Audit Report / Information • Feb 29, 2024
Audit Report / Information
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Audit Report Financial Statements as at 31 December 2023 Management Report

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
To the shareholders of Inmobiliaria Colonial, SOCIMI, S.A.:
We have audited the financial statements of Inmobiliaria Colonial, SOCIMI, S.A. (the Company), which comprise the balance sheet as of 31 December 2023, and the income statement, statement of changes in equity, cash flow statement and related notes for the year then ended.
In our opinion, the accompanying financial statements present fairly, in all material respects, the equity and financial position of the Company as of 31 December 2023, as well as its financial performance and cash flows for the year then ended, in accordance with the applicable financial reporting framework (as identified in note 2 of the notes to the financial statements), and in particular, with the accounting principles and criteria included therein.
We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the financial statements in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es 1

Recoverability of non-current equity instruments in group companies
On 31 December 2023 Inmobiliaria Colonial, SOCIMI, S.A. recognises a balance under Non-current equity instruments in group companies amounting to Euro 2,687,650 thousand, as detailed in note 10 to the accompanying financial statements. These instruments represent approximately 41% of total assets.
As outlined in note 4.e) to the accompanying financial statements, the Company makes all the necessary measurement adjustments at least at the year end, provided that there is objective evidence that the carrying amount of an investment will not be recoverable. The amount of the adjustment is calculated as the difference between the investment's carrying amount and recoverable amount, understood as the higher of fair value less costs to sell and the present value of future cash flows from the investment. Specifically, for most investees, unless better evidence is available of their recoverable amount, equity attributable to the Company is taken into consideration, increased by any latent capital gains existing at the time of the valuation, pursuant to the recommendations of EPRA (European Public Real Estate Association) in order to calculate the EPRA Net Tangible Asset (EPRA NTA), always taking into account the market price of the investee's shares on an organised market as the best evidence of recoverable value. Value adjustments and, if appropriate, their reversal, are recognised in the income statement for the year in which they arise.
The quantification of the recoverable amount of such instruments requires, as outlined in note 2.d) to the accompanying financial statements, the use of significant judgements and estimates by Company management when determining the valuation method and considering the key assumptions to be established in that method.
Key audit matters How our audit addressed the key audit matters
Our audit procedures included, among others, the analysis of the process implemented by the Company to assess the potential impairment of non-current equity instruments in group companies.
For unlisted group companies with real estate assets, we obtained the balance sheets of the most significant investees and analysed the amounts of the latent capital gains identified, analysing them using the valuations of their real estate assets carried out by independent experts.
For the investment in equity instruments in Societé Foncière Lyonnaise, S.A., a listed group company, we checked its recoverable amount based on the market value of its shares, and also requested an audit report, instructing its auditors.
For those group companies without relevant real estate assets, we obtained and analysed the calculations of their recoverable amount, based on the business plan drawn up by Company management, and checked the discount rate used with our internal experts.
Lastly, we assessed whether the disclosures of information included in note 10 to the accompanying financial statements.
We considered that management's approach to the evaluation of the recoverability of non-current equity instruments in group companies is consistent and supported by the available evidence.

Key audit matters How our audit addressed the key audit matters
The materiality of non-current equity instruments in group companies and the significant judgements and estimates described above mean that we consider this matter a key audit matter.
Subsequent measurement of Investment Properties
The Company has real estate assets which are primarily recognised under Investment properties amounting to Euro 2,831,761 thousand on 31 December 2023, representing 43% of total assets. Notes 4.c) and 7 to the accompanying financial statements include information on the assets included in this heading.
As outlined in note 4.c), the Company compares the carrying amount of these properties with market value in order to verify that the value recognised is not greater than market value. The Company obtains the market value through valuations performed by independent experts.
The methodology used to determine the market value of investment properties is mainly the discounted cash flows method, in accordance with standard market practice. These valuations are based on a series of significant judgements and estimates as outlined in note 2.d) to the accompanying financial statements.
We therefore focused on this area due to the materiality of this heading with respect to the Company's total assets and the significant judgement required by management. Changes in these assumptions could lead to a significant variation in the recoverable amount of such assets and the possible impact on the income statement and the balance sheet.
For the purposes of evaluating their carrying amount before considering any impairment, we checked the annual depreciation of investment properties in terms of whether it is calculated on a straight-line basis over its useful life.
We obtained the year-end valuations performed of these assets by independent experts and we confirmed that these independent experts meet the requirements of competence and independence.
We checked whether these valuations were performed in accordance with the Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors (RICS) of Great Britain and in accordance with the International Valuation Standards (IVS) published by the International Valuation Standards Committee (IVSC). In this regard, we held meetings with the valuers together with our internal experts, analysing, for a sample of those valuations, the reasonableness of the variables used, such as the discount rate and the rent and rent increases considered, as well as other variables necessary to complete the valuation such as the market return, the term of the rental agreements and type and age of the buildings, their location and occupancy rates. Similarly, for a sample of assets, we checked, using the sale and purchase deeds, the technical specifications considered by the independent experts when determining the market value of those assets.

| Key audit matters | How our audit addressed the key audit matters | |||
|---|---|---|---|---|
| Lastly, we assessed the corresponding disclosures in notes 4.c) and 7 to the accompanying financial statements. |
||||
| We consider that we have obtained sufficient and adequate audit evidence in the course of our work concerning the reasonableness of the recoverable value of the Company's investment properties. |
Other information comprises only the management report for the 2023 financial year, the formulation of which is the responsibility of the Company's directors and does not form an integral part of the financial statements.
Our audit opinion on the financial statements does not cover the management report. Our responsibility regarding the management report, in accordance with legislation governing the audit practice, is to:
On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the management report is consistent with that contained in the financial statements for the 2023 financial year, and its content and presentation are in accordance with applicable regulations.
Responsibility of the directors and the audit and control committee for the financial statements
The directors are responsible for the preparation of the accompanying financial statements, such that they fairly present the equity, financial position and financial performance of the Company, in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The audit and control committee is responsible for overseeing the process of preparation and presentation of the financial statements.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the entity's audit and control committee for the financial statements regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the entity's audit and control committee for the financial statements with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the entity's audit and control committee for the financial statements, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
We have examined the digital file of the European single electronic format (ESEF) of Inmobiliaria Colonial, SOCIMI, S.A. for the 2023 financial year that comprises an XHTML file of the financial statements for the financial year, which will form part of the annual financial report.
The directors of Inmobiliaria Colonial, SOCIMI, S.A. are responsible for presenting the annual financial report for 2023 financial year in accordance with the formatting requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Committee (hereinafter the ESEF Regulation). In this regard, the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration have been incorporated by reference in the management report.
Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the financial statements included in the aforementioned file completely agrees with that of the financial statements that we have audited, and whether the format of these accounts has been affected, in all material respects, in accordance with the requirements established in the ESEF Regulation.
In our opinion, the digital file examined completely agrees with the audited financial statements, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.
The opinion expressed in this report is consistent with the content of our additional report to the audit and control committee for the financial statements of the Company dated 29 February 2024.
The General Ordinary Shareholders' Meeting held on 21 June 2022 appointed us as auditors for a period of one year, for the year ended 31 December 2023.
Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for a period of three years, and we have audited the accounts continuously since the year ended 31 December 2017.

Services provided to the audited entity for services other than the audit of the accounts are disclosed in note 22 to the financial statements.
In relation to the services provided to the subsidiary companies of the Company for services other than the audit of the accounts, refer to the audit report dated 29 February 2024 on the consolidated financial statements of Inmobiliaria Colonial, SOCIMI, S.A. and its subsidiary companies, where these subsidiary companies have been consolidated.
PricewaterhouseCoopers Auditores, S.L. (S0242)
PRICEWATERHOUSECOOPERS AUDITORES, S.L.
Original in Spanish signed by Alfredo Aguilera Sanz (22290)
29 February 2024
Financial Statements for the year ended 31 December 2023 Management Report, together with the Audit Report
This version of our Financial Statements is a free translation of the original, which will be prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our Financial Staments takes precedence over this translation.
| Assets | Note | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Intangible assets | Note 5 | 39,112 | 46,985 |
| Goodwill | 35,609 | 44,329 | |
| Intellectual property | 124 | 180 | |
| Computer software | 3,379 | 2,476 | |
| Property, plant and equipment | Note 6 | 21,752 | 21,687 |
| Land and buildings | 17,873 | 17,904 | |
| Plant and other items of property, plant and equipment | 3,879 | 3,783 | |
| Investment property | Note 7 | 2,831,761 | 2,984,618 |
| Land | 1,662,142 | 1,730,782 | |
| Constructions and installations | 985,944 | 1,050,548 | |
| Real estate investments in progress and advances | 346,111 | 299,874 | |
| Impairment of investment property | (162,436) | (96,586) | |
| Non-current investments in group companies and associates | 2,691,563 | 2,692,396 | |
| Equity instruments in group companies | Note 10-a | 2,722,876 | 2,721,396 |
| Loans to group companies | Notes 10-b and 20 |
3,913 | 3,340 |
| Impairment of investments in group companies | Note 10-a | (35,226) | (32,340) |
| Non-current financial investments | 58,649 | 299,997 | |
| Non-current equity instruments | 3,524 | 2,760 | |
| Res. | Note 12 | 1,958 | 260,339 |
| Other financial assets | Notes 11- a and 11-b |
53,167 | 36,898 |
| Total non-current assets | 5,642,837 | 6,045,683 | |
| Non-current assets held for sale | Note 13 | 120,846 | 287,352 |
| Trade and other receivables | 16,919 | 13,966 | |
| Trade receivables for sales and services | 2,147 | 4,013 | |
| Trade and other payables, group companies and associates | Note 20 | 218 | 61 |
| Other receivables | Note 11-a | 6,318 | 8,672 |
| Prepayments to suppliers | 177 | 176 | |
| Staff | 8 | 3 | |
| Other receivables from public authorities | Note 18 | 8,051 | 1,041 |
| Current investments in group companies | Note 20 | 418,269 | 62,365 |
| Loans to group companies | 418,269 | 62,365 | |
| Current financial investments | 679 | 9 | |
| Equity instruments | 9 | 9 | |
| Other financial assets | 670 | -- | |
| Current accruals | 289 | 127 | |
| Cash and cash equivalents | Note 16 | 336,056 | 80,068 |
| Total current assets | 893,058 | 443,887 | |
| Total assets | 6,535,895 | 6,489,570 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the balance sheet 31 December 2023.
| Equity and Liabilities | Note | 31 December 2023 |
31 December 2022 |
|
|---|---|---|---|---|
| Own funds | 3,143,276 | 3,061,088 | ||
| Capital | Note 14-a | 1,349,039 | 1,349,039 | |
| Registered Capital | 1,349,039 | 1,349,039 | ||
| Share premium | Note 14-b | 1,463,600 | 1,491,773 | |
| Reserves | Note 14-c | 180,203 | 168,807 | |
| Legal and bylaw-mandated reserves | 70,272 | 58,639 | ||
| Other reserves | 109,931 | 110,168 | ||
| (Treasury shares and equity instruments) | Note 14-d | (64,928) | (66,374) | |
| Profit/(loss) for the year | Note 3 | 212,866 | 116,332 | |
| Other net equity instruments | 2,496 | 1,511 | ||
| Valuation adjustments | Note 14-e | 207,990 | 262,267 | |
| Hedging transactions | 207,990 | 262,267 | ||
| Grants, donations and legacies received | 36 | -- | ||
| Subsidies | 36 | -- | ||
| Total equity | 3,351,302 | 3,323,355 | ||
| Long-term provisions | Note 15 | 8 | 20 | |
| Non-current employee benefit obligations | 8 | 20 | ||
| Non-current payables | 2,811,082 | 2,927,360 | ||
| Bonds and other marketable securities | 2,678,495 | 2,798,530 | ||
| Bank borrowings | Note 16 Note 16 101,763 Note 17 Notes 17 and 12 Note 18 |
95,450 | ||
| Res. | 2,053 | -- | ||
| Other financial liabilities | 28,771 | 33,380 | ||
| Deferred tax liabilities and other payables to public authorities | 79,482 | 84,348 | ||
| Total non-current liabilities | 2,890,572 | 3,011,728 | ||
| Liabilities linked to non-current assets held for sale | Note 13 | -- | 75,462 | |
| Current provisions | Note 15 | 2,701 | 2,701 | |
| Current payables | 202,851 | 11,792 | ||
| Bonds and other marketable securities | Note 16 | 197,566 | 11,524 | |
| Bank borrowings | Note 16 | 218 | 268 | |
| Res. | Note 12 | 5,067 | -- | |
| Current payables to group companies | Note 20 | 293 | 137 | |
| Trade and other payables | 88,175 | 64,485 | ||
| Vendors | 32,616 | 25,032 | ||
| Miscellaneous payables | 4,410 | 4,887 | ||
| Other payables to public authorities | Note 18 | 5,881 | 6,279 | |
| Customer advances | Note 10 | 45,268 | 28,287 | |
| Current provisions | 1 | (90) | ||
| Total current liabilities | 294,021 | 154,487 | ||
| Total equity and liabilities | 6,535,895 | 6,489,570 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the balance sheet 31 December 2023.
