Annual Report • Mar 1, 2023
Annual Report
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Consolidated financial statements for the 2022 period
(Prepared under International Financial Reporting Standards as adopted by the European Union)
| (1) | NATURE, ACTIVITIES AND COMPOSITION OF THE GROUP | 10 | |
|---|---|---|---|
| (2) | BASIS OF PRESENTATION | 13 | |
| (a) | Regulatory framework for financial reporting | 13 | |
| (b) | Functional and presentation currency | 13 | |
| (c) | Comparison of information | 13 | |
| (d) | Relevant accounting estimates, assumptions and judgements used when applying accounting principles |
14 | |
| (e) | Standards and interpretations adopted since 1 January 2020 | 14 | |
| (f) | Standards and interpretations issued but not effective at 1 January 2020 | 15 | |
| (g) | Impact of COVID 19 on the financial statements | 16 | |
| (h) | Impact of the invasion of Ukraine on the financial statements | 17 | |
| (3) | DISTRIBUTION OF PROFITS | 18 | |
| (4) | CONSOLIDATION PRINCIPLES | 19 | |
| (a) | Subsidiaries | 19 | |
| (b) | Joint Ventures | 19 | |
| (c) | Business combinations | 20 | |
| (d) | Homogenisation of items | 20 | |
| (e) | Scope of consolidation | 20 | |
| (f) | Changes to the composition of the Group | 25 | |
| (5) | ACCOUNTING PRINCIPLES | 25 | |
| (a) | Investment property and intangible assets | 25 | |
| (b) | Leases | 26 | |
| (c) | Financial instruments | 27 | |
| (d) | Valuation techniques and assumptions applicable to fair value measurement | 29 | |
| (e) | Treasury shares of the Parent Company | 30 | |
| (f) | Distributions to shareholders | 30 | |
| (g) | Cash and cash equivalents | 30 | |
| (h) | Employee benefits | 30 | |
| (i) | Payments based on shares | 30 | |
| (j) | Provisions | 31 | |
| (k) | Recognition of income | 31 | |
| (l) | Lease of investment property to third parties | 32 | |
| (m) | Profit and loss from the disposal of investment property | 32 | |
| (n) | Income tax | 32 | |
| (o) | Segment reporting | 34 | |
| (p) | Classification of assets and liabilities as current and non-current | 34 | |
| (q) | Environmental information | 34 | |
| (r) | Statement of cash flows | 34 |
| (s) | Non-current assets held for sale and liabilities connected to non-current assets | 35 | |
|---|---|---|---|
| held for sale | |||
| (6) | SEGMENT REPORTING | 3 | |
| (a) | Operating segments | 36 | |
| (b) | Geographical segments | 37 | |
| (7) | INVESTMENT PROPERTY | 38 | |
| (8) | OPERATING LEASES - LESSOR |
45 | |
| (9) | NON-CURRENT ASSETS HELD FOR SALE AND LIABILITIES | 47 | |
| CONNECTED TO ASSETS HELD FOR SALE | |||
| (10) | FINANCIAL ASSETS BY CATEGORY | 49 | |
| (a) | Classification of financial assets by category | 49 | |
| (b) | Classification of financial assets by maturity | 50 | |
| (11) | TRADE AND OTHER RECEIVABLES | 52 | |
| (a) | Impairment | 52 | |
| (12) | CASH AND CASH EQUIVALENTS | 53 | |
| (13) | NET EQUITY | 54 | |
| (a) | Capital | 54 | |
| (b) | Issue premium | 55 | |
| (c) | Other reserves | 55 | |
| (d) | Valuation adjustments | 56 | |
| (e) | Treasury shares | 57 | |
| (f) | Dividends paid and issue premiums returned | 58 | |
| (14) | EARNINGS PER SHARE | 58 | |
| (i) | Basic | 58 | |
| (ii) | Diluted | 59 | |
| (15) | FINANCIAL LIABILITIES BY CATEGORIES | 60 | |
| (a) | Classification of financial liabilities by categories | 60 | |
| (b) | Classification of financial liabilities by maturity | 61 | |
| (16) | FINANCIAL LIABILITIES FROM BORROWINGS | 62 | |
| (a) | Main characteristics of debt from bonds | 62 | |
| (b) | Main characteristics of bank borrowings | 65 | |
| (c) | Movements of cash under financial liabilities from borrowings | 66 | |
| (17) | OTHER NON-CURRENT FINANCIAL LIABILITIES | 67 | |
| (18) | TRADE AND OTHER PAYABLES | 67 | |
| (19) | INFORMATION ON THE AVERAGE PAYMENT PERIOD TO SUPPLIERS | 68 | |
| (20) | PUBLIC ENTITIES AND TAXATION | 70 | |
| (a) | Balances with Public Entities | 70 | |
| (b) | Reconciliation of accounting profit and taxable income | 70 | |
| (c) | Reconciliation of accounting profit and Corporate Income Tax expense | 72 | |
| (d) | Periods pending verification and inspections | 73 | |
| (e) | Reporting requirements for SOCIMIs pursuant to Law 11/2009 amended by Law | 75 | |
| 16/2012 | |||
| (21) | RISK MANAGEMENT POLICY | 76 | |
| (a) | Financial risk factors | 76 |
| (22) | REVENUE | 84 |
|---|---|---|
| (23) | OTHER OPERATING EXPENSES | 85 |
| (24) | FINANCIAL PROFIT/(LOSS) | 86 |
| (25) | EMPLOYEE BENEFITS EXPENSE | 86 |
| (26) | PROFIT/(LOSS) FOR THE PERIOD | 87 |
| (27) | RELATED PARTY BALANCES AND TRANSACTIONS | 88 |
| (a) | Related party transactions and balances | 88 |
| (b) | Information on the Parent Company's Board of Directors and Senior Management personnel of the Group |
89 |
| (c) | Transactions other than ordinary business or under terms differing from market conditions carried out by the Directors |
90 |
| (d) | Investments and positions held by the Directors and their related parties in other companies |
90 |
| (28) | EMPLOYEE INFORMATION | 91 |
| (29) | AUDIT FEES | 92 |
| (30) | EVENTS AFTER THE REPORTING PERIOD | 93 |
| (31) | EXPLANATION ADDED FOR TRANSLATION TO ENGLISH | 93 |
(Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Note 2). In the event of a discrepancy, the Spanish-language version prevails)
| Assets | Note | 31.12.2022 | 31.12.2021 | |
|---|---|---|---|---|
| Intangible fixed assets | 1 | 2 | ||
| Investment property | 7 | 1,199,898 | 1,423,848 | |
| Equity-accounted investees | 1,450 | 1,477 | ||
| Non-current financial assets | 10 | 11,868 | 14,422 | |
| Trade and other long-term receivables | 5,615 10,11 |
11,586 | ||
| Total non-current assets | 1,218,832 | 1,451,335 | ||
| Non-current assets held for sale | 9 | 287,964 | — | |
| Trade and other receivables | 10,11 | 11,744 | 25,452 | |
| Other current financial assets | 10 | 3 | 3,944 | |
| Other current assets | 2,594 | 3,752 | ||
| Cash and cash equivalents | 12 | 197,141 | 313,199 | |
| Total current assets | 499,446 | 346,347 | ||
| Total assets | 1,718,278 | 1,797,682 |
The accompanying Notes 1 to 31 and Appendix I form an integral part of the consolidated statement of financial position at 31 December 2022.
(Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Note 2). In the event of a discrepancy, the Spanish-language version prevails)
| Net Equity and Liabilities | Note | 31.12.2022 | 31.12.2021 |
|---|---|---|---|
| Capital | 13 | 167,386 | 167,386 |
| Issue premium | 13 | 452,924 | 466,176 |
| Other reserves and other contributions | 13 | 205,773 | 196,903 |
| Retained earnings | 13,14 | 72,921 | 25,782 |
| Treasury shares | 13 | (250) | (860) |
| Total net equity | 898,754 | 855,387 | |
| Financial liabilities from issue of bonds and other | |||
| marketable securities | 15,16a | 694,434 | 693,647 |
| Bank borrowings | 15,16b | 69,936 | 69,921 |
| Deferred tax liabilities | 20 | 15,578 | 15,578 |
| Other non-current liabilities | 15.17 | 17,480 | 20,716 |
| Total non-current liabilities | 797,428 | 799,862 | |
| Liabilities connected to non-current assets held for sale | 9 | 5,738 | — |
| Financial liabilities from issue of bonds and other | |||
| marketable securities | 15,16a | 3,985 | 129,702 |
| Bank borrowings | 15,16b | 185 | 185 |
| Other financial liabilities | 15 | 12 | — |
| Trade and other payables | 15,18 | 12,176 | 12,546 |
| Total current liabilities | 22,096 | 142,433 | |
| Total net equity and liabilities | 1,718,278 | 1,797,682 |
The accompanying Notes 1 to 31 and Appendix I form an integral part of the consolidated statement of financial position at 31 December 2022.
(Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Note 2). In the event of a discrepancy, the Spanish-language version prevails)
| Consolidated Statement of Comprehensive Income | Note | 2022 | 2021 |
|---|---|---|---|
| Revenue | 6,22 | 80,228 | 76,271 |
| Other income | 3,363 | 2,836 | |
| Employee benefit expenses | 25 | (928) | (592) |
| Other operating expenses | 23 | (22,639) | (27,888) |
| Changes in the fair value of investment property | 7,9 | 32,575 | (1,305) |
| Profit and loss from the disposal of investment property | 4f | — | 64 |
| Operating profit/(loss) | 92,599 | 49,386 | |
| Financial income | 24 | 886 | 7 |
| Financial expenses | 24 | (16,201) | (26,691) |
| Impairment and gains/(losses) due to disposal of financial instruments |
— | (402) | |
| Changes in the fair value of financial instruments | 12,16c, 24 | (4,336) | 1,465 |
| Share in profit (loss) for the period of equity-accounted investees |
(27) | 395 | |
| Profit for the period from continuing operations | 72,921 | 24,160 | |
| Tax on profits | 20 | — | 1,622 |
| Profit for the period | 72,921 | 25,782 | |
| Basic earnings per share (in Euros) | 14 | 0.87 | 0.31 |
| Diluted earnings per share (in Euros) | 14 | 0.87 | 0.31 |
| Consolidated Statement of Comprehensive Income | 2022 | 2021 | |
| Profit for the period (I) | 26 | 72,921 | 25,782 |
| Other Comprehensive Income Directly Recognised in Net Equity (II) |
13d | — | 223 |
| Other amounts transferred to the income statement (III) | 13d | — | 1,387 |
| Total Comprehensive Income (I+II+III) | 72,921 | 27,392 |
The accompanying Notes 1 to 31 and Appendix I form an integral part of the Consolidated Statement of Comprehensive Income for the period ended 31 December 2022.
(Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Note 2). In the event of a discrepancy, the Spanish-language version prevails)
| Capital | Issue premium |
Other reserves | Other contributions |
Retained earnings |
Treasury shares |
Valuation adjustments (Note 13d) |
Total net equity | |
|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2020 | 175,267 | 475,130 | 280,765 | 240 | (53,668) | (16,474) | (1,610) | 859,650 |
| Total income and expenses recognised in the period | — | — | — | — | 25,782 | — | 1,610 | 27,392 |
| Transactions with shareholders or owners: | ||||||||
| Capital decreases | (7,881) | — | (12,882) | — | — | 20,763 | — | — |
| Distribution of profit: | ||||||||
| To reserves | — | — | (71,172) | — | 71,172 | — | — | — |
| To dividends | — | — | — | — | (17,504) | — | — | (17,504) |
| Return of the issue premium (Notes 13b and e) | — | (8,954) | — | — | — | — | — | (8,954) |
| Treasury shares (Note 13e) | — | — | (46) | — | — | (5,149) | — | (5,195) |
| Other operations | — | — | (2) | — | — | — | — | (2) |
| Balance at 31 December 2021 | 167,386 | 466,176 | 196,663 | 240 | 25,782 | (860) | — | 855,387 |
| Total income and expenses recognised in the period | — | — | — | — | 72,921 | — | — | 72,921 |
| Transactions with shareholders or owners: | ||||||||
| Distribution of profit: | ||||||||
| To reserves | — | — | 9,069 | — | (9,069) | — | — | — |
| To dividends (Note 13f) | — | — | — | — | (16,713) | — | — | (16,713) |
| Return of the issue premium (Notes 13b and e) | — | (13,252) | — | — | — | — | — | (13,252) |
| Treasury shares (Note 13e) | — | — | (199) | — | — | 610 | — | 411 |
| Balance at 31 December 2022 | 167,386 | 452,924 | 205,533 | 240 | 72,921 | (250) | — | 898,754 |
The accompanying Notes 1 to 31 and Appendix I form an integral part of the Consolidated Statement of Changes in Net Equity for the period ended 31 December 2022.
(Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Note 2). In the event of a discrepancy, the Spanish-language version prevails)
| Notes | 2022 | 2021 | |
|---|---|---|---|
| A) Cash flows from/(used in) operating activities | 59,292 | 32,069 | |
| Profit/(loss) for the year before tax | 72,921 | 24,160 | |
| Adjustments of the profit/(loss) | (12,255) | 27,909 | |
| Profits/(Losses) from adjustments to the fair value of investment property | 7.9 | (32,575) | 1,305 |
| Impairment adjustments to commercial transactions | 23 | 642 | 1,442 |
| Impairment adjustments to financial instruments | 12 | — | 402 |
| Financial income | 24 | (886) | (7) |
| Financial expenses | 24 | 16,201 | 26,691 |
| Changes in the fair value of financial instruments | 12,24 | 4,336 | (1,465) |
| Share in profits/(losses) in associates' periods | 27 | (395) | |
| Profit/(loss) from the disposal of investment property | 7 | — | (64) |
| Changes in working capital | 15,366 | 693 | |
| Trade and other receivables | 17,775 | 8,011 | |
| Other current assets | (3,106) | — | |
| Other current and non-current assets and liabilities | (134) | (1,523) | |
| Trade and other payables | 815 | (5,795) | |
| Other current liabilities | 16 | — | |
| Other cash flows from operating activities | (16,740) | (20,693) | |
| Interest payments | 16 | (17,399) | (20,693) |
| Interest collections | 659 | — | |
| B) Cash flows from/(used in) investing activities | (16,775) | 47,469 | |
| Investment payments | (16,775) | (12,108) | |
| Investment property | 7 | (16,775) | (8,533) |
| Other financial assets | — | (3,575) | |
| Proceeds from sales on investments and dividends | — | 59,577 | |
| Disposal of investment property | 9 | — | 59,577 |
| C) Cash flows from/(used in) financing activities | (152,254) | 97,007 | |
| Amounts receivable and payable for equity instruments | 411 | (5,149) | |
| Acquisition/disposal of equity instruments | 13e | 411 | (5,149) |
| Proceeds and payments from financial liability instruments | (122,700) | 128,613 | |
| Issue of | |||
| Debentures and other marketable debt securities | 16 | — | 693,186 |
| Debts with credit institutions | 16 | — | — |
| Return and amortization of | |||
| Debentures and other marketable debt securities | 16 | (122,700) | (17,300) |
| Debts with credit institutions | 16 | — | (547,273) |
| Dividend payments and remunerations on other equity instruments | |||
| Dividend payments | 13f | (29,965) | (26,457) |
| D) Cash and cash equivalents in non-current assets held for sale | 9 | (6,321) | 2,626 |
| E) Net increase/decrease in cash and cash equivalents | (116,058) | 179,171 | |
| F) Cash and cash equivalents at the beginning of the period | 313,199 | 134,028 | |
| G) Cash and cash equivalents at the end of the period | 197,141 | 313,199 |
The accompanying Notes 1 to 31 and Appendix I form an integral part of the Consolidated Statement of Cash Flows for the period ended 31 December 2022.
Lar España Real Estate SOCIMI, S.A. (hereinafter the Parent Company or Lar España) was incorporated with limited liability under Spanish law on 17 January 2014 for an indefinite duration as Lar España Real Estate, S.A. Its name was changed to the current name on 6 February 2014.
Its registered office, as well as that of all Group companies, is located at Calle María de Molina 39, 28006 Madrid (Spain).
According to its articles of association, the Group's Parent Company's statutory activity consists of the following:
Lar España Real Estate SOCIMI, S.A. and its subsidiaries and associates (hereinafter the "Group"), whose details are reflected in Note 4e, and whose main activity is the acquisition and management of shopping centres, may invest to a lesser extent in other assets for rent or for direct sale (commercial premises, industrial premises, logistics centres, offices and residential products).
Lar España Real Estate SOCIMI, S.A. has been listed on the Spanish Stock Exchanges and Continuous Market since 5 March 2014 (Note 13).
The Parent Company and the subsidiaries thereof (except Inmobiliaria Juan Bravo 3, S.L., LE Offices Marcelo Spínola 42, S.L.U. and Lar España Inversión Logística IV, S.L.U.) are regulated by Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December and Law 11/2021 of 9 July, which governs SOCIMIS. Said law stipulates the requirements for applying the special tax system, some of which are listed below:
Asset value will be based on the average of the asset values reflected in the consolidated quarterly balance sheets for the period. To calculate this value, the Parent Company chose to replace the carrying amount of the items comprising those balance sheets with their market value, which would apply to all the balance sheets for the period. For these purposes, cash or receivables derived from transfers of these properties or investments, if any, carried out in the current period or previous periods shall not be included, provided that, in the latter case, the period for reinvestment stipulated in Article 6 of the aforementioned Law has not expired.
This will be calculated as a percentage of consolidated profit if the company is the parent of a group in accordance with the criteria established in Article 42 of the Spanish Code of Commerce, irrespective of domicile and of the obligation to draw up consolidated financial statements. This Group shall comprise solely the SOCIMIs and other entities to which Article 2.1 of the above Law refers.
For shares or investments in the entities referenced in Article 2.1 of the aforementioned Law, they should be maintained as assets on the SOCIMI's balance sheet for at least three years from their acquisition or, where applicable, from the start of the first tax period in which the special tax regime established in the above Law is applied.
The dividend must be paid within one month following the date of the agreement to distribute.
As set forth in Article 3 of Law 11/2009, of 26 October, as amended by Law 16/2012 of 27 December and Law 11/2021 of 9 July, the entity/entities of the Group shall no longer be included in the special tax regime established in said Law, and shall begin paying taxes under the general corporate income tax regime, in the same tax period in which any of the following circumstances arise:
– The failure to fulfil any other requirements stipulated in said Law in order for the entity/entities to apply the special tax regime, except where the failure to fulfil said requirement is corrected within the following period. Nevertheless, the breach of the period referenced in Article 3.3 on the maximum period for holding leased assets of said Law shall not lead to exclusion from the special tax regime.
The exclusion from the special tax regime will prevent the entity from choosing to apply the special tax regime established in said Law again, until at least three years since the end of the last tax period in which the entity was included under the special tax regime.
The accompanying consolidated financial statements for the period ended 31 December 2022 have been prepared on the basis of the accounting records of Lar España Real Estate SOCIMI, S.A. and subsidiaries in accordance with:
To present fairly the consolidated equity and consolidated financial position of Lar España Real Estate SOCIMI, S.A. and subsidiaries at 31 December 2022 and the consolidated financial performance, changes in consolidated cash flows and changes in consolidated net equity for the 2022 period, these consolidated financial statements have been prepared applying the regulations in force at 31 December 2022.
The figures disclosed in the consolidated financial statements for the period ended 31 December 2022 are expressed in thousands of Euros, which is the functional and presentation currency of the Parent Company.
(c) Comparison of information
In accordance with the international financial reporting standards adopted by the European Union, the information contained in these consolidated financial statements corresponding to the annual period ended 31 December 2021 is presented for comparative purposes together with the information related to the 2022 period.
The same main accounting criteria were applied in the 2022 and 2021 periods, such that there were no operations or transactions that were recorded using different accounting principles that could lead to discrepancies in the interpretation of the comparative figures for the two periods, except as described in Note 2e.
The information included in these consolidated financial statements is the responsibility of the Parent Company's Directors.
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Group's accounting policies to prepare its consolidated financial statements in accordance with IFRS-EU.
The following is a summary of the items requiring a greater degree of judgement or which are more complex or where the assumptions and estimates made are significant to the preparation of the consolidated financial statements.
Although estimates are calculated by the Parent Company's Directors based on the best information available at 31 December 2022, future events may require changes to these estimates in subsequent years. The effect on the consolidated financial statements of any changes arising from the adjustments to be made in subsequent periods would be recognised prospectively, in accordance with the provisions of IAS 8.
The following mandatory standards and interpretations already adopted by the European Union entered into force in 2022 and, where applicable, have been used by the Group to prepare the accompanying consolidated financial statements for the 2022 period:
The impact of the aforementioned standards and interpretations is reflected in the accompanying Consolidated Financial Statements based on the best available estimate of the Directors, and it is not significant (EUR 0.5 million).
