Quarterly Report • Sep 5, 2016
Quarterly Report
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La Hulpe, 5 september 2016
The first half of 2016 closed with a consolidated net profit (group share) of 6.65 million Euro compared to a result of 5.19 million Euro for the first half of 2015.
Just as for the first semester of the previous year, this result has been generated principally by pre-sold projects, both office and residential. The lease revenues of the Vaci Greens (Budapest), HBC (Bucharest) and Nysdam buildings have also made a contribution. The revenue of this semester has thus been diverse once again, two new projects (The One and Palatium) contributing to the results for the first time.
| Results | 30.06.2016 | 30.06.2015 |
|---|---|---|
| Net consolidated result (group share) | 6,646.20 | 5,193.09 |
| Profit per share (in Euro) | 1.18 | 0.92 |
| Number of shares | 5,631,076 | 5,631,076 |
| of which own shares | 175,535 | 167,907 |
| Balance sheet | 30.06.2016 | 31.12.2015 |
| Total assets | 541.930 | 552.208 |
| Cash position at the end of the period | 82.830 | 23.158 |
| Net indebtedness (-) | -265.824 | -339.914 |
| Total of consolidated equity | 120.903 | 126.799 |
Table of key consolidated figures ('000 Euro) - Limited review of the auditor
The revenues from ordinary activities as at 30 June 2016 amounted to 60.79 million Euro. They mainly consist of (a) revenue resulting from the last portion of the Trebel project (€ 17.61 M), (b) revenues coming from the sales of the apartments of Les Brasseries de Neudorf (Luxembourg ; € 7.92 M), Au Fil des Grands Prés (Mons ; € 6.71 M), Port du Bon Dieu (Namur ; € 4.81 M), The One residential (Brussels ; € 4.32 M), La Sucrerie (Ath ; € 2.65 M) projects, and (c) the lease revenues of the Vaci Greens (Budapest) and Hermès Business Campus (Bucharest) buildings for 5.42 million Euro.
The other operating revenue (€ 4.23 M) mainly includes the disposal of the investment in Senior Island (City Dox project) function of the state of progress of the building of the rest home and the remaining of the sale of the AIR Properties shares (AIR project in Luxembourg).
The operating result amounts to 14.26 million Euro, influenced on the one hand by the contribution of the Trebel project (€ 6.62 M) following the building's delivery on June 29th , and on the other hand by the sale of the apartments of the residential projects including Les Brasseries de Neudorf (Luxembourg), Au Fil des Grands Prés (Mons) and Port Du Bon Dieu (Namur) in accordance with their degree of progress (respectively € 1.34 M, € 1.13 M and € 1.10 M).
The disposal of the rest home of the City Dox project (€ 1.51 M), the first apartment sales of the The One residential (€ 0.75 M) and Palatium (€ 0.54 M) projects in Brussels have also made a positive contribution to the operating result as well as the lease revenues net of charges of the Vaci Greens (Budapest ; 2.67 M), HBC (Bucharest ; € 0.47 M) and Nysdam (La Hulpe ; € 0.41 M) buildings.
Finally, administrative costs amount to 3.25 million Euro.
The net financial result amounts to -4.53 million Euro compared with -2.36 million Euro for the first half of 2015. The increase of net financial charges over the first half year is mainly due to the increase of ATENOR's average net debt coupled with the drop in the capitalised charges compared to the first semester of 2015.
Taxes amounted to € 3 million Euro on 30 June 2016 and are mainly composed, on the one hand by a use of deferred tax assets linked to the projects developed in ATENOR s.a. (€ 0.74 M), and on the other hand by the recognition of taxes and deferred tax liabilities relating mainly to the Port du Bon Dieu (€ 0.80 M), Les Brasseries de Neudorf (€ 0.42 M) and The One projects (€ 0.39) projects.
The net result of the first half of the financial year amounts to 6.65 million Euro.
The consolidated shareholders' equity amounts to 120,90 million Euro, which represents 22.3% of the balance sheet total.
As at 30 June 2016, the Group has a net financial indebtedness of 265.82 million Euro (including cash amounting to € 82.83 M) compared with a net financial indebtedness of 339.91 million Euro (including cash amounting to € 23.16 M) as at 31 December 2015.
The decrease in net debt of the Group (€ -74.09 M) is mainly due to the transfer of the AIR project and the payment of the balance of the Trebel price on June 29th .
