Annual Report • Feb 28, 2020
Annual Report
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Regulated information within the meaning of the Royal Decree of 14 November 2007


"It was already clear at the announcement of our half-year figures that Ackermans & van Haaren was set to close 2019 with a record result, thanks to the capital gain of 105.7 million euros which we had already realized on the sale of our stake in Residalya. Our investment in Residalya, which we - in partnership with the management - developed into a medium-sized player on the French senior care market, perfectly illustrates how we want to build up value in our portfolio in a sustainable manner.
The group also reported a strong second half of the year, partly thanks to a higher profit contribution from our Growth Capital portfolio. We are pleased that, after winding up a few difficult files, we are able to return to clearly positive results in this activity.
We continued to invest throughout 2019, not only in growth capital, with new participations in a number of small but promising new companies such as Biolectric Group, Biotalys (formerly AgroSavfe) and Medikabazaar (India), but also in the strengthening of our interests in CFE, DEME, Rent-A-Port, Green Offshore, SIPEF and Sagar Cements. With a net cash position of 267 million euros at year-end 2019, we have both the ambition and the financial means to remain entrepreneurial in 2020."
Jan Suykens, CEO - Chairman of the executive committee
| (€ million) | 2019 | 2018 |
|---|---|---|
| Marine Engineering & Contracting | 91.9 | 118.1 |
| Private Banking | 127.3 | 121.3 |
| Real Estate & Senior Care | 50.2 | 65.3 |
| Energy & Resources | -1.5 | 7.7 |
| Contribution from core segments | 267.9 | 312.4 |
| Growth Capital | 17.6 | -6.9 |
| AvH & subholdings | -3.5 | -13.7 |
| Net capital gains(losses) / impairments | 112.9 | -2.2 |
| Consolidated net result | 394.9 | 289.6 |
| (€ million) | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Net equity (part of the group - before allocation of profit) |
3,456.1 | 3,176.5 |
| Net cash position of AvH | 267.4 | 102.9 |
The board of directors proposes to the ordinary general meeting of May 25, 2020 to increase the dividend per share to 2.50 euros, an 7.8% increase compared to the dividend of 2.32 euros that was paid in 2019. This proposal amounts to a total dividend payment of 83.7 million euros.
Ackermans & van Haaren aims to further develop its portfolio in 2020 by acquiring new participations as well as by strengthening existing participations.
The good positioning of the group's core participations and the regained profitability in Growth Capital allow the board of directors to look forward to 2020 with confidence.
| 2019 | 2018 | |
|---|---|---|
| Number of shares | ||
| Number of shares | 33,496,904 | 33,496,904 |
| Net result per share (€) | ||
| Net result per share | ||
| Basic | 11.92 | 8.74 |
| Diluted | 11.89 | 8.71 |
| Dividend per share | ||
| Gross dividend | 2.50 | 2.32 |
| Net dividend | 1.75 | 1.62 |
| Net equity per share (€) | ||
| Net equity per share | 104.32 | 95.81 |
| Evolution of the stock price (€) | ||
| Highest (April 17) | 144.9 | 160.5 |
| Lowest (August 15) | 125.2 | 127.7 |
| Closing price (December 31) | 139.7 | 131.8 |

DEME (AvH 60.91%) realized a turnover of 2,622 million euros in 2019, virtually equalling the high level of 2018 (2,645.8 million euros).
In its traditional dredging activity, DEME reported a turnover increase of approx. 10% to 1,084.5 million euros. DEME carried out maintenance dredging works on the river Scheldt and on the Belgian coast, started deepening works on the Elbe in Germany, and took part in several large-scale infrastructure projects in the Netherlands together with its infrastructure subsidiary DIMCO. Outside Europe, the largescale TTP1 project in Singapore is steadily entering its final stage. Other major projects were carried out in Russia, Qatar and several locations in Africa.
The turnover of DEME Offshore decreased in 2019 to 1,141.1 million euros, which includes a substantial volume of procurement. With 43%

of DEME's total turnover, DEME Offshore is still the main segment. In Belgium, the installation of the MOG project (Modular Offshore Grid or 'plug at sea') was successfully finished, while the installation of the foundations for the Belgian offshore wind farm SeaMade was completed. In the United Kingdom, 101 of the 103 foundations for the Moray East wind farm were already installed, while the Hornsea One project was fully completed.
The three major infrastructure projects (Terneuzen lock, RijnlandRoute and Blankenburg connection) that DIMCO, DEME's infra subsidiary, is carrying out in the Netherlands produced a substantial turnover increase, while the environmental and other activities remained on about the same level.
Over the full year 2019, DEME achieved an EBITDA of 437.0 million euros, resulting in a margin of 16.7% (2018: 17.3%). Besides the changing composition of the turnover, this margin was also influenced by several factors. The increased competition in the activities of DEME Offshore led to lower margins, while, as had been announced earlier, the installation vessel Innovation was out of service for several months due to a (planned) major overhaul. Additionally, an impairment loss of 10.8 million euros was recognized due to the insolvency of Senvion, for which DEME Offshore carried out maintenance works on offshore wind farms, while in the dredging segment a technically complex project in India weighed on the profitability. Finally, all research and development costs (13.2 million euros) that were incurred in 2019 with regard to the deep-sea harvesting of minerals were expensed.
The following major dredging contracts were won during 2019:
| (€ million) | 2019 | 2018 |
|---|---|---|
| Turnover | 2,622.0 | 2,645.8 |
| EBITDA | 437.0(1) | 458.9 |
| Net result | 125.0 | 155.6 |
| Equity | 1,435.5 | 1,401.4 |
| Net financial position | -708.5(2) | -555.8 |
(1) Incl. IFRS16 effect of € 17.0 million
(2) Incl. IFRS16 effect of € 86.1 million
5


DEME also signed a large number of contracts for offshore wind farms
DEME's order backlog amounted to 3,750 million euros at year-end 2019, compared to 4,010 million euros at year-end 2018. The Fehmarnbelt project (700 million euros) for the construction of the world's longest submerged road and rail tunnel between Denmark and Germany has not yet been included in this order backlog pending final permits; likewise, the aforementioned expected projects in Taiwan are not included either.
DEME continued to invest unabated in its fleet, investing 434.7 million euros in 2019 (2018: 441.3 million euros). In 2019, the new trailing suction hopper dredger Bonny River (15,000 m³) was put into operation. The vessel is equipped with a dual fuel engine that can run on both LNG and diesel. In addition to the major repair costs, in particular those for the jack-up vessel Innovation, the investments were primarily related to the four large vessels under construction, notably the Spartacus, the world's most powerful cutter suction dredger, the offshore installation vessel Orion, and the trailing suction hopper dredgers Meuse River and River Thames. Due to delays incurred at the shipyards, a number of payments were postponed to 2020. The delays are relatively minor in the case of the Orion, Meuse River and River Thames, as delivery is still expected in the course of the first six months. Delivery of the mega cutter Spartacus was delayed for several more months (until the end of the third quarter of 2020) by the Dutch shipyard IHC, whose situation is closely monitored. As a result of the delays in 2019, the expected investment amount for 2020 will be roughly the same as in 2019.
In 2019, DEME also announced a new investment in an SOV (Service Operation Vessel). This catamaran is specially designed for the maintenance of offshore wind farms, and can carry and accommodate a crew of up to 24 people. Delivery of this vessel is expected in 2021. It will be chartered by Siemens Gamesa Renewable Energy as part of a longterm maintenance contract for the Rentel and SeaMade wind farms.
DEME's net financial debt amounted to 708.5 million euros at yearend 2019 (including an impact of 86.1 million euros from the first-time application of the new IFRS 16 accounting standard), compared to 555.8 million euros at year-end 2018. Compared with June 30, 2019, DEME's net financial position improved by approximately 100 million euros, partly thanks to substantial repayments of loans that had been granted to the companies developing the Merkur and Rentel offshore wind farms.
For DEME, permanent focus on innovation and sustainability is crucial. Various new initiatives were started up in 2019, such as the partnership with SABCA on the deployment of drones for the inspection of offshore wind turbines, the agreement with Equinor for a study of floating concrete substructures for the Hywind Tampen offshore wind farm, the expert consortium led by Tractebel on solar technology at sea, responsible deep-sea research through GSR, the project for the autonomous plastic collector on the river Scheldt, the Hyport green
2

CFE Contracting - Gare Maritime - Brussels CFE - BPI - Livingstone (artist impression)
hydrogen plant in Ostend, and the project for the transport of hydrogen in Antwerp.
In an uncertain geopolitical and economic context, DEME projects a modest increase in its turnover for 2020. Given the pressure on margins in offshore wind projects as mentioned earlier, an EBITDA is expected of the same order of magnitude as in 2019. DEME expects to be able to realize a capital gain of at least 50 million euros on the sale of its 12.5% stake in the German offshore wind project Merkur, which means that, barring unforeseen circumstances, a higher net result may be projected for 2020. Furthermore, DEME is seeing increased tendering activity, which opens up the prospect of a growth in business over the coming years.
CFE (AvH 60.91%) topped the one billion euros mark in 2019 with a turnover of 1,002.8 million euros (2018: 994.9 million euros).
CFE Contracting reported a 7% turnover increase to 998.7 million euros (2018: 934.6 million euros). This is primarily attributable to construction activity in Flanders and Poland, multitechnics at VMA, and rail & infrastructure at MOBIX. The main projects in progress are the Gare Maritime on the Tour & Taxis site, the residential complex Riva in Brussels, the ZNA hospital in Antwerp, and the underground depot for the Brussels metro. In Brussels, Wallonia and Luxembourg, difficult market conditions, characterized by a pressure on prices and higher subcontracting costs, had a negative impact on the turnover and operating result. Apart from a small project that is due for delivery in 2021, all projects in Tunisia are now finished. CFE Contracting achieved a net result of 9.5 million euros compared to 15.2 million euros in 2018. Its order book increased by 5% to 1,386 million euros. In December 2019, CFE Contracting won the contract worth more than 100 million euros for the design, construction and maintenance of the residential units for Shape (Wallonia).
In the Real Estate Development division, the real estate portfolio at year-end 2019 amounted to 143 million euros (2018: 139 million euros). BPI is currently developing some forty projects totalling 545,000 m² (group share), of which 103,000 m² are under construction. The main projects in progress are Ernest The Park, Erasmus Gardens, Les Hauts Prés, Park West and Renaissance (Belgium), Livingstone (Luxembourg) and four residential projects in Poland. The projects Voltaire and Zen Factory (Belgium) and Domaine de l'Europe in Fussbann (Luxembourg) were delivered in 2019. The net result increased to 11.6 million euros (2018: 9.3 million euros).
In the fourth quarter of 2019, CFE Contracting and BPI set up Woodshapers for the realization of Design & Build projects and real estate developments (< 5,000 m²) in wood and sustainable prefab materials. This new entity has been set up as part of the group's sustainable development strategy.
CFE's 'non-transferred' activity is essentially confined to the construction of the Brussels-South wastewater treatment plant. The project will be delivered in the first quarter of 2021.
In accordance with IFRS 9, all outstanding receivables from the Chadian government have been written off. This accounting treatment does not alter CFE's decision to obtain the settlement of those receivables. Negotiations with the Afreximbank and the Chadian government on this matter are still ongoing.
The revenue of CFE Contracting should remain stable in 2020 while the operating income should grow. In 2020, the Real Estate division should repeat its good performance of 2019 in terms of net result.
| Turnover | Net result(1) | |||
|---|---|---|---|---|
| (€ million) | 2019 | 2018 | 2019 | 2018 |
| Construction | 733.5 | 692.5 | ||
| Multitechnics | 179.6 | 170.6 | ||
| Rail Infra | 85.6 | 71.5 | ||
| Contracting | 998.7 | 934.6 | 9.5 | 15.2 |
| Real Estate Development |
59.1 | 94.7 | 11.6 | 9.3 |
| Holding, non-trans ferred items and eliminations |
-55.0 | -34.4 | -9.1 | -6.6 |
| Total | 1,002.8 | 994.9 | 12.0 | 17.9 |
(1) Including contribution from Rent-A-Port and Green Offshore




Rent-A-Port (AvH 80.46%) in 2019 refocused on its developments in Vietnam, more particularly the DEEP C Industrial Zones in Haiphong. The land in the first industrial zone, the Dinh Vu Industrial Zone, has already been largely developed and sold. The industrial zones could be further developed partly thanks to the financial support of its shareholders. At the same time, strong partners were sought for the two industrial zones in Quang Ninh to help support and speed up the development process. As a result of this, along with certain geopolitical developments, a significant increase in land sales is expected for next year.
In February 2019, a new shareholder agreement was concluded with regard to Infra Asia Investments Ltd (IAI), the company which is developing the industrial zones in the port of Haiphong in Vietnam and in which Rent-A-Port holds a 60% stake. Consequently, IAI and its main subsidiaries are fully consolidated as from 2019.
In August 2019, Rent-A-Port transferred its subsidiaries managing its developments in Oman to DEME Concessions.
AvH and CFE both increased their stakes in Rent-A-Port from 45% to 50% at the beginning of 2019. As a result, including the indirect participation through CFE, AvH's beneficial interest in Rent-A-Port amounted to 80.46% on December 31, 2019.
Green Offshore (AvH 80,46%) holds stakes in the Belgian offshore wind farms Rentel (12.5%) and SeaMade (8.75%), as well as a participating interest in the umbrella company Otary (12.5%). AvH has a beneficial interest (direct and indirect participation through CFE) of 80.46% in Green Offshore.
The Rentel offshore wind farm, with a capacity of 309 MW, generated almost one TWh green energy in 2019.
Construction work on the SeaMade offshore wind farm is in full progress. In 2019, all 60 monopile foundations were installed and the export cables laid. In 2020, two offshore substations, which will be connected to the Elia Modular Offshore Grid, will be installed on those foundations, along with 58 wind turbines of 8.4 MW. SeaMade is expected to be fully operational by the end of 2020. With a total capacity of 487 MW, it will be the largest offshore wind farm in Belgium.
Together, Rentel and SeaMade will supply renewable energy to more than 700,000 households, resulting in an annual reduction of 1,200,000 tonnes of CO2 emissions.
In addition to Green Offshore, DEME Concessions also owns participations of respectively 18.89% in Rentel and 13.22% in SeaMade, as mentioned above. These participations are included in the consolidated financial statements of DEME. When SeaMade will be operational (before the end of 2020), the total direct and indirect participation of AvH in Rentel and SeaMade will provide, from an economic perspective, a production capacity of 140 MW of renewable energy.
| (€ million) | 2019 | 2018 |
|---|---|---|
| FinAx | -0.2 | -0.4 |
| Delen Private Bank | 93.4 | 88.5 |
| Bank J.Van Breda & C° | 34.1 | 33.2 |
| Total | 127.3 | 121.3 |
Thanks to strong commercial volumes, the combined assets entrusted by the clients of Delen Private Bank and Bank J.Van Breda & Cº increased to 51.9 billion euros at December 31, 2019 compared with 45.4 billion euros at December 31, 2018 (+14%).
The assets under management of Delen Private Bank (AvH 78.75%) at the consolidated level (Delen Private Bank, JM Finn, Oyens & Van Eeghen) attained a record level of 43,566 million euros at year-end 2019 (year-end 2018: 37,713 million euros).
The increase in assets under management in 2019 is primarily explained by the value increase of the underlying assets. The volatility of the financial markets at the end of 2018 and the beginning of 2019 contributed to a wait-and-see attitude on the part of investors. The gross inflow of assets under management was still considerable, albeit
Delen Private Bank: Consolidated assets under management

less than the record level of the last two years. The currency evolution of the pound sterling against the euro (+5.1%) and the acquisition of Nobel Vermogensbeheer also contributed to this increase.
| (€ million) | 2019 | 2018 |
|---|---|---|
| Delen Private Bank | 31,489 | 27,673 |
| JM Finn | 11,448 | 9,563 |
| Oyens & Van Eeghen | 629 | 476 |
| Total | 43,566 | 37,713 |
The inflow of assets at Delen Private Bank - from both existing and new clients - consisted almost exclusively of discretionary asset management. The bank applies its criteria of responsible investment, i.e. investing in companies that attach importance to climate, people and good governance as well as to financial return, to 100% of the assets under discretionary management. This policy earned Delen Private Bank the highest A+ rating from UN PRI in 2019.
In September 2019, Delen Private Bank acquired in an asset deal certain assets from Nobel Vermogensbeheer, an independent asset manager in the Netherlands. On August 31, 2019, the assets under management at Nobel Vermogensbeheer amounted to more than 260 million euros. On December 31, 2019, about half the assets of clients of Nobel Vermogensbeheer had already been transferred to Oyens & Van Eeghen according to plan.
The average assets under management at Delen Private Bank over 2019 lay slightly above the average of 2018. Consequently, the consolidated gross revenues slightly increased to 388.6 million euros
| (€ million) | 2019 | 2018 |
|---|---|---|
| Gross revenues | 388.6 | 384.3 |
| Net result | 118.6 | 112.4 |
| Equity | 809.6 | 742.9 |
| Assets under management | 43,566 | 37,713 |
| Core Tier1 capital ratio (%) | 32.0 | 30.9 |
| Cost-income ratio (%) | 55.3 | 55.3 |