There is no accounting policy or valuation criterion that, having a significant effect on the consolidated annual accounts, has not been applied.
At the date of approval of these Consolidated Financial Statements, the following standards and interpretations had been issued by the IASB but had not yet entered into force, either because the date on which they become effective is subsequent to the date of the Consolidated Financial Statements or because they have not yet been adopted by the European Union.
– Amendment to IAS 1 - "Disclosure of accounting policies": Amendments allowing entities to appropriately identify information on material accounting policies that must be disclosed in financial statements.
Similarly, the following published standards, amendments and interpretations were not in force in 2022 and were yet to be approved for use in the EU:
At the date of this report, the Group is evaluating the impacts that the future application of the standards with a mandatory effective date of 1 January 2023 could have on the consolidated financial statements once the standards to into effect. These impacts are not expected to be significant.
The health crisis triggered by COVID-19 has had a very limited impact on the Group's operations during 2022. Since the lifting, on 9 May 2021, of the last state of emergency, during which regional restrictions had been imposed on certain trading activities, no further activities have been curtailed by the government. Furthermore, high vaccination uptake has enabled a return to normality in all activities in the various sectors.
During 2022, the Group discontinued the commercial policies implemented in 2020 and 2021 in response to the pandemic triggered by COVID-19, to support lessees by negotiating lease payment discounts or deferrals to help them reopen their businesses and resume trading in exchange for other modifications to the contract such as term extensions, or the elimination or deferral of early cancellation options. These contractual modifications included, among others, discounts of EUR 17.7 million in 2020 and EUR 1.3 million in 2021 on accounts receivable. As the total amount of these rent concessions was accounted for on a straight-line basis over the estimated terms of the contracts, revenues in 2020, 2021 and 2022 were reduced by EUR 0.9 million, EUR 7.9 million and EUR 6.8 million, respectively, leaving EUR 3.4 million to be taken to income.
Similarly, in 2022 there was a significant drop in accounts receivable for invoices issued as deferred payments were collected and the average collection period returned to normal. Net receivables for lease invoices issued, including the balance classified as held for sale, amount to EUR 2.4 million at 31 December 2022 (EUR 12.4 million at 31 December 2021).
During 2021 Senior Management undertook restructuring of the Group's debt by carrying out two issues of unsecured green bonds for an amount of EUR 400 million in July 2021 and EUR 300 million in November 2021, thereby reducing the liquidity risk and lowering the financial cost of debt and establishing debt maturities of five years and seven years, respectively (see notes 15 and 16). Consequently, these circumstances are not considered to give rise to any liquidity risk in the short term.
In accordance with IAS 40, the Group periodically determines the fair value of investment property on the basis of valuations carried out by independent experts. Therefore, at year end, the fair value reflects the conditions of the investment property market at that date. At 31 December 2022 and 2021 these independent experts consider that the uncertainty surrounding valuations in 2020 due to the effects of COVID-19 has dissipated.
On 24 February 2022, Russia launched an invasion of Ukraine, leading to a war between these countries, the consequences of which remain uncertain at present. The Company's directors, after assessing the possible repercussions of this situation, have considered that it would not, a priori, have a direct impact on its financial statements, since all its operations are domestic, and it does not depend on any raw materials that could be affected by supply cuts.
Nevertheless, the above situation has increased uncertainty in global markets and led to a substantial rise in energy and other natural resource costs, particularly in Europe. This, in conjunction with other factors, was reflected in Spain's macroeconomic scenario in the form of higher inflation and an increase in living costs, triggering interest rate hikes by the European Central Bank in response.
The aforementioned situation and its potential indirect impacts on the Group are being monitored by Senior Management and the Directors. Lease payments are pegged to the CPI and have been revised in 2022. Activity levels at the shopping centres and business parks are tracked to identify possible downturns in footfall and/or consumer demand that might affect the tenants' affordability rates.
The independent experts engaged by Group have considered the economic situation at year end when determining the fair value of the Group's investment property. Nevertheless, the situation could be affected by rapid changes in market conditions brought about by global geopolitical and economic factors. Details of the main assumptions used in the valuations at December 2022 according to the nature of the assets, and their sensitivity to increases or decreases in the aforementioned variables are set out in note 7.
Given the reigning geopolitical uncertainty and volatility, the Directors and Senior Management of the Company continue to monitor the conflict and its consequences in order to successfully deal with any possible future impacts.
The proposal for distributing the Parent Company's profits for the 2022 period and issue premium to be presented to the General Shareholders' Meeting is the following:
| Euros | |
|---|---|
| Basis of allocation | |
| Profit for the period | 13,717,673.54 |
| Issue premium | 37,654,093.81 |
| Distribution of profit | |
| Legal reserve | 1,371,767.35 |
| Dividends | 50,000,000.00 |
The proposed profit and issue premium distribution is €0.5974 per share.
Companies in which the Group holds a majority of voting rights in the representative or decision-making bodies, or which are effectively managed by the Group, are fully consolidated; entities that are managed through joint control with third parties are accounted for using the equity method.
The financial statements of the Group companies have been consolidated using the financial statements for the period ended 31 December 2022.
Subsidiaries are entities, including structured entities, over which the Parent Company, either directly or indirectly through subsidiaries, exercises control.
The Parent Company controls a subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The parent company has power when it has substantive rights in force that give it the ability to control the relevant activities. The Parent Company is exposed, or has rights, to variable returns from its involvement with the subsidiary when the returns from its involvement have the potential to vary as a result of the subsidiary's economic performance.
The income, expenses and cash flows of subsidiaries are included in the consolidated financial statements from their acquisition date, which is the date on which the Group obtained effective control of the aforementioned subsidiaries. Subsidiaries are excluded from the scope of consolidation as of the date on which control is yielded.
Transactions and balances with Group companies and unrealised gains or losses have been eliminated upon consolidation.
The subsidiaries' accounting policies have been adapted to Group accounting policies for like transactions and other events in similar circumstances.
The annual accounts or financial statements of the subsidiaries used in the consolidation process reference the same presentation date and the same period as those of the Parent Company.
Details of the subsidiaries and relevant information thereon are presented in Appendix I to the Notes on the consolidated financial statements.
Joint ventures are understood as contractual agreements whereby two or more entities ("venturers") take part in entities (jointly controlled) or carry out operations or hold assets such that any strategic decision of a financial or operational nature that affects them requires the unanimous consent of all venturers.
In the consolidated financial statements, joint ventures are measured using the equity method, which consists of incorporating the net asset value and goodwill, if any, of the investment held in the associate into the Consolidated Statement of Financial Position item, "Equity-accounted investees". The net profit or loss for each period corresponding to the percentage of the investment in these companies is reflected in the Consolidated Statement of Comprehensive Income as "Share in profit (loss) for the period of equity-accounted investees".
Details of the joint ventures and relevant information thereon are presented in Appendix I to the Notes on the consolidated financial statements.
The Group applies the acquisition method for business combinations. The acquisition date is the date on which the Group obtains control of the acquiree. The consideration transferred is calculated as the sum of the acquisition-date fair values of the transferred assets, the liabilities incurred or assumed, and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition costs, such as professional fees, are not included in the cost of the business combination and are recognised in the Consolidated Statement of Comprehensive Income.
The contingent consideration, where applicable, is measured at the acquisition-date fair value. Any subsequent change to the fair value of the contingent consideration is recognised in the consolidated income statement, unless the change occurs within the one-year period established as the provisional accounting period, in which case it is reflected as a change in goodwill.
Goodwill is calculated as the difference between the sum of the consideration transferred, plus non-controlling interests, plus the fair value of any previously held investment in the acquiree, less the acquiree's identifiable net assets.
Should the acquisition cost of identifiable net assets be below their fair value, the lesser amount shall be recognised in the Consolidated Statement of Comprehensive Income for the period.
The Parent Company's valuation principles and standards have been applied to all companies of the consolidated Group, in order to present the different items in the consolidated financial statements in a standardised format. Therefore, in general, uniform valuation standards have been applied.
In 2022, the same date has been used for the closing date of the financial statements of all the companies included in the scope of consolidation to match that of the Parent Company.
The companies included in the consolidated Group and the consolidation method used at 31 December 2022 and 31 December 2021 are as follows:
| 2022 Period | ||||
|---|---|---|---|---|
| Company | Incorporation | Activity | % Shareholding | Consolidation method |
| Inmobiliaria Juan Bravo 3, S.L. (i) | On acquisition | Property development | 50% | Stake |
| LE Logistic Alovera I y II, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Logistic Alovera III y IV, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Logistic Almussafes, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hiper Ondara, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Offices Joan Miró 21, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Vidanova Parc, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Galaria, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Villaverde, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Alisal, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail As Termas, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Offices Eloy Gonzalo 27, S.A.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hiper Albacenter, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail El Rosal, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Lagoh, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Sagunto II, S.L.U. | Incorporation | The acquisition and development of properties |
100% | Full consolidation |
| LE Retail Vistahermosa, S.L.U. | Incorporation | for lease Leasing of property |
100% | Full consolidation |
| Lar España Inversión Logística IV, S.L.U. | Incorporation | The acquisition and development of properties |
100% | Full consolidation |
| LE Retail Anec Blau, S.L.U. | Incorporation | for lease Leasing of property |
100% | Full consolidation |
| LE Retail Albacenter, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Txingudi, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Las Huertas, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Offices Marcelo Spínola 42, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| Company | Incorporation | Activity | % Shareholding | Consolidation method |
|---|---|---|---|---|
| LE Retail Gran Vía de Vigo, S.A.U. |
On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Abadía, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Rivas, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Córdoba Sur, S.L.U. | On acquisition | The acquisition and development of properties |
100% | Full consolidation |
for lease
2021 Period
| Company | Incorporation | Activity | % Shareholding | Consolidation method |
|---|---|---|---|---|
| Inmobiliaria Juan Bravo 3, S.L. (i) | On acquisition | Property development | 50% | Stake |
| LE Logistic Alovera I y II, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Logistic Alovera III y IV, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Logistic Almussafes, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hiper Ondara, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Offices Joan Miró 21, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Vidanova Parc, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Galaria, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Villaverde, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Alisal, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail As Termas, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Offices Eloy Gonzalo 27, S.A.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hiper Albacenter, S.A.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail El Rosal, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Lagoh, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Sagunto II, S.L.U. | Incorporation | The acquisition and development of properties for lease |
100% | Full consolidation |
| LE Retail Vistahermosa, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| Lar España Inversión Logística IV, S.L.U. | Incorporation | The acquisition and development of properties for lease |
100% | Full consolidation |
| LE Retail Anec Blau, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| Company | Incorporation | Activity | % Shareholding | Consolidation method |
|---|---|---|---|---|
| LE Retail Albacenter, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Txingudi, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Las Huertas, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Offices Marcelo Spínola 42, S.L.U. | Incorporation | Leasing of property | 100% | Full consolidation |
| LE Retail Gran Vía de Vigo, S.A.U. |
On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Abadía, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hipermercados I, S.L.U. (*) | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hipermercados II, S.L.U. (*) | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Hipermercados III, S.L.U. (*) | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Rivas, S.L.U. | On acquisition | Leasing of property | 100% | Full consolidation |
| LE Retail Córdoba Sur, S.L.U. | On acquisition | The acquisition and development of properties for lease |
100% | Full consolidation |
(i) Inmobiliaria Juan Bravo 3, S.L. is included in the consolidated financial statements using the equity method, in accordance with IFRS 11, because, as stipulated in the articles of association and shareholder agreements, it is jointly controlled by Lar España Real Estate SOCIMI, S.A. and LVS II LUX XIII, S.a.r.l.
* On 23 February 2021, 100% of the shares of LE Retail Hipermercados I, S.L.U., LE Retail Hipermercados II, S.L.U. and LE Retail Hipermercados III, S.L.U. were sold.
In Note 4e and Appendix I of these consolidated financial statements, relevant information is provided regarding the Group companies that were fully consolidated and those that were included using the equity method.
There were no changes to the composition of the Group in the 2022 period. The following changes in the composition of the Group took place in 2021:
On 23 February 2021 100% of the shares in the companies LE Retail Hipermercados I, S.L.U., LE Retail Hipermercados II, S.L.U. and LE Retail Hipermercados III, S.L.U. were sold to the company Igcel Investments, S.L. for the joint amount of EUR 59,577 thousand. After said sale these companies ceased to form part of the Group.
The impact on the Group's 2021 consolidated financial statements following the sale of these companies was a decrease in net assets of EUR 59,513 thousand which, after the consideration received of EUR 59,577 thousand and associated costs of EUR 558 thousand, generated a gain on the disposal of investment property of EUR 64 thousand in the Consolidated Statement of Comprehensive Income.
Investment property is property, including that which is under construction or being developed for future use as investment property, which is earmarked totally or partially to earn income or for capital appreciation or both, rather than for use in the production or supply of goods or services, for administrative purposes within the Group or for sale in the ordinary course of business.
Assets classified as investment property are in operation and occupied by various tenants. These properties are intended for lease to third parties. The Directors of the Parent Company, at the date these financial statements were prepared, do not consider the disposal of these assets in the upcoming year to be very likely and have therefore decided to maintain these assets in the Consolidated Statement of Financial Position as investment property, except those indicated in Note 9 of this report.
Investment property is presented at fair value at the reporting date and is not depreciated. Profits or losses derived from changes in the fair value of the investment property are recognised when they arise.
Execution and finance costs are capitalised during the period in which the works are carried out. When the asset enters into service it is recognised at fair value.
When determining the fair value of its investment property, the Group commissions independent appraisers to appraise all of its assets at least on 30 June and 31 December of each period. Buildings are appraised individually, taking into consideration each of the lease contracts in force at the appraisal date. Buildings with areas that have not been rented out are appraised on the basis of estimated future rent, minus a marketing period.
As a general rule, intangible assets are initially valued at their purchase price or cost of production. The value of these assets is subsequently reduced by the corresponding accumulated amortisation and, where appropriate, impairment losses. These assets are depreciated over their useful lives.
The Group classifies leases as finance leases when substantially all the risks and rewards incidental to ownership of the leased asset are transferred to the tenant under the terms and conditions of the lease, otherwise they are classified as operating leases. The Group has not engaged in any finance lease transactions.
Lessor's accounting
Assets leased to third parties under operating lease contracts are presented according to their nature.
Operating lease income, net of incentives granted, is recognised as income on a straightline basis over the lease term.
In relation to the rent concession agreements granted in the context of the COVID-19 pandemic, in the event such waivers comprise additional changes to the contract (as an extension of the duration thereof) the lease modification requirements in IFRS 16 have been considered applicable. Therefore, these waivers are recognised on a straight-line basis throughout the lease agreements, reducing gross income recorded under "Revenues" on the adjoined Consolidated Statement of Comprehensive Income.
Contingent lease payments are recognised as income when it is probable that they will be received, which is generally when the conditions agreed in the contract arise.
Financial instruments are recognised when the Group becomes an obligated party to the agreement or legal business pursuant to the provisions of said contract. These financial instruments are classified at initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the economic substance of the contractual arrangement and the definitions of a financial asset, a financial liability and an equity instrument in IAS 32 "Financial Instruments: Introduction". The Group reclassifies financial assets when its business model for managing said assets changes. The Group does not reclassify financial liabilities.
At 31 December 2022, the Group mainly had the following financial assets and liabilities: security deposits, receivables, cash, financial debt, and payables. All financial assets and liabilities are measured at amortised cost.
The Group classifies loans and receivables, as well as financial liabilities (including trade and other payables) as financial assets and liabilities at amortised cost.
This item comprises non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They mainly comprise security deposits received from tenants and placed with public bodies, or bank deposits and accrued interest receivable on the deposits. These assets are classified as current unless they mature more than twelve months after the reporting date, in which case they are classified as noncurrent. Loans and receivables generated in exchange for cash deliveries or commercial transactions are included under "Financial assets with associates" and "Trade and other receivables" in the Consolidated Statement of Financial Position, and the security deposits and guarantees are shown under "Non-current financial assets" or "Other current financial assets", according to when they mature.
These financial assets and liabilities at amortised cost are initially recognised by their fair value, with the addition or subtraction of any directly attributable transaction costs incurred, and they are subsequently measured at amortised cost, using the effective interest rate method.
The Group recognises a value adjustment for expected credit losses for financial assets measured at amortised cost under profit and loss.
To assess the value adjustment for receivables from leases, the Group uses the simplified approach covered in IFRS 9, pursuant to the terms specified at the end of this section. For the rest of financial assets, on each closing date the Group measures the value adjustment as equal to the credit losses expected to arise in the following twelve months, even when the non-payment risk thereof has not significantly increased.
Expected credit losses are the difference between contracted cash flows and expected cash flows, in terms of both amount and time.
If the financial asset is secured by collateral, impairment is determined based on the present value of the cash flows that could be generated from the foreclosure of the asset, less foreclosing and sale costs, discounted at the original effective interest rate. If the financial asset is not secured by collateral, the Group applies the same criteria when the foreclosure is considered probable.
The Group considers cash and cash equivalents to have low credit risk given the credit ratings of the credit institutions in which cash and security deposits are placed.
The Group calculates expected credit losses for trade debt over the lives of the financial assets based on aggregate data, as these assets exclusively comprise receivables from leases, and individual data. Expected credit losses are estimated based on all receivables that remain outstanding after 90 days, based on historical and projected information that is reasonably available.
After balances mature and are outstanding for more than 90 days, the non-payment risk of trade receivables is considered to have increased significantly, such that the balances held are impaired, less any security deposits, deposits or sureties received by virtue of the lease agreement.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Group has substantially transferred all the risks and benefits of ownership thereof.
The Group derecognises all or part of a financial liability when it either discharges the liability by paying the creditor or is legally released from primary responsibility for the liability, either by process of law or by the creditor.
The exchange of debt instruments between the Group and the counterparty or substantial modifications of initially recognised liabilities are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability, provided the instruments have substantially different terms.
The Group considers the terms substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability.
If the exchange is accounted for as an extinguishment of the financial liability, any costs or fees incurred are recognised as part of the profits/(losses) on the extinguishment. If the exchange is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are depreciated over the remaining term of the modified liability.
A financial asset and a financial liability are offset only when the Group currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Fair values of financial assets and liabilities are determined as follows:
The fair values of financial assets and liabilities with standard terms and conditions that are traded on active markets and cash are determined by referencing the prices listed on the market.
The fair value of other financial assets and liabilities (excluding derivative instruments) are determined according to the valuation models generally accepted on the cash flow discount basis using prices of observable market transactions and contributor quotes for similar instruments.
The financial instruments and other assets and liabilities measured subsequent to their initial recognition at fair value are classified under levels 1-3, based on the degree to which the fair value is observable.
At 31 December 2022 the Group has no financial assets and liabilities measured at fair value.
Additionally, Note 7 includes information regarding the determination of the fair value of investment property, pursuant to measurement techniques described in said note.
The Group's acquisition of equity instruments of the Parent Company is recognised separately at cost of acquisition in the Consolidated Statement of Financial Position as a reduction in net equity, irrespective of the reason for the purchase. Any gains or losses in transactions with own equity instruments are not recognised.
The subsequent depreciation of the equity instruments of the Parent Company entails a capital decrease equivalent to the par value of the shares. Any positive or negative difference between the purchase price and the par value of the shares is debited or credited to reserve accounts.
Transaction costs related to own equity instruments are accounted for as a reduction in net equity.
Dividends are effective and recognised as decreased net equity when approved by the General Shareholders' Meeting.
The Parent Company files taxes under the special regime for SOCIMIs. Pursuant to Article 6 of Law 11/2009, of 26 October 2009, amended by Law 16/2012, of 27 December and Law 11/2021, of 9 July, SOCIMIs adopting the special tax regime are required to distribute profit for the period as dividends to shareholders after settling all corresponding trading obligations, as per the terms in Note 1. The dividend distribution must be agreed within six months after each period end and the dividend paid within one month from the date of the agreement.
Cash and cash equivalents include cash on hand and demand bank deposits in financial institutions. This category also includes other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.
Short-term employee benefits are employee benefits, other than termination benefits, for which the Group recognises the expected cost of profit-sharing or employee incentive plans when there is a present legal or constructive obligation as a result of past events and a reliable estimate can be made of the value of the obligation.
The Group recognises, on one hand, goods and services received as an asset or an expense, according to the nature thereof, when same is received, and on the other, the corresponding liability if the transaction is settled with an amount that is based on the value of the equity instruments.
In preparing the financial statements, the Parent Company's Directors differentiate between the following:
(i) Provisions: balances payable covering present obligations arising from past events, the cancellation of which is likely to cause an outflow of resources but are uncertain as to amount and/or time of cancellation.