| Note | 2023 | 2022 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenue | Note 19-a | 318,136 | 327,679 |
| Lease income | 140,167 | 149,954 | |
| Service provision | 947 | 703 | |
| Finance income from holding companies | 177,022 | 177,022 | |
| Work carried out by the company for property, plant and equipment |
799 | 395 | |
| Other operating income | 9 | 89 | |
| Ancillary and other current management income | 9 | 89 | |
| Personnel expenses | Note 19-b | (13,448) | (15,689) |
| Wages and salaries | (11,319) | (13,691) | |
| Social charges | (2,129) | (1,998) | |
| Other operating expenses | (24,579) | (28,683) | |
| External services | (18,167) | (21,623) | |
| Taxes | (7,006) | (7,616) | |
| Losses, impairment and change in trade provisions | Note 19-c | 669 | 701 |
| Other current operating expenses | (75) | (145) | |
| Depreciation and amortisation | Notes 5, 6 and 7 |
(43,825) | (71,175) |
| Allocation of grants for non-financial fixed assets and others | 2 | -- | |
| Impairment and gains/(losses) on disposal of property, plant and equipment |
13,965 | (35,420) | |
| Impairments and losses | Note 19-d | (90,607) | (41,964) |
| Gains/(losses) on disposals and other | Note 19-e | 104,572 | 6,544 |
| Profit/(loss) from operations | 251,059 | 177,196 | |
| Finance income | Note 19-f | 11,712 | 613 |
| From investments in equity instruments | 7,435 | 425 | |
| At group companies and associates | 7,435 | 425 | |
| other interests | 4,277 | 188 | |
| Finance costs | Note 19-f | (50,125) | (53,972) |
| Due to debts to third parties | (50,125) | (53,972) | |
| Impairment and gains/(losses) on disposal of financial instruments |
Notes 10 y 19-f |
(2,886) | (7,829) |
| Impairments and losses | (2,886) | (7,829) | |
| Financial profit/(loss) | (41,299) | (61,188) | |
| Profit/(Loss) before tax | 209,760 | 116,008 | |
| Corporate income tax | Note 18 | 3,106 | 324 |
| Profit/(loss) for the year from continuing operations | Note 3 | 212,866 | 116,332 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the profit and loss account as at 31 December 2023.
| Note | 2023 | 2022 | |
|---|---|---|---|
| Income statement | 212,866 | 116,332 | |
| Income and expenses charged directly to equity | |||
| Cash flow hedges | Note 14 | (81,736) | 251,616 |
| Grants, donations and legacies received | 36 | -- | |
| Total income and expense recognised directly in equity | (81,700) | 251,616 | |
| Transfers to income statement | |||
| Cash flow hedges | Note 14 | 27,459 | -- |
| Total transfers to income statement | 27,459 | -- | |
| Total recognised income and expense | 158,625 | 367,948 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the statement of changes in equity 31 December 2023.
| Registered Capital | Share premium | Reserves | Treasury shares and equity instruments |
Profit/(loss) for the year |
Other net equity instruments |
Valuation adjustments |
Total | |
|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2021 | 1,349,039 | 1,584,453 | 165,723 | (66,657) | 38,726 | 670 | 10,651 | 3,082,605 |
| I. Total recognised income and expense | -- | -- | -- | -- | 116,332 | -- | 251,616 | 367,948 |
| II. Transactions with shareholders: | -- | (92,680) | 3,246 | 31 | (38,726) | -- | -- | (128,129) |
| Net treasury share transactions | -- | -- | (627) | 31 | -- | -- | -- | (596) |
| Distribution of profit | -- | (92,680) | 3,873 | -- | (38,726) | -- | -- | (127,533) |
| III. Other changes in equity | -- | -- | (162) | 252 | -- | 841 | -- | 931 |
| Accrual long-term remuneration plan 2022 | -- | -- | -- | -- | -- | 982 | -- | 982 |
| Delivery long-term remuneration plan 2021 | -- | -- | (162) | 252 | -- | (141) | -- | (51) |
| Balance at 31 December 2022 | 1,349,039 | 1,491,773 | 168,807 | (66,374) | 116,332 | 1,511 | 262,267 | 3,323,355 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the statement of changes in equity 31 December 2023.
| Registered Capital |
Share premium | Reserves | Treasury shares and equity instruments |
Profit/(loss) for the year |
Other net equity instruments |
Valuation adjustments |
Grants, donations and legacies received |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2022 | 1,349,039 | 1,491,773 | 168,807 | (66,374) | 116,332 | 1,511 | 262,267 | -- | 3,323,355 |
| I. Total recognised income and expense | -- | -- | -- | -- | 212,866 | -- | (54,277) | 36 | 158,625 |
| II. Transactions with shareholders: | -- | (28,173) | 11,415 | 1,233 | (116,332) | -- | -- | -- | (131,857) |
| Net treasury share transactions | -- | -- | (218) | 1,233 | -- | -- | -- | -- | 1,015 |
| Distribution of profit | -- | (28,173) | 11,633 | -- | (116,332) | -- | -- | -- | (132,872) |
| III. Other changes in equity | -- | -- | (19) | 213 | -- | 985 | -- | -- | 1,179 |
| Accrual long-term remuneration plan 2023 | -- | -- | -- | -- | -- | 985 | -- | -- | 985 |
| Delivery long-term remuneration plan 2022 | -- | -- | (19) | 213 | -- | -- | -- | -- | 194 |
| Balance at 31 December 2023 | 1,349,039 | 1,463,600 | 180,203 | (64,928) | 212,866 | 2,496 | 207,990 | 36 | 3,351,302 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part
of the statement of changes in equity 31 December 2023.