(384.3 million euros in 2018). The operating expenses increased only slightly by 0.3%, thanks to a focus on the curtailment of costs at Delen Private Bank in Belgium. The cost-income ratio decreased to 55.3% (43.5% at Delen Private Bank, 85.5% at JM Finn), which is a good figure compared to the competition. The net profit increased in 2019 to 118.6 million euros (compared to 112.4 million euros in 2018), which includes the contribution from JM Finn of 7.8 million euros and
The consolidated equity of Delen Private Bank amounted to 809.6 million euros on December 31, 2019 (compared to 742.9 million euros at year-end 2018). The Core Tier1 capital ratio of 32.0% is well above the industry average.
a negative contribution from Oyens & Van Eeghen.
Bank J.Van Breda & C° also closed 2019 with a record result. Thanks to a strong commercial performance both in banking services for entrepreneurs and liberal professionals and at Van Breda Car Finance, the consolidated net profit increased by 3% to 43.4 million euros (42.2 million euros in 2018).
Buoyed by the favourable stock market climate, assets invested by clients increased by 1.8 billion euros (13%) to 16.1 billion euros, of which 10.7 billion euros consisted of off-balance sheet products (+13%) and 5.4 billion euros of client deposits (+11%). For the first time, the off-balance sheet products amounted to more than 10 billion

Delen Private Bank - Ghent Bank J.Van Breda & C° - Antwerp
euros. Delen Private Bank had 6.5 billion euros under management of the assets brought in by the network of Bank J.Van Breda & C°. The total loan portfolio increased by 9% to 5.2 billion euros. Impairment losses on loans amounted to just 0.03% of the average loan portfolio, or 1.4 million euros.
The consolidated bank product increased by 4% to 150 million euros, of which 51% interest income and 46% fee income. This result is almost entirely commercially driven. The costs increased by 4% to 91.7 million euros. The investment path of recent years has been pursued unabated in terms of digitalization, commercial strength and the refurbishment and upgrading of branches. The cost-income ratio, however, remained stable at 61%. This makes Bank J.Van Breda & C° still one of the better performing Belgian banks.
The equity (group share) increased from 550 million euros at year-end 2018 to 573 million euros at year-end 2019. The Core Tier 1 capital ratio of 13.1% should be seen in light of the high solvency ratio expressed as equity to assets (leverage ratio) of 8.5%. This is a multiple of the required 3% that will become binding upon publication of the Capital Requirements Regulation 2 (CRR2).
| (€ million) | 2019 | 2018 |
|---|---|---|
| Bank product | 149.6 | 143.8 |
| Net result | 43.4 | 42.2 |
| Equity | 573.3 | 549.8 |
| Off-balance sheet products | 10,651 | 9,392 |
| Client deposits | 5,416 | 4,877 |
| Loan portfolio | 5,233 | 4,797 |
| Core Tier1 capital ratio (%) | 13.1 | 13.6 |
| Cost-income ratio (%) | 61.3 | 61.0 |
10
| (€ million) | 2019 | 2018 |
|---|---|---|
| Leasinvest Real Estate | 15.7 | 11.9 |
| Extensa Group | 29.5 | 27.2 |
| Anima Care | 5.0 | 4.7 |
| HPA | - | 21.5 |
| Total | 50.2 | 65.3 |
The results of Leasinvest Real Estate (LRE, AvH 30.0%) showed a marked increase compared to 2018, partly because the 84 million euros that was raised during the capital increase of October 2018 had already been fully invested shortly afterwards. The net result for 2019 amounted to 49.9 million euros compared to 38.2 million euros in 2018.
At year-end 2019, the fair value of the consolidated real estate portfolio, including project developments, amounted to 1.1 billion euros (compared to 1.0 billion euros at year-end 2018). In 2019, the following properties were added to the portfolio:
Including the participation in REIT Retail Estates NV, the fair value of the portfolio reached 1.2 billion euros at the end of 2019.
LRE: Real estate portfolio (% based on fair value)
The rental yield amounted to 5.84% at the end of 2019, compared to 6.45% at the end of 2018. The rental income increased sharply to 65.3 million euros (2018: 56.2 million euros), driven by Montoyer 63 and Treesquare which were brought into use during 2018 and contributed for a full year in 2019, the full letting of De Mot, and the properties acquired in 2018 and 2019. The occupancy rate decreased to 90.5% (year-end 2018: 94.3%).
The finance cost decreased from 2.59% at the end of December 2018 to 2.14% at year-end 2019. This is the result of the various restructuring operations in the derivatives portfolio and the cheaper refinancing of the retail bond that matured in October. In November, LRE closed the private placement of bonds with seven-year maturity for an amount of 100 million euros, in replacement of the earlier bond of 75 million euros which matured in October.
| 2019 | 2018 | |
|---|---|---|
| Real estate portfolio fair value (€ mio) | 1,110.2 | 1,037.1 |
| Rental yield (%) | 5.84 | 6.45 |
| Occupancy rate (%) | 90.46 | 94.26 |


11

Extensa - Tour & Taxis - Gare Maritime - Brussels Anima Care - Alegria - Anderlecht
Extensa Group (AvH 100%) reported a net result of 29.5 million euros over the 2019 financial year, compared to 27.2 million euros in 2018.
On the Tour & Taxis site in Brussels, 50,000 m² office and retail space is being built in the former Gare Maritime freight station, divided over ten wooden modules that harmonize with the historical structure. Not only does the property comply with the latest environmental standards, the project is also an example of circular construction. In October 2019 the first of these modules was brought into use by the tenant Accenture. The other tenants will move in during the course of 2020.
The new underground car park (908 parking places) will open in the second quarter of 2020. Anima Care acquired the right to build a residential care centre (197 beds) above this car park. Extensa also started off-plan sales and construction of the next phase of the residential project Park Lane (319 apartments). The available apartments in the Riva project (139 units) are all sold and will be delivered in the first half of 2020.
On the Cloche d'Or site (Luxembourg), the first residential phase 'îlot A' (72,500 m², 909 apartments) is almost completely sold. Delivery of the last apartments is scheduled for 2020. In the new residential development 'îlot D' (26,800 m²), off-plan sales have started of 'îlot D Sud' (151 apartments), and construction has already begun. The new office building for Deloitte Luxembourg was delivered in the first quarter of 2019 and sold to institutional investors. Several other office projects, such as 'Bijou', 'Spaces' and 'Banca Intesa Sanpaolo', are under development (totalling approximately 30,000 m²).
Anima Care (AvH 92.5%) realized a turnover of 89.3 million euros in 2019. The increase by 5 million euros (+6%) compared to 2018 is a.o. due to the residential care centres in Aalst and Berlare, which have returned to full capacity utilization following extension and renovation works. Villa 34 and Le Rossignol (both in Braine-l'Alleud, together 125 nursing home beds), which were acquired in October 2019, only contributed to the consolidated results in the last quarter. The improved results of the existing operations were partly offset by the start-up costs of the new-build projects. The EBITDA and net profit in 2019 amounted to 19.5 million euros including an IFRS16 effect of 2.0 million euros (2018: 16.2 million euros) and 5.4 million euros (2018: 5.1 million euros) respectively.

Three high-quality new-build projects were completed in 2019. Efforts were made during the realization of those projects to minimize the environmental impact of the development and operation of those care centres, for instance by installing photovoltaic cells, a sun protection system and a building management system.
Nuance (Vorst), with a capacity of 121 nursing home beds, was completed at the beginning of 2020. The first residents moved mid-January 2020 to this new-build residence.
In 2019, agreements were signed for the construction of new care centres in Oudenaarde and Putte with a capacity of 64 and 98 nursing home beds respectively, along with some twenty service flats at each site. A planning application was also filed for a new care centre on the Parc de l'Alliance site in Braine-l'Alleud with a capacity of 129 nursing home beds and 32 service flats. In February 2020, construction work began on a residential care centre with a capacity of 197 beds on the Tour & Taxis site in Brussels.
At December 31, 2019, Anima Care had 2,353 beds in operation, of which 1,957 nursing home beds, 137 convalescence beds and 259 service flats, spread over 22 care centres (9 in Flanders, 7 in Brussels, 6 in Wallonia).
At the end of June, AvH finalized the sale of its participation (71.72%) in HPA, the parent company of Residalya, to DomusVi. This transaction provided AvH with cash proceeds of 165 million euros and a capital gain of 105.7 million euros.
| (€ million) | 2019 | 2018 |
|---|---|---|
| SIPEF | -2.3 | 7.8 |
| Sagar Cements | 0.8 | -0.1 |
| Total | -1.5 | 7.7 |
SIPEF (AvH 32.33%) produces sustainable and traceable palm oil that is certified according to the RSPO regulations. The other products of SIPEF (rubber, bananas and tea) are certified by The Rainforest Alliance. By purchasing shares on the stock exchange, AvH increased its participation from 31.59% at the beginning of the year to 32.33% at the end of the year.
SIPEF's total palm oil production decreased in 2019 by 11.2% to 312,514 tonnes (2018: 351,757 tonnes). The decrease of the production volumes in Papua New Guinea with 26.9% is primarily the result of a wet rainy season, followed later in the year by three volcanic eruptions of Mount Ulawun. Almost half of the planted hectares were damaged. The oil palm plantations gradually recover, but it will take at least two years for them to return to their optimal production conditions. Besides this, the Indonesian plantations also saw a general production decrease (-0.7%).
Despite a sharp increase in the palm oil price in the fourth quarter, the average world market price for crude palm oil in 2019 was 566 USD per tonne CIF Rotterdam, which is 32 USD per tonne or 5% lower than in 2018. Due to a combination of these lower production volumes and the lower palm oil price, the turnover of palm oil decreased by 12.4%. There was also a decrease in turnover for rubber and tea, while higher production volumes led to an increase in turnover for bananas. The total turnover decreased to 248 million USD (-9.8% compared with 2018). After tax and a negative contribution from the participation in Verdant Bioscience (research activities), the net result amounted to -8.0 million USD, compared to a profit of 30.1 million USD in 2018 (including the capital gain of 7.4 million USD on the sale of BDM-Asco).
The total investments remained virtually unchanged (66.7 million USD), while the expansion of the activities in South Sumatra continued steadily. As a result, the planted hectares at the end of 2019 increased by 2,427 hectares to 82,967 hectares (of which 76,302 hectares share of the group).
Thanks to a more favorable price environment for palm oil since the end of 2019, with prices reaching 750 USD to 800 USD per tonne, there is a prospect of markedly better results in 2020.
| (Tonne)(1) | 2019 | 2018 |
|---|---|---|
| 312,514 | 351,757 | |
| 6,326 | 7,982 | |
| 2,331 | 2,422 | |
| 32,849 | 27,788 |
(1) Own + outgrowers
| (USD million) | 2019 | 2018 | |
|---|---|---|---|
| Turnover | 248.3 | 275.3 | |
| EBIT | 4.9 | 50.1 | |
| Net result | -8.0 | 30.1 | |
| Equity | 628.7 | 644.5 | |
| Net cash position | -164.6 | -121.4 |
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3




Sagar Cements (AvH 19.86%) increased its turnover over 2019 by 8% (in INR), from 11.5 billion INR (142 million euros) in 2018 to 12.4 billion INR (157 million euros) in 2019. This turnover increase is primarily the result of the capacity expansion of the grinding facility in Vizag (from 0.3 million tonnes to 1.5 million tonnes). Sagar also succeeded in slightly reducing its costs/tonne by taking measures to improve energy efficiency and reduce average transportation distances. Sagar's net result amounted to 5.6 million euros (2018: -0.1 million euros).
In January 2019, Sagar announced its plans to further expand its cement production capacity to 8.25 million tonnes per year through the construction of a 1.5 million tonnes grinding station in East India (Orissa) and a 1 million tonnes cement factory in Central India (Madya Pradesh). This is in line with Sagar Cements' strategy of increasing its capacity to 10 million tonnes by 2025, and of further expanding its market reach into regions with a strong potential for growth.
This expansion will be financed by a mix of debts and the preferential allocation of convertible warrants for an amount of 2.26 billion INR (28 million euros). AvH is participating in the preferential allocation on a 50/50 basis, together with the Reddy family, and has exercised half of its warrants in 2019. As a result, its interest increased to 19.86%. After the second tranche is exercised (scheduled in May 2020), AvH's interest will increase to 21.85%. The entire operation represents an investment of 14 million euros for AvH.
| (€ million) | 2019 | 2018 |
|---|---|---|
| Contribution of participations | 17.6 | -6.9 |
| AvH & subholdings | -3.5 | -13.7 |
| Capital gains(losses)/ impairments |
112.9 | -2.2 |
| AvH & Growth Capital | 127.0 | -22.8 |
Agidens (AvH 86.2%, incl. indirect participation through AXE Investments) reported a strong year in all its divisions. The group closed 2019 with a turnover of 92.9 million euros and a net profit of 1.3 million euros (2018: -6.2 million euros). The order book remains wellfilled, amounting to approximately 50 million euros. With its '20/20 Vision', Agidens maintains a strong focus on product innovation, recurring operations and the opening up of new markets and customers.
At AXE Investments (AvH 48.3%), the results of the participation in Xylos and the rental income from the Ahlers building together determined the annual result (-0.1 million euros) of this investment company.
In February 2019, AvH acquired a 60% participation in Biolectric Group, alongside the founder and CEO, Philippe Jans. Biolectric is the market leader in the production and sale of compact biogas installations (11 to 74 kW) intended for cattle and pig farms and water purification stations. Thanks to the anaerobic digestion technique, methane gas from manure and sludge is converted into sustainable electricity and heat, avoiding the emission of harmful greenhouse gases. Biolectric sold 56 installations in 2019 (more than 50% increase compared to 2018) and realized a turnover of 5.8 million euros. Besides selling installations to farmers, Biolectric has started offering maintenance contracts and setting up installations at farms while retaining ownership of the installations. 2019 was a transition year for Biolectric. Biolectric incurred a limited loss (-0.1 million euros) due to the acquisition process and the costs associated with the significant strengthening of its production and sales team.
Euro Media Group (EMG, AvH 22.5%) was able, in an uneven year without major sporting events, to realize a higher turnover (337.5 million euros compared to 306.6 million euros in 2018) thanks to its acquisitions. In 2019, EMG acquired Telegenic in the United Kingdom and Global Production in Italy. The net result decreased to -9.6 million euros (2018: 0.8 million euros), of which 5.6 million euros attributable to non-recurring expenses and 8.3 million euros non-cash interest on convertible obligations.
At Manuchar (AvH 30.0%), the operational results were good despite political and economic instability in the emerging markets that had an impact on the turnover. Virtually all group companies made a positive contribution to the net result. The favourable outcome of a dispute in Brazil also had a beneficial impact on the result. Consequently, Manuchar closed the year with a record result of 28.5 million USD (2018: -10.6 million USD). In 2019, the remaining production activities in Mexico (sodium sulphate production) and France (wood activities) were deconsolidated or sold, allowing Manuchar to focus more on its core activities of chemical distribution and international trade in emerging markets.
Mediahuis (AvH 13.5%) reported a consolidated turnover of 857.9 million euros in 2019 and, despite significant non-recurring costs as a result of reorganisations and acquisitions, a net result of 14.7 million euros (2018: 28.3 million euros). 2019 was a year of further international development for Mediahuis. With the acquisition of the Irish Independent News & Media (a.o. The Irish Independent, The Sunday Independent and the Belfast Telegraph), Mediahuis took its first steps in the English-speaking market. Mediahuis continued in 2019 to focus on the digital transformation of its news brands, resulting for the first time in many years to an increase in the number of paying readers. This digitalization also meant that an accelerated restructuring of the print business was necessary in order to restore profitability.
Telemond Group (AvH 50.0%) realized a turnover increase of 7% to 98.6 million euros in 2019. This increase was driven by a larger market share and the further diversification of the customer base. Telemond was able to increase its margins thanks to its persistent focus on innovation and process optimization and the powerful effects of expansion. All segments made a positive contribution to the doubling of the net result to 8.2 million euros (2018: 4.1 million euros).
Turbo's Hoet Groep (THG, AvH 50.0%) achieved a significant increase in its turnover to 602.0 million euros in 2019 (2018: 532.6 million euros), primarily thanks to the acquisition of 50% of EVW Holding, which with more than 400 employees is the only DAF dealer in Romania (11 sites) and Moldavia (1 site). For THG this transaction was the largest acquisition since its inception in 2006. In Minsk, Belarus, a state-of-the-art new-build service point opened in November. The net result remained virtually stable at 10.0 million euros, compared to 10.1 million euros in 2018.
15