(ii) Contingent liabilities: possible obligations that arise from past events and whose future existence depends on the occurrence or non-occurrence of one or more future events not under the control of the Company.
The consolidated financial statements include all the relevant provisions that are more likely than not to entail an obligation. Unless they are considered remote, contingent liabilities are not recognised in the consolidated financial statements, rather information on same is provided in the notes to the report.
Provisions are measured at the present value of the best possible estimate of the amount that will be required to settle or transfer the liability, taking into account the information available on the event and the consequences thereof; the adjustments that arise due to updating said provisions are recognised as financial expenses as they accrue.
The compensation to be received from a third party when an obligation is settled is recognised as an asset, provided it is certain that reimbursement will be received, unless part of the risk has been contractually externalised so that the Group is not liable. In this case, the compensation will be taken into consideration when estimating the amount of any relevant provisions.
Revenue from leases is recognised at the fair value of the consideration received or receivable therefrom.
Discounted and waived rent is recognised as decreased income by allocating the total amount of rent waived during the rent-free period or of the allowance on a straight-line basis over estimated length of the contract term. Specifically, rent concession agreements granted in the context of the COVID-19 pandemic, in the event such allowances comprise additional changes to the lease contract (as an extension of the duration thereof), the lease modification requirements in IFRS 16 are considered applicable and lease payments are recognised on a straight-line basis. In the event of changes in the estimated length of the contract term due to early lease contract termination or the sale of the property, the rent waiver or discount would be recognised in the last period prior to the contract termination or sale of the asset.
The principal activity of the companies that form the Group mainly comprise the acquisition and lease of shopping centres and business parks. However, they may invest on a smaller scale in other assets for rent or for direct sale (commercial premises, office buildings, logistics bays, logistics centres and/or residential products). Group revenues originate from the lease of these investment properties to third parties.
Revenue derived from the lease of investment properties are recognised by taking into account the degree to which the provision has been completed at the reporting date when the outcome of the transaction can be reliably estimated. The Group companies recognise revenue from leases on a monthly basis in accordance with the terms and amounts agreed in the different agreements with their tenants. This revenue is recognised only when it can be measured reliably and it is probable that the economic benefits derived from the lease will be received.
When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognised only to the extent that the recognised expenses are recoverable.
Invoices issued to tenants include rebilled communal expenses (shared utility costs, services related to the management of the property, taxes, etc.). Said amount is reflected in accordance with the nature thereof and pursuant to the terms of paragraph B36 of IFRS 15, offsetting the expense for said items under "Other operating expenses" on the adjoined Consolidated Statement of Comprehensive Income, given that the Company is acting as an agent on behalf of its tenants, as it does not control the services supplied to the tenants.
The Group regularly assesses whether any service provision contracts are onerous and, where applicable, recognises the necessary provisions.
(m) Profit and loss from the disposal of investment property
Profits and losses resulting from the disposal of investment property are recognised based on the accrual criterion, i.e. when the actual flow of goods covered in the transaction occurs, regardless of when the financial or cash flow arising therefrom occurs. Said profits and losses are measured at the fair value of the consideration received, less any sales costs, as compared to the carrying amount of the delivered asset.
The recognition of revenue from sales takes place when the material risks and benefits inherent to owning said sold property asset have substantially been transferred to the buyer, where the daily management and effective control over said asset are not retained.
The income tax expense or income includes the part related to the current income tax expense or tax income and the portion corresponding to the deferred tax expense or income.
The current tax is the amount that the Group pays as a consequence of the fiscal settlements of the income tax corresponding to a period. Deductions and other tax relief applicable to payable taxes, excluding withholdings and payments on account, and tax loss carryforwards applied in the current reporting period are accounted for as a reduction in current tax.
Deferred tax income or expenses corresponds to the recognition and cancellation of deferred tax assets and liabilities. These include temporary differences that are identified as those amounts that are expected to be payable or recoverable, arising from differences between the carrying amounts of assets and liabilities and their tax bases, and the tax loss carry forwards of compensation and credits for tax relief not fiscally applied. These amounts are recognised by applying the temporary difference or deduction corresponding to the tax rate at which they are expected to be recovered or settled.
The Group companies subject to the general corporate income tax regime are Inmobiliaria Juan Bravo 3, S.L. (included using the equity method), LE Offices Marcelo Spínola 42, S.L.U. and Lar España Inversión Logística IV, S.L.U.
The Parent Company and the subsidiaries (with the exception of Inmobiliaria Juan Bravo 3, S.L., LE Offices Marcelo Spínola 42, S.L. and LAR España Inversión Logística IV, S.L.) file tax returns under the special regime for SOCIMIs. This tax regime, following the amendment introduced by Law 16/2012, of 27 December and Law 11/2021 of 9 July, is based on paying a corporate income tax rate of 0%, provided certain requirements are met (Note 1).
Pursuant to Article 9 of Law 11/2009 of 26 October, amended by Law 16/2012 of 27 December and Law 11/2021 of 9 July, governing SOCIMIs, the entity shall be subject to a special tax rate of 19% on the total amount of dividends or shares in profits distributed among shareholders with an interest in the entity exceeding 5% when such dividends are tax-exempt or are taxed at a rate of less than 10% at the shareholders' seat of economic activity. Where applicable, this special tax must be paid by the SOCIMI within two months of the dividend distribution date. The Group has established a procedure ensuring that shareholders confirm their tax status and, where applicable, 19% of the amount of the dividend distributed to the shareholders that do not meet the aforementioned tax requirements is withheld.
In addition, Law 11/2021, of 9 July, on measures for preventing tax fraud, which transposed Directive (EU) 2016/1164, modified Article 9 of Law 11/2009, of 26 October, which regulates SOCIMIs. Likewise, the entity's rental revenue that is not taxed at the general corporate income tax rate and that is not covered by a reinvestment period will be subject to a special tax of 15% on any profits obtained in the year that are not subject to distribution. Where applicable, this special tax must be paid by the SOCIMI within two months of the accrual date.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision-maker in order to make decisions about resources to be allocated to the segment and to assess its performance and for which discrete financial information is available.
The Group classifies assets and liabilities in the Consolidated Statement of Financial Position as current and non-current. To this end, assets and liabilities are classified as current if they meet the following criteria:
The Group takes measures to prevent, reduce and repair any damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as operating expenses in the period in which they are incurred. However, due to its nature, the Group's activity does not have a significant impact on the environment.
The Statement of Cash Flows has been prepared using the indirect method and the following expressions and definitions:
Investing activities: the acquisition, sale or other disposal of long-term assets and other investments not included in cash and cash equivalents.
Financing activities: activities that result in changes in the size and composition of net assets and liabilities that are not part of operating activities.
The Group classifies a non-current asset or a disposal group, as well as directly connected liabilities, as being held for sale when a decision has been made to sell same and such sale is expected to happen within the next twelve months.
These assets or disposal groups are measured at their carrying amount or fair value after deducting the necessary sales costs, whichever is less, with the exception of the investment property that is accounted for in accordance with the fair value model of IAS 40.
Assets classified as non-current and held for sale are not depreciated, but at the date of each balance sheet the appropriate value adjustments are made so the carrying value does not exceed the fair value minus sales costs.
Revenues and expenses generated by non-current assets and disposal groups comprising elements held for sale that do not meet the requirements to be classified as discontinued operations are recognised in the Consolidated Statement of Comprehensive Income under the item that corresponds to the nature of said asset, disposal group or liability.
The Group's investment policy and operations focus on shopping centres and business parks (retail). Therefore, at 31 December 2022 and 2021, it has only one operating segment as this is the classification used to measure performance and that considered most relevant for evaluating the results of the segments compared to other groups that operate in the same line of business.
Revenue per geographical segment is presented on the basis of the location of the assets.
The table below summarises, by geographical area, the revenue of each of the Group's assets:
| Thousands of euros 31 December 2022 |
||
|---|---|---|
| Revenue | % | |
| Andalusia | 14,760 | 18.40 |
| Basque Country | 14,508 | 18.08 |
| Community of Valencia | 13,051 | 16.28 |
| Galicia | 12,808 | 15.96 |
| Castile - La Mancha | 8,610 | 10.73 |
| Castile and León | 7,269 | 9.06 |
| Catalonia | 5,826 | 7.26 |
| Autonomous Community of Madrid | 3,396 | 4.23 |
| 80,228 | 100.00 |
| Thousands of euros 31 December 2021 |
||
|---|---|---|
| Revenue | % | |
| Andalusia | 14,602 | 19.14 |
| Basque Country | 13,913 | 18.24 |
| Galicia | 12,308 | 16.14 |
| Community of Valencia | 12,576 | 16.49 |
| Castile - La Mancha | 7,747 | 10.16 |
| Castile and León | 6,305 | 8.27 |
| Catalonia | 4,884 | 6.40 |
| Autonomous Community of Madrid | 3,640 | 4.77 |
| Balearic Islands | 132 | 0.17 |
| Cantabria | 75 | 0.10 |
| Navarre | 58 | 0.08 |
| La Rioja | 31 | 0.04 |
| 76,271 | 100.00 |
The Group carries out its activity entirely in Spain.
At 31 December 2022, investment property mainly comprises, taking into account those classified as Non-Current Assets Held for Sale, 15 shopping centres and business parks, 2 hypermarkets (Portal de la Marina and Albacenter) and 2 petrol stations, as well as the corresponding land on which they are located, owned by the Group, and which is held for rental income and therefore not occupied by the Group.
Investment property is presented at fair value.
The Group has recognised the following investment property at fair value at 31 December 2022 and 31 December 2021:
| Thousands of Euros | |||
|---|---|---|---|
| Investment property | |||
| 31.12.2022 | 31.12.2021 | ||
| Shopping centres and business parks | 1,199,898 | 1,423,848 | |
| 1,199,898 | 1,423,848 |
The composition and movements that had occurred in the accounts included under the heading "Investment property" in the Group's Consolidated Statement of Financial Position at 31 December 2022 and 2021 were as follows:
| Thousands of Euros | ||
|---|---|---|
| 31.12.2022 | 31.12.2021 | |
| Balance at the beginning of the period | 1,423,848 | 1,373,480 |
| Additions for the period | 16,775 | 8,533 |
| Transfers of non-current assets held for sale (Note 5s and 9) | (273,300) | 43,140 |
| Changes in fair value | 32,575 | (1,305) |
| Balance at the end of the period | 1,199,898 | 1,423,848 |
| Fair value | 1,199,898 | 1,423,848 |
2022 Period
| Thousands of Euros | ||
|---|---|---|
| Type of asset | Company | Registrations |
| Shopping Centre | Gran Vía de Vigo (a) | 5,463 |
| Shopping Centre | Megapark (a) | 3,957 |
| Business Park | Rivas (a) | 1,633 |
| Shopping Centre | Lagoh (a) | 1,433 |
| - | Improvements to other assets and fit-outs | 4,289 |
| (b) | 16,775 |
(a) The amounts mainly correspond to renovations performed on the Gran Vía de Vigo, Megapark, Rivas and Lagoh property assets.
(b) This amount refers to improvements and fit-outs effected in the period in the rest of the assets in the Group's portfolio.
| Thousands of Euros | |||
|---|---|---|---|
| Type of asset | Company | Registrations | |
| Shopping Centre | Rivas (a) | 1,791 | |
| Shopping Centre | Gran Vía de Vigo (a) | 1,366 | |
| Business Park | Anec Blau (a) | 1,057 | |
| Shopping Centre | Abadía (a) | 819 | |
| - | Improvements to other assets and fit-outs | 3,500 | |
| (b) | 8,533 |
(a) The amounts mainly correspond to renovations performed on the Rivas, Gran Vía de Vigo, Anec Blau and Abadía property assets.
(b) This amount refers to improvements and fit-outs effected in the period in the rest of the assets in the Group's portfolio.
Investment commitments pertaining to investment property totalled EUR 1,880 thousand at 31 December 2022 (EUR 8,150 thousand at 31 December 2021).
At 31 December 2022, the business parks and shopping centres owned by the Group companies LE Retail Vidanova Parc, S.L.U., LE Retail Vistahermosa, S.L.U., LE Retail Rivas, S.L.U., LE Retail Abadía, S.L.U. and LE Retail Sagunto II, S.L.U. have been classified as "Non-current assets held for sale" (Note 9).
Following the approval of the business plan by the Board of Directors on 18 March 2021, the shopping centres owned by the Group companies LE Retail Las Huertas, S.L.U. and LE Retail Txingudi, S.L.U., which were recorded as "Non-current assets held for sale" at 31 December 2020, were reclassified to investment property, as their sale was not expected to take place in the short term.
Details of the assets measured at fair value and the hierarchy in which they are classified are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2022 (*) | ||||
| Total | Level 1 | Level 2 | Level 3 | |
| Recurrent fair value measurements | ||||
| Investment property | ||||
| Shopping centres and single-tenant commercial | ||||
| properties – Land |
275,052 | — | — | 275,052 |
| – Buildings |
924,846 | — | — | 924,846 |
| Total assets measured recurrently at fair value | 1,199,898 | — | — | 1,199,898 |
(*) This does not include the land and buildings of the Vidanova Parc, Vistahermosa, Rivas and Abadía shopping centres and business parks or the Vidanova petrol station and plot of land, which are classified as held for sale at 31 December 2022, which amounts to EUR 50,525 thousand and EUR 222,777 thousand, respectively, being categorised as Level 3 in the fair value hierarchy.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| Total | Level 1 | Level 2 | Level 3 | ||
| Recurrent fair value measurements | |||||
| Investment property | |||||
| Shopping centres and single-tenant commercial | |||||
| properties – Land |
325,197 | — | — | 325,197 | |
| – Buildings |
1,098,651 | — | — | 1,098,651 | |
| Total assets measured recurrently at fair value | 1,423,848 | — | — | 1,423,848 |
No assets have been transferred between the different levels during the period.
At 31 December 2022 and 2021, details of the gross leasable area and occupancy rate by line of business are as follows:
| Square metres | ||||
|---|---|---|---|---|
| 2022 (*) | 2021 | |||
| Gross leasable | Occupancy | Gross leasable | Occupanc | |
| area | area | y | ||
| Shopping centres and single tenant commercial properties |
391,504 | 95.66% | 551,326 | 96.11% |
(*) Excluding the square metres of the Vidanova Parc, Vistahermosa, Rivas and Abadía business parks and shopping centres, which are classified as held for sale at 31 December 2022, which comprise 158,887 square metres and have an occupancy rate of 99%.
All investment properties that are rented or are expected to be rented under effective leases are classified as investment properties. In accordance with IAS 40, the fair value of the investment property has been determined by professionally accredited external independent appraisal companies with recent experience in the locations and categories of the properties being appraised. Independent appraisal companies determine the fair value of the Group's investment property portfolio every six months (June and December) and on a quarterly basis in the case of assets under construction or comprehensive renovations.
The appraisal is conducted in accordance with the Professional Standards published by The Royal Institution of Chartered Surveyors ("Red Book"), based in the United Kingdom.
The methodology used to calculate the market value of investment assets consists of updating 10 years' worth of revenue and expense projections for each asset, which will subsequently be updated on the date of the Statement of Financial Position using a market discount rate. The residual value at the end of year 11 is calculated applying a rate of return ("exit yield" or "cap rate") to the net revenue projections estimated for year 11. The market values thus obtained are analysed by calculating and analysing the yield capitalisation implicit in these values. The projections are aimed at reflecting the Group's best estimate, reviewed by the appraiser, of the future income and expenses of the real estate assets.
The appraisal companies that performed the valuations of the Group's investment property at 31 December 2022 and 2021 were Jones Lang Lasalle España and Cushman & Wakefield.
Fees paid by the Group to the appraisal companies for measurements in the 2022 and 2021 periods are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2022 | 2021 | ||
| Appraisal services | 67 | 60 | |
| 67 | 60 |
In terms of calculating the fair value of investment property, including those classified as noncurrent assets held for sale (Note 9), the material unobservable input data used to measure the fair value correspond to rental revenue, the Exit Yield and the discount cash flow used in projections. Quantitative information on the material unobservable input data used to measure the fair value is shown below:
| 2022 | 2021 | |||
|---|---|---|---|---|
| Exit yield | Discount rate | Exit yield | Discount rate | |
| Shopping centres and single tenant commercial properties |
5.65 - 8.00 | 7.65-12.86 | 5.45 - 8.50 | 7.03-10.30 |
In terms of rental revenue, the amounts per square metre used in the measurement for 2022 ranged from EUR 8.50 and EUR 19.8 per month (EUR 4.50 and EUR 21.60 per month in 2021), depending on the type of asset and the location. The revenue growth rates used in the projections are mainly based on the CPI.
The effect on consolidated assets and the Consolidated Statement of Comprehensive Income of a one-quarter percentage point, one-half percentage point and one percentage point variation in the discount rate, revenue and Exit Yield with respect to investment property, including those classified as non-current assets held for sale, would be as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2022 | ||||||||
| Assets | Consolidated Comprehensive Income | |||||||
| 0.25% | 0.50% | 1% | 0.25% | 0.50% | 1% | |||
| Discount rate increase | (21,556) | (46,764) | (92,476) | (21,556) | (46,764) | (92,476) | ||
| Discount rate decrease | 24,976 | 49,889 | 101,683 | 24,976 | 49,889 | 101,683 | ||
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2021 | ||||||||
| Assets | Consolidated Comprehensive Income | |||||||
| 0.25% | 0.50% | 1% | 0.25% | 0.50% | 1% | |||
| Discount rate increase | (21,466) | (46,240) | (94,111) | (21,466) | (46,240) | (94,111) | ||
| Discount rate decrease | 29,842 | 56,407 | 111,434 | 29,842 | 56,407 | 111,434 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2022 | ||||||||
| Assets | Consolidated Comprehensive Income | |||||||
| 2.5% | 5% | 10% | 2.5% | 5% | 10% | |||
| Revenue increase | 21,279 | 41,713 | 83,279 | 21,279 | 41,713 | 83,279 | ||
| Revenue decrease | (24,744) | (46,845) | (91,232) | (24,744) | (46,845) | (91,232) | ||
| Thousands of Euros 31.12.2021 |
|||||||
|---|---|---|---|---|---|---|---|
| Assets | Consolidated Comprehensive Income | ||||||
| 2.5% | 5% | 10% | 2.5% | 5% | 10% | ||
| Revenue increase | 17,559 | 31,289 | 58,930 | 17,559 | 31,289 | 58,930 | |
| Revenue decrease | (9,712) | (23,248) | (50,114) | (9,712) | (23,248) | (50,114) |
| Thousands of Euros 31.12.2022 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Consolidated Comprehensive Income | |||||||
| 0.25% | 0.50% | 1% | 0.25% | 0.50% | 1% | |||
| Exit yield increase | (29,915) | (57,917) | (108,489) | (29,915) | (57,917) | (108,489) | ||
| Exit yield decrease | 32,151 | 69,218 | 151,198 | 32,151 | 69,218 | 151,198 |
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2021 | |||||||
| Assets | Consolidated Comprehensive Income | ||||||
| 0.25% | 0.50% | 1% | 0.25% | 0.50% | 1% | ||
| Exit yield increase | (28,381) | (58,151) | (111,259) | (28,381) | (58,151) | (111,259) | |
| Exit yield decrease | 39,002 | 77,341 | 165,688 | 39,002 | 77,341 | 165,688 |
The details of "Changes in fair value of investment property" in the Consolidated Statement of Comprehensive Income at 31 December 2022 and 31 December 2021 are as follows:
| 2022 Thousands of Euros |
2021 | ||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Investment property |
Non-current assets held |
Investment property |
Non-current assets held |
||
| Shopping centres and single-tenant commercial properties |
32,575 | for sale (*) — |
(1,305) | for sale — |
|
| 32,575 | — | (1,305) | — | ||
*As described in Note 9, the assets were reclassified to Non-current assets held for sale at year-end, having been previously re-measured.
At 31 December 2022, the Group has the shopping centres and single-tenant commercial properties leased to third parties under operating leases.
