and-see attitude on the part of the investors, which has resulted in a lower gross inflow of managed assets compared to the record figures of H1 2018.
(1) Already included in AuM Delen Private Bank
As the assets under management were on average still lower in H1 2019 than in H1 2018, the gross revenues decreased to 188.0 million euros (H1 2018: 193.6 million euros). The cost-income ratio, after normalisation of the bank levies over the full year, amounted to 57.5% (H1 2018: 53.9%) at the consolidated level. The ratio was 46.5% at Delen Private Bank, and 84.6% at JM Finn.
The net result remained almost unchanged at 55.2 million euros (H1 2018: 56.9 million euros), including the contribution of JM Finn, which amounted to 3.7 million euros. The consolidated shareholders' equity amounted to 741.6 million euros on June 30, 2019 (compared to 742.9 million euros at the end of 2018). The Core Tier1 ratio remained at an exceptionally high level with 31.5% (H1 2018: 30.3%).
Delen Private Bank: Consolidated assets under management
Delen Private Bank
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Gross revenues | 188.0 | 193.6 |
| Net result | 55.2 | 56.9 |
| Equity | 741.6 | 686.4 |
| Assets under management | 41,129 | 41,076 |
| Core Tier1 capital ratio (%) | 31.5 | 30.3 |
| Cost-income ratio (%) | 57.5 | 53.9 |
Bank J.Van Breda & C°
Bank J.Van Breda & Cº (AvH 78.75%) experienced again a commercially strong first half of the year. Total client assets exceeded the 15 billion euros mark for the first time, and amounted to 15.3 billion euros on June 30, 2019 (14.3 billion euros per end December 2018), of which 10.1 billion euros off-balance sheet products (+8%) and 5.2 billion euros client deposits (+7%). The loan portfolio increased to 5.0 billion euros (4.8 billion euros at the end of December 2018).
Despite this nice commercial growth of volume, the bank product only increased by 1% to 73.1 million euros (H1 2018: 72.1 million euros) as a result of the difficult interest enviroment, the strong price competition and the challenging economical and geopolitical climate. Costs increased to 50.7 million euros, primarily due to the 10% higher bank levies and also to investments in personnel and digitalisation. If the bank levies are spread over the full year, the normalised cost-income ratio ends up at 62.7% compared to 59.8% the year before.
Net result increased to 18.8 million euros (H1 2018: 16.7 million euros) also thanks to a strict risk management and a good quality of the loan book: the reversals of bad debt provisions exceeded the additions on June 30, 2019. Solvency remains strong, with a leverage ratio of 8.3% (whereby 3% is the statutory minimum) and a Core Tier1 ratio of 12.7%.
Bank J.Van Breda & C°: Invested by clients
Delen Private Bank Bank J.Van Breda & C°
Bank J.Van Breda & C°
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Bank product | 73.1 | 72.1 |
| Net result | 18.8 | 16.7 |
| Equity | 547.7 | 525.7 |
| Off-balance sheet products | 10,135 | 9,553 |
| Client deposits | 5,202 | 4,805 |
| Loan portfolio | 5,030 | 4,666 |
| Core Tier1 capital ratio (%) | 12.7 | 13.7 |
| Cost-income ratio (%) | 62.7 | 59.8 |
Real Estate & Senior Care
Contribution to the AvH consolidated net result
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Leasinvest Real Estate | 8.3 | 6.1 |
| Extensa Group | 4.9 | 16.6 |
| Anima Care | 2.6 | 2.1 |
| HPA | - | 1.1 |
| Total | 15.8 | 25.9 |
Leasinvest Real Estate
Leasinvest Real Estate (LRE, AvH 30.01%) realised a significant increase in its net result, to 25.3 million euros (H1 2018: 19.7 million euros).
The fair value of the consolidated real estate portfolio, including project developments, increased to 1,055.1 million euros (compared to 1,037.1 million euros at the end of 2018 and 921.8 million euros at the end of June 2018). In June, LRE reached an agreement with Immo Lux-Airport SA regarding the purchase of buildings B and E in the EBBC Business Park in Luxembourg. The purchase price of these 2 buildings amounted to 47.3 million euros. This makes LRE the owner of 5 of the 6 buildings on the site. The consolidated real estate portfolio, including the participation in Retail Estates and the project developments, amounted to 1,162.4 million euros as of June 30, 2019.
Rental income (32.4 million euros) strongly increased compared to the same period last year, thanks to the full contribution of the acquisitions that took place at the end of 2018 (EBBC A&C and Hangar 26), and of the like-for-like rental growth (Montoyer 63, Treesquare, De Mot, Lux Airport). The rental yield decreased slightly to 6.39% (end 2018: 6.45%). The occupancy rate increased from 94.3% at the end of 2018 to 94.7%.
Leasinvest Real Estate owns a 10.49% participation in Retail Estates as of June 30, 2019. In H1 2019, the financial result of Leasinvest Real Estate was favourably affected by a 5.1 million euros dividend from Retail Estates that was already received in the first half of 2019, unlike last year, when it was only received in the second half of the year. Moreover, the positive development of Retail Estates' share price also made a positive contribution to the H1 2019 result.
At the end of June 2019, shareholders' equity (group share) stood at 464 million euros (476 million euros at the end of 2018). The debt ratio increased to 55.7% (53.5% at the end of 2018).
LRE: Real estate portfolio
| 1H19 | 1H18 | |
|---|---|---|
| Real estate portfolio fair value (€ mio) | 1,055.1 | 921.8 |
| Rental yield (%) | 6.39 | 6.61 |
| Occupancy rate (%) | 94.7 | 94.4 |
11 Half-year results 2019
Leasinvest Real Estate - Immo Lux Airport
Extensa - Tour & Taxis - Hôtel de la Poste
Extensa
The net result of the Extensa Group (AvH 100%) over the first half year of 2019 amounted to 4.9 million euros (compared to 16.6 million euros on June 30, 2018).
In the Tour & Taxis project in Brussels, all the apartments of the Riva residence (139 units) were sold on-plan. The completion date is anticipated to be early 2020. The sale of the five apartment buildings that are still to be constructed (a total of 319 units) was also started. The realisation of the wooden buildings in the former 'Gare Maritime' freight railway station proceeded according to plan, with a view to initial occupations in the third quarter 2019. The construction of the underground car park (908 places), for the benefit of this project and the apartments that are still to be constructed, are also proceeding favourably.
In the Cloche d'Or project in Luxembourg, the new office building for Deloitte Luxembourg was completed, and has been sold to institutional investors. The construction of the already sold apartments (ilôt A) proceeded on schedule. The on-plan sale of a new residential project was started (ilôt D Sud - 151 apartments). In addition, preparations were made for the realisation of five new office buildings (approximately 30,000 m² in total) from the third quarter of 2019 onwards.
Anima Care - Aquamarijn
Anima Care
The turnover of Anima Care (AvH 92.5%) increased to 43.7 million euros, compared to 41.6 million euros in the same period last year. An EBITDA (including an impact of IFRS 16 of 1.0 million euros) of 9.5 million euros (H1 2018: 7.8 million euros) was achieved on this, and a net profit of 2.8 million euros (H1 2018: 2.3 million euros).
The residential care centres network of Anima Care has not changed in H1 2019. Anima Care is still operating 2,097 beds: 1,785 nursing home beds, 107 convalescence beds and 205 service flats, spread over 21 care centres (9 in Flanders, 8 in Brussels, 4 in Wallonia).
Anima Care, however, is in full preparation for the opening of 4 brand new care centres in the next few months in Bilzen, Anderlecht, Zoutleeuw and Vorst, amounting together to 510 residential units and a net expansion of 220 residential units. Anima Care will be the owner of the real estate of the first 3 projects.
HPA
AvH finalised the sale of its participation (71.72%) in HPA, the parent company of Residalya, to DomusVi, at the end of June. This transaction provides AvH with a cash return of 165 million euros and a capital gain of 105 million euros.
Energy & Resources
Contribution to the AvH consolidated net result
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| SIPEF | -1.5 | 6.3 |
| Sagar Cements | 0.9 | 0.2 |
| Total | -0.6 | 6.5 |
SIPEF
The production of sustainable palm oil at SIPEF (AvH 31.96%) decreased in the first half of 2019 with 7.5%, to 153,696 tonnes (H1 2018: 166,202 tonnes). Following a period of strong production growth in 2018, a general stagnation of the development of the fruits was observed in Indonesia from the second quarter onwards, a phenomenon that also occurred in the mature SIPEF plantations in Sumatra. In Papua New Guinea, the group was also confronted with a lower production during the first months of 2019, after a long and particularly intense rainy season.
Despite a slight revival compared to the last quarter of 2018, palm oil prices remained at a very low level during the first half of 2019, with an average global market price of 528 USD (CIF Rotterdam).
Due to the lower production volumes and the lower global market price for palm oil, the turnover decreased to 113.2 million USD (H1 2018: 140.0 million USD). A net loss of 5.2 million USD was booked, compared to a net profit of 24.8 million USD during the same period last year.
SIPEF: Production
| (Tonne)(1) | 1H19 | 1H18 |
|---|---|---|
| 153,696 | 166,202 | |
| 3,364 | 4,125 | |
| 1,312 | 1,185 | |
| 16,728 | 13,301 |
(1) Own + outgrowers
Despite the limited cash flow from operating activities, the development of the activities in South Sumatra, and more specifically of the Musi Rawas and Dendymarker projects, was steadily continued.
SIPEF
| (USD million) | 1H19 | 1H18 |
|---|---|---|
| Turnover | 113.2 | 140.0 |
| EBIT | -2.1 | 37.3 |
| Net result | -5.2 | 24.8 |
| Equity | 632.5 | 641.5 |
| Net cash position | -135.4(1) | -76.8 |
(1) Incl. IFRS 16. Excl. IFRS 16: USD -132.5 mio
SIPEF was confronted with a volcanic eruption of Mount Ulawun near the Hargy Oil Palms plantation in Papua New Guinea at the end of June and the beginning of August. Although there was no permanent damage to the assets, the eruptions had an impact on some of the harvesting operations, as well as on the quality of the produced palm oil. SIPEF anticipates a decrease of its palm oil production in Papua New Guinea by 19% over the full year. SIPEF estimates the financial impact of the combined loss in production, due to the heavy rainy season and the double volcanic eruption, at 14 million USD.
Taking the evolution of palm oil sales, the expected higher production volumes in Indonesia and the impact of the volcanic eruptions in Papua New Guinea into account, the results of the group for the second half of the year could approach the results of the first six months.
SIPEF - Tolan Tiga - Bukit Maradja - Indonesia
additional 8.8 million euros in the strengthening of its participation in Sagar Cements in the first half of the year.
Sagar Cements
Sagar Cements (AvH 19.86%) achieved a strong performance in the first half of the year, with an increase in turnover of 25%, to 7,100 million INR (89.5 million euros), compared to 5,698 million INR (71.8 million euros) in H1 2018. This is mainly due to a significant price increase, combined with an increase in demand. The net result increased to 482.6 million INR, or 6.1 million euros (H1 2018: 105.6 million INR or 1.3 million euros).
In January 2019, Sagar announced its plans to further expand its cement production capacity to 8.25 million tons per year through the construction of a 1.5 million ton grinding station in East India (Orissa) and a 1 million ton cement factory in Central India (Madya Pradesh). This expansion will be financed by a mix of debts and a preferential allotment of convertible warrants to an amount of 2.26 billion INR (28 million euros). This is in line with Sagar Cements' strategy of increasing its capacity to 10 million tons by 2025, and to further expand its market reach into regions with a strong potential for growth. AvH has subscribed to the convertible warrants together with the Reddy family (50/50), and had already converted half of these warrants on June 30, 2019, whereby its participation percentage increased to 19.86%. AvH has invested an
AvH & Growth Capital
Contribution to the AvH consolidated net result
| (€ million) | 1H19 | 1H18 |
|---|---|---|
| Contribution of participations | 5.6 | -10.7 |
| AvH & subholdings | -1.0 | -5.1 |
| Capital gains(losses)/ impairments |
108.9 | 5.2 |
| AvH & Growth Capital | 113.5 | -10.6 |
At the end of February 2019, AvH acquired a 60% participation in Biolectric, alongside its founder and CEO, Philippe Jans. Biolectric, which was founded in 2011, is the market leader in the sector for the production and sale of compact biogas installations (< 100 kW) intended for cattle and pig farms, and water purification stations. Thanks to the anaerobic digestion technique, methane gas from manure is converted into usable energy (electricity and heat), thereby avoiding the emission of harmful greenhouse gases. Biolectric's activity therefore contributes to a climate-efficient agricultural production, which is perfectly in line with AvH's 'Partners for Sustainable Growth' mission.
Mediahuis (AvH 13.5%) has announced the acquisition of the listed Irish group Independent News & Media (INM). The shareholders of this Irish newspaper group agreed with the bid, which values the group at approximately 145.6 million euros. INM is the publisher of newspapers including The Irish Independent, The Herald and The Belfast Telegraph. The transaction was closed in July.
In February 2019, Euro Media Group (EMG, AvH 22.5%) announced the acquisition of Telegenic in the UK. Telegenic operates a fleet of 15 advance outside broadcast trucks to serve British and international clients. In June, EMG announced the acquisition of Global Production, an important player in Italy and in the European market for outside television broadcasts. These acquisitions are part of EMG's strategy of consolidating its activities in the European market, and of expanding its production capacities and services in order to enable the group to improve its coverage of large events at a global level.
Capital gains(losses) and impairments
AvH realised capital gains amounting to 108.9 million euros in H1 2019, mainly on the sale of its 71.72% participation in Residalya and its 50% participation in Henschel Engineering.
The result of AvH & subholdings was favourably affected, to an amount of 3.3 million euros in H1 2019, by a (non-realised) increase in value of AvH's investment portfolio, which consists predominantly of funds managed by Cadelam (Delen Private Bank) and a participation in Ageas. AvH, in fact, already received an (initial partial) compensation of 1.6 million euros in the context of the Fortis settlement arrangement.
Events after the balance sheet date
In July 2019, AvH invested 10 million euros in AgroSavfe in the context of a Series C capital round totalling 35 million euros. As a result, AvH acquired a 14.6% stake. The remaining 25 million euros was provided by the existing shareholders. AgroSavfe, founded in 2013 as a spin-off of the Flemish Institute for Biotechnology, has developed a unique and versatile technological platform for the development of new protein-based biological crop protection products that provide a safe, sustainable and efficient protection for seeds, crops and food. AgroSavfe is expected to launch its first fungicide on the American market in 2022. AvH strongly believes in making the food and agricultural sector more sustainable, and continues to actively look for new opportunities in this segment, in partnership with other entrepreneurs and families.
AvH increased its participation in SIPEF to 32.33% in August 2019.
On August 28, 2019, LRE acquired two important retail parks (Retailpark SCS and Retailpark Pittarello) near the largest shopping complex in Austria, Shopping City Süd in Vösendorf, close to Vienna. Both retail parcs are fully leased and generate an annual rental income of approx. 4 million euros. These acquisitions represent an investment of 71.8 million euros. This acquisition has been to a large extent funded with a new credit line of 65 million euros with a maturity of 7 years.
AgroSavfe
Half-yearly financial report according to IAS 34
The half-yearly financial report for the period 01/01/19-30/06/19, which comprises besides the condensed financial statements, including all information according to IAS 34, also the interim management report, a statement of the responsible persons and information regarding the external audit, is available on the website www.avh.be.
