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Compagnie d'Entreprises CFE SA

Quarterly Report Aug 29, 2024

3929_ir_2024-08-29_ce579562-af03-422e-b5a9-d25c66cb4b15.pdf

Quarterly Report

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INTERIM REPORT

FOR THE HALF-YEAR ENDING 30 JUNE 2024

Internal use only.

DEFINITIONS3
CONSOLIDATED FINANCIAL STATEMENTS 4
CONSOLIDATED STATEMENT OF INCOME 4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION5
CONSOLIDATED STATEMENT OF CASH FLOWS6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
SHARE CAPITAL AND RESERVES7
EARNINGS PER SHARE7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8
INTRODUCTION 8
MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2024 AND 2023 WITH EFFECT ON THE SCOPE OF THE CFE GROUP 8
1. GENERAL POLICIES 10
2. CONSOLIDATION METHODS 11
3. SIGNIFICANT ACCOUNTING POLICIES 12
4. SEGMENT REPORTING 13
5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES 17
6. OTHER OPERATING INCOME 17
7. FINANCIAL RESULT 18
8. INCOME TAX 18
9. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD 19
10. PROVISIONS OTHER THAN THOSE RELATING TO NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS 20
11. INFORMATION RELATED TO STOCK OPTION PLANS ON OWN SHARES 21
12. CONTINGENT ASSETS AND LIABILITIES 22
13. DERIVATIVE FINANCIAL INSTRUMENTS 22
14. NET FINANCIAL DEBT 24
15. OTHER COMMITMENTS GIVEN 25
16. OTHER COMMITMENTS RECEIVED 25
17. LITIGATION 26
18. RELATED PARTIES 26
19. SUBSEQUENT EVENTS 27
20. IMPACT OF FOREIGN CURRENCIES 27
21. SEASONAL NATURE OF THE BUSINESS 27
ALTERNATIVE PERFORMANCE MEASURES RECONCILIATION 28
STATEMENT ON THE TRUE AND FAIR NATURE OF THE FINANCIAL STATEMENTS 30
GENERAL INFORMATION ABOUT THE COMPANY 31
STATUTORY AUDITOR'S REPORT ON THE REVIEW OF THE CONSOLIDATED CONDENSED INTERIM FINANCIAL INFORMATION AS AT 30 JUNE 2024 AND

DEFINITIONS

Working capital requirement Inventories + trade and other operating receivables + contract assets + other current
non-operating assets – trade and other operating payables – current tax liabilities –
contract liabilities – other current non-operating liabilities
Capital employed Equity of Real Estate Development segment + net financial debt of Real Estate
Development segment
Net financial debt (NFD) Non-current financial liabilities + current financial liabilities - cash and cash equivalents
Net financial surplus Cash and cash equivalents – non-current financial liabilities – current financial liabilities
Income from operating activities Revenue + other operating income + raw materials, consumables, services and
subcontracted work + personnel expenses + other operating expenses + depreciation
and amortisation
Operating Income (EBIT) Income from operating activities + share of profit (loss) of investments accounted for
using equity method
EBITDA Income from operating activities + depreciation and amortisation
Return on equity (ROE) Net income, share of the group / equity, share of the group (opening)
Order book Revenue to be generated by the projects for which the contract has been signed and
has come into effect (after notice to proceed has been given or conditions precedent
have been fulfilled) and for which project financing is in place.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME

For the period ended June 30
(in € thousands)
Notes 2024 20231
Revenue 4 600,701 641,695
Other operating income 6 20,558 17,233
Raw materials, consumables, services and subcontracted work (434,064) (478,752)
Personnel expenses (126,106) (125,470)
Other operating expenses (39,354) (34,662)
Depreciation and amortisation (10,968) (10,018)
Income from operating activities 10,767 10,026
Share of profit (loss) of investments accounted for using equity
method
9 (6,144) 7,172
Operating income 4,623 17,198
Cost of financial debt 7 (1,512) 992
Other financial expenses and income 7 5,123 (646)
Financial result 3,611 346
Result before tax 8,234 17,544
Income tax expenses 8 (3,682) (4,969)
Result for the period 4,552 12,575
Non-controlling interests (383) (98)
Result for the period - share of the group 4,169 12,477
Earnings per share (share of the group) (EUR) (diluted and basic) 0.17 0.50

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended June 30
(in € thousands)
Notes 2024 2023
Result for the period - share of the group 4,169 12,477
Result for the period 4,552 12,575
Changes in fair value related to financial derivatives 13 2,891 443
Exchange differences on translation 20 (3,047) 3,608
Deferred taxes (723) (111)
Other elements of the comprehensive income to be
reclassified to profit or loss in subsequent periods
(879) 3,940
Re-measurement on defined benefit and contribution plans 0 0
Deferred taxes 0 0
Other elements of the comprehensive income not to be
reclassified to profit or loss in subsequent periods
0 0
Total other elements of the comprehensive income
recognized directly in equity
(879) 3,940
Comprehensive income: 3,673 16,515
- Share of the group 3,291 16,436
- Attributable to non-controlling interests 382 79
Comprehensive income (share of the group) per share (EUR)
(diluted and basic)
0.13 0.66

1 The consolidated statement of income for the period ended 30 June 2023 has been restated to reclassify an amount of €8.9 million from the caption "Raw materials, consumables, services and subcontracted work" to the caption "Other operating expenses".

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in € thousands) Notes June 2024 December 2023
Intangible assets 5,042 3,881
Goodwill 23,910 23,894
Property, plant and equipment 96,026 95,087
Investments accounted for using equity method 9 172,785 185,365
Other non-current financial assets 141,484 142,790
Non-current financial derivatives 13 986 336
Other non-current assets 12,909 11,321
Deferred tax assets 10,906 8,529
Non-current assets 464,048 471,203
Inventories 187,603 161,844
Trade and other operating receivables 329,395 313,580
Contract assets 69,882 68,411
Other current non-operating assets 8,387 5,637
Current financial derivatives 13 914 2,657
Current financial assets 4,246 3,162
Cash and cash equivalents 14 116,646 154,092
Current assets 717,073 709,383
Total assets 1,181,121 1,180,586
Share capital 8,136 8,136
Share premium 116,662 116,662
Retained earnings 117,210 122,962
Treasury shares 11 (4,330) (4,410)
Defined benefit and contribution pension plans (12,035) (12,035)
Reserves related to financial derivatives 13 7,774 5,606
Exchange differences on translation 20 (3,197) (151)
Equity – share of the group 230,220 236,770
Non-controlling interests 5 (377)
Equity 230,225 236,393
Employee benefit obligations 9,174 9,401
Non-current provisions 10 44,055 42,044
Other non-current liabilities 18,137 26,499
Non-current financial liabilities 14 192,224 190,965
Non-current financial derivatives 13 0 125
Deferred tax liabilities 1,400 3,150
Non-current liabilities 264,990 272,184
Current provisions 10 15,460 15,274
Trade and other operating payables 318,364 317,761
Contract liabilities 216,531 201,618
Current tax liabilities 12,393 9,358
Current financial liabilities 14 63,955 56,394
Current financial derivatives 13 0 0
Other current non-operating liabilities 59,203 71,604
Current liabilities 685,906 672,009
Total equity and liabilities 1,181,121 1,180,586

