Quarterly Report • Aug 31, 2022
Quarterly Report
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| DEFINITIONS4 | ||
|---|---|---|
| CONSOLIDATED FINANCIAL STATEMENTS 5 | ||
| CONSOLIDATED STATEMENT OF INCOME 5 | ||
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 5 | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 6 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS 7 | ||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8 | ||
| SHARE CAPITAL AND RESERVES 8 | ||
| EARNINGS PER SHARE 8 | ||
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS9 | ||
| INTRODUCTION 9 | ||
| MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2022 AND OF 2021 WITH EFFECT ON THE SCOPE OF THE CFE GROUP9 | ||
| 1. | GENERAL POLICIES 10 | |
| 2. | CONSOLIDATED METHODS 11 | |
| SCOPE OF CONSOLIDATION 11 | ||
| INTRA-GROUP OPERATIONS 11 | ||
| TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES & ESTABLISHMENTS11 | ||
| FOREIGN CURRENCY TRANSACTIONS 11 | ||
| 3. | ACCOUNTING RULES AND METHODS 12 | |
| MAIN JUDGEMENTS AND ASSUMPTIONS 12 | ||
| ADDITIONAL INFORMATION RELATING TO THE IMPLICATIONS OF THE CONFLICT BETWEEN RUSSIA AND UKRAINE ON THE CONSOLIDATED CONDENSED INTERIM FINANCIAL | ||
| STATEMENTS 12 | ||
| CHANGE IN SEGMENT INFORMATION 12 | ||
| 4. | SEGMENT REPORTING 13 | |
| OPERATING SEGMENTS 13 | ||
| CONSOLIDATED STATEMENT OF INCOME 13 | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS 15 | ||
| OTHER INFORMATION15 | ||
| GEOGRAPHICAL INFORMATION15 | ||
| 5. | ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES 16 | |
| ACQUISITIONS FOR THE PERIOD ENDED 30 JUNE 202216 | ||
| DISPOSALS FOR THE PERIOD ENDED 30 JUNE 2022 16 | ||
| ASSETS AND LIABILITIES HELD FOR SALE FOR THE PERIOD ENDED 30 JUNE 2022 16 | ||
| 6. | OTHER OPERATING INCOME 18 | |
| 7. | FINANCIAL RESULT 18 | |
| 8. | INCOME TAX FOR THE PERIOD 18 | |
| 9. | PROPERTY, PLANT AND EQUIPMENT 19 | |
| 10. | INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD 20 | |
| 11. | INVENTORIES 20 | |
| 12. | TRADE RECEIVABLES AND OTHER OPERATING RECEIVABLES 20 | |
| 13. | PROVISIONS OTHER THAN THOSE RELATING TO NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS 21 | |
| 14. | CONTINGENT ASSETS AND LIABILITIES 21 | |
| 15. | DERIVATIVE FINANCIAL INSTRUMENTS 21 | |
| 16. | NET FINANCIAL DEBT 22 |
| BREAKDOWN OF THE NET FINANCIAL DEBT22 | ||
|---|---|---|
| CREDIT FACILITIES AND BANK TERM LOANS22 | ||
| FINANCIAL COVENANTS22 | ||
| 17. | OTHER COMMITMENTS GIVEN 23 | |
| 18. | OTHER COMMITMENTS RECEIVED 23 | |
| 19. | LITIGATION 23 | |
| 20. | RELATED PARTIES 23 | |
| 21. | SUBESQUENT EVENTS 24 | |
| 22. | IMPACT OF FOREIGN CURRENCIES 24 | |
| 23. | SEASONAL NATURE OF THE BUSINESS 24 | |
| ALTERNATIVE PERFORMANCE MEASURES RECONCILIATION 25 | ||
| STATEMENT ON THE TRUE AND FAIR NATURE OF THE FINANCIAL STATEMENTS AND THE TRUE AND FAIR NATURE OF THE PRESENTATION IN THE MANAGEMENT REPORT 27 |
||
| GENERAL INFORMATION ABOUT THE COMPANY 27 | ||
| STATUTORY AUDITOR'S REPORT ON THE REVIEW OF THE CONSOLIDATED CONDENSED INTERIM FINANCIAL INFORMATION FOR THE |
| Working capital requirement | Inventories + trade receivables and other operating receivables + other current operating/non operating assets – trade payables and other operating liabilities – tax payables – other current operating/non-operating liabilities |
|---|---|
| Capital employed | Equity of real estate development segment + net financial debt of real estate development segment |
| Net financial debt (NFD) | Non-current bonds + non-current financial liabilities + current bonds + current financial liabilities - cash and cash equivalents |
| Net financial surplus | Cash and cash equivalents – non-current bonds – non-current financial liabilities – current bonds – current financial liabilities |
| Income from operating activities | Revenue + other operating income + purchases + remunerations and social security payments + other operating expenses + depreciation and amortisation + goodwill depreciation |
| Operating Income (EBIT) | Income from operating activities + share of profit (loss) of investments accounted for under the equity method |
| EBITDA | Income from operating activities + amortisation and depreciation of (in)tangible assets and goodwill |
| Return on equity (ROE) | Net income, share of the group / equity, share of the group (opening) |
| Order book | Revenue to be generated by the projects for which the contract has been signed and has come into effect (after notice to proceed has been given or conditions precedent have been fulfilled) and for which project financing is in place. |
| For the period ended June 30 (in € thousands) |
Notes | 2022 | 2021 restated (*) |
|---|---|---|---|
| Revenue | 4 | 586,205 | 566,926 |
| Other operating income | 6 | 26,151 | 19,494 |
| Purchases | (415,439) | (400,633) | |
| Remuneration and social security payments | (104,780) | (105,123) | |
| Other operating expenses | (64,382) | (61,301) | |
| Depreciation and amortisation | (10,647) | (10,404) | |
| Income from operating activities | 17,108 | 8,959 | |
| Share of profit (loss) of investments accounted for using equity method | 10 | 3,959 | 6,866 |
| Operating income | 21,067 | 15,825 | |
| Cost of financial debt | 7 | (962) | (2,073) |
| Other financial expenses and income | 7 | (1,845) | (678) |
| Financial result | (2,807) | (2,751) | |
| Result before tax | 18,260 | 13,074 | |
| Income tax expenses | 8 | (4,806) | (3,410) |
| Result for the period from continuing operations | 13,454 | 9,664 | |
| Result for the period from discontinued operations | 5 | 193,270 | 33,767 |
| Result for the period | 206,724 | 43,431 | |
| Non-controlling interests - continuing operations | 0 | 0 | |
| Non-controlling interests - discontinued operations | (2,297) | (809) | |
| Result for the period - share of the group | 204,427 | 42,622 | |
| Result from continuing operations - share of the group | 13,454 | 9,664 | |
| Result from discontinued operations - share of the group | 5 | 190,973 | 32,958 |
| Earnings per share (share of the group) (EUR) (diluted and basic) | 8.08 | 1.68 | |
| Earnings per share (share of the group) from continuing operations (EUR) (diluted and basic) |
0.53 | 0.38 | |
| Earnings per share (share of the group) from discontinued operations (EUR) (diluted and basic) |
7.55 | 1.30 |
(*) As required by IFRS 5.34, the consolidated statement of income for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation.