Ackermans & van Haaren is a diversified group operating in 4 core sectors: Marine Engineering & Contracting (DEME, one of the largest dredging companies in the world - CFE, a construction group with headquarters in Belgium), Private Banking (Delen Private Bank, one of the largest independent private asset managers in Belgium, and asset manager JM Finn in the UK - Bank J. Van Breda & C°, niche bank for entrepreneurs and the liberal professions in Belgium), Real Estate & Senior Care (Leasinvest Real Estate, a listed real estate company - Extensa, a major land and real estate developer with a focus on Belgium and Luxembourg) and Energy & Resources (SIPEF, an agroindustrial group in tropical agriculture).
At an economic level, the AvH group represented in 2018 a turnover of 5.9 billion euros and employed 22.709 people through its share in the participations. The group focuses on a limited number of strategic participations with a significant potential for growth. AvH is listed on Euronext Brussels and is included in the BEL20 index, the Private Equity NXT index and the European DJ Stoxx 600 index.
Website
All press releases issued by AvH and its most important group companies as well as the 'Investor Presentation' can also be consulted on the AvH website: www.avh.be. Anyone who is interested to receive the press releases via email has to register to this website.
Financial calendar
| November 22, 2019 | Interim statement Q3 2019 |
|---|---|
| February 28, 2020 | Annual results 2019 |
Contact
For further information please contact:
Jan Suykens CEO - Chairman executive committee Tel. +32.3.897.92.36
Tom Bamelis CFO - Member executive committee Tel. +32.3.897.92.42 e-mail: [email protected]
Half-yearly financial report 2019
Antwerp, 30 August 2019
The half-yearly financial report was issued in accordance with article 13 of the Royal Decree of 14 November 2007.
This report contains:
an interim annual report concerning 1) the major events which occurred during the first six months of the financial year, 2) a description of the main risks and uncertainties about the remaining months of the year as well as, if applicable, 3) an overview of the major related parties transactions;
the condensed consolidated financial statements relating the first six months of the financial year, issued on a consolidated basis in accordance with IAS 34; information on the external audit;
a declaration on behalf of the company on the condensed financial statements and the interim annual report.
Lexicon
| 1. | Consolidated income statement 18 | |
|---|---|---|
| 2. | Consolidated statement of comprehensive income 19 | |
| 3. | Consolidated balance sheet 20 | |
| 4. | Consolidated cash flow statement 22 | |
| 5. | Statement of changes in consolidated equity 23 | |
| 6. | Segment reporting 24 | |
| • Consolidated income statement per segment | ||
| • Consolidated balance sheet per segment | ||
| • Consolidated cash flow statement per segment | ||
| 7. | Explanatory notes to the financial statements 36 | |
| 8. | Main risks and uncertainties 40 | |
| 9. | Overview of the major related party transactions 40 | |
| 10. Events after balance sheet date 40 |
1. Consolidated income statement
| (€ 1,000) | 30-06-2019 | 30-06-2018 |
|---|---|---|
| Revenue | 2,174,547 | 2,256,310 |
| Rendering of services | 43,705 | 101,944 |
| Lease revenue | 5,439 | 5,023 |
| Real estate revenue | 113,389 | 207,662 |
| Interest income - banking activities | 45,889 | 47,997 |
| Fees and commissions - banking activities | 32,761 | 30,310 |
| Revenue from construction contracts | 1,881,172 | 1,822,323 |
| Other operating revenue | 52,192 | 41,052 |
| Other operating income | 12,613 | 4,601 |
| Interest on financial fixed assets - receivables | 5,858 | 3,408 |
| Dividends | 6,754 | 1,163 |
| Government grants | 0 | 0 |
| Other operating income | 0 | 30 |
| Operating expenses (-) | -2,069,411 | -2,118,361 |
| Raw materials and consumables used (-) | -1,158,407 | -1,176,889 |
| Changes in inventories of finished goods, raw materials & consumables (-) | 23,733 | -31,760 |
| Interest expenses Bank J.Van Breda & C° (-) | -12,366 | -12,395 |
| Employee expenses (-) | -425,393 | -437,006 |
| Depreciation (-) | -169,047 | -139,526 |
| Impairment losses (-) | 1,442 | -9,271 |
| Other operating expenses (-) | -329,657 | -317,228 |
| Provisions | 284 | 5,715 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 5,684 | 4,831 |
| Financial assets - Fair value through P/L (FVPL) | 9,558 | 4,747 |
| Investment property | -3,874 | 84 |
| Profit (loss) on disposal of assets | 117,724 | 18,339 |
| Realised gain (loss) on intangible and tangible assets | 6,716 | 1,727 |
| Realised gain (loss) on investment property | 795 | 0 |
| Realised gain (loss) on financial fixed assets | 108,137 | 15,871 |
| Realised gain (loss) on other assets | 2,076 | 741 |
| Profit (loss) from operating activities | 241,158 | 165,721 |
| Finance income | 20,161 | 30,541 |
| Interest income | 5,581 | 3,800 |
| Other finance income | 14,579 | 26,742 |
| Finance costs (-) | -39,813 | -53,235 |
| Interest expenses (-) | -17,218 | -19,389 |
| Other finance costs (-) | -22,595 | -33,846 |
| Derivative financial instruments designated at fair value through profit and loss | -4,673 | 878 |
| Share of profit (loss) from equity accounted investments | 62,365 | 63,170 |
| Other non-operating income | 4,424 | 358 |
| Other non-operating expenses (-) | 0 | 0 |
| Profit (loss) before tax | 283,621 | 207,434 |
| Income taxes | -24,881 | -35,189 |
| Deferred taxes | 18,081 | 1,513 |
| Current taxes | -42,962 | -36,702 |
| Profit (loss) after tax from continuing operations | 258,740 | 172,245 |
| Profit (loss) after tax from discontinued operations | 0 | 0 |
| Profit (loss) of the period | 258,740 | 172,245 |
| Minority interests | 45,796 | 60,584 |
| Share of the group | 212,945 | 111,661 |
| Earnings per share (€) | ||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 6.43 | 3.37 |
| 1.2. from continued operations | 6.43 | 3.37 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 6.41 | 3.36 |
| 2.2. from continued operations | 6.41 | 3.36 |
For the first time adoption of IFRS 16 Leases, we refer to Disclosure 7.1 New IFRS standards.
2. Consolidated statement of comprehensive income
| (€ 1,000) | 30-06-2019 | 30-06-2018 |
|---|---|---|
| Profit (loss) of the period | 258,740 | 172,245 |
| Minority interests | 45,796 | 60,584 |
| Share of the group | 212,945 | 111,661 |
| Other comprehensive income | -42,330 | 2,301 |
| Elements to be reclassified to profit or loss in subsequent periods | ||
| Net changes in revaluation reserve: bonds - Fair value through OCI (FVOCI) | 4,108 | 344 |
| Net changes in revaluation reserve: hedging reserves | -46,488 | -4,746 |
| Net changes in revaluation reserve: translation differences | 203 | 6,340 |
| Elements not to be reclassified to profit or loss in subsequent periods | ||
| Net changes in revaluation reserve: shares - Fair value through OCI (FVOCI) | -59 | 20 |
| Net changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | -94 | 342 |
| Total comprehensive income | 216,411 | 174,545 |
| Minority interests | 26,890 | 59,595 |
| Share of the group | 189,521 | 114,951 |
For a breakdown of the item 'Share of the group and Minority interests' in the results, we refer to the segment reporting on page 24 of this report.
As a result of the application as of 2018 of the new accounting standard "IFRS 9 Financial Instruments", financial assets are broken down into three categories on the balance sheet. Another consequence of the application of this new standard is that, as of 2018, fluctuations in the fair value of financial assets are reported in the consolidated income statement. The only exception to this rule are the fair value fluctuations in the investment portfolio of Bank J.Van Breda & C° and Delen Private Bank, which in the table above is divided into shares and bonds.
Hedging reserves arise from fluctuations in the fair value of hedging instruments used by group companies to hedge against risks. Several group companies have hedged against a possible rise in interest rates. Across the group, the total unrealized loss on hedging instruments, mainly on interest rates and exchange rates, has increased by 46.5 million euros (including minority interests) in H1 2019. Mainly DEME, Leasinvest Real Estate and Rentel/SeaMade have protected themselves against a change in interest rates. As a result of the evolution of the market interest rates, the market value of these hedges has evolved negatively.
Translation differences arise from fluctuations in the exchange rates of group companies that report in foreign currencies. These fluctuations remain limited in H1 2019, and have a positive impact of 0.2 million euros (including minority interests).
With the introduction of the amended IAS 19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in the other comprehensive income.
3. Consolidated balance sheet - Assets
| (€ 1,000) | 30-06-2019 | 31-12-2018 |
|---|---|---|
| I. Non-current assets | 10,039,325 | 9,768,821 |
| Intangible assets | 121,495 | 176,802 |
| Goodwill | 330,194 | 339,738 |
| Tangible assets | 2,839,607 | 2,711,097 |
| Land and buildings | 347,217 | 348,592 |
| Plant. machinery and equipment Furniture and vehicles |
1,949,969 48,119 |
1,865,980 29,372 |
| Other tangible assets | 4,736 | 4,518 |
| Assets under construction and advance payments | 489,566 | 462,635 |
| Operating lease - as lessor (IAS 17) | 0 | 0 |
| Investment property | 1,221,145 | 1,137,531 |
| Participations accounted for using the equity method | 1,129,990 | 1,184,765 |
| Financial fixed assets | 274,421 | 296,467 |
| Financial assets : shares - Fair value through P/L (FVPL) | 135,840 | 113,526 |
| Receivables and warranties | 138,581 | 182,941 |
| Non-current hedging instruments | 1,102 | 2,000 |
| Amounts receivable after one year | 190,219 | 185,495 |
| Trade receivables | 0 | 0 |
| Finance lease receivables | 183,492 | 178,971 |
| Other receivables | 6,727 | 6,524 |
| Deferred tax assets | 115,171 | 108,297 |
| Banks - receivables from credit institutions and clients after one year | 3,815,980 | 3,626,628 |
| II. Current assets | 4,943,838 | 4,371,576 |
| Inventories | 407,784 | 332,385 |
| Amounts due from customers under construction contracts | 98,143 | 85,755 |
| Investments | 507,217 | 494,420 |
| Financial assets : shares - Fair value through P/L (FVPL) | 41,471 | 37,291 |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 419,049 | 456,813 |
| Financial assets : shares - Fair value through OCI (FVOCI) | 196 | 316 |
| Financial assets - at amortised cost | 46,501 | 0 |
| Current hedging instruments | 728 | 451 |
| Amounts receivable within one year | 1,378,969 | 1,449,334 |
| Trade debtors | 1,108,098 | 1,138,482 |
| Finance lease receivables | 67,358 | 64,367 |
| Other receivables | 203,513 | 246,485 |
| Current tax receivables | 27,925 | 29,516 |
| Banks - receivables from credit institutions and clients within one year | 1,478,802 | 1,424,040 |
| Banks - loans and advances to banks | 162,293 | 127,693 |
| Banks - loans and receivables (excluding leases) | 1,012,278 | 936,664 |
| Banks - cash balances with central banks | 304,231 | 359,683 |
| Cash and cash equivalents | 997,461 | 513,588 |
| Time deposits for less than three months | 154,195 | 56,661 |
| Cash | 843,266 | 456,927 |
| Deferred charges and accrued income | 46,811 | 42,088 |
| III. Assets held for sale | 66,076 | 25,067 |
| Total assets | 15,049,239 | 14,165,464 |
For more details regarding the impact of the first time application of IFRS 16 Leases, we refer to Disclosure 7.1 New IFRS standards.
The breakdown of the consolidated balance sheet per segment is shown on pages 28-29 of this report. This reveals that the full consolidation of Bank J.Van Breda & C° (Private Banking segment) has a significant impact on both the balance sheet total and the balance sheet structure of AvH. Bank J.Van Breda & C° contributes 6,139.1 million euros to the balance sheet total of 15,049.2 million euros, and although this bank is solidly capitalized with a Core Tier1 ratio of 12.7%, its balance sheet ratios, as explained by the nature of its activity, are different from those of the other companies in the consolidation scope. To improve the readability of the consolidated balance sheet, certain items from the balance sheet of Bank J.Van Breda & C° have been summarized in the consolidated balance sheet.