The "buildings held for sale" classified under "Inventories (Stock)" represent the real estate projects in portfolio and in the course of development. This item amounts to 360.63 million Euro, a net increase of 16.46 million Euro in comparison with 31 December 2015. This change is mainly due to (a) the continuation of works of the Hermes Business Campus (Bucharest), Vaci Greens (Budapest) and The One (Brussels) projects, representing in total +25.33 million Euro and (b) the apartment sales of the Port du Bon Dieu, Les Brasseries de Neudorf and UP-site projects which have decreased the stock by - 12.04 million Euro. The remaining balance of the net variation of this item (+€ 3.17 M) is distributed over the other projects in development.
In the course of the first half of the year, ATENOR continued the development of the projects in portfolio and recorded some major favourable events.
Further to the last deliveries and new acquisitions, the portfolio currently includes 15 projects under development for a total of approx. 680,000 m².
The projects experienced the following developments:
On June 29th, ATENOR granted the provisional acceptance to the General Contractor BESIX/Jacques Delens on completion of the building's construction. On the same day, the European Parliament took delivery of this building, which it renamed "Le Wilfried Martens". The deed of sale has been signed. The result has been recorded since 2013 as the development progressed, the building's delivery still contributing extensively to the results of the first semester of 2016.
THE ONE – European Quarter, rue de la Loi, Brussels (29,000 m² of offices & 9,000 m² of residential) The construction works have continued with their provisional acceptance scheduled for late 2018. On the commercial side, 32% of the apartments have been sold.
The appeal to the Council of State brought against the building permit by well-known associations has not progressed.
The redevelopment works started in late 2015 have continued with their provisional acceptance scheduled for late 2017. On the sales front, 31% of the apartments have already been sold.
The first phase of construction works relating to the construction of 93 apartments, 8,500 m² of integrated business services, 71 service flats and one rest home, i.e. 39,500 m² in total, started in June.
We remind you that the subsidiary developing the rest home was subject to a share purchase agreement with an institutional investor in December 2015; the margin is recorded as construction works progress. The marketing of the areas devoted to business services, service flats and apartments will be launched in September, by means of a targeted marketing plan.
Furthermore, the application for the plot permit submitted in May concerning the second phase of the project, essentially residential, is in progress. We remind you that this second phase incorporates the development contract launched by CITYDEV.BRUSSELS and won by ATENOR; it concerns 16,393 m² of apartments, 12,471 m² of them devoted to subsidised housing.
The master plan for the Midi district should be granted regulatory power on the basis of the provisions foreseen in the COBAT. On the issuing authority's suggestion, ATENOR is studying the launch of an architecture contest integrating the latest parameters set out in the master plan. Following this contest, and parallel to the master plan's planning appraisal, the building and environmental permit applications will be filed as soon as possible, with a view to executing the Victor project in 2020, as indicated in the Government's programme. In the meantime, preparatory site clean-up has continued following an administrative authorisation issued by the IBGE.
The studies for the PCAR proposed by the District council will be soon launched after approval of the PCAR by the Regional council. The objective is to submit a permit application for the core of the project as soon as this PCAR is approved.
A first permit application for the renovation of the old historic buildings (4,000 m² of offices and 4 apartments) is currently in preliminary inquiry.
We remind you that ATENOR acquired, in late 2015, from BNP Paribas Fortis 100% of the shares of Hexaten s.a., owner of the Nysdam office building in La Hulpe. ATENOR is initially repositioning this building on the office market. In the long term and in collaboration with the local authorities, ATENOR will examine its redevelopment alternatives. This building has 15,600 m² with 408 parking spaces, and new tenancies have been signed recently, bringing the lease rate up to 70%.
The provisional acceptances of all the apartments have been granted and the works of the surroundings are finished. The sale of the remainder of the apartments (24%) is continuing at a satisfactory pace.
Construction works, which started in January 2016, are continuing according to schedule for a delivery planned for October 2017 at the latest. The development margin is recorded as construction works progress.
The marketing by Wilink, a consortium specialised in the sale and management of investment property, of the first 4 housing blocks (134 total) continued successfully. Indeed, the first three blocks, still under construction, are entirely pre-sold and the fourth recorded 73% sales. This sale's rythm agreed with the consortium will complete the presale of the remaining apartments by the end of 2016, with delivery of the fourth block scheduled for end of 2017.