| For the period ended June 30 (in € thousands) |
Notes | 2022 | 2021 |
|---|---|---|---|
| Result for the period - share of the group | 204,427 | 42,622 | |
| Result for the period | 206,724 | 43,431 | |
| Changes in fair value related to financial derivatives | 15 | 85,874 | 12,963 |
| Exchange differences on translation | (746) | 3,965 | |
| Deferred taxes | (12,482) | (1,698) | |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent periods |
72,646 | 15,230 | |
| Re-measurement on defined benefit and contribution plans | 1,460 | 0 | |
| Deferred taxes | (245) | 0 | |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent periods |
1,215 | 0 | |
| Total other elements of the comprehensive income recognised directly in equity |
73,861 | 15,230 | |
| Comprehensive income : | 280,585 | 58,661 | |
| - Share of the group | 278,228 | 58,036 | |
| - Attributable to non-controlling interests | 2,357 | 625 | |
| Comprehensive income (share of the group) per share (EUR) (diluted and basic) |
10.99 | 2.29 |
| (in € thousands) | Notes | June 2022 | December 2021 |
|---|---|---|---|
| Intangible assets | 2,171 | 1,943 | |
| Goodwill | 23,719 | 23,763 | |
| Property, plant and equipment | 9 | 83,922 | 82,283 |
| Investments accounted for using equity method | 10 | 105,293 | 103,418 |
| Other non-current financial assets | 93,623 | 79,313 | |
| Other non-current assets | 11,614 | 13,861 | |
| Deferred tax assets | 7,959 | 8,257 | |
| Non-current assets | 328,301 | 312,838 | |
| Inventories | 11 | 162,368 | 160,381 |
| Trade and other operating receivables | 12 | 313,056 | 281,256 |
| Other current operating assets | 105,391 | 85,555 | |
| Other current non-operating assets | 6,938 | 2,416 | |
| Current financial derivatives | 15 | 0 | 874 |
| Current financial assets | 4,922 | 15,691 | |
| Cash and cash equivalents | 16 | 138,953 | 143,587 |
| Current assets | 731,628 | 689,760 | |
| Assets held for sale | 5 | 0 | 4,297,401 |
| Total assets | 1,059,929 | 5,299,999 | |
| Share capital | 8,136 | 41,330 | |
| Share premium | 116,662 | 800,008 | |
| Retained earnings | 79,435 | 1,184,100 | |
| Defined benefit and contribution pension plans | (10,718) | (41,976) | |
| Reserves related to financial derivatives | 15 | 3,223 | (31,160) |
| Exchange differences on translation | 200 | (15,967) | |
| Equity – share of the group | 196,938 | 1,936,335 | |
| Result attributable to non-controlling interests | 0 | 19,691 | |
| Equity | 196,938 | 1,956,026 | |
| Employee benefit obligations | 10,302 | 11,916 | |
| Non-current provisions | 13 | 13,765 | 12,279 |
| Other non-current liabilities | 24,637 | 38,267 | |
| Non-current financial liabilities | 16 | 127,797 | 77,599 |
| Non-current financial derivatives | 15 | 115 | 0 |
| Deferred tax liabilities | 2,624 | 2,129 | |
| Non-current liabilities | 179,240 | 142,190 | |
| Current provisions | 13 | 45,400 | 40,744 |
| Trade and other operating payables | 315,051 | 277,009 | |
| Current tax liabilities | 10,641 | 8,300 | |
| Current bonds | 16 | 29,951 | 29,899 |
| Current financial liabilities | 16 | 40,118 | 149,084 |
| Current financial derivatives | 15 | 3,006 | 1,442 |
| Other current operating liabilities | 162,830 | 141,723 | |
| Other current non-operating liabilities | 76,754 | 78,376 | |
| Current liabilities | 683,751 | 726,577 | |
| Liabilities associated with assets held for sale | 5 | 0 | 2,475,206 |
| Total equity and liabilities | 1,059,929 | 5,299,999 |
| For the period ended June 30 (in € thousands) |
Notes | 2022 | 2021 restated (*) |
|---|---|---|---|
| Operating activities | |||
| Income from operating activities | 17,108 | 8,959 | |
| Depreciation and amortisation of (in)tangible assets and investment property | 10,647 | 10,404 | |
| (Decrease)/increase of provisions | 4,638 | (4,360) | |
| Impairments on assets and other non-cash items | (3,197) | 6,222 | |
| Loss/(profit) on disposal of tangible and financial fixed assets | (629) | (343) | |
| Dividends received from investments accounted for using equity method | 11,991 | 7,937 | |
| Cash flows from (used in) operating activities before changes in working capital |
40,558 | 28,819 | |
| Decrease/(increase) in trade receivables and other current and non-current receivables |
(55,872) | (36,014) | |
| Decrease/(increase) in inventories | (2,271) | (18,144) | |
| Increase/(decrease) in trade payables and other current and non-current payables |
45,391 | 3,569 | |
| Income tax paid/received | (3,563) | (4,600) | |
| Cash flows from (used in) operating activities | 24,243 | (26,370) | |
| Investment activities | |||
| Proceeds from sales of intangible assets and property, plant and equipment | 983 | 495 | |
| Purchases of intangible assets and of property, plant and equipment | (8,475) | (8,765) | |
| Repayment of borrowings (new borrowings) given to investments accounted for using equity method |
3,143 | (262) | |
| Cash flows from (used in) investing activities | (4,349) | (8,532) | |
| Financing activities | |||
| Interest paid | (3,382) | (3,569) | |
| Interest received | 2,420 | 1,496 | |
| Other financial expenses and income | (772) | (820) | |
| Receipts from new borrowings | 2,761 | 14,947 | |
| Repayment of borrowings | (65,940) | (6,501) | |
| Dividends received/(paid) | 5 | 40,843 | (4,893) |
| Cash flows from (used in) financing activities | (24,070) | 660 | |
| Net increase/(decrease) in cash position | (4,176) | (34,242) | |
| Cash and cash equivalents, opening balance | 143,587 | 137,757 | |
| Effects of exchange rate changes on cash and cash equivalents | (458) | 159 | |
| Cash and cash equivalents, closing balance | 16 | 138,953 | 103,674 |
(*) As required by IFRS 5.34, the consolidated statement of cash flows for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation. Consequently, the item "Cash and cash equivalents, opening balance" concerns only CFE and only the cash flows of CFE for the period ended 30 June 2021 are presented. We refer to note 5 regarding cash flows from discontinued operations.
Acquisitions and disposals of subsidiaries net of cash acquired do not include entities that are not a business combination (real estate development segment). They are not considered as investment operations and are directly reflected in cash flows from operating activities.
| (in € thousands) | Share capital | Share premium | Retained earnings | contribution pension plans Defined benefit and |
Reserves related to financial derivatives |
Exchange differences on translation |
Equity – share of the group |
non-controlling interests Result attributable to |
Total |
|---|---|---|---|---|---|---|---|---|---|
| December 2021 | 41,330 | 800,008 | 1,184,100 | (41,976) | (31,160) | (15,967) | 1,936,335 | 19,691 | 1,956,026 |
| Comprehensive income for the period | 204,427 | 1,215 | 73,297 | (711) | 278,228 | 2,357 | 280,585 | ||
| Dividends paid to shareholders | |||||||||
| Dividends from non-controlling interests | (629) | (629) | |||||||
| Effect of partial demerger of DEME | (33,194) | (683,346) | (1,305,842) | 30,043 | (38,914) | 16,878 | (2,014,375) | (21,419) | (2,035,794) |
| Change in consolidation scope and other movements |
(3,250) | (3,250) | (3,250) | ||||||
| June 2022 | 8,136 | 116,662 | 79,435 | (10,718) | 3,223 | 200 | 196,938 | 0 | 196,938 |
| (in € thousands) | Share capital | Share premium | Retained earnings | contribution pension plans Defined benefit and |
Reserves related to financial derivatives |
Exchange differences on translation |
Equity – share of the group |
non-controlling interests Result attributable to |
Total |
| December 2020 | 41,330 | 800,008 | 1,059,406 | (41,783) | (49,715) | (22,133) | 1,787,113 | 17,835 | 1,804,948 |
| Comprehensive income for the period | 42,622 | 0 | 11,383 | 4,031 | 58,036 | 625 | 58,661 | ||
| Dividends paid to shareholders | (25,314) | (25,314) | (25,314) | ||||||
| Dividends from non-controlling interests | (424) | (424) | |||||||
| Change in consolidation scope and other movements |
18 | 18 | |||||||
| June 2021 |
The share capital on 31 December 2021 was divided into 25,314,482 ordinary shares. These shares are without nominal value. The owners of ordinary shares have the right to receive dividends and have one vote per share in Shareholders' General Meetings.
In the context of the partial demerger of 29 June 2022, which resulted in the transfer of a substantial part of CFE's equity and distributable reserves to the DEME Group, the ordinary general meeting decided on 5 May 2022, on the proposal of the Board of Directors, not to distribute a dividend for the financial year 2021.
Basic earnings per share are the same as diluted earnings per share due to the absence of any potentially dilutive ordinary shares in circulation. It is calculated as follows :
| Earnings per share for the period ended June 30 (in € thousands) |
2022 | 2021 restated (*) |
|---|---|---|
| Result for the period from continuing operations - share of the group | 13,454 | 9,664 |
| Result for the period from discontinued operations - share of the group | 190,973 | 32,958 |
| Result for the period - share of the group | 204,427 | 42,622 |
| Comprehensive income - share of the group | 278,228 | 58,036 |
| Number of ordinary shares at balance sheet date | 25,314,482 | 25,314,482 |
| Earnings per share, based on the number of ordinary shares at the end of the period (basic) : | ||
| Earnings per share (share of the group) from continuing operations (EUR) | 0.53 | 0.38 |
| Earnings per share (share of the group) from discontinued operations (EUR) | 7.55 | 1.30 |
| Earnings per share (share of the group) (EUR) | 8.08 | 1.68 |
| Comprehensive income (share of the group) per share (EUR) | 10.99 | 2.29 |
(*) As required by IFRS 5.34, the consolidated statement of income for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation.