1

In July 2019, AvH announced the investment of 10 million euros in Biotalys as part of a capital-raising round totalling 35 million euros. As a result, AvH acquired a 14.6% stake in the capital. Biotalys, founded in 2013 under the name AgroSavfe as a spin-off of the Flemish Institute for Biotechnology, is a fast-growing food and crop protection firm that has developed a unique and versatile technological platform designed for the development of biocontrols. Biocontrols are new protein-based agents that provide a safe, sustainable and efficient protection for food and crops. Biotalys is expected to launch its first fungicide on the American market in 2022. AvH strongly believes in making the food and agricultural sector more sustainable.
3 4
In November 2019, AvH subscribed to the capital increase of Medikabazaar, thereby acquiring a direct participation of 5.4% and a beneficial interest of 8.6%, taking into account its participation in the HealthQuad I fund (AvH 36.3%). Medikabazaar is the market leader in the supply of medical equipment and consumables to hospitals in India via an online model, and has achieved strong and consistent growth. Medikabazaar realizes run-rate revenues of 50 million USD per annum.
OncoDNA (AvH 12.26%) reached several milestones in 2019, such as an international partnership agreement with an American pharmaceutical company for one of their phase 3 clinical trials and the large-scale rollout of OncoKDM, the SaaS platform for cancer data interpretation. In February 2020, OncoDNA implemented a capital increase, as a result of which AvH's shareholding percentage comes to 11.96% (fully diluted).
At the end of June, AvH finalized the sale of its participation (71.72%) in HPA, the parent company of Residalya, to DomusVi. This transaction provided AvH with cash proceeds of 165 million euros and a capital gain of 105.7 million euros.
AvH also sold its participation in Henschel Engineering (owner of real estate in Wilrijk that was previously used for industrial purposes by the Telemond group) in the course of 2019. An additional gain was realized on the sale of the participation in Ogeda (transaction of 2017).
In February 2020, Ackermans & van Haaren participated in a capital increase of MRM Health. With its contribution of 4 million euros, AvH acquires a stake in excess of 15%. MRM Health, established in the Ghent biotech cluster, develops innovative human microbiome-based medicines. The first product is designed to treat inflammatory bowel disease (colitis ulcerosa and Crohn's disease) and will enter the clinical phase at the end of 2020. The treatment of spondyloarthritis (rheumatic diseases), diabetes and the development of certain probiotics are also being investigated.
At the end of February 2020, AvH transferred its 50% participation in the Indian company Oriental Quarries & Mines, which was included in 'held for sale', to the co-shareholder, resulting in a capital gain of 3.0 million euros.
Ackermans & van Haaren developed a new ESG policy and made its ESG approach more structured in 2019. This should give a better picture of its constant attention to sustainable growth.
As an investment company, AvH concentrates on a limited number of strategic participations with significant potential for growth. AvH acts as a partner of its participations in the pursuit of sustainable growth, adopting a decentralized view of responsibility. In addition, AvH pursues an active (dis)investment policy where ESG aspects always form part of the evaluation and decision-making process. The group sees to it that the composition of the portfolio evolves in line with a number of sustainable social or economic trends.
AvH's corporate values and its baseline 'Partners for sustainable growth' reflect the group's attention to the broad spectrum of ESG and do not focus only on environmental issues. Constant attention goes to the main stakeholders, which include shareholders, participations, strategic partners, employees, government and local communities. Relevant socio-economic challenges such as climate change, energy transition, scarcity of raw materials, safeguarding of international free trade and population ageing are also monitored.
In 2019, AvH performed an analysis to determine its material ESG risks and opportunities. The materiality matrix revealed four themes that have a great impact on the group's business and at the same time are rated highly by the stakeholders.
As of 2019, AvH uses the internationally recognized reference model 'Sustainable Development Goals' (SDG) of the United Nations for its sustainability reporting. On the basis of the aspects that were identified in the materiality analysis as being material to AvH as an investment company, the following specific SDGs were selected for AvH:
This will be discussed in more detail in the sustainability report that forms part of the annual report that will be available at the end of March.
AvH is a socially responsible investment company (good citizen)

AvH invests in sustainable activities through its participations
The auditor has confirmed that his review of the consolidated annual accounts has been substantially completed and that no meaningful corrections have come to its attention that would require an adjustment to the financial information included in this press release.
Antwerp, February 27, 2020
EY Bedrijfsrevisoren BV, statutory auditor represented by Patrick Rottiers(1) & Wim Van Gasse(1) Partners
(1) Acting on behalf of a BV
Ackermans & van Haaren is a diversified group operating in 4 core sectors: Marine Engineering & Contracting (DEME, one of the largest dredging companies in the world - CFE, a construction group with headquarters in Belgium), Private Banking (Delen Private Bank, one of the largest independent private asset managers in Belgium, and asset manager JM Finn in the UK - Bank J. Van Breda & C°, niche bank for entrepreneurs and the liberal professions in Belgium), Real Estate & Senior Care (Leasinvest Real Estate, a listed real estate company - Extensa, a major land and real estate developer with a focus on Belgium and Luxembourg) and Energy & Resources (SIPEF, an agroindustrial group in tropical agriculture).
At an economic level, the AvH group represented in 2019 a turnover of 5.6 billion euros and employed 21,522 people through its share in the participations. The group focuses on a limited number of strategic participations with a significant potential for growth. AvH is listed on Euronext Brussels and is included in the BEL20 index, the Private Equity NXT index and the European DJ Stoxx 600 index.
Alle persberichten van AvH en haar belangrijkste groepsvennootschappen evenals de 'Investor Presentation' kunnen geraadpleegd worden op de AvH website: www.avh.be. Geïnteresseerden die de persberichten via e-mail wensen te ontvangen, kunnen zich inschrijven via deze website.
| May 20, 2020 | Interim statement Q1 2020 |
|---|---|
| May 25, 2020 | Ordinary general meeting |
| August 28, 2020 | Half-year results 2020 |
| November 23, 2020 | Interim statement Q3 2020 |
e-mail: [email protected]
For further information please contact:
Jan Suykens CEO - Chairman executive committe Tel. +32.3.897.92.36
Tom Bamelis CFO - Member executive committe Tel. +32.3.897.92.42

18
| 1. | Consolidated income statement 20 | |
|---|---|---|
| 2. | Consolidated statement of comprehensive income 21 | |
| 3. | Consolidated balance sheet 22 | |
| 4. | Consolidated cash flow statement 24 | |
| 5. | Statement of changes in consolidated equity 25 | |
| 6. | Segment reporting 26 | |
| • Consolidated income statement per segment | ||
| • Consolidated balance sheet per segment | ||
| • Consolidated cash flow statement per segment | ||
| 7. | Explanatory notes to the financial statements 39 | |
| 8. | Main risks and uncertainties 42 | |
| 9. | Events after balance sheet date 42 | |
| 10. Lexicon 43 |