Consolidated balance sheet - Equity and liabilities
| (€ 1,000) | 30-06-2019 | 31-12-2018 |
|---|---|---|
| I. Total equity | 4,449,226 | 4,357,996 |
| Equity - group share | 3,279,394 | 3,176,447 |
| Issued capital | 113,907 | 113,907 |
| Share capital | 2,295 | 2,295 |
| Share premium | 111,612 | 111,612 |
| Consolidated reserves | 3,255,418 | 3,124,841 |
| Revaluation reserves | -57,614 | -34,190 |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 4,818 | 1,569 |
| Financial assets : shares - Fair value through OCI (FVOCI) | 182 | 228 |
| Hedging reserves | -39,953 | -13,529 |
| Actuarial gains (losses) defined benefit pension plans | -15,190 | -14,996 |
| Translation differences | -7,470 | -7,462 |
| Treasury shares (-) | -32,318 | -28,111 |
| Minority interests | 1,169,831 | 1,181,549 |
| II. Non-current liabilities | 2,996,954 | 2,435,214 |
| Provisions | 80,683 | 80,048 |
| Pension liabilities | 62,260 | 62,904 |
| Deferred tax liabilities | 165,921 | 191,983 |
| Financial debts | 1,820,100 | 1,340,204 |
| Bank loans | 1,489,074 | 1,120,304 |
| Bonds | 127,751 | 143,356 |
| Subordinated loans | 30,655 | 18,916 |
| Finance and operational leases (incl. IFRS 16) | 153,448 | 53,927 |
| Other financial debts | 19,173 | 3,700 |
| Non-current hedging instruments | 107,718 | 59,203 |
| Other amounts payable after one year | 27,462 | 32,543 |
| Banks - non-current debts to credit institutions. clients & securities | 732,810 | 668,329 |
| Banks - deposits from credit institutions | 0 | 0 |
| Banks - deposits from clients | 671,083 | 594,294 |
| Banks - debt certificates including bonds | 0 | 0 |
| Banks - subordinated liabilities | 61,727 | 74,035 |
| III. Current liabilities | 7,603,060 | 7,372,201 |
| Provisions | 51,508 | 50,760 |
| Pension liabilities | 351 | 358 |
| Financial debts | 788,902 | 672,919 |
| Bank loans | 440,837 | 214,864 |
| Bonds | 105,163 | 275,826 |
| Convertible loans | 8,754 | 0 |
| Subordinated loans | 9,399 | 4,580 |
| Finance and operational leases (incl. IFRS 16) | 33,366 | 9,924 |
| Other financial debts | 191,384 | 167,724 |
| Current hedging instruments | 12,559 | 12,569 |
| Amounts due to customers under construction contracts | 148,478 | 224,540 |
| Other amounts payable within one year | 1,684,340 | 1,734,272 |
| Trade payables | 1,408,604 | 1,487,232 |
| Advances received on construction contracts | 1,142 | 1,270 |
| Amounts payable regarding remuneration and social security | 175,989 | 189,210 |
| Other amounts payable | 98,605 | 56,559 |
| Current tax payables | 60,474 | 56,212 |
| Banks - current debts to credit institutions. clients & securities | 4,775,326 | 4,551,832 |
| Banks - deposits from credit institutions | 24,750 | 27,634 |
| Banks - deposits from clients | 4,489,403 | 4,232,779 |
| Banks - debt certificates including bonds | 240,300 | 275,208 |
| Banks - subordinated liabilities | 20,873 | 16,211 |
| Accrued charges and deferred income | 81,122 | 68,739 |
| IV. Liabilities held for sale | 0 | 54 |
| Total equity and liabilities | 15,049,239 | 14,165,464 |
4. Consolidated cash flow statement (indirect method)
| (€ 1,000) | 30-06-2019 | 30-06-2018 |
|---|---|---|
| I. Cash and cash equivalents, opening balance | 513,588 | 637,027 |
| Profit (loss) from operating activities | 241,158 | 165,721 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments | -117,724 | -18,339 |
| Dividends from participations accounted for using the equity method | 55,433 | 64,107 |
| Other non-operating income (expenses) | 4,424 | 358 |
| Income taxes | -14,574 | -37,104 |
| Non-cash adjustments | ||
| Depreciation | 169,047 | 139,526 |
| Impairment losses | -1,339 | 9,261 |
| Share based payment | -1,814 | 199 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | -5,684 | -4,831 |
| (Decrease) increase of provisions | -104 | -5,357 |
| (Decrease) increase of deferred taxes | -18,081 | -1,514 |
| Other non-cash expenses (income) | -4,259 | 5,921 |
| Cash flow | 306,481 | 317,948 |
| Decrease (increase) of working capital | 9,065 | -214,041 |
| Decrease (increase) of inventories and construction contracts | -70,782 | -62,206 |
| Decrease (increase) of amounts receivable | 48,997 | -215,393 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | -210,815 | -260,801 |
| Increase (decrease) of liabilities (other than financial debts) | -45,634 | 57,831 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) | 288,946 | 274,798 |
| Decrease (increase) other | -1,647 | -8,269 |
| Cash flow from operating activities | 315,546 | 103,907 |
| Investments | -511,932 | -517,049 |
| Acquisition of intangible and tangible assets | -284,453 | -254,605 |
| Acquisition of investment property | -65,411 | -21,552 |
| Acquisition of financial fixed assets | -49,809 | -20,045 |
| Cash acquired through business combinations | 37,345 | |
| New amounts receivable | -9,830 | -13,467 |
| Acquisition of investments | -139,773 | -207,379 |
| Divestments | 355,242 | 276,337 |
| Disposal of intangible and tangible assets | 12,202 | 2,576 |
| Disposal of investment property | 15,845 | 3,500 |
| Disposal of financial fixed assets | 197,627 | 49,316 |
| Cash disposed of through business disposals | -26,483 | |
| Reimbursements of amounts receivable | 17,644 | 2,738 |
| Disposal of investments | 138,407 | 218,208 |
| Cash flow from investing activities | -156,691 | -240,712 |
| Financial operations | ||
| Interest received | 5,581 | 3,800 |
| Interest paid | -25,253 | -25,380 |
| Other financial income (costs) | -8,113 | -6,955 |
| Decrease (increase) of treasury shares | -4,894 | 300 |
| (Decrease) increase of financial debts | 489,781 | 263,549 |
| Additional investments in controlling interests | -5,557 | |
| Distribution of profits | -76,985 | -73,019 |
| Dividends paid to minority interests | -50,118 | -52,443 |
| Cash flow from financial activities | 324,443 | 109,852 |
| II. Net increase (decrease) in cash and cash equivalents | 483,298 | -26,953 |
| Change in consolidation scope or method | 0 | -3,158 |
| Impact of exchange rate changes on cash and cash equivalents | 574 | -441 |
| III. Cash and cash equivalents - ending balance | 997,461 | 606,476 |
The first time adoption of IFRS 16 Leases has no impact on the cash flow statement.
5. Statement of changes in consolidated equity
| (€ 1,000) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital & share premium |
Consolidated reserves |
Fair value through OCI Bonds - (FVOCI) |
Fair value through OCI Shares - (FVOCI) |
Hedging reserves |
Actuarial gains (losses) defined benefit pension plans |
Translation differences |
Treasury shares |
group share Equity - |
Minority interests |
Total equity | |
| Opening balance, 1 january 2018 | 113,907 | 2,908,037 | 1,544 | 351 | -10,204 | -15,083 | -15,774 | -29,828 | 2,952,951 | 1,211,448 | 4,164,398 |
| Profit | 111,661 | 111,661 | 60,584 | 172,245 | |||||||
| Non-realised results | 271 | 16 | -2,661 | 342 | 5,322 | 3,290 | -989 | 2,300 | |||
| Total of realised and unrealised results |
0 | 111,661 | 271 | 16 | -2,661 | 342 | 5,322 | 0 | 114,951 | 59,595 | 174,545 |
| Distribution of dividends of the previous financial year |
-73,019 | -73,019 | -52,443 | -125,462 | |||||||
| Operations with treasury shares | 482 | 482 | 482 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
720 | 720 | -351 | 369 | |||||||
| Ending balance, 30 June 2018 |
113,907 | 2,947,399 | 1,815 | 367 | -12,864 | -14,742 | -10,452 | -29,345 | 2,996,083 | 1,218,249 | 4,214,332 |
| (€ 1,000) | |||||||||||
| Issued capital & share premium |
Consolidated reserves |
Fair value through OCI Bonds - (FVOCI) |
Fair value through OCI Shares - (FVOCI) |
Hedging reserves |
Actuarial gains (losses) defined benefit pension plans |
Translation differences |
Treasury shares |
group share Equity - |
Minority interests |
Total equity | |
| Closing balance, 31 December 2018 |
113,907 | 3,124,841 | 1,568 | 228 | -13,528 | -14,997 | -7,462 | -28,112 | 3,176,446 | 1,181,549 | 4,357,995 |
| Impact IFRS 16 - Leases | 0 | 0 | 0 | ||||||||
| Opening balance, 1 January 2019 | 113,907 | 3,124,841 | 1,568 | 228 | -13,528 | -14,997 | -7,462 | -28,112 | 3,176,446 | 1,181,549 | 4,357,995 |
| Profit | 212,945 | 212,945 | 45,796 | 258,740 | |||||||
| Non-realised results | 3,249 | -46 | -26,424 | -194 | -9 | -23,424 | -18,906 | -42,330 | |||
| Total of realised and unrealised results |
0 | 212,945 | 3,249 | -46 | -26,424 | -194 | -9 | 0 | 189,521 | 26,890 | 216,411 |
| Distribution of dividends of the previous financial year |
-76,985 | -76,985 | -50,117 | -127,103 | |||||||
| Operations with treasury shares | -4,206 | -4,206 | -4,206 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
-5,382 | -5,382 | 11,511 | 6,129 | |||||||
| Ending balance, 30 June 2019 |
113,907 | 3,255,418 | 4,818 | 182 | -39,953 | -15,190 | -7,470 | -32,318 | 3,279,394 | 1,169,831 | 4,449,226 |
For comments on the other comprehensive income, see Note 2 on page 19 of this report. The impact of the new accounting standard "IFRS 16 Leases" on equity is nil and this is explained in Disclosure 7.1 New IFRS Standards on page 36 of this report.
On June 5, 2019, AvH paid a dividend of 2.32 euros per share.
In the course of the first semester of 2019, AvH has purchased 45,500 of its own shares in order to hedge an identical number of newly granted options for the benefit of the staff. Over the same period, the beneficiaries of the share option plan exercised options on 16,500 AvH shares. On June 30, 2019, options were outstanding for a total of 363,000 AvH shares. In order to hedge this obligation, AvH owned exactly 363,000 own shares on the same date.
In addition, 45,745 AvH shares were purchased and 46,575 shares were sold during the first 6 months of 2019 in the context of the contract that AvH entered into with Kepler
Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but, as they take place on behalf of AvH, the net sale of 830 AvH shares has an impact on AvH's equity in this context. On June 30, 2019, the number of own shares in the portfolio in the context of this liquidity agreement amounts to 8,585.
The item "Other" in the "Minority interests" column arises, among other aspects, from the changes in the AvH consolidation scope (i.e. the sale of Residalya, an increased stake in CFE and Rent-A-Port, and the acquisition of control/full consolidation of Infra Asia Investments). We refer to Explanatory note 6 Segment reporting on page 24 for more details.
The item "Other" in the colomn "Consolidated reserves" includes a.o. the eliminations of results on sales of treasury shares, the impact of the acquisition of minority interests and the impact of the measurement of the purchase obligation on certain shares.
6. Segment reporting
Segment 1
Marine Engineering & Contracting:
DEME (global integration 60.82%), CFE (global integration 60.82%), Rent-A-Port (global integration 80.41%) and Green Offshore (global integration 80.41%).
In the first quarter of 2019, AvH and CFE each increased their stake in Rent-A-Port from 45% to 50%. Together they now own 100% of the capital of this company.
The purchase of 95,000 CFE shares (+0.4%) on the stock market in H1 2019 led mechanically to AvH's higher beneficial interest in DEME, Rent-A-Port and Green Offshore.
Segment 2
Private Banking:
Delen Private Bank (equity method 78.75%), Bank J.Van Breda & C° (global integration 78.75%) and FinAx (global integration 100%).
Segment 3
Real Estate & Senior Care:
Extensa (global integration 100%), Leasinvest Real Estate (global integration 30%), Leasinvest Real Estate Management (global integration 100%) and Anima Care (global integration 92.5%).
In March 2019, AvH and Hervé Hardy, founder and CEO, reached an agreement on the sale of 100% of the share capital of HPA, the parent company of Residalya, to DomusVi. The transaction was completed at the end of June 2019. In the consolidated accounts, the participation in Residalya was transferred to "held for sale" in Q1 2019, and later deconsolidated on June 28, 2019.
Segment 4
Energy & Resources:
SIPEF (equity method 31.96%), AvH India Resources (global integration 100%) and Sagar Cements (equity method 19.86%).
AvH's stake in SIPEF increased slightly from 31.59 % to 31.96% in H12019.
Following an extraordinary general meeting of Sagar Cements, 3,100,000 warrants that are convertible into shares were issued in January 2019. AvH India Resources has subscribed to 1,550,000 convertible warrants, and 775,000 of these have already been converted. The beneficial interest of AvH India Resources in Sagar Cements thereby increased to 19.86%.
Segment 5
AvH & Growth Capital:
- AvH, Sofinim & subholdings (global integration 100%)
- Participations fully consolidated: Agidens (86.2%) and Biolectric Group (60.0%)
- Participations accounted for using the equity method: Axe Investments (48.3%), Amsteldijk Beheer (50%), Mediahuis Partners (26.7%), Mediahuis (13.5%), MediaCore (49.9%), Financière EMG (22.5%), Manuchar (30.0%), Turbo's Hoet Groep (50%), Consortium Telemond (50%) and GIB (50%)
- Non-consolidated participations: OncoDNA (15%) and Transpalux (45%)
AvH acquired a 60% stake in Biolectric Group in February 2019, with Philippe Jans as CEO. This participation is fully consolidated as of January 1, 2019.
In Q1 2019, AvH sold its 50% stake in Henschel Engineering NV, a company that no longer has any industrial activities and that owns land and buildings situated in Wilrijk. As a result of this sale, Henschel Engineering is no longer included in the perimeter of the Telemond Consortium, in which AvH still holds 50%, as was the case before.
During the first half of 2019, AvH's shareholding percentage in Mediahuis Partners increased from 26.21% to 26.72%. This evolution is the result of minor changes in the shareholder structure of the company and not of an additional direct investment by AvH.
6. Segment information - consolidated income statement 30-06-2019
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2019 |
|
| Revenue | 1,899,040 | 84,443 | 140,092 | 27 | 51,885 | -940 | 2,174,547 |
| Rendering of services | 43,686 | 959 | -940 | 43,705 | |||
| Lease revenue | 4,644 | 795 | 5,439 | ||||
| Real estate revenue | 24,382 | 89,006 | 113,389 | ||||
| Interest income - banking activities | 45,889 | 45,889 | |||||
| Fees and commissions - banking activities | 32,761 | 32,761 | |||||
| Revenue from construction contracts | 1,831,703 | 49,469 | 1,881,172 | ||||
| Other operating revenue | 42,955 | 1,149 | 6,605 | 27 | 1,457 | 52,192 | |
| Other operating income | 5,813 | 900 | 5,068 | 0 | 1,349 | -517 | 12,613 |
| Interest on financial fixed assets - receivables | 5,813 | 493 | -447 | 5,858 | |||
| Dividends | 900 | 5,068 | 787 | 6,754 | |||
| Government grants | 0 | ||||||
| Other operating income | 70 | -70 | 0 | ||||
| Operating expenses (-) | -1,856,688 | -62,846 | -91,844 | -129 | -58,915 | 1,010 | -2,069,411 |
| Raw materials and consumables used (-) | -1,085,912 | -46,171 | -26,323 | -1,158,407 | |||
| Changes in inventories of finished goods, raw materials & consumables (-) | 15,470 | 8,125 | 137 | 23,733 | |||
| Interest expenses Bank J.Van Breda & C° (-) | -12,366 | -12,366 | |||||
| Employee expenses (-) | -350,493 | -23,077 | -31,550 | -20,273 | -425,393 | ||
| Depreciation (-) | -158,374 | -3,815 | -4,492 | -2,366 | -169,047 | ||
| Impairment losses (-) | 1,204 | 309 | -71 | 1,442 | |||
| Other operating expenses (-) | -278,731 | -23,286 | -17,648 | -129 | -10,874 | 1,010 | -329,657 |
| Provisions | 148 | -611 | -38 | 784 | 284 | ||
| Profit (loss) on assets/liabilities | |||||||
| designated at fair value through profit and loss | 0 | 0 | 2,343 | 0 | 3,341 | 0 | 5,684 |
| Financial assets - Fair value through P/L (FVPL) | 6,217 | 3,341 | 9,558 | ||||
| Investment property | -3,874 | -3,874 | |||||
| Profit (loss) on disposal of assets | 6,403 | 737 | 811 | 0 | 109,774 | 0 | 117,724 |
| Realised gain (loss) on intangible and tangible assets | 6,403 | 294 | 22 | -3 | 6,716 | ||
| Realised gain (loss) on investment property | 795 | 795 | |||||
| Realised gain (loss) on financial fixed assets | -7 | 108,144 | 108,137 | ||||
| Realised gain (loss) on other assets | 443 | 1,633 | 2,076 | ||||
| Profit (loss) from operating activities | 54,568 | 23,234 | 56,470 | -102 | 107,434 | -447 | 241,158 |
| Finance income | 16,323 | 5 | 3,578 | 0 | 587 | -333 | 20,161 |
| Interest income | 1,924 | 5 | 3,474 | 511 | -333 | 5,581 | |
| Other finance income | 14,399 | 104 | 76 | 14,579 | |||
| Finance costs (-) | -29,798 | 0 | -10,108 | -1 | -686 | 779 | -39,813 |
| Interest expenses (-) | -10,832 | -6,929 | -236 | 779 | -17,218 | ||
| Other finance costs (-) | -18,966 | -3,179 | -1 | -449 | -22,595 | ||
| Derivative financial instruments designated at fair value throughprofit and loss |
0 | -650 | -4,023 | 0 | 0 | -4,673 | |
| Share of profit (loss) from equity accounted investments | 12,413 | 43,661 | 135 | -310 | 6,467 | 62,365 | |
| Other non-operating income | 2,024 | 2,400 | 0 | 0 | 0 | 4,424 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 55,529 | 68,650 | 46,053 | -412 | 113,802 | 0 | 283,621 |
| Income taxes | -14,755 | -6,358 | -3,300 | 0 | -469 | 0 | -24,881 |
| Deferred taxes | 17,852 | 76 | -47 | 200 | 18,081 | ||
| Current taxes | -32,607 | -6,434 | -3,253 | -669 | -42,962 | ||
| Profit (loss) after tax from continuing operations | 40,775 | 62,292 | 42,753 | -412 | 113,333 | 0 | 258,740 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) of the period | 40,775 | 62,292 | 42,753 | -412 | 113,333 | 0 | 258,740 |
| Minority interests | 14,795 | 4,065 | 26,979 | 130 | -173 | 45,796 | |
| Share of the group | 25,980 | 58,227 | 15,774 | -542 | 113,506 | 212,945 |
Comments on the consolidated income statement
The consolidated revenue decreased by 81.7 million euros (3.6%), to 2,174.5 million euros, in the first half of 2019. This evolution is explained by a decrease by 101.4 million euros within the "Real Estate & Senior Care" segment and by increases in the other segments.