Compagnie d'Entreprises CFE SA (hereinafter referred to as the "Company" or "CFE") is a company incorporated and headquartered in Belgium. The consolidated financial statements for the period ended 30 June 2022 include the financial statements of the company, its subsidiaries (the "CFE group") and its interests in companies accounted for using the equity method. CFE is 62.12% controlled by the Belgian investment group Ackermans & van Haaren (XBRU BE0003764785). CFE and Ackermans & van Haaren are companies listed on Euronext Brussels.
The Board of Directors authorised the publication of the CFE group's consolidated financial statements on 25 August 2022.
During the first half of 2022, the main changes in the consolidation scope in the Real Estate Development segment of the CFE group are as follows:
During the first half of 2022, the main change in the consolidation scope in the Multitechnics segment of the CFE group is as follows:
During the first half of 2022, the main changes in the consolidation scope affecting the Construction & Renovation segment of the CFE group are as follows:
During the first half of 2022, the main changes in the consolidation scope affecting the Investments & Holding segment of the CFE group are as follows:
On 29 June 2022, CFE SA was split into two separate listed companies : CFE and DEME Group - see note 'Assets held for sale and associated liabilities at 30 June 2022' in section 5 below. This transaction reduces the CFE group's equity by €2,036 million.
During the first semester of 2021, the main changes in the consolidation scope with effect on the Real Estate Development segment of the CFE group are the following:
The acquired entities listed above have been fully consolidated;
The acquired entities listed above have been integrated under the equity method.
During the first semester of 2021, the main changes in the consolidation scope with effect on the Multitechnics segment of the CFE group are the following:
During the first semester of 2021, there was no change in the consolidation scope with effect on the Construction & Renovation segment of the CFE group.
During the first half of 2021, the Wood Shapers SA company has acquired a 50% stake in the newly created Wood Gardens SA company. This company was integrated under the equity method.
During the first semester of 2021, the main change in the consolidation scope with effect on the Investments & Holding segment of the CFE group is the following:
The interim report for the period ended 30 June 2022 has been prepared in accordance with IAS 34 Interim Financial Reporting. The interim report does not include all the information of the annual report and its annexes, and should be read in conjunction with the CFE's annual report of 31 December 2021.
The accounting principles used on 30 June 2022 are the same as those used for the consolidated financial statements as at 31 December 2021, except for the standards and/or amendments to standards described below as endorsed by the European Union, mandatorily applicable as of 1 January 2022.
The application of these standards and interpretations had no material impact on the consolidated financial statements of CFE.
The Group did not apply early any of the following new standards and interpretations, application of which was not mandatory at 30 June 2022.
Companies in which the group, directly or indirectly, holds the majority of voting rights enabling control to be exercised, are fully consolidated.
Companies over which the group exercises joint control with other shareholders are consolidated using the equity method. This applies in particular to Rent-A-Port, Green Offshore and certain subsidiaries of BPI.
The change in the scope of consolidation of the CFE group between December 2021 and June 2022 is summarised as follows:
| Number of entities | June 2022 | December 2021 |
|---|---|---|
| Full consolidation | 79 | 80 |
| Equity method | 92 | 93 |
| Total | 171 | 173 |
Reciprocal operations and transactions relating to assets and liabilities and income and expenses between integrated companies are eliminated in the consolidated financial statements. This elimination is carried out:
In most cases, the operating currency of companies and establishments corresponds to the currency of the country concerned.
The financial statements of foreign companies whose operating currency is different from that used in preparing the group's consolidated financial statements are translated at the closing rate for balance sheet items and at the average rate for the period for income statement items. Any resulting conversion differences are recognised as exchange differences resulting from the translation in the consolidated reserves. Goodwill relating to foreign companies is considered to be part of the assets and liabilities acquired and, as such, is converted at the exchange rate applicable on the closing date.
Transactions in foreign currency are converted into euros at the exchange rate on the transaction date. Financial assets and monetary liabilities denominated in foreign currencies are converted into euros at the exchange rate applicable at the closing date of the period. The resulting exchange profits and losses are recognised in the 'foreign exchange income' heading, and are presented under 'other financial income and expenses' in the income statement.
Foreign exchange profits and losses on loans denominated in foreign currencies or on foreign exchange derivatives used to hedge participations in foreign subsidiaries are recorded under the heading 'exchange differences on translation' resulting from the conversion in 'other elements' of the comprehensive income statement, and are the object of a separate reserve in equity.
The preparation of financial statements according to the IFRS standards requires the use of estimates, as well as the formulation of judgments and assumptions that affect the amounts shown in those financial statements, particularly with regard to the following items:
These estimates assume the operation is a going concern and are made on the basis of the information available at the time they were established. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.
CFE's operational activities are mainly located in Belgium, Luxembourg and Poland and to a lesser extent in Vietnam. As CFE is not present on the Russian or Ukrainian markets, the direct impacts of the Russian-Ukrainian conflict and the international sanctions imposed on Russia are not having a significant direct impact on the group's operations and financial results.
Indirect impacts are mainly observable at the level of:
On 29 June 2022, CFE was split into two companies: CFE and DEME Group We therefore no longer present a segment of discontinued "DEME" operations as these have been transferred to the DEME Group.
CFE's activities are divided into four segments: real estate development, multitechnics, construction & renovation, and investments & holding. Our internal structure and how we monitor results and investments has therefore been reorganised in 2022 to respond to these market developments. The segment information presented in the consolidated financial statements of CFE until 31 December 2021 must therefore be adapted accordingly. The main changes compared to 2021 are:
We refer to Section 4 for the new presentation of segment information (including comparatives aligned to the new structure).
Segment reporting is presented in respect of the group's operating segments. Segment results and assets and liabilities include items that can be directly attributed to a segment.
The CFE group can be divided into four operating segments :
The Real Estate Development segment develops real estate projects in Belgium, Luxembourg and Poland.
The Multitechnics segment includes the activities of the VMA and MOBIX divisions:
The Construction & Renovation segment includes all CFE subsidiaries active in Belgium, Poland and the Grand Duchy of Luxembourg, which specialise in the construction and renovation of office buildings, residential buildings, hospitals, hotels, schools, car parks and industrial buildings. The companies Wood Shapers (construction and promotion of projects using bio-based and hybrid materials) and LTS (production and assembly plants for prefabricated wooden elements) are also part of this segment.
Besides the holding activities, this segment includes :
| For the period ended 30 June 2022 (in € thousands) |
Real Estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Eliminations between segments |
Consolidated total |
|---|---|---|---|---|---|---|
| Revenue | 31,134 | 172,193 | 397,449 | 3,622 | (18,193) | 586,205 |
| EBITDA | 3,622 | 8,659 | 12,393 | 2,997 | 84 | 27,755 |
| % Revenue | 11.63% | 5.03% | 3.12% | 4.73% | ||
| Depreciation and amortisation | (404) | (4,246) | (5,530) | (467) | 0 | (10,647) |
| Income from operating activities | 3,218 | 4,413 | 6,863 | 2,530 | 84 | 17,108 |
| Share of profit (loss) of investments accounted for using equity method |
2,686 | 0 | (2) | 1,275 | 0 | 3,959 |
| Operating income (EBIT) | 5,904 | 4,413 | 6,861 | 3,805 | 84 | 21,067 |
| % Revenue | 18.96% | 2.56% | 1.73% | 3.59% | ||
| Financial result | (1,421) | (159) | (1,672) | 445 | 0 | (2,807) |
| Income tax expenses | (766) | (2,306) | (1,699) | (34) | (1) | (4,806) |
| Result from continuing operations - share of the group | 3,717 | 1,948 | 3,490 | 4,216 | 83 | 13,454 |
| % Revenue | 11.94% | 1.13% | 0.88% | 2.30% | ||
| Result from discontinued operations - share of the group | 190,973 | |||||
| Result for the period - share of the group | 3,717 | 1,948 | 3,490 | 4,216 | 83 | 204,427 |
| % Revenue | 11.94% | 1.13% | 0.88% | 34.87% | ||
| For the period ended 30 June 2021 restated (in € thousands) |
Real Estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Eliminations between segments |
Consolidated total restated (*) |
| Revenue | 52,946 | 165,200 | 358,928 | 6,271 | (16,419) | 566,926 |
| EBITDA | 4,413 | 12,537 | 4,471 | (2,345) | 287 | 19,363 |
| % Revenue | 8.33% | 7.59% | 1.25% | 3.42% | ||
| Depreciation and amortisation | (440) | (4,849) | (4,607) | (508) | 0 | (10,404) |
| Income from operating activities | 3,973 | 7,688 | (136) | (2,853) | 287 | 8,959 |
| Share of profit (loss) of investments accounted for using equity method |
6,846 | 136 | (4) | (112) | 0 | 6,866 |
| Operating income (EBIT) | 10,819 | 7,824 | (140) | (2,965) | 287 | 15,825 |
| % Revenue | 20.43% | 4.74% | (0.04%) | 2.79% | ||
| Financial result | (1,912) | (192) | (1,017) | 370 | 0 | (2,751) |
| Income tax expenses | (449) | (2,594) | (335) | (17) | (15) | (3,410) |
| Result from continuing operations - share of the group | 8,458 | 5,038 | (1,492) | (2,612) | 272 | 9,664 |
| % Revenue | 15.97% | 3.05% | (0.42%) | 1.70% | ||
| Result from discontinued operations - share of the group | 32,958 | |||||
| Result for the period - share of the group | 8,458 | 5,038 | (1,492) | (2,612) | 272 | 42,622 |
| % Revenue | 15.97% | 3.05% | (0.42%) | 7.52% |
(*) As required by IFRS 5.34, the consolidated statement of income for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation. The presentation of segment information of the consolidated statement of income as of 30 June 2021 has also been adapted in accordance with what is stated in "Change in segment information" section of note 3 of this report.