| Note | 2023 | 2022 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Pre-tax profit/(loss) | 209,760 | 116,008 | |
| Adjustments to profit | (106,538) | (9,940) | |
| Depreciation and amortisation | Notes 5, 6 and 7 | 43,825 | 71,175 |
| Impairment losses | Note 19 | 90,607 | 41,964 |
| Changes in provisions | Notes 15 and 19 | (669) | (701) |
| Impairment and gains/(losses) on disposal of assets | Notes 5, 6, 7 and 19 |
(104,576) | (6,544) |
| Impairment and gains/(losses) on disposal of financial instruments | Notes 10 and 19 | 2,886 | 7,829 |
| Finance income | Note 19 | (11,712) | (613) |
| Income from equity investments in group companies | Note 19 and 20 | (177,022) | (177,022) |
| Finance costs | Note 19 | 50,125 | 53,972 |
| Grants accrued | (2) | -- | |
| Changes in working capital | (11,672) | (4,256) | |
| Debtors and other receivables | (22,662) | (3,620) | |
| Other current assets | (2,962) | -- | |
| Creditors and other accounts payable | 18,314 | (4,531) | |
| Other current liabilities | 247 | (90) | |
| Non-current assets and liabilities | (4,609) | 3,985 | |
| Other cash flows from operating activities | 333,748 | 122,594 | |
| Interest paid | (58,166) | (54,253) | |
| Income from equity investments in group companies | Notes 19 and 20 | 177,022 | 177,022 |
| Interest charges | 10,681 | -- | |
| Income tax recovered (paid) | (7,563) | (175) | |
| Collections cancellation of derivatives | Note 12 | 211,774 | -- |
| Cash flows from operating activities | 425,298 | 224,406 | |
| Cash flows from investing activities | |||
| Payments on investments (-) | (485,725) | (119,067) | |
| Group companies and associates | Notes 9 and 20 | (354,453) | (28,555) |
| Intangible assets | Note 5 | (2,425) | (1,627) |
| Property, plant and equipment | Note 6 | (568) | (311) |
| Investment property | Note 7 | (127,514) | (85,814) |
| Other financial assets | Note 10 | (764) | (2,760) |
| Non-current assets held for sale | Note 13 | (1) | -- |
| Proceeds on disposals (+) | 449,474 | 56,545 | |
| Investment property | Note 7 | 38,874 | 31,545 |
| Other current financial assets | Notes 9 and 11-b | 4,110 | -- |
| Non-current assets held for sale | Note 13 | 406,490 | 25,000 |
| Cash flows from investing activities | (36,251) | (62,522) |
| Note | 2023 | 2022 | |
|---|---|---|---|
| Cash flows from financing activities | |||
| Proceeds from/(payments for) equity instruments | (132,397) | (127,816) | |
| Dividends paid | Note 3 | (132,872) | (127,533) |
| Acquisition of own equity instruments | Note 14 | (110,700) | (116,941) |
| Disposal of own equity instruments | Note 14 | 111,175 | 116,658 |
| Proceeds from/(payments for) financial liability instruments | (662) | (47,000) | |
| Issue | |||
| Bonds and similar marketable securities issued | Note 16 | 70,000 | -- |
| Bank borrowings | Note 16 | 105,000 | 100,000 |
| Grants received | 38 | -- | |
| Redemption of | |||
| Bank borrowings | Note 16 | (175,700) | (7,000) |
| Bonds and other marketable securities (-) | Note 16 | -- | (140,000) |
| Cash flows from financing activities | (133,059) | (174,816) | |
| Net increase/decrease in cash and cash equivalents | 255,988 | (12,932) | |
| Cash or cash equivalents at beginning of year | Note 16 | 80,068 | 93,000 |
| Cash or cash equivalents at end of year | Note 16 | 336,056 | 80,068 |
Notes 1 to 24 and Appendix I described in the notes to the consolidated financial statements form an integral part of the statement of cash flows 31 December 2023.
Inmobiliaria Colonial, SOCIMI, S.A. ("the Company") is a public limited company incorporated in Spain, for an indefinite period, on 8 November 1956. Its registered offices are at Paseo de la Castellana, 52, Madrid.
On 29 June 2017, the shareholders at the Company's Annual General Meeting resolved to adopt the SOCIMI Tax Regime. On 30 June 2017, the Company submitted a request to the tax authorities to be included in the REIT Tax Regime, applicable as of 1 January 2017.
The Company's purpose, as set out in its bylaws, is as follows:
In addition to the economic activity relating to the main corporate purpose, the Parent may also carry on any other ancillary activities, i.e., those that they generate income representing less than 20%, taken as a whole, of its income in each tax period, or those that may be considered ancillary activities under the legislation applicable at any time, including, in any case, the management, restoration and operation of properties and the performance of all manner of studies, reports, appraisals, valuations and surveys; and in general, the provision of real estate consulting and advisory services, property asset management, development and marketing services, and technical assistance through contracts with other public or private companies or entities.
Activities that by law are attributable exclusively to special purpose vehicles are expressly excluded from its corporate purpose.
All activities included in the corporate purpose will be carried out as authorised by current legislation at any given time, expressly excluding its own activities that are exclusively granted by prevailing legislation to natural persons or legal persons other than this Company.
The Company may also carry out the aforementioned activities, in full or in part, indirectly through ownership interests in other companies with an identical or similar corporate purpose.
In 2007, the merger by absorption of Inmobiliaria Colonial, SOCIMI, S.A. (formerly Grupo Inmocaral, S.A.) with Inmobiliaria Colonial, S.A. (absorbed company) was undertaken. In 2008, Inmobiliaria Colonial, SOCIMI, S.A. (absorbing company) merged with the companies Subirats-Coslada Logística, S.L.U., Diagonal Les Punxes 2002, S.L.U., Dehesa de Valme, S.L., Urbaplan 2001, S.A.U., Entrenúcleos Desarrollo Inmobiliario, S.L., Inversiones Tres Cantos, S.L. and Inversiones Notenth, S.L. (absorbed companies).
In 2010 the land and development activity branch was spun off and contributed to the subsidiary Asentia Project, S.L., hereinafter "Asentia", which included the shares of the subsidiary Desarrollos Urbanísticos Entrenúcleos 2009, S.L.U., hereinafter "DUE", to which a project located in Seville was contributed. The noncash contribution to the subsidiary Abix Service, S.L.U., hereinafter "Abix", of the Llacuna real estate project, located in Barcelona, was also made. These operations were carried out within the framework of the refinancing agreement signed on 19 February 2010 between the Company and the financial institutions.
The above-mentioned merger, spin-off and non-cash contribution transactions were subject to the tax regime provided for in Chapter VIII of Title VII of the Corporate Income Tax Act. All relevant information on these corporate transactions, as required by law, is detailed in the financial statements for the corresponding years.
In 2014, a global transfer was undertaken of the assets and liabilities of Abix, previously a wholly-owned company, to Inmobiliaria Colonial, SOCIMI, S.A. This involved the transfer en bloc via universal succession of the totality of Abix's equity to the Company, with the resulting termination of the investee, carried out in conformity with Article 87.1 of Law 3/2009 on Structural Modifications to Trading Companies.
On 2 July 2018, the Company carried out the takeover merger with Axiare Patrimonio SOCIMI, S.A. under the special regime provided for in Chapter VII of Title VII of the Spanish Corporate Enterprises Act on 1 August 2018. On 17 April 2019, the Company carried out the takeover merger of the companies Axiare Properties, S.L.U., Axiare Investigación, Desarrollo e Innovación, S.L.U., Chamaleon (CEDRO), S.L.U., Venusaur, S.L.U., Colonial Invest, S.L.U., Hofinac Real Estate, S.L.U., Fincas y Representaciones, S.A.U., Colonial Arturo Soria, S.L.U. and LE Offices Egeo, S.A.U., which is covered by the special regime provided for in Chapter VII of Title VII of the Spanish Corporation Tax Act (LIS) on 3 June 2019.