In "Real Estate & Senior Care", the participation in Residalya was sold to DomusVi in 2019 and deconsolidated (resulting in a decrease in revenue of 59.3 million euros), and real estate revenue decreased by 43.2 million euros due to lower sales at Extensa in H1 2019 (Riva/Brussels and Cloche d'Or/Luxembourg) compared to H1 2018 (then virtually exclusively Cloche d'Or/Luxembourg). Both DEME and Rent-A-Port contributed to an increase in revenue in "Marine Engineering & Contracting", unlike CFE. In the case of Rent-A-Port, this is partly due to a modified consolidation scope in H1 2019. In the "Private Banking" segment, the increased lending activity of Bank J.Van Breda & C° did not result in an increase in interest revenue. The increase in revenue in that segment is therefore explained by a further increase in fees and commissions, which represent an increasing share of the revenue year after year (H1 2019: 39%, compared to 36% the year before). In the "AvH & Growth Capital" segment, the Biolectric Group participation acquired in 2019 makes a (modest) contribution for the first time, but the main contributor to the increase in revenue is Agidens.
The increase in other operating income by 8.0 million euros, to 12.6 million euros, is mainly explained by the (earlier) dividend payment by Retail Estates (5.1 million euros) in H1 2019. The other operating income balance mainly consists of interest income from loans to non-fully consolidated participations in the Merkur, Rentel and SeaMade offshore wind farms.
The above-mentioned deconsolidation and sale of the stake in Residalya (in the "Real Estate & Senior Care" segment) also accounts for a decrease by 53.8 million euros in the operating expenses compared to last year. These operating expenses do increase in the other segments, as was the case for the operating income. Despite the disappearance of Residalya from the scope, the depreciation charges increase by 29.5 million euros. This 'Depreciation' item is affected by the application, as from 2019, of the new IFRS 16 accounting standard regarding rental contracts, which is explained on page 36 of this report. DEME's continued efforts with regard to the innovation and expansion of its fleet also result in an increase of the depreciation charges. Compared to H1 2018, the DEME fleet has been expanded with the Living Stone, Apollo and Omalius ships, as well as the Medco ships.
The profit on assets/liabilities designated at fair value is slightly higher than last year, at 5.7 million euros in H1 2019. This profit over the first six months of 2019 was structured as follows: on balance, the value of AvH's investment portfolio increased by 3.3 million euros, the participation of Leasinvest Real Estate in Retail Estates (10.49% as at 30/6/2019) increased in value by 6.2 million euros and the Leasinvest Real Estate real estate portfolio by 0.2 million euro. At Extensa, on the other hand, a negative correction was carried out as a result of new estimates as at 30/6/2019.
AvH achieved significant consolidated capital gains on the disposal of assets of 117.7 million euros in H1 2019, compared to 18.3 million euros in H1 2018. In H1 2019, AvH sold its 71.72% participation in Residalya, with a capital gain of 105.7 million euros, and its 50% stake in Henschel Engineering, a Belgian component of the Telemond group that owns a site in Wilrijk that is no longer in industrial use. In addition, a limited deferred result was recorded on a participation that was sold in 2015, and a first contribution of 1.6 million euros was collected in the context of the 'Fortis settlement'. Leasinvest Real Estate realised a capital gain of 0.8 million euros on the sale of its "Kennedy" property in Luxembourg. The capital gains at Bank J.Van Breda & C° mainly relate to realisations in its investment portfolio, and DEME sold old equipment, including the Buzzard, Zenne and Atlantico Due ships, with a capital gain of approximately 6 million euros.
Both the financing income and the financing costs were lower in H1 2019 than in the previous year. The net interest expenses in H1 2019 amounted to 11.6 million euros, representing an improvement of 4.0 million euros compared to the situation as at 30/6/2018. The deconsolidation of Residalya in H1 2019 also contributes to this.
The derivative financial instruments designated at fair value had a negative impact of 4.7 million euros on the result in H1 2019, contrary to H1 2018, when this provided a positive result of 0.9 million euros. This can mainly be explained by the evolution of the market value of financial instruments used by Leasinvest Real Estate as a hedge against an increase in the interest rates.
The share of profit from equity accounted investments amounts to 62.4 million euros, slightly lower than the 63.2 million euros of the previous year. This line summarises the total result contribution of the subsidiaries that are not fully consolidated. It should also be noted here that, due to the restructuring of the shareholder structure relating to Bank J.Van Breda & C° and Delen Private Bank, as already explained in the annual report of 2018, the result of Delen Private Bank in H1 2019 is accounted for using the equity method at 78.75%, whereas this still was via the equity method by inclusion of a 100% participation in H1 2018, corrected for a minority stake of 21.25%.
The other non-operating income resulted from the acquisition of IPEM Reclamation by Rent-A-Port and ABK by Bank J.Van Breda & C°.
Income taxes amounted to 24.9 million euros in H1 2019, compared to 35.2 million euros in H1 2018. When assessing this cost, it should be taken into account that 62.4 million euros of the profit before tax arises from equity accounted companies. This contribution of 62.4 million euros is calculated on the net result of these participations, i.e. after tax. In other words, the taxes paid by these companies are not visible in the consolidated AvH accounts, which creates a distorted picture. Moreover, in H1 2019, a significant part of the result has been realised on the sale of participations (among others, the sale of 71.72% in Residalya), on which capital gains are exempt from tax, just like most income from dividends.
Segment information - consolidated income statement 30-06-2018
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2018 |
|
| Revenue | 1,890,253 | 83,719 | 241,505 | 12 | 41,670 | -849 | 2,256,310 |
| Rendering of services | 1,505 | 100,416 | 872 | -849 | 101,944 | ||
| Lease revenue | 4,235 | 788 | 5,023 | ||||
| Real estate revenue | 75,474 | 132,188 | 207,662 | ||||
| Interest income - banking activities | 47,997 | 47,997 | |||||
| Fees and commissions - banking activities | 30,310 | 30,310 | |||||
| Revenue from construction contracts | 1,783,078 | 39,246 | 1,822,323 | ||||
| Other operating revenue | 30,197 | 1,177 | 8,114 | 12 | 1,552 | 41,052 | |
| Other operating income | 3,382 | 520 | 0 | 0 | 1,325 | -627 | 4,601 |
| Interest on financial fixed assets - receivables | 3,338 | 625 | -557 | 3,408 | |||
| Dividends | 43 | 520 | 600 | 1,163 | |||
| Government grants | 0 | ||||||
| Other operating income | 100 | -70 | 30 | ||||
| Operating expenses (-) | -1,812,196 | -61,740 | -187,874 | -47 | -57,423 | 919 | -2,118,361 |
| Raw materials and consumables used (-) | -1,068,817 | -89,836 | -18,235 | -1,176,889 | |||
| Changes in inventories of finished goods, raw materials & consumables (-) | -35,359 | 3,599 | -31,760 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -12,395 | -12,395 | |||||
| Employee expenses (-) | -335,852 | -22,842 | -60,338 | -17,974 | -437,006 | ||
| Depreciation (-) | -126,096 | -2,298 | -9,670 | -1,462 | -139,526 | ||
| Impairment losses (-) | 2,303 | -1,546 | -29 | -10,000 | -9,271 | ||
| Other operating expenses (-) | -254,031 | -22,464 | -31,849 | -47 | -9,757 | 919 | -317,228 |
| Provisions | 5,656 | -195 | 249 | 5 | 5,715 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 4,804 | 0 | 27 | 0 | 4,831 |
| Financial assets held for trading | 4,720 | 27 | 4,747 | ||||
| Investment property | 84 | 84 | |||||
| Profit (loss) on disposal of assets | 2,362 | 507 | 2 | 0 | 15,469 | 0 | 18,339 |
| Realised gain (loss) on intangible and tangible assets | 1,708 | 2 | 17 | 1,727 | |||
| Realised gain (loss) on investment property | 0 | ||||||
| Realised gain (loss) on financial fixed assets | 654 | 15,217 | 15,871 | ||||
| Realised gain (loss) on other assets | 507 | 234 | 741 | ||||
| Profit (loss) from operating activities | 83,801 | 23,006 | 58,437 | -35 | 1,068 | -557 | 165,721 |
| Finance income | 28,562 | 4 | 1,613 | 0 | 373 | -10 | 30,541 |
| Interest income | 2,349 | 4 | 1,319 | 138 | -10 | 3,800 | |
| Other finance income | 26,213 | 294 | 235 | 26,742 | |||
| Finance costs (-) | -39,046 | 0 | -13,703 | 0 | -1,053 | 567 | -53,235 |
| Interest expenses (-) | -11,338 | -8,424 | -195 | 567 | -19,389 | ||
| Other finance costs (-) | -27,708 | -5,279 | -858 | -33,846 | |||
| Derivative financial instruments designated at fair value throughprofit and loss |
0 | -208 | 1,086 | 0 | 0 | 878 | |
| Share of profit (loss) from equity accounted investments | -642 | 56,948 | 11,132 | 6,499 | -10,766 | 63,170 | |
| Other non-operating income | 0 | 358 | 0 | 0 | 0 | 358 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 72,675 | 80,108 | 58,565 | 6,464 | -10,378 | 0 | 207,434 |
| Income taxes | -20,526 | -6,713 | -7,725 | 0 | -225 | 0 | -35,189 |
| Deferred taxes | 4,549 | 929 | -4,308 | 343 | 1,513 | ||
| Current taxes | -25,075 | -7,642 | -3,416 | -568 | -36,702 | ||
| Profit (loss) after tax from continuing operations | 52,149 | 73,395 | 50,841 | 6,464 | -10,603 | 0 | 172,245 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) of the period | 52,149 | 73,395 | 50,841 | 6,464 | -10,603 | 0 | 172,245 |
| Minority interests | 19,992 | 15,645 | 24,946 | 2 | -2 | 60,584 | |
| Share of the group | 32,156 | 57,750 | 25,895 | 6,462 | -10,602 | 111,661 |
Segment information - consolidated balance sheet 30-06-2019 - Assets
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2019 |
|
| I. Non-current assets | 3,238,832 | 4,751,616 | 1,592,587 | 231,598 | 238,792 | -14,101 | 10,039,325 |
| Intangible assets | 93,645 | 2,036 | 25,465 | 348 | 121,495 | ||
| Goodwill | 177,127 | 134,247 | 7,093 | 11,727 | 330,194 | ||
| Tangible assets | 2,583,194 | 50,797 | 175,200 | 30,416 | 2,839,607 | ||
| Land and buildings | 144,563 | 43,890 | 136,068 | 22,696 | 347,217 | ||
| Plant. machinery and equipment | 1,944,767 | 1,590 | 2,424 | 1,188 | 1,949,969 | ||
| Furniture and vehicles | 35,854 | 3,850 | 2,389 | 6,026 | 48,119 | ||
| Other tangible assets | 398 | 1,283 | 2,549 | 506 | 4,736 | ||
| Assets under construction and advance payments | 457,613 | 184 | 31,769 | 489,566 | |||
| Operating lease - as lessor (IAS 17) | 0 | ||||||
| Investment property | 4,042 | 1,217,103 | 1,221,145 | ||||
| Participations accounted for using the equity method |
153,757 | 584,659 | 6,572 | 231,598 | 153,403 | 1,129,990 | |
| Financial fixed assets | 113,550 | 1,350 | 135,828 | 37,794 | -14,101 | 274,421 | |
| Financial assets : shares - Fair value through P/L (FVPL) | 5,327 | 107,256 | 23,257 | 135,840 | |||
| Receivables and warranties | 108,223 | 1,350 | 28,572 | 14,537 | -14,101 | 138,581 | |
| Non-current hedging instruments | 829 | 16 | 257 | 1,102 | |||
| Amounts receivable after one year | 3,660 | 161,426 | 22,527 | 2,605 | 190,219 | ||
| Trade receivables | 0 | ||||||
| Finance lease receivables | 161,426 | 22,066 | 183,492 | ||||
| Other receivables | 3,660 | 461 | 2,605 | 6,727 | |||
| Deferred tax assets | 109,027 | 1,105 | 2,541 | 2,499 | 115,171 | ||
| Banks - receivables from credit institutions and clients after one year |
3,815,980 | 3,815,980 | |||||
| II. Current assets | 2,196,475 | 2,174,173 | 324,805 | 152 | 319,384 | -71,151 | 4,943,838 |
| Inventories | 257,760 | 148,673 | 1,350 | 407,784 | |||
| Amounts due from customers under construction contracts |
66,585 | 19,763 | 11,795 | 98,143 | |||
| Investments | 3 | 465,746 | 41,468 | 507,217 | |||
| Financial assets : shares - Fair value through P/L (FVPL) | 3 | 41,468 | 41,471 | ||||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 419,049 | 419,049 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 196 | 196 | |||||
| Financial assets - at amortised cost | 46,501 | 46,501 | |||||
| Current hedging instruments | 615 | 113 | 728 | ||||
| Amounts receivable within one year | 1,141,338 | 147,306 | 96,702 | 6 | 62,442 | -68,825 | 1,378,969 |
| Trade debtors | 1,060,976 | 31,751 | 16,510 | -1,140 | 1,108,098 | ||
| Finance lease receivables | 67,059 | 299 | 67,358 | ||||
| Other receivables | 80,361 | 80,247 | 64,652 | 6 | 45,932 | -67,685 | 203,513 |
| Current tax receivables | 20,892 | 5,613 | 862 | 558 | 27,925 | ||
| Banks - receivables from credit institutions and clients within one year |
1,478,802 | 1,478,802 | |||||
| Banks - loans and advances to banks | 162,293 | 162,293 | |||||
| Banks - loans and receivables (excl. finance leases) |
1,012,278 | 1,012,278 | |||||
| Banks - cash balances with central banks | 304,231 | 304,231 | |||||
| Cash and cash equivalents | 675,463 | 68,750 | 55,360 | 146 | 197,742 | 997,461 | |
