Annual / Quarterly Financial Statement • Feb 28, 2023
Annual / Quarterly Financial Statement
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CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
ExplanationOfChangeIn NameOfReportingEntityOrOtherMeansOfIdentificationFromEndOfPrecedingReportingPeriod: Not
AddressOfRegisteredOfficeOfEntity: 87, rue de Richelieu in Paris (France)
DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities: §Note1
LevelOfRoundingUsedInFinancialStatements: millions of euros with a decimal point
CountryOfIncorporation: France
LegalFormOfEntity: §Note1
NameOfParentEntity: none
applicable
DateOfEndOfReportingPeriod2013: §Note1
DescriptionOfPresentationCurrency: euros
NameOfUltimateParentOfGroup: Not applicable
PrincipalPlaceOfBusiness. Note 844
DomicileOfEntity: 87, rue de Richelieu in Paris, France
NameOfReportingEntityOrOtherMeansOfIdentification: §Note1
PeriodCoveredByFinancialStatements, 01/01/2021 - 31/12/2021
| 1 | FINANCIAL STATEMENTS | 3 |
|---|---|---|
| 2 | NOTES – CONSOLIDATED INCOME STATEMENT BY SEGMENT |
8 |
| 3 | OTHER INFORMATION ATTACHED TO THE CONSOLIDATED FINANCIAL STATEMENTS |
9 |
| (€ millions) | Note | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| Non-current assets | 5,100.0 | 5,170.8 | |
| Intangible assets | 7.2 | 344.3 | 332.5 |
| o/w Goodwill | 214.7 | 209.4 | |
| o/w Brands | 105.4 | 105.4 | |
| of which Customer relationships o/w Other intangible assets |
6.7 17.4 |
- 17.7 |
|
| Property plant and equipment | 25.2 | 27.8 | |
| Right-of-use on tangible and intangible fixed assets | 7.3 | 123.1 | 128.4 |
| Investment properties | 7.1 | 4,087.4 | 4,176.8 |
| o/w Investment properties in operation at fair value | 3,793.3 | 3,814.5 | |
| o/w Investment properties under development and under construction at cost o/w Right-of use on Investment properties |
95.5 198.6 |
192.8 169.6 |
|
| Securities and investments in equity affiliates | 4.5 | 491.7 | 459.4 |
| Non-current financial assets | 4.6 | 20.3 | 22.0 |
| Deferred taxes assets | 5.3 | 8.0 | 24.1 |
| Current assets | 3,987.7 | 4,188.5 | |
| Net inventories and work in progress | 7.4 | 1,159.3 | 922.6 |
| Contract assets | 7.4 | 723.1 | 714.1 |
| Trade and other receivables | 7.4 | 900.1 | 858.2 |
| Income credit | 3.2 | 19.5 | |
| Current financial assets Derivative financial instruments |
4.6 8 |
81.4 160.6 |
28.3 12.0 |
| Cash and cash equivalents | 6.2 | 952.3 | 1,625.5 |
| Assets held for sale | 7.1 | 7.8 | 8.3 |
| TOTAL ASSETS | 9,087.7 | 9,359.4 | |
| Equity | 3,959.5 | 3,543.6 | |
| Equity attributable to Altarea SCA shareholders | 2,375.2 | 2,236.2 | |
| Share capital | 6.1 | 311.4 | 310.1 |
| Other paid-in capital | 395.0 | 513.9 | |
| Reserves | 1,342.0 | 1,200.5 | |
| Income associated with Altarea SCA shareholders | 326.8 | 211.6 | |
| Equity attributable to non-controlling interests in subsidiaries | 1,584.4 | 1,307.4 | |
| Reserves associated with non-controlling interests in subsidiaries | 1,263.2 | 1,033.4 | |
| Other equity components, Subordinated Perpetual Notes | 223.5 | 223.5 | |
| Income associated with non-controlling interests in subsidiaries | 97.7 | 50.5 | |
| Non-current liabilities | 2,612.0 | 3,036.5 | |
| Non-current borrowings and financial liabilities | 6.2 | 2,454.8 | 2,891.7 |
| o/w Participating loans and advances from associates | 58.2 | 59.3 | |
| o/w Bond issues o/w Borrowings from credit establishments |
1,385.2 612.8 |
1,723.2 681.7 |
|
| o/w Negotiable European Medium-Term Note | 70.0 | 122.0 | |
| o/w Lease liabilities | 132.2 | 138.2 | |
| o/w Contractual fees on investment properties | 196.4 | 167.2 | |
| Long-term provisions | 6.3 | 35.5 | 36.8 |
| Deposits and security interests received Deferred tax liability |
5.3 | 39.3 82.4 |
38.7 69.4 |
| Current liabilities | 2,516.1 | 2,779.2 | |
| Current borrowings and financial liabilities | 6.2 | 547.4 | 838.5 |
| o/w Bond issues | 22.0 | 26.2 | |
| o/w Borrowings from credit establishments | 90.9 | 67.4 | |
| o/w Negotiable European Commercial Paper | 302.0 | 637.0 | |
| o/w Bank overdrafts | 24.2 | 13.6 | |
| o/w Advances from Group shareholders and partners | 89.1 | 75.6 | |
| o/w Lease liabilities o/w Contractual fees on investment properties |
16.6 2.6 |
16.1 2.6 |
|
| Derivative financial instruments | 8 | 0.0 | 16.7 |
| Contract liabilities | 7.4 | 351.4 | 168.1 |
| Trade and other payables | 7.4 | 1,611.1 | 1,740.6 |
| Tax due | 6.2 | 15.2 | |
| TOTAL LIABILITIES | 9,087.7 | 9,359.4 |
| (€ millions) | Note | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| Rental income | 210.2 | 186.7 | |
| Property expenses | (3.6) | (1.9) | |
| Unrecoverable rental expenses | (10.4) | (8.9) | |
| Expenses re-invoiced to tenants | 58.8 | 55.1 | |
| Rental expenses | (69.3) | (64.0) | |
| Other expenses | (0.3) | (1.6) | |
| Net charge to provisions for current assets | (2.3) | (11.8) | |
| Net rental income | 5.1 | 193.7 | 162.5 |
| Revenue | 2,748.6 | 2,796.2 | |
| Cost of sales | (2,418.6) | (2,446.5) | |
| Other income | (104.2) | (102.4) | |
| Net charge to provisions for current assets | (34.2) | (10.1) | |
| Amortisation of customer relationships | (1.5) | - | |
| Net property income | 5.1 | 190.1 | 237.2 |
| External services Own work capitalised and production held in inventory |
54.4 242.1 |
46.9 196.6 |
|
| Personnel costs | (271.1) | (253.6) | |
| Other overhead expenses | (78.3) | (68.1) | |
| Depreciation expenses on operating assets | (29.0) | (29.5) | |
| Net overhead expenses | (81.9) | (107.6) | |
| Other income and expenses | (6.7) | (9.8) | |
| Depreciation expenses | (0.1) | (0.2) | |
| Transaction costs | (14.5) | (14.9) | |
| Other | (21.3) | (24.9) | |
| Proceeds from disposal of investment assets | 76.5 | 8.9 | |
| Carrying amount of assets sold | (74.2) | (10.2) | |
| Net gain/(loss) on disposal of investment assets | 2.3 | (1.3) | |
| Change in value of investment properties | 7.1 | 45.8 | 39.9 |
| Net impairment losses on investment properties measured at cost | (18.7) | (4.8) | |
| Net impairment losses on other non-current assets | 0.2 | (1.2) | |
| Net charge to provisions for risks and contingencies | 0.3 | (11.5) | |
| OPERATING INCOME BEFORE THE SHARE OF NET INCOME OF EQUITY-METHOD | 310.4 | 288.3 | |
| AFFILIATES Share in earnings of equity-method affiliates |
4.5 | 71.0 | 19.1 |
| OPERATING INCOME AFTER THE SHARE OF NET INCOME OF EQUITY-METHOD AFFILIATES |
381.4 | 307.4 | |
| Net borrowing costs | 5.2 | (23.8) | (54.6) |
| Financial expenses | (41.4) | (68.5) | |
| Financial income | 17.5 | 13.9 | |
| Other financial results | 5.2 | (26.3) | (28.7) |
| Change in value and income from disposal of financial instruments | 5.2 | 123.0 | 5.7 |
| Net gain/(loss) on disposal of investments | 38.5 | 46.2 | |
| Profit before tax | 492.8 | 276.1 | |
| Corporate income tax | 5.3 | (68.3) | (13.9) |
| NET INCOME | 424.5 | 262.1 | |
| o/w Attributable to shareholders of Altarea SCA | 326.8 | 211.6 | |
| o/w Attributable to non-controlling interests in subsidiaries | 97.7 | 50.5 | |
| Average number of non-diluted shares | 20,158,331 | 18,024,260 | |
| Net earning per share attributable to shareholders of Altarea SCA (€) | 5.4 | 16.21 | 11.74 |
| Diluted average number of shares | 20,649,592 | 18,424,086 | |
| Diluted net earning per share attributable to shareholders of Altarea SCA (€) | 5.4 | 15.83 | 11.49 |
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET INCOME | 424.5 | 262.1 |
| Actuarial differences on defined-benefit pension plans | 3.0 | 3.2 |
| o/w Taxes | (0.8) | (0.7) |
| Subtotal of comprehensive income items that may not be reclassified to profit | 3.0 | 3.2 |
| OTHER COMPREHENSIVE INCOME | 3.0 | 3.2 |
| CONSOLIDATED COMPREHENSIVE INCOME | 427.5 | 265.3 |
| o/w Net comprehensive income attributable to Altarea SCA shareholders | 329.8 | 214.8 |
| o/w Net comprehensive income attributable to non-controlling interests in subsidiaries | 97.7 | 50.5 |
| (€ millions) | Note | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Total consolidated net income | 424.5 | 262.1 | |
| Elimination of income tax expense (income) | 5.3 | 68.3 | 13.9 |
| Elimination of net interest expense (income) and dividends | 5.2 | 50.0 | 83.1 |
| Net income before tax and before net interest expense (income) | 542.8 | 359.2 | |
| Elimination of share in earnings of equity-method affiliates | 4.5 | (71.0) | (19.1) |
| Elimination of depreciation and impairment | 31.4 | 47.6 | |
| Elimination of value adjustments | 7.1 / 5.2 |
(150.2) | (40.8) |
| Elimination of net gains/(losses) on disposals(1) | (40.3) | (45.1) | |
| Estimated income and expenses associated with share-based payments | 6.1 | 25.1 | 23.4 |
| Net cash flow | 337.7 | 325.2 | |
| Tax paid | (34.6) | (34.7) | |
| Impact of change in operational working capital requirement (WCR) | 7.4 | (106.3) | (76.5) |
| CASH FLOW FROM OPERATIONS | 196.7 | 214.0 | |
| Cash flow from investment activities | |||
| Net acquisitions of assets and capitalised expenditures | 7.1 | (42.9) | (106.6) |
| Gross investments in equity affiliates | 4.5 | (97.9) | (59.3) |
| Acquisitions of consolidated companies, net of cash acquired | 4.3 | (3.7) | (17.7) |
| Other changes in Group structure | 6.1 | 0.2 | |
| Increase in loans and advances | (13.8) | (35.9) | |
| Sale of non-current assets and reimbursement of advances and down payments(1) | 58.7 | 12.0 | |
| Disposals of equity affiliates | 4.5 | 80.5 | 67.1 |
| Disposals of consolidated companies, net of cash transferred | 4.3 | 113.3 | 134.2 |
| Reduction in loans and other financial investments | 64.4 | 21.4 | |
| Net change in investments and derivative financial instruments | 5.2 | (92.7) | (18.2) |
| Dividends received | 34.7 | 125.3 | |
| Interest income on loans | 23.4 | 8.8 | |
| CASH FLOW FROM INVESTMENT ACTIVITIES | 130.0 | 131.3 | |
| Cash flow from financing activities | |||
| Capital increase(2) | 9.3 | 357.9 | |
| Subordinated Perpetual Notes(3) | - | 28.4 | |
| Share of non-controlling interests in the capital increase of subsidiaries(4) | 140.2 | 211.3 | |
| Dividends paid to Altarea SCA shareholders | 6.1 | (199.8) | (91.0) |
| Dividends paid to minority shareholders of subsidiaries | (23.2) | (25.5) | |
| Issuance of borrowings and other financial liabilities | 6.2 | 430.3 | 1,564.2 |
| Repayment of borrowings and other financial liabilities | 6.2 | (1,254.3) | (1,914.8) |
| Repayment of lease liabilities | 6.2 | (19.9) | (17.8) |
| Net sales (purchases) of treasury shares | 6.1 | (26.3) | (31.3) |
| Net change in security deposits and guarantees received | 0.9 | 2.0 | |
| Interest paid on financial debts | (67.7) | (90.4) | |
| CASH FLOW FROM FINANCING ACTIVITIES | (1,010.6) | (6.9) | |
| CHANGE IN CASH BALANCE | (683.9) | 338.4 | |
| Cash balance at the beginning of the year | 6.2 | 1,612.0 | 1,273.6 |
| Cash and cash equivalents | 1,625.5 | 1,277.5 | |
| Bank overdrafts | (13.6) | (3.9) | |
| Cash balance at period-end Cash and cash equivalents |
6.2 | 928.1 952.3 |
1,612.0 1,625.5 |
(1) Proceeds on disposals included in the calculation of net cash flow are presented net of transaction costs. Likewise, disposals of property assets are presented net of transaction costs in the cash flow from investment activities.
Bank overdrafts (24.2) (13.6)
(2) See Changes in consolidated equity.
(3) This is the additional subscription of Subordinated Perpetual Notes subscribed by a non-controlling shareholder of a subsidiary.
(4) In 2021, this relates to the minority shareholders' subscriptions to the capital increase of subsidiary Alta Blue, which owns the CAP3000 shopping centre via its subsidiary Aldeta, and Crédit Agricole Assurance Group's investment in several centres, via a reserved capital increase and sale of shares. In 2022, the Crédit Agricole Assurance group also bought into several stations via a reserved capital increase and sale of shares.
| (€ millions) | Share capital |
Other paid-in capital |
Elimination of treasury shares |
Reserves and retained earnings |
Equity attributable to Altarea SCA shareholders |
Equity attributable to non-controlling interests in subsidiaries |
Equity |
|---|---|---|---|---|---|---|---|
| As of 1 January 2021 | 264.0 | 233.8 | (23.9) | 1,284.7 | 1,758.5 | 958.2 | 2,716.7 |
| Net Income | - | - | - | 211.6 | 211.6 | 50.5 | 262.1 |
| Actuarial difference relating to pension obligations | - | - | - | 3.2 | 3.2 | 0.0 | 3.2 |
| Comprehensive income | - | - | - | 214.8 | 214.8 | 50.5 | 265.3 |
| Dividend distribution | - | (106.7) | - | (59.4) | (166.1) | (25.4) | (191.5) |
| Capital increase | 46.1 | 386.8 | - | 0.0 | 432.9 | 38.3 | 471.2 |
| Subordinated Perpetual Notes | - | - | - | - | - | 28.4 | 28.4 |
| Measurement of share-based payments | - | - | - | 17.4 | 17.4 | 0.0 | 17.4 |
| Elimination of treasury shares | - | - | (9.8) | (15.9) | (25.7) | - | (25.7) |
| Transactions with shareholders | 46.1 | 280.1 | (9.8) | (57.9) | 258.5 | 41.3 | 299.8 |
| Changes in ownership interests without taking or losing control of subsidiaries | - | - | - | 2.6 | 2.6 | 257.1 | 259.6 |
| Changes in ownership interests associated with taking or losing control of subsidiaries |
- | - | - | - | - | - | - |
| Other | 0.0 | - | - | 1.8 | 1.8 | 0.4 | 2.2 |
| As of 31 December 2021 | 310.1 | 513.9 | (33.8) | 1,446.0 | 2,236.2 | 1,307.4 | 3,543.6 |
| Net Income | - | - | - | 326.8 | 326.8 | 97.7 | 424.5 |
| Actuarial difference relating to pension obligations | - | - | - | 3.0 | 3.0 | 0.0 | 3.0 |
| Comprehensive income | - | - | - | 329.8 | 329.8 | 97.7 | 427.5 |
| Dividend distribution | - | (126.9) | - | (72.9) | (199.8) | (33.0) | (232.8) |
| Capital increase | 1.3 | 8.0 | - | (0.0) | 9.3 | 0.1 | 9.4 |
| Subordinated Perpetual Notes | - | - | - | - | - | - | - |
| Measurement of share-based payments | - | - | - | 18.8 | 18.8 | (0.0) | 18.8 |
| Elimination of treasury shares | - | - | 3.3 | (22.0) | (18.7) | - | (18.7) |
| Transactions with shareholders | 1.3 | (118.9) | 3.3 | (76.0) | (190.4) | (32.9) | (223.3) |
| Changes in ownership interests without taking or losing control of subsidiaries | - | - | - | (0.8) | (0.8) | 212.4 (a) |
211.6 |
| Changes in ownership interests associated with taking or losing control of subsidiaries |
- | - | - | - | - | - | (0.0) |
| Other | (0.0) | - | - | 0.4 | 0.4 | (0.3) | 0.1 |
| As of 31 December 2022 | 311.4 | 395.0 | (30.5) | 1,699.3 | 2,375.2 | 1,584.4 | 3,959.5 |
(a) Impact of the Crédit Agricole Assurance's buying into Montparnasse stations and several Italian stations, which resulted in an increase in the share of non-controlling interests of €212.2 million, including the capital increase reserved to non-controlling shareholders for €140.1 million.