| For the period ended 30 June 2022 (in € thousands) |
Real Estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Eliminations between segments |
Consolidated total |
|
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Goodwill | 0 | 22,808 | 911 | 0 | 0 | 23,719 | |
| Property, plant and equipment | 1,393 | 42,899 | 38,074 | 1,556 | 0 | 83,922 | |
| Non-current loans to consolidated group companies | 0 | 0 | 0 | 26,353 | (26,353) | 0 | |
| Other non-current financial assets | 79,014 | 0 | 79 | 14,530 | 0 | 93,623 | |
| Investments accounted for using equity method | 42,953 | 150 | 97 | 62,093 | 0 | 105,293 | |
| Other non-current assets | 9,956 | 2,083 | 9,514 | 187,388 | (187,197) | 21,744 | |
| Inventories | 144,109 | 7,319 | 11,740 | 25 | (825) | 162,368 | |
| Cash and cash equivalents | 5,146 | 7,219 | 65,734 | 60,854 | 0 | 138,953 | |
| Internal cash position - Cash pooling - assets | 43,751 | 28,127 | 107,001 | 30,984 | (209,863) | 0 | |
| Other current assets | 14,757 | 151,188 | 259,925 | 21,085 | (16,648) | 430,307 | |
| Assets held for sale | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total assets | 341,079 | 261,793 | 493,075 | 404,868 | (440,886) | 1,059,929 | |
| LIABILITIES | |||||||
| Equity | 108,186 | 84,115 | 73,688 | 118,747 | (187,798) | 196,938 | |
| Non-current borrowings to consolidated group companies | 20,000 | 0 | 6,353 | 0 | (26,353) | 0 | |
| Non-current financial liabilities | 39,485 | 25,966 | 7,005 | 55,341 | 0 | 127,797 | |
| Other non-current liabilities | 36,030 | 2,110 | 8,122 | 5,181 | 0 | 51,443 | |
| Current bonds | 29,951 | 0 | 0 | 0 | 0 | 29,951 | |
| Current financial liabilities | 9,587 | 4,602 | 5,432 | 20,497 | 0 | 40,118 | |
| Internal cash position - Cash pooling - liabilities | 15,990 | 18,119 | 13,091 | 162,663 | (209,863) | 0 | |
| Other current liabilities | 81,850 | 126,881 | 379,384 | 42,439 | (16,872) | 613,682 | |
| Liabilities associated with assets held for sale | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total liabilities | 232,893 | 177,678 | 419,387 | 286,121 | (253,088) | 862,991 | |
| Total equity and liabilities | 341,079 | 261,793 | 493,075 | 404,868 | (440,886) | 1,059,929 | |
| For the period ended 30 June 2021 (in € thousands) |
DEME | Real Estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Eliminations between segments |
Consolidated total (*) |
| ASSETS | |||||||
| Goodwill | 0 | 0 | 22,852 | 911 | 0 | 0 | 23,763 |
| Property, plant and equipment | 0 | 1,121 | 42,922 | 36,368 | 1,872 | 0 | 82,283 |
| Non-current loans to consolidated group companies |
0 | 0 | 0 | 0 | 26,049 | (26,049) | 0 |
| Other non-current financial assets | 0 | 68,350 | 0 | 9 | 10,954 | 0 | 79,313 |
| Investments accounted for using equity method | 0 | 48,259 | 149 | 88 | 54,922 | 0 | 103,418 |
| Other non-current assets | 0 | 9,873 | 2,207 | 9,406 | 1,234,516 | (1,231,941) | 24,061 |
| Inventories | 0 | 141,222 | 6,158 | 10,736 | 3,090 | (825) | 160,381 |
| Cash and cash equivalents | 0 | 6,326 | 4,984 | 57,898 | 74,379 | 0 | 143,587 |
| Internal cash position - Cash pooling - assets Other current assets |
0 0 |
49,675 25,199 |
49,584 121,654 |
104,936 229,236 |
26,561 24,369 |
(230,756) (14,666) |
0 385,792 |
| Assets held for sale | 4,297,401 | 0 | 0 | 0 | 0 | 0 | 4,297,401 |
| Total assets | 4,297,401 | 350,025 | 250,510 | 449,588 | 1,456,712 | (1,504,237) | 5,299,999 |
| LIABILITIES | |||||||
| Equity Non-current borrowings to consolidated group |
1,822,195 0 |
104,362 20,000 |
91,742 0 |
70,834 6,049 |
1,103,200 0 |
(1,236,307) (26,049) |
1,956,026 0 |
| companies | |||||||
| Non-current financial liabilities | 0 | 43,954 | 26,375 | 6,731 | 539 | 0 | 77,599 |
| Other non-current liabilities | 0 | 36,426 29,899 |
2,234 | 9,211 | 16,720 | 0 | 64,591 |
| Current bonds | 0 | 29,350 | 0 | 0 | 0 | 0 | 29,899 |
| Current financial liabilities | 0 | 18,845 | 4,613 | 4,628 | 110,493 | 0 | 149,084 |
| Internal cash position - Cash pooling - liabilities | 0 | 8,100 | 17,440 | 186,369 | (230,754) | 0 | |
| Other current liabilities | 0 | 67,189 0 |
117,446 | 334,695 | 39,391 | (11,127) | 547,594 |
| Liabilities associated with assets held for sale Total liabilities |
2,475,206 2,475,206 |
245,663 | 0 158,768 |
0 378,754 |
0 353,512 |
0 (267,930) |
2,475,206 3,343,973 |
(*)The presentation of segment information of the consolidated statement of financial position as of 31 December 2021 has been adapted in accordance with what is stated in "Change in segment information" section of note 3 of this report.
| For the period ended 30 June 2022 (in € thousands) |
Real estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Consolidated total |
|---|---|---|---|---|---|
| Cash flows from (used in) operating activities before changes in working capital |
12,871 | 9,913 | 15,290 | 2,484 | 40,558 |
| Cash flows from (used in) operating activities | 21,056 | (15,309) | 20,390 | (1,894) | 24,243 |
| Cash flows from (used in) investing activities | (626) | (2,540) | (4,294) | 3,111 | (4,349) |
| Cash flows from (used in) financing activities | (21,540) | 20,121 | (7,910) | (14,741) | (24,070) |
| Net increase/(decrease) in cash position | (1,110) | 2,272 | 8,186 | (13,524) | (4,176) |
| For the period ended 30 June 2021 restated (in € thousands) |
Real estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Consolidated total restated (*) |
| Cash flows from (used in) operating activities before changes in working capital |
12,371 | 12,251 | 7,265 | (3,068) | 28,819 |
| Cash flows from (used in) operating activities | (14,383) | (665) | (17,642) | 6,320 | (26,370) |
| Cash flows from (used in) investing activities | (437) | (6,323) | (1,485) | (287) | (8,532) |
| Cash flows from (used in) financing activities | 12,135 | 5,671 | (3,463) | (13,683) | 660 |
(*) As required by IFRS 5.34, the consolidated statement of cash flows for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation. We refer to note 5 regarding cash flows from discontinued operations. The presentation of segment information of the consolidated statement of cash flows as of 30 June 2021 has also been adapted in accordance with what is stated in "Change in segment information" section of note 3 of this report.