| Time deposits for less than three months | 31,793 | 4,604 | 117,798 | 154,195 | |||
| Cash | 643,670 | 68,750 | 50,756 | 146 | 79,944 | 843,266 | |
| Deferred charges and accrued income | 33,818 | 7,843 | 3,446 | 4,030 | -2,326 | 46,811 | |
| III. Assets held for sale | 64,649 | 1,427 | 66,076 | ||||
| Total assets | 5,499,956 | 6,925,789 | 1,918,820 | 231,750 | 558,176 | -85,252 | 15,049,239 |
Segment information - consolidated balance sheet 30-06-2019 - Equity and liabilities
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2019 |
|
| I. Total equity | 1,720,512 | 1,325,743 | 746,976 | 231,738 | 424,256 | 4,449,226 | |
| Shareholders' equity - group share | 1,026,553 | 1,210,031 | 392,956 | 231,738 | 418,116 | 3,279,394 | |
| Issued capital | 113,907 | 113,907 | |||||
| Share capital | 2,295 | 2,295 | |||||
| Share premium | 111,612 | 111,612 | |||||
| Consolidated reserves | 1,077,890 | 1,205,135 | 406,026 | 220,913 | 345,454 | 3,255,418 | |
| Revaluation reserves | -51,336 | 4,896 | -13,070 | 10,825 | -8,928 | -57,614 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 4,818 | 4,818 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 182 | 182 | |||||
| Hedging reserves | -26,832 | -35 | -13,291 | 5 | 200 | -39,953 | |
| Actuarial gains (losses) defined benefit pension plans | -15,522 | -145 | -868 | 1,346 | -15,190 | ||
| Translation differences | -8,982 | 77 | 221 | 11,688 | -10,474 | -7,470 | |
| Treasury shares (-) | -32,318 | -32,318 | |||||
| Minority interests | 693,959 | 115,712 | 354,020 | 6,140 | 1,169,831 | ||
| II. Non-current liabilities | 1,545,894 | 807,761 | 644,155 | 13,243 | -14,101 | 2,996,954 | |
| Provisions | 66,784 | 9,516 | 3,743 | 640 | 80,683 | ||
| Pension liabilities | 57,689 | 4,527 | 44 | 62,260 | |||
| Deferred tax liabilities | 109,271 | 55,294 | 1,355 | 165,921 | |||
| Financial debts | 1,295,996 | 6,376 | 520,853 | 10,976 | -14,101 | 1,820,100 | |
| Bank loans | 1,060,127 | 420,877 | 8,069 | 1,489,074 | |||
| Bonds | 62,793 | 64,958 | 127,751 | ||||
| Subordinated loans | 30,641 | 14 | 30,655 | ||||
| Finance and operational leases (incl. IFRS 16) | 111,737 | 6,376 | 32,443 | 2,892 | 153,448 | ||
| Other financial debts | 30,698 | 2,575 | -14,101 | 19,173 | |||
| Non-current hedging instruments | 12,943 | 45,758 | 49,017 | 107,718 | |||
| Other amounts payable after one year | 3,212 | 8,774 | 15,203 | 272 | 27,462 | ||
| Banks - debts to credit institutions, clients & securities | 732,810 | 732,810 | |||||
| Banks - deposits from credit institutions | 0 | ||||||
| Banks - deposits from clients | 671,083 | 671,083 | |||||
| Banks - debt certificates including bonds | 0 | ||||||
| Banks - subordinated liabilities | 61,727 | 61,727 | |||||
| III. Current liabilities | 2,233,549 | 4,792,284 | 527,689 | 12 | 120,677 | -71,151 | 7,603,060 |
| Provisions | 44,046 | 18 | 7,444 | 51,508 | |||
| Pension liabilities | 351 | 351 | |||||
| Financial debts | 386,515 | 378,804 | 91,268 | -67,685 | 788,902 | ||
| Bank loans | 331,062 | 104,514 | 5,261 | 440,837 | |||
| Bonds | 105,163 | 105,163 | |||||
| Convertible loans | 8,754 | 8,754 | |||||
| Subordinated loans | 9,395 | 3 | 9,399 | ||||
| Finance and operational leases (incl. IFRS 16) | 29,502 | 2,131 | 1,733 | 33,366 | |||
| Other financial debts | 7,801 | 166,996 | 84,271 | -67,685 | 191,384 | ||
| Current hedging instruments | 11,062 | 1,497 | 12,559 | ||||
| Amounts due to customers under construction contracts | 143,178 | 5,300 | 148,478 | ||||
| Other amounts payable within one year | 1,541,927 | 9,004 | 112,051 | 8 | 22,488 | -1,139 | 1,684,340 |
| Trade payables | 1,348,900 | 48 | 49,157 | 8 | 11,630 | -1,139 | 1,408,604 |
| Advances received | 95 | 1,046 | 1,142 | ||||
| Amounts payable regarding remuneration and social security | 148,711 | 8,014 | 13,506 | 5,758 | 175,989 | ||
| Other amounts payable | 44,316 | 942 | 49,293 | 4,054 | 98,605 | ||
| Current tax payables | 51,119 | 8,348 | 4 | 1,003 | 60,474 | ||
| Banks - debts to credit institutions, clients & securities | 4,775,326 | 4,775,326 | |||||
| Banks - deposits from credit institutions | 24,750 | 24,750 | |||||
| Banks - deposits from clients | 4,489,403 | 4,489,403 | |||||
| Banks - debt certificates including bonds | 240,300 | 240,300 | |||||
| Banks - subordinated liabilities | 20,873 | 20,873 | |||||
| Accrued charges and deferred income | 55,702 | 6,088 | 21,041 | 617 | -2,327 | 81,122 | |
| IV. Liabilities held for sale | 0 | ||||||
| Total equity and liabilities | 5,499,956 | 6,925,789 | 1,918,820 | 231,750 | 558,176 | -85,252 | 15,049,239 |
Comments on the segment information - balance sheet
The consolidated balance sheet total of AvH further increased by 883.8 million euros, to 15,049.2 million euros, on June 30, 2019, compared to 14,165.5 million euros at year-end 2018.
As already mentioned in earlier reports, the full consolidation of the participation in Bank J.Van Breda & C° (78.75%) has a considerable impact on both the total size and the composition of the consolidated balance sheet of AvH. Due to its specific banking activity, Bank J.Van Breda & C° has a significantly larger balance sheet total than the other companies of the group: out of an overall balance sheet total of 15,049.2 million euros, the full consolidation of Bank J.Van Breda & C° alone already accounts for 6,139.1 million euros. Moreover, as a financial institution, Bank J.Van Breda & C° has a distinct balance sheet structure that is tailored to its activities. Although Bank J.Van Breda & C° is one of the best capitalized financial institutions in Belgium, it clearly has different balance sheet ratios than the other participations of the group. A number of items from the balance sheet of Bank J.Van Breda & C° are grouped under separate items in the consolidated balance sheet of AvH for distinction purposes.
The strong commercial momentum of Bank J.Van Breda & C°, which is reflected, among other things, in a further increase of both the loan portfolio (assets) and the deposits received (liabilities), accounts for 319.1 million euros of the increase in the group's balance sheet total in H1 2019. The rest of the growth is spread over several balance sheet items and generally illustrates the growth of the group's activities over the past 6 months.
The intangible assets decreased by 55.3 million euros, to 121.5 million euros, compared to year-end 2018. This decrease is almost entirely explained by the sale of the Residalya participation in H1 2019. At the end of 2018, the fully consolidated Residalya made a contribution of 59.9 million euros to the intangible assets in the "Real Estate & Senior Care" segment. The same transaction also ensured the disappearance of 21.3 million euros of goodwill in that segment. The global integration of Biolectric Group (AvH 60%), on the other hand, gave rise to the recognition of a (preliminary) goodwill of 11.7 million euros (100%) in "AvH & Growth Capital".
The tangible assets increased by 128.5 million euros compared to the end of 2018. The sale of Residalya, however, entailed a 106.4 million euros decrease in these tangible assets. The fact that they increased on balance is partially the result of the application of the new IFRS 16 accounting standard (regarding rental contracts) as of 2019 (see explanation on page 36), but mainly illustrates the investments that the group companies have made in the renovation and expansion of their infrastructure and equipment. The increase is mainly situated in the "Marine Engineering & Contracting" segment, and more specifically at DEME (an increase of 161.0 million euros), but also at CFE (a 19.4 million euros increase). The modified consolidation scope of Rent-A-Port has also resulted in an increase of the tangible assets by 20.5 million euros. Anima Care also made significant investments (12.7 million euros) in the further development of its network of retirement homes, mainly in connection with the residences in Zoutleeuw, Anderlecht and Bilzen, which are under construction.
The investment property increased by 83.6 million euros, to 1,221.1 million euros, during the first half of the year. Extensa made an additional investment in the Tour & Taxis site in Brussels (in extensive construction work at the Gare Maritime, Parking Maritime and Hotel de La Poste, among others), and the real estate portfolio of Leasinvest Real Estate also expanded further in the first 6 months of 2019. This portfolio (including leasing) was valued at 1,055.1 million euros as at June 30, 2019.
The participations accounted for using the equity method decreased by 54.8 million euros, to 1,129.9 million euros, compared to year-end 2018. As AvH did not itself acquire any new participations, nor sold any participations that are accounted for using the equity method, the variation is mainly explained by the results of these participations (62.4 million euros) and the dividends paid by these participations (55.4 million euros, see Cashflow statement). The balance is explained by additional investments (for example, in the acquisition of additional SIPEF and Sagar Cements shares), or by perimeter changes (for example, the inclusion of the participation in Rentel, or the full consolidation of IAI by Rent-A-Port, which was still reported using the equity method in 2018).
The financial fixed assets decreased by 22.0 million euros to 274.4 million euros due to the reclassification of DEME's 12.5% interest in the Merkur offshore wind farm to "held for sale" on the one hand, and additional purchases and the increase in the share price of Retail Estates shares held by Leasinvest Real Estate on the other hand.
The increase of the stocks by 75.4 million euros compared to year-end 2018 is explained by Rent-A-Port's full consolidation of its 60% stake in IAI in 2019 (2018: equity method), resulting in its portfolio land/concessions in Vietnam, amounting to 85.6 million euros, being incorporated in AvH's consolidated balance sheet.
The strong commercial activity of Bank J.Van Breda & C° has led to an increase of 75.6 million euros in the short-term loan portfolio, and of 189.4 million euros in the long-term portfolio.
The consolidated cash and cash equivalents of AvH on June 30, 2019 were 483.9 million euros higher than at year-end 2018. This increase is mainly situated in the "Marine Engineering & Contracting" segment, where an increase of liquidities can be observed, particularly at DEME (but also of short and long term financial debts), and in the "AvH & Growth Capital" segment, where the sale of the participation in Residalya injected 165 million euros in liquidities. It is reminded that AvH does not centrally manages the liquidities of its subsidiaries, and that the net financial positions are managed at the level of each of the subsidiaries. The same principle also applies with regard to financial debts.
The 25.1 million euros of assets that were held for sale at year-end 2018 have virtually disappeared as of 30/6/19: Leasinvest Real Estate has sold its Kennedy building in Luxembourg in the course of the first semester of 2019, and the Transpalux participation in the "AvH & Growth Capital" segment has been transferred to financial fixed assets, as the buyer has not succeeded in fulfilling the conditions of the sales contract. The balance of 66.1 million euros on June 30, 2019 consists of a participation in a Rent-A-Port project in Vietnam that is held for sale, the 12.5% stake of DEME in Merkur Offshore Gmbh and two smaller properties in the "Real Estate & Senior Care" segment.
The evolution of the consolidated shareholders' equity is explained in item 5 (page 23).
The long-term financial debt has increased by 479.9 million euros and the short-term financial debt by 116.0 million euros compared to year-end 2018. As already mentioned above, the cash also increased by 483.9 million euros at the same time. On balance, this resulted in an increase in net financial debt, despite the sale of Residalya. It should be noted that the application of the new IFRS 16 accounting standard, as of 2019, is, on its own, already responsible for a total increase in financial debt of 122.8 million euros, 98.6 million euros of which is long-term.
The increase in financial debt, both long-term and short-term, is most pronounced in the "Marine Engineering & Contracting" segment. The debt in this segment increased by 620.5 million euros within 6 months, but the cash also increased by 284.7 million euros within the same period. This represents a net increase of 335.8 million euros. The largest increase occurred at DEME, more specifically 249.7 million euros, but CFE also recorded an increase of 59.9 million euros and the increase at Rent-A-Port amounted to 39.4 million euros, although the latter is also the result of the full consolidation of the participation in IAI as of 2019.
DEME repaid its retail bond of 200 million euros in February 2019, and replaced it with traditional bank financing.
In the "Private Banking" segment, debts to clients and credit institutions have also increased, both long-term and short-term, albeit with a clearly stronger increase in short-term debt. This was the result of an increase in short-term deposits carried out by clients of Bank J.Van Breda & C°.