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended June 30
(in € thousands)
Notes 2024 2023
Operating activities
Income from operating activities 10,767 10,026
Depreciation and amortisation of (in)tangible assets and
investment property
4.5 10,968 10,018
(Decrease)/increase of provisions (1,350) (1,536)
Impairments on assets and other non-cash items 291 1,285
Loss/(profit) on disposal of tangible and financial fixed assets (935) (520)
Dividends received from investments accounted for using
equity method
9 12,628 11,830
Cash flows from (used in) operating activities before
changes in working capital
32,369 31,103
Decrease/(increase) in trade receivables and other current
and non-current receivables
(13,942) (63,401)
Decrease/(increase) in inventories (24,903) (14,632)
Increase/(decrease) in trade payables and other current and
non-current payables
(5,665) 26,270
Income tax (paid)/received (7,401) (6,415)
Cash flows from (used in) operating activities (19,542) (27,075)
Investment activities
Proceeds from sales of intangible assets and property, plant
and equipment
1,553 723
Purchases of intangible assets and of property, plant and
equipment
(7,047) (12,165)
Change of the investment percentage net of cash
acquired/sold
5 550 0
Capital decrease/(increase) of investments accounted for
using equity method
0 (1,550)
Repayment of borrowings (new borrowings) given to
investments accounted for using equity method
(3,518) 11,039
Cash flows from (used in) investing activities (8,462) (1,953)
Financing activities
Interest paid (9,336) (4,456)
Interest received 7,824 5,448
Other financial expenses and income received/(paid) 95 (1,058)
Receipts from new borrowings 14.1 23,739 67,759
Repayment of borrowings 14.1 (22,068) (13,299)
Buy back of own shares 0 0
Dividends received/(paid) (9,921) (9,969)
Cash flows from (used in) financing activities (9,667) 44,425
Net increase/(decrease) in cash position (37,671) 15,397
Cash and cash equivalents, opening balance 154,092 127,149
Effects of exchange rate changes on cash and cash
equivalents
225 1,541
Cash and cash equivalents, closing balance 116,646 144,087

Acquisitions and disposals of subsidiaries net of cash acquired do not include entities that are not a business combination (Real Estate Development segment). They are not considered as investment operations and are directly reflected in cash flows from operating activities.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in € thousands) Share capital Share premium Retained earnings Treasury shares contribution pension
Defined benefit and
plans
Reserves related to
financial derivatives
Exchange differences
on translation
Equity – share of the
group
Non-controlling
interests
Equity
December 2023 8,136 116,662 122,962 (4,410) (12,035) 5,606 (151) 236,770 (377) 236,393
Comprehensive income for the period 4,169 2,168 (3,046) 3,291 382 3,673
Dividends paid to shareholders (9,921) (9,921) (9,921)
Movements related to treasury shares an
share-based payments
80 80 80
Change in consolidation scope and
other movements
June 2024 8,136 116,662 117,210 (4,330) (12,035) 7,774 (3,197) 230,220 5 230,225
(in € thousands) Share capital Share premium Retained earnings Treasury shares contribution pension
Defined benefit and
plans
Reserves related to
financial derivatives
Exchange differences
on translation
Equity – share of the
group
Non-controlling
interests
Equity
December 2022 8,136 116,662 105,696 (3,735) (10,050) 9,687 (1,743) 224,653 (127) 224,526
Comprehensive income for the
period
12,477 332 3,627 16,436 79 16,515
Dividends paid to shareholders (9,969) (9,969) (9,969)
Movements related to treasury shares
and share-based payments
80 80 80
Change in consolidation scope and
other movements
4,334 4,334 (170) 4,164
June 2023 8,136 116,662 112,538 (3,655) (10,050) 10,019 1,884 235,534 (218) 235,316

SHARE CAPITAL AND RESERVES

The share capital on 30 June 2024 was divided into 25,314,482 ordinary shares. These shares are without nominal value. The owners of ordinary shares have the right to receive dividends and have one vote per share in Shareholders' General Meetings.

A dividend of €9,921 thousand, corresponding to €0.40 gross per share (less treasury shares held) was proposed by the Board of Directors and approved by the ordinary general meeting on May 2, 2024. This dividend was paid in May 2024.

EARNINGS PER SHARE

Basic earnings per share are the same as diluted earnings per share due to the absence of any potentially dilutive ordinary shares in circulation. It is calculated as follows:

For the period ended June 30 2024 2023
Result for the period - share of the group (in € thousands) 4,169 12,477
Comprehensive income - share of the group (in € thousands) 3,291 16,436
Number of ordinary shares at balance sheet date 25,314,482 25,314,482
Weighted average number of ordinary shares outstanding during the period 24,801,925 24,922,324
Earnings per share, based on the weighted average number of ordinary shares
outstanding during the period (basic):
Earnings per share (share of the group) (€) 0.17 0.50
Comprehensive income per share (share of the group) (€) 0.13 0.66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION

Compagnie d'Entreprises CFE SA (hereinafter referred to as the "Company" or "CFE") is a public limited company incorporated under Belgian law and headquartered in Belgium. The consolidated financial statements for the period ended 30 June 2024 include the financial statements of the company, its subsidiaries and its interests in companies accounted for using equity method (the "CFE group"). CFE is 62.12% controlled by the Belgian investment group Ackermans & van Haaren (XBRU BE0003764785) whose ultimate controlling shareholder is Stichting Administratiekantoor "Het Torentje". CFE and Ackermans & van Haaren are companies listed on Euronext Brussels.

The Board of Directors authorised the publication of the CFE group's consolidated financial statements on 26 August 2024.

MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2024 AND 2023 WITH EFFECT ON THE SCOPE OF THE CFE GROUP

MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2024

1. Real Estate Development segment

During the first half of 2024, no changes in the consolidation scope affected the Real Estate Development segment of the CFE Group.

2. Multitechnics segment

During the first half of 2024, the main changes in the consolidation scope in the Multitechnics segment of the CFE Group are as follows:

  • The VMA Sustainability Fund I NV company, a 100% owned subsidiary of the CFE group and fully integrated is renamed Pulse. This company is transferred to the Investment & Holding segment;
  • The company VMA Sud SA, a fully-owned subsidiary of the CFE group, contributed, with retroactive effect as of 1 January 2024, a branch of activity to the company VMA NV, itself a fully-owned subsidiary of the CFE group. Those companies remain fully consolidated.

3. Construction & Renovation segment

During the first half of 2024, the main changes in the consolidation scope in the Construction & Renovation segment of the CFE Group are as follows:

  • The company Wood Gardens SA, a 50% owned subsidiary of the company Wood Shapers SA, itself a fully-owned subsidiary of the CFE Group is dissolved. This company was consolidated under the equity method.

4. Investments & Holding segment

During the first half of 2024, the main changes in the consolidation scope in the Investments & Holding segment of the CFE Group are as follows:

  • The companies PPP Betrieb Schulen Eupen SA and PPP Schulen Eupen SA, respectively 25% and 19% owned by the CFE Group and consolidated under the equity method are dissolved.

MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2023

1. Real Estate Development segment

During the first half of 2023, the main changes in the consolidation scope in the Real Estate Development segment of the CFE Group are as follows:

  • The BPI-Revive Matejki Sp. z.o.o. company, a 50% owned subsidiary of the CFE group and integrated using the equity method is renamed Cavallia Sp. z.o.o.;
  • The BPI Real Estate Poland Sp. z.o.o. company, a fully-owned subsidiary of the CFE group and consolidated using the global integration method, sold 10% of its shares in the BPI Obrzezna Sp. z.o.o. company to decrease its stake from 100% to 90%. This company remains consolidated using the global integration method. The impact of this transaction is presented in the consolidated statement of changes in shareholders' equity under "Changes in consolidation scope and other movements";
  • The LRP Development BVBA company, a 33% owned subsidiary of the CFE group and integrated using the equity method, has been absorbed by the La Réserve Promotions NV company, itself a 33% subsidiary of the CFE group and integrated using the equity method;
  • The BPI Real Estate Luxembourg SA company, a fully-owned subsidiary of the CFE group and consolidated using the global integration method, acquired a 100% stake in the newly created JFK Développement 1 SARL and JFK Développement 2 SARL companies. These companies have been consolidated using the global integration method;
  • The BPI Real Estate Belgium SA company, a fully-owned subsidiary of the CFE group and consolidated using the global integration method, sold its stake (40%) in the Barbarahof NV company. This company was integrated using the equity method.