The revisioning planning tool (PCAR), encompassing the other plots of the project and linking the commercial gallery to the new station has been adopted. In the long term it will enable several hundred residential units, local retail shops and offices to be built. A plot permit application will soon be submitted.
Construction works on the first two phases concerning the building of three blocks (75 units and 1 nursery) continued with a delivery scheduled between July and December 2016. The sale of the remainder of the apartments (41%) has continued at a satisfactory pace.
LES BRASSERIES DE NEUDORF – Luxembourg City (87 residential units, 12 retail units – 11,500 m²) The end of construction works is scheduled for the fourth quarter of 2016. At the end of December 2015, all apartments had already been sold, which reflects the commercial success of this project.
AIR - Quartier de la Cloche d'Or, Luxembourg (11.000 m² of office space) The building was delivered on March 31st and the shares of Air Properties were transferred on April 7 th
NAOS – Belval area, Grand-Duchy of Luxembourg (office and retail building – 14,000 m²)
As communicated on March 7, ATENOR and a group of private investors have signed a partnership agreement for the execution of a mixed real estate project (14,000 m² of office and retail) on the BELVAL site, Grand-Duchy of Luxembourg.
The building will house the parent company of the Arηs IT group and the consultancy, audit, accounting and tax consultancy services company A3T.
The project will be executed by the Luxembourgian company "NAOS", 55% owned by ATENOR. The planning permit application will be submitted in the 4th quarter of 2016.
HERMES BUSINESS CAMPUS – Boulevard D. Pompeiu, Bucharest (73,180 m² of office space)
We remind you that the first building is 100% leased. The second building was delivered in March 2016 and reached a rental rate of around 70%. The third building for which construction works started in May 2015 for delivery in December 2016, will be leased for a 10-year term with Genpact.
The outlook for the office leasing market remains favourable in this country with economic growth. Initial actions have been taken for the sale of these buildings, although it is not possible to specify the timing at this stage.
As already published, ATENOR completed the acquisition of two adjoining plots in Bucharest's CBD (Romania). The site, located at the intersection of two of the Romanian capital's main roads: Calea Victoria and Boulevard Dacia, totals 5,000 m² of ground surface. The land will be used to develop a new class A office building of around 12,000 m², meeting the best space efficiency and energy performance standards, while also integrating harmoniously with Bucharest's historic centre. A permit application should be submitted in early 2017.
VACI GREENS – Vaci Corridor, Budapest (130.500 m²)
The third building of 25,000 m² was delivered in March 2016 and is 60% occupied by General Electric. New tenancies have been signed recently, bringing the occupation rate up to 65%.
The steps for the sale of the first buildings are continuing.
As we have already communicated, ATENOR entered into exclusive negotiation with Europa Real Estate III to enter into a joint venture (90/10) through the company indirectly holding the rights in rem for the "REALEX" project located between the Rue de la Loi and the Rue de Lalaing in Brussels. A due diligence is currently in progress.
The on-going legal procedures regarding liquidity companies ("sociétés de liquidités"), in which in particular ATENOR and several of its management are involved, have continued.
In the E. Migeotte / Société Générale (France)" case, the Turnhout Criminal Court acknowledged, in January 2015, the good faith of ATENOR and its managers and the absence of any infringement by them and acquitted them. The prosecution however appealed this judgement. The case was re-heard by the Anvers Appeal Court in May 2016. The judgement is expected on 28 September 2016.
In the "D-Facto – Cabepo" case, the Brussels Criminal Court delivered its judgement on 4 May 2016. The court clearly ruled for the total absence of forgery and use of forged tax documents by ATENOR and its directors, with as legal consequence the time-barring of proceedings concerning the other claims brought. As for ATENOR and its Management, the criminally blameless behaviour in their past agreements was stressed.
.
On the expiry of the appeal period, the Prosecution has not seen fit to file an appeal. The judgement of 4 May 2016 can therefore be considered definitive at criminal level.
As for the claims of the tax administration as civil party, they had been rejected in very clear terms by the Court.
The "Erasmonde-American Energy" case will be brought before the Brussels Criminal Court in September 2016.
As ATENOR has stated since the beginning of these legal procedures and has repeatedly stated in its annual reports, ATENOR and its management feel that they have not committed any fraud or infraction and are confident that their good faith will be recognised in court.
On 31 December 2015, ATENOR s.a. held 4,480 own shares.