The notes constitute an integral part of the consolidated financial statements.
| 31/12/2022 | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| (€ millions) | Financial resources funds from operations (FFO) |
Changes in value. estimated expenses and transaction costs |
Total | Financial resources funds from operations (FFO) |
Changes in value. estimated expenses and transaction costs |
Total |
| Rental income | 210.2 | - | 210.2 | 186.7 | - | 186.7 |
| Other expenses | (16.6) | - | (16.6) | (24.2) | - | (24.2) |
| Net rental income | 193.7 | - | 193.7 | 162.5 | - | 162.5 |
| External services | 31.3 | - | 31.3 | 23.8 | - | 23.8 |
| Own work capitalised and production held in inventory | 5.7 | - | 5.7 | 8.6 | - | 8.6 |
| Operating expenses | (43.6) | (5.3) | (49.0) | (45.6) | (6.7) | (52.4) |
| Net overhead expenses | (6.7) | (5.3) | (12.0) | (13.2) | (6.7) | (20.0) |
| Share of equity-method affiliates | 5.6 | 0.3 | 5.9 | 3.8 | (3.0) | 0.8 |
| Net depreciation, amortisation and provision | - | (0.5) | (0.5) | - | (12.8) | (12.8) |
| Income/loss on sale of assets | - | 1.0 | 1.0 | (1.0) | (1.2) | (2.2) |
| Income/loss in the value of investment property | - | 27.5 | 27.5 | - | 33.1 | 33.1 |
| Transaction costs | - | 0.6 | 0.6 | - | (3.0) | (3.0) |
| OPERATING INCOME - RETAIL | 192.6 | 23.5 | 216.1 | 152.1 | 6.4 | 158.4 |
| Revenue | 2,458.5 | - | 2,458.5 | 2,484.7 | - | 2,484.7 |
| Cost of sales and other expenses Net property income |
(2,302.8) 155.7 |
(1.5) (1.5) |
(2,304.3) 154.2 |
(2,280.7) 204.0 |
- - |
(2,280.7) 204.0 |
| External services | 11.1 | - | 11.1 | 13.3 | - | 13.3 |
| Production held in inventory | 221.0 | - | 221.0 | 177.7 | - | 177.7 |
| Operating expenses | (245.4) | (19.9) | (265.3) | (227.3) | (20.9) | (248.1) |
| Net overhead expenses | (13.3) | (19.9) | (33.1) | (36.3) | (20.9) | (57.2) |
| Share of equity-method affiliates | 9.2 | (1.0) | 8.2 | 12.0 | (0.6) | 11.4 |
| Net depreciation, amortisation and provision | - | (19.1) | (19.1) | - | (20.5) | (20.5) |
| Transaction costs | - | (0.5) | (0.5) | - | - | - |
| OPERATING INCOME - RESIDENTIAL | 151.6 | (42.0) | 109.7 | 179.6 | (42.0) | 137.7 |
| Revenue | 290.0 | - | 290.0 | 305.2 | - | 305.2 |
| Cost of sales and other expenses | (252.9) | - | (252.9) | (271.0) | - | (271.0) |
| Net property income | 37.2 | - | 37.2 | 34.2 | - | 34.2 |
| External services | 11.9 | - | 11.9 | 9.8 | - | 9.8 |
| Production held in inventory | 15.4 | - | 15.4 | 10.3 | - | 10.3 |
| Operating expenses | (32.0) | (5.2) | (37.2) | (26.2) | (5.2) | (31.3) |
| Net overhead expenses | (4.7) | (5.2) | (9.9) | (6.1) | (5.2) | (11.2) |
| Share of equity-method affiliates | 77.9 | 7.7 | 85.6 | 46.9 | (1.5) | 45.3 |
| Net depreciation, amortisation and provision | - | (1.0) | (1.0) | - | (1.0) | (1.0) |
| Income/loss in the value of investment property | - | (0.3) | (0.3) | - | 2.0 | 2.0 |
| OPERATING INCOME - BUSINESS PROPERTY New businesses |
110.4 (1.5) |
1.2 (0.2) |
111.6 (1.7) |
75.0 - |
(5.7) - |
69.3 - |
| Others (Corporate) | (6.8) | (18.7) | (25.5) | (1.8) | (17.9) | (19.7) |
| OPERATING INCOME | 446.3 | (36.1) | 410.1 | 404.9 | (59.2) | 345.8 |
| Net borrowing costs | (34.3) | 10.5 | (23.8) | (49.2) | (5.4) | (54.6) |
| Other financial results | (26.1) | (0.2) | (26.3) | (20.1) | (8.6) | (28.7) |
| Change in value and income from disposal of financial instruments | - | 123.0 | 123.0 | - | 5.7 | 5.7 |
| Net gain/(loss) on disposal of investments | - | 9.8 | 9.8 | - | 7.9 | 7.9 |
| PROFIT BEFORE TAX | 385.8 | 107.0 | 492.8 | 335.7 | (59.6) | 276.1 |
| Corporate income tax | (35.2) | (33.1) | (68.3) | (20.1) | 6.2 | (13.9) |
| NET INCOME | 350.6 | 73.9 | 424.5 | 315.6 | (53.4) | 262.1 |
| Non-controlling interests | (75.2) | (22.5) | (97.7) | (51.2) | 0.7 | (50.5) |
| NET INCOME, GROUP SHARE | 275.4 | 51.4 | 326.8 | 264.4 | (52.7) | 211.6 |
| Diluted average number of shares | 20,649,592 | 20,649,592 | 20,649,592 | 18,424,086 | 18,424,086 | 18,424,086 |
| NET EARNING PER SHARE (€/SHARE) GROUP SHARE | 13.34 | 2.49 | 15.83 | 14.35 | (2.86) | 11.49 |
| Note 1 | Company information 10 | ||
|---|---|---|---|
| Note 2 | Accounting principles and methods 10 | ||
| 2.1 | The Company's accounting framework and presentation of the financial statements10 | ||
| 2.2 | Main estimations and judgements 11 | ||
| 2.3 | Accounting principles and methods of the Company12 | ||
| Note 3 | Information on operating segments 25 | ||
| 3.1 | Balance sheet items by operating segment25 | ||
| 3.2 | Consolidated income statement by operating segment 25 | ||
| 3.3 | Reconciliation of the consolidated comprehensive income and of the consolidated income by segment 26 | ||
| 3.4 | Revenue by geographical region and operating segment 27 | ||
| Note 4 | Major events and changes in the scope of consolidation 28 | ||
| 4.1 | Major events 28 | ||
| 4.2 | Consolidation scope30 | ||
| 4.3 | Changes in consolidation scope32 | ||
| 4.4 | Business combinations 32 | ||
| 4.5 | Securities and investments in equity affiliates 33 | ||
| 4.6 | Current and non-current financial assets34 | ||
| Note 5 | Net Income 35 | ||
| 5.1 | Operating income35 | ||
| 5.2 | Cost of net financial debt and other financial items 35 | ||
| 5.3 | Corporate income tax36 | ||
| 5.4 | Earnings per share37 | ||
| Note 6 | Liabilities 38 | ||
| 6.1 | Equity38 | ||
| 6.2 | Net financial debt and guarantees40 | ||
| 6.3 | Provisions 42 | ||
| Note 7 | Assets and impairment tests 43 | ||
| 7.1 | Investment properties43 | ||
| 7.2 | Goodwill and other intangible assets45 | ||
| 7.3 | Right-of-use on tangible and intangible fixed assets 45 | ||
| 7.4 | Operational working capital requirement 46 | ||
| Note 8 | Management of financial risks 49 | ||
| 8.1 | Carrying amount of financial instruments by category 49 | ||
| 8.2 | Interest rate risk 50 | ||
| 8.3 | Liquidity risk 52 | ||
| Note 9 | Related party transactions 53 | ||
| Note 10 | Group commitments and contingent liabilities 55 | ||
| 10.1 | Off-balance sheet commitments55 | ||
| 10.2 | Contingent liabilities 57 | ||
| Note 11 | Post-closing events 57 | ||
| Note 12 | Appointment of Statutory Auditors 58 | ||
Altarea is a Société en Commandite par Actions (a French partnership limited by shares), the shares of which are traded on the Euronext Paris regulated market, Compartment A. The registered office is located at 87 rue de Richelieu in Paris (France).
Altarea chose the SIIC corporate form (Société d'Investissement Immobilier Cotée) as of 1 January 2005.
As both a developer and investor, the Group is present in the three main real estate markets (Retail, Residential and Business property), making it the leader in major mixed-use urban renewal projects in France. The Group has the required expertise in each sector to design, develop, market, manage and exploit made-to-measure property products.
Altarea controls the company Altareit, whose shares are admitted to trading on the regulated market Euronext Paris, Compartment A.
Altarea controls the company NR21, whose shares are admitted to trading on the regulated market Euronext Paris, Compartment C.
The consolidated financial statements for the year ended 31 December 2022 were approved by the Management on 28 February 2023 having been examined by the Audit Committee and the Supervisory Board.
The Altarea Group operates mainly in France, Italy and Spain.
The publication unit is: millions of euros, with a decimal point.
The accounting principles used in the preparation of the consolidated financial statements for the year are compliant with the IASB's (International Accounting Standards Board) IFRS standards and interpretations as adopted by the European Union as at 31 December 2022 and available on the website of the European Commission.
The accounting principles adopted on 31 December 2022 are the same as those used for the consolidated financial statements at 31 December 2021, with the exception of changes to the standards and interpretations adopted by the European Union applicable at 1 January 2022.
The information relating to the financial year ended 31 December 2021, presented in the Universal Registration Document filed with the AMF on 29 April 2022 under number D.22-0403 is incorporated by reference.
Accounting standards, interpretations and amendments applicable as from the financial year beginning on 1 January 2022:
These amendments have no significative impact for the Group.
Accounting standards and interpretations adopted early at 31 December 2022, whose application is mandatory for periods starting on or after 1 January 2023 or later:
None.
Accounting standards and interpretations published and mandatory after 31 December 2022:
Other essential standards and interpretations adopted by the IASB approved in 2022 or not yet approved by the European Union:
Altarea presents its financial statements and accompanying notes in millions of euros, to one decimal point.
Balance sheet balances and income and expenses arising from intragroup transactions are eliminated when the consolidated financial statements are prepared.
In accordance with IAS 1, the Company presents its assets and liabilities by distinguishing between current and noncurrent items.
Assets which must be realised, consumed or disposed of within the scope of the normal operating cycle or within 12 months following closure, are classed as "current assets", as well as the assets held with a view to disposal and cash or cash equivalents. All other assets are classified as "noncurrent assets".
Liabilities which have to be paid within the scope of the normal operating cycle or within 12 months following closure are classified as "current liabilities", as well as the share of provisions arising from the normal operating cycle of the activity concerned due in less than one year.
Deferred taxes are always shown as non-current assets or liabilities.
The preparation of the consolidated financial statements requires the use of estimates and assumptions by the Group's management to determine the value of certain assets and liabilities, and of certain income and expenses, as well as concerning the information given in the notes to the financial statements.
Management reviews its estimates and assumptions on a regular basis using its past experience and various other factors deemed reasonable in the circumstances.
The actual results may differ significantly from these estimates depending on changes in the various assumptions and performance conditions.
• measurement of investment properties (see Notes 2.3.5 "Investment properties" and 7.1 "Investment properties").
The methodologies used by the appraisers are identical to those used for the previous financial year and take into account changes in market data in the context of the health, economic and financial crisis. At the date of the appraisals, the appraisers consider that the market data are sufficient and relevant enough to provide a basis for their value assessments for the real estate assets appraised:
And less significantly:
The accounting estimates made by the Group were made in the context of the economic and financial conditions (inflation, rising interest rates, war in Ukraine, etc.). The Group has taken into account the reliable information available to it at the date of preparation of the consolidated financial statements regarding the impacts of these situations.
In addition to the use of estimates, the Group's management has applied its judgement in the following cases:
The Group's financial statements also take into account, based on current knowledge and practices, the issues of climate change and sustainable development.
In the Retail business, the analysis of key indicators, through data collected on all our assets, is used to manage CSR performance and to define action plans aimed at achieving ambitious energy targets. These actions have been translated into precise operational measures integrated, at portfolio level, in the centres' work and renovation budgets. Since 2011, investments in sites in the portfolio take account of issues related to climate change, with energy consumption targets that meet the requirements of the tertiary decree.
In the Property development business, the budgets used to determine the percentage-of-completion revenue systematically include the costs related to the improvement of their energy performance in accordance with the regulations in force at the time of filing of the building permits (in particular RE2020).
The Group's exemplary approach, which is often a forerunner in environmental matters in all its activities, is reflected in the following:
The Group's current exposure to the short-term consequences of regulation and climate change is therefore well managed and has no significant impact on the financial statements.
For consolidation, the following standards apply:
IFRS 10 defines control as follows: "An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee". The Company has power over an investee when it has existing substantive rights that give it the current ability to direct the relevant activities, defined as activities that significantly affect the investee's returns.
As the assessment of control in accordance with IFRS 10 requires a significant amount of judgement, the Company has developed a framework for analysing the governance of entities related to the Company, particularly when there are partnership situations governed by broad contractual arrangements including, where applicable, the shareholding structure, Articles of Association, shareholder pacts, purchase and sale agreements, the regulatory governance framework, etc. The facts and circumstances of each entity are also taken into account to assess the Company's ability to direct the relevant activities of these entities.
In this regard, within the limit of the protective rights granted to the JV partners:
In accordance with IFRS 10, ad hoc entities are consolidated when, in substance, the relation between the Company and the entity is such that the Company is considered to exercise control over the latter.
Controlled subsidiaries are fully consolidated. All intragroup balances and transactions as well as income and expense from internal transactions and dividends are eliminated.
Any modification in the Company's interest in a subsidiary not resulting in a loss of control is recognised in equity. If the Company loses the control over a subsidiary, the assets and liabilities and equity of this former subsidiary are derecognised. Any gain or loss resulting from this loss of control is recognised in profit or loss. Any Interest retained in the former subsidiary is recognised at fair value on the date of loss of control according to the recognition method required under IFRS 11, IAS 28 or IFRS 9.
According to IFRS 11, companies are subject to joint control when important decisions about the relevant activities require the unanimous consent of the parties sharing control.
Joint control may be exercised through joint operation or a joint venture. According to IFRS 11, the joint operation is distinguished by the existence of directly held rights to certain assets and direct obligations for certain liabilities of the entity, whereas the joint venture confers a right to the entity's net assets. For joint operations, the Company records, in its accounts, the assets, liabilities, income and expenses relating to its interests in the joint operation. For joint ventures, the Company's interest in the entity's net assets is recognised according to the equity method described in IAS 28.
Investments in joint operations or joint ventures are presented in accordance with IFRS 12.
In accordance with IAS 28, the equity method also applies to all associates in which the Company exercises a significant influence without possessing control, which is considered to exist when the percentage of voting rights held is greater than or equal to 20%. Each investment is analysed, regardless of the percentage of interest held, taking into account the facts and circumstances in order to determine if the Company has a significant influence, including, when appropriate, Articles of Association, shareholder pacts, commitments to buy and to sell, and other relevant matters.
According to the equity method, the Company's interest in the associate is initially recognised at the acquisition cost of its proportionate share of the investee's net assets, which is then increased or decreased to reflect changes subsequent to the acquisition. Goodwill arising on an associate, if unimpaired, is included in the carrying amount of the investment. The Group's proportionate share of the entity's profit or loss for the period is shown under the "Share in earnings of equity-method affiliates" line item in the income statement. These investments are presented in the balance sheet under "Securities and investments in equity-method affiliates and non-consolidated interests" with the corresponding investment-related receivables.
The financial statements of associates are prepared for the same accounting period as those for the parent company. If necessary, corrections are made to achieve consistency with the Group's accounting policies.
Investments in associates are presented in accordance with IFRS 12.
Business combinations are accounted for in accordance with the acquisition method of IFRS 3 as amended: upon initial consolidation of an entity of which the Group has acquired control, the assets and liabilities as well as identifiable contingent liabilities are recognised at their fair value at the acquisition date. Intangible assets are specifically identified whenever they are separable from the acquired entity or result from legal or contractual rights. Therefore, when control of an entity is acquired, the difference between the acquisition cost and the acquirer's proportionate interest in the fair value of the entity's identifiable assets, liabilities and contingent liabilities at the acquisition date is classified as goodwill representing future economic benefits resulting from assets that are not individually identified and separately recognised. The acquisition cost is the amount of the consideration transferred including, where applicable, any price supplements at their fair value. Costs directly related to the acquisition are recorded as an expense for the period they were incurred.
Goodwill:
The standard allows a period of 12 months from the acquisition date for final measurement of the acquisition; any adjustments and measurements made must reflect facts and circumstances that existed as of the acquisition date. As such, after the measurement period, any contingent consideration is recognised in net income for the year unless it is in the form of an equity instrument.
Acquisitions or disposals of securities in an entity that remains controlled before and after these transactions are now considered as transactions between shareholders recognised directly in equity: they have no effect on either goodwill or income. In the event of loss of control, the residual interest is measured at fair value and the gain or loss on disposal is recognised in the income statement.
On an exceptional basis, acquisitions of isolated assets carried out through the purchase of shares in a company, the sole purpose of which is to hold assets are recognised in accordance with IAS 40 – Investment Property, or IAS 2 – Inventories.
The Group's intangible assets consist essentially of software, brands and customer relationships.
In accordance with IAS 38:
The Cogedim, Pitch Promotion, Histoire & Patrimoine and Severini brands, which have an indefinite useful life, are thus not amortised;
• Customer relationship assets, which result from the identification of intangible assets acquired from property developers, are subject to amortisation at the rate at which the acquired order backlog is filled or, for the portion relating to acquired purchase options or those that can be amortised on a straight-line basis (i.e. duraiton relative to the normative operating cycle of the realization of a real estate program), at the rate at which development programmes are launched.
Other customer relationships (customer relationships on regular contracts, contractual relationships) can also be identified during business combinations and their value and estimated life are analysed on a case-by-case basis.
Property, plant and equipment correspond primarily to general plant, transport equipment, office equipment and IT equipment. In accordance with IAS 16, these items are recognised at cost and depreciated over their useful life, estimated to be between 5 and 10 years. No other significant component of these assets has been identified.
According to IAS 40, investment properties are held to earn rentals or for capital appreciation or both.
The investment properties held by the Group are primarily shopping centres and, to a lesser extent, offices.
The Group's investment properties portfolio consists of properties in operation and properties under development or construction on a proprietary basis.
In accordance with IAS 40, the Group has opted for the fair value model. On that basis, investment properties are measured at fair value in accordance with IFRS 13 – "Fair value measurement" whenever this can be reliably determined. Otherwise, they are recorded at cost and are tested for impairment at least once per year and where evidence of impairment exists.
The fair value of investment properties used by Management is based on the facts and circumstances taking into account their purpose. With this objective, Management uses external appraisals giving values inclusive of duties less the amount of duties corresponding to transfer taxes and expenses. These duties have been estimated at 6.9% in France (except in the Paris Region where they are set at 7.5%), 3.0% in Spain.
Since 30 June 2015, external measurement of Altarea Group assets is assigned to Cushman & Wakefield, CBRE and Jones Lang Lasalle (in France and Spain) and Kroll (In Italy since 2022).
All sites are visited by the appraisers first when assets enter the portfolio and subsequently every few years in rotation or when a specific event affecting an asset requires it.
The appraisers use two methods:
Rental income takes into account:
The valuation of investment properties at fair value is in line with the COB/AMF "Barthès de Ruyter working group" and complies fully with the instructions of the Appraisal Charter of Real Estate Valuation (Charte de l'Expertise en Évaluation Immobilière) updated in 2017. In addition, appraisers refer to the RICS Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors Red Book.
Investment properties in operation are systematically measured at fair value.
At 31 December 2022, an external appraisal was performed on all assets in operation.
Each time an exchange value exists for one of the Group's buildings, set in connection with a potential transaction between knowledgeable and willing parties in an arm's length transaction, the Company will use its own judgement to choose between this value and that of the appraiser.
Investment properties under construction (IPUC) have been included within the scope of IAS 40. They are measured at fair value in accordance with the IFRS 13 guide when the criteria predefined by the Company are met.
The Company believes that a property under construction can be reliably measured at fair value if most of the uncertainties affecting the determination of fair value have been lifted or if the project completion date is in the near future.
All three of the following conditions must be met to ensure a reliable estimate of the fair value of a property under construction:
Accordingly, investment properties under development and construction are measured either at cost or at fair value:
The fair value of properties under construction measured at fair value is determined on the basis of independent appraisals. The appraiser values the asset as if it were fully complete, taking account of market conditions at the date of valuation and the specific characteristics of the property. Expenses not yet incurred at the account closing date are deducted from this value.
The difference between the fair value of investment properties measured at fair value from one period to the next is recognised in the income statement under the heading "Change in value of investment properties".
In addition to the acquisition price of the land, the costs incurred for the development and construction of properties are capitalised from the start of the programme, as of the development phase (prospecting, preparation: replying to tenders and pre-letting prior to the signing of preliminary property sales agreements; administrative phase: obtaining authorisations, if necessary with the signing of preliminary property purchase agreements), once there is reasonable assurance that administrative authorisations will be obtained.
These relate to capitalizable expenses, including initial marketing fees, internal Group fees, early termination fees, financial vacancy and interest expenses.
In accordance with IAS 23, interest expenses are treated by including borrowing costs directly attributable to the construction of qualifying assets in the cost of these assets. Interest expenses remain attributable to buildings under development and construction during the construction period of the asset if they meet the definition of "qualifying assets". Note that if there is a delay in starting construction or an unusually long construction period, management assesses whether to pause the capitalisation of interest expenses on a case-by-case basis.