2. Multitechnics segment

During the first half of 2023, the main changes in the consolidation scope in the Multitechnics segment of the CFE Group are as follows:

  • The VMA Nizet SA company, a fully-owned subsidiary of the CFE group and consolidated using the global integration method, has been absorbed by the VMA Druart SA company, itself a fully-owned subsidiary of the CFE group and consolidated using the global integration method. Following this merger by absorption, the legal name of the VMA Druart SA company was changed to VMA Sud SA;
  • The Mobix Remacom NV and Mobix Stevens NV companies, fully-owned subsidiaries of the CFE group and consolidated using the global integration method, have been absorbed, with retroactive effect as of 1 January 2023, by the Mobix Engema SA company, itself a fully-owned subsidiary of the CFE group and consolidated using the global integration method;
  • The CFE Contracting SA company, a fully-owned subsidiary of the CFE group and consolidated using the global integration method, acquired a 100% stake in the newly created VMA Sustainability Fund I NV company. This company has been consolidated using the global integration method.

3. Construction & Renovation segment

During the first half of 2023, no changes in the consolidation scope affected the Construction & Renovation segment of the CFE Group.

4. Investments & Holding segment

During the first half of 2023, the main changes in the consolidation scope in the Investments & Holding segment of the CFE Group are as follows:

  • Rent-A-Port, 50% owned by the CFE group and integrated using the equity method, sold its stake in BSTOR NV to the newly created company GreenStor NV, 50% owned by the CFE group and integrated using the equity method. Following this sale, Rent-A-Port was renamed Deep C Holding;
  • The stake of Deep C Holding, 50% owned by the CFE group and integrated using the equity method, in Infra Asia Investment Hong Kong Ltd was diluted from 94% to 84% following the \$23.8 million capital increase in which it did not take part of. The impact of this transaction had a positive effect of €4.2 million on the CFE group's shareholders' equity, as presented in the consolidated statement of changes in shareholders' equity (on the line « Changes in consolidation scope and other movements »).

1. GENERAL POLICIES

1.1. IFRS as endorsed by the European union

The interim report for the period ended 30 June 2024 has been prepared in accordance with IAS 34 Interim Financial Reporting. The interim report does not include all the information of the annual report and its annexes, and should be read in conjunction with the CFE's annual report of 31 December 2023.

The accounting principles used at 30 June 2024 are the same as those used for the consolidated financial statements at 31 December 2023, except for the standards and/or amendments to standards described below as endorsed in the European Union, mandatorily applicable as of 1 January 2024.

1.2. STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON OR AFTER 1 JANUARY 2024

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

The application of these standards and interpretations had no material impact on the consolidated financial statements of CFE.

1.3. STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2024

The Group did not apply early any of the following new standards and interpretations, application of which was not mandatory at 30 June 2024.

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU)
  • IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • IFRS 19 Subsidiaries without Public Accountability Disclosures (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU)

2. CONSOLIDATION METHODS

2.1. SCOPE OF CONSOLIDATION

Companies in which the group, directly or indirectly, holds the majority of voting rights enabling control to be exercised, are fully consolidated.

Companies over which the group exercises joint control with other shareholders are consolidated using the equity method. This applies in particular to Deep C Holding, GreenStor, Green Offshore and certain subsidiaries of BPI.

The change in the scope of consolidation of the CFE group between December 2023 and June 2024 is summarised as follows:

Number of entities June 2024 December 2023
Global integration 64 64
Equity method 88 91
Total 152 155

2.2. INTRA-GROUP OPERATIONS

Reciprocal operations and transactions relating to assets and liabilities and income and expenses between integrated companies are eliminated in the consolidated financial statements. This elimination is carried out:

  • in full if the operation is carried out between two subsidiaries;
  • up to the holding percentage of the company accounted for using the equity method for the internal result realised between a fully consolidated company and a company accounted for using the equity method.

2.3. TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES AND ESTABLISHMENTS

In most cases, the operating currency of companies and establishments corresponds to the currency of the country concerned.

The financial statements of foreign companies whose operating currency is different from that used in preparing the group's consolidated financial statements are translated at the closing rate for the items of the consolidated statement of financial position and at the average rate for the period for the items of the consolidated statement of income. Any resulting conversion differences are recognised as exchange differences resulting from the translation in the consolidated reserves. Goodwill relating to foreign companies is considered to be part of the assets and liabilities acquired and, as such, is converted at the exchange rate applicable on the closing date.

2.4. FOREIGN CURRENCY TRANSACTION

Transactions in foreign currency are converted into euros at the exchange rate on the transaction date. Financial assets and monetary liabilities denominated in foreign currencies are converted into euros at the exchange rate applicable at the closing date of the period. The resulting exchange profits and losses are recognised in the 'foreign exchange income' heading, and are presented under 'other financial income and expenses' in the consolidated statement of income.

Foreign exchange profits and losses on loans denominated in foreign currencies or on foreign exchange derivatives used to hedge participations in foreign subsidiaries are recorded under the heading 'exchange differences on translation' resulting from the conversion in 'other elements' of the consolidated statement of comprehensive income, and are the object of a separate reserve in equity.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1. USE OF ESTIMATES, JUDGMENTS AND ASSUMPTIONS

The preparation of financial statements according to the IFRS standards requires the use of estimates, as well as the formulation of judgments and assumptions that affect the amounts shown in those financial statements, particularly with regard to the following items:

  • the period over which non-current assets are depreciated or amortized;
  • the measurement of provisions and post-employment obligations;
  • the measurement of income or losses on construction contracts using the percentage of completion method. Income from construction contracts is calculated on the basis of the percentage of completion of the project multiplied by the estimated income on completion. This includes identified additional costs as well as any penalties for delay or compensation provided for contractually in accordance with Group rules. Salary and equipment expenses not allocated to projects are excluded from the percentage-of-completion calculation;
  • estimates used in impairment tests;
  • the valuation of financial instruments at fair value;
  • the assessment of control;
  • the qualification of the nature of the transaction as a business combination or an acquisition of assets when a company is acquired;
  • the assumptions used to determine the financial liabilities in accordance with the IFRS 16 standard.

These estimates assume the operation is a going concern and are made on the basis of the information available at the time they were established. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.

3.2. ADDITIONAL INFORMATION ON THE IMPACT OF THE MACROECONOMIC ENVIRONMENT ON THE INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The unfavorable effects of current market conditions are mainly observable in the cost of financing following the rise in interest rates both in the Euro zone and in Poland.

This environment is prompting some of CFE's customers, particularly property developers, to postpone the start-up of projects for which building permits have already been obtained, and calls for tender for new projects.

4. SEGMENT REPORTING

4.1. OPERATING SEGMENTS

Segment reporting is presented in respect of the group's operating segments. Segment results and assets and liabilities include items that can be directly attributed to a segment.

The CFE group can be divided into four operating segments:

Real Estate Development

The Real Estate Development segment develops real estate projects in Belgium, Luxembourg and Poland.

Multitechnics

The Multitechnics segment includes the activities of the VMA and MOBIX divisions:

  • VMA specializes in developing technical building installations, their automated management (smart buildings) and long-term maintenance as well as in automating production lines in the automotive, chemical and food industries;
  • MOBIX is a leading player in Belgium for carrying out railway works (laying tracks, catenaries and signalling) and public lighting.

Construction & Renovation

The Construction & Renovation segment includes all CFE subsidiaries active in Belgium, Poland, the Grand Duchy of Luxembourg and in Germany, which specialize in the construction and renovation of office buildings, residential buildings, hospitals, hotels, schools, car parks and industrial buildings. The companies Wood Shapers (construction and promotion of projects using bio-based and hybrid materials) and LTS (production and assembly plants for prefabricated wooden elements) are also part of this segment.