On 9 August 2019, the Company carried out the merger by absorption of the companies Danieltown Spain, S.L.U., Moorage Inversiones 2014, S.L.U., Almacenes Generales Internacionales, S.A.U., Soller, S.A.U. and Axiare Investments, S.L.U. under the special regime provided for in Chapter VII of Title VII of the LIS on 16 September 2019.
On 3 September 2019, the Company carried out a merger by absorption with Torre Marenostrum, S.L.U., whose main activity was the acquisition and development of urban real estate for lease under the special regime provided for in Chapter VII of Title VII of the LIS on 7 October 2019.
The main activity of the absorbed companies was the acquisition and development of urban real estate for lease, and the holding of equity interests in other listed real estate investment companies. The mergers were carried out with the aim of optimising the Company's resources, improving the cost structure in its activity and acting in the market as a single entity.
Inmobiliaria Colonial, SOCIMI, S.A. carries out its activities in Spain (mainly in Barcelona and Madrid) and in France (Paris) through the group of which the parent is Société Foncière Lyonnaise, S.A (hereinafter "SFL") which is listed on the Euronext Paris market.
Inmobiliaria Colonial, SOCIMI, S.A. has been listed on the Spanish electronic trading system and Stock Exchange since 19 June 2017, when it was included on the benchmark stock market index, the IBEX-35.
In 2023, the Company maintains the credit rating obtained from Standard & Poor's Rating Credit Market Services Europe Limited at "BBB+" long-term credit rating and an "A-2" short-term credit rating, both with a stable outlook. In addition, the Parent obtained a "Baa2" credit rating with a positive outlook from Moody's.
In view of the business activity carried on by the Group, it does not have any environmental expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these explanatory notes. However, the Group does apply an active environmental policy in relation to urban processes of construction and maintenance and the preservation of its property portfolio.
The Company is the head of a group of subsidiaries and is obliged under current legislation to prepare consolidated financial statements separately.
The Company's financial statements and the consolidated financial statements for 2022 were approved by the general shareholders' meeting of Inmobiliaria Colonial, SOCIMI, S.A. held on 15 June 2023, without modifications, and filed with the Commercial Registry of Madrid.
These financial statements have been authorised for issue by the directors in accordance with the regulatory financial reporting framework applicable to the Company, as set out in:
The accompanying financial statements were prepared from the Company's accounting records and are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, give a true and fair view of the Company's equity, financial position, results and cash flows for the year. These financial statements were prepared by the Company's directors for approval by the shareholders at the annual general meeting and are expected to be approved without any modification.
No non-mandatory accounting policies have been applied. Consequently, the directors formally prepared these financial statements by taking into account all the mandatory accounting principles and rules with a significant effect thereon. All mandatory accounting principles were applied.
In preparing the financial statements, estimates were made by the Company's directors in order to measure certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates and criteria relate to the following:
The market value of property for own use and investment property has been obtained from the valuations carried out periodically by independent experts. These valuations were performed at 31 December 2023 and 2022 in accordance with the methods described in Notes 4-b and 4-c.
In 2023, the Company revised the estimated useful lives of certain items classified under the balance sheet heading "Investment property" based on internal analysis by the technical teams, concluding that there is sound technical evidence and sufficient sustainability objectives to extend the useful lives estimated to date. The new useful lives have led to a reduction in depreciation charges of around 23 million euros compared to the theoretical depreciation that would have occurred considering the useful lives of previous years.
Although these estimates were made on the basis of the best available information at year-end 2023, events that take place in the future might make it necessary to modify these amounts (upwards or downwards) in coming years, which would mean prospectively recognising the effects of said changes in the corresponding income statement.
The information relating to 2023 included in these notes to the consolidated financial statements is presented, for comparison purposes, with the information relating to 2022.
Certain items in the balance sheet, income statement, statement of changes in equity and statement of cash flows are grouped together in order to facilitate comprehension. However, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.
No significant errors have been found in the preparation of the accompanying financial statements that would require a restatement of the amounts included in the 2022 financial statements.
Climate change brings with it major changes in the economy, making it necessary to be increasingly aware of its impacts on the financial and non-financial performance of companies. The major issues associated with these changes have led to very ambitious objectives that imply radical transformations, framed within the framework of European pacts and regulations, also resulting from the different conferences organised by the United Nations and agreements at international level with the aim of aligning commitments and action plans to mitigate the effects of climate change, the latest being the one held in Dubai (COP28) in November 2023.
The purpose of this note is to present the impact of these changes on the Company's business and performance, as well as the main accounting impacts on the financial statements.
The property sector accounts for a significant share of greenhouse gas emissions in Spain. For this reason, the Company has put a strategy in place to ensure that the risks and impacts of climate change and the measures to address them are monitored.
The main effects on the financial statements linked to climate change have been considered. These impacts are not exact figures, as it is very difficult to dissociate the impacts from other factors that have influenced the performance of the period. On this basis, the major impacts on the financial data are as follows:
The property sector accounts for a significant share of greenhouse gas emissions in Spain. For this reason, the Company has put a strategy in place to ensure that the risks and impacts of climate change and the measures to address them are monitored.
The main effects on the financial statements linked to weather-related changes have been considered. These impacts are not exact figures, as it is very difficult to dissociate the impacts from other factors that have influenced the performance of the period. On this basis, the major impacts on the financial data are as follows:
Other potential impacts of climate change, which do not have an impact on the financial statements, are as follows:
These financial statements are presented in the Company's functional currency, the euro, as this is the currency of the main economic area in which the Company operates.
The proposal for the application of the profit for the 2023 financial year formulated by the board of directors of the Company to be submitted for approval by the general meeting of shareholders consists of (i) the allocation of the legal minimum of 10% to the legal reserve in the amount of 21,287 thousand euros, (ii) the proposed distribution of dividends of 0.27 euros per share, which, based on the current number of shares issued, would mean a maximum total dividend of 145,696 thousand euros and the remaining amount will be allocated to reserves.
The proposed appropriation of profit for 2022 approved by the shareholders' meeting held on 15 June 2023 was approved without amendment.