Segment information - consolidated balance sheet 31-12-2018 - Assets
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 31-12-2018 |
|
| I. Non-current assets | 3,127,131 | 4,554,231 | 1,662,897 | 221,606 | 220,361 | -17,405 | 9,768,821 |
| Intangible assets | 89,603 | 1,528 | 85,197 | 475 | 176,802 | ||
| Goodwill | 177,127 | 134,247 | 28,363 | 339,738 | |||
| Tangible assets | 2,382,353 | 44,401 | 257,420 | 26,923 | 2,711,097 | ||
| Land and buildings | 77,134 | 42,203 | 206,860 | 22,395 | 348,592 | ||
| Plant. machinery and equipment | 1,860,603 | 6 | 4,474 | 896 | 1,865,980 | ||
| Furniture and vehicles | 13,040 | 294 | 12,657 | 3,380 | 29,372 | ||
| Other tangible assets | 552 | 1,809 | 1,905 | 252 | 4,518 | ||
| Assets under construction and advance payments | 431,023 | 89 | 31,523 | 462,635 | |||
| Operating lease - as lessor (IAS 17) | 0 | ||||||
| Investment property | 1,137,531 | 1,137,531 | |||||
| Participations accounted for using the equity method | 194,547 | 585,540 | 32,765 | 221,606 | 150,307 | 1,184,765 | |
| Financial fixed assets | 181,135 | 1,054 | 95,159 | 36,524 | -17,405 | 296,467 | |
| Financial assets : shares - Fair value through P/L (FVPL) | 3,255 | 91,824 | 18,447 | 113,526 | |||
| Receivables and warranties | 177,880 | 1,054 | 3,335 | 18,077 | -17,405 | 182,941 | |
| Non-current hedging instruments | 9 | 1,295 | 696 | 2,000 | |||
| Amounts receivable after one year | 2,448 | 156,875 | 22,618 | 3,554 | 185,495 | ||
| Trade receivables | 0 | ||||||
| Finance lease receivables | 156,875 | 22,096 | 178,971 | ||||
| Other receivables | 2,448 | 522 | 3,554 | 6,524 | |||
| Deferred tax assets | 99,909 | 2,663 | 3,147 | 2,578 | 108,297 | ||
| Banks - receivables from credit institutions and clients after one year |
3,626,628 | 3,626,628 | |||||
| II. Current assets | 1,875,800 | 1,992,452 | 362,626 | 412 | 150,736 | -10,451 | 4,371,576 |
| Inventories | 181,451 | 150,415 | 519 | 332,385 | |||
| Amounts due from customers under construction contracts | 50,943 | 26,042 | 8,770 | 85,755 | |||
| Investments | 3 | 457,129 | 113 | 37,175 | 494,420 | ||
| Financial assets : shares - Fair value through P/L (FVPL) | 3 | 113 | 37,175 | 37,291 | |||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 456,813 | 456,813 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 316 | 316 | |||||
| Financial assets - at amortised cost | 0 | ||||||
| Current hedging instruments | 275 | 176 | 451 | ||||
| Amounts receivable within one year | 1,200,042 | 93,266 | 114,678 | 50,150 | -8,801 | 1,449,334 | |
| Trade debtors | 1,093,581 | 30,895 | 15,123 | -1,116 | 1,138,482 | ||
| Finance lease receivables | 63,682 | 685 | 64,367 | ||||
| Other receivables | 106,461 | 29,584 | 83,097 | 35,028 | -7,685 | 246,485 | |
| Current tax receivables Banks - receivables from credit institutions and clients within one year |
24,257 | 881 1,424,040 |
3,282 | 4 | 1,092 | 29,516 1,424,040 |
|
| Banks - loans and advances to banks | 127,693 | 127,693 | |||||
| Banks - loans and receivables (excluding leases) | 936,664 | 936,664 | |||||
| Banks - cash balances with central banks | 359,683 | 359,683 | |||||
| Cash and cash equivalents | 390,746 | 9,355 | 62,785 | 409 | 50,293 | 513,588 | |
| Time deposits for less than three months | 28,240 | 1 | 4,552 | 23,868 | 56,661 | ||
| Cash | 362,506 | 9,354 | 58,234 | 409 | 26,425 | 456,927 | |
| Deferred charges and accrued income | 28,083 | 7,605 | 5,312 | 2,738 | -1,649 | 42,088 | |
| III. Assets held for sale | 19,753 | 5,314 | 25,067 | ||||
| Total assets | 5,002,931 | 6,546,683 | 2,045,277 | 222,018 | 376,412 | -27,856 | 14,165,464 |
Segment information - consolidated balance sheet 31-12-2018 - Equity and liabilities
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate & | Energy & | AvH & | Eliminations | Total | |
| Engineering & Contracting |
Banking | Senior Care | Resources | Growth Capital | between segments |
31-12-2018 | |
| I. Total equity | 1,726,910 | 1,265,115 | 830,804 | 222,012 | 313,154 | 4,357,996 | |
| Equity - group share | 1,044,472 | 1,149,019 | 450,091 | 222,012 | 310,853 | 3,176,447 | |
| Issued capital | 113,907 | 113,907 | |||||
| Share capital | 2,295 | 2,295 | |||||
| Share premium | 111,612 | 111,612 | |||||
| Consolidated reserves | 1,071,973 | 1,147,315 | 457,491 | 212,576 | 235,486 | 3,124,841 | |
| Revaluation reserves | -27,501 | 1,704 | -7,400 | 9,436 | -10,429 | -34,190 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 1,569 | 1,569 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 228 | 228 | |||||
| Hedging reserves | -3,501 | -71 | -10,281 | 117 | 208 | -13,529 | |
| Actuarial gains (losses) defined benefit pension plans | -15,427 | -145 | -9 | -871 | 1,455 | -14,996 | |
| Translation differences | -8,573 | 123 | 2,891 | 10,190 | -12,092 | -7,462 | |
| Treasury shares (-) | -28,111 | -28,111 | |||||
| Minority interests | 682,439 | 116,096 | 380,713 | 2,301 | 1,181,549 | ||
| II. Non-current liabilities | 962,984 | 707,047 | 773,470 | 9,118 | -17,405 | 2,435,214 | |
| Provisions | 66,913 | 8,874 | 2,836 | 1,425 | 80,048 | ||
| Pension liabilities | 57,553 | 4,528 | 823 | 62,904 | |||
| Deferred tax liabilities | 119,441 | 70,884 | 1,657 | 191,983 | |||
| Financial debts | 703,997 | 647,804 | 5,808 | -17,405 | 1,340,204 | ||
| Bank loans | 598,767 | 516,311 | 5,227 | 1,120,304 | |||
| Bonds | 29,805 | 113,552 | 143,356 | ||||
| Subordinated loans | 18,902 | 14 | 18,916 | ||||
| Finance leases | 37,997 | 15,363 | 567 | 53,927 | |||
| Other financial debts | 18,528 | 2,578 | -17,405 | 3,700 | |||
| Non-current hedging instruments | 9,354 | 14,048 | 35,801 | 59,203 | |||
| Other amounts payable after one year | 5,725 | 11,268 | 15,322 | 228 | 32,543 | ||
| Banks - non-current debts to credit institutions. clients & securities | 668,329 | 668,329 | |||||
| Banks - deposits from credit institutions | 0 | ||||||
| Banks - deposits from clients | 594,294 | 594,294 | |||||
| Banks - debt certificates including bonds | 0 | ||||||
| Banks - subordinated liabilities | 74,035 | 74,035 | |||||
| III. Current liabilities | 2,313,036 | 4,574,521 | 440,950 | 6 | 54,139 | -10,451 | 7,372,201 |
| Provisions | 44,205 | 18 | 6,536 | 50,760 | |||
| Pension liabilities | 358 | 358 | |||||
| Financial debts | 357,997 | 296,612 | 25,679 | -7,367 | 672,919 | ||
| Bank loans | 137,010 | 76,480 | 1,374 | 214,864 | |||
| Bonds | 200,137 | 75,689 | 275,826 | ||||
| Subordinated loans | 4,573 | 7 | 4,580 | ||||
| Finance leases | 8,325 | 1,301 | 299 | 9,924 | |||
| Other financial debts | 7,952 | 143,141 | 23,999 | -7,367 | 167,724 | ||
| Current hedging instruments | 10,990 | 1,546 | 33 | 12,569 | |||
| Amounts due to customers under construction contracts | 216,222 | 740 | 7,579 | 224,540 | |||
| Other amounts payable within one year | 1,601,027 | 13,764 | 101,105 | 2 | 19,490 | -1,116 | 1,734,272 |
| Trade payables | 1,412,207 | 15 | 66,434 | 2 | 9,689 | -1,116 | 1,487,232 |
| Advances received on construction contracts | 1,270 | 1,270 | |||||
| Amounts payable regarding remuneration and social security | 150,717 | 9,892 | 20,221 | 8,381 | 189,210 | ||
| Other amounts payable | 38,103 | 3,857 | 13,180 | 1,420 | 56,559 | ||
| Current tax payables | 43,666 | 75 | 11,569 | 4 | 899 | 56,212 | |
| Banks - current debts to credit institutions. clients & securities | 4,551,832 | 4,551,832 | |||||
| Banks - deposits from credit institutions | 27,634 | 27,634 | |||||
| Banks - deposits from clients | 4,232,779 | 4,232,779 | |||||
| Banks - debt certificates including bonds | 275,208 | 275,208 | |||||
| Banks - subordinated liabilities | 16,211 | 16,211 | |||||
| Accrued charges and deferred income | 38,930 | 6,928 | 24,355 | 493 | -1,967 | 68,739 | |
| IV. Liabilities held for sale | 54 | 54 | |||||
| Total equity and liabilities | 5,002,931 | 6,546,683 | 2,045,277 | 222,018 | 376,412 | -27,856 | 14,165,464 |
Segment information - consolidated cash flow statement 30-06-2019
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2019 |
|
| I. Cash and cash equivalents - opening balance |
|||||||
| 390,746 | 9,355 | 62,785 | 409 | 50,293 | 0 | 513,588 | |
| Profit (loss) from operating activities | 54,568 | 23,234 | 56,470 | -102 | 107,434 | -447 | 241,158 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-6,403 | -737 | -811 | -109,774 | -117,724 | ||
| Dividends from participations accounted for using the equity method |
5,970 | 44,525 | 4,938 | 55,433 | |||
| Other non-operating income (expenses) | 2,024 | 2,400 | 4,424 | ||||
| Income taxes Non-cash adjustments |
-4,448 | -6,358 | -3,300 | -469 | -14,574 | ||
| Depreciation | 158,374 | 3,815 | 4,492 | 2,366 | 169,047 | ||
| Impairment losses | -1,204 | -232 | 97 | -1,339 | |||
| Share based payment | -2,436 | 35 | 587 | -1,814 | |||
| Profit (loss) on assets/liabilities designated at | -2,343 | -3,341 | -5,684 | ||||
| fair value through profit and loss | |||||||
| (Decrease) increase of provisions | 40 | 603 | 38 | -784 | -104 | ||
| (Decrease) increase of deferred taxes | -17,852 | -76 | 47 | -200 | -18,081 | ||
| Other non-cash expenses (income) | -2,229 | -2,140 | 109 | -4,259 | |||
| Cash flow | 188,840 | 62,599 | 54,726 | -102 | 866 | -447 | 306,481 |
| Decrease (increase) of working capital | -50,732 | 10,603 | 3,790 | 3 | -14,599 | 60,000 | 9,065 |
| Decrease (increase) of inventories and construction contracts | -67,029 | 2,612 | -6,365 | -70,782 | |||
| Decrease (increase) of amounts receivable | 54,670 | -63,323 | 7,132 | -2 | -9,480 | 60,000 | 48,997 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-210,815 | -210,815 | |||||
| Increase (decrease) of liabilities (other than financial debts) | -39,962 | -2,530 | -5,549 | 6 | 2,401 | -45,634 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
288,946 | 288,946 | |||||
| Decrease (increase) other | 1,589 | -1,676 | -405 | -1,155 | -1,647 | ||
| Cash flow from operating activities | 138,108 | 73,201 | 58,515 | -98 | -13,733 | 59,553 | 315,546 |
| Investments | -262,469 | -144,144 | -87,534 | -10,797 | -6,989 | -511,932 | |
| Acquisition of intangible and tangible assets | -265,481 | -4,237 | -13,727 | -1,008 | -284,453 | ||
| Acquisition of investment property | -828 | -64,583 | -65,411 | ||||
| Acquisition of financial fixed assets | -23,688 | -9,224 | -10,797 | -6,101 | -49,809 | ||
| Cash aquired through business combinations | 36,652 | 692 | 37,345 | ||||
| New amounts receivable | -9,125 | -296 | -410 | -9,830 | |||
| Acquisition of investments | -139,611 | -162 | -139,773 | ||||
| Divestments | 29,440 | 137,136 | 18,563 | 0 | 173,552 | -3,450 | 355,242 |
| Disposal of intangible and tangible assets | 11,796 | 362 | 27 | 17 | 12,202 | ||
| Disposal of investment property | 15,845 | 15,845 | |||||
| Disposal of financial fixed assets | 29,175 | 168,452 | 197,627 | ||||
| Cash disposed of through business disposals | -26,483 | -26,483 | |||||
| Reimbursements of amounts receivable | 17,644 | 3,450 | -3,450 | 17,644 | |||
| Disposal of investments | 136,774 | 1,633 | 138,407 | ||||
| Cash flow from investing activities | -233,029 | -7,008 | -68,970 | -10,797 | 166,564 | -3,450 | -156,691 |
| Financial operations | |||||||
| Interest received | 1,924 | 5 | 3,474 | 511 | -333 | 5,581 | |
| Interest paid | -18,723 | -7,073 | -236 | 779 | -25,253 | ||
| Other financial income (costs) | -4,591 | -3,075 | -1 | -446 | -8,113 | ||
| Decrease (increase) of treasury shares | -4,894 | -4,894 | |||||
| (Decrease) increase of financial debts | 445,324 | -1,382 | 38,620 | 63,769 | -56,550 | 489,781 | |
| Additional investments in controlling interests | 6,811 | -12,368 | -5,557 | ||||
| Distribution of profits | -76,985 | -76,985 | |||||
| Dividends paid intra group | -36,916 | -7,949 | 44,865 | 0 | |||
| Dividends paid to minority interests | -23,839 | -5,387 | -20,892 | -50,118 | |||
| Cash flow from financial activities | 369,990 | -6,764 | 3,106 | -1 | 14,216 | -56,103 | 324,443 |
| II. Net increase (decrease) in cash and cash equivalents | 275,069 | 59,429 | -7,350 | -10,896 | 167,046 | 483,298 | |
| Transfer between segments | 9,000 | 10,620 | -19,620 | 0 | |||
| Impact of exchange rate changes on cash and cash equivalents | 648 | -34 | -76 | 13 | 24 | 574 | |
| III. Cash and cash equivalents - ending balance |
|||||||
| 675,463 | 68,750 | 55,360 | 146 | 197,742 | 0 | 997,461 |
Comments on the consolidated cash flow statement
The cash flow of the AvH group for the first half of 2019 amounts to 306.5 million euros, a decrease of 11.5 million euros compared to H1 2018.
Over the first 6 months of 2019, however, AvH realised an operating profit that was 75.4 million euros higher. This increase is situated in the "AvH & Growth Capital" segment and is explained by 109.8 million euros capital gains from divestments (mainly the 105.7 million euros capital gain from the sale of Residalya), which are, however, transferred to the investment cash flow in this cash flow statement. This sale (and deconsolidation) of the participation in Residalya also means, of course, that it no longer provides a contribution to the cash flows in the "Real Estate & Senior Care" segment in H1 2019.
Under the non-cash adjustments, depreciations increase by 29.5 million euros, mainly in the "Marine Engineering & Contracting" segment (+32.3 million euros), due to DEME's continued efforts towards the renovation and expansion of its fleet. As of H1 2019, the application of the new IFRS 16 accounting standard regarding rental contracts also leads to an increase in depreciations. The correction for profit on assets/ liabilities designated at fair value through the profit and loss account remains limited to 5.7 million euros (H1 2018: 4.8 million euros), and relates to both value adjustments of the investment portfolio at AvH and real estate investments in "Real Estate & Senior Care". The profit realised from the release of provisions is more limited than last year, but there is a greater impact from deferred taxes.
Across the various segments, the need for working capital decreased by 9.1 million euros, in contrast to a fairly significant increase by 214.0 million euros during the first half of 2018. It should be noted here that the dividends that FinAx received from Bank J.Van Breda & C° and Delen Private Bank in the course of H1 2019 were deposited at AvH, pending a dividend payment by FinAx itself. The increase of deposits from clients at Bank J.Van Breda & C° was significantly higher than the increase of receivables from clients and credit institutions in H1 2019, and also contributed to a decrease of the working capital. In "Marine Engineering & Contracting", the need for working capital continued to increase, and this applied to DEME, CFE and Rent-A-Port.
The investments of 511.9 million euros almost equal the very high amount of last year (517.0 million euros). The investments in tangible assets amount to 284.5 million euros, which is even 29.8 million euros higher than in H1 2018. In particular, the investments made by DEME (252.9 million euros) figure prominently in this. Furthermore, Anima Care already invested 12.7 million euros in its retirement home network in the first 6 months of 2019, among others in the construction of 3 new residential care centres (in Anderlecht, Zoutleeuw and Bilzen).
The acquisitions of investment property in H1 2019 mainly relate to the construction work by Extensa on the Tour & Taxis site, more specifically to the Gare Maritime and Parking Maritime buildings. In Luxembourg, Leasinvest Real Estate purchased 2 office buildings, which were previously owned by a real estate certificate controlled by Leasinvest Real Estate.