For the investment properties recorded at cost, an impairment test is carried out at least once a year or as soon as there are signs of impairment.
Their projected value is determined on the basis of internal five-year business plans that are reviewed by management at regular intervals. The methods used are rental income capitalisation or discounted cash flow.
The recoverable amount of these assets, which are still recognised at cost, is assessed by comparison with the cost price on completion and with the calculate value of expected future cash flows for the Company. If the recoverable amount is lower than the cost price on completion, an impairment loss in the form of a provision for impairment is recognised in the income statement under "Impairment losses on investment properties measured at cost" and in the consolidated income statement by segment under "Income/loss on the value of investment property".
In accordance with IFRS 5, a non-current asset is classified as "held for sale" if its carrying amount is to be recovered primarily through a sale transaction rather than through ongoing use.
This is the case if the asset is available for immediate sale in its current state, subject only to the usual and customary conditions for the sale of such an asset, and if its sale is highly probable.
Indications of a high probability of sale include the existence of a plan by Group management to sell the asset and an active programme to find a buyer and close a sale within the following 12 months. The management assesses the situations. When at the closing date there is a preliminary sales agreement or a firm commitment, the property is systematically included in assets held for sale.
The asset is measured at the lower of their net carrying amount and their fair value. The agreed amount is reduced by the costs of disposal.
For an operation to be considered discontinued, the Company determines, according to the facts and circumstances, whether or not there exists a single and coordinated plan to dispose of a major line of business or geographical area of operations.
In accordance with IAS 36, depreciable property, plant and equipment and amortisable intangible assets are tested for impairment whenever an internal or external indication of impairment is detected.
Goodwill and other intangible assets with an indeterminate life (such as brands) are tested for impairment at least once a year or more frequently if internal or external events or circumstances indicate that their value may have declined.
Goodwill impairment testing is performed at the level of cashgenerating units (CGUs) or, where applicable, groups of CGUs. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
To perform this test, the net carrying amount of assets directly related to or assignable to the CGUs or groups of CGUs, including intangible assets and goodwill, is compared with the recoverable amount of these same CGUs or groups of CGUs, defined as the higher of the fair value (the sale price net of costs likely to be incurred to make the sale) and their value in use.
The value in use of the CGU or the grouping of several CGUs is determined using a multi-criteria method (which uses the higher of value in use and fair value) which is mainly based on the discounted cash flow method (DCF) supported by stock-market comparison and transaction multiple methods.
The basic principles of the DCF method are:
The multiples approach via market comparables is based on determining a sample of comparable listed companies, for which a multiple is calculated and reapplied to those aggregates considered relevant.
The multiples approach via comparable transactions is based on selecting a panel of transactions in comparable companies and reapplying these to the aggregates considered relevant.
An impairment loss is recognised, if applicable, if the net carrying amount of the assets directly related to or attributable to the CGUs or groups of CGUs is higher than the recoverable amount of the CGU or group of CGUs and is written off in priority against goodwill (irreversible loss), then against other intangible assets and property, plant and equipment on a pro rata basis for their carrying amount (reversible loss).
Brands are tested individually. Their recoverable amount is determined using the royalty method. An impairment loss is recognised, if applicable, if the net book value of the brand is greater than its recoverable amount (reversible).
Sensitivity tables are created for all impairment tests carried out.
Inventories relate to:
In accordance with the clarification of IAS 23 (in 2019) for the financial year, the interest expenses which can be allocated to programmes are no longer incorporated into inventories connected with off-plan sales (VEFA) transactions or with property development contract (PDC) transactions. These inventories are in a position to be sold quickly and therefore no time is necessary for its development; the stored asset is therefore in saleable condition. Allocated interest expenses are recognised directly as expenses.
Inventories are carried at cost price, less the portion of the cost price recognised on a percentage-of-completion basis for off-plan sales or property development contract transactions. The cost price includes:
Generally speaking, whenever the net realisable value of inventories and work in progress is less than the cost price, impairment losses are recognised.
Further to the application of IFRS 15, the Group records a contract asset or liability in the statement of financial position in the context of the recording of contracts in the accounts on the percentage-of-completion method. The asset or liability corresponds to the amount generated by the ordinary activities based on off-plan sales or property development contracts, aggregated to date, for which the obligation to provide a service is fulfilled on a progressive basis, net of any client payments received to date. These are to a certain extent receivables not yet due, corresponding to any advances between collected calls for funds and the actual percentage of completion at the closing date. Within the statement of the financial position, the service is as follows:
The Group has chosen not to apply hedge accounting: the provisions of IAS 39 therefore apply in accordance with the transitional provisions of IFRS 9.
Application principles for IAS 32, IFRS 9 and IFRS 7 are as follows:
optionally, they may also be recognised at fair value in non-recyclable other comprehensive income (changes in fair value are registered in a separate equity line item under "other comprehensive income"). For unlisted securities, if the fair value cannot be reliably determined at each closing, they remain in the balance sheet at their initial fair value, i.e. at purchase price increased by transaction costs, adjusted by any gains or losses of value determined by an analysis of the proportionate share of the equity held.
At each acquisition of equity securities, a similar analysis will be carried out to determine the Group's management intention;
Financial assets and liabilities are initially recognised at the fair value of the price paid, including acquisition-related costs. After initial recognition, assets and liabilities are measured at fair value, estimated from the observable and unobservable inputs available.
For financial assets and liabilities such as OTC derivatives, swaps, caps, etc. that are traded on active markets (market composed of numerous transactions, continuously displayed and traded prices), fair value is estimated by an actuary using commonly accepted models and in compliance with guidance from IFRS 13 – "Fair value measurement." A mathematical model is used to bring together calculation methods based on recognised financial theories. This takes into account the measurement of credit risk (or risk of default) of Altarea visà-vis its bank counterparties and the risk of its counterparties vis-à-vis Altarea (Credit Value Adjustment/Debit Value Adjustment). The Group applies the default probability calculation method used by the secondary market (according to estimated bond spreads of its counterparties).
Financial liabilities related to business combinations are measured at fair value at each reporting date based on the best estimate of the amounts to be paid discounted at the market rate.
The realisable value of financial instruments may differ from the fair value calculated at the closing date of each financial year.
Equity represents the residual value of assets, after liabilities have been deducted.
Issuance costs for equity securities including merger-related costs are deducted from the proceeds of the issue.
An instrument is an equity instrument if the instrument includes no contractual obligation to deliver cash or another financial asset, or to exchange assets or liabilities with another entity under conditions unfavourable to the issuer. On that basis, the Subordinated Perpetual Notes (TSDI) issued by Altarea SCA are equity instruments.
Own equity instruments that have been bought back (treasury shares) are deducted from equity. No gain or loss is recognised in income when own equity instruments of the Company are purchased, sold, issued or cancelled.
Share-based payments are transactions based on the value of the securities of the issuing company: stock options, free share allocation rights and company savings plans (PEE).
These rights may be settled in equity instruments or cash: in the Group, all plans concerning Altarea shares must be settled in equity instruments.
In accordance with the provisions of IFRS 2, share-based payments to corporate officers or employees of Altarea (in compensation for their roles as corporate officers or employees of Altarea) or Group companies are accounted for in the financial statements as follows: the fair value of the equity instrument awarded is recognised in the income statement as a personnel cost, with a corresponding increase in equity if the plan is to be settled in equity instruments, or in a liability if the plan is to be settled in cash.
This personnel cost representing the benefit granted (corresponding to the fair value of the services rendered by the employees in their role as employees) is valued by an actuary at the award date using the binomial Cox-Ross-Rubinstein mathematical model and the Monte Carlo method calculated on the basis of a turnover determined over the last three years. This model is adapted to suit plans that provide for a vesting period and a lock-up period. The expense is spread over the vesting period. Share grant plans and employee investment plans are measured on the basis of market value.
Undiluted net income per share is calculated by dividing net income (Group share) by the weighted average number of ordinary shares in issue during the period.
Diluted net income per share is calculated by dividing net income (Group share) by the weighted average number of ordinary shares in issue adjusted for the dilutive effects of the options during the period.
The dilutive effect is calculated according to the "share buyback" method. Under this method, the funds received from the exercise of options are assumed to be applied first to repurchasing own shares at the market price. The market price is taken to be the volume-weighted average of average monthly prices of Altarea shares. The theoretical number of shares repurchased at this market price is subtracted from the total number of shares produced by the exercise of options. The number calculated using this method is then added to the average number of shares in issue to produce the denominator.
Potential ordinary shares shall be treated as dilutive if the conversion in ordinary share implies a reduction in the result per share.
In accordance with IAS 19 and amendments, employee benefits are recognised under "Personnel costs" in the income statement, with the exception of liability (or asset) revaluations recognised directly in equity and recorded in "Other comprehensive income".
Benefits payable at retirement are paid to employees at the time of retirement based on length of service (capped according to the scales defined in the agreements applied by the Group) and their salary at retirement age. These benefits are part of the defined benefits plan, a plan to which the employer is formally or implicitly committed in an amount or a level of benefits and therefore bears the risk in the medium or long term.
A provision is recorded in the liabilities to cover all these pension commitments. It is regularly valued by independent actuaries according to the projected credit unit method and represents the probable present value of the vested rights taking into account salary increases until retirement, collective and Company agreements, the probability of retirement and the probability of survival.
The formula for the past service obligation can be broken down as follows:
Past service cost = (benefit rights acquired by the employee) (probability that the entity will pay the benefits) (discounting to present value) (payroll tax coefficient) (length of service to date / length of service at retirement).
The provision is recognised and spread over the last few years of service of the employee until they reach the cap, taking into account any intermediate levels that apply.
The main assumptions used for estimating the pension obligation are as follows:
Actuarial gains and losses and valuation adjustments are recorded directly in equity under "other comprehensive income".
The amount of the obligation determined using this method is then reduced by the value of any assets held to cover it (not applicable in this case).
ALTAREA
Where applicable, payments for termination of an employment contract are provisioned on the basis of the collective agreement.
Short-term benefits include in particular an incentive agreement for employees to share in the profit recorded by their economic and social unit, signed by the service companies of the Group that are members of the economic and social unit, and the works council. Benefits also include an employee profit-sharing plan applicable to the profit of the economic and social unit as required under French common law.
Short-term employee benefits including those arising from these profit-sharing plans are expensed as incurred.
In accordance with IAS 37, a provision is recognised when an obligation to a third party will result in a likely outflow of resources without any equivalent benefits being received in consideration, and when the amount required to settle the obligation can be reliably estimated. The provision is maintained as long as the timing and amount of the outflow of resources are not known with precision.
In general, these provisions are not linked to the Group's normal operating cycle. Provisions are discounted when appropriate using a pre-tax rate of return that reflects the risks specific to the liability.
Non-current provisions consist mainly of provisions arising from litigation between the Group and third parties or from rent guarantees.
Contingent liabilities correspond to:
These contingent liabilities are not recognised on the balance sheet. A disclosure is made in the notes unless the amounts at stake can reasonably be expected to be small.
Following its decision to adopt the retail REIT tax status, the Group is subject to a specific tax regime:
Income taxes are recognised in accordance with IAS 12.
From the time that SIIC (retail REIT) tax status was adopted, deferred taxes are calculated for companies without such status and on the taxable profits of companies in the REIT sector. They are recognised on all timing differences between the carrying amounts of assets and liabilities and their values for tax purposes, and on tax loss carry forwards, using the liability method.
Deferred tax assets and liabilities are measured using the liability method at the tax rates expected to apply when the asset will be realised or the liability settled, on the basis of known tax rates at the closing date.
Since 31 December 2016, the Group has applied the gradual and programmed reduction in the rate in its consolidated financial statements in accordance with the Finance Act in force.
Deferred tax assets are reassessed at each closing date and are recognised where it is likely that future taxable profits will allow their recovery based on a business plan for tax purposes prepared by management for a reasonable period.
Deferred taxes in the balance sheet are presented in a net position at the level of each tax consolidation group, as either an asset or a liability in the consolidated balance sheet.
Taxes on items recognised directly in equity are also recognised in equity, not in the income statement.
Net rental income comprises: rental income and other net rental income less land expenses, non-recovered service charges, other charges and net allowances to provisions for impairment for bad debts.
Rental income includes gross rental income, including the effects of spreading stepped rents over the non-cancellable lease term, rent holidays and other benefits granted by contract to the lessee by the lessor, and notably reductions granted during the lease term.
In accordance with IFRS 16:
right to cancel. These amounts therefore increase or reduce rental income for the period;
When the lessor terminates a lease before its term, the lessor pays a termination fee to the tenant in place.
If payment of an early termination fee enables performance of the asset to be enhanced (such as by replacing a tenant, increasing the rent and thereby the value of the asset), this expenditure may be capitalised. If not, this expenditure is expensed as incurred.
If an early termination fee is paid as part of major renovation or reconstruction work on a building that requires tenants to leave, this expenditure is capitalised and included in the cost price of the asset under development or redevelopment;
Land expenses correspond to the variable amounts of fees for temporary occupancy permits and construction leases. These variable amounts do not fall within the scope of IFRS 16.
Non-recovered rental expenses are expenses normally passed on to tenants (rental expenses, local taxes, etc.), but for which the owner is still liable due to their ceiling or the vacancy of rental floor areas.
Other expenses include the lessor's contributions to the centres' marketing, non-capitalised construction work not passed on to the tenants, rental management fees on certain leases.
Net property income is the difference between revenues and cost of sales, selling expenses and net allowances for impairment on bad debt and inventories.
It corresponds primarily to the net property income on the Residential and Business property sectors, plus the net property income on sales of projects related to the development business in the Retail sector.
For property development activities, the net property income is recognised in the Group's financial statements using the percentage-of-completion method.
All property development/off-plan sales and property development contract transactions are concerned by this method.
For these programmes, revenue from notarised sales is recognised, in accordance with IFRS 15 "Revenue from contracts with customers", in proportion to the percentage of completion of the programmes, measured by the total percentage of costs directly related to construction (including the cost of land) incurred in comparison to the total forecast budget (updated at each closing date) combined with the percentage of sales realised determined relative to budget total sales.
The event giving rise to recognition of percentage-ofcompletion revenue is thus the purchase of the land combined with the signature of deeds of sale (notarised sales).
Net property income on property development projects is measured according to the percentage-of-completion method based on the following criteria:
Losses on "new projects" are included in net property income.
Net overhead expenses correspond to income and expense items inherent in the business of the Group's service companies.
For each operating segment, income includes payments for services provided to third parties, such as delegated project management fees related to Property Development activities, rental management fees (syndicate agent, co-ownership management), and fees for marketing and other services, internal management fees (after elimination of intercompany profit margins – see note on investment properties or inventories).
Expenses includes personnel costs, overhead costs (miscellaneous fees, operating expenses, etc. excluding fixed rent paid which has now been restated in accordance with IFRS 16), as well as depreciation of operating assets. Capitalised production and production held in inventory is deducted from this amount.
Other income and expenses relate to Group companies that are not service providers. They mainly correspond to overhead costs and miscellaneous management fee income. Amortisation of intangible assets and depreciation of property, plant and equipment other than assets in operation are included in this line item.
Since the 1 January 2019, the Group applies IFRS 16 – Leases.
For landlords, IFRS 16 maintains the distinction between finance and operating leases. Accordingly, in the consolidated financial statements where the Group acts as lessor:
Under IFRS 16, lessees will no longer distinguish between finance lease contracts and operating lease contracts.
For all leases defined as "rental contracts", this standard requires to recognise a right-of-use asset in the balance sheet statement of the tenants (as non-current assets) and a corresponding lease liability (as financial liabilities).
Leases entered into by the Group lying within the field of application of the standard mainly concern two types of leases which are financially fundamentally different:
Temporary Occupation Authorisations are covered by IFRS 16. The Group is the occupying party and, therefore, the agreement grants the Group certain rights regarding the work, constructions and real estate facilities. Under IFRS 16, fixed fees are restated over the term of the contracts.
The key assumptions used to calculate the debt and therefore the right of use are the term of the contracts and the rate:
The Group applies one of the exemptions proposed by the standard, on short-term leases (less than 12 months) which are not restated.
The presentation in the Group's financial statements is as follows:
• On the balance sheet, an asset is recorded in the form of a right-of-use asset in exchange for a liability corresponding to the rent. The Group therefore acknowledges a right-of-use on tangible and intangible fixed assets (connected to its property and vehicle lease agreements) as consideration for its lease liabilities; and a right-of-use for investment property (notably in relation to Temporary Occupation Authorisations) in exchange on the contractual fees on investment properties;
The change in amounts reflects new contracts or the end of contracts during the period. Moreover, during the lifetime of the agreement, lease liability and right-of-use asset may vary based on changes in the rent index defined in the leases. The main indexes are: the French national construction costs index, the French office rent index, the French commercial rent index and the French benchmark rent index.
Adjustments to the value of each property measured at fair value are recognised in the income statement under "Change in value of investment properties" and are determined as follows:
Market value excluding transfer duties at the end of the period (taking into account the impact of stepped rents and rent holidays as measured by the appraiser) minus [Market value at the end of the previous period if the property was measured at fair value or cost of the property is marked to market for the first time + amount of construction work and expenses eligible for capitalisation during the year + effect of deferral period for stepped rents and rent holidays net of the deferral of initial lease payments].
Moreover, impairment losses on each property measured at cost are recognised in the income statement under "Net impairment of investment properties measured at cost".
The cost of net financial debt includes interest incurred on borrowings including the amortisation of issuance expenses, and other financial liabilities, income from loans and advances to participating interests, gains on sale of marketable securities and the impact of interest-rate swaps used as interest-rate hedges.
Other financial results include expenses related to rental obligations and contractual fees on investment properties.
The cash flow statement is presented using the indirect method permitted under IAS 7. Tax expense is shown as a single item in cash flows from operating activities. Interest paid is shown in cash flows from financing activities, and interest received is shown in cash flows from investing activities. Dividends paid are classified as cash flows from financing activities.
IFRS 8 – "Operating segments" requires the presentation of operating segments to reflect the Company's organisation and internal reporting system, which is presented in compliance with IFRS recognition and measurement principles. An operating segment represents an activity of the Company that incurs income and expenses and whose operating income is regularly reviewed by the Company's Management on the one hand and its operational managers on the other. Each segment compiles its own individual financial information.
The Company's internal reporting is based on an analysis of the period's results in accordance with:
According to these analytical criteria, operating income, including earnings from equity affiliates, is monitored on an operating segment basis.
In addition to operating income, asset book values (and certain related liabilities) are monitored by operating segment when they are directly related or can be allocated to a sector. They are considered economic assets of the sector in question.
The Company has the following operating segments:
Borrowing costs, changes in the value of financial instruments and gains and losses from their disposal, taxes, and earnings from non-controlling interests are not allocated directly by sector. Balance-sheet items such as financial assets and liabilities cannot be allocated, nor can deferredtax assets corresponding to the recognition of tax losses.
FFO measures the creation of wealth available for distribution through net income (Group share of FFO). Funds from operations are defined as net income, Group share (i.e. attributable to equity holders of the parent company), exclusive of changes in value, estimated expenses, and transaction costs.
The main aggregates of the funds from operations monitored by the Group for internal reporting purposes are:
Net borrowing costs are the net borrowing costs excluding estimated expenses which correspond in particular to the spreading of bond issue costs (shown in changes in value, estimated expenses and transaction fees).
Other financial results mainly correspond to expenses related to rental obligations and contractual fees on investment properties.
Tax (FFO) is the tax due for the period excluding deferred taxes and excluding tax due relating to changes in value (exit tax, etc.).