During the first semester, it acquired 14,128 own shares part of which was then transferred to the beneficiaries of the share option plans (SOP 2012), bringing the number of shares currently in its possession to 12,108.
The ATENOR GROUP INVESTMENTS subsidiary owns 163,427 ATENOR shares in order to fulfil the commitments made towards the beneficiaries of the 2013-2016 SOPs.
All the projects are progressing as expected, on the planning and sales fronts. The delivery of the AIR and Trebel buildings was an important objective of the first semester, which has been successfully achieved. The 2016 results, that will be, as the previous year, based on the pre-sales prior to completion of construction of buildings and apartments signed in 2013, 2014 and 2015, are thus progressing. These results will also be increased by the lease revenues generated by the buildings in Budapest (Vaci Greens), in Bucharest (Hermes Business Campus) and in La Hulpe (Nysdam).
Furthermore, ATENOR will be looking to seize any new acquisition project opportunity that meets its criteria, as it was during the first semester and also to take any opportunity that presents itself to increase the value of its projects in portfolio.
Lastly, considering current market conditions, ATENOR intends, in the near future, to proceed with one or several issues in the context of its new EMTN programme.
In the absence of major unforeseeable events, ATENOR expects to achieve a positive result enabling it to continue with its dividend policy. This result could still be affected by (amongst other elements) the developments in the current negotiations concerning the sale of VACI GREENS properties, whose signing dates cannot be specified at this time
ATENOR maintains its dividend policy providing shareholders with an attractive and recurrent return. The level of the dividend proposed is fixed according to several parameters and data including the resources necessary for the development of projects in portfolio and the acquisition of new opportunities.
Intermediate declaration for third quarter 2016 17 November 2016 Publication of the annual results for 2016 9 March 2017 Annual General Meeting 2016 28 April 2017
For more detailed information, we ask that you contact Stéphan Sonneville sa, CEO or Sidney D. Bens, CFO.
In thousands of EUR
| Notes | 30.06.2016 | 30.06.2015 | |
|---|---|---|---|
| Operating revenue | 60.788 | 49.435 | |
| Turnover | 53.547 | 46.082 | |
| Property rental income | 7.241 | 3.353 | |
| Other operating income | 4.229 | 3.666 | |
| Gain (loss) on disposals of financial assets | 2.447 | 599 | |
| Other operating income | 1.767 | 3.060 | |
| Gain (loss) on disposals of non-financial assets | 1 5 | 7 | |
| Operating expenses (-) | -50.761 | -40.657 | |
| Raw materials and consumables used (-) | -50.004 | -49.306 | |
| Changes in inventories of finished goods and work in progress | 17.636 | 24.787 | |
| Employee expenses (-) | -2.260 | -1.077 | |
| Depreciation and amortization (-) | -263 | -265 | |
| Impairments (-) | 0 | 1.045 | |
| Other operating expenses (-) | -15.870 | -15.841 | |
| RESULT FROM OPERATING ACTIVITIES - EBIT | 14.256 | 12.444 | |
| Financial expenses (-) | -4.712 | -2.686 | |
| Financial income | 178 | 323 | |
| Share of profit (loss) from investments consolidated by the equity method | -74 | -94 | |
| PROFIT (LOSS) BEFORE TAX | 9.648 | 9.987 | |
| Income tax expense (income) (-) | 7 | -3.002 | -4.794 |
| PROFIT (LOSS) AFTER TAX | 6.646 | 5.193 | |
| Post-tax profit (loss) of discontinued operations | 0 | 0 | |
| PROFIT (LOSS) OF THE PERIOD | 6.646 | 5.193 | |
| Investments of non-controlling interests | 0 | 0 | |
| Group profit (loss) | 6.646 | 5.193 |
| Other elements of the overall profit and losses | In thousands of EUR | |
|---|---|---|
| 30.06.2016 | 30.06.2015 | |
| Group share result | 6.646 | 5.193 |