| (€ 1,000) | 2019 | 2018 |
|---|---|---|
| Revenue | 4,270,398 | 4,458,181 |
| Rendering of services | 89,270 | 207,745 |
| Lease revenue | 10,866 | 10,239 |
| Real estate revenue | 217,181 | 316,576 |
| Interest income - banking activities | 92,243 | 95,126 |
| Fees and commissions - banking activities | 69,131 | 61,224 |
| Revenue from construction contracts | 3,695,290 | 3,626,080 |
| Other operating revenue | 96,416 | 141,192 |
| Other operating income | 6,609 | 14,290 |
| Interest on financial fixed assets - receivables | 0 | 7,858 |
| Dividends | 6,547 | 5,677 |
| Government grants | 0 | 0 |
| Other operating income | 62 | 754 |
| Operating expenses (-) | -3,974,839 | -4,127,873 |
| Raw materials and consumables used (-) | -2,263,227 | -2,272,906 |
| Changes in inventories of finished goods, raw materials & consumables (-) | 59,431 | -16,488 |
| Interest expenses Bank J.Van Breda & C° (-) | -24,597 | -24,841 |
| Employee expenses (-) | -809,938 | -842,070 |
| Depreciation (-) | -342,950 | -297,044 |
| Impairment losses (-) | -27,225 | -40,533 |
| Other operating expenses (-) | -600,850 | -658,139 |
| Provisions | 34,516 | 24,149 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 23,531 | 3,704 |
| Financial assets - Fair value through P/L (FVPL) | 18,182 | 2,974 |
| Investment property | 5,348 | 730 |
| Profit (loss) on disposal of assets | 121,899 | 50,421 |
| Realised gain (loss) on intangible and tangible assets | 6,379 | 7,510 |
| Realised gain (loss) on investment property | -308 | 0 |
| Realised gain (loss) on financial fixed assets | 113,216 | 42,168 |
| Realised gain (loss) on other assets | 2,613 | 743 |
| Profit (loss) from operating activities | 447,598 | 398,723 |
| Finance income | 45,586 | 59,867 |
| Interest income | 20,708 | 10,414 |
| Other finance income | 24,878 | 49,454 |
| Finance costs (-) | -71,582 | -99,305 |
| Interest expenses (-) | -35,333 | -36,295 |
| Other finance costs (-) | -36,248 | -63,010 |
| Derivative financial instruments designated at fair value through profit and loss | -5,370 | 114 |
| Share of profit (loss) from equity accounted investments | 154,952 | 153,853 |
| Other non-operating income | 4,442 | 716 |
| Other non-operating expenses (-) | 0 | 0 |
| Profit (loss) before tax | 575,627 | 513,968 |
| Income taxes | -61,756 | -72,195 |
| Deferred taxes | 12,537 | 6,452 |
| Current taxes | -74,292 | -78,647 |
| Profit (loss) after tax from continuing operations | 513,871 | 441,773 |
| Profit (loss) after tax from discontinued operations | 0 | 0 |
| Profit (loss) of the period | 513,871 | 441,773 |
| Minority interests | 118,971 | 152,134 |
| Share of the group | 394,900 | 289,639 |
| Earnings per share (€) | ||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 11.92 | 8.74 |
| 1.2. from continued operations | 11.92 | 8.74 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 11.89 | 8.71 |
| 2.2. from continued operations | 11.89 | 8.71 |
For the first time adoption of IFRS 16 Leases, we refer to Disclosure 7.1 New IFRS standards.
| (€ 1,000) | 2019 | 2018 |
|---|---|---|
| Profit (loss) of the period | 513,871 | 441,773 |
| Minority interests | 118,971 | 152,134 |
| Share of the group | 394,900 | 289,639 |
| Other comprehensive income | -51,862 | 1,904 |
| Elements to be reclassified to profit or loss in subsequent periods | ||
| Net changes in revaluation reserve: bonds - Fair value through OCI (FVOCI) | 2,426 | 31 |
| Net changes in revaluation reserve: hedging reserves | -48,434 | -6,793 |
| Net changes in revaluation reserve: translation differences | 7,088 | 8,816 |
| Elements not to be reclassified to profit or loss in subsequent periods | ||
| Net changes in revaluation reserve: shares - Fair value through OCI (FVOCI) | -205 | -156 |
| Net changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | -12,737 | 6 |
| Total comprehensive income | 462,009 | 443,677 |
| Minority interests | 97,392 | 149,061 |
| Share of the group | 364,618 | 294,615 |
For a breakdown of the item 'Share of the group and Minority interests' in the results, we refer to the segment reporting starting on page 26 of this report.
As a result of the application as of 2018 of the new accounting standard "IFRS 9 Financial Instruments", financial assets are broken down into three categories on the balance sheet. Another consequence of the application of this new standard is that, as of 2018, fluctuations in the fair value of financial assets are reported in the consolidated income statement. The only exception to this rule are the fair value fluctuations in the investment portfolio of Bank J.Van Breda & C° and Delen Private Bank, which in the table above is divided into shares and bonds.
Hedging reserves arise from fluctuations in the fair value of hedging instruments used by group companies to hedge against risks. Several group companies have hedged against a possible rise in interest rates. Across the group, the total unrealized loss on hedging
instruments, mainly on interest rates and exchange rates, has increased by 48.4 million euros (including minority interests) in 2019. Mainly DEME, Leasinvest Real Estate and Rentel/SeaMade have protected themselves against a change in interest rates. As a result of the evolution of the market interest rates, the market value of these hedges has evolved negatively.
Translation differences arise from fluctuations in the exchange rates of group companies that report in foreign currencies. In 2019, the euro decreased in value against most relevant currencies, which on balance is reflected in positive translation differences of 7.1 million euros (including minority interests).
With the introduction of the amended IAS 19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in the other comprehensive income. The decrease in the discount rate explains the actuarial losses.
| (€ 1,000) | 2019 | 2018 |
|---|---|---|
| I. Non-current assets | 10,478,704 | 9,768,821 |
| Intangible assets | 126,902 | 176,802 |
| Goodwill | 331,550 | 339,738 |
| Tangible assets | 2,909,167 | 2,711,097 |
| Land and buildings | 403,032 | 348,592 |
| Plant. machinery and equipment | 1,899,461 | 1,865,980 |
| Furniture and vehicles | 53,457 | 29,372 |
| Other tangible assets | 5,245 | 4,518 |
| Assets under construction and advance payments | 547,971 | 462,635 |
| Investment property | 1,336,093 | 1,137,531 |
| Participations accounted for using the equity method | 1,202,477 | 1,184,765 |
| Financial fixed assets | 254,824 | 296,467 |
| Financial assets : shares - Fair value through P/L (FVPL) | 154,418 | 113,526 |
| Receivables and warranties | 100,406 | 182,941 |
| Non-current hedging instruments | 1,213 | 2,000 |
| Amounts receivable after one year | 194,739 | 185,495 |
| Trade receivables | 0 | 0 |
| Finance lease receivables | 183,386 | 178,971 |
| Other receivables | 11,353 | 6,524 |
| Deferred tax assets | 111,004 | 108,297 |
| Banks - receivables from credit institutions and clients after one year | 4,010,736 | 3,626,628 |
| II. Current assets | 4,782,119 | 4,371,576 |
| Inventories | 458,096 | 332,385 |
| Amounts due from customers under construction contracts | 99,893 | 85,755 |
| Investments | 476,513 | 494,420 |
| Financial assets : shares - Fair value through P/L (FVPL) | 55,717 | 37,291 |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 420,628 | 456,813 |
| Financial assets : shares - Fair value through OCI (FVOCI) | 168 | 316 |
| Financial assets - at amortised cost Current hedging instruments |
0 911 |
0 451 |
| Amounts receivable within one year | 1,201,722 | 1,449,334 |
| Trade debtors | 938,560 | 1,138,482 |
| Finance lease receivables | 70,706 | 64,367 |
| Other receivables | 192,456 | 246,485 |
| Current tax receivables | 25,927 | 29,516 |
| Banks - receivables from credit institutions and clients within one year | 1,595,849 | 1,424,040 |
| Banks - loans and advances to banks | 141,306 | 127,693 |
| Banks - loans and receivables (excluding leases) | 999,823 | 936,664 |
| Banks - cash balances with central banks | 454,720 | 359,683 |
| Cash and cash equivalents | 887,985 | 513,588 |
| Time deposits for less than three months | 217,717 | 56,661 |
| Cash | 670,268 | 456,927 |
| Deferred charges and accrued income | 35,221 | 42,088 |
| III. Assets held for sale | 40,724 | 25,067 |
| Total assets | 15,301,547 | 14,165,464 |
For more details regarding the impact of the first time application of IFRS 16 Leases, we refer to Disclosure 7.1 New IFRS standards.
The breakdown of the consolidated balance sheet per segment is shown on pages 30-31 of this report. This reveals that the full consolidation of Bank J.Van Breda & C° (Private Banking segment) has a significant impact on both the balance sheet total and the balance sheet structure of AvH. Bank J.Van Breda & C° contributes 6,380.9 million euros to the balance sheet total of 15,301.5 million euros, and although this bank is solidly capitalized with a Core Tier1 ratio of 13.1%, its balance sheet ratios, as explained by the nature of its activity, are different from those of the other companies in the consolidation scope. To improve the readability of the consolidated balance sheet, certain items from the balance sheet of Bank J.Van Breda & C° have been summarized in the consolidated balance sheet.
| (€ 1,000) | 2019 | 2018 |
|---|---|---|
| I. Total equity | 4,681,834 | 4,357,996 |
| Equity - group share | 3,456,109 | 3,176,447 |
| Issued capital | 113,907 | 113,907 |
| Share capital | 2,295 | 2,295 |
| Share premium | 111,612 | 111,612 |
| Consolidated reserves | 3,439,322 | 3,124,841 |
| Revaluation reserves | -64,472 | -34,190 |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 3,469 | 1,569 |
| Financial assets : shares - Fair value through OCI (FVOCI) | 41 | 228 |
| Hedging reserves | -43,889 | -13,529 |
| Actuarial gains (losses) defined benefit pension plans | -23,019 | -14,996 |
| Translation differences | -1,074 | -7,462 |
| Treasury shares (-) | -32,648 | -28,111 |
| Minority interests | 1,225,725 | 1,181,549 |
| II. Non-current liabilities | 3,100,095 | 2,435,214 |
| Provisions | 45,541 | 80,048 |
| Pension liabilities | 75,990 | 62,904 |
| Deferred tax liabilities | 164,694 | 191,983 |
| Financial debts | 1,906,344 | 1,340,204 |
| Bank loans | 1,466,076 | 1,120,304 |
| Bonds | 204,152 | 143,356 |
| Subordinated loans | 37,422 | 18,916 |
| Finance and operational leases (incl. IFRS 16) | 151,984 | 53,927 |
| Other financial debts | 46,710 | 3,700 |
| Non-current hedging instruments | 96,874 | 59,203 |
| Other amounts payable after one year | 31,429 | 32,543 |
| Banks - non-current debts to credit institutions. clients & securities | 779,224 | 668,329 |
| Banks - deposits from credit institutions | 0 | 0 |
| Banks - deposits from clients | 729,872 | 594,294 |
| Banks - debt certificates including bonds | 0 | 0 |
| Banks - subordinated liabilities | 49,352 | 74,035 |
| III. Current liabilities | 7,519,619 | 7,372,201 |
| Provisions | 37,701 | 50,760 |
| Pension liabilities | 331 | 358 |
| Financial debts | 625,560 | 672,919 |
| Bank loans | 279,208 | 214,864 |
| Bonds | 49,969 | 275,826 |
| Subordinated loans | 13,216 | 4,580 |
| Finance and operational leases (incl. IFRS 16) | 42,707 | 9,924 |
| Other financial debts | 240,460 | 167,724 |
| Current hedging instruments | 10,563 | 12,569 |
| Amounts due to customers under construction contracts | 169,751 | 224,540 |
| Other amounts payable within one year | 1,569,197 | 1,734,272 |
| Trade payables | 1,305,836 | 1,487,232 |
| Advances received on construction contracts | 861 | 1,270 |
| Amounts payable regarding remuneration and social security | 197,967 | 189,210 |
| Other amounts payable | 64,533 | 56,559 |
| Current tax payables | 59,441 | 56,212 |
| Banks - current debts to credit institutions. clients & securities | 4,946,466 | 4,551,832 |
| Banks - deposits from credit institutions | 27,825 | 27,634 |
| Banks - deposits from clients | 4,650,623 | 4,232,779 |
| Banks - debt certificates including bonds | 241,367 | 275,208 |
| Banks - subordinated liabilities | 26,651 | 16,211 |
| Accrued charges and deferred income | 100,608 | 68,739 |
| IV. Liabilities held for sale | 0 | 54 |
| Total equity and liabilities | 15,301,547 | 14,165,464 |
| (€ 1,000) | 2019 | 2018 |
|---|---|---|
| I. Cash and cash equivalents, opening balance | 513,588 | 637,027 |
| Profit (loss) from operating activities | 447,598 | 398,723 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments | -121,899 | -50,421 |
| Dividends from participations accounted for using the equity method | 62,192 | 67,565 |
| Other non-operating income (expenses) | 4,442 | 716 |
| Income taxes (paid) | -69,274 | -84,563 |
| Non-cash adjustments | ||
| Depreciation | 342,950 | 297,044 |
| Impairment losses | 28,628 | 40,661 |
| Share based payment | -144 | -362 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | -23,531 | -3,704 |
| (Decrease) increase of provisions | -35,823 | -21,268 |
| Other non-cash expenses (income) | -2,425 | -2,091 |
| Cash flow | 632,713 | 642,299 |
| Decrease (increase) of working capital | -41,361 | -213,822 |
| Decrease (increase) of inventories and construction contracts | -123,584 | -58,347 |
| Decrease (increase) of amounts receivable | 211,038 | -308,384 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | -530,741 | -336,488 |
| Increase (decrease) of liabilities (other than financial debts) | -95,940 | 96,120 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) | 507,257 | 379,047 |
| Decrease (increase) other | -9,392 | 14,230 |
| Cash flow from operating activities | 591,352 | 428,478 |
| Investments | -1,040,894 | -1,103,222 |
| Acquisition of intangible and tangible assets | -503,154 | -505,916 |
| Acquisition of investment property | -212,713 | -182,707 |
| Acquisition of financial fixed assets (business combinations included) | -76,049 | -52,612 |
| Cash acquired through business combinations | 38,212 | 72,454 |
| New amounts receivable | -22,315 | -54,112 |
| Acquisition of investments | -264,875 | -380,329 |
| Divestments | 625,524 | 538,011 |
| Disposal of intangible and tangible assets | 14,456 | 16,027 |
| Disposal of investment property | 42,350 | 3,500 |
| Disposal of financial fixed assets (business disposals included) | 202,698 | 159,945 |
| Cash disposed of through business disposals | -26,483 | 0 |
| Reimbursements of amounts receivable | 96,889 | 9,241 |
| Disposal of investments | 295,615 | 349,297 |
| Cash flow from investing activities | -415,370 | -565,211 |
| Financial operations | ||
| Interest received | 18,708 | 10,412 |
| Interest paid | -43,749 | -40,343 |
| Other financial income (costs) | -11,157 | -12,852 |
| Decrease (increase) of treasury shares | -6,108 | 768 |
| (Decrease) increase of financial debts | 389,404 | 158,592 |
| Investments and divestments in controlling interests | -7,478 | 48,641 |
| Distribution of profits | -76,741 | -73,019 |
| Dividends paid to minority interests | -65,960 | -76,820 |
| Cash flow from financial activities | 196,919 | 15,379 |
| II. Net increase (decrease) in cash and cash equivalents | 372,901 | -121,355 |
| Change in consolidation scope or method | 0 | -2,794 |
| Impact of exchange rate changes on cash and cash equivalents | 1,496 | 709 |
| III. Cash and cash equivalents - ending balance | 887,985 | 513,588 |
The first time adoption of IFRS 16 Leases has no impact on the cash flow statement.
A number of line items have been added to the presentation of the cash flow statement (to make the link with the note on 'Business combinations & disposals' more transparent, among other reasons); accordingly, the 2018 presentation was adapted as well.
| (€ 1,000) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital & share premium |
Consolidated reserves |
Fair value through OCI Bonds - (FVOCI) |
Fair value through OCI Shares - (FVOCI) |
Hedging reserves |
Actuarial gains (losses) defined benefit pension plans |
Translation differences |
Treasury shares |
group share Equity - |
Minority interests |
Total equity | |
| Opening balance, 1 january 2018 | 113,907 | 2,908,037 | 1,544 | 351 | -10,204 | -15,083 | -15,774 | -29,828 | 2,952,951 | 1,211,448 | 4,164,398 |
| Profit | 289,639 | 289,639 | 152,134 | 441,773 | |||||||
| Unrealised results | 24 | -123 | -3,325 | 87 | 8,312 | 4,976 | -3,072 | 1,904 | |||
| Total of realised and unrealised results |
0 | 289,639 | 24 | -123 | -3,325 | 87 | 8,312 | 0 | 294,615 | 149,061 | 443,677 |
| Distribution of dividends of the previous financial year |
-73,019 | -73,019 | -76,820 | -149,839 | |||||||
| Operations with treasury shares | 1,716 | 1,716 | 1,716 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
184 | 184 | -102,141 | -101,957 | |||||||
| Ending balance, 31 December 2018 |
113,907 | 3,124,841 | 1,569 | 228 | -13,529 | -14,996 | -7,462 | -28,111 | 3,176,447 | 1,181,549 | 4,357,996 |
| (€ 1,000) | |||||||||||
| Issued capital & share premium |
Consolidated reserves |
Fair value through OCI Bonds - (FVOCI) |
Fair value through OCI Shares - |
Hedging | |||||||
| (FVOCI) | reserves | Actuarial gains (losses) defined benefit pension plans |
Translation differences |
Treasury shares |
group share Equity - |
Minority interests |
Total equity | ||||
| Closing balance, 31 December 2018 |
113,907 | 3,124,841 | 1,569 | 228 | -13,529 | -14,996 | -7,462 | -28,111 | 3,176,447 | 1,181,549 | 4,357,996 |
| Impact IFRS 16 - Leases | 0 | 0 | |||||||||
| Opening balance, 1 January 2019 | 113,907 | 3,124,841 | 1,569 | 228 | -13,529 | -14,996 | -7,462 | -28,111 | 3,176,447 | 1,181,549 | 4,357,996 |
| Profit | 394,900 | 394,900 | 118,971 | 513,871 | |||||||
| Unrealised results | 1,901 | -187 | -30,360 | -8,023 | 6,388 | -30,282 | -21,580 | -51,862 | |||
| Total of realised and unrealised results |
0 | 394,900 | 1,901 | -187 | -30,360 | -8,023 | 6,388 | 0 | 364,618 | 97,392 | 462,009 |
| Distribution of dividends of the previous financial year |
-76,741 | -76,741 | -65,960 | -142,702 | |||||||
| Operations with treasury shares | -4,537 | -4,537 | -4,537 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
-3,678 | -3,678 | 12,745 | 9,067 |
For comments on the other comprehensive income, see Note 2 on page 21 of this report. The impact of the new accounting standard "IFRS 16 Leases" on equity is nil and this is explained in Disclosure 7.1 New IFRS Standards on page 39 of this report.
On June 5, 2019, AvH paid a dividend of 2.32 euros per share.
In 2019, AvH has purchased 65,500 of its own shares in order to hedge options for the benefit of the staff. Over the same period, the beneficiaries of the share option plan exercised options on 36,500 AvH shares. At the end of 2019, options were outstanding for a total of 343,000 AvH shares. In order to hedge these (and future) obligations, AvH owned 363,000 own shares on the same date.
In addition, 89,238 AvH shares were purchased and 93,125 shares were sold in the course of 2019 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but, as they take place on behalf of AvH, the net sale of 3,887 AvH shares has an impact on AvH's equity. On December 31, 2019, the number of own shares in the portfolio in the context of this liquidity agreement amounts to 5,528.