These changes in value measure the value created or realised by the Company during the period.
The relevant indicator for monitoring value is the change in going concern net asset value, to which funds from operations contribute. This management indicator is presented in detail in the business review.
The main aggregates of the funds from operations monitored by the Group in internal reports are:
Also presented are changes in value and income from disposal of financial instruments representing adjustments in the value of financial instruments measured at fair value as well as the effect of discounting debt and receivables. Results from the disposal of financial instruments represent the balance for amounts incurred in the period from restructuring or cancelling financial instruments.
The line relating to non-controlling interests corresponds to the share of net income attributable to minority shareholders of subsidiaries divided between the share of the funds from operations (FFO) and the share attributable to minority shareholders of subsidiaries of changes in value, estimated expenses, transaction costs and deferred tax.
In the case of exceptional transactions, the contracts are specifically analysed, and the indicators presented above may in some cases be adjusted, i.e. reclassified to match their internal reporting presentation for greater clarity.
| (€ millions) | Retail | Residential | Business Property |
New businesses |
Other | TOTAL |
|---|---|---|---|---|---|---|
| Operating assets and liabilities | ||||||
| Intangible assets | 17.7 | 290.2 | 21.5 | 2.2 | 12.7 | 344.3 |
| Property plant and equipment | 0.7 | 22.4 | 0.0 | 0.0 | 2.2 | 25.2 |
| Right-of-use on tangible and intangible fixed assets | 0.2 | 122.8 | 0.1 | - | 0.1 | 123.1 |
| Investment properties | 4,074.8 | 0.1 | 12.5 | - | - | 4,087.4 |
| Securities and investments in equity affiliates | 158.2 | 179.2 | 154.3 | (0.0) | - | 491.7 |
| Operational working capital requirement | 49.8 | 865.0 | 24.4 | 0.1 | (19.1) | 920.2 |
| Total operating assets and liabilities | 4,301.5 | 1,479.5 | 212.8 | 2.2 | (4.1) | 5,991.9 |
| (€ millions) | Retail | Residential | Business Property |
Other | TOTAL |
|---|---|---|---|---|---|
| Operating assets and liabilities | |||||
| Intangible assets | 18.0 | 282.3 | 21.5 | 10.6 | 332.5 |
| Property plant and equipment | 0.7 | 24.7 | - | 2.3 | 27.8 |
| Right-of-use on tangible and intangible fixed assets | 0.3 | 127.9 | 0.1 | 0.1 | 128.4 |
| Investment properties | 4,140.6 | 0.2 | 36.0 | - | 4,176.8 |
| Securities and investments in equity affiliates | 121.9 | 170.7 | 166.8 | - | 459.4 |
| Operational working capital requirement | 58.7 | 682.0 | 13.1 | (23.2) | 730.6 |
| Total operating assets and liabilities | 4,340.2 | 1,288.0 | 237.5 | (10.2) | 5,855.5 |
See consolidated income statement by segment in the notes to the financial statements.
ALTAREA
| 31/12/2022 Changes in |
31/12/2021 Changes in |
|||||
|---|---|---|---|---|---|---|
| (€ millions) | Funds from operations (FFO) |
value, estimated expenses and |
Total | Funds from operations (FFO) |
value, estimated expenses and |
Total |
| transaction costs (chg. val.) |
transaction costs (chg. val.) |
|||||
| Rental income | 210.2 | - | 210.2 | 186.7 | - | 186.7 |
| Property expenses Unrecoverable rental expenses |
(3.6) (10.4) |
- - |
(3.6) (10.4) |
(1.9) (8.9) |
- - |
(1.9) (8.9) |
| Expenses re-invoiced to tenants | 58.8 | - | 58.8 | 55.1 | - | 55.1 |
| Rental expenses | (69.2) | - | (69.2) | (64.0) | - | (64.0) |
| Other expenses | (0.3) | - | (0.3) | (1.6) | - | (1.6) |
| Net charge to provisions for current assets | (2.3) | - | (2.3) | (11.8) | - | (11.8) |
| Net rental income | 193.7 | - | 193.7 | 162.5 | - | 162.5 |
| Revenue | 2,748.6 | - | 2,748.6 | 2,796.2 | 0.0 | 2,796.2 |
| Cost of sales | (2,417.9) | (0.6) | (2,418.6) | (2,446.4) | (0.1) | (2,446.5) |
| Other income Net charge to provisions for current assets |
(104.2) (33.6) |
- (0.6) |
(104.2) (34.2) |
(102.4) (10.3) |
(0.0) 0.2 |
(102.4) (10.1) |
| Amortisation of customer relationships | - | (1.5) | (1.5) | - | - | - |
| Net property income | 192.9 | (2.8) | 190.1 | 237.1 | 0.1 | 237.2 |
| External services | 54.4 | - | 54.4 | 46.9 | - | 46.9 |
| Own work capitalised and production held in inventory | 242.1 | - | 242.1 | 196.6 | - | 196.6 |
| Personnel costs | (244.4) | (26.7) | (271.1) | (223.9) | (29.7) | (253.6) |
| Other overhead expenses | (78.5) | 0.1 | (78.3) | (68.0) | (0.0) | (68.1) |
| Depreciation expenses on operating assets | - | (29.0) | (29.0) | - | (29.5) | (29.5) |
| Net overhead expenses | (26.3) | (55.6) | (81.9) | (48.4) | (59.3) | (107.6) |
| Other income and expenses | (6.7) | (0.0) | (6.7) | (9.0) | (0.9) | (9.8) |
| Depreciation expenses Transaction costs |
- - |
(0.1) (14.5) |
(0.1) (14.5) |
- - |
(0.2) (14.9) |
(0.2) (14.9) |
| Other | (6.7) | (14.6) | (21.3) | (9.0) | (15.9) | (24.9) |
| Proceeds from disposal of investment assets | - | 76.5 | 76.5 | - | 8.9 | 8.9 |
| Carrying amount of assets sold | - | (74.2) | (74.2) | - | (10.2) | (10.2) |
| Net gain/(loss) on disposal of investment assets | - | 2.3 | 2.3 | - | (1.3) | (1.3) |
| Change in value of investment properties | - | 45.8 | 45.8 | - | 39.9 | 39.9 |
| Net impairment losses on investment properties measured at cost | - | (18.7) | (18.7) | - | (4.8) | (4.8) |
| Net impairment losses on other non-current assets | - | 0.2 | 0.2 | - | (1.2) | (1.2) |
| Net charge to provisions for risks and contingencies | - | 0.3 | 0.3 | - | (11.5) | (11.5) |
| OPERATING INCOME BEFORE THE SHARE OF NET INCOME OF EQUITY METHOD AFFILIATES |
353.5 | (43.1) | 310.4 | 342.3 | (54.0) | 288.3 |
| Share in earnings of equity-method affiliates | 64.0 | 7.0 | 71.0 | 24.3 | (5.2) | 19.1 |
| OPERATING INCOME AFTER THE SHARE OF NET INCOME OF EQUITY METHOD AFFILIATES |
417.5 | (36.1) | 381.4 | 366.6 | (59.2) | 307.4 |
| Net borrowing costs | (34.3) | 10.5 | (23.8) | (49.2) | (5.4) | (54.6) |
| Financial expenses | (51.9) | 10.5 | (41.4) | (63.1) | (5.4) | (68.5) |
| Financial income | 17.5 | - | 17.5 | 13.9 | - | 13.9 |
| Other financial results | (26.1) | (0.2) | (26.3) | (20.1) | (8.6) | (28.7) |
| Change in value and income from disposal of financial instruments | - | 123.0 | 123.0 | - | 5.7 | 5.7 |
| Gains or losses on disposals of equity interests(a) | 28.7 | 9.8 | 38.5 | 38.3 | 7.9 | 46.2 |
| Profit before tax | 385.8 | 107.0 | 492.8 | 335.7 | (59.6) | 276.1 |
| Corporate income tax NET INCOME |
(35.2) 350.6 |
(33.1) 73.9 |
(68.3) 424.5 |
(20.1) 315.6 |
6.2 (53.4) |
(13.9) 262.1 |
| o/w Attributable to Altarea SCA shareholders o/w Attributable to non-controlling interests in subsidiaries |
275.4 (75.2) |
51.4 (22.5) |
326.8 (97.7) |
264.4 (51.2) |
(52.7) 0.7 |
211.6 (50.5) |
| Average number of non-diluted shares | 20,158,331 | 20,158,331 | 20,158,331 | 18,024,260 | 18,024,260 | 18,024,260 |
| Net earning per share attributable to shareholders of Altarea SCA (€) | 13.66 | 2.55 | 16.21 | 14.67 | (2.93) | 11.74 |
| Diluted average number of shares | 20,649,592 | 20,649,592 | 20,649,592 | 18,424,086 | 18,424,086 | 18,424,086 |
| Diluted net earning per share attributable to shareholders of Altarea SCA (€) |
13.34 | 2.49 | 15.83 | 14.35 | (2.86) | 11.49 |
(a) Gains or losses on disposals of equity interests have been reallocated to each of the activities concerned by the gains or losses when it relates to an investment previously fully consolidated or a share of the equity-method affiliates when the equity disposed of was previously in an equity-method company.
| 31/12/2022 | 31/12/2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (€ millions) | Retail | Residen tial |
BP(a) | New business es |
Other | TOTAL | Retail | Residen tial |
BP(a) | Other | TOTAL |
| Net rental income | 193.7 | - | - | - | - | 193.7 | 162.5 | - | - | - | 162.5 |
| Net property income | (1.3) | 154.2 | 37.2 | - | (0.0) | 190.1 | (0.9) | 204.0 | 34.2 | (0.1) | 237.2 |
| Net overhead expenses | (10.2) | (50.3) | (10.9) | (1.6) | (8.9) | (81.9) | (15.6) | (72.3) | (13.4) | (6.3) | (107.6) |
| Other | (3.1) | (1.7) | 0.4 | (0.1) | (16.7) | (21.3) | (9.5) | (5.4) | 1.4 | (11.3) | (24.9) |
| Net gain/(loss) on disposal of investment assets |
2.3 | - | - | - | - | 2.3 | (1.3) | - | - | - | (1.3) |
| Value adjustments | 27.5 | 0.1 | (0.3) | - | - | 27.3 | 33.1 | (1.2) | 2.0 | - | 33.9 |
| Net charge to provisions for risks | 1.3 | (0.8) | (0.4) | (0.0) | 0.2 | 0.3 | (10.6) | (1.1) | (0.2) | 0.3 | (11.5) |
| and contingencies Share in earnings of equity method affiliates |
5.9 | 8.2 | 56.9 | (0.0) | - | 71.0 | 0.8 | 11.4 | 7.0 | - | 19.1 |
| OPERATING INCOME (Statement of consolidated comprehensive income) |
216.1 | 109.7 | 82.8 | (1.7) | (25.5) | 381.4 | 158.4 | 135.4 | 31.0 | (17.4) | 307.4 |
| Reclassification of net gain/(loss) on disposal of investments |
28.7 | 28.7 | 38.3 | 38.3 | |||||||
| OPERATING INCOME (Consolidated income statement by segment) |
216.1 | 109.7 | 111.6 | (1.7) | (25.5) | 410.1 | 158.4 | 137.7 | 69.3 | (19.7) | 345.8 |
(a) BP: Business property.
| 31/12/2022 | 31/12/2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ millions) | France | Italy | Spain | Other | Total | France | Italy | Spain | Other | Total |
| Rental income | 191.4 | 6.2 | 12.6 | - | 210.2 | 170.8 | 6.3 | 9.5 | - | 186.7 |
| External services | 29.4 | 1.5 | 0.3 | - | 31.3 | 22.2 | 1.3 | 0.3 | - | 23.8 |
| Property development | - | - | - | - | - | - | 6.4 | - | - | 6.4 |
| Retail | 220.8 | 7.7 | 12.9 | - | 241.5 | 193.0 | 14.0 | 9.8 | - | 216.8 |
| Revenue | 2,458.5 | - | - | - | 2,458.5 | 2,484.7 | - | - | - | 2,484.7 |
| External services | 11.1 | - | - | - | 11.1 | 13.3 | - | - | - | 13.3 |
| Residential | 2,469.7 | - | - | - | 2,469.7 | 2,498.0 | - | - | - | 2,498.0 |
| Revenue | 290.0 | - | - | - | 290.0 | 305.2 | - | - | - | 305.2 |
| External services | 11.4 | - | - | 0.5 | 11.9 | 9.3 | - | - | 0.4 | 9.8 |
| Business Property | 301.4 | - | - | 0.5 | 301.9 | 314.5 | - | - | 0.4 | 314.9 |
| Others (Corporate) | 0.1 | - | - | - | 0.1 | 0.1 | - | - | - | 0.1 |
| Total | 2,992.0 | #REF! 7.7 |
12.9 | 0.5 | #REF! 3,013.2 |
#REF! 3,005.6 |
14.0 | #REF! 9.8 |
0.4 | 3,029.8 |
The Altarea Group operates mainly in France, Italy and Spain in 2022, as in 2021.
One client accounted for more than 10% of the Group's revenue in the Residential sector, i.e., €414.1 million in 2022 and €489.5 million in 2021.
In accordance with the partnership agreements announced in June 2021, Altarea and Crédit Agricole Assurances finalised their partnership on the creation of the Alta Infrastructures fund, specialised in European stations retails.
Thus, in the first quarter of 2022, Altarea sold 49% of its stake in stations under concessions, which are the Paris-Montparnasse station and five stations in Italy (Milan, Turin, Rome, Padua and Naples).
In July, SCOR, MRM and Altarea announced a partnership to accelerate MRM's strategic development. In December, Altarea completed the transfer of the Flins and Ollioules shopping centres to MRM, for €90.4 million, remunerated partly in cash and partly in MRM shares. Following this transaction, Altarea holds 15.9% of MRM's share capital.
After the successful transformation of the Paris-Montparnasse station, Altarea is leading a major project to restructure the retail spaces at the Paris-Austerlitz station, which will eventually include nearly 20,000 m² of shops directly connected to the station.
As no further appeals can now be made against the building permit, Altarea and SNCF Gares & Connexions signed the final agreements at the end of the year allowing work to start in 2023.
Although the new residential market remains structurally under-supplied in relation to needs in most major cities, since the beginning of 2022, it has been constrained by numerous unfavourable factors both at the macroeconomic level (higher interest rates, usury rate, maximum occupancy cost ratio of 35% of income, inflation and purchasing power) and in geopolitics (war in Ukraine and energy shortages/pressures).
The conditions for accessing finance, demand and purchasing power for property eroded throughout the year, leading to a decline in sales in the last quarter, and affecting all customers: private individuals in main residences, individual investors and institutional buyers.
As a result, Altarea, whose sales were still growing in the third quarter of 2022, became more selective in its projects to prioritize the sale of ongoing projects and the development of the most profitable projects with the fastest disposal rates. This policy has led to the postponement of certain commercial launches and land acquisitions initially planned for the end of 2022.
The Group has made significant progress, particularly in major investment projects, with:
• Sale in July to La Française REM of the Cyber Campus in Paris-la Défense, a 26,500 m² office building;
• The delivery of the three office buildings within the large mixed-use project Issy-Cœur de Ville, certified BEPOS (positive energy building) and intended to house the head office of the Caisse Nationale de Prévoyance (CNP) as from early 2023;
• The sale to Crédit Agricole Assurances of the last 10% held in Bridge, Orange's global headquarters in Issy-les-Moulineaux (58,000 m²);
• The partial letting of Landscape in La Défense to ManpowerGroup France, Vitogaz and Rubis Energie, thus completing the largest transaction for a high-rise office building of the year;
• The start of the demolition work on the building located on the plot that will house Bellini, the future headquarters of Swiss Life France in La Défense acquired by Swiss Life Asset Managers at the end of 2021;
• Management of several new development projects, including the renovation of the former CACEIS head office near Paris-Austerlitz station on behalf of Crédit Agricole Assurances.
As the leading business property developer in the regions, Altarea has been able to capitalise on its know-how to meet the expectations of this fast-growing market. The year 2022 confirms this trend, with in particular:
• The signing of numerous off-plan sales and PDCs, including KI in Lyon (PDC), the renovation of the former headquarters of CERA, and Hill Side in the Jolimont district of Toulouse with Tivoli Capital;
• Management of seven new projects (170,000 m²), including the new ESSCA campus in Aix-en-Provence, and several office projects in the Grand-Ouest region.
The Group, active in this segment for nearly 20 years, has now strengthening its historical position in large logistics platforms on the one hand, and structuring its offer on the promising segment of urban logistics on the other hand with:
• the launch of a new project at the gates of Lyon, Ecoparc Cotière, combining XXL logistics (50,000 m²) and business premises (20,000 m²) and continuing development of the 8 other projects under development on the north-south axis and the Atlantic arc;
• the success of a first urban logistics project "La Manufacture de Reuilly" carried out in partnership with Corsalis Logistics Real Estate, involving the restructuring of a building in the heart of Paris that was leased to La Belle Vie (French leader in home shopping) and then sold to a fund managed by AEW.
In 2022, Altarea jointly completed the "La Manufacture de Reuilly" project with Corsalis Logistics Real Estate, a first restructuring operation for a building in the middle of the 12th arrondissement in Paris leased to La Belle Vie (French leader in home shopping) in March then sold in June to a fund managed by AEW.
Altarea successful launch of two public partial buyback offer for three existing senior bonds (Altarea July 2024, Altareit July 2025 and Altarea January 2028), for a total amount of €331.5 million (respectively, €120.3 million, €161.2 million and €50.0 million) plus buybacks over the course of the year of a total nominal amount of another €10.8 million.
With this transaction, the Group was able to optimise its liquidity through proactive management of its liabilities on capital markets and so optimise its available cash and the volume and cost of its financial debt.
The Group strengthened consolidated equity by €9.3 million as part of the employee FCPE, which subscribed to a reserved capital increase (resulting in the creation of 82,533 new shares), thus demonstrating the commitment and confidence of employees in the company.
Following the Supervisory Board meeting held on 25 April, it was decided to change the terms of payment of the annual dividend as follows:
• The dividend proposed in respect of financial year 2021 is unchanged at €9.75/share (vs €9.50 last year);
• The payment date is now set at 31 May 2022 (vs 28 June initially) with an ex-dividend date on 27 May;
• The dividend was paid in full in cash (removal of the option of partial payment in shares), in an amount of €199.8 million.
On 2 March 2022, Altarea informed the public that the acquisition of the Primonial Group could not be completed under the agreed conditions. Altarea considers that the Sellers did not comply with the provisions of the acquisition agreement entered into in July 2021, which has lapsed.
Following the non-completion of the acquisition of Primonial, the Sellers (various groups of shareholders of Primonial (investment funds and managers)) summoned the Company and its indirect subsidiary, Alta Percier, before the Commercial Court of Paris, in order to obtain compensation for the damage they allegedly suffered. Altarea and Alta Percier challenge such claims, which they believe are groundless. On the contrary, Altarea and Alta Percier consider that the Sellers are responsible for the failure to complete the transaction. Altarea thus requests that the Sellers be ordered to pay damages (dommages et intérêts) for the damages suffered by the Group. To this end, Altarea and Alta Percier filed a brief in response (conclusions en réponse) and in voluntary intervention (intervention volontaire) before the Commercial Court of Paris on 20 June 2022.
In their brief in response (conclusions en réplique) dated 21 November 2022 and 16 January 2023, the various groups of shareholders maintained and developed their argumentation. As it stands, the seller managers allege a damage of €118,988,650 and the investment funds allege a damage of €588,082,058.50.