| Items not to be reclassified to profit or loss in subsequent periods: | ||
| Employee benefits | 0 | 0 |
| Items to be reclassified to profit or loss in subsequent periods : | ||
| Translation adjusments | -915 | -866 |
| Cash flow hedge | 0 | 0 |
| Overall total results of the group | 5.731 | 4.327 |
Overall profits and losses of the period attributable to third parties 0 0
ASSETS
| In thousands of EUR | |||
|---|---|---|---|
| Notes | 30.06.2016 | 31.12.2015 | |
| NON-CURRENT ASSETS | 69.879 | 81.064 | |
| Property, plant and equipment | 9 | 465 | 696 |
| Investment property | 0 | 0 | |
| Intangible assets | 3.370 | 3.398 | |
| of which goodwill | 3.217 | 3.297 | |
| Investments in related parties | 0 | 0 | |
| Investments consolidated by the equity method | 15.170 | 15.244 | |
| Deferred tax assets | 3.053 | 1.498 | |
| Other non-current financial assets | 10.555 | 30.003 | |
| Derivatives | 0 | 0 | |
| Non-current trade and other receivables | 37.266 | 30.225 | |
| Other non-current assets | 0 | 0 | |
| CURRENT ASSETS | 472.051 | 471.144 | |
| Assets held for sale | 0 | 0 | |
| Inventories | 1 0 | 360.627 | 344.167 |
| Other current financial assets | 4 | 72.762 | 15.593 |
| Derivatives | 0 | 0 | |
| Current tax receivables | 3.495 | 4.563 | |
| Current trade and other receivables | 20.745 | 95.365 | |
| Current loans payments | 224 | 165 | |
| Cash and cash equivalents | 4 | 10.068 | 7.565 |
| Other current assets | 4.130 | 3.726 | |
| TOTAL ASSETS | 541.930 | 552.208 |
30.06.2016 31.12.2015
| TOTAL EQUITY | 120.903 | 126.799 |
|---|---|---|
| Group shareholders' equity | 120.903 | 126.799 |
| Issued capital | 57.631 | 57.631 |
| Reserves | 70.393 | 75.964 |
| Treasury shares (-) | -7.121 | -6.796 |
| Minority interest | 0 | 0 |
| Non-current liabilities | 223.024 | 205.099 |
| Non-current interest bearing borrowings 5 |
206.338 | 190.291 |
| Non-current provisions | 1.721 | 2.278 |
| Pension obligation | 172 | 172 |
| Derivatives | 0 | 0 |
| Deferred tax liabilities | 14.073 | 10.573 |
| Current trade and other payables | 7 8 | 1.479 |
| Other non-current liabilities | 642 | 306 |
| Current liabilities | 198.003 | 220.310 |
| Current interest bearing debts 5 |
141.723 | 172.209 |
| Current provisions | 1.338 | 1.338 |
| Pension obligation | 0 | 0 |
| Derivatives | 0 | 0 |
| Current tax payables | 3.257 | 4.663 |
| Current trade and other payables | 43.022 | 36.907 |
| Other current liabilities | 8.663 | 5.193 |
| TOTAL EQUITY AND LIABILITIES | 541.930 | 552.208 |
| Notes | In thousands of EUR | |||
|---|---|---|---|---|
| 30.06.2016 | 30.06.2015 | 31.12.2015 | ||
| Operating activities | ||||
| Net result - |
6.646 | 5.193 | 19.958 | |
| Result of Equity method Cies - |
7 4 | 94 | 167 | |
| Net finance cost - |
4.016 | 2.048 | 5.088 | |
| Income tax expense - |
7 | 1.030 | 556 | 2.566 |
| Result for the year - |
11.766 | 7.891 | 27.779 | |
| Depreciation - |
263 | 264 | 535 | |
| Amortisation and impairment - |
0 | -1.045 | 1.807 | |
| Translation adjustments - |
2 2 | -285 | -72 | |
| Provisions - |
-557 | -136 | 730 | |
| Deferred taxes - |
7 | 1.972 | 4.239 | 5.372 |
| (Profit)/Loss on disposal of fixed assets - |
-2.462 | -556 | -6.803 | |
| SOP / IAS 19 - |
-391 | 81 | -3 | |
| Adjustments for non cash items - |
-1.153 | 2.562 | 1.566 | |
| Variation of inventories - |
-17.481 | -27.657 | -65.088 | |
| Variation of trade and other amounts receivables - |
49.361 | -30.091 | -60.461 | |
| Variation of trade payables - |
4.397 | 2.900 | 5.190 | |
| Variation of amounts payable regarding wage taxes - |
-135 | -75 | 6 3 | |
| Variation of other receivables and payables - |
2.342 | -17.603 | -15.475 | |
| - Net variation on working capital | 38.484 | -72.526 | -135.771 | |
| Interests received - |
178 | 159 | 470 | |
| Income tax (paid) received - |
-2.513 | 3.442 | 3.160 | |
| Cash from operating activities (+/-) | 46.762 | -58.472 | -102.796 | |