Investments & Holding

Besides the holding activities, this segment includes participations in Deep C Holding, Green-Offshore, GreenStor and in one Design Build Finance and Maintenance contract in Belgium.

We refer to the section "Segment analysis" in the press release.

4.2. CONSOLIDATED STATEMENT OF INCOME

For the period ended June 30, 2024
(in € thousands)
Real Estate
Development
Multi
technics
Construction &
Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
Revenue 29,265 157,796 442,222 1,017 (29,599) 600,701
EBITDA 6,286 6,335 12,166 (1,873) (1,179) 21,735
% Revenue 21.48% 4.01% 2.75% 3.62%
Depreciation and amortisation (642) (4,761) (5,230) (335) 0 (10,968)
Income from operating activities 5,644 1,574 6,936 (2,208) (1,179) 10,767
Share of profit (loss) of investments
accounted for using equity method
(8,155) (14) (163) 2,188 0 (6,144)
Operating income (EBIT) (2,510) 1,559 6,773 (20) (1,179) 4,623
% Revenue (8.58%) 0.99% 1.53% 0.77%
Financial result 2,328 (280) 4,678 (3,115) 0 3,611
Income tax expenses 889 (1,796) (3,077) 7 295 (3,682)
Result for the period - share of the group 324 (517) 8,374 (3,128) (884) 4,169
% Revenue 1.11% (0.33%) 1.89%
For the period ended June 30, 2023
(in € thousands)
Real Estate
Development
Multi
technics
Construction &
Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
Revenue 73,059 171,229 455,116 1,038 (58,747) 641,695
EBITDA 11,134 3,168 5,364 713 (335) 20,044
% Revenue 15.24% 1.85% 1.18% 3.12%
Depreciation and amortisation (566) (4,404) (4,645) (403) 0 (10,018)
Income from operating activities 10,568 (1,236) 719 310 (335) 10,026
Share of profit (loss) of investments
accounted for using equity method
(1,876) (9) 5 9,052 0 7,172
Operating income (EBIT) 8,692 (1,245) 724 9,362 (335) 17,198
% Revenue 11.90% (0.73%) 0.16% 2.68%
Financial result 453 (534) 1,163 (736) 0 346
Income tax expenses (2,310) (639) (2,083) (20) 83 (4,969)
Result for the period - share of the group 6,738 (2,418) (196) 8,606 (253) 12,477
% Revenue 9.22% (1.41%) (0.04%)

4.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the period ended June 30, 2024
(in € thousands)
Real Estate
Development
Multi
technics
Construction &
Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
ASSETS
Goodwill 0 22,999 911 0 0 23,910
Property, plant and equipment 5,438 46,614 39,995 4,003 (24) 96,026
Non-current loans to consolidated group
companies 0 0 0 40,000 (40,000) 0
Other non-current financial assets 108,691 0 0 32,793 0 141,484
Investments accounted for using equity method 93,663 165 3,544 75,413 0 172,785
Other non-current assets 11,733 1,762 14,811 163,298 (161,761) 29,843
Inventories 170,864 6,811 10,729 24 (825) 187,603
Cash and cash equivalents 7,507 4,053 62,048 43,038 0 116,646
Internal cash position - Cash pooling - assets 875 50,436 167,701 26,540 (245,552) 0
Other current assets 22,648 122,748 268,676 15,056 (16,304) 412,824
Total assets 421,419 255,588 568,415 400,165 (464,466) 1,181,121
LIABILITIES
Equity 153,357 92,016 96,569 50,894 (162,611) 230,225
Non-current borrowings to consolidated group
companies
40,000 0 0 0 (40,000) 0
Non-current financial liabilities 43,747 26,191 19,641 102,645 0 192,224
Other non-current liabilities 46,155 1,855 20,746 4,010 0 72,766
Current financial liabilities 22,411 5,962 5,212 30,370 0 63,955
Internal cash position - Cash pooling - liabilities 29,009 13,349 13,192 190,002 (245,552) 0
Other current liabilities 86,740 116,215 413,055 22,244 (16,303) 621,951
Total liabilities 268,062 163,572 471,846 349,271 (301,855) 950,896
Total equity and liabilities 421,419 255,588 568,415 400,165 (464,466) 1,181,121
For the period ended December 31, 2023
(in € thousands)
Real Estate
Development
Multi
technics
Construction &
Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
ASSETS
Goodwill 0 22,982 912 0 0 23,894
Property, plant and equipment 5,642 45,988 39,469 4,012 (24) 95,087
Non-current loans to consolidated group
companies
0 0 0 44,000 (44,000) 0
Other non-current financial assets 113,345 0 171 29,274 0 142,790
Investments accounted for using equity method 104,502 182 3,531 77,150 0 185,365
Other non-current assets 9,839 2,085 11,307 180,107 (179,271) 24,067
Inventories 145,285 7,349 10,010 25 (825) 161,844
Cash and cash equivalents 4,390 3,249 78,045 68,408 0 154,092
Internal cash position - Cash pooling - assets 17,749 42,529 167,981 23,753 (252,012) 0
Other current assets 25,346 136,210 241,129 14,864 (24,102) 393,447
Total assets 426,098 260,574 552,555 441,593 (500,234) 1,180,586
LIABILITIES
Equity 159,141 88,897 90,975 77,500 (180,120) 236,393
Non-current borrowings to consolidated group
companies
40,000 0 4,000 0 (44,000) 0
Non-current financial liabilities
53,424 26,054 18,838 92,649 0 190,965
Other non-current liabilities 53,710 1,882 21,093 4,534 0 81,219
Current financial liabilities 10,341 5,835 4,951 35,267 0 56,394
Internal cash position - Cash pooling - liabilities 18,435 14,386 9,368 209,823 (252,012) 0
Other current liabilities 91,047 123,520 403,330 21,820 (24,102) 615,615
Total liabilities 266,957 171,677 461,580 364,093 (320,114) 944,193

4.4. CONSOLIDATED STATEMENT OF CASHFLOWS

For the period ended June 30, 2024
(in € thousands)
Real Estate
Development
Multitechnics Construction &
Renovation
Investments &
Holding
Consolidated
total
Cash flows from (used in) operating activities before
changes in working capital
16,087 5,354 11,422 (494) 32,369
Cash flows from (used in) operating activities (17,799) 722 (9,726) 7,261 (19,542)
Cash flows from (used in) investing activities (148) (2,918) (2,416) (2,980) (8,462)
Cash flows from (used in) financing activities 21,037 3,040 (4,032) (29,712) (9,667)
Net increase/(decrease) in cash position 3,090 844 (16,174) (25,431) (37,671)
For the period ended June 30, 2023
(in € thousands)
Real Estate
Development
Multitechnics Construction &
Renovation
Investments &
Holding
Consolidated
total
Cash flows from (used in) operating activities before
changes in working capital
19,336 2,933 6,341 2,493 31,103
Cash flows from (used in) operating activities (5,305) (3,691) (12,147) (5,932) (27,075)
Cash flows from (used in) investing activities (696) (3,097) (6,706) 8,546 (1,953)
Cash flows from (used in) financing activities 9,336 5,124 20,141 9,824 44,425

The cash flow from (used in the context of) financing activities includes the amounts of cash pooling compared to other segments. A positive amount corresponds to a use of liquidity in the cash pooling. This item also includes cash-flows related to external financing, especially and primarily in Real Estate Development and Investments & Holding segments.

4.5. OTHER INFORMATION

For the period ended June 30, 2024
(in € thousands)
Real Estate
Development
Multitechnics Construction &
Renovation
Investments &
Holding
Consolidated
total
Depreciation (642) (4,761) (5,230) (335) (10,968)
Investments 667 5,871 7,523 309 14,370
For the period ended June 30, 2023
(in € thousands)
Real Estate
Development
Multitechnics Construction &
Renovation
Investments &
Holding
Consolidated
total
Depreciation (566) (4,404) (4,645) (403) (10,018)

The investments include the acquisitions of intangible assets and property, plant and equipment. These mainly concern assets recognized as right of use within the meaning of IFRS 16 (equipment, offices and vehicles) and the equipment for the Mobix division. Acquisitions through business combinations are not included in these amounts.