The cash flow from (used in the context of) financing activities includes the amounts of cash pooling compared to other segments. A positive amount corresponds to a use of liquidity in the cash pooling. This item is also affected by external financing, especially and primarily in real estate and investments & holding segments.
| For the period ended 30 June 2022 (in € thousands) |
Real estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Consolidated total |
|---|---|---|---|---|---|
| Depreciation | (404) | (4,246) | (5,530) | (467) | (10,647) |
| Investments | 1,017 | 4,374 | 7,913 | 80 | 13,384 |
| For the period ended 30 June 2021 restated (in € thousands) |
Real estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Consolidated total restated |
| Depreciation | (440) | (4,849) | (4,607) | (508) | (10,404) |
| Investments | 650 | 7,700 | 4,418 | 121 | 12,889 |
The investments include the acquisitions of tangible and intangible assets. Acquisitions through business combinations are not included in these amounts.
The breakdown of revenue by country is based on the countries in which services are provided. The revenue of the CFE group breaks downs as follows :
| For the period ended June 30 (in € thousands) |
2022 | 2021 restated (*) |
|---|---|---|
| Belgium | 411,389 | 405,443 |
| Luxembourg | 68,466 | 79,480 |
| Poland | 88,273 | 67,080 |
| Others | 18,077 | 14,923 |
| Consolidated total | 586,205 | 566,926 |
(*) As required by IFRS 5.34, the consolidated statement of income for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation.
No transactions having a material impact took place during the first six months of 2022.
In the multitechnics, construction & renovation and investments & holding segments, no disposal transaction within the meaning of the IFRS 3 Business combinations standard having a significant impact took place during the first six months of 2022.
Acquisitions and disposals in the real estate development segment are not business combinations; therefore the consideration paid is allocated to the land and buildings booked in inventories. The main acquisitions and disposals that have occurred in the real estate development segment are described in the introduction.
On 2 December 2021, The Board of Directors announced its intention to split the group into two separate listed companies: CFE and DEME Group. The purpose of this demerger was to create two leading players in their respective business lines. As a result of this announcement, the DEME activities that were to be transferred to the DEME Group in 2022 were to be accounted for as 'discontinued operations' as at 31 December 2021 in accordance with the requirements of IFRS 5. In practice, this means that the assets and liabilities associated with DEME's activities had been presented on a single line under the assets and liabilities on the statement of financial position as at 31 December 2021 as assets and liabilities held for sale in 2022.
The partial demerger was reached on 29 June 2022. It led to the initial listing of DEME Group on Euronext Brussels as a separate entity on 30 June 2022.
As a result of the demerger, CFE derecognised all assets and liabilities of DEME, including the restatements resulting from the recognition of DEME's identifiable assets and liabilities at their fair value. It was determined that the demerger did not fall within the scope of IFRIC 17 'Distributions of Non-cash Assets to Owners' as the controlling shareholder does not change after the transaction (the non-cash asset is ultimately controlled by the same party before and after the distribution). CFE has chosen not to account for the distribution at fair value, but to account for non-cash intra-group distributions (i.e. the demerger) by derecognising DEME's assets and liabilities at their book value against equity.
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Balance at the end of the previous period | 4,297,401 | 0 |
| Reclassified to assets held for sale for the period | 683,171 | 4,297,401 |
| Disposals | (4,980,572) | 0 |
| Balance at the end of the period | 0 | 4,297,401 |
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Balance at the end of the previous period | 2,475,206 | 0 |
| Reclassified to liabilities associated with assets held for sale for the period | 469,572 | 2,475,206 |
| Disposals | (2,944,778) | 0 |
| Balance at the end of the period | 0 | 2,475,206 |
The assets and liabilities associated with DEME's business lines presented as held for sale and demerged as of 30 June 2022 are detailed in the table below :
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| ASSETS | ||
| Goodwill | 153,793 | 153,793 |
| Property, plant and equipment | 2,594,181 | 2,363,428 |
| Other non-current financial assets | 26,518 | 33,450 |
| Investments accounted for using equity method | 170,409 | 141,527 |
| Other non-current assets | 269,741 | 249,842 |
| Inventories | 17,765 | 12,168 |
| Cash and cash equivalents | 675,245 | 528,632 |
| Other current assets | 1,072,920 | 782,105 |
| Assets held for sale | 0 | 32,456 |
| Total assets | 4,980,572 | 4,297,401 |
| LIABILITIES | ||
| Equity | 2,035,794 | 1,822,195 |
| Non-current financial liabilities | 868,868 | 577,970 |
| Other non-current liabilities | 235,076 | 194,024 |
| Current financial liabilities | 380,029 | 343,340 |
| Other current liabilities | 1,460,805 | 1,359,872 |
| Total liabilities | 2,944,778 | 2,475,206 |
| Total equity and liabilities | 4,980,572 | 4,297,401 |
| Amounts included in accumulated other comprehensive income : | ||
| Reserves measured at fair value | (3,663) | (89,816) |
| Deferred taxes on reserves | 1,112 | 22,661 |
| Exchange differences on translation | (11,743) | (8,881) |
| Total of amounts included in accumulated other comprehensive income | (14,294) | (76,036) |
As required by IFRS 5.25, the results from discontinued operations have been recognised on a separate line in the consolidated statement of income : "Result from discontinued operations". In addition, from the moment that DEME's activities were presented as discontinued operations, the intangible and tangible fixed assets should no longer be amortised. As a result, DEME's contribution to CFE's net income excludes depreciation charges relating to the first half of 2022.
The table below presents the reconciliation between the result for the period (share of the group) realised by the activities of the DEME Group (€39.5 million) and the result from discontinued operations (share of the group) in CFE's financial statements.
| For the period ended June 30 (in € thousands) |
2022 | 2021 |
|---|---|---|
| Result for the period of DEME - share of the group | 39,470 | 34,997 |
| Restatements (*) | (2,039) | (2,039) |
| Result for the period of DEME (including restatements) - share of the group | 37,431 | 32,958 |
| Cancellation of amortisation and depreciation on (in)tangible fixed assets | 153,542 | 0 |
| Result from discontinued operations - share of the group | 190,973 | 32,958 |
(*) Restatement to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
The following table summarises the results of the discontinued operations in CFE's financial statements before the cancellation of depreciation on (in)tangible assets.
| For the period ended June 30 (in € thousands) |
2022 | 2021 |
|---|---|---|
| Revenue | 1,291,688 | 1,062,977 |
| Operating expenses (excluding depreciation and amortisation) | (1,100,383) | (875,796) |
| EBITDA | 191,305 | 187,181 |
| Depreciation and amortisation | (153,542) | (143,226) |
| Income from operating activities | 37,763 | 43,955 |
| Share of profit (loss) of investments accounted for using equity method | 6,782 | 4,366 |
| Operating income (EBIT) | 44,545 | 48,321 |
| Financial result | 4,329 | (5,179) |
| Result before tax | 48,874 | 43,142 |
| Income tax expenses | (9,146) | (9,375) |
| Result for the period - share of the group | 37,431 | 32,958 |
The DEME Group's contribution to the CFE group's cash flow during the first half of 2022 is limited to the receipt of a dividend of €40.8 million at the end of March 2022.
Cash flows from operating, investing and financing activities of DEME are summarised as follows :
| For the period ended June 30 (in € thousands) |
2022 | 2021 |
|---|---|---|
| Cash and cash equivalents, opening balance | 528,632 | 621,938 |
| Cash flows from (used in) operating activities | 73,663 | 94,973 |
| Cash flows from (used in) investing activities | (206,912) | (121,651) |
| Cash flows from (used in) financing activities | 277,144 | (279,630) |
| Net increase/(decrease) in cash position | 143,895 | (306,308) |
| Effects of exchange rate changes on cash and cash equivalents | 2,718 | 761 |
| Cash and cash equivalents, closing balance | 675,245 | 316,391 |
Other operating income, which amount to €26,151 thousand (June 2021 restated : €19,494 thousand), are primarily related to :
| For the period ended June 30 (in € thousands) |
2022 | 2021 restated (*) |
|---|---|---|
| Cost of financial debt | (962) | (2,073) |
| Loans and receivables - Interest income | 2,420 | 1,496 |
| Liabilities at amortised cost - Interest expenses | (3,382) | (3,569) |
| Other financial expenses and income | (1,845) | (678) |
| Realised / unrealised translation gains/(losses) | (1,020) | 195 |
| Other | (825) | (873) |
| Financial result | (2,807) | (2,751) |
(*) As required by IFRS 5.34, the consolidated statement of income for the period ended 30 June 2021 has been restated and DEME has been presented as a discontinued operation.