| Investment activities | ||||
| Acquisitions of intangible and tangible fixed assets - |
-112 | -165 | -349 | |
| Acquisitions of financial investments - |
-30 | 0 | -500 | |
| New loans - |
-1.195 | -4.674 | -18.300 | |
| Subtotal of acquired investments - |
-1.337 | -4.839 | -19.149 | |
| Disposals of intangible and tangible fixed assets - |
42 | 23 | 23 | |
| Disposals of financial investments - |
22.361 | 0 | 4.379 | |
| Reimbursement of loans - |
19.765 | 3.118 | 3.118 | |
| Subtotal of disinvestments - |
42.168 | 3.141 | 7.520 | |
| Cash from investment activities (+/-) | 40.831 | -1.698 | -11.629 | |
| Financial activities | ||||
| Increase in capital - |
0 | 0 | 0 | |
| Decrease in capital - |
0 | 0 | 0 | |
| Treasury shares - |
-462 | -1.066 | -215 | |
| Proceeds from borrowings - |
58.295 | 127.697 | 168.572 | |
| Repayment of borrowings - |
-72.206 | -87.147 | -84.676 | |
| Interests paid - |
-2.323 | -3.581 | -8.799 | |
| Dividends paid to company's shareholders - |
6 | -10.911 | -4.387 | -4.309 |
| Directors' entitlements - |
-316 | -324 | -324 | |
| Cash from financial activities (+/-) | -27.923 | 31.192 | 70.249 | |
| Net cash variation | 59.670 | -28.978 | -44.176 | |
| Cash and cash equivalent at the beginning of the year - |
23.158 | 67.240 | 67.240 | |
| Net variation in cash and cash equivalent - |
59.670 | -28.978 | -44.176 | |
| Non cash variations (Cur. conversion, chge in scope, etc) - |
2 | 248 | 9 4 | |
| Cash and cash equivalent at end of the year - |
4 | 82.830 | 38.510 | 23.158 |
In thousands of EUR
| Issued capital | Hedging reserves | Own shares | Accumulated results |
Profit/loss of the period |
IAS 19R reserves | Cumulative translation adjusments |
Minority interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 01.01.2015 | 51.113 | - | (6.345) | 83.629 | - | (326) | (15.167) | 112.904 | |
| Profit/loss of the period Other elements of the overall results |
- - |
- - |
- - |
- - |
19.958 - |
- 59 |
- (1.595) |
- - |
19.958 (1.536) |
| Total comprehensive income | - | - | - | - | 19.958 | 59 | (1.595) | - | 18.422 |
| Capital increase Paid dividends Own shares Share based payment Others |
6.518 - - - - |
- - - - - |
- - (451) - - |
- (10.591) - (3) - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
6.518 (10.591) (451) (3) - |
| Balance as of 31.12.2015 | 57.631 | - | (6.796) | 73.035 | 19.958 | (267) | (16.762) | - | 126.799 |
| First semester 2015 | |||||||||
| Balance as of 01.01.2015 | 51.113 | - | (6.345) | 83.629 | - | (326) | (15.167) | - | 112.904 |
| Profit/loss of the period | - | - | - | - | 5.193 | - | - | - | 5.193 |
| Other elements of the overall results | - | - | - | - | - - |
(866) | - | (866) | |
| Total comprehensive income | - | - | - | - | 5.193 | - | (866) | - | 4.327 |
| Capital increase Paid dividends Own shares Share based payment Others |
6.518 - - - |
- - - - |
- - (451) - |
- (10.591) - (770) |
- - - - |
- - - - |
- - - - |
- - - - |
6.518 (10.591) (451) (770) |
| - | - | - | - | - | - | - | - | - | |
| Balance as of 30.06.2015 First semester 2016 |
57.631 | - | (6.796) | 72.268 | 5.193 | (326) | (16.033) | - | 111.937 |
| Balance as of 01.01.2016 | 57.631 | - | (6.796) | 92.993 | - | (267) | (16.762) | - | 126.799 |
| Profit/loss of the period Other elements of the overall results |
- - |
- - |
- - |
- - |
6.646 | - - - |
- (915) |
- - |
6.646 (915) |
| Total comprehensive income | - | - | - | - | 6.646 | - | (915) | - | 5.731 |
| Capital increase Paid dividends Own shares Share based payment Others |
- - - - - |
- - - - - |
- - (325) - - |
- (10.911) - (391) - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
- (10.911) (325) (391) - |
| Balance as of 30.06.2016 | 57.631 | - | (7.121) | 81.691 | 6.646 | (267) | (17.677) | - | 120.903 |
The half-year consolidated financial statements of the Group on 30 June 2016 were adopted by the Board of Directors at 31 August 2016.