Based on the Sellers' claims, Altarea maintains its position that it has no liability in this respect, as the failure to complete the transaction was, in its view, caused by the Sellers, so that they cannot claim damages that are groundless and unjustified in view of the factual and legal elements. Altarea will develop its argumentation in its next brief in response.
As of the date of disclosure of the Group's financial statements, the proceedings are ongoing.
The main companies within the scope of consolidation, selected by revenue and total assets criteria, are as follows:
| 31/12/2022 | 31/12/2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| LEGAL | |||||||||
| COMPANY ALTAREA |
FORM SCA |
SIREN 335480877 |
parent company | Method FC |
Interest 100.0% |
Integration 100.0% |
Method FC |
Interest 100.0% |
Integration 100.0% |
| Retail France | |||||||||
| ALTAREA FRANCE NR 21 |
SCA SCA |
324814219 335480877 |
FC FC |
100.0% 96.8% |
100.0% 100.0% |
FC FC |
100.0% 96.8% |
100.0% 100.0% |
|
| FONDS PROXIMITÉ | SNC | 348024050 | affiliate | EM | 25.0% | 25.0% | EM | 25.0% | 25.0% |
| MRM | SCA | 311765762 | joint venture | EM | 15.9% | 15.9% | IN | 0.0% | 0.0% |
| ALDETA | SASU | 311765762 | FC | 33.3% | 100.0% | FC | 33.3% | 100.0% | |
| ALTA BLUE | SAS | 522193796 | FC | 33.3% | 100.0% | FC | 33.3% | 100.0% | |
| ALTAREA PROMOTION COMMERCE ALTA CRP AUBERGENVILLE |
SNC SNC |
420490948 451226328 |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
|
| ALTA AUSTERLITZ | SNC | 812196616 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| BERCY VILLAGE | SCI | 384987517 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| ALTA CARRÉ DE SOIE | SCI | 449231463 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% |
| FONCIERE CEZANNE MATIGNON | SNC | 348024050 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| FONCIERE ALTAREA | SASU | 353900699 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| SOCIETE D'AMENAGEMENT DE LA GARE DE L'EST ALTA CRP GENNEVILLIERS |
SNC SNC |
481104420 488541228 |
FC FC |
51.0% 51.0% |
100.0% 100.0% |
FC FC |
51.0% 51.0% |
100.0% 100.0% |
|
| ALTA GRAMONT | SAS | 795254952 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| ALTA CRP GUIPAVAS | SNC | 451282628 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| LIMOGES INVEST | SCI | 488237546 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | |
| SNC MACDONALD COMMERCES | SNC | 524049244 | affiliate | EM | 25.0% | 25.0% | EM | 25.0% | 25.0% |
| ALTAREA MANAGEMENT | SNC | 509105375 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTA-MONTPARNASSE LES VIGNOLES RETAIL PARK |
SNC SNC |
524049244 512086117 |
FC FC |
51.0% 51.0% |
100.0% 100.0% |
FC FC |
100.0% 51.0% |
100.0% 100.0% |
|
| OPCI ALTA COMMERCE EUROPE | SPPICAV | joint venture | EM | 29.9% | 29.9% | EM | 29.9% | 29.9% | |
| ALTA QWARTZ | SNC | 433806726 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| THIAIS SHOPPING CENTRE | SNC | 479873234 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| ALTA CRP LA VALETTE | SNC | 494539687 | FC | 51.0% | 100.0% | FC | 51.0% | 100.0% | |
| Retail Italy | |||||||||
| ALTAGARES | SRL | N/A | FC | 51.0% | 100.0% | FC | 100.0% | 100.0% | |
| ALTAREA ITALIA | SRL | N/A | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | |
| Retail Spain | |||||||||
| ALTAREA ESPANA ALTAREA PATRIMAE |
SRL SRL |
N/A N/A |
FC FC |
100.0% 100.0% |
100.0% 100.0% |
FC FC |
100.0% 100.0% |
100.0% 100.0% |
|
| Residential | |||||||||
| ALTAREIT | SCA | 552091050 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| COGEDIM RESIDENCES SERVICES | SNC | 394648455 | joint venture | EM | 64.9% | 65.0% | EM | 64.9% | 65.0% |
| ALTAREA COGEDIM IDF GRANDE METROPOLE ALTAREA COGEDIM GRANDS PROJETS |
SNC SNC |
810928135 810926519 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
|
| ALTAREA COGEDIM REGIONS | SNC | 810847905 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SEVERINI | SNC | 848899977 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| XF Investment | SAS | 507488815 | FC | 99.9% | 100.0% | IN | 0.0% | 0.0% | |
| ALTA FAUBOURG | SASU | 444560874 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| PITCH PROMOTION | SAS | 450042338 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| MARSEILLE MICHELET COEUR MOUGINS |
SNC SNC |
792774382 453830663 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
|
| ISSY COEUR DE VILLE | SNC | 830181079 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| ISSY COEUR DE VILLE COMMERCES | SNC | 828184028 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| HP | SAS | 480309731 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| HISTOIRE ET PATRIMOINE DEVELOPPEMENT | SAS | 480110931 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| MERIMEE HISTOIRE ET PATRIMOINE PROMOTION |
SNC SASU |
849367016 792751992 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
|
| ALTAREA COGEDIM ZAC VLS | SNC | 811910447 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| SAS VILLECRESNES D'ATTILY | SAS | 843230483 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | |
| BEZONS CŒUR DE VILLE A1 & A2-LOGEMENTS | SCCV | 819929845 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| GIF MOULON A4 | SCCV | 830886115 | FC | 25.0% | 100.0% | FC | 25.0% | 100.0% | |
| BOBIGNY COEUR DE VILLE | SNC | 838941011 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| TOULOUSE GUILLAUMET MEUDON – PAUL DEMANGE |
SNC SCCV |
841374390 853608511 |
joint venture | FC EM |
64.9% 49.9% |
100.0% 50.0% |
FC EM |
64.9% 49.9% |
100.0% 50.0% |
| ALBIZZIA LYON CONFLUENCE | SCCV | 882282056 | joint venture | EM | 30.0% | 30.0% | EM | 30.0% | 30.0% |
| GARENNE FERRY FAUVELLES | SCCV | 894504083 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| PITCH IMMO | SASU | 422989715 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| MAISONS ALFORT 2011 | SNC | 530224419 | affiliate | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% |
| LACASSAGNE BRICKS PIN BALMA CHATEAU CAMAS |
SCCV SCCV |
817783749 821556230 |
affiliate joint venture |
EM EM |
50.9% 54.9% |
51.0% 55.0% |
EM EM |
50.9% 54.9% |
51.0% 55.0% |
| ARTCHIPEL | SCCV | 841150071 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | |
| RUEIL COLMAR | SCCV | 851750968 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | |
| CLICHY ROGUET | SCCV | 880090212 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% |
| 31/12/2022 | 31/12/2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| LEGAL | ||||||||||
| COMPANY L'ISLE D'ABEAU SAINT HUBERT |
FORM SCCV |
SIREN 851793596 |
joint venture | Method EM |
Interest 47.4% |
Integration 47.5% |
Method EM |
Interest 47.4% |
Integration 47.5% |
|
| RUEIL HIGH GARDEN | SCCV | 887670115 | FC | 99.9% | 100.0% | FC | 59.9% | 100.0% | ||
| BONDOUFLE ZAC DU GRAND PARC FC | SCCV | 889279592 | FC | 50.9% | 100.0% | IN | 0.0% | 0.0% | ||
| LE CLOS DES VIGNES | SCCV | 884097114 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| Toulouse Arènes ILOT 3.1 T1 and T2 | SAS | 814795779 | affiliate | EM | 39.9% | 40.0% | EM | 39.9% | 40.0% | |
| COGEDIM HAUTS DE FRANCE | SNC | 420810475 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM GESTION COVALENS |
SNC SNC |
380375097 309021277 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
||
| COGEDIM PARIS METROPOLE | SNC | 319293916 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| ASNIERES AULAGNIER | SARL | 487631996 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% | |
| COGEDIM GRAND LYON | SNC | 300795358 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM MEDITERRANEE | SNC | 312347784 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM PROVENCE | SNC | 442739413 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM MIDI-PYRÉNÉES | SNC | 447553207 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM GRENOBLE | SNC | 418868584 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM SAVOIES-LEMAN COGEDIM AQUITAINE |
SNC SNC |
348145541 388620015 |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
FC FC |
99.9% 99.9% |
100.0% 100.0% |
||
| COGEDIM ATLANTIQUE | SNC | 501734669 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM LANGUEDOC ROUSSILLON | SNC | 532818085 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM EST | SNC | 419461546 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGEDIM | SASU | 54500814 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| SAS SURESNES VENDOME | SAS | 837535053 | FC | 50.0% | 100.0% | FC | 50.0% | 100.0% | ||
| SAS CLICHY BOREALES | SAS | 879035939 | affiliate | EM | 30.0% | 30.0% | EM | 30.0% | 30.0% | |
| CLICHY 33 LANDY | SAS | 898926308 | FC | 50.0% | 100.0% | FC | 50.0% | 100.0% | ||
| MEYLAN PLM 1 ANNEMASSE VALLEES |
SCCV SCCV |
879562213 844058289 |
FC FC |
54.9% 71.9% |
100.0% 100.0% |
FC FC |
54.9% 71.9% |
100.0% 100.0% |
||
| LYON LES MOTEURS | SNC | 824866388 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| COGIMO | SAS | 962502068 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| MENTON HAUT CAREI | SCCV | 829544303 | FC | 59.9% | 100.0% | FC | 59.9% | 100.0% | ||
| CALCADE DE MOUGINS | SNC | 833132426 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| HORLOGE GASTON ROUSSEL | SCCV | 832294664 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| 61-75 PARIS AVENUE DE FRANCE | SCCV | 830917100 | joint venture | EM | 49.9% | 50.0% | EM | 49.9% | 50.0% | |
| SURESNES BMV | SCCV | 834261497 | FC | 50.0% | 100.0% | FC | 50.0% | 100.0% | ||
| NEUILLY GALLIENI | SCCV | 839954377 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | ||
| LES PANTINOISES LOT 6 | SCCV | 840317309 | FC | 50.0% | 100.0% | FC | 50.0% | 100.0% | ||
| MONTREUIL D'ALEMBERT | SCCV | 841085210 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| ASNIÈRES 94 GRÉSILLONS | SCCV | 849115258 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| ROMAINVILLE ROUSSEAU | SCCV | 852604909 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| ISSY GUYNEMER | SNC | 891166209 | FC | 50.9% | 100.0% | FC | 50.9% | 100.0% | ||
| BONDY TASSIGNY | SNC | 892127432 | FC | 99.9% | 100.0% | FC | 69.9% | 100.0% | ||
| CLICHY 132 BD JEAN JAURES | SCCV | 890252513 | FC | 50.0% | 100.0% | FC | 50.9% | 100.0% | ||
| SAINT MAUR CONDE | SCCV | 897792156 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | ||
| MAISONS ALFORT MARTIGNY 18 | SCCV | 901641621 | FC | 69.9% | 100.0% | FC | 69.9% | 100.0% | ||
| CLICHY RUE DU 19 MARS 1962 | SNC | 903468148 | FC | 50.0% | 100.0% | FC | 50.0% | 100.0% | ||
| SCCV ASNIERES - 77 RUE DES BAS | SCCV | 910066919 | FC | 50.9% | 100.0% | IN | 0.0% | 0.0% | ||
| Business Property | ||||||||||
| ALTAREA COGEDIM ENTREPRISE PROMOTION | SNC | 535056378 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| PRD MONTPARNASSE 2 | SCI | 852712439 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% | |
| PRD MONTPARNASSE 3 | SCI | 852712587 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% | |
| 80-98 RUE DE REUILLY | SCI | 420762775 | IN | 0.0% | 0.0% | FC | 100.0% | 100.0% | ||
| AF INVESTCO ARAGO | SNC | 494382351 | affiliate | EM | 30.1% | 30.1% | EM | 30.1% | 30.1% | |
| AF INVESTCO 5 | SNC | 798601936 | affiliate | EM | 30.1% | 30.1% | EM | 30.1% | 30.1% | |
| AF INVESTCO 7 | SNC | 798601936 | affiliate | EM | 30.1% | 30.1% | EM | 30.1% | 30.1% | |
| B1 | SCCV | 853715829 | joint venture | EM | 33.3% | 33.3% | EM | 33.3% | 33.3% | |
| B2 B3 | SCCV | 852921899 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% | |
| ALTA VAI HOLDCO A | SAS | 424007425 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% | ||
| FONCIERE ALTAREA MONTPARNASSE | SNC | 847726650 | FC | 100.0% | 100.0% | FC | 100.0% | 100.0% | ||
| PASCALHOLDCO | SPPICAV | 809845951 | affiliate | EM | 15.0% | 15.1% | EM | 15.0% | 15.1% | |
| PASCALPROPCO | SASU | 437929813 | affiliate | EM | 15.0% | 15.1% | EM | 15.0% | 15.1% | |
| PRD MONTPARNASSE | SCI | 844634758 | joint venture | EM | 50.0% | 50.0% | EM | 50.0% | 50.0% | |
| ISSY COEUR DE VILLE PROMOTION BUREAUX | SNC | 829845536 | FC | 99.9% | 100.0% | FC | 99.9% | 100.0% |
The complete list of companies in the scope is available on request from the Investor Relations Department. [email protected].
ALTAREA
| (In number of companies) | 31/12/2021 | Acquisition | Creation | Sale | Absorption, dissolution, deconsolidation |
Change in consolidation method |
31/12/2022 |
|---|---|---|---|---|---|---|---|
| Fully consolidated subsidiaries |
441 | 43 | 39 | (45) | 4 | 482 | |
| Joint ventures(a) | 142 | 2 | 12 | (10) | (4) | 142 | |
| Affiliates(a) | 71 | 1 | 5 | (1) | - | 76 | |
| Total | 654 | 46 | 56 | - | (56) | - | 700 |
(a) Companies accounted for using the equity method.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Investments in consolidated securities | (15.2) | (17.6) |
| Liabilities on acquisition of consolidated participating interests | - | - |
| Cash of acquired companies | 11.4 | (0.1) |
| Total | (3.7) | (17.7) |
During the year, the Group notably:
During the year:
controlled by the Group, who maintains control (within the meaning of IFRS 10) of each of these companies (fully consolidated companies).
End of July 2022, the Group, via its subsidiary Alta Penthièvre, acquired 100% of Toulouse developer XF. As from this date, all subsidiaries are fully consolidated and its commercial performance is reported in the Residential business segment.
The acquisition price of this company was €11.5 million.
In accordance with IFRS 3 "Business combinations", the Company's assets acquired and liabilities assumed were measured at fair value. When these amounts were recognised in the statement of financial position at the acquisition date, €11.4 million in intangible assets and goodwill was recognised.
Goodwill is definitive and has been allocated to the Group's Residential business segment.
The consolidated Group contributes €12.5 million in Group revenue as of 31 December 2022.
In application of IFRS 10, 11 and 12, the following are recognised under securities and receivables on equity affiliates, investments in joint ventures and associated companies, including receivables from these holdings.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Equity-accounting value of joint ventures | 134.5 | 104.8 |
| Equity-accounting value of affiliated companies | 69.7 | 44.0 |
| Value of stake in equity-method affiliates | 204.2 | 148.8 |
| Receivables from joint ventures | 176.3 | 191.7 |
| Receivables from affiliated companies | 111.2 | 118.9 |
| Receivables from equity-method subsidiaries | 287.5 | 310.6 |
| Total securities and receivables in equity affiliates | 491.7 | 459.4 |
At 31 December 2022, the increase in the equity method value of joint ventures is mainly due to the acquisition of a 15.9% stake in MRM.
Receivables from joint ventures and receivables from affiliates relating to Property Development come to €256.8 million.
Group revenue from affiliates amounted to €9.6 million for
| (€ millions) | Joint ventures | Affiliates | 31/12/2022 | Joint ventures | Affiliates | 31/12/2021 |
|---|---|---|---|---|---|---|
| Balance sheet items, Group share: | ||||||
| Non-current assets | 416.9 | 193.8 | 610.7 | 397.2 | 226.7 | 623.9 |
| Current assets | 468.8 | 224.8 | 693.7 | 453.4 | 250.0 | 703.5 |
| Total Assets | 885.8 | 418.7 | 1,304.4 | 850.6 | 476.7 | 1,327.3 |
| Non-current liabilities | 147.1 | 160.5 | 307.5 | 178.9 | 201.9 | 380.8 |
| Current liabilities | 604.2 | 188.5 | 792.7 | 566.9 | 230.9 | 797.8 |
| Total Liabilities | 751.2 | 349.0 | 1,100.2 | 745.8 | 432.7 | 1,178.5 |
| Net assets (equity-accounting basis) | 134.5 | 69.7 | 204.2 | 104.8 | 44.0 | 148.8 |
| Operating income | 22.3 | 40.9 | 63.2 | 26.2 | 3.6 | 29.7 |
|---|---|---|---|---|---|---|
| Net borrowing costs | (4.0) | (4.5) | (8.5) | (3.7) | (4.2) | (7.9) |
| Other financial results | (2.3) | (0.2) | (2.5) | (0.9) | (0.5) | (1.3) |
| Change in value of hedging instruments | 1.8 | 2.0 | 3.7 | 0.5 | 0.2 | 0.7 |
| Proceeds from the disposal of investments | 0.0 | (0.0) | 0.0 | - | - | - |
| Net income before tax | 17.8 | 38.2 | 56.0 | 22.1 | (0.9) | 21.2 |
| Corporate income tax | 15.3 | (0.3) | 15.0 | (1.8) | (0.2) | (2.0) |
| Net income by equity method (after tax) | 33.1 | 37.9 | 71.0 | 20.3 | (1.1) | 19.1 |
| Non-Group net income | - | - | (0.0) | (0.0) | 0.0 | (0.0) |
| Net income, Group share | 33.1 | 37.9 | 71.0 | 20.3 | (1.1) | 19.1 |
Joint ventures and associates are not individually significant for the purposes of presenting the financial information on an aggregate basis.
the year to 31 December 2022, and €7.8 million for 2021.
Group revenue from joint ventures amounted to €5.2 million for the year to 31 December 2022, compared with €21.2 million for 2021.
Cogedim Résidences Services undertook to pay rent in connection with the leasing of the Résidences Services Cogedim Club®. In the context of the application of IFRS 16, these contracts have been restated in the financial statements of the companies.
In exchange, Cogedim Résidences Services receives the lease payments of the sub-lessees, these continuing to be commitments.
Financial guarantees for the completion of works were given as part of the property development activity, and amounted to a share of €63.3 million at 31 December 2022.
As of 31 December 2022, the main commitments received by the joint ventures relate to security deposits received from tenants in the amount of €2.6 million.
At 31 December 2022, current and non-current financial assets amounted to €101.7 million, compared with €50.3 million at 31 December 2021, and consist mainly of:
Net rental income amounted to €193.7 million in 2022, compared to €162.5 million in 2021, i.e. an increase of +19.2%.
The Group's net property income stood at €190.1 million in 2022 compared to €237.2 million in 2021.
The Residential Backlog of the fully-consolidated companies was €3,275 million at 31 December 2022.
The Business Property Development Backlog of the fullyconsolidated companies was €349 million at 31 December 2022.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Bond and bank interest expenses | (47.4) | (55.6) |
| Interest on partners' advances | 4.5 | 3.9 |
| Interest rate on hedging instruments | 6.1 | 2.6 |
| Other financial income and expenses | 2.5 | (0.0) |
| FFO financial income and expenses | (34.3) | (49.2) |
| Spreading of bond issue costs and other estimated expenses(a) | 10.5 | (5.4) |
| Net borrowing costs | (23.8) | (54.6) |
(a) Relates mainly to the deferral in accordance with the amortised cost method of the issue costs of borrowings and bond issue premiums in accordance with IFRS 9 for €-6.9 million, and the gain on the bond buyback (amount lower than par value).