In the past five years, the Company has distributed the following dividends:
| Thousands of Euros | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Dividends distributed | 101,567 | 101,549 | 111,087 | 127,533 | 132,872 |
The main accounting policies and measurement bases used by the Company to prepare the financial statements, in accordance with those set out in the chart of accounts, are as follows:
As a general rule, intangible assets are initially measured at their acquisition or production cost. They are then measured at cost less the corresponding accumulated amortisation and, where applicable, less any impairment losses. These assets are amortised over their useful life. When the useful life of these assets cannot be estimated reliably, they are amortised over a maximum period of 10-years.
Goodwill arises from the differences between the cost of the business combination and the net amount of the assets acquired and liabilities assumed.
The Company allocates the goodwill resulting from the business combination to each of the cash generating units (CGU) expected to benefit from the synergies of the combination and determines the useful life of the goodwill separately for each CGU. After initial recognition, goodwill is measured at cost, less any amortisation and accumulated impairment losses. Goodwill is subsequently carried at the acquisition price less any accumulated amortisation and any accumulated impairment losses.
The Company amortises goodwill on a straight-line basis at a rate of 10% per year.
In addition, at least annually, cash-generating units to which goodwill has been allocated shall be tested for indications of impairment.
Goodwill impairment losses are not reversed in subsequent periods.
The "Computer software" heading of the balance sheet mainly includes the cost of acquiring and implementing an integrated IT system, in addition to subsequent extensions or upgrades of such system. The cost is amortised on a straight-line basis at a rate of 25% per year.
Property for own use, in addition to other property, plant and equipment, are recognised at acquisition cost less any accumulated depreciation and any impairment.
Historical cost includes expenses directly attributable to the acquisition of the properties.
Subsequent costs are capitalised or recognised as a separate asset only when it is probable that the future benefits associated with ownership of the asset will flow to the Company and its cost can be determined reliably. Other maintenance and upkeep expenses are charged to the profit and loss account in the year incurred.
The Company depreciates its property, plant and equipment for own use and other items using the straight-line method, and distributes assets' costs throughout the estimated useful life (see note 2-d), as follows:
| Years of estimated useful life | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Property for own use | |||||
| Buildings | 50-100 | 50 | |||
| Facilities | 10-20 | 10-15 | |||
| Other tangible fixed assets | 10-20 | 4-10 |
At each reporting date, the Company assesses the carrying amounts of its property, plant and equipment to determine if there are indications that the assets have been impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount is the higher of the fair value of the asset less costs to sell or otherwise dispose of the asset and value in use. Where the asset does not generate cash inflows that are independent of those from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Any potential impairment losses on property for own use are recognised in accordance with the same valuation assumptions described in Note 4-c.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount; however, the increased carrying amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
"Investment property" in the balance sheet reflects the values of the land, buildings and other constructions held to earn rent or for capital appreciation upon disposals due to future increases in their respective market prices.
Investment property is recognised at cost of acquisition plus any gains allocated as a result of the mergers described in Note 1, less any related accumulated depreciation and impairment losses.
The costs of expansion, modernisation or improvement leading to increased productivity, capacity or efficiency or to a lengthening of the useful lives of assets are capitalised as an increase in the cost of the related assets, while upkeep and maintenance costs are expensed in profit and loss in the year incurred.
For projects in progress, only execution costs and finance costs are capitalised, provided that such expenses have been incurred before the asset is put into operation and that the duration of the work exceeds one year.
The Company includes any finance costs related to generic financing directly attributable to the acquisition within the cost of investment property that requires a period of more than one year to be in operating condition. The amount of interest to be capitalised corresponding to general non-trade financing is determined by applying a weighted average interest rate to the investment in progress, discounting the specifically financed portion, within the limit of the finance costs accrued in profit and loss.
Assets are transferred from investment property in progress to investment property when they are ready for use. The classification of an investment property to investment property in progress takes place only when the rehabilitation or renovation project will exceed one year in length.
The Company depreciates its investment property using the straight-line method, and distributes assets' costs throughout the estimated useful life (see note 2-d), as follows:
| Years of estimated useful life | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Properties | ||||
| Buildings | 50-100 | 50 | ||
| Facilities | 10-20 | 10-15 | ||
| Other tangible fixed assets | 10-20 | 4-10 |
The Company periodically compares the carrying amount of the various investment property items with the market value obtained through independent expert appraisals for each item, and the appropriate provisions are made for impairment of investment property when the market value of an item is lower than its carrying amount. The market value is determined half-yearly, i.e. at 30 June and 31 December of each year, taking as reference values the valuations performed by independent third-party experts (Cushman & Wakfield and CB Richard Ellis Valuation in Spain for 2023 and 2022), carried out in accordance with the valuation and appraisal standards published by the Royal Institute of Chartered Surveyors (RICS) of Great Britain, and in accordance with the International Valuation Standards (IVS) published by the International Valuation Standards Committee (IVSC), so that at the end of each period the market value reflects the market conditions of the elements of the investment property at that date. The valuation reports prepared by independent experts contain only the standard warnings and/or disclaimers concerning the scope of the findings of the appraisals carried out, referring basically to the comprehensiveness and accuracy of the information provided by the Company.
The Discounted Cash Flow (hereinafter, "DCF") method was primarily used to determine the market value of the Company's investment property in 2023 and 2022.
The DCF method applied over a 10-year horizon is used, in accordance with current market practices, unless the specific characteristics of the investment suggest another course of action. The cash flow is considered throughout the period on a monthly basis to reflect increases in the CPI, the timetable for future rent reviews, the maturity of operating leases, etc.
With regard the increases in the CPI, the generally accepted forecasts are normally adopted.
Given that the appraiser does not know with certainty whether there will be periods of vacancy in the future, nor their duration, their forecasts are prepared based on the quality and location of the building, and they will generally adopt an average lease period if there is no information about the future intentions of each tenant. The assumptions determined in relation to the periods of vacancy and other factors are explained in each valuation.
The resulting profitability or terminal capitalisation rate (hereinafter "TCR") adopted in each case refers not only to the market conditions forecast at the end of each cash flow period, but also to the rental conditions that are expected to be maintained and the physical location of the property, taking into account any possible improvements planned for the property and included in the analysis.
With regard to acceptable discount rates, conversations are regularly held with various institutions to assess their attitude towards different investment rates. This general consensus, together with the data on any sales made and market forecasts relating to variations in the discount rates, serve as starting points for the appraisers to determine the appropriate discount rate in each case.
The properties were assessed individually, considering each of the lease agreements in force at the end of the reporting period. Buildings with unlet floor space were valued on the basis of future estimated rental income, net of an estimated letting period.
The most relevant key inputs of this method for the purposes of sensitivity analysis are the determination of net income and the rate of return, especially as it is a 10-year discounted cash flow model. The other variables considered, although they are taken into account for the determination of fair value, are not considered to be key and, therefore, no quantitative information is included, nor is their sensitivity measured.