As of 30 June 2022, financial result amounted to €(2,807) thousand compared to €(2,751) thousand as of 30 June 2022 (restated). The change in realised/unrealised translation gains/(losses) is mainly explained by the devaluation of the zloty against the euro.
The tax expense amounted to €4,806 thousand for the first half of 2022, compared to €3,410 thousand for the first half of 2021 (restated). The effective tax rate amounted to 33.6%, compared to 54.9% as of 30 June 2021 (restated). The effective tax rate is defined as the income tax expense over result before tax from which the share of profit (loss) of investments accounted for using equity method have been deducted.
| For the period ended 30 June 2022 (in € thousands) |
Land and buildings |
Fixtures and equipment |
Furniture, fittings and vehicles |
Under construction |
Total |
|---|---|---|---|---|---|
| Acquisition costs | |||||
| Balance at the end of the previous period | 71,832 | 105,211 | 60,246 | 1,076 | 238,365 |
| Effects of changes in foreign exchange rates | (16) | (19) | (42) | (1) | (78) |
| Changes in consolidation scope | 0 | 0 | 0 | 0 | 0 |
| Acquisitions | 1,328 | 5,520 | 4,310 | 1,457 | 12,615 |
| Transfers between asset items | (463) | (798) | 859 | 94 | (308) |
| Disposals | (89) | (1,047) | (3,460) | 0 | (4,596) |
| Balance at the end of the period | 72,592 | 108,867 | 61,913 | 2,626 | 245,998 |
| Depreciation and amortisation | |||||
| Balance at the end of the previous period | (24,656) | (89,409) | (42,017) | 0 | (156,082) |
| Effects of changes in foreign exchange rates | 6 | 17 | 33 | 0 | 56 |
| Changes in consolidation scope | 0 | 0 | 0 | 0 | 0 |
| Depreciation and amortisation | (2,095) | (3,482) | (4,626) | 0 | (10,203) |
| Transfers between asset items | 0 | 763 | (594) | 0 | 169 |
| Disposals | 69 | 768 | 3,147 | 0 | 3,984 |
| Balance at the end of the period | (26,676) | (91,343) | (44,057) | 0 | (162,076) |
| Net carrying amount | |||||
| At 1 January 2022 | 47,176 | 15,802 | 18,229 | 1,076 | 82,283 |
| At 30 June 2022 | 45,916 | 17,524 | 17,856 | 2,626 | 83,922 |
The net carrying amount of property, plant and equipment amounted to €83,922 thousand as of 30 June 2022 (December 2021 : €82,283 thousand).
As of 30 June 2022, acquisitions of property, plant and equipment amounted to €12,615 thousand (30 June 2021 : €12,563 thousand).
Depreciation and amortisation of property, plant and equipment amounted to €(10,203) thousand as of 30 June 2022 (30 June 2021 : €(9,990) thousand).
The net carrying amount of right-of-use assets amounted to €36,230 thousand as of 30 June 2022 (December 2021 : €35,272 thousand). These assets mainly include the group's vehicle fleet, as well as the registered offices and equipment of certain subsidiaries of the construction & renovation and multitechnics segments.
| For the period ended 30 June 2021 (in € thousands) |
Land and buildings |
Fixtures and equipment |
Furniture, fittings and vehicles |
Under construction |
Total |
|---|---|---|---|---|---|
| Acquisition costs | |||||
| Balance at the end of the previous period | 70,552 | 101,812 | 65,428 | 449 | 238,241 |
| Effects of changes in foreign exchange rates | 7 | 6 | (3) | 1 | 11 |
| Changes in consolidation scope | 0 | 0 | 0 | 0 | 0 |
| Acquisitions | 5,080 | 2,501 | 4,600 | 382 | 12,563 |
| Transfers between asset items | (815) | 2,961 | (2,835) | 0 | (689) |
| Disposals | (542) | (805) | (3,687) | 0 | (5,034) |
| Balance at the end of the period | 74,282 | 106,475 | 63,503 | 832 | 245,092 |
| Depreciation and amortisation | |||||
| Balance at the end of the previous period | (23,794) | (86,351) | (44,406) | 0 | (154,551) |
| Effects of changes in foreign exchange rates | (2) | (5) | 7 | 0 | 0 |
| Changes in consolidation scope | 0 | 0 | 0 | 0 | 0 |
| Depreciation and amortisation | (2,817) | (2,366) | (4,807) | 0 | (9,990) |
| Transfers between asset items | 815 | (934) | 899 | 0 | 780 |
| Disposals | 363 | 732 | 3,400 | 0 | 4,495 |
| Balance at the end of the period | (25,435) | (88,924) | (44,907) | 0 | (159,266) |
| Net carrying amount | |||||
| At 1 January 2021 | 46,758 | 15,461 | 21,022 | 449 | 83,690 |
| At 30 June 2021 | 48,847 | 17,551 | 18,596 | 832 | 85,826 |
As of 30 June 2022, investments accounted for using equity method amounted to €105,293 thousand (December 2021 : €103,418 thousand).
This increase mainly concerns the integration of the share of the CFE group in the result of investments accounted for using equity method which amounted to €3,959 thousand as of 30 June 2022 (compared to €6,866 thousand as of 30 June 2021) as well as the rise in the market value of hedging instruments in the concessionary companies of the offshore wind farms Rentel and SeaMade, partially compensated by the dividends distributed by investments accounted for using equity method that mainly arise from project companies of the real estate development segment.
The share of the CFE group in the result of investments accounted for using the equity method is mainly derived from the activities of the real estate development segment and the participations of Rent-A-Port in harbour concessions and Green Offshore in concessionary companies of offshore wind farms Rentel and SeaMade.
As of 30 June 2022, inventories amounted to €162,368 thousand (December 2021 : €160,381 thousand) and broke down as follows :
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Raw materials and auxiliary products | 11,464 | 9,600 |
| Impairments on inventories of raw materials and auxiliary products | (27) | (29) |
| Finished products and properties held for sale | 152,178 | 152,102 |
| Impairments on inventories of finished products | (1,247) | (1,292) |
| Inventories | 162,368 | 160,381 |
The inventories of finished products and properties held for sale are primarily attributable to the real estate development segment.
As of 30 June 2022, trade receivables and other operating receivables amounted to €313,056 thousand (December 2021 : €281,256 thousand). The increase during the first half of 2022 is primarily attributable to the activities of the construction & renovation and multitechnics segments.
Regarding the risk on trade receivables, the group defined procedures in order to limit the risk. It should be noted that a significant part of the consolidated sales is realised with public or semi-public customers. In addition, CFE considers that the concentration of the counterparty risk for customers is limited due to the large number of customers.
As of 30 June 2022, these provisions amounted to €59,165 thousand, which represents an increase of €6,142 thousand compared to end of December 2021 (€53,023 thousand).
| (in € thousands) | ||||
|---|---|---|---|---|
| After-sales service |
Provisions for negative investments accounted for using equity method |
Other risks | Total | |
| Balance at the end of the previous period | 14,470 | 8,571 | 29,982 | 53,023 |
| Effects of changes in foreign exchange rates | (35) | 0 | (135) | (170) |
| Transfers between items | 0 | 1,591 | (71) | 1,520 |
| Additions to provisions | 1,696 | 0 | 6,801 | 8,497 |
| Used provisions | (1,380) | 0 | (2,325) | (3,705) |
| Provisions reversed unused | 0 | 0 | 0 | 0 |
| Balance at the end of the period | 14,751 | 10,162 | 34,252 | 59,165 |
| of which current: | 14,751 | 0 | 30,649 | 45,400 |
| non-current: | 0 | 10,162 | 3,603 | 13,765 |
The provision for after-sales service increased by €281 thousand and amounts to €14,751 thousand as of 30 June 2022. The change during the first six months of 2022 was mainly the result of additions to and/or reversals of provisions recognised in relation to 10-year warranties.
Provisions for other risks increased by €4,270 thousand and amounts to €34,252 thousand as of 30 June 2022.