4.6. GEOGRAPHICAL INFORMATION

The breakdown of revenue by country is based on the countries in which services are provided. The revenue of the CFE group breaks down as follows:

For the period ended June 30
(in € thousands)
2024 2023
Belgium 455,904 493,429
Luxembourg 34,192 73,584
Poland 90,766 61,184
Others 19,839 13,498
Consolidated total 600,701 641,695

4.7. BREAKDOWN OF REVENUE BY BUSINESS AREA

For the period ended June 30
(in € thousands)
2024 2023
Real Estate Development 29,265 73,059
VMA 113,441 121,962
MOBIX 44,392 49,283
Eliminations intra segments (37) (16)
Multitechnics 157,796 171,229
Construction & Renovation 442,222 455,116
Investments & Holding and eliminations between segments (28,582) (57,709)
Consolidated total 600,701 641,695

The CFE group's revenue from Construction & Renovation segment includes revenue generated for the benefit of the Real Estate Development segment.

The elimination of the revenue common to the Construction & Renovation segment and the Real Estate Development segment, is carried out at the level of eliminations between segments.

As the construction and the sales of the Real Estate Development segment do not take place simultaneously, internally generated revenue is accounted for under work in progress and reversed at the time of sale.

5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

During the first half of 2024, the companies PPP Betrieb Schulen Eupen SA and PPP Schulen Eupen SA, respectively 25% and 19% owned by the CFE group and integrated using the equity method, are dissolved. The impact of this transaction is immaterial in respect of the consolidated statement of income. In the consolidated statement of cashflow, the effect of the transaction (+€550 thousand) is presented on the line "Change of the investment percentage net of cash acquired/sold".

In the Multitechnics, Construction & Renovation and Investments & Holding segments, no other transaction within the meaning of the IFRS 3 Business combinations standard having a significant impact took place during the first six months of 2024.

Acquisitions and disposals in the Real Estate Development segment are not business combinations; therefore the consideration paid is allocated to the land and buildings booked in inventories. No acquisition or disposal occurred during the first half of 2024.

6. OTHER OPERATING INCOME

Other operating income, which amounted to €20,558 thousand (June 2023: €17,233 thousand) are primarily related to:

  • miscellaneous rebilling and other compensation amounting to €19,555 thousand compared to €16,677 thousand for the period ended 30 June 2023;
  • capital gains on disposals of intangible assets and property, plant and equipment amounting to €1,003 thousand compared to €556 thousand for the period ended 30 June 2023.

7. FINANCIAL RESULT

As of 30 June 2024, the financial result amounted to €3,611 thousand, compared to €346 thousand as of 30 June 2023. This increase is primarily related to:

  • the positive impact resulting from the recycling of cumulative exchange gains previously recognized in the comprehensive income in respect of the intra-group loans in EURO granted by BPI Real Estate Belgium to BPI Real Estate Poland, following the partial reimbursements of the loans in the first half of 2024. There is no other accounting effect besides the recycling of cumulative exchange gains. The repayment of the loans can be seen as a partial disposal as defined in IAS 21. As such, resulting in the recycling of cumulative exchange gains via profit or loss;
  • the increase of realized foreign exchange gains realised by CFE Polska linked to higher volume transactions in EURO;
  • partially offset by an increase in the cost of net financial debt resulting from higher interest rates combined to higher average net financial debt.

8. INCOME TAX OF THE COMPREHENSIVE INCOME

The tax expense amounted to €3,682 thousand for the first half of 2024, compared to €4,969 thousand for the first half of 2023. The effective tax rate amounted to 25.6%, compared to 47.9% as at 30 June 2023. The effective tax rate is defined as the income tax expense over result before tax from which the share of profit (loss) of investments accounted for using equity method have been deducted.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which CFE operates (ao. Belgium). Ackermans & van Haaren NV (AvH NV) is the Ultimate Parent Entity ('UPE') for Pillar Two purposes of CFE Group's constituent entities. These constituent entities will therefore be in scope of the Pillar Two consequences applicable to the AvH Group.

The Pillar Two legislation is effective for the AvH Group's current financial year beginning 1 January 2024.

As a consequence of the fact that CFE Group is part of the AvH Group, the outcome of Pillar Two impact can only be assessed at the level of the AvH Group. It is impossible for CFE to reasonably estimate the impact of the (expected) Pillar Two legislation.

Based on an assessment made by the AvH Group, the AvH Group has identified potential exposure to Pillar Two top-up taxes in certain jurisdictions. The exact exposure can currently not reasonably be estimated, a.o. since the outcome of the assessment will still be influenced by the expected OECD Administrative Guidance to be published in the course of 2024. However, based on historical data, the group's expected interpretation of further OECD Administrative Guidance and a risk assessment performed, the AvH Group currently does not expect a material exposure.

At June 30 2024,, no provision nor current tax expense has been recognized in CFE Group's consolidated financial statements.

At June 30 2024, CFE group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

9. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

As of 30 June 2024, investments accounted for using equity method amounted to €172,785 thousand compared to €185,365 thousand as of 31 December 2023. The decrease mainly concerns:

  • the integration of the share of the CFE group in the result of investments accounted for using equity method which amounted to (€6,144) thousand as of 30 June 2024 (compared to €7,172 thousand as of 30 June 2023);
  • the reclassification as provisions for negative investments accounted for using equity method in the amount of €2,427 thousand;
  • capital increase and decrease in investments accounted for using the equity method within the Real Estate Development segment (+€4,505 thousand);
  • partially compensated by the dividends distributed by investments accounted for using equity method in the amount of €12,628 thousand that mainly arising from some project companies of the Real Estate Development segment and Green Offshore.

The share of the CFE group in the result of investments accounted for using the equity method is mainly derived from the activities of the Real Estate Development segment and the participations of Deep C Holding in harbour concessions and Green Offshore in concessionary companies of offshore wind farms Rentel and SeaMade.

10. PROVISIONS OTHER THAN THOSE RELATING TO NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS

As of 30 June 2024, these provisions amounted to €59,515 thousand, which represents an increase of €2,197 thousand compared to year-end 2023 (€57,318 thousand).

(in € thousands) After-sales
service
Provisions for negative
investments accounted
for using equity method
Other risks Total
Balance at the end of the previous period¹ 15,713 24,836 16,769 57,318
Effects of changes in foreign exchange rates 15 0 32 47
Transfers between items 0 2,427 1,049 3,476
Additions to provisions 1,390 0 513 1,903
Used/reversed provisions (1,314) 0 (1,915) (3,229)
Balance at the end of the period 15,804 27,263 16,448 59,515
of which current: 1,580 0 13,880 15,460
non-current: 14,224 27,263 2,568 44,055

The provision for after-sales service increased by €91 thousand and amounted to €15,804 thousand as at 30 June 2024. The change during the first six months of 2024 was mainly the result of additions to and/or reversals of provisions recognized in relation to 10-year warranties.

When the CFE group's share in the losses from investment accounted for using equity method exceeds the carrying amount of the investment, the latter amount is reduced to zero. The losses beyond this amount are not recognized, except for the amount of the CFE group's commitments to these investments accounted for using equity method. The amount of these commitments is accounted for in the non-current provisions, as the group considers having the obligation to support those entities and their projects.

Provisions for other risks decreased by (€321) thousand and amounted to €16,448 thousand as at 30 June 2024.

Provisions for other current risks (€13,880 thousand) mainly include provisions for current litigation (€8,982 thousand) as well as provisions for other current liabilities (€4,898 thousand). As regards other current liabilities, we cannot provide more information on the assumptions made, or on the time of the probable cash outflow, given that negotiations with the customers are in still in progress.