The item "Other" in the "Minority interests" column arises, among other aspects, from the changes in the AvH consolidation scope (i.e. the sale of Residalya, an increased stake in CFE and Rent-A-Port, and the acquisition of control/full consolidation of Infra Asia Investments). We refer to Explanatory note 6 Segment reporting on page 26 for more details.
The item "Other" in the colomn "Consolidated reserves" includes a.o. the eliminations of results on sales of treasury shares, the impact of the acquisition of minority interests and the impact of the measurement of the purchase obligation on certain shares.
DEME (global integration 60.91%), CFE (global integration 60.91%), Rent-A-Port (global integration 80.46%) and Green Offshore (global integration 80.46%).
In the first quarter of 2019, AvH and CFE each increased their stake in Rent-A-Port from 45% to 50%. Together they now own 100% of the capital of this company.
The purchase of 118,000 CFE shares (+0.47%) on the stock market in 2019 led mechanically to a higher beneficial interest of AvH in DEME (60.91%), Rent-A-Port (80.46%) and Green Offshore (80.46%).
Delen Private Bank (equity method 78.75%), Bank J.Van Breda & C° (global integration 78.75%) and FinAx (global integration 100%).
Extensa (global integration 100%), Leasinvest Real Estate (global integration 30%), Leasinvest Real Estate Management (global integration 100%) and Anima Care (global integration 92.5%).
In March 2019, AvH and Hervé Hardy, founder and CEO, reached an agreement on the sale of 100% of the share capital of HPA, the parent company of Residalya, to DomusVi. The transaction was completed at the end of June 2019. In the consolidated accounts, the participation in Residalya was transferred to "held for sale" in Q1 2019, and was deconsolidated on June 28, 2019.
Segment 4
SIPEF (equity method 32.33%), AvH India Resources (global integration 100%) and Sagar Cements (equity method 19.86%).
AvH's stake in SIPEF increased from 31.59 % to 32.33% in 2019.
Following an extraordinary general meeting of Sagar Cements, 3,100,000 warrants that are convertible into shares were issued in January 2019. AvH India Resources has subscribed to 1,550,000 convertible warrants, and 775,000 of these have already been converted. The beneficial interest of AvH India Resources in Sagar Cements thereby increased to 19.86%.
AvH India Resources holds no other participations than in Sagar Cements.
AvH acquired a 60% stake in Biolectric Group in February 2019, with Philippe Jans as CEO. This participation is fully consolidated as of January 1, 2019.
In Q1 2019, AvH sold its 50% stake in Henschel Engineering NV, a company that no longer has any industrial activities and that owns land and buildings situated in Wilrijk. As a result of this sale, Henschel Engineering is no longer included in the perimeter of the Telemond Consortium, in which AvH still holds 50%, as was the case before.
During the first half of 2019, AvH's shareholding percentage in Mediahuis Partners increased from 26.21% to 26.72%. This evolution is the result of minor changes in the shareholder structure of the company and not of an additional direct investment by AvH. Mediahuis Partners has a 50.57% stake in Mediahuis. As a result, the transitive interest of AvH in Mediahuis amounts to 13.51%.
In the course of 2019, AvH acquired new participations in Biotalys (formerly Agrosavfe) and Medikabazaar (5.37% directly, along with an indirect interest through Health Quad I Fund).
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2019 |
|
| Revenue | 3,731,484 | 172,944 | 264,448 | 33 | 103,520 | -2,032 | 4,270,398 |
| Rendering of services | 89,221 | 1,931 | -1,883 | 89,270 | |||
| Lease revenue | 9,270 | 1,596 | 10,866 | ||||
| Real estate revenue | 59,065 | 158,116 | 217,181 | ||||
| Interest income - banking activities | 92,243 | 92,243 | |||||
| Fees and commissions - banking activities | 69,131 | 69,131 | |||||
| Revenue from construction contracts | 3,596,586 | 98,705 | 3,695,290 | ||||
| Other operating revenue | 75,834 | 2,300 | 15,514 | 33 | 2,884 | -149 | 96,416 |
| Other operating income | 0 | 450 | 5,068 | 0 | 1,867 | -776 | 6,609 |
| Interest on financial fixed assets - receivables | 0 | ||||||
| Dividends | 450 | 5,068 | 1,029 | 6,547 | |||
| Government grants | 0 | ||||||
| Other operating income | 838 | -776 | 62 | ||||
| Operating expenses (-) | -3,577,267 | -117,942 | -164,630 | -166 | -117,641 | 2,808 | -3,974,839 |
| Raw materials and consumables used (-) | -2,138,039 | -77,428 | -47,759 | -2,263,227 | |||
| Changes in inventories of finished goods, raw materials & consumables (-) | 35,575 | 23,701 | 155 | 59,431 | |||
| Interest expenses Bank J.Van Breda & C° (-) | -24,597 | -24,597 | |||||
| Employee expenses (-) | -655,795 | -45,512 | -66,811 | -41,820 | -809,938 | ||
| Depreciation (-) | -320,853 | -7,708 | -9,587 | -4,802 | -342,950 | ||
| Impairment losses (-) | -25,629 | -1,365 | -145 | -86 | -27,225 | ||
| Other operating expenses (-) | -507,498 | -37,046 | -34,940 | -166 | -24,008 | 2,808 | -600,850 |
| Provisions | 34,971 | -1,714 | 580 | 679 | 34,516 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 15,491 | 0 | 8,040 | 0 | 23,531 |
| Financial assets - Fair value through P/L (FVPL) | 10,143 | 8,040 | 18,182 | ||||
| Investment property | 5,348 | 5,348 | |||||
| Profit (loss) on disposal of assets | 7,400 | 738 | 49 | 0 | 113,711 | 0 | 121,899 |
| Realised gain (loss) on intangible and tangible assets | 6,135 | 294 | -45 | -5 | 6,379 | ||
| Realised gain (loss) on investment property | -308 | -308 | |||||
| Realised gain (loss) on financial fixed assets | 729 | 403 | 112,083 | 113,216 | |||
| Realised gain (loss) on other assets | 536 | 444 | 1,633 | 2,613 | |||
| Profit (loss) from operating activities | 161,618 | 56,190 | 120,426 | -133 | 109,497 | 0 | 447,598 |
| Finance income | 39,600 | 12 | 5,527 | 3 | 1,806 | -1,361 | 45,586 |
| Interest income | 15,495 | 12 | 4,896 | 1,666 | -1,361 | 20,708 | |
| Other finance income | 24,104 | 631 | 3 | 140 | 24,878 | ||
| Finance costs (-) | -50,658 | -1 | -20,646 | -1 | -1,636 | 1,361 | -71,582 |
| Interest expenses (-) | -22,098 | -13,974 | -622 | 1,361 | -35,333 | ||
| Other finance costs (-) | -28,560 | -1 | -6,673 | -1 | -1,014 | -36,248 | |
| Derivative financial instruments designated at fair value through profit and loss |
0 | -781 | -4,589 | 0 | 0 | -5,370 | |
| Share of profit (loss) from equity accounted investments | 36,551 | 93,406 | 8,824 | -1,272 | 17,444 | 154,952 | |
| Other non-operating income | 2,042 | 2,400 | 0 | 0 | 0 | 4,442 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 189,152 | 151,226 | 109,541 | -1,404 | 127,111 | 0 | 575,627 |
| Income taxes | -40,109 | -15,465 | -6,010 | 0 | -171 | 0 | -61,756 |
| Deferred taxes | 10,735 | 65 | 1,649 | 88 | 12,537 | ||
| Current taxes | -50,844 | -15,530 | -7,659 | -259 | -74,292 | ||
| Profit (loss) after tax from continuing operations | 149,043 | 135,761 | 103,531 | -1,404 | 126,940 | 0 | 513,871 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) of the period | 149,043 | 135,761 | 103,531 | -1,404 | 126,940 | 0 | 513,871 |
| Minority interests | 57,128 | 8,422 | 53,340 | 110 | -29 | 118,971 | |
| Share of the group | 91,915 | 127,339 | 50,192 | -1,514 | 126,969 | 394,900 | |
The consolidated revenue decreased by 187.8 million euros (4%) in 2019 compared to the previous year. This decrease is to be found almost entirely (183.7 million euros) in the "Real Estate & Senior Care" segment. It is the result of, on the one hand, the sale in 2019 of the French senior care group Residalya (which in 2018 had still contributed 123.5 million euros in revenue) and, on the other hand, 75.5 million euros less revenue (primarily lower sales of residential real estate by Extensa). The activities of Leasinvest Real Estate and Anima Care, however, did grow in 2019.
In "Marine Engineering & Contracting", DEME realized a slightly lower turnover (1%) and lower other operating revenue. CFE reported increased turnover from its construction activity, whereas sales from real estate development decreased in 2019. At Rent-A-Port, the stake in Infra Asia Investments is fully consolidated as of 2019 (as opposed to the equity method in previous years). Consequently, the turnover of Rent-A-Port from its development activities in Vietnam is included in the turnover figure as of 2019. In the "Private Banking" segment, increased lending by Bank J.Van Breda & C° failed to translate into a commensurate increase in interest income due to the low interest rate environment. There was a strong increase in commission income, however, and in 2019 it already represented 40% of total revenue.
In the "AvH & Growth Capital" segment, Biolectric Group has also begun in 2019 to make a modest contribution (5.8 million euros) to the revenue. Agidens reported a revenue increase of 12.5%.
The other operating income consisted in 2019 primarily of the dividends (5.1 million euros) that Leasinvest Real Estate received on its Retail Estates shares and of 1.0 million euros in dividends on non-consolidated participations and on AvH's investment portfolio.
The operating expenses are obviously impacted by the same events and developments as already described above in connection with the revenue. Moreover, DEME's continued investments of recent years in the modernization and expansion of its fleet (a.o. with the vessels Living Stone, Apollo, Omalius and the Medco vessels) and the first time application of IFRS 16 translated into a marked increase (by 39.0 million euros) in depreciation costs. The implementation of the new IFRS 16 accounting standard, as a result of which leases are divided into a financing component and a depreciation component, led to an increase in depreciation cost by 31.2 million euros in AvH's 2019 consolidated financial statements. The impairment losses in 2019 were limited to 27.2 million euros (2018: 40.5 million euros). They consist primarily of impairment losses on receivables at DEME in the amount of 8.6 million euros (amongst others as a result of the Senvion insolvency for 10.8 million euros), at CFE in the amount of 16.9 million euros (including a write-down on old receivables on Chad) and on limited provisions for credit losses at Bank J.Van Breda & C° (1.4 million euros).
CFE was able to reverse 35.5 million euros worth of provisions that had been constituted in previous financial years. Of this amount, 12.9 million euros is a reversal of the provision for contingent liabilities that AvH had constituted following the acquisition of control over CFE at the end of 2013 and that were released in 2019 in view of the fact that CFE accounts for the financial implications of the relevant risks in its own financial statements. An amount of 22.5 million euros relates to net reversals of provisions by CFE in connection with general risks and charges, guarantees and restructuring.
In 2019, the profit on assets/liabilities designated at fair value through profit and loss was positive at 23.5 million euros (2018: 3.7 million euros). An amount of 10.1 million euros relates to the fair value valuation at year-end 2019 of the Retail Estates shares that Leasinvest Real Estate holds in portfolio, an 8.0 million euro increase in the value of AvH's investment portfolio, and the remeasurement of investment property of Extensa and Leasinvest Real Estate.
In 2019, AvH realized 121.9 million euros profit on disposal of assets. This is for the most part explained by the substantial gain of 105.7 million euros realized on the disposal of the stake in the French retirement home group Residalya. In the "AvH & Growth Capital" segment, the balance is explained by a.o. the gain of 1.9 million euros on the disposal of the 50% participation in Henschel Engineering, a Belgian division of the Telemond group which owns a property in Wilrijk that is no longer used for industrial purposes, and an additional gain of 3.1 million euros on the sale (realized in 2017) of the interest in Ogeda. Gains realized on other assets include a.o. the payment (first part) of 1.6 million euros which AvH received from the Fortis settlement. In the "Marine Engineering & Contracting" segment, DEME realized limited gains on the disposal of a.o. the old vessels Buzzard, Zenne and Atlantico Due.
The balance of finance income and finance costs turned out 13.4 million euros less negative in 2019. The consolidated net interest expenses were limited to 14.6 million euros (2018: 25.9 million euros). The disappearance of Residalya from the consolidation scope also plays a part in this.
Several group companies use financial instruments to hedge against the impact of interest rate or exchange rate fluctuations. The impact on the results of such derivative financial instruments designated at fair value through profit and loss turned out negative at 5.4 million euros in 2019 (2018: 0.1 million euros positive). This is primarily explained by the evolution of the fair value of hedging instruments at Leasinvest Real Estate. Several group companies also have hedging instruments of which the fair value fluctuations are directly recognized in equity, and for which reference is made to the notes on page 21 of this report.
The share of profit from equity accounted investments amounted to 155.0 million euros, which is virtually the same as the previous year (153.9 million euros). This item summarizes the whole contribution to the result from the entities that are not fully consolidated (jointly controlled subsidiaries and associated participating interests). In this regard it should be pointed out that in 2019, as a result of the restructuring of the shareholding structure above Bank J.Van Breda & C° and Delen Private Bank, as was explained in the 2018 annual report, the contribution of Delen Private Bank is recognized directly in equity at 78.75% instead of at 100% followed by a 21.25% adjustment for the minority interest, as was still the case in 2018.
The other non-operating income in 2019 resulted from the acquisition of IPEM Reclamation shares by Rent-A-Port and ABK by Bank J.Van Breda & C°.
The income taxes amounted to 61.8 million euros for the 2019 financial year (2018: 72.2 million euros). As was already the case in previous years, account must be taken of the profit contribution from equity accounted investments. Their contribution is summarized under one item, after tax. Since the taxes borne by those entities are not visible in AvH's consolidated financial statements, the real tax cost is underestimated. Furthermore, in 2019 a substantial part of the result derived from realized capital gains (such as 105.7 million euros on the sale of Residalya) that are exempt from tax.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2018 |
|
| Revenue | 3,757,557 | 167,429 | 448,113 | 13 | 87,057 | -1,989 | 4,458,181 |
| Rendering of services | 3,180 | 204,574 | 1,833 | -1,843 | 207,745 | ||
| Lease revenue | 8,656 | 1,583 | 10,239 | ||||
| Real estate revenue | 94,696 | 221,880 | 316,576 | ||||
| Interest income - banking activities | 95,126 | 95,126 | |||||
| Fees and commissions - banking activities | 61,224 | 61,224 | |||||
| Revenue from construction contracts | 3,543,530 | 82,550 | 3,626,080 | ||||
| Other operating revenue | 116,151 | 2,423 | 20,076 | 13 | 2,674 | -146 | 141,192 |
| Other operating income | 7,670 | 701 | 4,402 | 0 | 2,712 | -1,194 | 14,290 |
| Interest on financial fixed assets - receivables | 7,619 | 110 | 1,254 | -1,124 | 7,858 | ||
| Dividends | 50 | 701 | 4,293 | 634 | 5,677 | ||
| Government grants | 0 | ||||||
| Other operating income | 824 | -70 | 754 | ||||
| Operating expenses (-) | -3,537,890 | -116,061 | -358,598 | -74 | -117,308 | 2,059 | -4,127,873 |
| Raw materials and consumables used (-) | -2,078,801 | -150,385 | -43,720 | -2,272,906 | |||
| Changes in inventories of finished goods, raw materials & consumables (-) | -27,361 | 10,836 | 38 | -16,488 | |||
| Interest expenses Bank J.Van Breda & C° (-) | -24,841 | -24,841 | |||||
| Employee expenses (-) | -637,476 | -42,857 | -124,631 | -37,106 | -842,070 | ||
| Depreciation (-) | -272,495 | -4,446 | -17,131 | -2,972 | -297,044 | ||
| Impairment losses (-) | -19,802 | -3,011 | -4,438 | -13,283 | -40,533 | ||
| Other operating expenses (-) | -528,755 | -37,102 | -74,007 | -74 | -20,261 | 2,059 | -658,139 |
| Provisions | 26,799 | -3,804 | 1,158 | -4 | 24,149 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 6,285 | 0 | -2,581 | 0 | 3,704 |
| Financial assets held for trading | 5,555 | -2,581 | 2,974 | ||||
| Investment property | 730 | 730 | |||||
| Profit (loss) on disposal of assets | 7,879 | 482 | 30,692 | 0 | 11,368 | 0 | 50,421 |
| Realised gain (loss) on intangible and tangible assets | 7,530 | -29 | 9 | 7,510 | |||
| Realised gain (loss) on investment property | 0 | ||||||
| Realised gain (loss) on financial fixed assets | 349 | -27 | 30,721 | 11,125 | 42,168 | ||
| Realised gain (loss) on other assets | 509 | 234 | 743 | ||||
| Profit (loss) from operating activities | 235,215 | 52,551 | 130,894 | -61 | -18,752 | -1,124 | 398,723 |
| Finance income | 55,233 | 8 | 4,375 | 0 | 339 | -88 | 59,867 |
| Interest income | 7,501 | 8 | 2,661 | 332 | -88 | 10,414 | |
| Other finance income | 47,732 | 1,714 | 8 | 49,454 | |||
| Finance costs (-) | -71,945 | 0 | -26,951 | -6 | -1,616 | 1,212 | -99,305 |
| Interest expenses (-) | -20,638 | -16,482 | -388 | 1,212 | -36,295 | ||
| Other finance costs (-) | -51,307 | -10,469 | -6 | -1,228 | -63,010 | ||
| Derivative financial instruments designated at fair value throughprofit and loss |
0 | -10 | 124 | 0 | 0 | 114 | |
| Share of profit (loss) from equity accounted investments | 21,910 | 107,089 | 18,860 | 8,040 | -2,047 | 153,853 | |
| Other non-operating income | 0 | 716 | 0 | 0 | 0 | 716 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 240,413 | 160,355 | 127,302 | 7,973 | -22,075 | 0 | 513,968 |
| Income taxes | -49,769 | -11,465 | -9,618 | 0 | -1,343 | 0 | -72,195 |
| Deferred taxes | 91 | 916 | 5,774 | -328 | 6,452 | ||
| Current taxes | -49,860 | -12,381 | -15,392 | -1,015 | -78,647 | ||
| Profit (loss) after tax from continuing operations | 190,644 | 148,890 | 117,685 | 7,973 | -23,418 | 0 | 441,773 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) of the period | 190,644 | 148,890 | 117,685 | 7,973 | -23,418 | 0 | 441,773 |
| Minority interests | 72,563 | 27,589 | 52,405 | 266 | -689 | 152,134 | |
| Share of the group | 118,081 | 121,300 | 65,279 | 7,707 | -22,729 | 289,639 | |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2019 |
|
| I. Non-current assets | 3,263,140 | 5,003,045 | 1,728,076 | 234,027 | 260,684 | -10,267 | 10,478,704 |
| Intangible assets | 94,871 | 1,680 | 30,120 | 231 | 126,902 | ||
| Goodwill | 177,127 | 134,247 | 8,449 | 11,727 | 331,550 | ||
| Tangible assets | 2,633,912 | 52,061 | 192,993 | 30,201 | 2,909,167 | ||
| Land and buildings | 156,881 | 44,385 | 179,713 | 22,053 | 403,032 | ||
| Plant. machinery and equipment | 1,892,734 | 2,003 | 3,535 | 1,189 | 1,899,461 | ||
| Furniture and vehicles | 39,821 | 3,458 | 4,000 | 6,179 | 53,457 | ||
| Other tangible assets | 308 | 1,038 | 3,335 | 563 | 5,245 | ||
| Assets under construction and advance payments | 544,168 | 1,177 | 2,409 | 217 | 547,971 | ||
| Investment property | 1,336,093 | 1,336,093 | |||||