The average cost of debt is the ratio of the total financial costs of short- and long-term financial instruments including related fees (commitment fees, non-use fees, etc.) to the average debt for the period. The Group's average cost of debt (excluding the impact of IFRS 16) was 1.82% at 31 December 2022, compared with 1.80% at 31 December 2021.
Other financial results correspond in particular to interest expenses on rental obligations or royalties on investment properties.
This item consists of net income of €123.0 million, mainly related to:
Tax expense is analysed as follows:
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Tax due | (35.2) | (20.1) |
| Tax loss carry forwards and/or use of deferred losses | (24.5) | (16.7) |
| Valuation differences | 0.4 | 0.0 |
| Fair value of investment properties | (5.3) | 0.7 |
| Fair value of hedging instruments | (0.2) | 0.0 |
| Income by percentage of completion | (6.3) | 13.7 |
| Other timing differences | 2.8 | 8.4 |
| Deferred tax | (33.1) | 6.2 |
| Total tax income (expense) | (68.3) | (13.9) |
| (€ millions) | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Pre-tax profit of consolidated companies | 421.8 | 256.9 | |
| Group tax savings (expense) | (68.3) | (13.9) | |
| Effective tax rate | -16.19% | -5.42% | |
| Tax rate in France | 25.83% | 27.37% | |
| Theoretical tax charge | (108.9) | (70.3) | |
| Difference between theoretical and effective tax charge | 40.7 | 56.4 | |
| Differences related to entities' SIIC status | 51.5 | 27.0 | |
| Differences related to treatment of losses | 0.7 | 3.5 | |
| Other permanent differences and rate differences | (11.6) | 25.8 |
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Tax loss carry forwards | 37.8 | 62.3 |
| Valuation differences | (29.0) | (27.2) |
| Fair value of investment properties | (24.3) | (19.4) |
| Fair value of financial instruments | (0.4) | (0.2) |
| Income by percentage of completion | (69.2) | (61.9) |
| Other timing differences | 10.5 | 1.1 |
| Net deferred tax on the balance sheet | (74.5) | (45.4) |
As at 31 December 2022, the Group had unrecognised tax loss carry-forwards of €399 million (basis), as compared with €403.2 million for the year ending 31 December 2021.
Deferred taxes relating to valuation differences correspond primarily to the brands held by the Group.
Deferred taxes relating to the activation of tax losses mainly relate to losses recognised in the tax consolidation group Altareit and losses partially activated in the taxable sector of some SIIC companies.
Deferred taxes are calculated (for French companies, which make up most of the Group's scope) at the rate of 25.83%, the rate set by the French Finance Act for 2022.
Undiluted net income per share and diluted net income per share are defined in Note 2.3.13 "Earnings per share".
In 2022, as in 2021, the dilution arose only from the granting of rights to free shares in Altarea SCA to Group employees.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Numerator | ||
| Net income, Group share | 326.8 | 211.6 |
| Denominator | ||
| Weighted average number of shares before dilution |
20,158,331 | 18,024,260 |
| Effect of potentially dilutive shares | ||
| Stock options | 0 | 0 |
| Rights to free share grants | 491,261 | 399,825 |
| Total potential dilutive effect | 491,261 | 399,825 |
| Weighted diluted average number of shares |
20,649,592 | 18,424,086 |
| NET INCOME, GROUP SHARE, UNDILUTED PER SHARE (€) |
16.21 | 11.74 |
| NET INCOME, GROUP SHARE, DILUTED PER SHARE (€) |
15.83 | 11.49 |
| In number of shares and in € | Number of shares |
Nominal | Share Capital |
|---|---|---|---|
| Number of shares outstanding at 31 December 2020 | 17,275,839 | 15.28 | 263,982,998 |
| Share capital increase reserved for SCI VDE Reuilly shareholders | 39,277 | 15.28 | 600,153 |
| Share capital increase via the part-conversion of dividends into shares | 60,580 | 15.28 | 925,662 |
| Share capital increase reserved for Mutual Funds | 482,385 | 15.28 | 7,370,843 |
| Share capital increase of 10 December 2021 | 2,435,190 | 15.28 | 37,209,703 |
| Number of shares outstanding at 31 December 2021 | 20,293,271 | 15.28 | 310,089,359 |
| Share capital increase reserved for Mutual Funds | 82,533 | 15.28 | 1,261,104 |
| Number of shares outstanding at 31 December 2022 | 20,375,804 | 15.28 | 311,350,463 |
The aim of the Group's capital management is to ensure liquidity and optimise its capital structure.
The gross expense recorded on the income statement for share-based payments was €25.1 million in 2022 compared to €23.4 million in 2021.
No stock option plans were in force at 31 December 2022.
| Award date | Number of rights awarded |
Vesting date | Rights in circulation as at 31/12/2021 |
Awarded | Deliveries | Amendments to rights(a) |
Rights in circulation as at 31/12/2022 |
|---|---|---|---|---|---|---|---|
| Share grant plans on Altarea shares | |||||||
| 19 March 2019 | 41,531 | 19 March 2022 | 34,364 | (33,305) | (1,059) | ||
| 6 June 2019 | 1,355 | 20 March 2022 | 1,140 | (940) | (200) | ||
| 21 October 2019 | 20,000(b) | 30 March 2022 | 20,000 | (20,000) | |||
| 21 April 2020 | 18,479 | 21 April 2022 | 17,963 | (17,340) | (623) | ||
| 22 April 2020 | 45,325 | 22 April 2023 | 40,874 | (3,298) | 37,576 | ||
| 24 April 2020 | 2,000 | 24 April 2022 | 2,000 | (2,000) | - | ||
| 31 March 2021 | 121,080 | 1 April 2022 | 118,662 | (115,360) | (3,302) | ||
| 31 March 2021 | 10,000 | 1 April 2022 | 10,000 | (10,000) | - | ||
| 30 April 2021 | 73,050(b) | 31 March 2024 | 71,045 | (5,556) | 65,489 | ||
| 4 June 2021 | 32,000(b) | 31 March 2025 | 32,000 | - | 32,000 | ||
| 4 June 2021 | 27,500(b) | 31 March 2025 | 27,500 | (6,378) | 21,122 | ||
| 4 June 2021 | 45,500(b) | 31 March 2025 | 45,500 | (32,450) | 13,050 | ||
| 4 June 2021 | 14,000(b) | 31 March 2025 | 14,000 | (1,250) | 12,750 | ||
| 4 June 2021 | 23,700(b) | 31 March 2025 | 23,700 | (16,973) | 6,727 | ||
| 4 June 2021 | 30,000(b) | 31 March 2025 | 30,000 | (14,346) | 15,654 | ||
| 1 September 2021 | 600 | 1 September 2024 | 600 | - | 600 | ||
| 1 October 2021 | 2,000 | 30 March 2023 | 2,000 | - | 2,000 | ||
| 1 February 2022 | 275(b) | 1 March 2023 | 275 | - | 275 | ||
| 1 March 2022 | 14,000 | 31 March 2025 | 14,000 | - | 14,000 | ||
| 31 March 2022 | 99,947 | 1 April 2023 | 99,947 | (1,415) | 98,532 | ||
| 31 March 2022 | 31,872 | 1 April 2024 | 31,872 | (307) | 31,565 | ||
| 31 March 2022 | 73,725(b) | 1 April 2024 | 73,725 | (2,200) | 71,525 | ||
| 30 April 2022 | 3,250(b) | 31 March 2025 | 3,250 | (2,275) | 975 | ||
| 30 April 2022 | 1,250(b) | 31 March 2025 | 1,250 | - | 1,250 | ||
| 1 June 2022 | 300 | 1 June 2023 | 300 | - | 300 | ||
| 25 July 2022 | 250 | 24 July 2023 | 250 | - | 250 | ||
| 25 July 2022 | 150 | 24 July 2024 | 150 | - | 150 | ||
| 12 September 2022 | 6,000(b) | 31 March 2027 | 6,000 | - | 6,000 | ||
| 12 September 2022 | 40,000(b) | 31 March 2029 | 40,000 | - | 40,000 | ||
| 1 October 2022 | 1,500(b) | 31 March 2025 | 1,500 | - | 1,500 | ||
| 2 November 2022 | 1,300 | 2 November 2023 | 1,300 | - | 1,300 | ||
| TOTAL | 781,212 | 491,348 | 273,819 | (178,945) | (111,632) | 474,590 |
(a) Rights cancelled for reasons of departure, transfer, lack of certainty that performance criteria have been met or changes in plan terms. (b) Plans subject to performance criteria.
| 31/12/2022 | |
|---|---|
| Dividend rate | 6.0% |
| Risk-free interest rate | 0.15% to 2.3% |
The acquisition cost of treasury shares was €30.5 million at 31 December 2022 for 214,091 shares (including 211,729 shares intended for allotment to employees under free share grant or stock option plans and 2,362 shares allocated to a liquidity contract), compared with €33.8 million at 31 December 2021 for 205,406 shares (including 204,799 shares intended for allotment to employees under free share grant or stock option plans and 607 shares allocated to a liquidity contract). Treasury shares are eliminated and offset directly in equity.
In addition, a net loss on disposal and/or free share grants of treasury shares to Company employees was recognised directly in equity in the amount of -€-29.1 million before tax at 31 December 2022 (€-22.0 million after tax) compared with €-21.5 million at 31 December 2021 (€-15.9 million before tax).
The negative impact on cash flow from purchases and disposals over the period came to €-26.3 million at 31 December 2022 compared to €-31.3 million at 31 December 2021.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Paid in current year in respect of previous year: | ||
| Dividend per share (€) | 9.75 | 9.50 |
| Payment to shareholders of the Altarea Group | 196.9 | 163.6 |
| Proportional payment to the general partner (1.5%) | 3.0 | 2.5 |
| Total | 199.8 | 166.1 |
| Offer to convert dividends into shares: | ||
| Subscription price (€) | 155.51 | |
| Total amount of conversion into shares | 88.6 | |
| Rate of conversion of dividends into shares on the 50% option | 91.59% |
Following the Supervisory Board meeting held on 24 April, it was decided to change the terms of payment of the annual dividend as follows:
For the 2022 financial year, a dividend of €10.00 per share will be proposed to the Annual General Meeting called to approve the financial statements for the year ending 31 December 2022.
Shareholders will also be offered the option to partially convert the dividend into shares. They will be free to choose between:
| 31/12/2021 | Cash flow | "Non-cash" change | ||||||
|---|---|---|---|---|---|---|---|---|
| (€ millions) | Spreading of issue costs |
Change in scope of consolidation |
Discoun ting |
Change in method |
Reclassif ication |
31/12/2022 | ||
| Bond issues (excluding accrued interest) | 1,723.2 | (341.5) | 2.2 | 1.6 | (0.2) | - | (0.2) | 1,385.2 |
| Short- and medium-term negotiable securities | 759.0 | (387.0) | - | - | - | - | - | 372.0 |
| Bank borrowings, excluding accrued interest and overdrafts | 746.4 | (68.9) | 4.7 | 17.0 | 0.0 | - | 0.2 | 699.5 |
| Net bond and bank debt, excluding accrued interest and overdrafts | 3,228.6 | (797.4) | 6.9 | 18.7 | (0.1) | - | 0.0 | 2,456.7 |
| Accrued interest on bond and bank borrowings | 29.0 | (2.9) | - | 0.0 | - | - | - | 26.1 |
| Bond and bank debt, excluding overdrafts | 3,257.6 | (800.3) | 6.9 | 18.7 | (0.1) | - | 0.0 | 2,482.8 |
| Cash and cash equivalents | (1,625.5) | 673.3 | - | - | - | - | - | (952.3) |
| Bank overdrafts | 13.6 | 10.6 | - | - | - | - | - | 24.2 |
| Net cash | (1,612.0) | 683.9 | - | - | - | - | - | (928.1) |
| Net bond and bank debt | 1,645.6 | (116.4) | 6.9 | 18.7 | (0.1) | - | 0.0 | 1,554.7 |
| Equity loans and Group and partners' advances | 134.2 | (16.8) | - | 29.2 | - | - | - | 146.6 |
| Accrued interest on shareholders' advances | 0.7 | 0.1 | - | (0.0) | - | - | - | 0.8 |
| Lease liabilities | 154.3 | (17.4) | - | 0.2 | - | - | 11.7 | 148.8 |
| Contractual fees on investment properties | 169.9 | (2.4) | - | - | - | - | 31.6 | 199.0 |
| Net financial debt | 2,104.7 | (153.0) | 6.9 | 48.1 | (0.1) | - | 43.3 | 2,049.9 |
(*) of which allocation of income to related current accounts for €9.8 million.
Group net financial bond and bank debt amounted to €1,554.7 million at 31 December 2022 compared to €1,645.6 million at 31 December 2021.
Changes in the scope of consolidation are mainly due to changes in the consolidation method of certain companies and the acquisition of the developer XF.
At 31 December 2022, no revolving loan had been drawn down.
Borrowing costs are analysed in the note on earnings.
Net cash amounted to €928.1 million, including cash equivalents (mainly term accounts – for €98.3 million) which are recorded at their fair value at each reporting date.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| < 3 months | 400.8 | 366.3 |
| 3 to 6 months | 3.3 | 170.2 |
| 6 to 9 months | 27.9 | 114.2 |
| 9 to 12 months | 7.0 | 93.8 |
| At less than 1 year | 439.0 | 744.6 |
| At 2 years | 414.0 | 209.1 |
| At 3 years | 402.9 | 541.8 |
| At 4 years | 106.5 | 540.2 |
| At 5 years | 60.0 | 106.1 |
| 1 to 5 years | 983.4 | 1,397.3 |
| More than five years | 1,096.7 | 1,144.9 |
| Issuance cost to be amortised | (12.1) | (15.6) |
| Total gross bond and bank debt | 2,507.0 | 3,271.1 |
The decrease in the portion of bond and bank debt at less than one year is mainly due to the decrease in negotiable securities and their maturity schedule. The portion between one and five years also declined, mainly following the buyback of 2024 and 2025 bonds; the portion at more than five years has been reduced by the repurchase of the 2028 bond issue.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| < 3 months | 4.2 | 3.9 |
| 3 to 6 months | 3.6 | 4.9 |
| 6 to 9 months | 15.9 | 17.5 |
| 9 to 12 months | (0.8) | 6.0 |
| At less than 1 year | 23.0 | 32.3 |
| At 2 years | 22.1 | 52.9 |
| At 3 years | 14.7 | 52.1 |
| At 4 years | 7.2 | 41.5 |
| At 5 years | 10.4 | 19.7 |
| 1 to 5 years | 54.5 | 166.2 |
These future interest expenses concern borrowings and financial instruments and are presented exclusive of accrued interest not payable.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Mortgages | 350.0 | 350.0 |
| Mortgage commitments | 131.8 | 114.4 |
| Moneylender lien | 9.9 | 10.8 |
| Altarea SCA security deposit | 204.0 | 200.0 |
| Not guaranteed | 1,823.4 | 2,611.6 |
| Total | 2,519.1 | 3,286.8 |
| Issuance cost to be amortised | (12.1) | (15.6) |
| Total gross bond and bank debt | 2,507.0 | 3,271.1 |
Mortgages are given as collateral for the financing or refinancing of investment properties. Mortgage commitments and the lender's lien mainly concern Property Development activities.
| Gross bond and bank debt | |||
|---|---|---|---|
| (€ millions) | Variable rate | Fixed rate | Total |
| As of 31 December 2022 |
1,093.8 | 1,413.2 | 2,507.0 |
| As of 31 December 2021 |
1,521.9 | 1,749.3 | 3,271.1 |
The market value of fixed rate debt stood at €1,168.1 million at 31 December 2022 compared to €1,789.4 million at 31 December 2021.
Lease liabilities are debts mainly relating to real estate leases and vehicle leases (respectively for the premises occupied and the vehicles used by Group employees).
These liabilities amounted to €148.8 million at 31 December 2022 compared to €154.3 million at 31 December 2021. They are to be seen in light of the right-of-use assets on tangible and intangible assets.
Contractual fees on investment properties, which are economically different in nature from rental obligations, concern debts relating to temporary occupancy authorisations and construction leases on retail assets (mainly stations).
They amounted to €199.0 million at 31 December 2022 compared to €169.9 million at 31 December 2021 and are to be seen in light of the right-of-use assets on investment properties (assets that generate income). The increase is mainly due to the taking effect of the Temporary Occupation Authorisation for Paris-Austerlitz station.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| < 3 months | 4.8 | 4.6 |
| 3 to 6 months | 4.8 | 4.6 |
| 6 to 9 months | 4.7 | 4.6 |
| 9 to 12 months | 5.0 | 4.9 |
| At less than 1 year | 19.3 | 18.7 |
| At 2 years | 18.9 | 17.2 |
| At 3 years | 18.5 | 17.0 |
| At 4 years | 19.0 | 16.9 |
| At 5 years | 17.2 | 18.0 |
| 1 to 5 years | 73.6 | 69.1 |
| More than five years | 255.0 | 236.4 |
| Total lease liabilities and contractual fees on investment properties |
- 347.9 |
- 324.2 |
| (€ millions) | Cash flow |
|---|---|
| Issuance of borrowings and other financial liabilities | 430.3 |
| Repayment of borrowings and other financial liabilities | (1,254.3) |
| Change in borrowing and other financial liabilities | (824.0) |
| Repayment of lease liabilities | (19.9) |
| Change in cash balance | (683.9) |
| Total change in net financial debt (TFT) | (1,527.8) |
| Net bond and bank debt, excluding accrued interest and overdrafts | (797.4) |
| Net cash | (683.9) |
| Equity loans and Group and partners' advances | (16.8) |
| Lease liabilities | (17.4) |
| Contractual fees on investment properties | (2.4) |
| Allocation of income to shareholder current accounts | (9.8) |
| Total change in net financial debt | (1,527.8) |
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Provision for benefits payable at retirement |
14.0 | 16.2 |
| Other provisions | 21.5 | 20.6 |
| Total provisions | 35.5 | 36.8 |
The provision for post-employment benefits was valued by an external actuary. The valuation and accounting principles are detailed in the Company's accounting principles and methods. The main assumptions used to assess the commitment are the staff turnover rate, the discount rate and the salary increase rate: a variation of +/- 0.25% of these last two criteria would not result in no significant impact.
| Investment properties | Total | ||||
|---|---|---|---|---|---|
| (€ millions) | measured at fair value |
measured at cost |
right-of-use | Assets held for sale |
Investment properties |
| As of 31 December 2021 | 3,814.5 | 192.8 | 169.6 | 8.3 | 4,185.1 |
| Subsequent investments and expenditures | 15.4 | (24.7) | - | - | (9.3) |
| Change in spread of incentives to buyers | (0.7) | - | - | - | (0.7) |
| Disposals/repayment of down payments made | (73.7) | - | - | (0.5) | (74.2) |
| Net impairment/project discontinuation | - | (18.7) | - | - | (18.7) |
| Transfers to assets held for sale or to or from other categories |
- | (53.8) | - | - | (53.8) |
| New right-of-use assets and indexation | - | - | 31.6 | - | 31.6 |
| Change in fair value | 48.4 | - | (2.6) | - | 45.8 |
| Change in scope of consolidation | (10.6) | - | - | - | (10.6) |
| As of 31 December 2022 | 3,793.3 | 95.5 | 198.6 | 7.8 | 4,095.1 |
As of 31 December 2022, no interest expenses have been capitalised for projects under development and construction.