The group also invested 49.8 million euros in additional financial fixed assets. In the "Marine Engineering & Contracting" segment, this relates in particular to the investment by Rent-A-Port itself in project companies in Vietnam, who will be developing additional port-related sites. Leasinvest Real Estate ("Real Estate & Senior Care" segment) raised its stake in Retail Estates to 10.49% by opting for the optional dividend, and by purchasing shares on the stock market. AvH, on the other hand, strengthened its participations in SIPEF, to 31.96%, and in Sagar Cements, to 19.86%. The investments in the "AvH & Growth Capital" segment relate, among others, to the acquisition of a 60% participation in Biolectric Group in Q1 2019.
Starting as of H1 2019, the full consolidation (by Rent-A-Port) of the 60% participation in Infra Asia Investments, the company controlling the Vietnamese project developments, explains why the liquidities that were present at the IAI level are also included from now on. To a limited extent, the group also granted new loans, among others to various project companies that are operating in the development of offshore wind farms or real estate development.
The acquisition of investments by Bank J.Van Breda & C° must be viewed in conjunction with the disposal of investments, which are both aspects of the normal, conservative management of Bank J.Van Breda & C°'s own bond portfolio.
Leasinvest Real Estate sold its Kennedy building in the Grand Duchy of Luxembourg in H1 2019, which had already been transferred to "held for sale" at the end of 2018.
The disposal of financial fixed assets mainly consists of Extensa's sale, to an institutional investor, of (50% of the capital of) the Delo company, which has developed a new office building on the Cloche d'Or site in Luxembourg. In addition, AvH sold its 71.72% participation in Residalya, as well as a 50% participation in Henschel Engineering.
The successful launch of electricity production by Rentel permitted the partial repayment of the loans that had been provided by its shareholders DEME and Green Offshore.
Despite the significant and successful divestments in H1 2019, the amount of new investments again exceeded the amount of divestments, by no less than 156.7 million euros.
The financing cash flow clearly exceeded last year's during the first 6 months of 2019. This is largely explained by DEME, which not only increased its net financial debt position as a result of significant investments, but also entered into additional financing, a part of which was still included as cash in the balance sheet on 30/6/2019. The investments in existing controlling interests by the group (buy-out of third parties by Rent-A-Port, increase of the stake in CFE), but also by third parties (third party capital increase at IAI) are reported in the financing cash flow, in accordance with IFRS.
The transfer between segments relates to the additional investments of AvH in Rent-A-Port (+5%, identical to the above-mentioned investment by CFE), in SIPEF and in Sagar Cements.
Evolution of the financial debts (cash & non-cash)
| Financial debts at 31-12-2018 2,013,123 Changes in Cashflow statement 489,781 Non-cash changes : - IFRS 16 Leases (non-cash - opening balance) (p. 36) 131,448 - IFRS 16 Leases (non-cash - H1 2019) (p. 36) 11,715 |
|---|
| - Changes in consolidation scope - acquisitions 68,071 |
| - Changes in consolidation scope - divestments -103,853 |
| - Impact of exchange rates -1,270 |
| - Others -14 |
| Financial debts at 30-06-2019 2,609,002 |
Segment information - consolidated cash flow statement 30-06-2018
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 30-06-2018 |
|
| I. Cash and cash equivalents - | |||||||
| opening balance | 524,994 | 3,762 | 48,930 | 402 | 58,939 | 0 | 637,027 |
| Profit (loss) from operating activities | 83,801 | 23,006 | 58,437 | -35 | 1,068 | -557 | 165,721 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-2,363 | -507 | -2 | -15,469 | -18,340 | ||
| Dividends from participations accounted for using the equity method |
4,206 | 52,263 | 7,638 | 64,107 | |||
| Other non-operating income (expenses) | 358 | 358 | |||||
| Income taxes | -22,441 | -6,713 | -7,725 | -225 | -37,104 | ||
| Non-cash adjustments | |||||||
| Depreciation | 126,096 | 2,298 | 9,670 | 1,462 | 139,526 | ||
| Impairment losses | -2,303 | 1,541 | 24 | 10,000 | 9,261 | ||
| Share based payment | -366 | 34 | 532 | 199 | |||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-4,804 | -27 | -4,831 | ||||
| (Decrease) increase of provisions | -5,567 | 425 | -207 | -8 | -5,357 | ||
| (Decrease) increase of deferred taxes | -4,550 | -929 | 4,308 | -343 | -1,514 | ||
| Other non-cash expenses (income) | 5,006 | 508 | -11 | 417 | 5,921 | ||
| Cash flow | 181,885 | 71,883 | 59,725 | -35 | 5,045 | -557 | 317,947 |
| Decrease (increase) of working capital | -171,527 | -42,608 | -34,663 | 4 | -4,327 | 39,080 | -214,041 |
| Decrease (increase) of inventories and construction contracts | -38,612 | -21,034 | -2,560 | -62,206 | |||
| Decrease (increase) of amounts receivable | -200,003 | -53,297 | 1,356 | -2,529 | 39,080 | -215,393 | |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-260,801 | -260,801 | |||||
| Increase (decrease) of liabilities (other than financial debts) | 67,511 | -2,123 | -9,502 | 5 | 1,940 | 57,831 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
274,798 | 274,798 | |||||
| Decrease (increase) other | -422 | -1,185 | -5,484 | -1,178 | -8,269 | ||
| Cash flow from operating activities | 10,358 | 29,275 | 25,062 | -30 | 718 | 38,523 | 103,906 |
| Investments | -241,192 | -191,915 | -59,143 | -1,745 | -24,986 | 1,933 | -517,049 |
| Acquisition of intangible and tangible assets | -226,742 | -2,924 | -24,225 | -713 | -254,605 | ||
| Acquisition of investment property | -21,552 | -21,552 | |||||
| Acquisition of financial fixed assets | -3,556 | -13,030 | -1,745 | -1,714 | -20,045 | ||
| New amounts receivable Acquisition of investments |
-10,894 | -237 -188,754 |
-336 | -3,933 -18,625 |
1,933 | -13,467 -207,379 |
|
| Divestments | 8,129 | 199,491 | 3,639 | 0 | 65,077 | 276,337 | |
| Disposal of intangible and tangible assets | 2,534 | 15 | 27 | 2,576 | |||
| Disposal of investment property | 3,500 | 3,500 | |||||
| Disposal of financial fixed assets | 2,861 | 2 | 46,452 | 49,316 | |||
| Reimbursements of amounts receivable | 2,734 | 4 | 2,738 | ||||
| Disposal of investments | 199,491 | 118 | 18,598 | 218,208 | |||
| Cash flow from investing activities | -233,063 | 7,576 | -55,504 | -1,745 | 40,092 | 1,933 | -240,712 |
| Financial operations | |||||||
| Interest received | 2,349 | 4 | 1,319 | 138 | -10 | 3,800 | |
| Interest paid | -17,213 | -8,539 | -195 | 567 | -25,380 | ||
| Other financial income (costs) | -1,524 | -4,983 | -447 | -6,955 | |||
| Decrease (increase) of treasury shares | 300 | 300 | |||||
| (Decrease) increase of financial debts | 205,096 | 71,678 | 27,788 | -41,013 | 263,549 | ||
| Distribution of profits | -73,019 | -73,019 | |||||
| Dividends paid intra group | -36,695 | -7,410 | 44,105 | 0 | |||
| Dividends paid to minority interests | -24,060 | -73 | -28,310 | -52,443 | |||
| Cash flow from financial activities | 127,954 | -69 | 23,755 | 0 | -1,331 | -40,457 | 109,852 |
| II. Net increase (decrease) in cash and cash equivalents | -94,751 | 36,782 | -6,688 | -1,775 | 39,479 | -26,953 | |
| Transfer between segments | 1,745 | -1,745 | 0 | ||||
| Change in consolidation scope or method | 108 | -18 | -3,248 | -3,158 | |||
| Impact of exchange rate changes on cash and cash equivalents | -393 | -36 | -17 | 5 | -441 | ||
| III. Cash and cash equivalents - ending balance |
429,958 | 40,526 | 38,959 | 355 | 96,678 | 0 | 606,475 |
7. Notes to the financial statements
7.1. Basis for the presentation of the condensed financial statements
The condensed consolidated financial statements of AvH relating the financial year 2019 are issued in accordance with IAS 34.
New and amended standards and interpretations
Following new standards and amendments to existing standards published by the IASB, are applied as from January 1, 2019.
- IFRS 16 Leases, effective 1 January 2019
- Amendments to IFRS 9 Prepayment features with negative compensation, effective 1 January 2019
- IFRIC 23 Uncertainty over income tax treatments, effective 1 January 2019
- Amendments to IAS 28 Long term interests in associates and joint ventures, effective 1 January 2019
- Amendments to IAS 19 Plan Amendment, Curtailment or Settlement, effective 1 January 2019
- Annual improvements to IFRS Standards 2015-2017 cycle, effective 1 January 2019
IFRS 16 Leases
This new standard sets out the principles for the recognition, valuation and provision of information relating to leasing contracts (1/1/2019), and replaces IAS 17. As a result, all operating lease and rental obligations (such as real estate leases) appear on the balance sheet.
An asset (the right to use the leased property) and a financial obligation to pay rent are included under the new standard. The only exceptions to this are short-term or low-value lease contracts. The group has applied the simplified transition approach, taking into account the cumulative effect of the first application of the standard as of January 1, 2019 and, consequently, the comparative figures (financial year 2018) were not restated.
In accordance with IFRS 16 C8(b) ii, the Group has opted to value the right to use the asset at an amount equal to the lease obligation, adjusted by the amount of prepaid or current lease payments in respect of that lease, which are included in the balance sheet immediately before the date of first application. As the Group has included the right to use the assets for an amount equal to the lease obligations, there is no impact on the opening balance of equity.
Impact of IFRS 16 Leases
| (€ 1,000) | 31-12-2018 | IFRS 16 | 01-01-2019 |
|---|---|---|---|
| Assets | |||
| Tangible assets | 2,711,097 | 126,790 | 2,837,887 |
| Land and buildings | 348,592 | 92,876 | 441,468 |
| Plant. machinery and equipment | 1,865,980 | 5,311 | 1,871,291 |
| Furniture and vehicles | 29,372 | 28,603 | 57,974 |
| Other tangible assets | 4.518 | 4,518 | |
| Assets under construction and advance payments | 462,635 | 462,635 | |
| Operating lease - as lessor (IAS 17) | 0 | 0 | |
| Investment property | 1,137,531 | 4,659 | 1,142,190 |
| Total impact - Assets | 131,448 | ||
| Liabilities | |||
| Equity - group share | 3,176,447 | 0 | 3,176,447 |
| Financial debts | 2,013,123 | 131,448 | 2,144,572 |
| Non-current financial debts | 1,340,204 | 106,622 | 1,446,826 |
| Current financial debts | 672,919 | 24,826 | 697,746 |
| Total impact - Liabilities | 131,448 |
| (€ 1,000) | |
|---|---|
| Operating lease commitments (31-12-2018) | 177,435 |
| - Deduct - short term lease contracts (exemption) | -924 |
| - Deduct - lease contracts of low-value assets (exemption) | -18 |
| - Add - extension and purchase options | 0 |
| - Other | -6,831 |
| Total lease liabilities (pre-discount) | 169,661 |
| Impact discount | -38,213 |
| Lease liability (01-01-2019) | 131,448 |
The "Others" heading mainly relates to the deduction of non-integrated service components of the rental debt (insurance and maintenance expenses in the lease contracts for cars), as well as to the deduction of contracts signed in 2018 for assets available after January 1, 2019.
| (€ 1.000) | 30-06-2019 |
|---|---|
| Income statement | |
| - Reversal of rental charges | 15,665 |
| - Depreciation | -15,041 |
| Profit (loss) from operating activities (EBIT) | 624 |
| EBITDA | 15,665 |
| Interest expenses | -1,227 |
| Net result | -603 |
| Balance sheet | |
| Right of use (assets) | 123,773 |
| Lease debt | 122,775 |
| Cashflow statement | |
| Cashflow from financing activities | -11,715 |
7.2. Business disposals - Residalya
| (€ 1,000) | impact per 01-01-2019 |
|---|---|
| Intangible assets & goodwill | 79,436 |
| Tangible assets | 106,396 |
| Cash and cash equivalents | 26,596 |
| Other assets | 27,657 |
| Total assets | 240,085 |
| Equity (group share) | 80,029 |
| Minority interests | 3,019 |
| Current and non-current financial debts | 103,949 |
| Other liabilities | 53,088 |
| Total equity and liabilities | 240,085 |
| Total assets (including goodwill from PPA at AvH) | 242,653 |
| Total liabilities | -157,037 |
| Minority interests | -3,019 |
| Net assets (100%) | 82,597 |
| Beneficial interest | 71,72% |
| Net assets - group share | 59,242 |
| Realised capital gain | 105,710 |
| Sales price | 164,952 |
In March 2019, AvH and Hervé Hardy, founder and CEO, reached an agreement on the sale of 100% of the share capital of HPA, the parent company of Residalya, to DomusVi. The transaction was completed at the end of June 2019. In the consolidated accounts, the participation in HPA was transferred to "held for sale" in Q1 2019, and later deconsolidated on June 28, 2019.
7.3. Business combinations - Acquisition of control over Infra Asia Investments Ltd (IAI) and Biolectric Group
| Per 01-01-2019 | Infra Asia Investments ('000 USD) |
Biolectric Group ('000 EUR) |
|---|---|---|
| Goodwill and intangible assets | 5,155 | 11,924 |
| Tangible assets | 19,743 | 1,100 |
| Inventory | 92,694 | 938 |
| Cash and cash equivalents | 38,067 | 692 |
| Other assets | 53,423 | 326 |
| Total assets | 209,081 | 14,981 |
| Equity (group share) | 75,855 | 10,026 |
| Minority interests | 14,460 | 0 |
| Current and non-current financial debts | 87,863 | 3,778 |
| Other liabilities | 30,904 | 1,176 |
| Total equity and liabilities | 209,081 | 14,981 |
| Total assets | 209,081 | 14,981 |
| Total liabilities | -118,766 | -4,954 |
| Minority interests | -14,460 | 0 |
| Net assets (100%) | 75,855 | 10,026 |
| Beneficial interest of Rent-A-Port in Infra Asia Investments Ltd | 60.02% | |
| Beneficial interest of AvH in Rent-A-Port per 01-01-2019 | 72.20% | |
| Beneficial interest of AvH | 43.33% | 60.00% |
| Net assets - share AvH | 32,870 | |
| Purchase price | 0 | 6,016 |
Acquisition of control over Infra Asia Investments Ltd
Infra Asia Investment Ltd, with Rent-A-Port (60%) and partner IPEI (40%) as shareholders, encompasses the development of various concessions in Vietnam, and, in the past, was included in the consolidated financial statements of Rent-A-Port according to the equity method, due to the joint control.
As a result of a new shareholders' agreement that was entered into between Rent-A-Port and IPEI early in 2019, Rent-A-Port acquired exclusive control over Infra Asia Investment Ltd (IAI), whose shareholding remained unchanged.
This acquisition of control meets the definition of a business combination (IFRS 3), whereby the assets and liabilities of IAI must be recognised at their fair value, and the historical 60% stake must be (re)measured at fair value.