The consolidated accounts of 30 June 2016 were prepared in conformity with the IAS 34 standard relating to intermediate financial information.
The intermediate financial accounts must be read alongside the annual report of 31 December 2015.
The evaluation rules adopted for the preparation of the consolidated financial situation of 30 June 2016 were not modified compared to the rules followed for the preparation of the annual report of 31 December 2015.
The consolidated half-year financial statements were prepared in accordance with IFRS standards (International Financial Reporting Standards) as adopted in the European Union.
The life cycle of the real estate projects of ATENOR can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.
Follow-up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:
As soon as a project reaches the construction phase, a monthly progress meeting is held with:
This communication system allows ATENOR to determine, monitor and resolve all potential operational risks well in time.
| In thousands of EUR | ||||
|---|---|---|---|---|
| 30.06.2016 | 30.06.2015 | 31.12.2015 | ||
| Other current financial assets | 72.762 | 33.208 | 15.593 | |
| Cash and cash equivalents | 10.068 | 5.302 | 7.565 | |
| TOTAL CASH AT THE END OF THE PERIOD | 82.830 | 38.510 | 23.158 |
(See page 8)
| In thousands of EUR | ||||
|---|---|---|---|---|
| Current | Non-current | TOTAL | ||
| Up to 1 year | More than 1 year | |||
| Movements on Financial Liabilities | ||||
| On 31.12.2015 | 172.209 | 190.291 | 362.500 | |
| Movements of the period | ||||
| - New loans | 37.565 | 20.248 | 57.813 | |
| - Reimbursement of loans | -72.020 | 0 | -72.020 | |
| - Short-term/long-term transfer | 4.015 | -4.015 | 0 | |
| - Variations from foreign currency exchange | -58 | -57 | ||
| - Hedging of fair marketvalue | 0 | 0 | 0 | |
| - Others | 1 2 | -129 | -117 | |
| On 30.06.2016 | 141.723 | 206.338 | 348.061 |
The continuation of the works of the projects in portfolio combined with the refinancing of block A of the Vaci Greens project and of the loan repayments following the Trebel and Air Properties projects lead to the decrease in the financial debt on 30 June 2016 (€ - 14.44 M).
According to the IFRS 13, the "fair value" of the bond (listed security) of a nominal value of 60 million Euro (2012-2017) stands on 30 June 2016 at 62.7 million Euro (104.50% listed price on Euronext Brussels).
| In thousands of EUR | ||||
|---|---|---|---|---|
| 30.06.2016 | 31.12.2015 | |||
| Dividends on ordinary shares declared and paid during the first semester: |
||||
| Final dividend for 2015: 2,00 EUR | -10.911 | -4.387 | -4.309 | |
| Final dividend for 2014: 2,00 EUR |
ATENOR does not offer any interim dividend.
| In thousands of EUR | ||||
|---|---|---|---|---|
| INCOME TAX EXPENSE / INCOME - CURRENT AND DEFERRED INCOME TAX EXPENSE/INCOME - CURRENT |
30.06.2016 | 30.06.2015 | 31.12.2015 | |
| Current period tax expense Adjustments to tax expense/income of prior periods |
-1.024 -6 |
-563 7 |
-2.611 4 5 |
|
| Total current tax expense, net | -1.030 | -556 | -2.566 | |
| INCOME TAX EXPENSE/INCOME - DEFERRED | ||||
| Related to the current period Related to tax losses of the current period |
-3.818 1.846 |
-4.699 461 |
-10.610 5.237 |
|
| Total deferred tax expense | -1.972 | -4.238 | -5.373 | |
| TOTAL CURRENT AND DEFERRED TAX EXPENSE | -3.002 | -4.794 | -7.939 |
See page 7
ATENOR exercises its main activity of developing real estate promotion projects essentially in the area of office and residential buildings with relatively homogeneous characteristics and similar viability and risk profiles.