The future minimum lease payments under non-cancellable operating leases, without taking into account possible discounts that may be granted, taking into account those assets classified as Non-current assets held for sale (Note 9), are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31.12.2022 31.12.2021 |
|||
| Minimum rent Minimum rent |
|||
| collections | collections | ||
| Year 1 | 84,046 | 82,465 | |
| Year 2 | 63,522 | 60,873 | |
| Year 3 | 42,466 | 44,432 | |
| Year 4 | 29,665 | 30,654 | |
| Year 5 | 20,944 | 21,362 | |
| Over five years | 113,499 | 100,542 | |
| 354,142 | 340,328 |
The majority of lease contracts between the Group and its customers stipulate a fixed rent and, where applicable, a variable rent based on the performance of the tenants' activity. Specifically, contracts that include floating rent fall into the following categories:
Below are the details of the Group's revenue from leases in 2022 and 2021, differentiating between the fixed rent proceeds and the floating rent proceeds:
| Thousands of Euros | |||
|---|---|---|---|
| 31.12.2022 | 31.12.2021 | ||
| Revenue from floating rent | 7,407 | 6,947 | |
| Revenue from fixed rent | 72,821 | 69,324 | |
| Total revenue | 80,228 | 76,271 |
The ten tenants that contributed the most rental revenue in 2022 and 2021, as well as the main characteristics of each, are as follows:
| Position | Trade name | Project | % of total rental |
% of total accumulat ed rental |
Maturity * | Sector |
|---|---|---|---|---|---|---|
| 1 | Inditex Group | Anec Blau/Albacenter/El Rosal/As Termas/Lagoh /Gran Vía de Vigo/Portal de la Marina |
revenues 9.08 % |
revenues 9.08 % |
2025-2035 | Textile/Fashion |
| 2 | Carrefour | El Rosal/Gran Vía de Vigo/Hiper Portal de la Marina |
4.17 % | 13.25 % | 2042-2060 | Distribution/Hy permarket |
| 3 | Mediamarkt | Megapark/Parque Abadía/Vistahermosa/As Termas/Rivas/ Lagoh |
4.07 % | 17.32 % | 2029-2044 | Technology |
| 4 | Leroy Merlin | VidaNova Parc/Vistahermosa/As Termas | 3.21 % | 20.53 % | 2041-2058 | DIY |
| 5 | Decathlon | Megapark/Abadía/VidaNova Parc | 2.48 % | 23.01 % | 2036-2043 | Distribution |
| 6 | Cortefiel Group/Tendam |
Abacenter/Anec Blau/ As Termas/ Abadía / Rosal /Txingudi / Megapark / VidaNova Parc / Portal de la Marina/ Lagoh |
2.24 % | 25.25 % | 2022-2032 | Textile/Fashion |
| 7 | Conforama | Megapark/Rivas/Vidanova Parc | 2.23 % | 27.48 % | 2035-2038 | Textile/Fashion |
| 8 | Mercadona | Anec Blau/Hiper Albacenter/Megapark/Lagoh | 2.09 % | 29.57 % | 2040-2049 | Distribution/Hy permarket |
| 9 | El Corte Inglés | Lagoh/Parque Abadía/ Gran Via de Vigo/ Megapark/ As Termas/ Rivas |
2.03 % | 31.60 % | 2025-2039 | Textile/Fashion |
| 10 | Alcampo | Abadía/Vistahermosa | 1.80 % | 33.40 % | 2055-2061 | Distribution/Hy permarket |
* The information above references the contracts that were in force during the 2022 period, where the effect of revenue linearisation was not taken into account. Furthermore, the expiry of contracts refers to the final date of the contract, although the contract may have the option for early termination.
| Position | Trade name | Project | % of total rental |
% of total accumulate d rental |
Maturity * | Sector |
|---|---|---|---|---|---|---|
| 1 | Inditex Group | Anec Blau/Albacenter/El Rosal/As Termas/Lagoh /Gran Vía de Vigo/Portal de la Marina |
revenu 9.35 % es |
revenues 9.35 % |
2025-2035 | Textile/Fashion |
| 2 | Carrefour | El Rosal/Gran Vía de Vigo/Hiper Portal de la Marina |
4.58 % | 13.93 % | 2042-2060 | Distribution/Hy permarket |
| 3 | Mediamarkt | Megapark/Parque Abadía/Vistahermosa/As Termas/Rivas/ Lagoh |
4.21 % | 18.14 % | 2030-2044 | Technology |
| 4 | Leroy Merlin | VidaNova Parc/Vistahermosa/As Termas | 3.06 % | 21.20 % | 2041-2058 | DIY |
| 5 | Decathlon | Megapark/Abadía/VidaNova Parc | 2.69 % | 23.89 % | 2036-2043 | Distribution |
| 6 | Cortefiel Group/Tendam |
Abacenter/Anec Blau/ As Termas/ Abadía / Rosal /Txingudi / Megapark / VidaNova Parc / Portal de la Marina/ Lagoh |
2.63 % | 26.52 % | 2022-2032 | Textile/Fashion |
| 7 | Conforama | Megapark/Rivas/Vidanova Parc | 2.34 % | 28.86 % | 2023-2038 | Textile/Fashion |
| 8 | Mercadona | Anec Blau/Hiper Albacenter/Megapark/Lagoh | 2.25 % | 31.11 % | 2040-2049 | Distribution/Hy permarket |
| 9 | El Corte Inglés | Lagoh/Parque Abadía/ Gran Via de Vigo/ Megapark/ As Termas/ Rivas |
2.14 % | 33.25 % | 2025-2039 | Textile/Fashion |
| 10 | C&A | Parque Abadia/Gran Via de Vigo /As Termas/Portal de la Marina/ Vidanova Parc |
2.11 % | 35.36 % | 2023-2038 | Textile/Fashion |
* The information above references the contracts that were in force during the 2021 period, where the effect of revenue linearisation was not taken into account. Furthermore, the expiry of contracts refers to the final date of the contract, although the contract may have the option for early termination.
As established in International Financial Reporting Standard 5 – Non-current Assets Held for Sale and Discontinued Operations, those assets in the process of being divested with possible sale plans were reclassified. The assets and liabilities of the Group companies LE Retail Vidanova Parc, S.L.U., LE Retail Vistahermosa, S.L.U., LE Retail Rivas, S.L.U., LE Retail Abadía, S.L.U. and LE Retail Sagunto II, S.L.U. are specifically in this situation.
In accordance with IAS 40 and the exception applicable under IFRS 5, investment property classified as non-current assets held for sale was carried at fair value. The assumptions used in the measurement are broken down, along with the other investment property, in Note 7 above.
At 31 December 2022, the Group presents the assets and liabilities of the companies LE Retail Vidanova Parc, S.L.U., LE Retail Vistahermosa, S.L.U., LE Retail Rivas, S.L.U., LE Retail Abadía, S.L.U. and LE Retail Sagunto II, S.L.U. as non-current assets held for sale, LE Retail Abadía, S.L.U. and LE Retail Sagunto II, S.L.U., owners of four retail parks, a shopping centre, a plot of land and a petrol station, as these companies are possibly expected to be sold in the short term at the end of 2022.
The details of the assets and liabilities classified as held for sale at 31 December 2022 are as follows:
| Total | |
|---|---|
| Non-current assets held for sale | 287,964 |
| Intangible fixed assets | 1 |
| Investment property | 273,300 |
| Non-current financial assets | 2,982 |
| Trade and other receivables | 1,263 |
| Other current assets (Note 10a) | 4,097 |
| Cash and cash equivalents | 6,321 |
| Liabilities connected to non-current assets held for sale | (5,738) |
| Other financial liabilities | (3,531) |
| Trade payables | (2,207) |
| Non-current assets held for sale | 282,226 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Non-current | Current | Non-current | Current | |
| Carrying amount | Carrying amount |
Carrying amount |
Carrying amount |
|
| Non-current financial assets | 11,868 | — | 14,422 | — |
| Other financial assets | — | 3 | — | 3,944 |
| Operating lease receivables - invoices awaiting formalisation (Note 11) |
— | 2,132 | — | 2,026 |
| Operating lease receivables - invoices issued (Note 11) |
— | 2,112 | — | 12,417 |
| Operating lease receivables - revenue linearisation |
5,615 | 2,110 | 11,586 | 5,460 |
| Advances to suppliers | — | — | — | 12 |
| Public entities, other (Note 20) | — | 5,390 | — | 5,537 |
| Total | 17,483 | 11,747 | 26,008 | 29,396 |
"Non-current financial assets" mainly comprises the security deposits and guarantees received from the tenants of the investment property mentioned in Note 7, which the Group has deposited with the corresponding public bodies. The decrease in this line item relates mainly to the transfer of guarantees linked to companies classified as non-current assets held for sale (Note 9).
At 31 December 2022 and 2021, "Other receivables from public authorities" mainly includes value added tax receivable related to investments in the Group's real estate assets. In addition, at 31 December 2021, this item included EUR 2,317 thousand corresponding to the amount paid by LE Logistic Alovera I y II, S.A.U. in relation to a tax assessment signed in disagreement regarding Capital Transfer Tax and Stamp Duty on the acquisition in 2014 of logistics warehouses owned by the company. On 15 September 2022, after the appeals filed by the Company were upheld, the aforementioned amount was collected.
The item "Operating lease receivables - invoices issued" mainly includes rents accrued and invoiced during the year to tenants, most of which are still pending collection, net of impairment adjustments (Note 11a).
At 31 December 2022 the line item "Operating lease receivables - pending" in the table above mainly includes income from floating rent yet to be invoiced to tenants.
In addition, at 31 December 2022 the line item "Operating lease receivables - revenue linearisation" includes the amount pending allocation to profits and losses for waivers and/or discounts granted to certain tenants and that pursuant to the financial information framework applicable to the Group are allocated on a straight-line basis to the Consolidated Statement of Comprehensive Income between the date of the agreement and the minimum remaining contractual duration of each lease agreement. Of said amount, EUR 3,877 thousand, current and non-current, correspond to discounts granted because of the pandemic (EUR 10,421 thousand at 31 December 2021), while the remaining balance mainly comprises waivers, step rents and fit-outs granted on signing new lease contracts.
The amount recorded under "Other financial assets", which at 31 December 2021 mainly included a deposit made in February 2021 by LE Retail Vistahermosa, S.L.U. as security for a guarantee of EUR 3,957 thousand provided to the Valencian Tax Agency in connection with an ongoing tax proceeding (Note 20). This deposit is recorded at 31 December 2022 in Non-current assets held for sale (Note 9).
For financial assets recorded at cost or amortised cost under the above line items or under Non-current assets held for sale, other than those arising from the linearisation of revenue which due to their nature have a fair value of zero, the carrying amount does not differ significantly from their fair value.
The classification of financial assets by maturity is as follows:
| 2022 Thousands of Euros |
||||
|---|---|---|---|---|
| Less than 1 year |
1 to 5 years | More than 5 years |
Total | |
| Non-current financial assets | — | — | 11,868 | 11,868 |
| Other financial assets | 3 | — | — | 3 |
| Operating lease receivables - invoices awaiting formalisation |
2,132 | — | — | 2,132 |
| Operating lease receivables - invoices issued | 2,112 | — | — | 2,112 |
| Operating lease receivables - revenue linearisation |
2,110 | 3,877 | 1,738 | 7,725 |
| Public entities, other (Note 20) | 5,390 | — | — | 5,390 |
| 11,747 | 3,877 | 13,606 | 29,230 |
| 2021 Thousands of Euros |
||||
|---|---|---|---|---|
| Less than 1 year |
1 to 5 years | More than 5 years |
Total | |
| Non-current financial assets | — | — | 14,422 | 14,422 |
| Other financial assets | 3,944 | — | — | 3,944 |
| Operating lease receivables - invoices awaiting formalisation |
2,026 | — | — | 2,026 |
| Operating lease receivables - invoices issued | 12,417 | — | — | 12,417 |
| Operating lease receivables - revenue linearisation |
5,460 | 7,261 | 4,325 | 17,046 |
| Advances to suppliers | 12 | — | — | 12 |
| Public entities, other (Note 20) | 5,537 | — | — | 5,537 |
| 29,396 | 7,261 | 18,747 | 55,404 |
| Thousands of Euros 2022 |
Thousands of Euros 2021 |
|||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Operating lease receivables - invoices issued | 6,847 | — | 17,237 | — |
| Operating lease receivables - invoices awaiting formalisation |
2,132 | — | 2,026 | — |
| Operating lease receivables - revenue linearisation |
2,110 | 5,615 | 5,460 | 11,586 |
| Advances to suppliers | — | — | 12 | — |
| Public entities, other (Notes 10 and 20) | 5,390 | — | 5,537 | — |
| Less impairment allowances | (4,735) | — | (4,820) | — |
| Total | 11,744 | 5,615 | 25,452 | 11,586 |
In the context of the COVID-19 crisis described in Note 2g of this consolidated report, after the shopping centres opened, during 2020 and 2021, the Group entered into negotiations with almost all the tenants, reaching agreements on rent discounts and/or deferral of lease payments in exchange for an increase in the terms of the break option time frames and maturities of the lease contracts. During 2022 there was a significant drop in the amounts receivable and, at 31 December 2022, net receivables for lease invoices issued, including the balance classified as held for sale, amount to EUR 2,442 thousand (EUR 12,417 thousand at 31 December 2021).
"Operating lease receivables - invoices issued" at 31 December 2021 included a receivable from the Parent Company amounting to EUR 4,217 thousand for a VAT balance on the invoices issued and available for offset by the Group's subsidiaries.
In this sense, at 31 December 2022 the Group performed an individual study on each debtor, analysing their situation and recording a total impairment for the amount of EUR 4,735 thousand (EUR 4,820 thousand at 31 December 2021). This impairment corresponds to the receivables from those tenants whose debt is considered unlikely to be recovered by Group management, after subtracting the amount of any security deposits, additional guarantees and sureties.
Movement in impairment and uncollectibility measurement allowances for amounts payable to the Group by tenants is as follows:
| Thousands of Euros | |
|---|---|
| 2022 | |
| Balance at 31 December 2021 | 4,820 |
| Impairment provisions (Note 23) | 3,488 |
| Reversals of impairment loss (Note 23) | (2,846) |
| Transfers to non-current assets held for sale (Note 9) | (728) |
| Balance at 31 December 2022 | 4,734 |
The provisions and impairment reversals regarding commercial transactions are recorded under "Other operating expenses" on the adjoined Consolidated Statement of Comprehensive Income (Note 23).
In addition, irrecoverable credits of EUR 1,249 thousand (EUR 1,315 thousand in 2021) were recognised in 2022, also recognised under "Other operating expenses" in the accompanying consolidated statement of comprehensive income (note 23).
Details of cash and cash equivalents at 31 December 2022 and 2021 are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2022 | 2021 | ||
| Banks | 197,141 | 313,199 | |
| Total | 197,141 | 313,199 |
At 31 December 2022, this balance includes EUR 170,165 thousand relating to deposits with immediate availability and maturity of less than 3 months, arranged and managed by Credit Suisse and Credite Agricole. During the period 2022 a financial income of EUR 575 thousand has been recorded in respect of the interest accrued on the deposits (Note 24).
This balance includes the amounts invested in the investment funds the Parent Company has contracted that are managed by Banco Santander and BBVA for a total amount of EUR 209,598 thousand. The availability of these funds is immediate and the investment therein comprises the remaining cash the Group has to cover its short-term payment commitments. It should be noted that these amounts were recorded at fair value through profit or loss, belonging to hierarchy level I, with the Company having recorded a change in value amounting to EUR 4,336 thousand, recorded under the heading "Change in fair value of financial instruments" in the Consolidated Statement of Comprehensive Income, as a result of the instability caused by the war in Ukraine described in note 2h.
In addition, at 31 December 2022 and 31 December 2021 the amount of cash and cash equivalents held by the Group is unrestricted.
At 31 December 2022 the share capital of Lar España Real Estate SOCIMI, S.A. amounts to EUR 167,386 thousand (EUR 167,386 thousand at 31 December 2021) represented by 83,692,969 registered shares (83,692,969 registered shares at 31 December 2021), represented through book entries, with a par value of EUR 2 each, subscribed and fully paid, all granting the same rights.
On 18 November 2021, pursuant to the Board of Directors' resolution of 11 November 2021, the Parent Company reduced capital by EUR 7,881 thousand, corresponding to 3,940,761 shares of EUR 2 par value each and representing 4.5% of share capital. The capital decrease was charged against unrestricted reserves by appropriating to a restricted capital redemption reserve EUR 7,881 thousand, an amount equal to the par value of the redeemed shares. The shares were paid through the use of treasury shares, the value of which at the time of the capital decrease totalled EUR 20,763 thousand.
All of the shares of the company Lar España Real Estate SOCIMI, S.A. are quoted on the Madrid, Barcelona, Bilbao and Valencia stock exchanges.
The quoted price at 31 December 2022 was EUR 4.23 per share, and the average price per share in the 2022 period was EUR 4.74 (in the 2021 period, the average price per share was EUR 5.12 and the quoted price was EUR 5.17 per share).
The breakdown of the Parent Company's main shareholders at 31 December 2022 and 31 December 2021 is as follows:
| % | ||
|---|---|---|
| 2022 | 2021 | |
| Castellana Properties SOCIMI, S.A. | 25.5 % | — |
| LVS II Lux XII S.a.r.l. | — | 21.7 % |
| Grupo Lar Inversiones Inmobiliarias, S.A. | 10.0 % | 11.4 % |
| Adamsville, S.L. | 5.2 % | 5.2 % |
| Brandes Investment Partners, L.P. | 5.0 % | 5.0 % |
| Santa Lucía S.A. Cía de Seguros | 5.0 % | 5.2 % |
| Blackrock Inc. | 3.7 % | 3.7 % |
| Utah State Retirement Systems | 3.1 % | — |
| Other shareholders with an interest of less than 3% | 42.5 % | 47.8 % |
| Total | 100.0 % | 100.0 % |
On 28 January 2022, Castellana Properties SOCIMI, S.A. purchased 15,157,459 shares in LVS II Lux XII S.a.r.l. (21.7% of the share capital). In addition, in September 2022 Castellana Properties SOCIMI, S.A. increased its stake to 25.5%.
The Revised Spanish Companies Act expressly provides for the use of the issue premium to increase share capital and does not stipulate any specific restrictions as to its use, provided that the Company's equity does not fall below its share capital as a result of any distribution.
On 27 April 2022, the distribution of dividends from the 2021 period against the issue premium was approved for the amount of EUR 13,266 thousand, taking into account the shares issued (Note 13.e).
At 31 December 2022, the Group's share premium amounted to EUR 452,924 thousand (EUR 466,176 thousand at 31 December 2020).
The breakdown of this line item as at 31 December 2022 and 2021 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31.12.2022 | 31.12.2021 | ||
| Legal reserve | 20,871 | 19,011 | |
| Capital redemption reserve | 23,384 | 23,384 | |
| Other Parent Company reserves | (63,913) | (63,735) | |
| Reserves in consolidated companies | 225,191 | 218,003 | |
| Other shareholder contributions | 240 | 240 | |
| Total | 205,773 | 196,903 |
Reserve movements that took place during the 2022 and 2021 periods were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2022 | |||
| Parent Company reserves |
Reserves in consolidated companies |
Total Reserves | |
| Opening balance | (21,100) | 218,003 | 196,903 |
| Profit for 2021 | 18,594 | 7,188 | 25,782 |
| Distribution of Dividends for the period | (16,713) | — | (16,713) |
| Result from treasury shares | (199) | — | (199) |
| Closing balance | (19,418) | 225,191 | 205,773 |
| Thousands of Euros | |||
|---|---|---|---|
| 2021 | |||
| Parent Company reserves |
Reserves in consolidated companies |
Total Reserves | |
| Opening balance | (10,878) | 291,883 | 281,005 |
| Profit for 2020 | 20,212 | (73,880) | (53,668) |
| Distribution of Dividends for the period | (17,504) | — | (17,504) |
| Capital decrease | (12,882) | (12,882) | |
| Result from treasury shares | (46) | — | (46) |
| Other operations | (2) | — | (2) |
| Closing balance | (21,100) | 218,003 | 196,903 |
The legal reserve is to be provided for in compliance with Article 274 of the Spanish Companies Act, which requires that companies transfer 10% of profits for the period to a legal reserve until this reserve reaches an amount equal to 20% of the share capital.
The legal reserve is not distributable to shareholders and if it is used to offset loss, in the event that no other reserves are available, the reserve must be replenished with future profits.
At 31 December 2022 the Parent Company's legal reserve amounted to EUR 20,871 thousand (31 December 2021: EUR 19,011 thousand). Therefore, the legal reserve at 31 December 2022 is not fully provided for.
Pursuant to Law 11/2009 which governs SOCIMIs, the legal reserve of companies that have opted to avail themselves of the special tax regime provided for by this law may not exceed 20% of their share capital. The articles of association of these companies may not stipulate any restricted reserve other than the legal reserve.
This reserve includes the nominal value of the treasury shares redeemed in the capital decreases carried out on 18 November 2021, 20 December 2019, 10 June 2019 and 28 December 2018, totalling EUR 23,384 thousand. The provision and availability of this reserve shall be held to the same requirements demanded for the capital decrease, in line with the provisions of Article 335 c) of the Spanish Companies Act, the revised text of which was approved by Royal Legislative Decree 1/2010 of 2 July (the "Spanish Companies Act").