The assessment of the fair value has led to the conclusion that the fair value of the underlying assets/liabilities is already in line with the current book value of these assets/liabilities in the financial statements of Rent-A-Port.
At the end of February 2019, AvH acquired a 60% interest in Biolectric, alongside founder and CEO Philippe Jans. Biolectric, founded in 2011, is market leader in the production and sale of compact biogas installations (< 100 kW) for cattle and pig farms and water purifcation stations. Biolectric Group is fully consolidated as of January 1, 2019. The purchase price allocation will be finalised in the second half of the year.
7.4 Financial assets and liabilities per category
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 30-06-2019 31-12-2018 |
30-06-2019 | 31-12-2018 | |||
| Financial assets | |||||
| Financial assets : shares - Fair value through P/L (FVPL) | 177,311 | 150,817 | 177,311 | 150,817 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 419,049 | 456,813 | 419,049 | 456,813 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 196 | 316 | 196 | 316 | |
| Financial assets - at amortised cost | 46,509 | 0 | 46,501 | 0 | |
| Receivables and cash | |||||
| Financial fixed assets - receivables and warranties | 187,968 | 182,941 | 187,968 | 182,941 | |
| Finance lease receivables | 269,322 | 259,573 | 250,849 | 243,339 | |
| Other receivables | 210,240 | 253,008 | 210,240 | 253,008 | |
| Trade debtors | 1,108,098 | 1,138,482 | 1,108,098 | 1,138,482 | |
| Time deposits for less than three months | 154,195 | 56,661 | 154,195 | 56,661 | |
| Cash | 843,266 | 456,927 | 843,266 | 456,927 | |
| Banks - receivables from credit institutions & clients | 5,656,156 | 5,367,928 | 5,294,782 | 5,050,668 | |
| Hedging instruments | 1,830 | 2,451 | 1,830 | 2,451 |
| (€ 1,000) | Fair value | Book value | ||
|---|---|---|---|---|
| 30-06-2019 | 31-12-2018 | 30-06-2019 | 31-12-2018 | |
| Financial liabilities | ||||
| Financial liabilities valued at amortised cost | ||||
| Financial debts | ||||
| Bank loans | 1,945,572 | 1,349,576 | 1,929,910 | 1,335,169 |
| Bonds | 233,206 | 419,759 | 232,914 | 419,182 |
| Convertible loans | 8,754 | 8,754 | ||
| Surbordinated loans | 40,732 | 23,934 | 40,054 | 23,497 |
| Finance leases | 189,145 | 66,585 | 186,814 | 63,851 |
| Other financial debts | 210,556 | 171,424 | 210,556 | 171,424 |
| Other debts | ||||
| Trade payables | 1,408,604 | 1,487,232 | 1,408,604 | 1,487,232 |
| Advances received | 1,142 | 1,270 | 1,142 | 1,270 |
| Amounts payable regarding remuneration and social security | 175,989 | 189,210 | 175,989 | 189,210 |
| Other amounts payable | 126,067 | 89,102 | 126,067 | 89,102 |
| Banks - debts to credit institutions, clients & securities | 5,549,127 | 5,256,744 | 5,508,136 | 5,220,161 |
| Hedging instruments | 120,277 | 71,772 | 120,277 | 71,772 |
| (€ 1,000) | 30-06-2019 | 31-12-2018 | ||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets | ||||||
| Financial assets : shares - Fair value through P/L (FVPL) | 155,906 | 21,406 | 136,960 | 13,857 | ||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 419,049 | 456,813 | ||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 196 | 316 | ||||
| Financial assets - at amortised cost | 46,509 | |||||
| Receivables and cash | ||||||
| Finance lease receivables | 269,322 | 259,573 | ||||
| Banks - receivables from credit institutions & clients | 466,602 | 5,189,554 | 487,511 | 4,880,417 | ||
| Hedging instruments | 1,830 | 2,451 | ||||
| Financial liabilities | ||||||
| Financial debts | ||||||
| Bank loans | 1,945,572 | 1,349,576 | ||||
| Bonds | 150,353 | 82,852 | 350,761 | 68,998 | ||
| Convertible loans | 8,754 | |||||
| Surbordinated loans | 40,732 | 23,934 | ||||
| Finance leases | 189,145 | 66,585 | ||||
| Banks - debts to credit institutions, clients & securities | 5,549,127 | 5,256,744 | ||||
| Hedging instruments | 120,277 | 71,772 |
7.5. Seasonality or cyclicality of operations
Ackermans & van Haaren is active in several segments, each (more or less) cyclically sensitive : dredging & infrastructure, oil & energy markets (DEME, Rent-A-Port, Green Offshore), construction (CFE), evolution on the financial markets and interest rates (Delen Private Bank and Bank J.Van Breda & C°), real estate and interest rates evolution (Extensa & Leasinvest
7.6. Earnings per share
| 30-06-2019 | 30-06-2018 | |
|---|---|---|
| I. Continued and discontinued operations | ||
| Net consolidated profit, share of the group (€ 1,000) | 212,945 | 111,661 |
| Weighted average number of shares (1) | 33,139,404 | 33,137,063 |
| Basic earnings per share (€) | 6.43 | 3.37 |
| Net consolidated profit, share of the group (€ 1,000) | 212,945 | 111,661 |
| Weighted average number of shares (1) | 33,139,404 | 33,137,063 |
| Impact stock options | 84,960 | 108,643 |
| Adjusted weighted average number of shares | 33,224,364 | 33,245,705 |
| Diluted earnings per share (€) | 6.41 | 3.36 |
| 30-06-2019 | 30-06-2018 | |
| II. Continued activities | ||
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 212,945 | 111,661 |
| Weighted average number of shares (1) | 33,139,404 | 33,137,063 |
| Basic earnings per share (€) | 6.43 | 3.37 |
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 212,945 | 111,661 |
| Weighted average number of shares (1) | 33,139,404 | 33,137,063 |
| Impact stock options | 84,960 | 108,643 |
| Adjusted weighted average number of shares | 33,224,364 | 33,245,705 |
| Diluted earnings per share (€) | 6.41 | 3.36 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
7.7. Number of treasury shares
| 30-06-2019 | 30-06-2018 | |
|---|---|---|
| Treasury shares as part of the stock option plan |
||
| Opening balance | 334,000 | 357,000 |
| Acquisition of treasury shares | 45,500 | 0 |
| Disposal of treasury shares | -16,500 | -5,000 |
| Ending balance | 363,000 | 352,000 |
In the course of the first semester of 2019, AvH has purchased 45,500 of its own shares in order to hedge an identical number of newly granted options for the benefit of the staff. Over the same period, the beneficiaries of the share option plan exercised options on 16,500 AvH shares. On June 30, 2019, options were outstanding for a total of 363,000 AvH shares. In order to hedge this obligation, AvH owned exactly 363,000 own shares on the same date.
| 30-06-2019 | 30-06-2018 | |
|---|---|---|
| Treasury shares as part of the liquidity contract |
||
| Opening balance | 9,415 | 5,257 |
| Acquisition of treasury shares | 45,745 | 235,919 |
| Disposal of treasury shares | -46,575 | -235,750 |
| Ending balance | 8,585 | 5,426 |
In addition, 45,745 AvH shares were purchased and 46,575 shares were sold during the first 6 months of 2019 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but, as they take place on behalf of AvH, the net sale of 830 AvH shares has an impact on AvH's equity in this context. On June 30, 2019, the number of own shares in the portfolio in the context of this liquidity agreement amounts to 8,585.
Real Estate) and the evolution of commodity prices (SIPEF, Sagar Cements). The segments in which the Growth Capital participations are active, are also confronted with seasonal or cyclical activities.
7.8. Impairments
Bank J.Van Breda & C° follows strict procedures to recognize impairments on outstanding receivables. Thanks to rigorous risk management and the good quality of the credit portfolio, more provision reversals than additions were booked in the first half of 2019.
7.9. Contingent liabilities or contingent assets
In the course of 2019, AvH has not booked any reversals on the provision for contingent liabilities with regard to its participation in CFE, which was established when control over CFE was acquired in 2013. This provision therefore remains unchanged at 28.9 million euros (AvH share 17.5 million euros).
8. Main risks and uncertainties
For a description of the main risks and uncertainties, please refer to our annual report for the financial year ended 31/12/2018. The composition of AvH's portfolio changed only slightly during the year; accordingly, the risks and the spread of those risks have not changed fundamentally in relation to the situation at the end of the previous year.
Several group companies of AvH (such as DEME, CFE, Rent-A-Port, SIPEF, Telemond, Manuchar, Turbo's Hoet Groep, Agidens,...) are also internationally active and are therefore exposed to related political and credit risks.
When disposing of participating interests and/or activities, AvH and its subsidiaries are regularly required to provide certain warranties and representations. These may give rise to claims - legitimate or otherwise - from buyers for compensation on that basis. AvH received no such claims in H1 2019.
Several fully consolidated companies have agreed on certain ratios (covenants) in their credit agreements and these were respected on 30 June 2019.
Biolectric is the only new direct participation that was included in the portfolio in H1 2019. The subsidiaries of AvH invested in the further expansion of their activities. AvH believes that those investments do not fundamentally alter the risk profile; they are follow-up investments by companies in which the Group has been a shareholder for some time now.
Several group companies of AvH (such as DEME, CFE, Agidens...) are actively involved in the execution of projects. This always entails a certain operational risk, but also means that certain estimates of profitability need to be made at the end of such a project. This is inherent in such activity, as is the risk of disagreements with customers over divergent costs or changes in execution and the collection of these receivables. In the Netherlands, DEME is involved in a dispute with Rijkswaterstaat since 2018 regarding the execution of the Juliana canal project. On the basis of the information that is currently available, DEME is still not able to reliably estimate the financial consequences.
In the current market context, AvH is focusing more than ever on its role as proactive shareholder in the companies in which it has a stake. By participating in risk committees, audit committees, technical committees etc. at DEME, CFE, Rent-A-Port and Agidens, AvH specifically monitors the risks in its contracting division from a very early stage.
As regards the risk of value adjustments on assets, reference is made to section 7.8 Impairments.
In its role as proactive shareholder, AvH also sees to it that the companies in which it participates organize themselves in such a way as to comply with current laws and regulations, including all kinds of international and compliance rules.
DEME is fully cooperating with the judicial investigation that was started in 2018 into the circumstances around the award of a contract that has already been implemented. In the current circumstances, the financial impact on DEME cannot be reliably estimated.
9. Overview of the major related party transactions
No transactions with related parties took place during the first half of 2019 that have any material impact on AvH's results. Furthermore, during the first six months there were no changes in the transactions with affiliated parties as described in the annual report for the 2018 financial year which could have material consequences for AvH's financial position or results.
10. Events after balance sheet date
In July 2019, AvH invested 10 million euros in AgroSavfe in the context of a Series C capital round totalling 35 million euros. As a result, AvH acquired a 14.6% stake. The remaining 25 million euros was provided by the existing shareholders. AgroSavfe, founded in 2013 as a spin-off of the Flemish Institute for Biotechnology, has developed a unique and versatile technological platform for the development of new protein-based biological crop protection products that provide a safe, sustainable and efficient protection for seeds, crops and food. AgroSavfe is expected to launch its first fungicide on the American market in 2022. AvH strongly believes in making the food and agricultural sector more sustainable, and continues to actively look for new opportunities in this segment, in partnership with other entrepreneurs and families.
AvH increased its participation in SIPEF to 32.33% in August 2019.
On August 28, 2019, Leasinvest Real Estate acquired two important retail parks (Retailpark SCS and Retailpark Pittarello) near the largest shopping complex in Austria, Shopping City Süd in Vösendorf, close to Vienna. Both retail parcs are fully leased and generate an annual rental income of approx. 4 million euros. These acquisitions represent an investment of 71.8 million euros. This acquisition has been to a large extent funded with a new credit line of 65 million euros with a maturity of 7 years.
Auditor's report
Report of the statutory auditor to the shareholders of Ackermans & van Haaren NV on the limited review of the interim condensed consolidated financial statements as of 30 June 2019 and for the 6 month period then ended.
Introduction
We have reviewed the accompanying interim condensed consolidated statement of financial position of Ackermans & van Haaren NV (the "Company"), and its subsidiaries (collectively referred to as "the Group") as at 30 June 2019 and the related interim condensed consolidated statements of income, the consolidated statement of comprehensive income, the statements of changes in consolidated equity and cash flows for the six month period then ended, and explanatory notes, collectively, the "Interim Condensed Consolidated Financial Statements".
These statements show a consolidated statement of financial position total of 15,049 million euros and a consolidated profit (share of the group) for the 6 month period then ended of 212.9 million euros. The board of directors is responsible for the preparation and presentation of these Interim Condensed Consolidated Financial Statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting ("IAS 34") as adopted for use in the European Union. Our responsibility is to express a conclusion on these Interim Condensed Consolidated Financial Statements based on our limited review.
Scope of Review
We conducted our review in accordance the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" applicable to review engagements. A limited 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 limited review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our limited review, nothing has come to our attention that causes us to believe that the accompanying Interim Condensed Consolidated Financial Statements do not give a true and fair view of the financial position of the Group as at 30 June 2019, and of its financial performance and its cash flows for the 6 month period then ended in accordance with IAS 34.
Antwerp, 28 August 2019 Ernst & Young Reviseurs d'Entreprises SCCRL/Bedrijfsrevisoren BCVBA Statutory auditor represented by Patrick Rottiers Wim Van Gasse Partner* Partner*
* Acting on behalf of a BVBA/SPRL
Declaration
To our knowledge:
- (i) the condensed financial statements, drafted in accordance with the applicable standards for annual accounts, present a true and fair view of the assets, financial situation and the results of Ackermans & van Haaren and the companies included in the consolidation;
- (ii) the intermediate annual report provides a true and fair view of the main events and major transactions with related parties that took place in the first six months
of the financial year and their effect on the condensed financial statements, as well as a description of the main risks and uncertainties for the remaining months of the financial year.
30 August 2019 On behalf of the company
Jan Suykens Chairman of the Executive Committee Tom Bamelis Member of the Executive Committee
John-Eric Bertrand Member of the Executive Committee Piet Bevernage Member of the Executive Committee
André-Xavier Cooreman Member of the Executive Committee Piet Dejonghe Member of the Executive Committee Koen Janssen Member of the Executive Committee
Lexicon
- • Cost-income ratio: The relative cost efficiency (cost versus income) of the banking activities.
- • Core Tier1 capital ratio: A capital ratio of the liquidity buffers held by banks to offset any losses, seen from the regulator's perspective. The equity of a bank consists of share capital and undistributed profits. This equity is necessary to offset losses on loans.
- • EBIT: Earnings before interest and taxes.
- • EBITDA: EBIT plus depreciation and amortisation on fixed assets.
- • EBITDAR: EBITDA plus rent cost.
- • Net financial position: Cash & cash equivalents and investments minus short and long term financial debt.
- • REBITDA (Recurring Earnings Before Interest Taxes Depreciation and Amortisation): EBITDA purged from any non-recurrent elements.
- • Rental yield based on fair value: Rental yield is only calculated on buildings in operation, excluding the projects and the assets held for sale.
- • Return on equity (ROE): The relative profitability of the group, more particularly the amount of net income returned as a percentage of shareholders' equity.