The ATENOR activity report provides more detailed information on the results and purchases and sales during the period reviewed.
The "tangible fixed assets" item is only affected by the amortization expense and any investments. It totals 460 thousand euro and mainly consists of the improvements made to the premises leased under the TRP "Temporary Relocation Package" project in Luxembourg
The "buildings held for sale" classified under "Inventories (Stock)" represent the real estate projects in portfolio and in the course of development. This item amounts to 360.63 million Euro, a net increase of 16.46 million Euro in comparison with 31 December 2015. This change is mainly due to (a) the continuation of works of the Hermes Business Campus (Bucharest), Vaci Greens (Budapest) and The One (Brussels) projects, representing in total +25.33 million Euro and (b) the apartment sales of the Port du Bon Dieu, Les Brasseries de Neudorf and UP-site projects which have decreased the stock by -12.04 million Euro. The remaining balance of the net variation of this item (+€ 3.17 M) is distributed over the other projects in development.
On 3 March 2016, ATENOR issued a new stock option plan (SOP 2016) for the subsidiary named Atenor Group Investments (AGI). The options issued on this subsidiary benefit ATENOR management, personnel and service providers (see page 56 of the Financial Annual Report 2015).
This SOP may be exercised during the three periods following 11 March to 31 March 2019, from 9 March to 31 March 2020 and from 8 March to 31 March 2021.
On 3 March 2016, the Board of Directors, on the recommendation of the Remuneration Committee, distributed 528 Atenor Group Participations (AGP) shares in accordance with the remuneration policy described in the "Corporate Governance" section of our 2015 Annual Financial Report (page 58).
The expense recognised for the first half of 2016 amounted to 1,002 million Euro.
Within the framework of the VICTOR mixed project, the implemented partnership (50/50) with BPI has led to the consolidation by the equity method of the companies Immoange, Victor Properties and Victor Estates.
ATENOR has the following receivables from Immoange (0.24M), Victor Properties (€ 0.51 M) and Victor Estates (9.11 M).
No important change occurred concerning the related parties during the first half of 2016.
ATENOR does not use derivative instruments for trading purposes. No new contract was implemented to cover rate hedges or foreign exchange hedges during 2016. The last IRS contract was completed in July 2015.
| Amount | Number of own shares | |
|---|---|---|
| MOVEMENTS IN OWN SHARES | (In thousands of EUR) | |
| On 01.01.2016 (average price of 40,47 € per share) | 6.796 | 167.907 |
| Movements during the period | ||
| - acquisitions | 615 | 14.128 |
| - sales | -290 | -6.500 |
| Own shares as of 30.06.2016 (average price 40,56 € per share) | 7.121 | 175.535 |
| Number of shares | ||
| Number of shares to obtain in order to cover | ||
| - stock options plan 2007 | 32.000 | |
| - stock options plan 2008 | 9.250 | |
| TOTAL | 41.250 | |
As announced on the 12th July, ATENOR has undertaken actions to acquire 90% of the company that indirectly holds the rights in rem on the REALEX project in Brussels. This transaction however remains subject to the signing of a satisfactory and complete due diligence and is accompanied by the usual safeguard clauses.
No other significant event subsequent to 30 June 2016 is to be noted.
Stéphan SONNEVILLE s.a., CEO and President of the Executive Committee and the Members of the Executive Committee, including Mr Sidney D. BENS, CFO, acting in the name of and on behalf of ATENOR SA attest that to the best of their knowledge,
1 Affiliated companies of ATENOR in the sense of article 11 of the Company Code
We have reviewed the condensed consolidated interim financial information of ATENOR SA as of June 30, 2016, and for the period of six months ended on that date, including the condensed consolidated interim statement of profit or loss and other comprehensive income, the condensed consolidated interim statement of financial position, the condensed consolidated interim statement of cash flows, the condensed consolidated interim statement of changes in equity, the accounting policies, and a selection of explanatory notes.
The board of directors is responsible for the preparation and fair presentation of this condensed consolidated interim financial information in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
We conducted our review in accordance with ISRE (International Standard on Review Engagements) 2410 ″Review of Interim Financial Information Performed by the Independent Auditor of the Entity″. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the preceding condensed consolidated interim financial information is not prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union.
Brussels, August 31, 2016
Mazars Réviseurs d'Entreprises SCRL Statutory auditor Represented by Xavier DOYEN
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