This line item in the Consolidated Statement of Financial Position included the amount of changes to the value of financial derivatives designated as cash flow hedging instruments. Movements in this line item, in thousands of Euros, are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2022 | 2021 | |
| Opening balance | — | (1,610) |
| Changes in fair value of hedges in the | ||
| period recognised directly in net equity | — | 223 |
| Other amounts transferred to the Income Statement | — | 1,387 |
| Closing balance | — | — |
In 2021 all of the financial derivatives the Group had contracted with credit institutions were cancelled.
At 31 December 2022, the Company has treasury shares with an acquisition cost of EUR 250 (EUR 860 thousand at 31 December 2021).
Movement during the 2022 and 2021 periods was as follows:
| Number of shares |
Thousands of Euros |
|
|---|---|---|
| 31 December 2021 | 130,970 | 860 |
| Registrations | 464,516 | 2,219 |
| Derecognitions | (538,772) | (2,829) |
| 31 December 2022 | 56,714 | 250 |
| 2021 Period | ||
| Number of shares |
Thousands of Euros |
|
| 31 December 2020 | 3,074,672 | 16,474 |
| Registrations | 1,064,394 | 5,543 |
| Derecognitions | (4,008,096) | (21,157) |
|---|---|---|
| 31 December 2021 | 130,970 | 860 |
The average selling price of treasury shares in 2022 was EUR 4.80 per share (EUR 5.13 in 2021). Furthermore, losses for the period ended 31 December 2022 amounted to EUR 199 thousand (EUR 46 thousand in losses at 31 December 2021) and were recognised under "Other reserves" on the Consolidated Statement of Financial Position.
On 14 January 2020, a new share buy-back programme was formalised between Lar España and its liquidity provider, aimed at a maximum of 4,500,000 shares, representing 5% of share capital, which may be acquired at a price no greater than (a) the price of the last arm's length transaction or (b) the highest arm's length offer at that time in the business centre where the purchase is made. The maximum duration of this programme was initially until 14 October 2020 and was subsequently extended to 14 October 2021.
On 5 February 2014, the Sole Shareholder of the Parent Company authorised the Board of Directors to purchase shares of the Parent Company, up to a maximum of 10% of the share capital. In this regard, the Parent company has a liquidity agreement formalised with a financial intermediary pursuant to the terms of Circular 3/2007, of 19 December by the Spanish Securities Market Commission on liquidity agreements for the purposes of accepting same as a market practice and other applicable regulations.
On 27 April 2022, the General Shareholders' Meeting of the Company approved the distribution of a dividend of EUR 30,000 thousand, at EUR 0.36 per share (taking into account all the shares issued), with EUR 16,734 thousand being charged against profit and loss for the 2021 period and EUR 13,266 thousand against the share premium (Note 13b). Said dividend was paid on 27 May 2022. The amount distributed totalled EUR 29,965 thousand (EUR 16,713 thousand being charged against profit and loss for the 2021 period and EUR 13,252 thousand against the share premium), once the amount corresponding to treasury shares had been deducted, as this is not taken from the Company's net equity, taking into consideration the approved amount per share and the shares in circulation at the time of the approval by the General Shareholders' Meeting.
Basic earnings per share are calculated by dividing the profit/(loss) for the period attributable to the ordinary shareholders of the Parent Company by the weighted average number of ordinary shares in circulation during the period, excluding treasury shares.
Details of the calculation of the earnings per share are as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Profit/(loss) for the period attributable to net equity instrument holders of the Parent Company (in thousands of Euros) |
72,921 | 25,782 |
| Weighted average number of ordinary shares in circulation (number of shares) |
83,588,177 | 84,189,058 |
| Basic earnings per share (in Euros) | 0.87 | 0.31 |
The average number of ordinary shares in circulation is determined as follows:
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Ordinary shares at the beginning of the year | 83,692,969 | 87,633,730 |
| Share capital increase (weighted effect) | — | — |
| Share capital decrease (weighted effect) | — | (172,745) |
| Average effect of treasury shares | (104,792) | (3,271,927) |
| Weighted average number of ordinary shares in circulation at 31 December (in securities) |
83,588,177 | 84,189,058 |
Diluted earnings per share are calculated by adjusting profit for the period attributable to equity holders of the Parent Company and the weighted average number of ordinary shares in circulation to the effect of all dilutive potential ordinary shares; that is, as if all potential ordinary shares treated as dilutive had been converted. The Parent Company does not have different classes of ordinary shares that are potentially dilutive.
As indicated in Note 27, at 31 December 2021, the Parent Company had an agreement with the manager, the Investment Manager Agreement, for which a variable fee ("Performance Fee") was accrued. The amount of this floating remuneration will be settled, as so decided by the Parent Company, in cash (which will subsequently be used by the manager to subscribe for the shares issued) or in treasury shares. Every year in which the fee has been accrued the Parent has chosen a cash payment. In accordance with paragraphs 46 and 47A of IAS 33 and taking into account that the manager will have provided its complete service, all the potential ordinary shares that the Parent Company would deliver to the manager have been considered diluted.
However, following the renewal of this agreement on the terms described in Note 27 for the current year, the obligation to repay the amounts paid in a subsequent capital increase is eliminated, thereby eliminating the potential dilutive effect of this agreement.
Details of the calculation of diluted earnings per share are as follows (in Euros):
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Profit after tax | 72,921,184 | 25,781,582 |
| Weighted shares in circulation | 83,588,119 | 84,189,058 |
| Potential ordinary shares | — | 19,628 |
| Diluted earnings per share | 0.87 | 0.31 |
The classification of financial liabilities by category at 31 December 2022 and at 31 December 2021 is as follows:
| Thousands of Euros 2022 |
|||
|---|---|---|---|
| Non-current | Current | ||
| Carrying amount (*) | Carrying amount (*) | ||
| Carried at amortised cost: | |||
| Financial liabilities from issue of bonds and other marketable securities |
694,434 | 3,985 | |
| Bank borrowings | 69,936 | 185 | |
| Other financial liabilities (Note 17) | 17,480 | 12 | |
| Trade and other payables: | |||
| Trade payables and remuneration payable (Note 18) | — | 9,152 | |
| Public entities, other payables (Note 20a) | — | 3,024 | |
| Total financial liabilities | 781,850 | 16,358 |
(*) Liabilities connected to non-current assets held for sale are not included.
| Thousands of Euros | ||
|---|---|---|
| 2021 | ||
| Non-current | Current | |
| Carrying amount | Carrying amount |
|
| Carried at amortised cost: | ||
| Financial liabilities from issue of bonds and other marketable securities |
693,647 | 129,702 |
| Bank borrowings | 69,921 | 185 |
| Other financial liabilities | 20,716 | — |
| Trade and other payables: | ||
| Trade payables and remuneration payable (Note 18) | — | 9,136 |
| Public entities, other payables (Note 20a) | — | 3,410 |
| Total financial liabilities | 784,284 | 142,433 |
At 31 December 2022 the fair value of the bonds is equal to their quoted price. The bonds issued in July 2021, which have a face value of EUR 400 million, are trading at 80.48% of their face value (101.89% at 31 December 2021) and the bonds issued in November 2021, which have a face value of EUR 300 million, are trading at 70.33% of their face value 100.60% at 31 December 2021). The fair value of the remaining financial liabilities does not differ significantly from their fair value.
At 31 December 2021, the carrying amounts of the remaining financial liabilities recorded at amortised cost did not differ significantly from the fair value.
Details by maturity of financial liabilities at 31 December 2022 and 31 December 2021 are as follows:
| Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||
| 2023 | Undetermined | Total | |||||||
| years | |||||||||
| Financial liabilities from issue of bonds (a) |
3,985 | — | — | 400,000 | 300,000 | — | 703,985 | ||
| Bank borrowings (a) | 185 | — | — | 24,500 | 45,500 | — | 70,185 | ||
| Other financial liabilities | 12 | — | — | — | — | 17,480 | 17,492 | ||
| Trade and other payables | 12,176 | — | — | — | — | — | 12,176 | ||
| Total | 16,358 | — | — | 424,500 | 345,500 | 17,480 | 803,838 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | ||||||||
| 2022 | 2023 | 2024 | 2025 | 2026 and remaining |
Undetermined | Total | ||
| Financial liabilities from issue of bonds (a) |
129,738 | — | — | — | years 700,000 |
— | 829,738 | |
| Bank borrowings (a) | 185 | — | — | — | 70,000 | — | 70,185 | |
| Other financial liabilities |
— | — | — | — | — | 20,716 | 20,716 | |
| Trade and other payables |
12,546 | — | — | — | — | — | 12,546 | |
| Total | 142,469 | — | — | — | 770,000 | 20,716 | 933,185 |
(a) Measuring financial liabilities from bonds and bank borrowings at amortised cost decreases the nominal value of the liabilities reflected above by EUR 5,566 thousand and EUR 64 thousand, respectively in the 2022 period (EUR 6,389 thousand and EUR 78 thousand in the 2021 period).
The Group's debts comprise corporate bonds and loans with credit institutions. Details of these and their movement in 2022 and 2021 are as follows:
On 21 January 2015, the Parent Company's Board of Directors approved the issue of simple bonds up to a maximum amount of EUR 200 million, following approval by the then-sole shareholder of the Parent Company on 5 February 2014. Lastly, on 19 February 2015 the Parent Company carried out an issue in the amount of EUR 140 million, each bond with a nominal value of EUR 100 thousand.
The main characteristics of the issue were as follows:
On 12 July 2021, the Company offered holders of secured straight bonds the option of early buyback at a price equivalent to the bond's face value plus 1%. The offer was accepted and the bond holders were paid an amount of EUR 17.3 million on 23 July 2021.
On 17 February 2022, the Company redeemed the remaining outstanding portion of the bonds amounting to EUR 122.7 million. All collateral pledged as part of the bond issue, including several mortgage loans and pledged shares, have been cancelled.
The issue expenses associated with this issue were recorded after deducting the debt to which they are associated, initially totalling EUR 1,995 thousand, EUR 34 thousand of which was allocated in 2022 (EUR 281 thousand in 2021). In turn, the interest accrued during 2022 on this debt amounts to EUR 507 thousand (EUR 3,828 thousand in 2021).
On 22 July 2021, the Parent Company carried out a placement of green, unsecured bonds amounting to a total of EUR 400 million, each with a nominal value of EUR 100 thousand.
The main characteristics of the issue are as follows:
The issue expenses associated with this issue amounted to EUR 5,244 thousand, which were recorded as a reduction of the debt, of which EUR 1,044 thousand (EUR 417 thousand in 2021) were recognised in 2022 under "Finance costs" in the consolidated statement of comprehensive income for the period. The interest accrued during the 2022 financial year on the coupon amounted to EUR 7,000 thousand (EUR 3,106 thousand in 2021), with EUR 3,106 thousand outstanding at 31 December 2022 (EUR 3,106 thousand at 31 December 2021).
On 3 November 2021, the Parent Company carried out a placement of bonds amounting to a total of EUR 300 million, each with a nominal value of EUR 100 thousand.
The main characteristics of the issue are therefore as follows:
The issue expenses associated with this issue amounted to EUR 2,133 thousand, which are recognised as a reduction of debt, of which EUR 309 thousand (EUR 43 thousand in 2021) of such expenses have been recognised under "Finance costs" in the Consolidated Statement of Comprehensive Income for the period. Meanwhile, the interest accrued during the 2022 financial year for the associated coupon amounted to EUR 5,529 thousand (EUR 879 thousand in the 2021 financial year), with EUR 879 thousand outstanding at 31 December 2022 (EUR 879 thousand at 31 December 2021).
On 19 January 2023, the Parent Company completed bonds repurchase process of the two issues made in the financial year 2021, for a total nominal amount of EUR 98 million for the bonds issued on 22 July 2021 and EUR 12 million for the bonds issued on 3 November 2021, with an average discount of 18% equivalent to a total final price of EUR 90.5 million. The purchased bonds have been fully redeemed upon settlement of their repurchase (Note 30).
As in the bond issuance cancelled in February 2022, two bond issuances issued by the Group have clauses on the fulfilment of certain financial ratios, calculated using the Group's consolidated financial statements each year.
The result of failing to meet said ratios is early maturity, where such failure can be corrected within 30 days after notice thereof is given by the fiscal agent or by any of the bondholders. In this sense, the Directors believe said ratios are met as at the date of these consolidated financial statements. They also expect them to be met in the next twelve months.
The terms and conditions of the loans and debts with credit institutions are as follows:
| Thousands of Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company | Effective rate (%) |
Maturity | Limit 31/12/2021 |
Fair value at 31/12/2022 * |
Fair value at 31/12/2021 * |
|||||
| The European Investment Bank |
1.67 | 4 May 2027 | 70,000 | 70,000 | 70,121 | 70,106 | ||||
| Bankinter | EURIBOR 3M + 1.60% spread |
20 June 2023 | 30,000 | 30,000 | — | — | ||||
| 100,000 | 100,000 | 70,121 | 70,106 |
*Amount includes outstanding accrued interest.
The financial expenses accrued for these loans in 2022 amounted to EUR 1,327 thousand (EUR 15,151 thousand in 2021). Meanwhile, accrued and unpaid interest at 31 December 2022 and 2021 amounts to EUR 185 thousand.
In 2021, using the proceeds of the bond issues, which amounted to EUR 700 million, the Group cancelled mortgage loans totalling EUR 517 million, as well as the mortgage guarantees associated with the shopping centres owned by the subsidiaries. All the interest rate derivatives arranged by the Group were also cancelled. In 2021 accrued interest on the arranged derivatives amounted to EUR 1,662 thousand, and the change in the fair value of these financial instruments at 31 December 2021 amounted to EUR 1,465 thousand (see note 24).
The Parent Company undertakes to maintain, at all times, on the basis of the consolidated financial statements, a Loan to Value Ratio of less than 50% (taking into account the net financial debt), a debt service coverage ratio greater than or equal to 2.5x and a net financial debt/net equity ratio of less than 1.0x. The result of failing to meet said ratios is early maturity. In this sense, the Directors believe said ratios are met as at the date of these consolidated financial statements and expect them to be met in the next twelve months.
| Opening balance |
New debt | Initial amortised cost |
Principal paid |
Interest paid |
Interest accrued (Note 24) |
Changes in fair value |
Closing balance |
|
|---|---|---|---|---|---|---|---|---|
| Cash flow | Cash flow | Cash flow | ||||||
| Financial liabilities from issue of bonds |
823,349 | — | (564) | (122,700) | (16,087) | 14,421 | — | 698,419 |
| Bank borrowings | 70,106 | — | — | — | (1,312) | 1,327 | — | 70,121 |
| 893,455 | — | (564) | (122,700) | (17,399) | 15,748 | — | 768,540 |
| Opening balance |
New debt | Initial amortised cost |
Principal paid |
Interest paid |
Interest accrued (Note 24) |
Changes in fair value |
Closing balance |
|
|---|---|---|---|---|---|---|---|---|
| Cash flow | Cash flow | Cash flow | ||||||
| Financial liabilities from issue of bonds |
143,167 | 700,000 | (6,813) | (17,300) | (4,443) | 8,738 | — | 823,349 |
| Bank borrowings | 611,201 | — | — | (547,273) | (8,973) | 15,151 | — | 70,106 |
| Derivatives | 7,822 | — | — | — | (7,278) | 1,662 | (2,206) | — |
| 762,190 | 700,000 | (6,813) | (564,573) | (20,694) | 25,551 | (2,206) | 893,455 |
At 31 December 2022, the Group includes under "Other non-current financial liabilities" EUR 17,480 thousand (EUR 20,716 thousand at 31 December 2021) that comprise security deposits delivered to the Group by the various tenants of the commercial premises in the real estate assets, excluding the deposits delivered in the companies classified as non-current assets held for sale (Note 9). This amount generally represents two months' rent and will be reimbursed at the end of the contract term.
Details of "Trade and other payables" at 31 December 2022 and 2021 are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Trade payables (a) | 8,065 | 7,798 | ||
| Trade payables, related companies (b) | 882 | 1,191 | ||
| Outstanding remuneration (Note 27b) | 205 | 147 | ||
| Public entities, other payables (Note 20) | 3,024 | 3,410 | ||
| 12,176 | 12,546 |
The information required by the third additional provision of Law 18/2022, of 28 September, on the creation and growth of companies and Law 15/2010, of 5 July (amended by the second final provision of Law 31/2014, of 3 December) prepared in accordance with the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016, on the information to be included in the notes to the consolidated annual accounts in relation to the average period for payment to suppliers in commercial transactions, is detailed below.
| 2022 | 2021 | |
|---|---|---|
| Days | Days | |
| Average number of days payable outstanding to | 28 | 22 |
| suppliers Ratio of paid operations |
30 | 21 |
| Ratio of transactions pending payment | 24 | 20 |
| Thousands of Euros |
Thousands of Euros |
|
| Total effected payments | 78,222 | 96,196 |
| Total payments pending | 32,001 | 6,019 |
In accordance with the ICAC Resolution, in order to calculate the average supplier payment period in these consolidated financial statements, the commercial transactions corresponding to the delivery of goods or services accrued in each year have been taken into account.
For the sole purpose of providing the information foreseen in this Resolution, suppliers are considered to be trade creditors for debts with suppliers of goods or services, included under the headings "Short-term suppliers, related companies", "Suppliers, group and associated companies" and "Sundry creditors" on the current liabilities side of the balance sheet, referring solely to the Spanish entities included in the consolidable group, and regardless of any financing for early collection from the supplier company. The calculation does not take into account certain historical balances the collectability of which is currently being analysed by the Group.
"Average number of days payable outstanding to suppliers" is understood to mean the time passed between the delivery of goods or the rendering of services by the supplier and the material payment of the transaction.
The monetary volume and number of invoices paid within the legal deadline are detailed below:
| 2022 | 2021 | |
|---|---|---|
| Monetary volume (thousands of Euros) | 118,590 | 84,057 |
| Percentage over total payments made | 65.96% | 50.49% |
| Number of invoices | 5,713 | 7,859 |
| Percentage on the total of invoices | 39.24% | 14.67% |
The maximum legal payment period applicable to the companies in the consolidable group in the 2022 period according to Law 3/2004, of 29 December containing measures to combat late payments in commercial transactions and in accordance with the transitory provisions established in Law 15/2010, of 5 July, is 60 days until the publication of Law 11/2013 of 26 July and 30 days as of the publication of said Law and as of today's date (unless the conditions established in same are met, which would allow said maximum payment period to be extended to 60 days).
| Thousands of Euros | ||||
|---|---|---|---|---|
| Receivables | 31.12.2022 | 31.12.2021 | ||
| Taxation authorities, VAT recoverable | 5,105 | 2,955 | ||
| Taxation authorities, other withholdings | 285 | 265 | ||
| Other receivables from taxation authorities | — | 2,317 | ||
| 5,390 | 5,537 | |||
| Thousands of Euros | ||||
| Payables | 31.12.2022 | 31.12.2021 | ||
| Taxation authorities, VAT payable | 2,940 | 3,329 | ||
| Taxation authorities, personal income tax | 77 | 74 | ||
| withholdings payable Taxation authorities, Corporate Income Tax payable |
||||
| (Note 20b) | 1 | — | ||
| Social Security payable | 6 | 7 | ||
| Deferred tax liabilities | 15,578 | 15,578 | ||
| 18,602 | 18,988 |
The amounts included in "Taxation authorities, VAT recoverable" mainly correspond to VAT paid in expenses for renovations in the Anec Blau and Lagoh shopping centres.
At 31 December 2021 "Other receivables from taxation authorities" includes the amount paid by LE Logistic Alovera I y II, S.A.U. in regard to a disputed tax assessment, which addresses the Capital Transfer Tax and Stamp Duty for the 2014 purchase of logistics warehouses that were owned by said company (Note 20d).
In accordance with that described in Note 1, at 31 December 2022, the Parent Company and the subsidiaries were covered by the SOCIMI tax regime. Therefore, in general, the tax rate applicable to the tax base is 0% for distributed profits and 15% for retained earnings, with the exception of LE Offices Marcelo Spínola, S.L.U and LAR España Inversión Logísticas IV, S.L.U., which requested the waiver of the SOCIMI tax regime in 2018, and file income tax under the general tax regime.