| Participations accounted for using the equity method |
151,821 | 638,067 | 12,495 | 234,027 | 166,067 | 1,202,477 | |
| Financial fixed assets | 97,942 | 1,323 | 119,651 | 46,175 | -10,267 | 254,824 | |
| Financial assets : shares - Fair value through P/L (FVPL) | 5,563 | 113,376 | 35,479 | 154,418 | |||
| Receivables and warranties | 92,379 | 1,323 | 6,275 | 10,696 | -10,267 | 100,406 | |
| Non-current hedging instruments | 381 | 832 | 1,213 | ||||
| Amounts receivable after one year | 7,018 | 161,986 | 21,842 | 3,892 | 194,739 | ||
| Trade receivables | 0 | ||||||
| Finance lease receivables | 161,986 | 21,400 | 183,386 | ||||
| Other receivables | 7,018 | 443 | 3,892 | 11,353 | |||
| Deferred tax assets | 100,449 | 2,564 | 5,600 | 2,391 | 111,004 | ||
| Banks - receivables from credit institutions and clients after one year |
4,010,736 | 4,010,736 | |||||
| II. Current assets | 2,014,225 | 2,147,323 | 317,423 | 231 | 309,835 | -6,918 | 4,782,119 |
| Inventories | 305,713 | 151,330 | 1,053 | 458,096 | |||
| Amounts due from customers under construction contracts |
57,344 | 31,032 | 11,517 | 99,893 | |||
| Investments | 3 | 420,796 | 55,713 | 476,513 | |||
| Financial assets : shares - Fair value through P/L (FVPL) | 3 | 55,713 | 55,717 | ||||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 420,628 | 420,628 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 168 | 168 | |||||
| Financial assets - at amortised cost | 0 | ||||||
| Current hedging instruments | 751 | 160 | 911 | ||||
| Amounts receivable within one year | 960,941 | 102,809 | 89,521 | 11 | 54,660 | -6,220 | 1,201,722 |
| Trade debtors | 886,539 | 100 | 29,293 | 23,772 | -1,145 | 938,560 | |
| Finance lease receivables | 70,086 | 620 | 70,706 | ||||
| Other receivables | 74,402 | 32,623 | 59,607 | 11 | 30,888 | -5,075 | 192,456 |
| Current tax receivables | 23,307 | 1,458 | 1,163 | 25,927 | |||
| Banks - receivables from credit institutions and clients within one year |
1,595,849 | 1,595,849 | |||||
| Banks - loans and advances to banks | 141,306 | 141,306 | |||||
| Banks - loans and receivables (excl. finance leases) |
999,823 | 999,823 | |||||
| Banks - cash balances with central banks | 454,720 | 454,720 | |||||
| Cash and cash equivalents | 644,971 | 18,270 | 41,008 | 220 | 183,517 | 887,985 | |
| Time deposits for less than three months | 57,000 | 4,804 | 155,913 | 217,717 | |||
| Cash | 587,970 | 18,270 | 36,204 | 220 | 27,604 | 670,268 | |
| Deferred charges and accrued income | 21,196 | 9,439 | 3,074 | 2,211 | -698 | 35,221 | |
| III. Assets held for sale | 40,280 | 444 | 40,724 | ||||
| Total assets | 5,317,645 | 7,150,368 | 2,045,942 | 234,258 | 570,519 | -17,185 | 15,301,547 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2019 |
|
| I. Total equity | 1,815,178 | 1,331,613 | 798,452 | 234,245 | 502,346 | 4,681,834 | |
| Shareholders' equity - group share | 1,086,037 | 1,211,241 | 428,478 | 234,245 | 496,109 | 3,456,109 | |
| Issued capital | 113,907 | 113,907 | |||||
| Share capital | 2,295 | 2,295 | |||||
| Share premium Consolidated reserves |
1,148,384 | 1,206,906 | 440,443 | 221,350 | 111,612 422,238 |
111,612 3,439,322 |
|
| Revaluation reserves | -62,348 | 4,335 | -11,965 | 12,895 | -7,388 | -64,472 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 3,469 | 3,469 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 41 | 41 | |||||
| Hedging reserves | -31,693 | -9 | -12,225 | 40 | -1 | -43,889 | |
| Actuarial gains (losses) defined benefit pension plans | -22,592 | -1,294 | -951 | 1,818 | -23,019 | ||
| Translation differences | -8,063 | 2,129 | 260 | 13,806 | -9,205 | -1,074 | |
| Treasury shares (-) | -32,648 | -32,648 | |||||
| Minority interests | 729,141 | 120,372 | 369,974 | 6,238 | 1,225,725 | ||
| II. Non-current liabilities | 1,430,129 | 850,224 | 816,504 | 13,505 | -10,267 | 3,100,095 | |
| Provisions | 31,765 | 10,640 | 2,485 | 651 | 45,541 | ||
| Pension liabilities | 70,269 | 5,539 | 40 | 142 | 75,990 | ||
| Deferred tax liabilities | 105,253 | 57,818 | 1,623 | 164,694 | |||
| Financial debts | 1,202,741 | 3,231 | 699,871 | 10,767 | -10,267 | 1,906,344 | |
| Bank loans | 937,911 | 520,465 | 7,701 | 1,466,076 | |||
| Bonds | 60,049 | 144,103 | 204,152 | ||||
| Subordinated loans | 37,414 | 7 | 37,422 | ||||
| Finance and operational leases (incl. IFRS 16) | 114,131 | 3,231 | 31,563 | 3,060 | 151,984 | ||
| Other financial debts | 53,236 | 3,741 | -10,267 | 46,710 | |||
| Non-current hedging instruments | 9,251 | 40,427 | 47,196 | 96,874 | |||
| Other amounts payable after one year | 10,850 | 11,163 | 9,095 | 322 | 31,429 | ||
| Banks - debts to credit institutions, clients & securities | 779,224 | 779,224 | |||||
| Banks - deposits from credit institutions | 0 | ||||||
| Banks - deposits from clients | 729,872 | 729,872 | |||||
| Banks - debt certificates including bonds | 0 | ||||||
| Banks - subordinated liabilities | 49,352 | 49,352 | |||||
| III. Current liabilities | 2,072,339 | 4,968,531 | 430,986 | 13 | 54,668 | -6,918 | 7,519,619 |
| Provisions | 30,564 | 22 | 7,020 | 95 | 37,701 | ||
| Pension liabilities | 331 | 331 | |||||
| Financial debts | 278,743 | 2,449 | 327,785 | 21,658 | -5,075 | 625,560 | |
| Bank loans | 199,258 | 72,899 | 7,051 | 279,208 | |||
| Bonds | 49,969 | 49,969 | |||||
| Subordinated loans | 13,208 | 7 | 13,216 | ||||
| Finance and operational leases (incl. IFRS 16) | 36,471 | 2,449 | 2,006 | 1,781 | 42,707 | ||
| Other financial debts | 29,805 | 202,911 | 12,819 | -5,075 | 240,460 | ||
| Current hedging instruments | 9,356 | 1,207 | 10,563 | ||||
| Amounts due to customers under construction contracts | 164,999 | 4,752 | 169,751 | ||||
| Other amounts payable within one year | 1,460,660 | 11,906 | 71,078 | 10 | 26,688 | -1,145 | 1,569,197 |
| Trade payables | 1,240,371 | 46 | 52,635 | 10 | 13,920 | -1,145 | 1,305,836 |
| Advances received | 10 | 851 | 861 | ||||
| Amounts payable regarding remuneration and social security | 170,407 | 8,432 | 8,105 | 11,023 | 197,967 | ||
| Other amounts payable | 49,883 | 3,428 | 10,328 | 894 | 64,533 | ||
| Current tax payables | 49,922 | 1,253 | 7,320 | 4 | 943 | 59,441 | |
| Banks - debts to credit institutions, clients & securities | 4,946,466 | 4,946,466 | |||||
| Banks - deposits from credit institutions Banks - deposits from clients |
27,825 4,650,623 |
27,825 4,650,623 |
|||||
| Banks - debt certificates including bonds | 241,367 | 241,367 | |||||
| Banks - subordinated liabilities | 26,651 | 26,651 | |||||
| Accrued charges and deferred income | 78,093 | 4,897 | 17,784 | 532 | -698 | 100,608 | |
| IV. Liabilities held for sale | 0 | ||||||
| Total equity and liabilities | 5,317,645 | 7,150,368 | 2,045,942 | 234,258 | 570,519 | -17,185 | 15,301,547 |
The strong commercial dynamic of Bank J.Van Breda & C° already accounts for an increase in the balance sheet total of the consolidated AvH group by 558 million euros. Loans to clients increased further to more than 5 billion euros (+436 million euros), financed by 553.4 million euros worth of additional deposits received from clients.
The "Marine Engineering & Contracting" (+314.7 million euros) and "AvH & Growth Capital" (+194.1 million euros) segments account for the rest of the increase in the balance sheet total. In "Marine Engineering & Contracting", this increase is primarily the result of the full consolidation by Rent-A-Port of its stake in Infra Asia Investments (previously equity method) and of the balance sheet increase at DEME (+118.7 million euros). In "AvH & Growth Capital", the participation in Biolectric Group is fully consolidated with effect from the 2019 financial year, resulting in an increase by 15.7 million euros. Additionally, in 2019 AvH sold its stake in the French retirement home group Residalya for 165 million euros.
The intangible assets decreased by 49.9 million euros to 126.9 million euros compared to year-end 2018. This decrease is explained to the amount of 59.9 million euros by the sale of the stake in the French retirement home group Residalya in the first half of 2019. This sale also led to a decrease in goodwill by 21.3 million euros. The full consolidation of Biolectric Group (AvH 60%), however, led to the recognition in 2019 of 11.7 million euros goodwill in "AvH & Growth Capital". Anima Care expanded its retirement home network with the acquisition of two residential care facilities, Villa 34 and Rossignol in Braine l'Alleud, whereupon it recognized a limited goodwill. The balance of the increase in intangible assets is virtually entirely accounted for by the first-time full consolidation of Infra Asia Investments by Rent-A-Port.
The increase in tangible assets by 198.1 million euros is attributable to the amount of 251.6 million euros to "Marine Engineering & Contracting". Not only did DEME make substantial additional investments in the modernization of its fleet in the course of 2019 (434.7 million euros); the first-time application of IFRS 16 in the 2019 financial year also led to the recognition of a new category of fixed assets at DEME to the amount of 107.0 million euros. The implementation of this new accounting standard across the whole group led to the recognition of assets worth 127.3 million euros at the end of 2019. Furthermore, the disposal of Residalya naturally also led to a decrease of 106.4 million euros, which however is partly offset by 30,7 million euros in additional investments by Anima Care, a.o. in new retirement homes in Anderlecht, Zoutleeuw and Bilzen.
Investment property represented 1,336.1 million euros at year-end 2019, an increase of 198.6 million euros compared to the previous year. Of this increase, 88 million euros is explained by the expansion of the real estate portfolio of Leasinvest Real Estate in Austria and Luxembourg reduced by its divestments, while the rest represents the increase in Extensa's investments, primarily on the Tour & Taxis site (Gare Maritime, Parking Maritime and Hotel de la Poste).
Participations accounted for using the equity method increased by 17.7 million euros compared to last year. Since AvH did not acquire or dispose of any new participations in 2019 that are accounted for using the equity method, the evolution is explained by the results of those participations (154.9 million euros), less the dividends paid by those companies (62.2 million euros). The balance is explained by additional investments (for example in SIPEF and Sagar Cements) and by changes in the consolidation scope.
The financial fixed assets amounted to 254.8 million euros at year-end 2019, a decrease by 41.6 million euros compared to 2018, despite the acquisition by Leasinvest Real Estate of additional Retail Estates shares, the increase in fair value during the course of 2019 to a total of 113.4 million euros, and the increase in the financial assets of "AvH & Growth Capital" following the investments of 2019 in, a.o., Biotalys, Medikabazaar, Onco DNA, and the reclassification from 'Assets held for sale' of the 45% participation in the French group Transpalux. The decrease is in fact attributable to the repayment in the course of 2019 of financing that had been provided for the construction of the offshore wind farms by Merkur (DEME), Rentel (DEME, AvH, CFE).
The finance lease receivables arise from the activities of Van Breda Car Finance ("Private Banking" segment) and of Extensa and Leasinvest Real Estate in "Real Estate & Senior Care". The accounts comprise both a long-term and a short-term component.
The inventories increased by 125.7 million euros compared to last year. Of this figure, 108.4 million euros is explained by the full consolidation of Infra Asia Investments by Rent-A-Port as of 2019, as a result of which its landholdings (land) are expressed in the consolidated balance sheet. The rest of the increase is attributable to the increased landholdings of CFE (+28.3 million euros) and the changes in inventories of raw materials at both DEME and CFE.
Investments in "AvH & Growth Capital" increased by 18.5 million euros thanks to fair value increases as well as additional investments. The bond portfolio of Bank J.Van Breda & C° was reduced to 420.6 million euros (2018: 456.8 million euros).
The cash and cash equivalents increased by 374.4 million euros compared with yearend 2018. AvH has a comfortable cash position, which was further strengthened by 165 million euros from the disposal of its stake in Residalya. In "Marine Engineering & Contracting", the volume of cash increased by 254.2 million euros. DEME substantially increased its drawdowns on loans during 2019, which means that those figures need to be analysed on a net basis.
The assets held for sale amounted to 40.7 million euros at year-end 2019 and include DEME's stake in the German offshore wind farm Merkur, Rent-A-Port's stake in a project company which is developing (part of) the land in Vietnam, and a property of Anima Care that is no longer in use. The Kennedy building (Leasinvest Real Estate) and Luchthavenlaan (Extensa) properties which at year-end 2018 were reported as assets held for sale were effectively sold in 2019. On the other hand, the planned disposal of the 45% stake in Transpalux did not go ahead due to lack of financing on the part of the prospective buyer.
The evolution of the consolidated equity is explained in section 5 on page 25.
The non-current provisions decreased by 34.5 million euros in 2019. Of this amount, 12.9 million euros represents the release of part of the provision constituted by AvH for contingent liabilities upon the acquisition of CFE in 2013. This release is due to the fact that the corresponding risks have since been accounted for in CFE's own consolidated financial statements or have disappeared. Another 11.0 million euros (2018: 25.1 million euros) relates to project companies of DEME/CFE/Extensa which at year-end 2019 had negative equity.
The non-current financial debt of the group increased by 566.1 million euros. The current financial debt, however, decreased by 47.4 million euros, and as was pointed out earlier, the cash and cash equivalents increased by 374.4 million euros. The first-time application of IFRS 16 caused the financial debt to increase by 133.2 million euros on a consolidated basis. The increase in net financial debt is to be found for the most part (165.3 million euros) in "Marine Engineering & Contracting" as a result of the investments by DEME, the full consolidation of Infra Asia Investments by Rent-A-Port, and in general a significant impact of the first-time application of IFRS 16. Besides the cash revenue of 165 million euros, the disposal of Residalya also led to the elimination from the group of a net financial debt of 77.4 million euros.
In February 2019, DEME repaid its bond of 200 million euros and replaced it with conventional bank loans.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2018 |
|
| I. Non-current assets | 3,127,131 | 4,554,231 | 1,662,897 | 221,606 | 220,361 | -17,405 | 9,768,821 |
| Intangible assets | 89,603 | 1,528 | 85,197 | 475 | 176,802 | ||
| Goodwill | 177,127 | 134,247 | 28,363 | 339,738 | |||
| Tangible assets | 2,382,353 | 44,401 | 257,420 | 26,923 | 2,711,097 | ||
| Land and buildings | 77,134 | 42,203 | 206,860 | 22,395 | 348,592 | ||
| Plant. machinery and equipment | 1,860,603 | 6 | 4,474 | 896 | 1,865,980 | ||
| Furniture and vehicles | 13,040 | 294 | 12,657 | 3,380 | 29,372 | ||
| Other tangible assets | 552 | 1,809 | 1,905 | 252 | 4,518 | ||
| Assets under construction and advance payments | 431,023 | 89 | 31,523 | 462,635 | |||
| Investment property Participations accounted for using the equity method |
194,547 | 585,540 | 1,137,531 32,765 |
221,606 | 150,307 | 1,137,531 1,184,765 |
|
| Financial fixed assets | 181,135 | 1,054 | 95,159 | 36,524 | -17,405 | 296,467 | |
| Financial assets : shares - Fair value through P/L (FVPL) | 3,255 | 91,824 | 18,447 | 113,526 | |||
| Receivables and warranties | 177,880 | 1,054 | 3,335 | 18,077 | -17,405 | 182,941 | |
| Non-current hedging instruments | 9 | 1,295 | 696 | 2,000 | |||
| Amounts receivable after one year | 2,448 | 156,875 | 22,618 | 3,554 | 185,495 | ||
| Trade receivables | 0 | ||||||
| Finance lease receivables | 156,875 | 22,096 | 178,971 | ||||
| Other receivables | 2,448 | 522 | 3,554 | 6,524 | |||
| Deferred tax assets | 99,909 | 2,663 | 3,147 | 2,578 | 108,297 | ||
| Banks - receivables from credit institutions and clients after one year |
3,626,628 | 3,626,628 | |||||
| II. Current assets | 1,875,800 | 1,992,452 | 362,626 | 412 | 150,736 | -10,451 | 4,371,576 |
| Inventories | 181,451 | 150,415 | 519 | 332,385 | |||
| Amounts due from customers under construction contracts | 50,943 | 26,042 | 8,770 | 85,755 | |||
| Investments | 3 | 457,129 | 113 | 37,175 | 494,420 | ||
| Financial assets : shares - Fair value through P/L (FVPL) | 3 | 113 | 37,175 | 37,291 | |||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 456,813 | 456,813 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 316 | 316 | |||||
| Financial assets - at amortised cost | 0 | ||||||
| Current hedging instruments | 275 | 176 | 451 | ||||
| Amounts receivable within one year | 1,200,042 | 93,266 | 114,678 | 50,150 | -8,801 | 1,449,334 | |
| Trade debtors | 1,093,581 | 30,895 | 15,123 | -1,116 | 1,138,482 | ||
| Finance lease receivables | 63,682 | 685 | 64,367 | ||||
| Other receivables | 106,461 | 29,584 | 83,097 | 35,028 | -7,685 | 246,485 | |
| Current tax receivables | 24,257 | 881 | 3,282 | 4 | 1,092 | 29,516 | |
| Banks - receivables from credit institutions and clients within one year |
1,424,040 | 1,424,040 | |||||
| Banks - loans and advances to banks | 127,693 | 127,693 | |||||
| Banks - loans and receivables (excluding leases) | 936,664 | 936,664 | |||||
| Banks - cash balances with central banks | 359,683 | 359,683 | |||||
| Cash and cash equivalents | 390,746 | 9,355 | 62,785 | 409 | 50,293 | 513,588 | |
| Time deposits for less than three months | 28,240 | 1 | 4,552 | 23,868 | 56,661 | ||
| Cash | 362,506 | 9,354 | 58,234 | 409 | 26,425 | 456,927 | |
| Deferred charges and accrued income | 28,083 | 7,605 | 5,312 | 2,738 | -1,649 | 42,088 | |
| III. Assets held for sale | 19,753 | 5,314 | 25,067 | ||||
| Total assets | 5,002,931 | 6,546,683 | 2,045,277 | 222,018 | 376,412 | -27,856 | 14,165,464 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between |
Total 2018 |
|
| Contracting | segments | ||||||
| I. Total equity | 1,726,910 | 1,265,115 | 830,804 | 222,012 | 313,154 | 4,357,996 | |
| Equity - group share | 1,044,472 | 1,149,019 | 450,091 | 222,012 | 310,853 | 3,176,447 | |
| Issued capital | 113,907 | 113,907 | |||||
| Share capital | 2,295 | 2,295 | |||||
| Share premium | 111,612 | 111,612 | |||||
| Consolidated reserves | 1,071,973 | 1,147,315 | 457,491 | 212,576 | 235,486 | 3,124,841 | |
| Revaluation reserves | -27,501 | 1,704 | -7,400 | 9,436 | -10,429 | -34,190 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 1,569 | 1,569 | |||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 228 | 228 | |||||
| Hedging reserves | -3,501 | -71 | -10,281 | 117 | 208 | -13,529 | |
| Actuarial gains (losses) defined benefit pension plans | -15,427 | -145 | -9 | -871 | 1,455 | -14,996 | |
| Translation differences | -8,573 | 123 | 2,891 | 10,190 | -12,092 | -7,462 | |