Provisions for other current risks (€30,649 thousand) include :
When the CFE group's share in the losses from investment accounted for using equity method exceeds the carrying amount of the investment, the latter amount is reduced to zero. The losses beyond this amount are not recognised, except for the amount of the CFE group's commitments to these investments accounted for using equity method. The amount of these commitments is accounted for in the non-current provisions, as the group considers having the obligation to support those entities and their projects.
Provisions for other non-current risks include the provisions for risks not directly related to construction sites.
Based on available information at the date on which the financial statements were approved by the Board of Directors, we are not aware of any contingent assets or liabilities, with the exception of contingent assets or liabilities related to construction contracts (for example, the group's claims against customers or claims by subcontractors), which can be described as normal in the construction sector and are handled by applying the percentage of completion method when the revenue is recognised.
CFE also sees to it that the companies of the group take the necessary organisational measures to ensure that the current laws and regulations are observed, including the rules on compliance.
The CFE group uses derivative financial instruments primarily to reduce exposure to adverse fluctuations in interest rates and foreign exchange rates. The company does not hold or issue any financial instruments for trading purposes. However, derivatives which do not qualify as hedging instruments are disclosed as instruments held for trading.
The change in fair value of hedging instruments in the consolidated equity of the CFE group amounts to €85.9 million (before taxes). As the demerger of the CFE group took place on 29 June 2022, the comprehensive income for the first half of 2022 still includes the DEME Group's contribution at 100%, i.e. €74.3 million. This change is the consequence of the rise of medium and long-term interest rates in the euro zone and mainly concerns IRS hedging instruments from concessionary companies of offshore wind farms, SeaMade and Rentel, entities accounted for using equity method.
As of 30 June 2022, derivative financial instruments have been estimated at their fair value. The carrying amount of other financial instruments not booked at fair value approaches the fair value as of 30 June 2022.
| June 2022 | December 2021 | |||||
|---|---|---|---|---|---|---|
| (in € thousands) | Non-current | Current | Total | Non-current | Current | Total |
| Bank loans and other financial debts | 83,469 | 686 | 84,155 | 53,172 | 45,682 | 98,854 |
| Bonds | 0 | 29,951 | 29,951 | 0 | 29,899 | 29,899 |
| Drawings on credit facilities | 20,000 | 20,000 | 40,000 | 0 | 60,000 | 60,000 |
| Lease debts | 24,328 | 10,432 | 34,760 | 24,427 | 9,402 | 33,829 |
| Total long-term financial debt | 127,797 | 61,069 | 188,866 | 77,599 | 144,983 | 222,582 |
| Short-term financial debts | 0 | 9,000 | 9,000 | 0 | 34,000 | 34,000 |
| Cash equivalents | 0 | (29,263) | (29,263) | 0 | (13,596) | (13,596) |
| Cash | 0 | (109,690) | (109,690) | 0 | (129,991) | (129,991) |
| Net short-term financial debt/(cash) | 0 | (129,953) | (129,953) | 0 | (109,587) | (109,587) |
| Total net financial debt | 127,797 | (68,884) | 58,913 | 77,599 | 35,396 | 112,995 |
| Derivative instruments used as interest-rate hedges | 115 | 0 | 115 | 0 | 568 | 568 |
The bank loans and other financial debts (€84,155 thousand) mainly relate to medium-term bank loans of the real estate development segment, which are allocated to the financing of certain projects, and medium term notes issued by CFE SA and BPI SA and the financing of the new VMA headquarters.
The only bond still outstanding is that of BPI. This bond was issued on 19 December 2017 for an amount of €30 million. It generates an interest of 3.75% and matures on 19 December 2022.
The lease debts (€34,760 thousand) correspond to contracts that meet the application criteria for IFRS 16 Leases.
Short-term financial debts amount to €9,000 thousand as of 30 June 2022, and relate to commercial papers issued by BPI.
As at 31 December 2021, the financing put in place at the level of CFE SA, i.e. the drawings on bank credit facilities and debts linked to the issue of treasury notes, had been presented as current debts, given that the partial demerger mechanically entailed the early reimbursement of these. During the second quarter of 2022, CFE set up new credit lines by integrating sustainability criteria or obtained waivers. As the majority of the maturities of the bank credit facilities and treasury notes are beyond 2023, most of the drawings on bank credit lines and treasury note issuances are presented as non-current.
As of 30 June 2022, CFE SA held committed long-term bank credit facilities amounting to €170 million, of which € 40 million was drawn as of 30 June 2022. CFE SA also has the facility of issuing treasury notes up to an amount of €50 million. This source of funding was used to an amount of €35 million as of 30 June 2022. To limit the interest rate risk, interest rate hedging contracts have been put in place for a notional amount of €40 million; the fair value of these derivatives amounts to €115 thousand. As at 30 June 2022, the amount drawn on the credit facilities is fully hedged.
As of 30 June 2022, BPI Real Estate Belgium SA held committed long-term bank credit facilities amounting to €50 million which has not been drawn as of 30 June 2022. BPI Real Estate Belgium SA also has the facility of issuing treasury notes up to an amount of €40 million. An amount of €17.3 million was drawn from this source of funding as of 30 June 2022.
Credit facilities are subject to specific covenants that take into account criteria such as financial debt and the ratio of debt to equity or non-current assets, as well as cash flow. These covenants are fully complied with as of 30 June 2022.
Total commitments given by the CFE group as of 30 June 2022, other than real security interests, totalled €296,260 thousand (December 2021 : €246,810 thousand). This increase is explained mainly by the giving of "Loi Breyne" type completion guarantees related to real-estate projects Pure and Serenity. The commitments granted break down by type as follows:
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Performance guarantees and performance bonds (a) | 250,442 | 239,681 |
| Bid bons (b) | 559 | 559 |
| Repayment of advance payments (c) | 0 | 0 |
| Retentions (d) | 2,218 | 1,700 |
| Deferred payments to subcontractors and suppliers (e) | 0 | 0 |
| Other commitments given | 43,041 | 4,870 |
| Total | 296,260 | 246,810 |
(a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.
Total commitments received by the CFE group as of 30 June 2022 totalled €55,026 thousand (December 2021 : €73,547 thousand) and break down as follows:
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Performance guarantees and performance bonds | 51,145 | 69,870 |
| Other commitments received | 3,881 | 3,677 |
| Total | 55,026 | 73,547 |
The CFE group is exposed to a number of claims that may be regarded as normal in the construction and multitechnics sectors. In most cases, the CFE group seeks to conclude a transaction agreement with the counterparty, which substantially reduces the number of lawsuits.
The CFE group tries to recover outstanding receivables from its customers. However, it is not possible to estimate these potential assets.
Ackermans & van Haaren (AvH) owns 15,725,684 CFE share as of 30 June 2022 and is the main shareholder of the CFE group with a stake of 62.12% (compared to 15,720,684 shares as of 31 December 2021, or 62.10%).
CFE SA entered into a service contract with Ackermans & van Haaren. The remuneration due by CFE SA under this contract amounts to €364 thousand for the first semester of 2022.
As of 30 June 2022, the CFE group and CFE's main shareholder Ackermans & van Haaren, exercise joint control over, in particular, Rent-A-Port NV, Green Offshore NV and their subsidiaries.
Since 29 June 2022, the day-to-day management of CFE has been carried out by Trorema SRL represented by Raymund Trost, CEO and Chairman of the Executive Committee. The other seven members of the Executive Committee are: MSQ SRL, represented by Fabien De Jonge, 8822 SRL represented by Yves Weyts, AHO Consulting SRL represented by Alexander Hodac, Artist Valley SA, represented by Jacques Lefevre, COEDO SRL, represented by Arnaud Regout, Focus2LER SRL represented by Valérie Van Brabant and Bruno Lambrecht.
The only transactions between CFE and the Executive Committee members are:
Transactions with related parties mainly concerned transactions with companies in which CFE has a significant influence or a joint control. Such transactions are carried out at arm's length. In the first half of 2022, there was no significant variation in the nature of transactions with related parties compared to 31 December 2021.