The main movements concern:
The assets under development and under construction recognised at cost mainly concern the development and redevelopment projects of shopping centres in France.
The Group reviewed all of its ongoing projects, which led to the recording of write-downs or abandonment of certain projects.
The right-of-use assets on investment properties correspond to the valuation under IFRS 16 of the temporary occupancy authorisation contracts for investment properties. They meet the definition of investment properties and are measured using the fair value model. Subsequently, they are valued at the amount equal to the debt presented on the line of the balance-sheet "Contractual fees on investment properties".
The New right-of-use assets and indexation line includes the signing of the Temporary Occupation Authorisation on Paris-Austerlitz station, as well as the indexation of existing contracts.
In accordance with IFRS 13: "Fair Value Measurement" and the EPRA's recommendation on IFRS 13: "EPRA Position Paper on IFRS 13 – Fair Value Measurement and Illustrative Disclosures, February 2013", the Group chose to present additional parameters used to determine the fair value of its property portfolio.
The Altarea Cogedim Group considered that classifying its assets in level 3 was most appropriate. This treatment reflects the primarily unobservable nature of the data used in the assessments, such as rents from rental statements, capitalisation rates and average annual growth rate of rents. The tables below thus present a number of quantitative parameters used to determine the fair value of the property portfolio. These parameters apply only to shopping centres controlled exclusively by the Group (and therefore do not include assets accounted for under the equity method) and which are measured at fair value by the expert appraisers.
| Initial capitalisation rate |
Rent in € per m² | Discount rate | Capitalisation rate at exit |
AAGR of net rental income |
||
|---|---|---|---|---|---|---|
| a | b | c | d | e | ||
| France | Maximum | 8.0% | 570 | 8.3% | 7.1% | 9.7% |
| Minimum | 4.1% | 33 | 5.6% | 4.0% | 1.2% | |
| Weighted average | 5.1% | 407 | 6.6% | 5.1% | 3.2% |
a - The initial capitalisation rate is the net rental income relative to the appraisal value excluding transfer duties.
b - Annual average rent (minimum guaranteed rent plus variable rent) per asset and m².
c - Rate used to discount the future cash flows.
d - Rate used to capitalise the revenue in the exit year in order to calculate the asset's exit value.
e - Average Annual Growth Rate of net rental income.
Based on a Group weighted average capitalisation rate, a +0.25% increase in capitalisation rates would lead to a reduction of €-130.8 million in the value of investment properties (-4.34%), while a -0.25% decrease in capitalisation rates would increase the value of investment properties by €180.9 million (+6.00%). Investment working capital requirement.
Breakdown of the portfolio measured at fair value by asset type
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Regional shopping centres | 2,522.2 | 2,480.8 |
| Travel retail | 512.5 | 520.9 |
| Retail parks | 704.2 | 677.2 |
| Other | 54.4 | 135.5 |
| Total | 3,793.3 | 3,814.5 |
| (€ millions) | Receivables on fixed assets |
Amounts due on non current assets |
Investment WCR |
|---|---|---|---|
| As of 31 December 2021 | 0.2 | (144.7) | (144.5) |
| Variations | 0.6 | 43.6 | 44.3 |
| Present value adjustment | - | - | - |
| Transfers | 0.0 | - | 0.0 |
| Change in scope of consolidation | - | (0.0) | (0.0) |
| As of 31 December 2022 | 0.8 | (101.0) | (100.2) |
| Change in WCR at 31 December 2022 | 0.6 | 43.6 | 44.3 |
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Type of non-current assets acquired: | ||
| Intangible assets | (6.8) | (9.6) |
| Property plant and equipment | (2.5) | (7.6) |
| Investment properties | (33.6) | (89.4) |
| Total | (42.9) | (106.6) |
| (€ millions) | Gross values | Amortisation and/or impairment |
31/12/2022 | 31/12/2021 |
|---|---|---|---|---|
| Goodwill | 455.3 | (240.6) | 214.7 | 209.4 |
| Brands | 105.4 | - | 105.4 | 105.4 |
| Customer relationships | 201.2 | (194.4) | 6.7 | - |
| Software applications, patents and similar rights | 69.0 | (52.0) | 17.0 | 17.3 |
| Leasehold right | 0.3 | - | 0.3 | 0.3 |
| Other | 0.1 | (0.0) | 0.1 | 0.1 |
| Other intangible assets | 69.4 | (52.0) | 17.4 | 17.7 |
| Total | 831.2 | (486.9) | 344.3 | 332.5 |
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Net values at beginning of the period | 332.5 | 330.4 |
| Acquisitions of intangible assets | 6.8 | 9.6 |
| Disposals and write-offs | (0.0) | (1.5) |
| Changes in scope of consolidation and other | 13.6 | - |
| Net allowances for depreciation | (8.4) | (6.1) |
| Net values at the end of the period | 344.3 | 332.5 |
Goodwill relates to the various acquisitions made by the Group.
Impairment tests were carried out on the basis of assumptions for the business in light of economic forecasts; these assumptions are based on historical data on Property Development.
The main assumptions used to calculate the enterprise value are as follows:
At 31 December 2022, on the basis of these assumptions, the fair value of the economic assets in the Residential and Business property segments are greater than their net book value. No impairment needs to be recorded in the financial statements.
Sensitivity of +/- 1% on the discount rate and of +/- 0.25% on the perpetual growth rate, would lead to valuations of the economic assets for the Residential segment and the Business property segment which remain greater than their book value as at 31 December 2022.
The Group owns several brands measured at a total value of €105.4 million. These brands have an indefinite useful life and are therefore not amortised.
The brands were tested, and no impairment was recognised as of 31 December 2022.
| (€ millions) | Land and Constructi ons |
Vehicles | Other | Gross rights to use |
Amort. Land and Constructi ons |
Amort. Vehicles |
Amort. Other |
Amort. | Net rights to use |
|---|---|---|---|---|---|---|---|---|---|
| As of 31 December 2021 |
153.2 | 4.7 | 0.8 | 158.7 | (27.6) | (2.0) | (0.6) | (30.3) | 128.4 |
| New contracts/Increases | 10.2 | 1.8 | - | 12.0 | (15.5) | (1.4) | (0.1) | (17.0) | (5.0) |
| Contract terminations/Reversals |
(2.6) | (1.5) | (0.6) | (4.7) | 2.5 | 1.3 | 0.6 | 4.4 | (0.3) |
| As of 31 December 2022 |
160.8 | 5.0 | 0.2 | 166.0 | (40.5) | (2.2) | (0.2) | (42.8) | 123.1 |
The assets recognised in respect of right-of-use property leases mainly concern the leases of premises occupied by the Group's employees, and vehicle leases.
These assets are initially measured at cost with a corresponding lease liability (see Note 6.2). They are amortised on a straight-line basis over the reasonably certain lease term.
The lease term used for each contract corresponds to the reasonably certain lease term, i.e. the non-cancellable period adjusted for early termination options that the Group is
Summary of components of operational working capital requirement
reasonably certain not to exercise and extension options the Group is reasonably certain to exercise.
The changes are related to the signing of new property leases and/or the revision of contracts such as:
| Flows | ||||||
|---|---|---|---|---|---|---|
| (€ millions) | 31/12/2022 | 31/12/2021 | Created by the business |
Changes in consolidation scope and transfer |
Change in consolidation method |
|
| Net inventories and work in progress | 1,159.3 | 922.6 | 160.1 | 76.6 | - | |
| Contract assets | 723.1 | 714.1 | (34.8) | 43.8 | - | |
| Net trade receivables | 347.1 | 340.7 | (5.0) | 11.4 | (0.0) | |
| Other operating receivables net | 552.2 | 517.4 | 18.4 | 15.9 | 0.0 | |
| Trade and other operating receivables net | 899.3 | 858.0 | 13.4 | 27.4 | 0.0 | |
| Contract liabilities | (351.4) | (168.1) | (182.8) | (0.5) | - | |
| Trade payables | (935.9) | (1,008.6) | 93.6 | (20.4) | - | |
| Other operating payables | (574.2) | (587.3) | 56.8 | (43.6) | 0.0 | |
| Trade payables and other operating liabilities | (1,510.1) | (1,595.9) | 150.4 | (64.0) | 0.0 | |
| Operational WCR | 920.2 | 730.6 | 106.3 | 83.2 | 0.0 |
The Group's operational working capital requirement (excluding receivables and payables on the sale or acquisition of fixed assets) is essentially linked to the Property Development sector.
Changes in scope and transfers mainly reflect transfers in the Retail business (assets transferred from investment properties to inventories following changes in the nature of the projects) and changes in the scope of consolidation in the Property Development business.
| (€ millions) | Gross inventories | Impairment | Net inventories | |
|---|---|---|---|---|
| As of 1 January 2021 | 881.0 | (21.7) | 859.3 | |
| Change | 31.6 | (0.3) | 31.3 | |
| Increases | - | (4.5) | (4.5) | |
| Reversals | - | 10.0 | 10.0 | |
| Transfers to or from other categories | 24.4 | (0.1) | 24.3 | |
| Change in scope of consolidation | 2.2 | (0.0) | 2.1 | |
| As of 31 December 2021 | 939.1 | (16.5) | 922.6 | |
| Change | 170.5 | 0.6 | 171.0 | |
| Increases | - | (18.3) | (18.3) | |
| Reversals | - | 7.4 | 7.4 | |
| Transfers to or from other categories | 43.6 | 0.5 | 44.1 | |
| Change in scope of consolidation | 32.4 | - | 32.4 | |
| As of 31 December 2022 | 1,185.7 | (26.4) | 1,159.3 |
The change in inventories is mainly due to changes in the Group's Property Development business.
Changes in scope are mainly related to changes in scope within the Property Development business and asset transfers (investment properties to inventories) are due to changes in the nature of projects.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Gross trade receivables | 390.2 | 384.6 |
| Opening impairment | (43.9) | (36.8) |
| Increases | (15.6) | (31.5) |
| Change in scope of consolidation | 0.4 | - |
| Reversals | 15.8 | 24.3 |
| Other changes | 0.3 | 0.0 |
| Closing impairment | (43.0) | (43.9) |
| Net trade receivables | 347.1 | 340.7 |
| Advances and down payments paid | 50.1 | 43.1 |
| VAT receivables | 340.5 | 343.2 |
| Sundry debtors | 48.6 | 32.1 |
| Prepaid expenses | 70.7 | 52.9 |
| Principal accounts in debit | 43.9 | 47.1 |
| Total other operating receivables gross | 553.8 | 518.3 |
| Opening impairment | (1.0) | (1.1) |
| Increases | (1.2) | (0.2) |
| Reclassification | - | 0.0 |
| Reversals | 0.6 | 0.3 |
| Closing impairment | (1.6) | (1.0) |
| Net operating receivables | 552.2 | 517.4 |
| Trade receivables and other operating receivables | 899.3 | 858.0 |
| Receivables on sale of assets | 0.8 | 0.2 |
| Trade and other receivables | 900.1 | 858.2 |
| (€ millions) | 31/12/2022 |
|---|---|
| Total gross trade receivables | 390.2 |
| Impairment of trade receivables | (43.0) |
| Total net trade receivables | 347.1 |
| Trade accounts to be invoiced | (40.9) |
| Non eligibles clients | (39.3) |
| Trade accounts receivable due | 266.9 |
| (€ millions) | TOTAL | On time | At 30 days | At 60 days | At 90 days | More than 90 days |
|---|---|---|---|---|---|---|
| Trade accounts receivable due | 266.9 | 154.8 | 0.9 | 54.0 | 7.5 | 49.7 |
The Group carries out a case-by-case analysis to assess the credit risk of its tenants in centres in operation, and to write down, if necessary, the receivables of tenants where there is evidence that the Company will not be able to collect all amounts due.
Trade receivables related to the Property Development business result from the transformation of contract assets (into receivables) as funds are called from customers under the Group's unconditional right to receive cash.
Advances and down payments correspond primarily to compensation for loss of use paid by the Group to the sellers of land when preliminary sales agreements are signed (for those not covered by guarantees) as part of its Property development business. They are offset against the price to be paid on completion of the purchase.
As part of its property management business and real estate transactions, the Group presents the cash balance it manages for third parties on its balance sheet.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Trade payables and related accounts | 935.9 | 1,008.6 |
| Advances and down payments received from clients | 20.2 | 23.4 |
| VAT collected | 302.7 | 321.8 |
| Other tax and social security payables | 77.9 | 63.6 |
| Prepaid income | 15.5 | 10.0 |
| Other payables | 114.1 | 121.4 |
| Principal accounts in credit | 43.8 | 47.2 |
| Other operating payables | 574.2 | 587.3 |
| Amounts due on non-current assets | 101.0 | 144.7 |
| Trade and other payables | 1,611.1 | 1,740.6 |
Payables on acquisition of assets correspond mainly to debts to suppliers for shopping centres just completed or under development.
The Group is exposed to the following risks as part of its operational and financing activities: interest rate risk, liquidity risk, counterparty risk and currency risk.
As the Group does not carry out any transactions in foreign currencies, it is not subject to currency risk.
| Financial assets and liabilities carried at amortised cost |
Financial assets and liabilities carried at fair value | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (€ millions) | Total carrying amount |
Non-financial assets |
Loans Receivables |
Liabilities at amortised cost |
Equity instruments |
Assets and liabilities at fair value through profit and loss |
Level 1(a) | Level 2(b) | Level 3(c) |
| NON-CURRENT ASSETS | 512.0 | 204.2 | 306.0 | - | 1.8 | - | - | - | 1.8 |
| Securities and investments in equity affiliates | 491.7 | 204.2 | 287.5 | - | - | - | - | - | - |
| Non-current financial assets | 20.3 | - | 18.5 | - | 1.8 | - | - | - | 1.8 |
| CURRENT ASSETS | 2,094.4 | - | 1,885.6 | - | - | 208.8 | 48.1 | 160.6 | - |
| Trade and other receivables | 900.1 | - | 900.1 | - | - | - | - | - | - |
| Current financial assets | 81.4 | - | 33.2 | - | - | 48.1 | 48.1 | - | - |
| Derivative financial instruments | 160.6 | - | - | - | - | 160.6 | - | 160.6 | - |
| Cash and cash equivalents | 952.3 | - | 952.3 | - | - | - | - | - | - |
| NON-CURRENT LIABILITIES | 2,494.1 | - | - | 2,494.1 | - | - | - | - | - |
| Borrowings and financial liabilities | 2,454.8 | - | - | 2,454.8 | - | - | - | - | - |
| Deposits and security interests received | 39.3 | - | - | 39.3 | - | - | - | - | - |
| CURRENT LIABILITIES | 2,158.5 | - | - | 2,158.5 | - | 0.0 | - | 0.0 | - |
| Borrowings and financial liabilities | 547.4 | - | - | 547.4 | - | - | - | - | - |
| Trade and other payables | 1,611.1 | - | - | 1,611.1 | - | - | - | - | - |
(a) Financial instruments listed on an active market.
(b) Financial instruments whose fair value is determined using valuation techniques based on observable market inputs.
(c) Financial instruments whose fair value (in whole or in part) is based on non-observable inputs.
Equity instruments mainly comprise equity securities of non-consolidated companies. At each acquisition, an analysis is carried out to determine the Group's management intention, and therefore its accounting method (change in value through income or by OCI). Cash and cash equivalents breakdown between cash presented under receivables and marketable securities presented as financial assets within Level 1 of the fair value hierarchy.
| Financial assets and liabilities carried at amortised |
Financial assets and liabilities carried at fair value | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (€ millions) | Total carrying amount |
Non-financial assets |
Loans Receivables |
cost Liabilities at amortised cost |
Equity instruments |
Assets and liabilities at fair value through profit and loss |
Level 1(a) | Level 2(b) | Level 3(c) |
| NON-CURRENT ASSETS | 481.4 | 148.8 | 328.1 | - | 4.5 | - | - | - | 4.5 |
| Securities and investments in equity affiliates | 459.4 | 148.8 | 310.6 | - | - | - | - | - | - |
| Non-current financial assets | 22.0 | - | 17.5 | - | 4.5 | - | - | - | 4.5 |
| CURRENT ASSETS | 2,524.1 | - | 2,461.8 | - | - | 62.3 | 50.3 | 12.0 | - |
| Trade and other receivables | 858.2 | - | 858.2 | - | - | - | - | - | - |
| Current financial assets | 28.3 | - | 28.3 | - | - | - | - | - | - |
| Derivative financial instruments | 12.0 | - | - | - | - | 12.0 | - | 12.0 | - |
| Cash and cash equivalents | 1,625.5 | - | 1,575.3 | - | - | 50.3 | 50.3 | - | - |
| NON-CURRENT LIABILITIES | 2,930.3 | - | - | 2,930.3 | - | - | - | - | - |
| Borrowings and financial liabilities | 2,891.7 | - | - | 2,891.7 | - | - | - | - | - |
| Deposits and security interests received | 38.7 | - | - | 38.7 | - | - | - | - | - |
| CURRENT LIABILITIES | 2,595.9 | - | - | 2,579.2 | - | 16.7 | - | 16.7 | - |
| Borrowings and financial liabilities | 838.5 | - | - | 838.5 | - | - | - | - | - |
| Derivative financial instruments | 16.7 | - | - | - | - | 16.7 | - | 16.7 | - |
| Trade and other payables | 1,740.6 | - | - | 1,740.6 | - | - | - | - | - |
(a) Financial instruments listed on an active market.
(b) Financial instruments whose fair value is determined using valuation techniques based on observable market inputs.
(c) Financial instruments whose fair value (in whole or in part) is based on non-observable inputs.
Equity instruments mainly comprise equity securities of non-consolidated companies. At each acquisition, an analysis is carried out to determine the Group's management intention, and therefore its accounting method (change in value through income or by OCI). Cash and cash equivalents breakdown between cash presented under receivables and marketable securities presented as financial assets within Level 1 of the fair value hierarchy.
The Group is exposed to market risk, particularly with regard to interest rate risk. The Group uses a number of financial instruments to cope with this risk. The Group holds a portfolio of swaps and caps designed to hedge against interest rate risk on its financial debts.
The objective is to reduce, where it deems appropriate, fluctuations in cash flows linked to changes in interest rates.
Derivative instruments are measured and recognised at fair value in the balance sheet based on external valuations. Changes in the fair value of derivative instruments are always recognised in income. The Group has not opted for hedge accounting.
The Group mainly uses credit markets.