Provisions for other non-current risks include the provisions for risks not directly related to construction site operations in progress.

11. INFORMATION RELATED TO STOCK OPTION PLANS ON OWN SHARES

11.1. STOCK OPTION PLANS

During the year 2022, the Board of Directors approved a stock option plan to involve the members of the Executive Committee in the long-term growth of the Group. The plan provides that each option is for one CFE share and is granted free of charge. Options have a term of seven years. Options are cancelled if the contractual relationship is terminated before the vesting date. The Remuneration Committee is responsible for monitoring the plan and designating beneficiaries.

During the year 2022, options were granted to two beneficiaries, members of the Executive Committee, who accepted them in full. In the first half of 2024, no options were granted, exercised or cancelled.

During the financial year At year-end
Year granted Options
granted
Options
exercised
Expired
options
Number of
options
Number of
exercisable
options
Strike price
(in euros)
Exercise period
2022 200,000 0 0 200,000 0 10.31 01/01/2026 – 16/10/2029
2023 0 0 0 200,000 0 10.31 01/01/2026 – 16/10/2029
2024 0 0 0 200,000 0 10.31 01/01/2026 – 16/10/2029

For stock options outstanding at the end of the period, the weighted average remaining contractual life is as follows:

Number of years
December 2022 6.8
December 2023 5.7
June 2024 5.1

The value of the options, calculated on the basis of their value when granted, was determined by an independent expert on the basis of the following assumptions:

Year granted Quoted
market price
Number of
options
exercised
Dividend
yield
Volatility Interest rate Expected
duration
Value according to the Black
& Scholes method
(€/share) Total value (€
thousand)
2022 10.46 0 4.31% 33.10% 2.66% 7.0 2.406 481

The total value of the options granted amounted to €481 thousand. As no additional stock options were issued during the first half of 2024, the assumptions have not been reassessed and the fair value remains unchanged. The fair value is recognized in the consolidated statement of income on a straight-line basis over the vesting period (3 years). Consequently, during the period ending 30 June 2024, an expense of €80 thousand was recognized in this respect, the impact of which is presented on the line "Movements related to treasury shares and share-based payments" in the consolidation statements of changes in equity.

11.2. TREASURY SHARES

During the first half of 2024, CFE has not acquired or sold any additional treasury shares compared with the end of December 2023.

As of 30 June 2024, the number of own shares held amounts to 512,557, at an average price of €8.91 per share.

Year During the financial year Year-end balance
Balance at start of year Purchases Sales
2022 0 1.241.650 849.492 392.158
2023 392.158 120,399 0 512,557
2024 512,557 0 0 512,557

12. CONTINGENT ASSETS AND LIABILITIES

Based on available information at the date on which the financial statements were approved by the Board of Directors, CFE is not aware of any significant contingent assets or liabilities, with the exception of contingent assets or liabilities related to construction contracts (for example, the group's claims against customers or claims by subcontractors), which can be described as normal in the Construction & Renovation and Multitechnics sectors and are handled by applying the percentage of completion method when the revenue is recognized.

CFE also sees to it that the companies of the group take the necessary organisational measures to ensure that the current laws and regulations are observed, including the rules on compliance.

13. DERIVATIVE FINANCIAL INSTRUMENTS

The company uses derivative financial instruments primarily to reduce exposure to adverse fluctuations in interest and foreign exchange rates. The company's policy prohibits the use of such instruments for speculation purposes. The company does not hold or issue financial instruments for trading purposes. Derivatives that do not qualify as hedging instruments under the IFRS 9 standard, however, are presented as instruments held for trading.

As of 30 June 2024, financial derivatives are used to hedge interest-rate risk on corporate financing of CFE SA and BPI Real Estate Belgium SA and to hedge exchange rates risk on the group's operating activities.

The variation in the value of derivatives qualified as cash flow hedges does not directly impact the consolidated statement of comprehensive income, and is recognized in 'other elements of the comprehensive income'. In the event that the value of the derivatives has to be restated, the impact is recognized in the consolidated statement of income.

The fair value variation of exchange rate instruments is considered as construction costs. This variation is presented as an operating result.

The change in fair value linked to hedging instruments in the CFE group's consolidated shareholders' equity also concerns those of companies consolidated using the equity method. This mainly concerns the IRS hedging instruments from concessionary companies of offshore wind farms, SeaMade and Rentel.

As of 30 June 2024, derivative financial instruments have been estimated at their fair value.

CARRYING AMOUNT AND FAIR VALUE BY ACCOUNTING POLICY

June 30, 2024
(€ thousand)
FAMMFVV /
FLFVPL (3) -
Derivatives not
designated as
hedging
instruments
FAMMFVV /
FLFVPL (3) -
Derivatives
designated as
hedging
instruments
Assets/
liabilities
measured at
amortised cost
Total of net
carrying
amount
Fair value
measurement
by level
Fair value of
the class
Non-current financial assets 0 986 141,484 142,470 142,470
Financial loans and receivables (1) 0 0 141,484 141,484 Level 2 141,484
Derivatives 0 986 0 986 Level 2 986
Current financial assets 0 914 446,041 446,956 446,956
Trade and other operating receivables 0 0 329,395 329,395 Level 2 329,395
Derivatives 0 914 0 914 Level 2 914
Cash Equivalents (2) 0 0 10,798 10,798 Level 1 10,798
Cash at bank and in hand (2) 0 0 105,848 105,848 Level 1 105,848
Total assets 0 1,900 587,525 589,425 589,425
Non-current financial liabilities 0 0 192,224 192,224 191,260
Financial liabilities 0 0 192,224 192,224 Level 2 191,260
Derivatives 0 0 0 0 Level 2 0
Current financial liabilities 0 0 382,319 382,319 380,955
Trade and other operating payables 0 0 318,364 318,364 Level 2 318,364
Financial liabilities 0 0 63,955 63,955 Level 2 62,591
Derivatives 0 0 0 0 Level 2 0
Total liabilities 0 0 574,453 574,453 572,215
December 31, 2023
(€ thousand)
FAMMFVV /
FLFVPL (3) -
Derivatives not
designated as
hedging
instruments
FAMMFVV /
FLFVPL (3) -
Derivatives
designated as
hedging
instruments
Assets/
liabilities
measured at
amortised cost
Total of net
carrying
amount
Fair value
measurement
by level
Fair value of
the class
Non-current financial assets 0 336 142,790 143,126 143,126
Financial loans and receivables (1) 0 0 142,790 142,790 Level 2 142,790
Derivatives 0 336 0 336 Level 2 336
Current financial assets 0 2,657 467,672 470,329 470,329
Trade and other operating receivables 0 0 313,580 313,580 Level 2 313,580
Derivatives 0 2,657 0 2,657 Level 2 2,657
Cash Equivalents (2) 0 0 27,215 27,215 Level 1 27,215
Cash at bank and in hand (2) 0 0 126,877 126,877 Level 1 126,877
Total assets 0 2,993 610,462 613,455 613,455
Non-current financial liabilities 0 125 190,965 191,090 205,549
Financial liabilities 0 0 190,965 190,965 Level 2 205,424
Derivatives 0 125 0 125 Level 2 125
Current financial liabilities 0 0 374,155 374,155 376,495
Trade and other operating payables 0 0 317,761 317,761 Level 2 317,761
Financial liabilities 0 0 56,394 56,394 Level 2 58,734
Derivatives 0 0 0 0 Level 2 0
Total liabilities 0 125 565,120 565,245 582,044

(1) Included in item "Other non-current financial assets"

(2) Included in item "Cash and cash equivalents"

(3) FAMMFV: Financial assets mandatorily measured at fair value through profit and loss FLFVPL: Financial liabilities

measured at fair value through profit and loss.