At 31 December 2022 and 31 December 2021, the taxable fiscal base comprises the following items:
| Thousands of Euros | Thousands of Euros | |||
|---|---|---|---|---|
| Tax regime for SOCIMIs |
General regime |
Tax regime for SOCIMIs |
General regime |
|
| 31.12.2022 | 31.12.2022 | 31.12.2021 | 31.12.2021 | |
| Profit/(loss) before tax from continuing operations |
72,921 (38,032) |
24,160 | ||
| Consolidation adjustments: | (3,200) | |||
| Aggregate profit before tax from continuing operations |
34,887 | 2 | 20,994 | (34) |
| Permanent differences | 346 | — | 19 | 12 |
| Temporary differences | (142) | (3) | 4,320 | (3) |
| Generation/(Offset) of negative tax bases | — | — | — | — |
| Tax base | 35,091 | (1) | 25,333 | (25) |
| Tax payable (0%/25%) | — | — | ||
| Withholdings/Deductions Payment instalments |
(150) | — | (110) | — |
| Corporate Income Tax | — (150) |
— — |
— (110) |
— — |
At 31 December 2022, the Parent Company's directors do not expect any asset to be sold before the three-year time limit expires, which is the reason the deferred tax liabilities for the increase in value (IAS 40) have been calculated at 0% for all the companies included under the SOCIMI regime.
Likewise, the Group has not recorded deferred tax assets for the temporary differences that increase the tax base because the applicable rate is calculated at 0%.
The deferred tax liability totalling EUR 15,578 thousand is the result of the purchase of the companies LE Retail Gran Vía de Vigo, S.A.U., LE Retail Rivas, S.L.U y LE Retail Abadía, S.L.U. after adjusting the fair value of their assets when the business combination was incorporated, because these companies were not taxed under the special SOCIMI tax regime at the time of their acquisition.
As a result of the sale of the shareholdings in the companies LE Retail Hipermercados I, S.L.U., LE Retail Hipermercados II, S.L.U. and LE Retail Hipermercados III, S.L.U. (Note 4f) in the 2021 period came from the derecognition of the deferred tax liability that had been recorded at the time of the business combination for the amount of EUR 1,622 thousand (Note 20c).
Details of the Negative Tax Bases and net financial expenses posted in the Corporate Income Tax statements filed by the Group companies are as follows:
| Euro millions | |||
|---|---|---|---|
| Period created |
Tax loss carry forwards |
Financial expenses |
|
| 2012 | — | 5 | |
| 2013 | — | 5 | |
| 2014 | — | 8 | |
| 2015 | — | 6 | |
| 2016 | — | 5 | |
| 2017 | — | — | |
| 2018 | — | 3 | |
| 2019 | — | 2 | |
| 2020 | — | — | |
| 2021 | — | 2 | |
| Total | — | 36 |
However, the fact that the companies that self-declared said taxes under the SOCIMI regime and that the Company's management do not expect these companies to go on to declare tax under the general tax scheme or to receive revenue subject to the general tax scheme, means that said amounts are not considered tax credits.
The reconciliation of Corporate Income Tax expenses at 31 December 2022 and 31 December 2021 is as follows:
| Thousands of Euros | Thousands of Euros | |||
|---|---|---|---|---|
| Tax regime | General | Tax regime | General | |
| for SOCIMIs | regime | for SOCIMIs | regime | |
| 31.12.2022 | 31.12.2022 | 31.12.2021 | 31.12.2021 | |
| Profit/(loss) before tax from continuing operations |
72,921 (38,032) |
24,160 | ||
| Consolidation adjustments | (3,200) | |||
| Aggregate profit before tax from continuing operations |
34,887 | 2 | 20,994 | (34) |
| Permanent differences | 346 | — | 19 | 12 |
| Temporary differences | (142) | (3) | 4,320 | (3) |
| Generation/(Offset) of unrecorded negative tax | ||||
| bases | — | — | — | — |
| Theoretical tax payable (0%–25%) | — | — | — | |
| Previous years' corporate income tax | — | — | — | — |
| adjustment Movement in Consolidated deferred tax |
— | — | — | 1,622 |
| liability (Notes 4f and 20b) Corporate income tax expense/income |
— | — | — | — |
The breakdown of Corporate Income Tax expenses into current and deferred tax is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Current tax expenses | — | — | ||
| Deferred tax expenses | — | 1,622 | ||
| — | 1,622 |
In accordance with current legislation, taxes cannot be considered definitive until they have been inspected and agreed by the taxation authorities or before the inspection period of four years has elapsed. At the 2022 reporting date, the last four fiscal years of the Group were open to inspection.
On 11 December 2019, the company Lar España Real Estate SOCIMI, S.A. initiated partial verification and inspection procedures in relation to the following items and periods:
| Item | Periods |
|---|---|
| Company tax | 2015 to 2018 |
| Value Added Tax | 2015 to 2018 |
| Withholdings/direct deposit Rtos. Work | 09/2015 to 12/2018 |
| /Professional Withholdings/direct deposit from movable capital |
09/2015 to 12/2018 |
| Withholdings from non-resident tax | 09/2015 to 12/2018 |
Initially, the inspecting body reported that the scope of the procedure would be confined to the proper verification of the regional taxation authority tax rates for the aforesaid items. Nevertheless, by means of a notification dated 16 July 2021, the inspections were expanded to include the verification of the VAT for the 2015 and 2016 periods on property transfers of any nature that were carried out.
On 7 February 2022, after the verification and inspection concluded, five certificates were signed in witness whereof, the result of which was a payment of zero Euros for all taxes and periods. Nevertheless, a sixth certificate was signed but contested, regarding the verification of VAT for the 2015 and 2016 periods. According to the contents of this last certificate, the proposed settlement comprised a total of EUR 41,683 thousand, EUR 34,313 thousand for the tax and EUR 7,370 thousand in interest on arrears.
According to the inspecting body, said regularisation proposal was the result of not having adhered to the terms of Article 110 of Law 37/1992, of 28 December, on Value Added Tax, by regularising the amounts of the tax paid in the 2014 period for the acquisition of various investment assets that the Parent company transferred in 2015 and 2016 to the following subsidiaries:
The directors of the Parent Company, with the support of the Group's tax advisers, believed that said regularisation proposal was not lawful. To this end, submissions in respect of the contested tax assessment were drafted and filed in due time and form.
The position taken in the tax assessment was confirmed in its conclusions, by means of the provisional tax settlement issued by the taxation authorities. Should the provisional settlement be confirmed by the taxation authorities and by the courts, neither the VAT charge nor the latepayment interest thereon would be recoverable.
The aforementioned settlement was contested in due time and form before the Central Economic-Administrative Tribunal, and a ruling is currently pending. Execution of the settlement issued by the taxation authorities was suspended in due time and form by providing the pertinent guarantees.
In the contested assessment, the taxation authorities held that there was no indication of a tax infringement. Nevertheless, contrary to the criterion expressed in the assessment, in the provisional settlement ultimately issued, they found that there were indeed signs of a tax infringement.
As a result of the foregoing, disciplinary proceedings were instituted, which concluded with a decision to levy two penalties for an aggregate amount of EUR 17,156 thousand. The aforementioned decision was contested in due time and form by filing an economicadministrative appeal before the Central Economic-Administrative Tribunal.
At the present date, a ruling is pending on the appeal against the penalty decision, and enforcement of the penalties imposed has been automatically suspended.
Based on the opinion of their tax advisors, the Directors of the Parent Company consider it likely that their claims will be upheld, either in the economic-administrative jurisdiction or in the law courts, and that no adjustment will ultimately have to be made. Consequently, no provision has been made in this respect in the accompanying consolidated annual accounts.
Inspections were also started at the Group company LE Retail Gran Vía de Vigo, S.A.U. to verify and inspect the Capital Transfer Tax and Stamp Duty for 2014 in relation to the property owned by said company, where an additional payment of EUR 824 thousand is being claimed. An economic-administrative claim has been filed arguing that such payment is inadmissible. The Directors believe that the claim will be admitted with no further amounts needing to be paid.
On 16 March 2022, the Regional Economic-Administrative Tribunal of Castilla la Mancha ruled in favour of LE Logistic Alovera I y II, S.A.U., in relation to the economicadministrative appeal filed against the settlement decision rendered by the regional government of Castilla la Mancha in respect of the transfer tax and stamp duty due under the TFC heading on the acquisition of two buildings located in the town of Alovera (Guadalajara). The tax debt amounting to EUR 2,317 thousand settled and deposited in due time and form by the taxpayer was reimbursed in full by the regional government of Castilla la Mancha, along with the pertinent late-payment interest.
On 8 June 2022, the LE Retail Lagoh, S.L.U. Group company was inspected for the Installations, Construction and Works Tax in relation to various works carried out in the Lagoh shopping centre, located in the municipality of Seville. At the date of preparation of these financial statements, the inspection procedure is at the stage prior to the signing of the minutes, with an estimated amount of EUR 486 thousand for the adjustment of instalments, which is recorded in the Consolidated Statement of Comprehensive Income for the financial year 2022.
On 20 May 2020, an inspection was launched to verify and inspect the transfer tax and stamp duty paid in 2016 in relation to the building owned by Group company LE Retail Vistahermosa, S.L.U. On 28 January 2021 the Company filed an economic-administrative appeal against the settlement decision. In February 2021 the Company set up a guarantee deposit of EUR 3,957 thousand, which was given to the Valencia tax authorities and recognised under "Non-current assets held for sale" at 31 December 2022.
The Parent Company's directors consider that the aforementioned taxes have been adequately settled, and consequently, even if discrepancies were to arise in the interpretation of prevailing standards with respect to the tax treatment of operations, the accompanying financial statements would not be significantly affected by any resulting liabilities.
SOCIMI reporting requirements are broken down in the individual financial statements of each of the Group companies.
The Group's activities are exposed to various financial risks: market risk, credit risk, liquidity risk, cash flow interest rate risk, tax risk, capital management and environmental risk. The Group's global risk management programme focuses on uncertainty in the financial markets and aims to minimise the potential adverse effects on the Group's profit.
The Group's Senior Management manages risks in accordance with policies approved by the Board of Directors. Senior Management identifies, evaluates and mitigates financial risks in close collaboration with the Group's operational units. The Board of Directors issues global risk management policies in writing, as well as policies for specific issues such as market risk, interest rate risk, liquidity risk and investments of cash surpluses.
(i) Market risk
As discussed in note 2h, we are currently in a macroeconomic environment with a high level of uncertainty caused mainly by the conflict in Ukraine.
In light of said circumstances and current conditions in the property sector, the Group has established specific measures that it plans to adopt to minimise their impact on its financial position.
The application of these measures is dependent on the outcome of the sensitivity analyses that the Group performs periodically. These analyses take the following factors into consideration:
Defined as the risk of financial loss for the Group if a customer or counterparty fails to discharge its contractual obligations.
Usually, the Group is not significantly exposed to credit risk and has policies in place to limit customer credit risk and it manages its exposure to credit recovery risk as part of its normal activities, and it has provided the usual security deposits and guarantees for its lease contracts. However, due to the impact the COVID-19 crisis had on operations in 2023 and 2021, there was a significant increase in recorded receivables, which were renegotiated as a whole and which in some cases, were identified as posing a high non-payment risk, with the Group recognising a provision for the impairment of all accounts receivable considered unlikely to be recovered (Note 11). This situation was reflected to a lesser extent in 2021 and 2022, with the Group recognising a provision for the impairment of all accounts receivable considered unlikely to be recovered (Note 11). Moreover, the Group has formal procedures in place to detect impairment of trade receivables. By means of these procedures and the individual analysis by business area, delays in payment can be detected and methods for estimating the impairment loss can be established.
The maximum exposure to credit risk for loans and other receivables at the reporting date of the Consolidated Statement of Financial Position is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Note | 2022 | 2021 | ||
| Non-current financial assets | 10 | 11,868 | 14,422 | |
| Other current financial assets | 10 | 3 | 3,944 | |
| Trade and other receivables | 11 | 17,359 | 37,038 | |
| Cash and cash equivalents | 12 | 197,141 | 313,199 | |
| 226,371 | 368,603 |
At 31 December 2022 the Group has cash totalling EUR 197,141 thousand, excluding the cash classified as non-current assets held for sale (EUR 313,199 thousand at 31 December 2021), which represents its maximum exposure to the risk associated with these assets.
At 31 December 2022, this balance includes EUR 170,165 thousand relating to deposits with immediate availability and maturity of less than 3 months, arranged and managed by Credit Suisse and Credite Agricole. During the period 2022 a financial income of EUR 575 thousand has been recorded in respect of the interest accrued on the deposits.
Cash is held at highly-rated banks and financial institutions.
An ageing of outstanding operating lease receivables at the end of 2022 and 2021 is shown below:
| Thousands of Euros 2022 |
|||||
|---|---|---|---|---|---|
| Not past due |
Less than 3 months |
Between 3 months and 6 months |
Between 6 months and 1 year |
Total | |
| Operating lease receivables (Note 11)(*) |
720 | 387 | 314 | 5,426 | 6,847 |
| Operating lease receivables – non-current assets held for sale (Note 9)(*) |
171 | 32 | 95 | 666 | 964 |
| Total assets | 891 | 419 | 409 | 6,092 | 7,811 |
*Excluding amounts with Public Entities and other concepts.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| Not past due |
Less than 3 months |
Between 3 months and 6 months |
Between 6 months and 1 year |
Total | |
| Operating lease receivables | 864 | 5,008 | 36 | 11,329 | 17,237 |
| Total assets | 864 | 5,008 | 36 | 11,329 | 17,237 |
The breakdown by region of the provision for impairment of receivables at 31 December 2022 and 2021 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2022 (*) | 2021 | |||
| Community of Valencia | 431 | 1,511 | ||
| Basque Country | 252 | 62 | ||
| Galicia | 1,021 | 831 | ||
| Castile – La Mancha | 1 | 27 | ||
| Catalonia | 320 | 296 | ||
| Castile and León | 43 | 115 | ||
| Andalusia | 2,667 | 1,978 | ||
| 4,735 | 4,820 | |||
(*) This does not include the provision for impairment of those companies classified as non-current assets held for sale amounting to EUR 535 thousand.
Defined as the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.
The Group applies a prudent policy to cover its liquidity risks based on having sufficient liquidity to meet its obligations when they fall due in both normal and stressed conditions, without incurring unacceptable loss or placing the Group's reputation at risk.
In this way the Company's Directors and Management made the decision, in 2021, to carry out two unsecured green bond issues for the amount of EUR 400 million and EUR 300 million to strengthen the liquidity position and cancel a large portion of the Group's financial LA debt in advance. These green bond issues were successfully completed in July 2021 and November 2021, respectively, and enabled the Group to pay off most of its financial debt, with almost all of it being repaid in 2022 with the repayment of the senior secured notes issued in 2015, which amounted to EUR 122.7 million at 31 December 2021.
The Group's exposure to liquidity risk at 31 December 2022 and 31 December 2021 is set forth below. The following tables show the analysis of financial liabilities by remaining contractual maturity dates.
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2022 | ||||||
| 3 | More | |||||
| Less | 1 to 3 | months | than 1 | |||
| than 1 | months | to 1 | year | Indefinite | Total | |
| Liabilities connected to non-current assets held for sale |
month — |
— | year 5,738 |
— | — | 5,738 |
| Financial liabilities from issue of bonds | — | — | 3,985 | 694,434 | — | 698,419 |
| Bank borrowings | — | — | 185 | 69,936 | — | 70,121 |
| Other non-current liabilities | 12 | — | — | — | 17,480 | 17,492 |
| Deferred tax liabilities | — | — | — | — | 15,578 | 15,578 |
| Trade and other payables | 5,769 | 4,810 | 1,597 | — | — | 12,176 |
| Total | 5,781 | 4,810 | 11,505 | 764,370 | 33,058 | 813,786 |
| Thousands of Euros 2021 |
||||||
|---|---|---|---|---|---|---|
| Less than 1 |
1 to 3 months |
3 months to 1 year |
More than 1 year |
Indefinite | Total | |
| Financial liabilities from issue of bonds | month — |
129,702 | — | 693,647 | — | 823,349 |
| Bank borrowings | — | — | 185 | 69,921 | — | 70,106 |
| Other non-current liabilities Deferred tax liabilities |
— — |
— — |
— — |
— — |
20,716 15,578 |
20,716 15,578 |
| Trade and other payables | 5,633 | 5,542 | 1,371 | — | — | 12,546 |
| Total | 5,633 | 135,244 | 1,556 | 763,568 | 36,294 | 942,295 |
Regarding the guarantees provided, the Group has also provided additional securities amounting to EUR 4,830 thousand (EUR 5,083 thousand at 31 December 2021), most of which relate to the amount of a guarantee deposited in February 2021 by LE Retail Vistahermosa, S.L.U. amounting to EUR 3,957 thousand, provided to the Valencian Tax Agency for an ingoing tax proceeding, which, in the opinion of the Group's directors and tax advisers, is likely to have a favourable ruling. In their best estimate, the Group Directors do not expect any obligation to materialise as a result thereof.
In addition, Lar España Real Estate SOCIMI, S.A. has signed a EUR 50 million guarantee facility with Credite Agricole to cover the amount of the settlement, as well as late payment interest, issued by the Technical Office of the Madrid Regional Inspection Unit in relation to the verification of VAT for the periods covered in 2015 and 2016 (Note 20d).
The Group manages interest rate risk by obtaining finance at fixed and variable rates. The Group's policy is to maintain non-current financing received from third parties at a fixed rate.
Additionally, at 31 December 2022, the Group holds short-term fixed-rate financial assets (deposits) to generate a return on cash surpluses not invested in investment property. Fixedrate financial assets are for the most part independent of market interest rate fluctuations.
At the reporting date, income and cash flows from the Group's operating activities are for the most part not significantly affected by fluctuations in market interest rates.
(v) Tax risk
As mentioned in Note 1, the Parent Company and part of the subsidiaries thereof have availed themselves of the special tax regime for SOCIMIs.
Among the obligations that the Parent Company must comply with are some that are more formalistic in nature, such as the inclusion of the term SOCIMI in the corporate name, the inclusion of certain information in the notes to the individual financial statements, listing on a stock exchange, etc., and others that additionally require the preparation of estimates and the use of judgements by Management (determination of taxable income, income tests, asset tests, etc.) that may be complex, especially considering that the SOCIMI Regime is relatively recent and is being implemented, fundamentally, through responses of the General Directorate of Taxation to queries raised by different companies. In this sense, Group Management, with the support of its tax advisers, evaluated its completion of the requirements of the SOCIMI regime, concluding that at 31 December 2022 all requirements were satisfied. Therefore, the Group shall continue to avail itself of the SOCIMI tax regime, and this has been taken into account when drawing up these consolidated financial statements.
Should the Group not meet the requirement established in the Regime, or the Companies' Shareholders' Meeting does not approve the dividend distribution proposed by the Board of Directors, calculated in accordance with the requirements set forth in the aforementioned law, the companies would be in breach of said law and, consequently, would have to file their tax returns under the general tax regime rather than that applicable to SOCIMIs (Note 1).
The Group's Directors constantly monitor compliance with the requirements of the SOCIMI regime. They consider that there is currently no tax risk associated with noncompliance with the SOCIMI regime.
The Group is essentially financed with its own capital and financial debt. In 2021 the Group issued unsecured green bonds in the amount of EUR 400 million and EUR 300 million.
The Group manages its capital with the aim of safeguarding its capacity to continue operating as a going concern, so as to continue providing shareholder remuneration and benefiting other stakeholders, while maintaining an optimum capital structure to reduce the cost of capital.
To maintain and adjust the capital structure, the Group can adjust the amount of dividends payable to shareholders (within the limits established by the SOCIMI regime), reimburse capital, issue shares or dispose of assets to reduce debt.
Like other groups in the sector, the Group controls its capital structure on a leverage ratio basis. This ratio is calculated as net debt divided by the sum of net debt and total capital. Net debt is the sum of financial debt (bonds, mortgages and derivatives) less cash and cash equivalents. Total capital is the sum of share capital plus the issue premium.
| Thousands of Euros | |||
|---|---|---|---|
| 31.12.2022 | 31.12.2021 | ||
| Total financial debt (Notes 15 and 16) | 768,540 | 893,455 | |
| Less, Cash and cash equivalents (Note 12) | (197,141) | (313,199) | |
| Net debt | 571,399 | 580,256 | |
| Total net equity | 898,754 | 855,387 | |
| Total | 1,470,153 | 1,435,643 | |
| Leverage ratio | 38.87 % | 40.42 % |
LAR España is aware that the integration of sustainability in its business model is essential to creating value for stakeholders, which is why in recent years, it has taken appropriate measures supported by the different internationally recognised standards.
Since January 2016, following the approval of its Sustainability Policy, Lar España has been drafting an ESG Action Plan, aligned with the United Nations SDG and the Paris Agreement (COP21) with the main objective of having a clear, defined roadmap at company level. Following the drafting of this Plan at a general level, the company proceeded to work on more specific issues and focused on more concrete issues, among others:
The next steps for the continuation of the emission reduction strategy are:
Sustainable mobility is a concept created to counteract the environmental and social problems associated with the urban mobility of citizens, something on which Lar España is focusing its efforts as it is considered an added value factor for the portfolio's assets. In this way, different alternatives are being studied in each of the assets with the aim of implementing different sustainable mobility solutions.