The estimated yields are mainly determined by the type, age and location of the properties, by the technical quality of the asset, as well as the type of tenant and occupancy rate, etc.
The yields and other assumptions used in determining future cash flows are set out in the tables below:
| Gross | ||
|---|---|---|
| Weighted Yields (%) - Offices | 31 December 2023 |
31 December 2022 |
| Barcelona – Prime Yield | ||
| Operating portfolio | 4.97 | 4.44 |
| Total portfolio | 5.02 | 4.44 |
| Madrid – Prime Yield | ||
| Operating portfolio | 4.74 | 4.26 |
| Total portfolio | 4.61 | 4.21 |
| Assumptions made at 31 December 2023 | |||||
|---|---|---|---|---|---|
| Rent increases (%) – Offices | 1 | 2 | 3 | 4 | Year 5 and thereafter |
| Barcelona – Operating portfolio Total portfolio |
0.50 0.50 |
1.80 1.80 |
2.50 2.50 |
2.50 2.50 |
2.50 2.50 |
| Madrid – Operating portfolio Total portfolio |
1.30 1.30 |
2.00 2.00 |
2.50 2.50 |
2.50 2.50 |
2.50 2.50 |
| Assumptions made at 31 December 2022 | |||||
|---|---|---|---|---|---|
| Rent increases (%) – Offices | 1 | 2 | 3 | 4 | Year 5 and thereafter |
| Barcelona – Operating portfolio Total portfolio |
2.00 2.00 |
2.75 2.75 |
2.50 2.50 |
2.50 2.50 |
2.50 2.50 |
| Madrid – Operating portfolio Total portfolio |
2.00 2.00 |
3.00 3.00 |
2.50 2.50 |
2.50 2.50 |
2.50 2.50 |
Developments in progress were valued using the dynamic residual method as the best approximation. This method begins with an estimate of the income yielded by the developed and fully leased property; from this value, development, planning, construction and demolition costs, professional fees, permit and marketing costs, borrowing costs and development profit, among other items, are then deducted, in order to arrive at a price that a developer might pay for the asset under development.
Quarter point changes in the rates of return have the following impact on the valuations used by the Company to determine the impairment of its assets recorded under "Property, plant and equipment", "Investment property" and "Non-current assets held for sale" in the balance sheet:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Sensitivity of asset impairments to quarter-point changes in the rates of return taken into account in the valuations |
Measurement | Decrease of one quarter of a point |
Increase of one quarter of a point |
Reversal Impairment | ||
| December 2023 | 4,004,167 | 4,201,607 | 3,824,958 | 23,144 | (24,852) | |
| December 2022 | 4,602,760 | 4,816,605 | 4,420,952 | 21,503 | (23,156) |
Although the sensitivity of other key variables was considered, such analysis was not carried out given that reasonable changes that could arise would not lead to a material change in the fair value of the assets.
The rental income earned in 2023 and 2022 from the lease of these investment properties amounted to approximately 140,167 thousand euros and 149,954 thousand euros, respectively, and is recognised under "Revenue" in the income statement (Note 19-a).
Gains or losses arising on the disposal or derecognition of an asset are determined as the difference between the sale price and its carrying amount, and are recognised under "Impairment and gains/(losses) on disposal of fixed assets" in the income statement.
Finance lease -
Leases are classified as finance leases whenever their terms imply that substantially all the risks and rewards incidental to ownership of the leased asset have been transferred to the lessee. Other leases are classified as operating leases. At 31 December 2023 and 2022, all of the Company's leases qualified as operating leases.
Income and expenses deriving from operating leases are recognised in the income statement in the year in which they accrue.
The acquisition cost of the leased assets is presented in the balance sheet in accordance with the nature of the asset, plus the costs directly attributable to the lease, which are expensed over the term of the lease on the same basis as lease income.
Any collection or payment that might be made when arranging an operating lease will be treated as a prepaid lease collection or payment, which will be allocated to profit or loss over the lease term in accordance with the time pattern in which the benefits of the leased asset are provided or received.
Financial assets at amortised cost -
This category includes financial assets, including those admitted to trading on an organised market, in which the Company holds the investment for the purpose of receiving cash flows from the performance of the contract, and the contractual terms of the financial asset give rise, at specified dates, to cash flows that are solely collections of principal and interest on the principal amount outstanding.
Contractual cash flows that are solely collections of principal and interest on the principal amount outstanding are inherent in an arrangement that is in the nature of an ordinary or common loan, notwithstanding that the transaction is arranged at a zero or below-market interest rate.
This category includes trade receivables and non-trade receivables:
Financial assets classified in this category are initially measured at fair value, which, unless there is evidence to the contrary, is the transaction price, which is the fair value of the consideration given, plus directly attributable transaction costs.
However, trade receivables maturing within one year that do not have an explicit contractual interest rate, as well as receivables from personnel, dividends receivable and payments due on equity instruments, the amount of which is expected to be received in the short term, are measured at nominal value to the extent that the effect of not discounting cash flows is deemed not to be material.
Financial assets included in this category are measured at their amortised cost. Accrued interest shall be recognised in the profit and loss statement using the effective interest method.
However, loans and advances falling due in less than one year which, in accordance with the provisions of the previous paragraph, are initially valued at their nominal value, continue to be valued at that amount, unless they are impaired.
When the contractual cash flows of a financial asset change because of the issuer's financial difficulties, the company assesses whether an impairment loss should be recognised.
Impairment write-downs are made at least at the balance sheet date and whenever there is objective evidence that a financial asset, or a group of financial assets with similar risk characteristics measured collectively, is impaired as a result of one or more events that occurred after initial recognition and that result in a reduction or delay in estimated future cash flows, which may be caused by the debtor's insolvency.
In general, the impairment loss on these financial assets is the difference between their carrying amount and the present value of future cash flows, including, where applicable, those arising from the real and personal guarantees, estimated to be generated, discounted at the effective interest rate calculated at the time of initial recognition. For floating rate financial assets, the effective interest rate at the reporting date is used in accordance with the contractual terms.
Impairment losses, and reversals of impairment losses when the amount of the impairment decreases due to a subsequent event, are recognised as an expense or income, respectively, in the income statement. The reversal of impairment is limited to the carrying amount of the asset that would have been recognised at the date of reversal had no impairment loss been recognised.
This category includes equity instruments that are neither held for trading nor to be measured at cost, and for which an irrevocable election was made at initial recognition to present subsequent changes in fair value directly in equity.
In addition, financial assets that are irrevocably designated at initial recognition as measured at fair value through profit or loss, and that would otherwise have been included in another category, are included to eliminate or significantly reduce a valuation inconsistency or accounting mismatch that would otherwise arise from measuring assets or liabilities on different bases.