The fair value of financial instruments can be classified according to three levels (1 to 3) based on the degree to which the inputs to the fair value measurements are observable:

  • Fair value measurements of level 1 are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • Fair value measurements of level 2 are based on inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (through prices) or indirectly (through input derived from prices);

  • Fair value measurements of level 3 are based on valuation techniques comprising inputs which are unobservable for the asset or liability.

The fair value of financial instruments has been determined using the following methods:

  • For short-term financial instruments, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost;

  • For floating rate liabilities, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost;

  • For derivative financial instruments (foreign currency, interest rate or forecasted cash flows), the fair value is determined using valuation models discounting future cash flows based on future interest rate curves, foreign currency curves or other forward prices;

  • For the other derivative instruments, the fair value is determined by discounting future estimated cash flows;

  • For fixed rate liabilities, the fair value is determined using valuation models discounting future cash flows based on current market interest rate.

14. NET FINANCIAL DEBT

14.1. Breakdown of the net financial debt as defined by the

group

June 2024 December 2023
(in € thousands) Non
current
Current Total Non
current
Current Total
Bank loans and other financial debts 51,735 42,938 94,673 42,519 37,679 80,198
Drawings on credit facilities 103,000 9,997 112,997 112,492 0 112,492
Lease debts 37,489 11,020 48,509 35,954 10,465 46,419
Total long-term financial debt 192,224 63,955 256,179 190,965 48,144 239,109
Short-term financial debts 0 0 0 0 8,250 8,250
Cash equivalents 0 (10,798) (10,798) 0 (27,215) (27,215)
Cash 0 (105,848) (105,848) 0 (126,877) (126,877)
Net short-term financial debt/(cash) 0 (116,646) (116,646) 0 (145,842) (145,842)
Total net financial debt 192,224 (52,691) 139,533 190,965 (97,698) 93,267
Derivative instruments used as interest-rate
hedges
(986) (222) (1,208) (211) 0 (211)

Bank loans and other financial debts (€94,673 thousand as at 30 June 2024) mainly concern the medium-term bank loans of the Real Estate Development segment and allocated to the financing of certain projects, medium term treasury notes issued by CFE SA and BPI Real Estate Belgium SA as well as the financing of the new headquarters of Van Laere NV and VMA NV.

Lease debts (€48,509 thousand as at 30 June 2024) relate to contracts that meet the criteria of the scope of application of IFRS 16 Leases.

No short-term financial debts remain outstanding at 30 June 2024

The change in the total of financial debts is mainly due to:

  • loans granted (€23,739 thousand) that mainly concern the increase in drawings on the confirmed long-term bank credit facilities of CFE SA (€5 million), new project finance loans in the Real Estate Development segment (€13 million) and new leases (€5 million) in the Multitechnics segment (Mobix and Mobix Engetec);

  • repayments of borrowings (€22,068 thousand) that mainly concern the decrease in drawings on the confirmed longterm bank credit facilities of BPI Real Estate Belgium SA (€4,500 thousand), repayments of BPI Real Estate Belgium SA's treasury notes maturing in the first half of 2024 (€6.250 thousand) and repayments of leases debts (€9,531 thousand).

14.2. CREDIT FACILITIES AND BANK TERM LOANS

As of 30 June 2024, CFE SA held confirmed long-term bank credit facilities of €180 million, of which €95 million was drawn as at 30 June 2024 (€90 million as at 31 December 2023). CFE SA also has the facility of issuing treasury notes up to an amount of €50 million. This source of financing was used to an amount of €35 million as at 30 June 2024. To limit the interest rate risk, interest rate hedging contracts have been put in place for a notional amount of €70 million; the fair value of these derivatives amounts to €(969) thousand. As of 30 June 2024, the amount drawn on the credit facilities is covered to the extent of €70 million.

As of 30 June 2024, BPI Real Estate Belgium SA and its subsidiary BPI Real Estate Luxembourg SA together have confirmed long-term bank credit facilities of €60 million, of which €18 million was drawn as at 30 June 2024 (€22.5 million as at 31 December 2023). BPI Real Estate Belgium SA also has the facility of issuing treasury notes up to an amount of €40 million. An amount of €10.25 million was drawn from this source of funding as of June 30, 2024 (€16.5 million as at 31 December 2023). In order to limit interest rate risk, interest rate hedging contracts have been put in place for a notional amount of €32.4 million; the fair value of these derivatives is (€239) thousand.

14.3. FINANCIAL COVENANTS

Bilateral credit facilities are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets. These covenants are fully complied with as of 30 June 2024.

15. OTHER COMMITMENTS GIVEN

Other commitments given by the CFE Group as of 30 June 2024, other than real security interests, amounted to €330,437 thousand (December 2023: €357,628 thousand) and break down as follows:

(in € thousands) June 2024 December 2023
Performance guarantees and performance bonds (a) 252,165 263,051
Bid bons (b) 0 0
Retentions (c) 0 1,749
Other commitments given (d) 78,272 92,828
Total 330,437 357,628

(a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.

(b) Guarantees provided as part of tenders relating to works contracts.

(c) Security provided by a bank to a client to replace the use of retention money.

(d) Letters of credit – completion guarantee, Breyne Act – mortgage mandates and mortgages

The line item 'Other commitments given' is mainly related to the mortgages granted in the context of project financing in the Real Estate Development segment (mainly Pourpelt, Herrenberg and Mimosas).

16. OTHER COMMITMENTS RECEIVED

Other commitments received by the CFE group as of 30 June 2024 amounted to €54,774 thousand (December 2023: €48,589 thousand) and break down as follows:

(in € thousands) June 2024 December 2023
Performance guarantees and performance bonds 48,791 43,175
Other commitments received 5,983 5,414
Total 54,774 48,589

17. LITIGATION

CFE group is exposed to a number of claims that may be regarded as normal in the construction and multitechnics sectors. In most cases, the CFE group seeks to conclude a transaction agreement with the counterparty, which substantially reduces the number of lawsuits.

CFE group tries to recover outstanding receivables from its customers. However, it is not possible to estimate these potential assets.

18. RELATED PARTIES

Ackermans & van Haaren (AvH) owns 15,725,684 CFE shares as at 30 June 2024, being the main shareholder of the CFE group with a stake of 62.12% (no change from December 31, 2023).

CFE SA entered into a service contract with Ackermans & van Haaren. The remuneration due by CFE SA under this contract amounted to €188 thousand for the first half of 2024 (compared to €175 thousand for the first half of 2023).

As of 30 June 2024, the CFE Group has joint control with Ackermans & van Haaren over Deep C Holding NV, Green Offshore NV, GreenStor NV and Hofkouter NV.

As of 30 June 2024, the day-to-day management of CFE has been carried out by Trorema SRL represented by Raymund Trost, CEO and Chairman of the Executive Committee. The other six members of the Executive Committee are MSQ SRL represented by Fabien De Jonge, AHO Consulting SRL represented by Alexander Hodac, Artist Valley SA represented by Jacques Lefevre, COEDO SRL represented by Arnaud Regout, Focus2LER SRL represented by Valérie Van Brabant and LAMCO represented by Bruno Lambrecht.

The only transactions between CFE and the members of the Executive Committee are:

  • invoicing for their services through their management company;
  • a loan granted to a member of the Executive Committee;
  • transactions under the long-term incentive plans (we refer to note 11 "Information on stock option plans").

Transactions with related parties mainly concerned transactions with companies in which CFE has a significant influence or a joint control. Such transactions are carried out on a market price basis.

There were no significant changes in the nature of transactions with associated parties during the first half of 2024 compared to financial year 2023.