The main projects being undertaken are:
• Parking and access routes for bicycles, scooters and motorbikes, as well as designated parking for families and emergency vehicles near the main entrances and guided parking devices.
Currently, the 14 assets in Lar España's portfolio have electric vehicle charging points.
In this way, the mobility study in the Megapark business park has been completed with a local specialist provider, after which the results will be analysed for the implementation of specific measures. By 31 December 2022, 100% of the portfolio has electric charging units with a total of more than 200 electric vehicle charging points installed in the assets.
The Company has continued its commitment to participate in assessment and certification schemes to ensure that all properties operate as sustainably as possible, having achieved the following progress during 2022:
During 2022, the Company obtained ISO 14001 and 45001 certifications for all assets in which it has operational control, enabling it to standardise procedures and homogenise environmental management and occupational health and safety standards.
The ISO 14001 certification confirms the implementation of an effective environmental management system (EMS), the establishment of goals and objectives reviewed and approved by the management, the assets have environmental procedures and protocols in accordance with the activity, and the management of incidents and conformities is carried out. All of this facilitates achieving the strategic goals set by the Company. On the other hand, ISO 45001 is the international standard for occupational health and safety management systems, aimed at protecting workers and visitors from occupational accidents and illnesses. With this certification, Lar España shows its commitment to employee health and safety.
For the fifth consecutive year, Lar España has participated in the GRESB (Global Sustainability Real Estate Benchmark) assessment, which has become the standard for assessing environmental, social and governance (ESG) commitment in the real estate sector.
The Company has achieved a score of 85 points, which is 8% higher than the average of its competitors. The steady improvement in the overall score over the last few years with an increase of 55% since 2019 reflects the Company's commitment and the constant improvement made in sustainability issues.
The details of revenue are presented in Note 6, in conjunction with segment reporting. Note 8 includes the breakdown of lease income drawing a distinction between fixed rent (minimum guaranteed rent) and variable rent (based on the lessee's sales).
Details of other expenses are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2022 | 2021 | ||
| Services by independent professionals | 12,398 | 17,116 | |
| Insurance premiums | 386 | 355 | |
| Bank fees and commissions | 122 | 308 | |
| Advertising and publicity | 1,095 | 803 | |
| Common expenses | 2,874 | 4,264 | |
| Taxes | 2,655 | 2,547 | |
| Impairment losses and uncollectibility of trade and other receivables (Note 11a) |
1,891 | 137 | |
| Remuneration of the Board of Directors (Note 27b) (*) | 615 | 590 | |
| Other expenses | 603 | 1,768 | |
| 22,639 | 27,888 |
(*) Includes the non-executive secretary's remuneration.
The item "Independent professional services" corresponds mainly to the expense corresponding to the accrual of the base fee linked to the contract with the manager, LAR Group, amounting to EUR 5,391 thousand (EUR 8,609 thousand in 2021), and the variable fee of EUR 80 thousand in 2022 for the performance fee (EUR 134 thousand in 2021) (Note 27a).
Invoices issued to tenants include rebilled communal expenses (shared utility costs, services related to the management of the property, taxes, etc.) for the amount of EUR 27,009 thousand (EUR 29,784 thousand at 31 December 2021), which are net of the amount recorded under "Communal expenses".
In addition, the item "Impairment and uncollectibility losses on trade and other receivables" includes the movement in the provision for impairment and impairment of trade and other receivables for the period.
The details of financial profit/(loss) at 31 December 2022 and 31 December 2021 are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2022 | 2021 | |
| Financial income | ||
| Financial revenue from deposits | 575 | 7 |
| Other financial income | 311 | — |
| Financial expenses | ||
| Financial expenses due to bank borrowings (Note 16b) | (1,327) | (16,021) |
| Financial expenses due to bonds (Note 16a) | (14,421) | (8,738) |
| Financial expenses due to derivatives (Note 16b) | — | (1,662) |
| Other financial expenses | (453) | (270) |
| Impairment and profit/(loss) in disposals of financial instruments | — | (402) |
| Changes in the fair value of financial instruments (Notes 12 and 16b) | (4,336) | 1,465 |
| (19,651) | (25,621) |
Details of employee benefits expense at 31 December 2022 and 2021 are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Salaries and wages | 865 | 541 | ||
| Other benefits and taxes | 63 | 51 | ||
| 928 | 592 |
Each company's contribution to consolidated profit for the period is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2022 | 2021 | ||
| Lar España Real Estate SOCIMI, S.A. | (30,062) | (22,120) | |
| LE Logistic Alovera I y II, S.A.U. | 288 | (20) | |
| LE Retail Hiper Albacenter, S.A.U. | (385) | (349) | |
| LE Retail Alisal, S.A.U. | (4) | (6) | |
| LE Offices Eloy Gonzalo 27, S.A.U. | (4) | (3) | |
| LE Retail As Termas, S.L.U. | 7,299 | 3,456 | |
| LE Retail Hiper Ondara, S.L.U. | 32,749 | 12,800 | |
| LE Offices Joan Miró 21, S.L.U. | (8) | (34) | |
| LE Logistic Alovera III y IV, S.L.U. | (4) | (3) | |
| LE Logistic Almussafes, S.L.U. | (12) | (160) | |
| LE Retail Vidanova Parc, S.L.U. | 4,537 | 1,677 | |
| LE Retail El Rosal, S.L.U. | 2,835 | 1,996 | |
| LE Retail Galaria, S.L.U. | (4) | (3) | |
| LE Retail Lagoh, S.L.U. | 24,304 | 11,046 | |
| LE Retail Vistahermosa, S.L.U. | 9,612 | 3,865 | |
| LE Retail Sagunto II, S.L.U. | 404 | 52 | |
| Lar España Inversión Logística IV, S.L.U. | (3) | (2) | |
| LE Retail Villaverde, S.L.U. | (4) | (7) | |
| LE Retail Anec Blau, S.L.U. | 8,410 | 4,754 | |
| LE Retail Albacenter, S.L.U. | 519 | 2,755 | |
| LE Retail Txingudi, S.L.U. | (1,821) | 934 | |
| LE Retail Las Huertas, S.L.U. | 277 | 236 | |
| LE Offices Marcelo Spínola 42, S.L.U. | (12) | (49) | |
| LE Retail Gran Vía de Vigo, S.A.U. | 1,440 | (660) | |
| LE Retail Abadía, S.L.U. | 8,055 | 5,090 | |
| Inmobiliaria Juan Bravo 3, S.L. | 27 | 395 | |
| LE Retail Hipermercados I, S.L.U. | — | (258) | |
| LE Retail Hipermercados II, S.L.U. | — | (424) | |
| LE Retail Hipermercados III, S.L.U. | — | (419) | |
| LE Retail Rivas, S.L.U. | 4,494 | 1,244 | |
| LE Retail Córdoba Sur, S.L.U. | (6) | (1,623) | |
| Profit/(loss) before tax | 72,921 | 24,160 | |
| Income tax | — | 1,622 | |
| Profit after tax | 72,921 | 25,782 |
On 29 December 2021, the Parent Company approved a new agreement with its management company, Grupo Lar Inversiones Inmobiliarias, S.A. (the "Management Company"), for the purpose of renewing the terms of the Investment Management Agreement (IMA). According to the aforementioned novation, the IMA will be effective for 5 years from 01 January 2022. In addition, the structure of the fees payable to the Management Company (base fee and performance fee) has been modified.
The base fee or fixed amount payable to the Management Company will be calculated as 0.62% of the value of EPRA net tangible assets (excluding net cash) at 31 December the previous year.
The base fee accrued by the manager totalled EUR 5,391 thousand in 2022 (EUR 8,609 thousand in 2021) is recorded under "Other operating expenses" on the Consolidated Statement of Comprehensive Income. At 31 December 2022 an amount of EUR 544 thousand is outstanding (at 31 December 2021 an amount of EUR 715 thousand was provisioned and outstanding).
In relation to the previous contract in force as of 31 December 2021, this was effective for 4 years from 1 January 2018. In addition, the fee structure for the Management Company, the "base fee" payable to the Management Company was calculated on the basis of an annual amount equal to the higher of (i) EUR 2 million, or (ii) the sum of (a) 1. 00% of the EPRA net asset value (excluding net cash) as at 31 December of the previous financial year up to an amount less than or equal to EUR 1 billion, and (b) 0.75% of the EPRA NAV (excluding net cash) as at 31 December of the previous financial year in respect of the amount exceeding EUR 1 billion.
Similarly, the performance fee payable to the Management Company, at 31 December 2022, will be the lesser of: (i) the sum of 8% of the amount exceeding 8.5% of the increase in EPRA NTA of the Group (net of capital increases and reductions and dividend payouts) plus 2% of the amount exceeding 8.5% of the annual increase in market capitalisation (net of capital increases and reductions and dividend pay-outs); (ii) 10% of the high-water mark outperformance, and will be subject to an aggregate limit equal to 1.5 times the amount of the annual fixed amount. Pursuant to Clause 7.2.2 of the management agreement, the Parent Company can choose whether to pay the performance fee in cash or in the form of treasury shares.
In relation to this variable amount, at 31 December 2022, an amount of EUR 80 thousand has been recorded and is pending payment (EUR 134 thousand at 31 December 2021).
In relation to the management contract in force as at 31 December 2021, the performance fee payable to the Management Company was calculated by applying 16% to the increase in the Group's EPRA NAV above 10% and 4% to the increase in the Parent's market capitalisation above 10%, adjusted in both cases for certain circumstances under the IMA, and was subject to an aggregate limit equal to 3% of the Group's EPRA NAV as at 31 December of the preceding financial year. Pursuant to Clause 7.2.2 of the Management Agreement, Grupo Lar Inversiones Inmobiliarias, S.A. must use the amount earned as the Performance Fee (after deducting the applicable Corporate Income Tax amount) to subscribe any shares that the Parent Company may issue, or as so decided by the Parent Company, to acquire the treasury shares of the same.
The Group has also signed a contract with a related company, Gentalia 2006, S.L., (an investee in which Grupo Lar Inversiones Inmobiliarias, S.A. has a majority shareholding) for the provision of services related to the administration of property assets. On 1 July 2022, the contract was renewed for a period of 3 years, i.e. until 30 June 2025.
At 31 December 2022 the expense incurred in this item amounted to EUR 2,367 thousand (EUR 2,387 thousand at 31 December 2021), of which EUR 342 thousand was pending payment as at 31 December 2021 (EUR 414 thousand at 31 December 2021).
The remuneration received by the members of the Board of Directors and Senior Management personnel of the Group during 2022 and 2021, classified by item, is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Salaries | Insurance Allowances premiums |
Salaries | Insurance Allowances premiums |
|||||
| Board of Directors | — | 615 | 180* | — | 590 | 148* | ||
| Senior Management | 865 | — | — | 541 | — | — |
* The amount for insurance premiums covering civil liability for damages from acts or omissions corresponds to the Company's Board of Directors and Senior Management.
Allowances for the Board of Directors include EUR 85 thousand for the non-executive Secretary of the Board of Directors (EUR 85 thousand at 31 December 2021).
At 31 December 2022, the Company has 6 Board members, 4 of whom were men and 2 are woman (at 31 December 2021 the company had 7 Board members, 5 of whom were men and 2 were woman).
The salaries of Senior Management include both fixed and variable remuneration. The latter accrues annually based on the extent to which the specific targets established for each year have been met and it is paid entirely in cash, comprising a bonus, which is paid in the early months of the year following the year of accrual, and long-term variable remuneration (ILP), which will be settled at the end of the respective programme, subject to the employee remaining with the Company and provided no events occur that resulted in changes in the data on which the annual amount payable for the ILP was estimated.
The ILP approved by the Board of Directors in 2022 comprises the 2022-2024 period, so the long-term variable remuneration for those years will be paid, if the conditions are met, in the first four months of 2025. The amount shown for Salaries in the above table includes EUR 69 thousand for the amount of the ILP accrued in 2022, which will be paid, if due, in 2025. In 2022 Senior Management received EUR 164 thousand in settlement of the previous ILP, which fell due this year.
At the 2022 year end there are certain agreements in place with members of Senior Management which stipulate the payment of termination benefits in the event of termination of employment under certain circumstances, following a change of control of the Parent Company. The contingent liability does not in any case exceed one year's remuneration.
At 31 December 2022 and 2021 the Group has no pension, life insurance, stock options or compensation obligations with former or current members of the Board of Directors or Senior Management personnel of the Parent Company.
At 31 December 2022 and 2021 no advances or loans have been extended to members of the Board or Senior Management.
(c) Transactions other than ordinary business or under terms differing from market conditions carried out by the Directors
Apart from the transactions with related parties listed above, in 2022 and 2021 the Directors have not carried out any transactions other than ordinary business or with conditions other than market conditions with related parties or with Group companies.
(d) Investments and positions held by the Directors and their related parties in other companies
The Directors of the Parent Company and their related parties have had no conflicts of interest requiring disclosure in accordance with Article 229 of the Revised Spanish Companies Act.
However, a board member, Mr. Miguel Pereda Espeso, holds certain positions in companies with similar or complementary statutory activities to that of the Group. These positions are listed in the individual annual accounts of the Parent Company.
The average headcount of the Group at 31 December 2022 and 2021, distributed by category, is as follows:
| 2022 | 2021 | |
|---|---|---|
| Professional category | ||
| Senior Management | 4 | 3 |
| Total | 4 | 3 |
The distribution of Group personnel by gender at 31 December 2022 and 2021 is as follows:
| Number | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Women | Men | Women | Men | |||
| Senior Management | 1 | 3 | 1 | 3 | ||
| Total | 1 | 3 | 1 | 3 |
In the 2022 and 2021 periods, the Group had no employees with a 33% or greater disability.
During 2022 and 2021, fees for audit and other related services charged to the Group by the auditor of the consolidated financial statements, Deloitte, S.L., and by companies belonging to the Deloitte network, as well as fees for services charged by the auditors of the individual financial statements of the companies included in the consolidation and by the entities related thereto through control, shared property or management were as follows (in thousands of Euros):
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | |||
| 358 | 365 | |||
| 26 | 151 | |||
| — | — | |||
| 384 | 516 | |||
On 16 January 2023, the Parent Company completed a partial debt repurchase process of the two green bond issues (Note 10), for a total nominal amount of EUR 110 million at a discount of 18%, equivalent to a final price of EUR 90.5 million. The purchased bonds have been fully cancelled upon settlement of their repurchase.
These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.a). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.
| Shareholding % | Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company | Activity | Type | Direct | Total | Share capital |
Operating profit |
Profit | Interim dividends |
Other equity |
Total net equity |
| LE Logistic Alovera I y II, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (4) | 293 | (227) | 3,527 | 3,653 |
| LE Retail Hiper Albacenter, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (109) | (109) | — | 15,323 | 15,274 |
| LE Retail Alisal, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (4) | 1 | — | 2,278 | 2,339 |
| LE Offices Eloy Gonzalo 27, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (4) | (3) | — | 341 | 398 |
| LE Retail As Termas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | 1,595 | 1,532 | (1,438) | 36,823 | 36,921 |
| LE Logistic Alovera III y IV, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (4) | (3) | — | 632 | 633 |
| LE Logistic Almussafes, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (12) | (6) | — | 2,808 | 2,806 |
| LE Retail Hiper Ondara, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 4 | 5,361 | 5,109 | (4,346) | 146,146 | 146,913 |
| LE Offices Joan Miró 21, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (8) | (7) | — | 765 | 762 |
| LE Retail Vidanova Parc, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | 26 | (8) | — | 30,259 | 30,255 |
| LE Retail El Rosal, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 3 | 2,772 | 2,689 | (2,389) | 26,494 | 26,797 |
| LE Retail Galaria, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (4) | (4) | — | 407 | 407 |
| LE Retail Lagoh, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 3 | 3,576 | 3,387 | (2,781) | 122,152 | 122,761 |
| LE Retail Sagunto II, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 17 | 348 | (327) | 1,091 | 1,115 |
| LE Retail Vistahermosa, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 217 | 170 | (74) | 23,400 | 23,499 |
| Lar España Inversión Logística IV, S.L.U. | The acquisition and development of properties for lease |
Subsidiary | 100 | 100 | 3 | (4) | — | — | 1,945 | 1,948 |
| LE Retail Villaverde, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (4) | — | — | 1,745 | 1,748 |
| Shareholding % | Thousands of Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Activity | Type | Direct | Total | Share capital |
Operating profit |
Profit | Interim dividends |
Other equity |
Total net equity |
|
| LE Retail Anec Blau, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 3 | 943 | 937 | (812) | 92,494 | 92,622 | |
| LE Retail Albacenter, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 1,247 | 1,262 | (1,093) | 37,645 | 37,817 | |
| LE Retail Txingudi, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 709 | 722 | (417) | 35,267 | 35,575 | |
| LE Retail Las Huertas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 175 | 138 | (108) | 13,030 | 13,063 | |
| LE Offices Marcelo Spínola, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (12) | 1 | — | 6,505 | 6,509 | |
| LE Retail Gran Vía de Vigo, S.A.U.* | Leasing of property | Subsidiary | 100 | 100 | 502 | 1,577 | 1,430 | (1,089) | 32,851 | 33,694 | |
| LE Retail Abadía, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 7,204 | 2,614 | 2,541 | (2,267) | 20,127 | 27,605 | |
| LE Retail Rivas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 798 | 757 | (663) | 29,486 | 29,583 | |
| LE Retail Córdoba Sur, S.L.U. | The acquisition and development of properties for lease |
Subsidiary | 100 | 100 | 4 | (6) | (8) | — | (665) | (669) | |
| 8,014 | 21,452 | 21,169 | (18,031) | 682,876 | 694,028 |
* Company audited by Deloitte, S.L.
All the companies have their registered office at Calle María de Molina 39, Madrid.
| Shareholding % | Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Registered office |
Activity | Auditor | Type | Direct | Total | Share capital |
Operating profit |
Profit | Dividends | Other equity |
Total net equity |
| Inmobiliaria Juan Bravo 3, S.L. |
María de Molina 39, Madrid |
Property development |
- | Associated | 50 | 50 | 1,483 | (248) | (248) | — | 1,665 | 2,900 |
| Shareholding % | Thousands of Euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Activity | Type | Direct | Total | Share capital |
Operating profit |
Profit | Interim dividends |
Other equity |
Total net equity |
|
| LE Logistic Alovera I y II, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (20) | (18) | — | 3,545 | 3,587 | |
| LE Retail Hiper Albacenter, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (94) | (96) | — | 15,000 | 14,964 | |
| LE Retail Alisal, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (5) | (1) | — | 2,279 | 2,338 | |
| LE Offices Eloy Gonzalo 27, S.A.U. | Leasing of property | Subsidiary | 100 | 100 | 60 | (3) | (3) | — | 343 | 400 | |
| LE Retail As Termas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | 677 | 605 | (383) | 34,131 | 34,357 | |
| LE Logistic Alovera III y IV, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (3) | (2) | — | 634 | 636 | |
| LE Logistic Almussafes, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (160) | (154) | — | 2,962 | 2,812 | |
| LE Retail Hiper Ondara, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 4 | 4,587 | 1,174 | (934) | 141,550 | 141,794 | |
| LE Offices Joan Miró 21, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (34) | (33) | — | 798 | 769 | |
| LE Retail Vidanova Parc, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | 1,339 | 153 | — | 29,605 | 29,762 | |
| LE Retail El Rosal, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 3 | 2,053 | 553 | (330) | 25,046 | 25,272 | |
| LE Retail Galaria, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 4 | (3) | (3) | — | 410 | 411 | |
| LE Retail Lagoh, S.L.U.* | Leasing of property | Subsidiary | 100 | 100 | 3 | 4,640 | 1,395 | (447) | 118,153 | 119,104 | |
| LE Retail Sagunto II, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 10 | 10 | — | 1,085 | 1,098 | |
| LE Retail Vistahermosa, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 1,404 | 913 | (657) | 22,734 | 22,993 | |
| Lar España Inversión Logística IV, S.L.U. | The acquisition and development of | Subsidiary | 100 | 100 | 3 | (2) | 2 | — | 1,943 | 1,948 | |
| properties for lease | |||||||||||
| LE Retail Villaverde, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (6) | (3) | — | 1,748 | 1,748 | |
| LE Retail Anec Blau, S.L.U.* |
Leasing of property | Subsidiary | 100 | 100 | 3 | (1,208) | (1,224) | — | 90,551 | 89,330 | |
| LE Retail Albacenter, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 649 | 657 | (536) | 36,229 | 36,353 | |
| LE Retail Txingudi, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (351) | (343) | — | 34,658 | 34,318 | |
| LE Retail Las Huertas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (222) | (245) | — | 13,217 | 12,975 | |
| LE Offices Marcelo Spínola, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | (49) | (36) | — | 6,541 | 6,508 |
Appendix I
| LE Retail Gran Vía de Vigo, S.A.U.* |
Leasing of property | Subsidiary | 100 | 100 | 502 | 2,029 | (204) | — | 31,003 | 31,301 |
|---|---|---|---|---|---|---|---|---|---|---|
| LE Retail Abadía, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 7,204 | 2,433 | 1,372 | (905) | 18,832 | 26,503 |
| LE Retail Rivas, S.L.U. | Leasing of property | Subsidiary | 100 | 100 | 3 | 1,837 | 402 | — | 28,571 | 28,976 |
| LE Retail Córdoba Sur, S.L.U. | The acquisition and development of properties for lease |
Subsidiary | 100 | 100 | 4 | (1,623) | (1,623) | — | 958 | (661) |
| 8,014 | 17,875 | 3,248 | (4,192) | 662,526 | 669,596 |
* Company audited by Deloitte, S.L.