| Treasury shares (-) | -28,111 | -28,111 | |||||
| Minority interests | 682,439 | 116,096 | 380,713 | 2,301 | 1,181,549 | ||
| II. Non-current liabilities | 962,984 | 707,047 | 773,470 | 9,118 | -17,405 | 2,435,214 | |
| Provisions | 66,913 | 8,874 | 2,836 | 1,425 | 80,048 | ||
| Pension liabilities | 57,553 | 4,528 | 823 | 62,904 | |||
| Deferred tax liabilities | 119,441 | 70,884 | 1,657 | 191,983 | |||
| Financial debts | 703,997 | 647,804 | 5,808 | -17,405 | 1,340,204 | ||
| Bank loans | 598,767 | 516,311 | 5,227 | 1,120,304 | |||
| Bonds | 29,805 | 113,552 | 143,356 | ||||
| Subordinated loans | 18,902 | 14 | 18,916 | ||||
| Finance leases | 37,997 | 15,363 | 567 | 53,927 | |||
| Other financial debts | 18,528 | 2,578 | -17,405 | 3,700 | |||
| Non-current hedging instruments | 9,354 | 14,048 | 35,801 | 59,203 | |||
| Other amounts payable after one year | 5,725 | 11,268 | 15,322 | 228 | 32,543 | ||
| Banks - non-current debts to credit institutions. clients & securities | 668,329 | 668,329 | |||||
| Banks - deposits from credit institutions | 0 | ||||||
| Banks - deposits from clients | 594,294 | 594,294 | |||||
| Banks - debt certificates including bonds | 0 | ||||||
| Banks - subordinated liabilities | 74,035 | 74,035 | |||||
| III. Current liabilities | 2,313,036 | 4,574,521 | 440,950 | 6 | 54,139 | -10,451 | 7,372,201 |
| Provisions | 44,205 | 18 | 6,536 | 50,760 | |||
| Pension liabilities | 358 | 358 | |||||
| Financial debts | 357,997 | 296,612 | 25,679 | -7,367 | 672,919 | ||
| Bank loans Bonds |
137,010 200,137 |
76,480 75,689 |
1,374 | 214,864 275,826 |
|||
| Subordinated loans | 4,573 | 7 | 4,580 | ||||
| Finance leases | 8,325 | 1,301 | 299 | 9,924 | |||
| Other financial debts | 7,952 | 143,141 | 23,999 | -7,367 | 167,724 | ||
| Current hedging instruments | 10,990 | 1,546 | 33 | 12,569 | |||
| Amounts due to customers under construction contracts | 216,222 | 740 | 7,579 | 224,540 | |||
| Other amounts payable within one year | 1,601,027 | 13,764 | 101,105 | 2 | 19,490 | -1,116 | 1,734,272 |
| Trade payables | 1,412,207 | 15 | 66,434 | 2 | 9,689 | -1,116 | 1,487,232 |
| Advances received on construction contracts | 1,270 | 1,270 | |||||
| Amounts payable regarding remuneration and social security | 150,717 | 9,892 | 20,221 | 8,381 | 189,210 | ||
| Other amounts payable | 38,103 | 3,857 | 13,180 | 1,420 | 56,559 | ||
| Current tax payables | 43,666 | 75 | 11,569 | 4 | 899 | 56,212 | |
| Banks - current debts to credit institutions. clients & securities | 4,551,832 | 4,551,832 | |||||
| Banks - deposits from credit institutions | 27,634 | 27,634 | |||||
| Banks - deposits from clients | 4,232,779 | 4,232,779 | |||||
| Banks - debt certificates including bonds | 275,208 | 275,208 | |||||
| Banks - subordinated liabilities | 16,211 | 16,211 | |||||
| Accrued charges and deferred income | 38,930 | 6,928 | 24,355 | 493 | -1,967 | 68,739 | |
| IV. Liabilities held for sale | 54 | 54 | |||||
| Total equity and liabilities | 5,002,931 | 6,546,683 | 2,045,277 | 222,018 | 376,412 | -27,856 | 14,165,464 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2019 |
|
| I. Cash and cash equivalents - | |||||||
| opening balance | 390,746 | 9,355 | 62,785 | 409 | 50,293 | 513,588 | |
| Profit (loss) from operating activities | 161,618 | 56,190 | 120,426 | -133 | 109,497 | 447,598 | |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-7,400 | -738 | -49 | -113,711 | -121,899 | ||
| Dividends from participations accounted for using the equity method |
12,018 | 44,525 | 600 | 111 | 4,938 | 62,192 | |
| Other non-operating income (expenses) | 2,042 | 2,400 | 4,442 | ||||
| Income taxes (paid) | -45,826 | -15,530 | -7,659 | -259 | -69,274 | ||
| Non-cash adjustments | |||||||
| Depreciation | 320,853 | 7,708 | 9,587 | 4,802 | 342,950 | ||
| Impairment losses | 26,827 | 1,522 | 193 | 86 | 28,628 | ||
| Share based payment | -1,398 | 80 | 1,174 | -144 | |||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-15,491 | -8,040 | -23,531 | ||||
| (Decrease) increase of provisions | -36,636 | 1,000 | 492 | -679 | -35,823 | ||
| Other non-cash expenses (income) | -2,146 | -1,205 | 926 | -2,425 | |||
| Cash flow | 431,348 | 94,474 | 108,180 | -22 | -1,267 | 632,713 | |
| Decrease (increase) of working capital | 14,384 | -40,305 | -10,836 | 0 | -1,994 | -2,610 | -41,361 |
| Decrease (increase) of inventories and construction contracts | -103,272 | -13,973 | -6,339 | -123,584 | |||
| Decrease (increase) of amounts receivable | 215,782 | -13,772 | 14,420 | -8 | -2,775 | -2,610 | 211,038 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-530,741 | -530,741 | |||||
| Increase (decrease) of liabilities (other than financial debts) | -94,578 | 1,720 | -9,629 | 8 | 6,540 | -95,940 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
507,257 | 507,257 | |||||
| Decrease (increase) other | -3,549 | -4,769 | -1,653 | 579 | -9,392 | ||
| Cash flow from operating activities | 445,731 | 54,169 | 97,344 | -23 | -3,261 | -2,610 | 591,352 |
| Investments | -467,162 | -263,330 | -268,447 | -12,207 | -30,206 | 458 | -1,040,894 |
| Acquisition of intangible and tangible assets | -460,505 | -8,324 | -32,342 | -1,984 | -503,154 | ||
| Acquisition of investment property | -212,713 | -212,713 | |||||
| Acquisition of financial fixed assets (business combinations included) | -27,910 | -18,028 | -12,207 | -17,904 | -76,049 | ||
| Cash aquired through business combinations | 36,652 | 867 | 692 | 38,212 | |||
| New amounts receivable | -15,400 | -296 | -6,232 | -846 | 458 | -22,315 | |
| Acquisition of investments | -254,710 | -10,165 | -264,875 | ||||
| Divestments | 112,441 | 294,344 | 44,660 | 0 | 181,806 | -7,727 | 625,524 |
| Disposal of intangible and tangible assets | 13,889 | 362 | 188 | 17 | 14,456 | ||
| Disposal of investment property | 42,350 | 42,350 | |||||
| Disposal of financial fixed assets (business disposals included) | 1,663 | 28,605 | 172,429 | 202,698 | |||
| Cash disposed of through business disposals | -26,483 | -26,483 | |||||
| Reimbursements of amounts receivable | 96,889 | 7,727 | -7,727 | 96,889 | |||
| Disposal of investments | 293,982 | 1,633 | 295,615 | ||||
| Cash flow from investing activities | -354,721 | 31,014 | -223,788 | -12,207 | 151,600 | -7,269 | -415,370 |
| Financial operations | |||||||
| Interest received | 15,495 | 12 | 2,896 | 1,666 | -1,361 | 18,708 | |
| Interest paid | -30,236 | -14,252 | -622 | 1,361 | -43,749 | ||
| Other financial income (costs) | -4,169 | -1 | -6,041 | 2 | -947 | -11,157 | |
| Decrease (increase) of treasury shares | -6,108 | -6,108 | |||||
| (Decrease) increase of financial debts | 226,175 | -2,890 | 163,901 | -7,661 | 9,878 | 389,404 | |
| Investments and divestments in controlling interests | 6,811 | -14,289 | -7,478 | ||||
| Distribution of profits | -76,741 | -76,741 | |||||
| Dividends paid intra group | -36,916 | -68,000 | -7,949 | 112,865 | 0 | ||
| Dividends paid to minority interests | -26,692 | -5,481 | -33,787 | -65,960 | |||
| Cash flow from financial activities | 150,469 | -76,360 | 104,767 | 2 | 8,163 | 9,878 | 196,919 |
| II. Net increase (decrease) in cash and cash equivalents | 241,479 | 8,824 | -21,676 | -12,228 | 156,502 | 372,901 | |
| Transfer between segments | 11,250 | 12,030 | -23,280 | 0 | |||
| Impact of exchange rate changes on cash and cash equivalents | 1,495 | 91 | -101 | 9 | 2 | 1,496 | |
| III. Cash and cash equivalents - ending balance |
644,971 | 18,270 | 41,008 | 220 | 183,517 | 887,985 | |
The cash flow of the group over the full year 2019 amounted to 632.7 million euros, slightly (1.5%) lower than 642.3 million euros last year.
Nevertheless, the group reported a 48.9 million euros higher profit from operating activities in 2019. For comments on the composition of that figure, see the Note on page 28 of this report.
The reclassification of the profit on disposal of assets to cash flow from divestments was greater than last year, which is entirely due to the substantial capital gains that were recorded in 'AvH & Growth Capital", primarily on the disposal of the participations in Residalya, Henschel Engineering and Ogeda (positive price adjustment on the transaction of 2017).
During 2019, the group received 62.2 million euros in dividends from participations accounted for using the equity method. Although this is 5.4 million euros less than in 2018, it should be pointed out that the participation in Delen Private Bank, following the restructuring of its shareholding, was recognized directly at 78.75% instead of at the full 100% less a minority interest of 21.25%, as was still the case in 2018.
Income taxes in 2019 were responsible for a cash outflow of 69.3 million euros. The decrease (-15.3 million euros) compared to last year is to be found in "Marine Engineering & Contracting" in line with the lower profit from operating activities in this segment, and in "Real Estate & Senior Care" as a result of the deconsolidation of Residalya.
The non-cash adjustments are, as a whole, virtually equal to those in 2018: the increased depreciation costs on tangible and intangible assets (+ 45.9 million euros) are offset by a 12.0 million euros lower adjustment for impairment losses, by a 19.8 million euros higher adjustment for profit on assets designated at fair value through profit and loss, and by a 14.6 million euros higher release of provisions.
The depreciation costs decreased in "Real Estate & Senior Care" due to the deconsolidation of Residalya. This, however, is amply offset by the increased depreciation costs in the other segments, particularly in "Marine Engineering & Contracting", where DEME's sustained efforts in the expansion and renewal of its fleet translate into 33.0 million euros higher depreciation, which amounted to 295.9 million euros.
Impairment losses in 2019 were limited to 28.6 million euros (2018: 40.7 million euros). Except for the limited impairment loss on loans at Bank J.Van Breda & C° and smaller items in the other segments, those losses are to be found primarily in "Marine Engineering & Contracting". DEME recognized an impairment loss of 8.6 million euros (amongst others as a result of the Senvion insolvency for 10.8 million euros), while CFE reported impairment losses of 16.9 million euros (including a write-down on old receivables on Chad).
The operating results of 2019 comprise 23.5 million euros profits on assets designated at fair value: these include 8.0 million euros remeasurement gain on the investment portfolio and on financial assets at AvH & subholdings, 10.1 million euros remeasurement gain (increasing stock market price) on the Retail Estates shares held by Leasinvest Real Estate, 4.1 million euros remeasurement of investment property of Leasinvest Real Estate, while the remainder consists of gains from fair value adjustments on investment property of Extensa.
In 2019, decrease of provisions accounts for 35.8 million euros of the operating result. CFE in particular released a total of 22.5 million euros in view of the favourable progress of a lawsuit involving a real estate project; likewise, a provision that had been constituted in previous years for geopolitical risks was reversed. As a result of the impairment losses recorded by CFE in its profit & loss account 2019, an amount of 12.9 million euros had to be released in AvH's consolidated financial statements of the provisions for contingent liabilities that AvH had constituted in 2013 on the acquisition of control over CFE in order to anticipate certain risks it had assessed at the time.
After a vigorous increase by 213.8 million euros in 2018, the working capital requirement increased by 41.4 million euros in 2019 as well. Unlike in 2018, this increase was mainly situated in the "Private Banking" segment rather than in "Marine Engineering & Contracting". Bank J.Van Breda & C° indeed reported a particularly strong increase in its commercial volumes in 2019, with on balance the increase in lending slightly exceeding that of deposits received and financing.
The combination of a 9.6 million euros lower cash flow and a 172.5 million euros lower increase in working capital requirement resulted in a markedly higher cash flow from operating activities in 2019, which amounted to 591.4 million euros, or a 38% increase compared to last year.
The AvH group maintained its high level of investment in 2019, with a total of 1,040.9 million euros, which is only slightly lower than in the record year 2018 (1,103.2 million euros). It should also be noted that this limited decrease is amply explained by a smaller amount in terms of acquisition of investments by Bank J.Van Breda & C° as part of its normal ALM policy.
The group's acquisition of intangible and tangible assets remained virtually on the same high level at 503.2 million euros (2018: 505.9 million euros). In 2019 it was again mainly DEME that made substantial investments (434.7 million euros) in the modernization and expansion of its fleet. This amount does not include the sum of 107.0 million euros from leases that are reported in the balance sheet in application (since 2019) of the new IFRS 16 accounting standard. What is included, however, is the 75.5 million euros maintenance and repair costs that are incurred to extend the life of the vessels and are consequently capitalized on the balance sheet in accordance with IAS 16. For Anima Care, too, 2019 was a year of heavy investments (30.7 million euros): besides various minor alterations to several residential care centres, most of this amount went to the three new-build residences in Anderlecht (Erasmus site), Zoutleeuw and Bilzen, which were already brought into use in the last quarter of 2019.
Investment property: Extensa invested 107.7 million euros and Leasinvest Real Estate 105.0 million euros in the expansion of their real estate portfolio. Extensa invested further in the renovation of several historic buildings on the Tour & Taxis site, for the most part in the Gare Maritime complex and the underground car park that belongs to it. Leasinvest Real Estate in 2019 acquired two retail properties near Shopping City Süd in Vösendorf near Vienna in Austria, and also acquired two more office buildings in the EBBC Business Park in Luxembourg.
Additional financial fixed assets in "Marine Engineering & Contracting" were acquired by DEME and CFE by investing in the capital of several project companies, and by Rent-A-Port which made additional investments in the development companies of two industrial zones in the vicinity of the port of Haiphong (Vietnam). In "Real Estate & Senior Care", Leasinvest Real Estate acquired a total of 11.4 million euros worth of additional shares in the listed real estate company Retail Estates. AvH increased its participation in SIPEF by acquiring 3.3 million euros worth of additional shares, and also invested an additional 8.9 million euros in Sagar Cements. "AvH & Growth Capital" invested in new participations such as Biolectric, Biotalys and Medikabazaar.
Divestments in 2019 generated 625.5 million euros in cash (2018 : 538.0 million euros).
In "Real Estate & Senior Care", Leasinvest Real Estate in 2019 sold its Kennedy building in Luxembourg and the Riverside Business Park in Belgium. The balance of the disposal of investment property (totalling 42.4 million euros) related to the sale of a small property by Extensa.
The cash proceeds from the disposal of financial fixed assets peaked at 202.7 million euros thanks to the sale by AvH of its participations in primarily Residalya (165.0 million euros), Henschel Engineering (3.5 million euros) and the earn out for Ogeda (3.1 million euros). The sale of the office building developed for Deloitte on the Cloche d'Or site in Luxembourg, which was 50% owned by Extensa through a development company, also contributed to this.
The offshore wind farms Rentel (in Belgium) and Merkur (in Germany) were both operational in 2019. In the development phase of those wind farms, DEME (Rentel and Merkur) and Green Offshore (Rentel) had also provided substantial financing that was repaid to a large extent during 2019 from cash flow from operating activities and refinancing. Several real estate development companies in which CFE participates also repaid 13.5 million euros worth of financing.
The disposal of investments amounted to 53.7 million euros less than last year. This movement should be seen in conjunction with the acquisition of investments, since both these items relate exclusively to the investment portfolio that Bank J.Van Breda & C° holds in the long term.
The (net) cash flow from financial activities amounted to 196.9 million euros in 2019, compared to just 15.4 million euros in 2018. This is primarily explained by the uptake of 389.4 million euros additional financial debts (2018: 158.6 million euros). In this respect it should be pointed out that this increase of financial debt by 389.4 million euros is almost entirely offset by the increase of cash and cash equivalents by 374.4 million euros.
The balance of interest received less interest paid over the full year 2019 in fact turned out 4.9 million euros less negative than in 2018.
"Marine Engineering & Contracting" accounts for 226.2 million euros of the increase of financial debts. DEME took up 254.2 million euros worth of extra financial debts. In "Real Estate & Senior Care", too, the additional investments were reflected in the uptake of extra financing (Extensa 85.0 million euros; Leasinvest Real Estate 62.1 million euros, and Anima Care 18.5 million euros).
Dividends paid to minority interests related to dividends that were paid in 2019 to the minority shareholders of a.o. CFE (23.8 million euros), Bank J.Van Breda & C° (5.5 million euros), Leasinvest Real Esate (18.5 million euros) and participations of Extensa (15.2 million euros).
| (€ 1,000) | |
|---|---|
| Financial debts at 31-12-2018 | 2,013,123 |
| Changes in Cashflow statement | 389,404 |
| Other adjustments : | |
| - IFRS 16 Leases (opening balance) | 131,448 |
| - IFRS 16 Leases (2019) | 30,068 |
| - Changes in consolidation scope - acquisitions | 70,911 |
| - Changes in consolidation scope - divestments | -103,949 |
| - Impact of exchange rates | 345 |
| - Others | 552 |
| Financial debts at 31-12-2019 | 2,531,904 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2018 |
|
| I. Cash and cash equivalents - | |||||||
| opening balance | 524,994 | 3,762 | 48,930 | 402 | 58,939 | 637,027 | |
| Profit (loss) from operating activities | 235,215 | 52,551 | 130,894 | -61 | -18,752 | -1,124 | 398,723 |
| Reclassification 'Profit (loss) on disposal of assets' | |||||||
| to cash flow from divestments | -7,879 | -482 | -30,692 | -11,368 | -50,421 | ||
| Dividends from participations accounted for using the equity method |
5,825 | 52,263 | 1,766 | 73 | 7,638 | 67,565 | |
| Other non-operating income (expenses) | 0 | 716 | 716 | ||||
| Income taxes (paid) | -55,776 | -12,381 | -15,392 | 0 | -1,015 | -84,563 | |
| Non-cash adjustments | |||||||
| Depreciation | 272,495 | 4,446 | 17,131 | 2,972 | 297,044 | ||
| Impairment losses | 19,802 | 3,148 | 4,429 | 13,283 | 40,661 | ||
| Share based payment | -1,498 | 163 | 973 | -362 | |||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-6,285 | 2,581 | -3,704 | ||||