Commercial and financing transactions between the CFE group and investments accounted for using equity method are as follows :
| (in € thousands) | June 2022 | December 2021 |
|---|---|---|
| Assets with related parties | 117,757 | 99,922 |
| Non-current financial assets | 93,623 | 79,313 |
| Trade and other operating receivables | 18,307 | 15,154 |
| Other current assets | 5,827 | 5,455 |
| Liabilities with related parties | 11,921 | 14,785 |
| Other non-current liabilities | 12,197 | 15,061 |
| Trade and other operating payables | (276) | (276) |
The increase in non-current financial assets is mainly explained by the reclassification of certain loans granted to Rent-A-Port NV as long-term, by changes in the loans granted to project companies of the real estate development segment, partly compensated by the repayments of loans granted to Green Offshore NV.
| (in € thousands) | June 2022 | June 2021 |
|---|---|---|
| Expenses and income with related parties | 42,197 | 22,792 |
| Revenue and other operating income | 40,168 | 21,596 |
| Purchases and other operating expenses | 0 | (33) |
| Financial expenses and income | 2,029 | 1,229 |
Revenue and other operating income with investments accounted for using equity method mainly increased at CLE (Gravity and M1 clients) and BPC Group (Erasmus Gardens client).
The Board of Directors had decided to launch a share buy-back programme within the limits of the (renewed) authorisation to buy back own shares, as granted by the Extraordinary General Meeting of Shareholders on 2 May 2019. This programme is part of the long-term incentive plans for the members of the CFE Executive Committee.
CFE launched the buy-back programme with the first period starting on 30 June 2022 and ending on 29 July 2022. During this period, 561,000 shares were acquired for a total amount of €4.88 million, representing an average acquisition price of €8.70 per share.
The Board of Directors has decided to restart the share buy-back programme for a maximum of 700,000 own shares for the period starting on 31 August 2022 and ending at the latest on 31 October 2022.
The buy-back programme will be conducted by an independent intermediary in accordance with the applicable regulations on share buy-backs.
The activities of the CFE group are mainly within the Euro zone and Poland. Consequently, the exposure to exchange risk is limited.
The construction activity is seasonal and susceptible to the climatic conditions of winter.
Revenue and income achieved in the first half year cannot be extrapolated over the full year. The seasonal nature of the business is reflected in a higher use of cash in the first half year.
No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year.
Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognised following the same valuation rules as at year-end. They were neither anticipated nor deferred in the interim financial statements.
As shown below, the CFE group uses alternative performance measures to assess the group's financial performance. The definitions of those performance measures are presented in the 'Definitions' section of this report.
The net financial debt, the working capital requirements and the EBITDA have been computed using the consolidated statement of income and the consolidated statement of financial position :
| Net financial debt For the period ended 30 June 2022 (in € thousands) |
Real Estate Development |
Multi technics |
Construction & Renovation |
Investments & Holding |
Eliminations between segments |
Total |
|---|---|---|---|---|---|---|
| Non-current borrowings from consolidated companies of the group (*) |
20,000 | 0 | 6,353 | 0 | (26,353) | 0 |
| + Non-current bonds | 0 | 0 | 0 | 0 | 0 | 0 |
| + Non-current financial liabilities | 39,485 | 25,966 | 7,005 | 55,341 | 0 | 127,797 |
| + Current bonds | 29,951 | 0 | 0 | 0 | 0 | 29,951 |
| + Current financial liabilities | 9,587 | 4,602 | 5,432 | 20,497 | 0 | 40,118 |
| + Internal cash position - Cash pooling - liabilities (*) | 15,990 | 18,119 | 13,091 | 162,663 | (209,863) | 0 |
| Financial liabilities | 115,013 | 48,687 | 31,881 | 238,501 | (236,216) | 197,866 |
| - Non-current loans to consolidated companies of the group (*) | 0 | 0 | 0 | (26,353) | 26,353 | 0 |
| - Cash and cash equivalents | (5,146) | (7,219) | (65,734) | (60,854) | 0 (138,953) | |
| - Internal cash position - Cash pooling - assets (*) | (43,751) | (28,127) | (107,001) | (30,984) | 209,863 | 0 |
| Cash and cash equivalents | (48,897) | (35,346) | (172,735) | (118,191) | 236,216 (138,953) | |
| Net financial debt | 66,116 | 13,341 | (140,854) | 120,310 | 0 | 58,913 |
| Net financial debt For the period ended 31 December 2021 |
Real Estate | Multi | Construction | Investments | Eliminations between |
Total |
| For the period ended 31 December 2021 (in € thousands) |
Development | technics | & Renovation | & Holding | between segments |
Total |
|---|---|---|---|---|---|---|
| Non-current borrowings from consolidated companies of the group (*) |
20,000 | 0 | 6,049 | 0 | (26,049) | 0 |
| + Non-current bonds | 0 | 0 | 0 | 0 | 0 | 0 |
| + Non-current financial liabilities | 43,954 | 26,375 | 6,731 | 539 | 0 | 77,599 |
| + Current bonds | 29,899 | 0 | 0 | 0 | 0 | 29,899 |
| + Current financial liabilities | 29,350 | 4,613 | 4,628 | 110,493 | 0 | 149,084 |
| + Internal cash position - Cash pooling - liabilities (*) | 18,845 | 8,100 | 17,440 | 186,369 | (230,754) | 0 |
| Financial liabilities | 142,048 | 39,088 | 34,848 | 297,401 | (256,803) | 256,582 |
| - Non-current loans to consolidated companies of the group (*) | 0 | 0 | 0 | (26,049) | 26,049 | 0 |
| - Cash and cash equivalents | (6,326) | (4,984) | (57,898) | (74,379) | 0 (143,587) | |
| - Internal cash position - Cash pooling - assets (*) | (49,675) | (49,584) | (104,936) | (26,561) | 230,756 | 0 |
| Cash and cash equivalents | (56,001) | (54,568) | (162,834) | (126,989) | 256,805 (143,587) | |
| Net financial debt | 86,047 | (15,480) | (127,986) | 170,412 | 0 | 112,995 |
(*) These accounts relate to the cash positions with regard to group entities belonging to other group segments (mainly CFE SA and CFE Contracting SA).
| Working capital requirements (in € thousands) |
June 2022 | December 2021 |
|---|---|---|
| Inventories | 162,368 | 160,381 |
| + Trade and other operating receivables | 313,056 | 281,256 |
| + Current operating assets | 105,391 | 85,555 |
| + Other current non-operating assets | 6,938 | 2,416 |
| - Trade and other operating receivables | (315,051) | (277,009) |
| - Current tax liabilities | (10,641) | (8,300) |
| - Other current operating liabilities | (162,830) | (141,723) |
| - Other current non-operating liabilities | (76,754) | (78,376) |
| Working capital requirement | 22,477 | 24,200 |
| EBITDA (in € thousands) |
June 2022 | June 2021 |
|---|---|---|
| Income from operating activities | 17,108 | 8,959 |
| Depreciation and amortisation of intangible assets, property, plant and equipment and investment property |
10,647 | 10,404 |
| Consolidated EBITDA | 27,755 | 19,363 |
The capital employed from the real estate development segment has been computed using the consolidated statement of financial position per segment :
| Capital employed (in € thousands) |
June 2022 | December 2021 |
|---|---|---|
| Equity - real estate development segment | 108,186 | 104,362 |
| Net financial debt - real estate development segment | 66,116 | 86,047 |
| Capital employed | 174,302 | 190,409 |
Article 12, paragraph 2, 3° of the Royal Decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market)
We certify, in the name and on behalf of Compagnie d'Entreprises CFE SA and on that company's responsibility, that, to our knowledge,
| Name: | Fabien De Jonge *Acting on behalf of a BV/SRL |
Raymund Trost *Acting on behalf of a BV/SRL |
|---|---|---|
| Position: | Chief Financial Officer. | Chief Executive Officer and Chairman of the Executive Committee. |
Date : 25 August 2022
| Company name : | Compagnie d'Entreprises CFE |
|---|---|
| Head office : | avenue Herrmann-Debroux 42, 1160 Brussels |
| Telephone : | + 32 2 661 12 11 |
| Legal form : | public limited company (société anonyme) |
| Incorporated under Belgian law | |
| Date of incorporation : | 21 June 1880 |
| Duration : | indefinite |
| Accounting period : | from 1 January to 31 December |
| Trade Register entry : | RPM Bruxelles 0400 464 795 – VAT 400.464.795 |
| Place where legal documentation can be consulted : | head office |
We have reviewed the accompanying consolidated statement of financial position of Compagnie d'Entreprises CFE NV/SA as at 30 June 2022, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six-month period then ended, and notes ("the consolidated condensed interim financial information"). The board of directors is responsible for the preparation and presentation of this consolidated condensed interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated condensed interim financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial information as at 30 June 2022 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Diegem, 30 August 2022
EY Bedrijfsrevisoren BV/EY Réviseurs d'Entreprises SRL Statutory auditor represented by
Marnix Van Dooren Patrick Rottiers Partner Partner *Acting on behalf of a BV/SRL *Acting on behalf of a BV/SRL
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