All the companies have their registered office at Calle María de Molina 39, Madrid.
.
| Shareholding % | Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Registered | Operating | Total net | ||||||||||
| Company | office | Activity | Auditor | Type | Direct | Total | Share | profit | Dividends | Other | equity | |
| capital | Profit | equity | ||||||||||
| Inmobiliaria | María de | Property | - | Associated | 50 | 50 | 1,483 | 232 | 230 | — | 1,241 | 2,954 |
| Juan Bravo 3, | Molina 39, | development | ||||||||||
| S.L. | Madrid |
The Group is a group of companies that was created in 2014 with an externalised management structure. It has designated Grupo Lar Inversiones Inmobiliarias, S.A. as exclusive manager, a company that has fifty years of experience in the property market and a long history of generating value through various property cycles in the last decades, and that has alliances with some of the most internationally renowned investors.
Strategic management, allocation of resources, risk management and corporate control, as well as accounting and financial reports are among the main responsibilities of the Group's Board of Directors.
During 2022 and 2021 the Group has carried out its activity with the following types of assets:
The Group focuses its strategy on searching for shopping centres and single-tenants premises parks with great potential for growth and with opportunities of improvement in asset management, mainly those where there is the possibility to replace or expand.
Additionally, the Group made an exception investment in the luxury residential market in Madrid, through the joint development (50%) of the Lagasca99 project with PIMCO. The development, which has been delivered on 2019, is not in response to a strategic line in envisaged in the future business plans.
The Group's investment policy focuses mainly on the following:
At the 2022 reporting date, the Group's ordinary revenue amounted to EUR 80,228 thousand, corresponding to the business in which the Group is engaged, the rental business.
During 2022 the Group incurred "Other operating expenses" amounting to EUR 22,639 thousand, corresponding essentially to the fees for management provided by Grupo Lar Inversiones Inmobiliarias, S.A. to the Group (EUR 5,471 thousand), recurrent services that are directly linked to the everyday management of the assets by the amount of EUR 11,282 thousand.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) is calculated as the result of the operations, net of the change in fair value of investment property, net of amortization expenses, stood at EUR 60,024 thousand.
The valuation during 2022 of the assets held by the Group at 31 December 2022, according to the independent valuation conducted by Cushman & Wakefield and JLL at the close of the financial year supposed a negative effect in the consolidated profit and loss of EUR 32,575 thousand.
The financial result was negative amount of EUR 19,651 thousand, including impairment and result from the disposals of financial instruments and changes in the fair value of financial instruments and without considering the share of profit (loss) for the year of investments accounted for using equity method.
The Group's loss for the period was EUR 72,921 thousand.
By area of activity, we should be emphasised:
As at 31 December of 2022, the Group occupied across its whole business 96.6% the gross leasable area (GLA), the occupancy rate at retail centres being 95.9%. Retail parks occupancy stands at 97.6%.
As at 31 December of 2022, the Group has a portfolio of real estate rental projects covering shopping centres (310,707 sqm) and retail parks (239,684 sqm). The overall total gross leasable area of 550,391 sqm.
As at 31 December of 2022, the Group revealed the following financial indicators:
These ratios represent particularly high values, indicating that the Group enjoys a sufficient level of liquidity and a high degree of safety margin in order to meet its payments.
The ROE (Return on Equity), which measures the profitability obtained by the Group on its own shares, totals 8.25 % (3.03% as of 31 December 2021). This is calculated as the quotient of the profit for the last 12 months and the Company's net equity, averaged over the last four quarters.
The ROA (Return on Assets), which measures the efficiency of the Group's total assets, regardless of the source of funding used, i.e. the capacity of a company's assets to generate profit, is 4.26% (1.51% as of 31 December 2021); This is calculated as the quotient of the profit for the last 12 months and the Company's total assets, averaged over the last four quarters.
In accordance with the recommendations issued by the European Securities and Markets Authority (ESMA) regarding the calculation and determination of Alternative Performance Measures used by the Company's Management in taking financial and operational decisions, sections 5 and 8 of the "Full yearly report 2022", which was published on the same date as these Financial Statements and explanatory notes, state how the EPRA (European Public Real Estate Association) indicators are calculated and defined.
The Group undertakes operations the main aim of which is to prevent, reduce or rectify any damage which it could cause to the environment as a result of its activities. However, given its nature, the Group's operations have no significant environmental impact.
For more information about this kind of operations, see "Full Year Report FY 2022" section 3.
As at 31 December of 2022 the Group has 4 employees (3 men and 1 woman). Said employees are classified as Senior Management. In the 2022 period the Company has had no employees with a 33% or greater disability.
At 31 December 2022, the Group's financial debt amounted to EUR 768,540 thousand. The level of debt is related basically to the two green bonds issuances, launched in July and November 2021. This also includes a credit line arranged by the Parent Company with European Investment Bank.
As at 31 December of 2022, the Group's short-term financial debt stands at EUR 4,170 thousand.
The Group intends its debt's maturity profile to be in line with its ability to generate cash flow to cover the debt.
In June 2022 the credit facility the Parent Company held with Bankinter was renewed for one year without any changes to the amount thereof, although it is now pegged to the EURIBOR 3M rather than the EURIBOR 12M.
The financial expenses accrued on loans during the twelve months ended 31 December 2022 amounted to EUR 1,327 thousand, and the effect of the amortised cost of these was EUR 64 thousand. The accrued, unpaid interest at 31 December 2022 amounts to EUR 185 thousand.
During 2021, the Group restructured its debt in the form of two unsecured green bond issuances in the amount of EUR 400 million in June 2021 and EUR 300 million in November 2021. The conditions of these issuances are broken down in the consolidated financial statements of the Group for the year ending 31 December 2021.
In this regard, the Group had an outstanding amount at 31 December 2021 corresponding to the issuance of bonds in 2021 which, on 17 February 2022, was repaid in total, repaying EUR 122.7 million. Furthermore, all guarantees granted in the framework of the issuance have been lifted and cancelled, including several mortgages, in addition to various pledges on the corresponding stocks and shares.
The financial expenses accrued on the bonds during the twelve months ended 31 December 2022 amounted to EUR 14,421 thousand, and the effect of the amortised cost thereof was EUR 5,566 thousand. The accrued, unpaid interest at 31 December 2022 amounts to EUR 3,985 thousand.
As of 31 December of 2022, the Group presents Investment commitments pertaining to investment property totalled EUR 1,880 thousand, in addition to the indications in section 3.1.
As at 31 December of 2022, the Group does not present off-balance-sheet transactions that have had, or are expected to have, a significant effect on the financial position of the Group, the revenue and expenditure structure, the operating result, liquidity, capital expenses or on own resources.
The Group is exposed to a variety of risk factors arising from the nature of its business. The Group's Board of Directors is responsible for approving the risk management and control policy, and it assumes responsibility for identifying the Group's main risks and supervising the internal oversight systems; it is informed by the Audit and Oversight Committee. The Group's Risk Management and Control System identifies, groups, manages and control risks that could potentially affects said Group in the areas that make up the Group's corporate risk map, which is adequately reported in the Annual Corporate Governance Report.
In addition to these risks and impacts, refer to section 7 of this management report in order to see the most important ones.
LAR España is aware that the integration of sustainability in its business model is essential to creating value for stakeholders, which is why in recent years, it has taken appropriate measures supported by the different internationally recognised standards.
Since January 2016, following the approval of its Sustainability Policy, Lar España has been drafting an ESG Action Plan, aligned with the United Nations SDG and the Paris Agreement (COP21) with the main objective of having a clear, defined roadmap at company level. Following the drafting of this Plan at a general level, the company proceeded to work on more specific issues and focused on more concrete issues, among others:
Compliance Statement".
• From the perspective of efficiency in properties, Lar España has worked together with KPMG in the development of an Energy Efficiency Plan that will be implemented asset by asset after the completion of Energy Audits and supported by an automated data platform to obtain data on consumption and emissions of the assets, which allows real-time monitoring and was designed and implemented specifically for Lar España. In addition, the company is studying the implementation of photovoltaic panels on most of the assets in the portfolio, after having energy contracts with a guarantee of origin on all of them.
The next steps for the continuation of the emission reduction strategy are:
Sustainable mobility is a concept created to counteract the environmental and social problems associated with the urban mobility of citizens, something on which Lar España is focusing its efforts as it is considered an added value factor for the portfolio's assets. In this way, different alternatives are being studied in each of the assets with the aim of implementing different sustainable mobility solutions.
The main projects being undertaken are:
• Parking and access routes for bicycles, scooters and motorbikes, as well as designated parking for families and emergency vehicles near the main entrances and guided parking devices.
Currently, the 14 assets in Lar España's portfolio have electric vehicle charging points installed.
In addition, the mobility study in the Megapark business park has been completed with a local specialist provider, after which the results will be analysed for the implementation of specific measures.
The Company has continued its commitment to participate in assessment and certification schemes to ensure that all properties operate as sustainably as possible, having achieved the following progress during 2022:
During 2022, the Company obtained ISO 14001 and 45001 certifications for all assets in which it has operational control, enabling it to standardise procedures and homogenise environmental management and occupational health and safety standards.
The ISO 14001 certification confirms the implementation of an effective environmental management system (EMS), the establishment of goals and objectives reviewed and approved by the management, the assets have environmental procedures and protocols in accordance with the activity, and the management of incidents and conformities is carried out. All of this facilitates achieving the strategic goals set by the Company. On the other hand, ISO 45001 is the international standard for occupational health and safety management systems, aimed at protecting workers and visitors from occupational accidents and illnesses. With this certification, Lar España shows its commitment to employee health and safety.
For the fifth consecutive year, Lar España has participated in the GRESB (Global Sustainability Real Estate Benchmark) assessment, which has become the standard for assessing environmental, social and governance (ESG) commitment in the real estate sector.
The Company has achieved a score of 85 points, which is 8% higher than the average of its competitors. The steady improvement in the overall score over the last few years with an increase of 55% since 2019 reflects the Company's commitment and the constant improvement made in sustainability issues.
After the volume of investments made since March 2014, active property management capacity will be key in upcoming years.
This active management strategy will lead to an increase in current income and in profitability with respect to purchase price. All of this will be reflected in the increased value of the assets in our portfolio.
The Group will, however, continue to analyse any investment opportunities that may be attractive and thus continue to generate value for its shareholders.
With the appropriate reservations given the current situation, we believe that the Group will be in a position to continue making progress in 2023 and in subsequent years.
The health crisis triggered by COVID-19 described in the consolidated financial statements for the year ended 31 December 2021 has had a very limited impact on the Group's operations during 2022, as there were no further shutdowns imposed by the government. However, the economic impact of the crisis continues to have an impact on the Group's activity and the tenants of its shopping centres, with the directors of the Parent Company continuously assessing them.
In this connection, during 2022, the Group continued with the commercial policies implemented in 2020 and 2021 to support the tenants of its shopping centres by granting discounts and extensions on the payment of rent, although during 2022 these policies have been very limited. As a result of these circumstances, the Group has recognised under "Operating lease receivables - income linearisation" the amount pending allocation to income from these discounts granted to tenants, coming to a total at 31 December 2022 of EUR 3,877 thousand.
On 24 February 2022, Russia launched an invasion of Ukraine, leading to a war between these countries, the consequences of which remain uncertain at present. The Company's directors, after assessing the possible repercussions of this situation, have considered that it would not, a priori, have a direct impact on its financial statements, since all its operations are domestic, and it does not depend on any raw materials that could be affected by supply cuts.
Nevertheless, the above situation has increased uncertainty in global markets and led to a substantial rise in energy and other natural resource costs, particularly in Europe. This, in conjunction with other factors, was reflected in Spain's macroeconomic scenario in the form of higher inflation and an increase in living costs, triggering interest rate hikes by the European Central Bank in response.
The aforementioned situation and its potential indirect impacts on the Group are being monitored by Senior Management and the Directors. Lease payments are pegged to the CPI and have been revised in 2022. Activity levels at the shopping centres and business parks are tracked to identify possible downturns in footfall and/or consumer demand that might affect the tenants' affordability rates.
The independent experts engaged by Group have considered the economic situation at year end when determining the fair value of the Group's investment property. Nevertheless, the situation could be affected by rapid changes in market conditions brought about by global geopolitical and economic factors.
Given the reigning geopolitical uncertainty and volatility, the Directors and Senior Management of the Company continue to monitor the conflict and its consequences in order to successfully deal with any possible future impacts.
The company benefits from a business model unlike any other on the Spanish property market, pioneering specialist services in the Spanish retail sector.
With more than 50 years of behind it, the group has successfully dealt with past crisis situations and has a highly expert management team recognized at all decision-making and management levels.
Thanks to a wealth of professional experience in retail asset management, Lar España operates teams that specialise in the Spanish retail sector. Since it was first created, the company has made profitable management and continually improving its assets a priority, investing in technology and committed to achieving a robust client portfolio to provide unique added value to its properties.
During COVID-19 pandemic, the SOCIMI (REIT) Lar España Real Estate reached case-by-case rental agreements of virtually all of the gross lettable area in its centres. The Company has managed each situation directly, without intermediaries, which has enabled it to reach agreements quickly, which are adapted to the specific needs of each tenant and activity. The agreements have largely been reached in conditions that represent a major compromise by both parties, strengthening relations with retailers and consolidating the term and stability of the agreements, as well as that of all the shopping centres and retail parks.
In terms of location and standing in their respective catchment areas, the company's properties are dominant in their catchment areas. A premium collection of properties with high value-add that secures sustainable returns for shareholders.
The company's shopping centres boast an occupancy rate of 96.6%, operating at close to full capacity.
In the large majority of cases, Lar España also fully owns its properties, affording it complete control over decision-making. This allows it to efficiently promote and implement measures and strategies that meet the requirements of the market and its customers at all times.
Lar España has a solid, diversified and high-quality tenant base, enjoying a healthy and collaborative relationship with them all – now even more so given the present climate.
The top ten tenants account for 33.4 % of its rental income, and more than 65% of all the leases signed with retailers have a remaining term beyond 2025.
The company's properties have a clear competitive edge in their catchment areas, generally offering more than 550,391 sqm of retail space and located in regions with an above average per capita income for Spain.
The company communicates openly and regularly with all of its tenants, across all its properties. All of its strategies share the clear objective of guaranteeing the safety of its customers and employees, to ensure that all the stores in the company's portfolio can carry on their activity.
The company's strong liquidity levels and financial autonomy afford it considerable economic resilience. This stands it in excellent stead to face scenarios such as this current one, having carried out stress tests that have produced satisfactory results on its annual business model.
With an average cost of 1.8%, 100% at fixed rate, and as well as no major lease expires in the next 3 years.
The company has reactivated its CAPEX plan and all decisions will be made on the premise of achieving solid returns via effective management and value uplift across all of its assets and taking into account the exposure to inflationary risk.
Due to the inherent characteristics of the companies that make up the Group, and their activities and structure, the Group does not usually conduct any research, development and innovation initiatives. However, Lar España remains committed to becoming the leader of the transformation of the retail sector, by creating new, more efficient and digital methods of interacting with external and internal customers (Customer Journey Experience).
On 14 January 2020, a new share buy-back programme was formalised between Lar España and its liquidity provider, aimed at a maximum of 4,500,000 shares, representing 5% of share capital, which may be acquired at a price no greater than (a) the price of the last arm's length transaction or (b) the highest arm's length offer at that time in the business centre where the purchase is made. The maximum deadline for this programme is 14 October 2020 and was subsequently extended to 14 October 2021.
Under the buyback programme, the Company acquired a total of 3,940,761 treasury shares representing 4.50% of Lar España's current share capital. Subsequently, on December 15, 2021, the Company registered with the Madrid Mercantile Registry the public deed relating to the capital reduction of the Company for a nominal amount of 7,881,522 euros, through the redemption of these shares. 167,385,938, represented by 83,692,969 registered shares with a par value of two euros each, thereby modifying article 5 of the Company's bylaws relating to the capital and shares of Lar España.
Following the completion of the aforementioned share buyback program, the company reported the reactivation of the liquidity contract for the management of treasury stock, signed on July 5, 2017, and communicated to the market on July 10, 2017.
The acquisitions were carried out within the framework of a discretionary treasury share management contract, of which the Spanish Securities Market Commission (CNMV) was notified in compliance with the recommendations published by said body on 18 July 2013.
As of 31 December 2022, the share price was EUR 4.23.
As of 31 December 2022, the Company holds a total of 56,714 shares, representing 0.07% of total issued shares.
Management report for the period ended 31 December 2022
The initial share price at the start of the year was EUR 5.12 and the nominal value at the reporting date was EUR 4.23. During 2022, the average price per share was EUR 4.74.
In the context of the green bonds issuances made by the company in 2021, the rating agency Fitch assigned an investment grade rating or BBB rating to both Lar España and its green bond issuance, which has been ratified in 2022.
On 27 April 2022, the Shareholders' General Meeting approved the distribution of a dividend of 16,734 thousand Euros, at EUR 0.199 per share (taking into account all the shares issued) and recognised in profit and loss for the 2021 period, and of 13,266 thousand Euros, at EUR 0.158 per share (taking into account all the shares issued), charged to the share premium.
The total pay-out was 16,713 thousand Euros charged to the Profit for the period 2021 (after deducting the amount corresponding to treasury shares, which does not leave the Parent Company's equity and totals 21 thousand Euros in dividends charged to profit), and 13,252 thousand Euros charged to share premium given the amount per share approved and shares outstanding at the time of approval by the General Shareholders' Meeting on 27 April 2022. The dividend pay-out was settled in full on 27 May 2022.
The average number of days payable outstanding to suppliers is 28, complying with the maximum legal payment period applicable to the Company in the year 2021 according to Law 3/2004, of 29 December containing measures to combat late payments in commercial transactions and in accordance with the transitory provisions established in Law 15/2010, of 5 July.
For the purposes of Article 538 of the Spanish Companies Act, we confirm that the Annual Corporate Governance Report (IAGC) along with the Internal Financial Reporting Control Systems (SCIIF) and the Annual Report of Directors' Remuneration (IARC) for 2022 all form part of the Management Report. Both Reports are available on the website of the National Securities Market Commission (CNMV).
On 16 January 2023, the Parent Company completed a partial debt repurchase process of the two green bond issues, for a total nominal amount of EUR 110 million at a discount of 18%, equivalent to a final price of EUR 90.5 million. The purchased bonds have been fully cancelled upon settlement of their repurchase.
The members of the Board of Directors of LAR ESPAÑA REAL ESTATE SOCIMI, S.A. declare that, to the best of their knowledge, the individual financial statements of LAR ESPAÑA REAL ESTATE SOCIMI, S.A., as well as those consolidated with its subsidiaries, for the year ended 31 December 2022, drawn up by the Board of Directors at its meeting of 24 February 2023 and prepared in accordance with the applicable accounting principles and in a single electronic format, give a true and fair view of the net worth, financial position and results of LAR ESPAÑA REAL ESTATE SOCIMI, S.A., and of the subsidiaries included in the consolidation, taken as a whole, and that the management reports supplementing the individual and consolidated financial statements (together with the documentation attached and/or supplementary thereto) include a true and fair view of the business performance and results and of the position of LAR ESPAÑA REAL ESTATE SOCIMI, S.A. and of the subsidiaries included in the consolidation, taken as a whole, as well as a description of the main risks and uncertainties they face.
Signatories:
Mr José Luis del Valle Doblado (Chairman) Mr Alec Emmott
Mr Roger Maxwell Cooke Ms Leticia Iglesias Herraiz
Mr Miguel Pereda Espeso Ms Isabel Aguilera Navarro
Madrid, 24 February 2023
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