| (Decrease) increase of provisions | -24,250 | 4,304 | -1,126 | -196 | -21,268 | ||
| Other non-cash expenses (income) | -3,070 | 269 | -120 | 830 | -2,091 | ||
| Cash flow | 442,363 | 103,336 | 100,768 | 12 | -3,054 | -1,124 | 642,299 |
| Decrease (increase) of working capital | -213,714 | 10,645 | 9,511 | 18 | -26,446 | 6,165 | -213,822 |
| Decrease (increase) of inventories and construction contracts | -64,473 | 10,631 | -4,505 | -58,347 | |||
| Decrease (increase) of amounts receivable | -289,957 | -28,245 | -1,824 | 19 | 5,459 | 6,165 | -308,384 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-336,488 | -336,488 | |||||
| Increase (decrease) of liabilities (other than financial debts) | 134,724 | -2,394 | -9,905 | -1 | -26,304 | 96,120 | |
| Increase (decrease) of debts to credit institutions, | 379,047 | 379,047 | |||||
| clients & securities (banks) | |||||||
| Decrease (increase) other | 5,993 | -1,275 | 10,608 | -1,096 | 14,230 | ||
| Cash flow from operating activities | 228,649 | 113,981 | 110,279 | 30 | -29,500 | 5,041 | 428,478 |
| Investments | -450,192 | -368,096 | -239,731 | -7,360 | -39,780 | 1,937 | -1,103,222 |
| Acquisition of intangible and tangible assets | -453,483 | -5,867 | -43,084 | -3,482 | -505,916 | ||
| Acquisition of investment property | -182,707 | -182,707 | |||||
| Acquisition of financial fixed assets (business combinations included) | -18,489 | -289 | -12,990 | -7,360 | -13,485 | -52,612 | |
| Cash aquired through business combinations | 72,454 | 72,454 | |||||
| New amounts receivable | -50,674 | -236 | -950 | -4,188 | 1,937 | -54,112 | |
| Acquisition of investments | -361,704 | -18,625 | -380,329 | ||||
| Divestments | 34,152 | 330,654 | 107,664 | 65,541 | 538,011 | ||
| Disposal of intangible and tangible assets | 15,834 | 155 | 38 | 16,027 | |||
| Disposal of investment property | 3,500 | 3,500 | |||||
| Disposal of financial fixed assets (business disposals included) | 9,564 | 103,477 | 46,904 | 159,945 | |||
| Cash disposed of through business disposals | 0 | ||||||
| Reimbursements of amounts receivable | 8,755 | 486 | 9,241 | ||||
| Disposal of investments | 330,654 | 45 | 18,598 | 349,297 | |||
| Cash flow from investing activities | -416,039 | -37,442 | -132,067 | -7,360 | 25,760 | 1,937 | -565,211 |
| Financial operations | |||||||
| Interest received | 7,501 | 8 | 2,659 | 332 | -88 | 10,412 | |
| Interest paid | -23,934 | -17,234 | -388 | 1,212 | -40,343 | ||
| Other financial income (costs) | -3,605 | -8,196 | -6 | -1,045 | -12,852 | ||
| Decrease (increase) of treasury shares | 768 | 768 | |||||
| (Decrease) increase of financial debts | 136,537 | 50,704 | -20,548 | -8,102 | 158,592 | ||
| Investments and divestments in controlling interests | 52,317 | -3,676 | 48,641 | ||||
| Distribution of profits | -73,019 | -73,019 | |||||
| Dividends paid intra group | -36,695 | -55,913 | -7,410 | 100,017 | 0 | ||
| Dividends paid to minority interests | -24,060 | -15,161 | -37,600 | -76,820 | |||
| Cash flow from financial activities | 55,745 | -71,065 | 35,241 | -6 | 2,442 | -6,977 | 15,379 |
| II. Net increase (decrease) in cash and cash equivalents | -131,646 | 5,474 | 13,452 | -7,336 | -1,298 | -121,355 | |
| Transfer between segments | 7,360 | -7,360 | 0 | ||||
| Change in consolidation scope or method | -3,314 | 119 | 401 | -2,794 | |||
| Impact of exchange rate changes on cash and cash equivalents | 712 | 2 | -17 | 12 | 709 | ||
| III. Cash and cash equivalents - | |||||||
| ending balance | 390,746 | 9,355 | 62,785 | 409 | 50,293 | 513,588 | |
A number of line items have been added to the presentation of the cash flow statement (to make the link with the note on 'Business combinations & disposals' more transparent, among other reasons); accordingly, the 2018 presentation was adapted as well.
7.1. Basis for the presentation of the condensed financial statements
The condensed consolidated financial statements of AvH relating the financial year 2019 are issued in accordance with IAS 34.
Following new standards and amendments to existing standards published by the IASB, are applied as from January 1, 2019.
This new standard sets out the principles for the recognition, valuation and provision of information relating to leasing contracts (1/1/2019), and replaces IAS 17. As a result, operating lease and rental obligations (such as real estate leases) appear on the balance sheet.
An asset (the right to use the leased property) and a financial obligation to pay rent are recognised under the new standard. The only exceptions to this are short-term or lowvalue lease contracts. The group has applied the simplified transition approach, taking into account the cumulative effect of the first application of the standard as of January 1, 2019 and, consequently, the comparative figures (financial year 2018) were not restated.
In accordance with IFRS 16 C8(b) ii, the Group has opted to value the right to use the asset at an amount equal to the lease obligation, adjusted by the amount of prepaid or current lease payments in respect of that lease, which are included in the balance sheet immediately before the date of first application. As the Group has included the right to use the assets for an amount equal to the lease obligations, there is no impact on the opening balance of equity.
| (€ 1,000) | 31-12-2018 | IFRS 16 | 01-01-2019 |
|---|---|---|---|
| Assets | |||
| Tangible assets | 2,711,097 | 126,790 | 2,837,887 |
| Land and buildings | 348,592 | 92,876 | 441,468 |
| Plant. machinery and equipment | 1,865,980 | 5,311 | 1,871,291 |
| Furniture and vehicles | 29,372 | 28,603 | 57,974 |
| Other tangible assets | 4.518 | 4,518 | |
| Assets under construction and advance payments | 462,635 | 462,635 | |
| Operating lease - as lessor (IAS 17) | 0 | 0 | |
| Investment property | 1,137,531 | 4,659 | 1,142,190 |
| Total impact - Assets | 131,448 | ||
| Liabilities | |||
| Equity - group share | 3,176,447 | 0 | 3,176,447 |
| Financial debts | 2,013,123 | 131,448 | 2,144,572 |
| Non-current financial debts | 1,340,204 | 106,622 | 1,446,826 |
| Current financial debts | 672,919 | 24,826 | 697,746 |
| Total impact - Liabilities | 131,448 |
| (€ 1,000) | |
|---|---|
| Operating lease commitments (31-12-2018) | 177,435 |
| - Deduct - short term lease contracts (exemption) | -924 |
| - Deduct - lease contracts of low-value assets (exemption) | -18 |
| - Add - extension and purchase options | 0 |
| - Other | -6,831 |
| Total lease liabilities (pre-discount) | 169,661 |
| Impact discount | -38,213 |
| Lease liability (01-01-2019) | 131,448 |
The "Others" heading mainly relates to the deduction of non-integrated service components Lease debt 133,249 of the rental debt (insurance and maintenance expenses in the lease contracts for cars), as well as to the deduction of contracts signed in 2018 for assets available after January 1, 2019.
| (€ 1.000) | 2019 |
|---|---|
| Income statement | |
| - Reversal of rental charges | 32,474 |
| - Depreciation | -31,220 |
| Profit (loss) from operating activities (EBIT) | 1,254 |
| EBITDA | 32,474 |
| Interest expenses | -2,406 |
| Net result | -1,152 |
| Balance sheet | |
| Right of use (assets) | 127,292 |
| (€ 1,000) | impact per 01-01-2019 |
|---|---|
| Intangible assets & goodwill | 79,436 |
| Tangible assets | 106,396 |
| Cash and cash equivalents | 26,596 |
| Other assets | 27,657 |
| Total assets | 240,085 |
| Equity (group share) | 80,029 |
| Minority interests | 3,019 |
| Current and non-current financial debts | 103,949 |
| Other liabilities | 53,088 |
| Total equity and liabilities | 240,085 |
| Total assets (including goodwill from PPA at AvH) | 242,653 |
| Total liabilities | -157,037 |
| Minority interests | -3,019 |
| Net assets (100%) | 82,597 |
| Beneficial interest | 71,72% |
| Net assets - group share | 59,242 |
| Realised capital gain | 105,710 |
| Sales price | 164,952 |
In March 2019, AvH and Hervé Hardy, founder and CEO, reached an agreement on the sale of 100% of the share capital of HPA, the parent company of Residalya, to DomusVi. The transaction was completed at the end of June 2019. In the consolidated accounts, the participation in HPA was transferred to "held for sale" in Q1 2019, and later deconsolidated on June 28, 2019.
| Infra Asia Investments (USD 1,000) |
Biolectric Group (EUR 1,000) |
by Anima Care (EUR 1,000) |
|
|---|---|---|---|
| Goodwill and intangible assets | 5,155 | 11,924 | 4,481 |
| Tangible assets | 19,743 | 1,100 | 5,619 |
| Inventory | 92,694 | 938 | 0 |
| Cash and cash equivalents | 38,067 | 692 | 867 |
| Other assets | 53,423 | 326 | 751 |
| Total assets | 209,081 | 14,981 | 11,719 |
| Equity (group share) | 75,855 | 10,026 | 6,612 |
| Minority interests | 14,460 | 0 | 0 |
| Current and non-current financial debts (incl. IFRS 16) | 87,863 | 3,778 | 2,797 |
| Other liabilities | 30,904 | 1,176 | 2,311 |
| Total equity and liabilities | 209,081 | 14,981 | 11,719 |
| Total assets | 209,081 | 14,981 | 11,719 |
| Total liabilities | -118,766 | -4,954 | -5,107 |
| Minority interests | -14,460 | 0 | 0 |
| Net assets (100%) | 75,855 | 10,026 | 6,612 |
| Beneficial interest of Rent-A-Port in Infra Asia Investments Ltd | 60.02% | ||
| Beneficial interest of AvH in Rent-A-Port per 01-01-2019 | 72.20% | ||
| Beneficial interest of AvH | 43.33% | 60.00% | |
| Net assets - share AvH | 32,870 | ||
| Purchase price | 0 | 6,016 | 6,612 |
Infra Asia Investment Ltd, with Rent-A-Port (60%) and partner IPEI (40%) as shareholders, develops various concessions in Vietnam, and, in the past, was included in the consolidated financial statements of Rent-A-Port according to the equity method, due to the joint control. As a result of a new shareholders' agreement that was entered into between Rent-A-Port and IPEI in early 2019, Rent-A-Port acquired exclusive control over Infra Asia Investment Ltd (IAI), whose shareholding remained unchanged.
This acquisition of control meets the definition of a business combination (IFRS 3), whereby the assets and liabilities of IAI must be recognised at their fair value, and the historical 60% stake must be (re)measured at fair value.
The assessment of the fair value has led to the conclusion that the fair value of the underlying assets/liabilities is already in line with the current book value of these assets/liabilities in the financial statements of Rent-A-Port.
At the end of February 2019, AvH acquired a 60% interest in Biolectric, alongside founder and CEO Philippe Jans. Biolectric, founded in 2011, is market leader in the production and sale of compact biogas installations (< 100 kW) for cattle and pig farms and water purifcation stations. Biolectric Group is fully consolidated as of January 1, 2019. The purchase price allocation was finalised in the second half of the year and resulted in the recognition of goodwill of 11.9 million euros.
Anima Care expanded its retirement home network with the acquisition of two residential care facilities, Villa 34 and Rossignol in Braine l'Alleud (125 nursing home beds).
Ackermans & van Haaren is active in several segments, each (more or less) cyclically sensitive : dredging & infrastructure, oil & energy markets (DEME, Rent-A-Port, Green Offshore), construction (CFE), evolution on the financial markets and interest rates (Delen Private Bank and Bank J.Van Breda & C°), real estate and interest rates evolution (Ex-
After allocation of the acquisition price to intangible and tangible assets, the goodwill amounts to 1.4 million euros. The acquisitions took place in October 2019 en therefore only contributed to the consolidated results in the last quarter.
tensa & Leasinvest Real Estate) and the evolution of commodity prices (SIPEF, Sagar Cements). The segments in which the Growth Capital participations are active, are also confronted with seasonal or cyclical activities.
| 2019 | 2018 | |
|---|---|---|
| I, Continued and discontinued operations | ||
| Net consolidated profit, share of the group (€ 1,000) | 394,900 | 289,639 |
| Weighted average number of shares (1) | 33,140,933 | 33,144,068 |
| Basic earnings per share (€) | 11.92 | 8.74 |
| Net consolidated profit, share of the group (€ 1,000) | 394,900 | 289,639 |
| Weighted average number of shares (1) | 33,140,933 | 33,144,068 |
| Impact stock options | 79,304 | 96,122 |
| Adjusted weighted average number of shares | 33,220,236 | 33,240,190 |
| Diluted earnings per share (€) | 11.89 | 8.71 |
| 2019 | 2018 | |
| II, Continued activities | ||
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 394,900 | 289,639 |
| Weighted average number of shares (1) | 33,140,933 | 33,144,068 |
| Basic earnings per share (€) | 11.92 | 8.74 |
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 394,900 | 289,639 |
| Weighted average number of shares (1) | 33,140,933 | 33,144,068 |
| Impact stock options | 79,304 | 96,122 |
| Adjusted weighted average number of shares | 33,220,236 | 33,240,190 |
| Diluted earnings per share (€) | 11.89 | 8.71 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
| 2019 | 2018 | |
|---|---|---|
| Treasury shares as part of the stock option plan |
||
| Opening balance | 334,000 | 357,000 |
| Acquisition of treasury shares | 65,500 | |
| Disposal of treasury shares | -36,500 | -23,000 |
| Ending balance | 363,000 | 334,000 |
In 2019, AvH has purchased 65,500 of its own shares in order to hedge newly granted options for the benefit of the staff. Over the same period, the beneficiaries of the share option plan exercised options on 36,500 AvH shares. At the end of 2019, options were outstanding for a total of 343,000 AvH shares. In order to hedge these (and future) obligations, AvH owned 363,000 own shares on the same date.
| 2019 | 2018 | |
|---|---|---|
| Treasury shares as part of the liquidity contract |
||
| Opening balance | 9,415 | 5,257 |
| Acquisition of treasury shares | 89,238 | 304,867 |
| Disposal of treasury shares | -93,125 | -300,709 |
| Ending balance | 5,528 | 9,415 |
In addition, 89,238 AvH shares were purchased and 93,125 shares were sold in the course of 2019 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but, as they take place on behalf of AvH, the net sale of 3,887 AvH shares has an impact on AvH's equity. On December 31, 2019, the number of own shares in the portfolio in the context of this liquidity agreement amounts to 5,528.
The impairment losses in 2019 were limited to 27.2 million euros (2018: 40.5 million euros). They consist primarily of impairment losses on receivables at DEME in the amount of 8.6 million euros (amongst others as a result of the Senvion Concordat for 10.8 million euros) and at CFE in the amount of 16.9 million euros (including a write-down on old receivables on Chad).
Bank J.Van Breda & C° follows strict procedures to recognize impairments on outstanding receivables. Thanks to rigorous risk management and the good quality of the credit portfolio, the provision for credit losses was limited (1.4 million euros).
At December 31, 2019, AvH further reduced the provision for contingent liabilities which it had accounted for at year-end 2013 in respect of its stake in CFE by 12.9 million euros (AvH share: 7.8 million euros) to 16.0 million euros (AvH share: 9.7 million euros). This reversal is justified by the disappearance of the underlying risks for which the provision had been constituted at year-end 2013 or by provisioning in the financial statements of CFE itself.
For a description of the main risks and uncertainties, please refer to our annual report for the financial year ended 31/12/2018. The composition of AvH's portfolio changed only slightly during the year; accordingly, the risks and the spread of those risks have not changed fundamentally in relation to the situation at the end of the previous year.
Several group companies of AvH (such as DEME, CFE, Rent-A-Port, SIPEF, Telemond, Manuchar, Turbo's Hoet Groep, Agidens,...) are also internationally active and are therefore exposed to related political and credit risks.
When disposing of participating interests and/or activities, AvH and its subsidiaries are regularly required to provide certain warranties and representations. These may give rise to claims - legitimate or otherwise - from buyers for compensation on that basis. AvH received no such claims in 2019.
Several fully consolidated companies have agreed on certain ratios (covenants) in their credit agreements and these were respected end of 2019.
Biolectric is the only new consolidated participation that was included in the portfolio in 2019. The subsidiaries of AvH invested in the further expansion of their activities. AvH believes that those investments do not fundamentally alter the risk profile; they are follow-up investments by companies in which the Group has been a shareholder for some time now.
Several group companies of AvH (such as DEME, CFE, Agidens...) are actively involved in the execution of projects. This always entails a certain operational risk, but also means that certain estimates of profitability need to be made at the end of such a project. This is inherent in such activity, as is the risk of disagreements with customers over divergent costs or changes in execution and the collection of these receivables. In the Netherlands, DEME is involved in a dispute with Rijkswaterstaat since 2018 regarding the execution of the Juliana canal project. On the basis of the information that is currently available, DEME is still not able to reliably estimate the financial consequences.
In the current market context, AvH is focusing more than ever on its role as proactive shareholder in the companies in which it has a stake. By participating in risk committees, audit committees, technical committees etc. at DEME, CFE, Rent-A-Port and Agidens, AvH specifically monitors the risks in its contracting division from a very early stage.
As regards the risk of value adjustments on assets, reference is made to section 7.7 Impairments.
In its role as proactive shareholder, AvH also sees to it that the companies in which it participates organize themselves in such a way as to comply with current laws and regulations, including all kinds of international and compliance rules.
DEME is fully cooperating with the judicial investigation that was started in 2018 into the circumstances around the award of a contract that has already been implemented. In the current circumstances, the financial impact on DEME cannot be reliably estimated.
In February 2020, Ackermans & van Haaren participated in a capital increase of MRM Health. With its contribution of 4 million euros, AvH acquires a stake in excess of 15%. MRM Health, established in the Ghent biotech cluster, develops innovative human microbiome-based medicines. The first product is designed to treat inflammatory bowel disease (colitis ulcerosa and Crohn's disease) and will enter the clinical phase at the end of 2020. The treatment of spondyloarthritis (rheumatic diseases), diabetes and the development of certain probiotics are also being investigated.
At the end of February 2020, AvH transferred its 50% participation in the Indian company Oriental Quarries & Mines, which was included in 'held for sale', to the co-shareholder, resulting in a capital gain of 3.0 million euros.
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