Commercial and financing transactions between the CFE group and investments accounted for using equity method are summarized as follows:

(in € thousands) June 2024 December 2023
Assets with related parties 167,070 166,699
Non-current financial assets 141,430 143,955
Trade and other operating receivables 18,204 15,874
Other current assets 7,436 6,870
Liabilities with related parties 5,945 15,154
Other non-current liabilities 5,867 14,936
Trade and other operating payables 79 218
(in € thousands) June 2024 June 2023
Expenses and income with related parties 42,265 24,996
Revenue and other operating income 38,354 21,250
Purchases and other operating expenses (160) (199)
Financial expenses and income 4,071 3,945

The decrease in other non-current liabilities relates to a change in current account in the Real Estate Development segment (Gravity (€6.3) million and M1 (€2.7) million).

The increase in revenue and other operating income with investments accounted for using equity method is mainly due to Polish projects Chmielna and Cavallia developed in partnership.

19. SUBSEQUENT EVENTS

No significant changes have occurred in the financial and commercial situation of the CFE group since 30 June 2024.

20. IMPACT OF FOREIGN CURRENCIES

The activities of the CFE group are mainly within the Euro zone and Poland. Consequently, the exposure to exchange risk is limited. The impact of translating the financial statements of entities whose functional currency is the zloty is recorded in the consolidated statement of comprehensive income under the item "Exchange differences on translation", with a corresponding adjustment to the shareholders' equity of the CFE group which present the cumulative translation differences.

21. SEASONAL NATURE OF THE BUSINESS

The construction activity is seasonal and susceptible to the climatic conditions of winter.

Revenue and income achieved in the first half year cannot be extrapolated over the full year. The seasonal nature of the business is reflected in a higher use of cash in the first half year.

No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year.

Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognised following the same valuation rules as at year-end. They were neither anticipated nor deferred in the interim financial statements.

ALTERNATIVE PERFORMANCE MEASURES RECONCILIATION

As shown below, the CFE group uses alternative performance measures to assess the group's financial performance. The definitions of those performance measures are presented in the 'Definition' section of this report.

The net financial debt an EBITDA have been computed using the consolidated statement of income and the consolidated statement of financial position:

Net financial debt
For the period ended June 30, 2024
(in € thousands)
Real Estate
Development
Multi
technics
Construction
& Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
Non-current borrowings from consolidated
companies of the group (*)
40,000 0 - 0 (40,000) 0
+ Non-current financial liabilities 43,747 26,191 19,641 102,645 0 192,224
+ Current financial liabilities 22,411 5,962 5,212 30,370 0 63,955
+ Internal cash position - Cash pooling -
liabilities (*)
29,009 13,349 13,192 190,002 (245,552) 0
Financial liabilities 135,167 45,502 38,045 323,017 (285,552) 256,179
- Non-current loans to consolidated companies
of the group (*)
0 0 0 (40,000) 40,000 0
- Cash and cash equivalents (7,507) (4,053) (62,048) (43,038) 0 (116,646)
- Internal cash position - Cash pooling - assets
(*)
(875) (50,436) (167,701) (26,540) 245,552 0
Cash and cash equivalents (8,382) (54,489) (229,749) (109,578) 285,552 (116,646)
Net financial debt 126,785 (8,987) (191,704) 213,439 0 139,533
Net financial debt
For the period ended December 31, 2023
(in € thousands)
Real Estate
Development
Multi
technics
Construction
& Renovation
Investments &
Holding
Eliminations
between
segments
Consolidated
total
Non-current borrowings from consolidated
companies of the group (*)
40,000 0 4,000 0 (44,000) 0
+ Non-current financial liabilities 53,424 26,054 18,838 92,649 0 190,965
+ Current financial liabilities 10,341 5,835 4,951 35,267 0 56,394
+ Internal cash position - Cash pooling -
liabilities (*)
18,435 14,386 9,368 209,823 (252,012) 0
Financial liabilities 122,200 46,275 37,157 337,739 (296,012) 247,359
- Non-current loans to consolidated
companies of the group (*)
0 0 0 (44,000) 44,000 0
- Cash and cash equivalents (4,390) (3,249) (78,045) (68,408) 0 (154,092)
- Internal cash position - Cash pooling - assets
(*)
(17,749) (42,529) (167,981) (23,753) 252,012 0
Cash and cash equivalents (22,139) (45,778) (246,026) (136,161) 296,012 (154,092)

(*) These account balances relate to the cash positions with regard to group entities belonging to other group operating segments (mainly CFE SA and CFE Contracting SA).2

Working capital requirements
(in € thousands)
June 2024 December 2023
Inventories 187,603 161,844
+ Trade and other operating receivables 329,395 313,580
+ Contract assets 69,882 68,411
+ Other current non-operating assets 8,387 5,637
- Trade and other operating receivables (318,364) (317,761)
- Current tax liabilities (12,393) (9,358)
- Contract liabilities (216,531) (201,618)
- Other current non-operating liabilities (59,203) (71,604)
Working capital requirement (11,224) (50,869)
EBITDA
(in € thousands)
June 2024 June 2023
Income from operating activities 10,767 10,026
Depreciation and amortisation of intangible assets, property, plant and
equipment
10,968 10,018
Consolidated EBITDA 21,735 20,044

The capital employed from the Real Estate Development segment has been computed using the consolidated statement of financial position per segment:

Capital employed
(in € thousands)
June 2024 December 2023
Equity - Real Estate Development segment 153,357 159,141
Net financial debt - Real Estate Development segment 126,785 100,061
Capital employed 280,142 259,202

STATEMENT ON THE TRUE AND FAIR NATURE OF THE FINANCIAL STATEMENTS

Article 12, paragraph 2, 3° of the Royal Decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

We certify, in the name and on behalf of Compagnie d'Entreprises CFE SA and on that company's responsibility, that, to our knowledge,

    1. the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, financial position and results of Compagnie d'Entreprises CFE SA and of the companies included in its scope of consolidation;
    1. the management report contains a true and fair presentation of the business, results and position of Compagnie d'Entreprises CFE SA and of the companies included in its scope of consolidation, along with a description of the main risks and uncertainties to which they are exposed.

SIGNATURES

Name: Fabien De Jonge Raymund Trost
*Acting on behalf of a BV/SRL *Acting on behalf of a BV/SRL
Role: Chief Financial Officer Chief Executive Officer and Chairman of the Executive Committee

Date: 26 August 2024

GENERAL INFORMATION ABOUT THE COMPANY

Company name: Compagnie d'Entreprises CFE
Head office: Avenue Edmond Van Nieuwenhuyse
30, 1160 Brussels
(Belgium)
Telephone: + 32 2 661 12 11
Legal form: Public limited company (société anonyme (SA))
Incorporated under Belgian law
Date of incorporation: 21 June 1880
Duration: Indefinite
Accounting period: From 1 January to 31 December
Trade Register entry: RPM Brussels 0400 464 795 – VAT 400.464.795
Place where legal documentation can be consulted: Head office

EY Bedrijfsrevisoren EY Réviseurs d'Entreprises De Kleetlaan 2 B - 1831 Diegem

Tel: +32 (0) 2 774 91 11 ey.com

Statutory auditor's report on the review of the consolidated condensed interim financial information as at 30 June 2024 and for the six-month period then ended

Introduction

We have reviewed the accompanying consolidated statement of financial position of Compagnie d'Entreprises CFE NV/SA as at 30 June 2024, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six-month period then ended, and notes ("the consolidated condensed interim financial information"). The board of directors is responsible for the preparation and presentation of this consolidated condensed interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated condensed interim financial information based on our review.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial information as at 30 June 2024 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Diegem, 28 August 2024

EY Bedrijfsrevisoren BV/EY Réviseurs d'Entreprises SRL Statutory auditor represented by

Marnix Van Dooren* Partner *Agissant au nom d'une SRL

Besloten vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles - BTW-TVA BE0446.334.711-IBAN N° BE71 2100 9059 0069 *handelend in naam van een vennootschap:/agissant au nom d'une société

A member firm of Ernst & Young Global Limited

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