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Interest-rate swaps | 126.7 | (16.6) |
| Interest-rate caps | 28.4 | 4.9 |
| Accrued interest not yet due | 5.5 | 7.1 |
| Total | 160.6 | (4.7) |
Derivatives were valued by discounting future cash flows estimated according to interest rate curves at 31 December 2022.
| (€ millions) | 31/12/2022 | 31/12/2023 | 31/12/2024 | 31/12/2025 | 31/12/2026 | 31/12/2027 |
|---|---|---|---|---|---|---|
| ALTAREA – pay fixed – swap | 500.0 | 1,025.0 | 1,025.0 | 825.0 | 825.0 | 825.0 |
| ALTAREA – pay floating rate – swap | 300.0 | - | - | - | - | - |
| ALTAREA – cap | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 |
| Total | 1,062.5 | 1,287.5 | 1,287.5 | 1,087.5 | 1,087.5 | 1,087.5 |
| Average hedge ratio | -0.13% | 0.34% | 0.33% | 0.37% | 0.36% | 0.36% |
| (€ millions) | 31/12/2021 | 31/12/2022 | 31/12/2023 | 31/12/2024 | 31/12/2025 | 31/12/2026 |
|---|---|---|---|---|---|---|
| ALTAREA – pay fixed – swap | 500.0 | 500.0 | 1,025.0 | 1,025.0 | 525.0 | 525.0 |
| ALTAREA – pay floating rate – swap | 700.0 | 700.0 | 700.0 | 300.0 | 300.0 | - |
| ALTAREA – cap | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 |
| Total | 1,462.5 | 1,462.5 | 1,987.5 | 1,587.5 | 1,087.5 | 787.5 |
| Average hedge ratio | 0.19% | 0.19% | 0.17% | 0.13% | -0.30% | 0.10% |
| (€ millions) | 31/12/2022 | 31/12/2023 | 31/12/2024 | 31/12/2025 | 31/12/2026 | 31/12/2027 |
|---|---|---|---|---|---|---|
| Fixed-rate bond and bank loans | (1,413.2) | (1,390.6) | (1,135.3) | (796.1) | (745.6) | (745.6) |
| Floating-rate bank loans | (1,093.8) | (677.4) | (518.7) | (455.0) | (399.0) | (339.0) |
| Cash and cash equivalents (assets) | 952.3 | - | - | - | - | - |
| Net position before hedging | (1,554.7) | (2,068.0) | (1,654.0) | (1,251.1) | (1,144.6) | (1,084.6) |
| Swap | 800.0 | 1,025.0 | 1,025.0 | 825.0 | 825.0 | 825.0 |
| Cap | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 |
| Total derivative financial instruments | 1,062.5 | 1,287.5 | 1,287.5 | 1,087.5 | 1,087.5 | 1,087.5 |
| Net position after hedging | (492.2) | (780.5) | (366.5) | (163.6) | (57.1) | 2.9 |
| (€ millions) | 31/12/2021 | 31/12/2022 | 31/12/2023 | 31/12/2024 | 31/12/2025 | 31/12/2026 |
|---|---|---|---|---|---|---|
| Fixed-rate bond and bank loans | (1,749.3) | (1,722.9) | (1,722.8) | (1,337.2) | (837.1) | (787.0) |
| Floating-rate bank loans | (1,521.9) | (803.6) | (594.5) | (438.4) | (398.3) | (342.3) |
| Cash and cash equivalents (assets) | 1,625.5 | - | - | - | - | - |
| Net position before hedging | (1,645.6) | (2,526.5) | (2,317.4) | (1,775.6) | (1,235.4) | (1,129.3) |
| Swap | 1,200.0 | 1,200.0 | 1,725.0 | 1,325.0 | 825.0 | 525.0 |
| Cap | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 | 262.5 |
| Total derivative financial instruments | 1,462.5 | 1,462.5 | 1,987.5 | 1,587.5 | 1,087.5 | 787.5 |
| Net position after hedging | (183.1) | (1,064.0) | (329.9) | (188.1) | (147.9) | (341.8) |
The following table shows the interest-rate sensitivity (including the effect of hedging instruments) of the entire portfolio of floatingrate borrowings from credit establishments and derivative instruments.
| Increase/decrease in | Impact of the gain (-) or loss (+) on | Impact on the value of the portfolio of | |
|---|---|---|---|
| interest rates | pre-tax | the financial instruments | |
| 31/12/2022 | +50 bps | +€0.1 million | +€30.1 million |
| -50 bps | €-0.6 million | €-31.2 million | |
| 31/12/2021 | +50 bps | +€2.5 million | +€16.0 million |
| -50 bps | €-2.3 million | €-15.9 million |
The Group maintained significant access to liquidity, accompanied by good conditions.
The Group had a positive cash position of €952.3 million at 31 December 2022, compared to €1,625.5 million at 31 December 2021. This represents its main tool for management of liquidity risk (see Note 6.2.1 "Net financial bond and bank debt").
Part of this cash is available for the subsidiaries that carry it: as of 31 December 2022, this cash amounted to €434.6 million.
As of the same date, €517.7 million in cash is available at Group level.
The Group can also draw down an additional €1,427.5 million (in the form of unused confirmed corporate credit lines not allocated to development projects or operations), to use without restriction.
The Group is also required to comply with a certain number of financial covenants that contribute to the monitoring and management of the Group's financial risks.
The covenants with which the Group must comply concern the listed corporate bond and banking loans, for €1,259 million.
The bond issue subscribed for by Altareit SCA (€338.5 million) is subject to leverage covenants.
They are listed below:
| Altarea Group covenants |
31/12/2022 | Consolidated Altareit covenants |
31/12/2022 | |
|---|---|---|---|---|
| Loan To Value (LTV) | ||||
| Net bond and bank financial debt/re-assessed value of the Company's assets | < 60% | 24.5% | ||
| Interest Cover Ratio (ICR) | ||||
| Operating income (FFO column or cash flow from operations)/Company's net borrowing cost (FFO column) |
> 2 | 13.0 | ||
| Leverage | ||||
| Gearing: Net financial debt/Equity | ≤ 3.25 | 0.1 | ||
| ICR: EBITDA/Net interest expenses | ≥ 2 | 13.7 |
At 31 December 2022, the Company met all its covenants. In the highly likely event that certain debt may be required to be partially repaid at a subsequent date, the amount of these repayments would be recognised under current liabilities until the maturity date.
In the course of its business, the Group is exposed to two main categories of counterparty: financial institutions and tenants.
With regard to financial institutions, credit and/or counterparty risks relate to cash and cash equivalents,
derivatives arranged to hedge interest rate risk, and the banking institutions with which these products are arranged.
To limit this risk, the Group only arranges hedging with leading financial institutions. The selected vehicles have a very limited risk profile and are monitored.
With regard to tenants, the Group believes it has no significant exposure to credit risk due to its diversified portfolio of tenants. In the Retail business, tenants also provide financial guarantees, mainly in the form of security deposits, on signing lease agreements.
| 31/12/2022 | 31/12/2021 | ||||
|---|---|---|---|---|---|
| As a percentage | % share capital and theoretical voting rights |
% actual voting rights |
% share capital and theoretical voting rights |
% actual voting rights |
|
| Extended Concert(a) | 45.00 | 45.48 | 44.93 | 45.39 | |
| Crédit Agricole Assurances Group | 24.56 | 24.82 | 24.66 | 24.91 | |
| APG (ABP) | 7.06 | 7.14 | 7.09 | 7.16 | |
| Opus Investment BV(b) | 1.62 | 1.63 | 1.62 | 1.64 | |
| Treasury Shares | 1.05 | - | 1.01 | - | |
| Public + employee investment mutual fund | 20.71 | 20.93 | 20.69 | 20.90 | |
| Total | 100.00 | 100.00 | 100.00 | 100.00 |
(a) The controlling group of Alain Taravella (comprising the companies he controls and the members of his family), Jacques Nicolet (including the company he controls), and Jacques Ehrmann, acting in concert.
(b) Directed and controlled by Christian de Gournay, and the shares held by him.
The Group's main related parties are the companies controlled by Alain Taravella, founding Chairman of the Group, which hold stakes in Altarea: AltaGroupe, AltaPatrimoine and Altager.
The Company is managed by Altafi 2 and Atlas which are controlled and chaired by Alain Taravella. Jacques Ehrmann is Chief Executive Officer of Altafi 2.
Transactions with these related parties mainly relate to services rendered by the aforementioned Management and to a lesser extent, services and rebillings by the Company to AltaGroupe and its subsidiaries.
In order to formalise the services habitually provided to Altarea by AltaGroupe, the coordinating holding Company, and to spell out the services provided by the latter, a coordination agreement was signed in 2017, in which the previously applied conditions were unchanged. A new coordination agreement, which replaces the previous one, was signed in 2022 between AltaGroupe, on the one hand, and Altarea, inter alii, on the other.
Assistance services and rebilling of rents and other items are recognised as a deduction from other company overhead costs in the amount of €0.3 million. Services invoiced to related parties by the Altarea Group are invoiced on an arm's length basis.
| Altafi 2 SAS | ||||
|---|---|---|---|---|
| (€ millions) | 31/12/2022 | 31/12/2021 | ||
| Trade and other receivables | 0.3 | 0.1 | ||
| TOTAL ASSETS | 0.3 | 0.1 | ||
| Trade and other payables(a) | 0.8 | 1.0 | ||
| TOTAL LIABILITIES | 0.8 | 1.0 | ||
(a) Corresponds to Management's variable compensation.
In addition, new management fee agreements were set up in 2021 to remunerate the services provided by Altarea, Altareit and Altarea Management for the benefit of Group companies. The remuneration of these management fees has been defined by mutual agreement according to the cost of the services provided and is in line with the market price.
Management compensation is received entirely by Altafi 2 in the form of fees(1) .
No share-based compensation or other short-term or longterm or other forms of compensation were paid by Altarea or its subsidiaries to the Management.
The fixed remuneration of Management in respect of Altarea and Altareit is €1.8 million for the year.
The annual variable compensation of the Managing Partners potentially payable by Altarea is based partly on FFO, Group share, for the financial year and partly on the Company's GRESB classification. The amount paid by Altareit is based partly on the consolidated net income, Group share, for the financial year, above a pre-set threshold and partly on the achievement of non-financial objectives related to the climate and human resources.
For information purposes, it stood at €1.0 million in 2022.
The total amount of fixed and variable compensation that may be paid to the Managing Partners by Altarea and Altareit for the 2022 financial year is capped at €4 million.
Altarea or its subsidiaries during the year. He receives compensation from a holding company that he controls that holds a stake in Altarea.
1 Alain Taravella, as Co-Manager in a personal capacity of Altarea until 12 December 2022 (Altafi 2 and Atlas, chaired by Alain Taravella continue to be Co-Managers of Altarea), received no compensation from
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Gross wages(a) | 4.1 | 4.0 |
| Social security contributions | 1.7 | 1.7 |
| Share-based payments(b) | 8.7 | 7.5 |
| Number of shares delivered during the period |
30,558 | 34,293 |
| Post-employment benefits(c) | 0.0 | 0.0 |
| Other short- or long-term benefits and compensation(d) |
0.0 | 0.0 |
| Termination indemnities(e) | - | - |
| Employer contribution on free shares delivered |
0.9 | 1.1 |
| Post-employment benefit commitment | 0.7 | 0.8 |
(a) Fixed and variable compensation.
(b) Charge calculated in accordance with IFRS 2.
(c) Pension service cost according to IAS 19, life insurance and medical care.
(d) Benefits in kind, directors' fees and other compensation vested but payable in the future (short- or long-term).
(e) Post-employment benefits, including social security costs.
| In number of rights on equity in circulation | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Rights to Altarea SCA's free shares grants |
142,231 | 159,603 |
The information presented relates to the compensation and benefits granted (i) to executive corporate officers for offices held in subsidiaries and (ii) to the Group's main salaried executives.
The main commitments given by the Group are mortgages and mortgage commitments made to secure loans or lines of credit from credit establishments.
Pledges of securities and undertakings not to sell or assign ownership units are also made by the Company to secure certain loans.
These commitments appear in Note 6.2 "Net financial debt and guarantees".
In addition, the Company has received commitments from banks for unused credit lines, which are described in Note 8.3 "Liquidity risk".
All other material commitments are set out below:
| (€ millions) | 31/12/2021 | 31/12/2022 | Less than 1 year |
From one to five years |
More than five years |
|---|---|---|---|---|---|
| Commitments received | |||||
| Commitments received relating to financing (excl. borrowings) | - | - | - | - | - |
| Commitments received relating to Company acquisitions | 10.6 | 11.9 | - | 6.4 | 5.5 |
| Commitments received relating to operating activities | 168.4 | 123.8 | 100.6 | 8.0 | 15.1 |
| Security deposits received in the context of the Hoguet Act (France) | 87.9 | 96.7 | 96.7 | - | - |
| Security deposits received from tenants | 23.9 | 24.3 | 2.7 | 8.0 | 13.6 |
| Payment guarantees received from customers | 44.6 | 1.5 | - | - | 1.5 |
| Unilateral land sale undertakings received and other commitments | 0.3 | - | - | - | - |
| Other commitments received relating to operating activities | 11.8 | 1.3 | 1.3 | - | - |
| Total | 178.9 | 135.6 | 100.6 | 14.3 | 20.6 |
| Commitments given | |||||
| Commitments given relating to financing (excl. borrowings) | 11.0 | 11.0 | 5.0 | 6.0 | - |
| Commitments given relating to Company acquisitions | 68.7 | 48.6 | - | 48.6 | - |
| Commitments given relating to operating activities | 2,213.9 | 2,220.1 | 886.9 | 1,306.5 | 26.6 |
| Construction work completion guarantees (given) | 1,928.0 | 1,885.3 | 738.9 | 1,146.4 | - |
| Guarantees given on forward payments for assets | 170.8 | 225.8 | 116.5 | 109.3 | - |
| Guarantees for loss of use | 61.1 | 43.5 | 16.6 | 25.4 | 1.5 |
| Other sureties and guarantees granted | 54.0 | 65.5 | 15.1 | 25.4 | 25.1 |
| Total | 2,293.6 | 2,279.7 | 891.9 | 1,361.1 | 26.6 |
As part of its acquisition of the developer Severini, the Group received a commitment from the sellers to guarantee it until 31 January 2025 against any damage or loss up to €2 million, incurred by the Group as a result of the business activities, with a cause or origin predating 31 March 2018.
As part of its acquisition of the developer XF, the Group received a liability guarantee from the sellers in the amount of €2.3 million expiring at the end of July 2025.
The Group and Woodeum Holding arranged a potential liquidity of their securities and secured the Group's ability to buy the balance of the shares not held, should it so wish. The Group has moreover received representations and warranties in the context of this investment.
Under France's "Hoguet Act", the Group holds security deposits received specialist bodies in an amount of €96.7 million as a guarantee covering its real estate management and trading activities.
The Group also receives security deposits from its tenants to guarantee that they will pay their rent.
The Group receives customer payment guarantees issued by financial institutions to guarantee sums payable by the customer. They mainly relate to Retail and Office property development projects.
Other guarantees received consist mainly of commitments received from property sellers.
In its Property Development business, the Group receives deposits on construction contracts from contractors to cover holdbacks (up to 5% of the amount of the contract – noncosted commitment).
The Group makes representations and warranties or contingent consideration when disposing of shares in subsidiaries and affiliates. When the Group considers that it is probable that there will be a cash outlay under the terms of these guarantees, it sets aside allowances to provisions and their amount is reassessed at each closing date.
The main commitments concern:
The shares of Altablue, Aldeta, Alta Crp Gennevilliers, Alta Crp La Valette, Alta Gramont, Toulouse Gramont, Bercy Village and Société d'Aménagement de la Gare de l'Est as well as assets held by these companies, are for a limited period subject to conditions for sale contingent on the agreement of each of the partners of these companies.
As part of the Crédit Agricole Assurances agreements, the Group has signed a certain number of legal undertakings that restrict the liquidity of its shareholding under certain conditions.
Completion guarantees are given to customers as part of offplan sales and are provided on behalf of Group companies by financial institutions, mutual guarantee organisations or insurance companies. They are reported in the amount of risk borne by the financial institution that issued the guarantee.
In return, Group companies give financial institutions a promise of mortgage security and an undertaking not to sell ownership units.
These guarantees mainly cover purchases of land or buildings for the Property Development business.
Guarantees for loss of use As part of its Property Development activities, the Group signs preliminary sales agreements with landowners, the execution of which is subject to conditions precedent, including conditions relating to obtaining administrative authorisations. In return for their undertakings, landowners receive compensation for loss of use, which takes the form of an advance (carried on the asset side of the balance sheet) or a surety (an off-balance sheet liability). The Group undertakes to pay the compensation for loss of use if it decides not to buy the land when the conditions precedent are met.
The other sureties and guarantees given mainly relate to the Group's involvement in AltaFund, its Business property real estate investment fund, and guarantees given as part of its development activity.
Notably in the ordinary course of its Property Development activities, the Group enters into reciprocal commitments to ensure the REIT control of future projects. The Group signs bilateral sales agreements with landowners: the owner undertakes to sell its land and the Group commits to buy it if all conditions precedent (administrative and/ or marketing) are met.
In the conduct of its proprietary shopping centre development business, Altarea has made commitments to invest in projects initiated and controlled by the Company.
Moreover, in the conduct of its Residential property development, the Group signs reservation contracts (or preliminary sales agreements) with its customers, the execution of which depends on whether the customers meet the conditions precedent, particularly with respect to their ability to secure financing.
As part of its Property Development business, the Group has a future offering consisting of unilateral preliminary sales agreements.
The amount of these commitments is shown in the business review.
The total of minimum future rents to be received under noncancellable rental agreements over the period amounted to:
| (€ millions) | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Less than 1 year | 202.0 | 193.4 |
| Between one and five years | 469.4 | 489.4 |
| More than five years | 208.3 | 225.6 |
| Guaranteed minimum rent | 879.8 | 908.4 |
Rents receivable relate mainly to shopping centres owned by the Group.
Correction proposals concerning the registration fees related to the sale by Alta Faubourg of the Semmaris shares in 2018 and 2020 were received in 2021 and 2022.
As registration fees are guaranteed by Alta Faubourg, the risk, which amounted to €11.0 million in fees and late payment penalties, was borne by the Group.
The company had strong arguments to contest the adjustments, which had not been provisioned.
In a letter dated 23 August 2022, the tax authorities abandoned all of the proposed adjustments.
Regarding the Primonial litigation, in agreement with its advisors, no provision has been recorded by the Group (see note 4.1 « Major events »).
No other new litigation or governmental, legal, or arbitration proceedings that are likely to have significant effects on the Company's financial position or profitability arose in the period, other than those for which a provision has been recognised (see Note 6.3 "Provisions") or for which the case is ongoing.
Having owned 50% of Woodeum's capital since July 2019, Altarea purchased the remainder from WO2 Holding on February 21st, 2023, making it the sole shareholder of France's leading brand in low-carbon solid wood residential property. Against a backdrop of climate change and evolving regulations, this acquisition confirms Altarea's ambition to accelerate its transition to low-carbon housing by strengthening Woodeum's resources to pursue its growth trend.
| (€ millions) | E&Y | Grant Thornton | Mazars | Other | Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| Statutory audit, certification, examination of individual and consolidated financial statements | ||||||||||||||||||||
| - Altarea SCA | 0.3 | 0.3 | 23% | 15% | - | 0.3 | 0% | 27% | 0.2 | - | 25% | 0% | - | - | 0% | 0% | 0.5 | 0.6 | 18% | 18% |
| - Fully consolidated subsidiaries |
1.0 | 1.3 | 69% | 56% | 0.4 | 0.4 | 71% | 36% | 0.5 | - | 55% | 0% | 0.1 | 0.1 | 100% | 100% | 1.9 | 1.7 | 65% | 51% |
| Services other than the certification of the financial statements | ||||||||||||||||||||
| - Altarea SCA | 0.1 | 0.4 | 7% | 16% | 0.1 | 0.4 | 14% | 37% | 0.1 | - | 12% | 0% | - | - | 0% | 0% | 0.3 | 0.8 | 9% | 22% |
| - Fully consolidated subsidiaries |
0.0 | 0.3 | 2% | 13% | 0.1 | 0.0 | 15% | 0% | 0.1 | - | 8% | 0% | 0.0 | (0.0) | 0% | 0% | 0.2 | 0.3 | 7% | 9% |
| Total | 1.4 | 2.3 | 100% | 100% | 0.6 | 1.1 | 100% | 100% | 0.8 | - | 100% | 100% | 0.1 | 0.1 | 100% | 100% | 2.9 | 3.4 | 100% | 100% |
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