Financial assets included in this category are initially measured at fair value, which, in the absence of evidence to the contrary, is the transaction price, which is the fair value of the consideration given. Transaction costs directly attributable to them shall be recognised in the income statement for the year.
After initial recognition, the company shall measure financial assets in this category at fair value through profit or loss.
In any case, they are included in the measurement category:
Investments included in this category are initially measured at cost, which is the fair value of the consideration given plus directly attributable transaction costs, the latter not being included in the cost of investments in group companies.
However, in cases where an investment exists prior to its classification as a group company, jointly controlled entity or associate, the cost of that investment is taken to be the carrying amount that the investment should have had immediately before the company's classification as a group company, jointly controlled entity or associate.
The initial valuation includes the amount of any pre-emptive subscription rights and similar rights acquired.
Equity instruments included in this category are measured at cost less any accumulated impairment losses.
When these assets are to be assigned a value due to derecognition or otherwise, the weighted average cost method is applied for homogeneous groups, where homogeneous groups are defined as securities with equal rights.
In the case of the sale of pre-emptive subscription rights and similar rights or the segregation of such rights for exercise, the amount of the cost of the rights decreases the carrying amount of the respective assets.
Contributions made as a result of a joint venture and similar arrangements shall be valued at cost, increased or decreased by the profit or loss, respectively, accruing to the undertaking as a nonmanaging venturer, less any accumulated impairment losses.
The same criteria is applied to loans where the interest is contingent either because a fixed or variable interest rate is agreed upon the achievement of a milestone in the borrowing undertaking (e.g. the achievement of profits) or because it is calculated solely by reference to the performance of the borrowing undertaking's business. If irrevocable fixed interest is agreed in addition to contingent interest, the latter is accounted for as finance income on an accruals basis. Transaction costs are taken to the profit and loss account on a straight-line basis over the life of the participating loan.
At least at the end of each reporting period, any necessary value adjustments are made whenever there is objective evidence that the carrying amount of an investment will not be recoverable. The amount of the valuation adjustment is the difference between its carrying amount and the recoverable amount, the latter being the higher of its fair value less costs to sell and the present value of future cash flows arising from the investment, which in the case of equity instruments is calculated either by estimating those expected to be received as a result of the distribution of dividends by the investee and the disposal or derecognition of the investment in the investee, or by estimating its share of the cash flows expected to be generated by the investee from its ordinary activities and from the disposal or derecognition of the investment.
Unless there is better evidence of the recoverable amount of the investees, the net assets attributable to the Company plus the unrealised gains existing at the time of valuation are taken into consideration, following the EPRA recommendations for the calculation of the EPRA Net Tangible Asset (EPRA NTA), always taking into consideration the existence of a quotation on an organised market as the best evidence of a recoverable value.
In the case of the financial interest in Utopicus, a discounted cash flow projection based on the company's business plan is used as the recoverable amount.
The recognition of impairment losses and, where applicable, their reversal are recognised as an expense or income, respectively, in the income statement. The reversal of impairment is limited to the carrying amount of the investment that would have been recognised at the date of reversal had no impairment loss been recognised.
However, if an investment in the company had been made prior to its classification as a group company, jointly controlled entity or associate and, prior to that classification, valuation adjustments had been made and recognised directly in equity in respect of that investment, those adjustments are retained after classification until the disposal or derecognition of the investment, at which time they are recognised in the income statement, or until the following events occur:
Financial liabilities shall, for valuation purposes, be included in one of the following categories:
Financial liabilities at amortised cost -
In general, this category also includes trade payables and non-trade payables:
Participating loans that have the characteristics of an ordinary or common loan are also included in this category without prejudice to the agreed interest rate (zero or below market).
Financial liabilities included in this category are initially measured at fair value, being the transaction price, which is the fair value of the consideration received adjusted for directly attributable transaction costs.
However, trade payables maturing in less than one year and not bearing a contractual interest rate, as well as disbursements required by third parties on holdings, the amount of which is expected to be paid in the short term, are measured at nominal value, when the effect of not discounting cash flows is not significant.
Financial liabilities included in this category are measured at their amortised cost. Accrued interest are recognised in the profit and loss statement using the effective interest method.
However, debts maturing in less than one year that are initially valued at their nominal value continue to be valued at that amount.
Financial liabilities at fair value through the income statement -
This category includes financial liabilities that meet some of the following conditions:
Financial liabilities included in this category are initially measured at fair value, being the transaction price, which is the fair value of the consideration received. Transaction costs directly attributable to them are recognised in the income statement for the year.
After initial recognition, financial liabilities in this category are measured at fair value in the income statement.
For convertible bonds, the fair value of the liability component is determined by applying the interest rate for similar non-convertible bonds. This amount is accounted for as a liability on an amortised cost basis until it is settled on conversion or maturity. The remainder of the income earned is allocated to the conversion option which is recognised in equity.
In the case of renegotiation of existing debt, no material modification of the financial liability is deemed to exist when the lender of the new loan is the same as the lender of the original loan and the present value of the cash flows, including net fees, does not differ by more than 10% from the present value of the outstanding cash flows of the original liability calculated under the same method.
An equity instrument represents a residual interest in the assets of the Company after deducting all of its liabilities.
Own equity instruments issued by the Company are recognised in equity at the proceeds received, net of direct issue costs.
Any treasury shares of the Company acquired during the year are recognised as a deduction from equity at the value of the consideration paid. Any gains or losses on the acquisition, sale, issue or retirement of own equity instruments are recognised directly in equity and not in profit and loss.
The Company uses financial derivatives to manage its exposure to variations in interest rates. All derivative financial instruments, whether or not they are designated as hedging instruments, are carried at fair value, market value in the case of listed securities, or using option valuation methods or discounted cash flow analysis for non-listed securities. The following measurement base was used to recognise each of the following:
Hedge accounting is discontinued when a hedging instrument expires or is sold or exercised, or when the hedge no longer qualifies for hedge accounting. Accumulated gains or losses on hedging instruments recognised in equity remain under this heading until the transaction is performed. At that time, any cumulative gain or loss recognised in the Company's equity is transferred to profit and loss for the year.
Prospective and retrospective testing for hedging instrument effectiveness is carried out on a monthly basis:
The method used to determine the effectiveness of hedging financial instruments consists of calculating the statistical correlation between the reference interest rates at each fixing date of the derivative and the related hedged liability.
The Company's directors have considered the credit risk in the measurement of the derivatives portfolios, with no significant impact seen as at 31 December 2023 and 2022.
The Company's use of financial derivatives is governed by a set of approved risk management policies and hedges.
Non-current assets held for sale are measured at the lower of cost or fair value less costs to sell.
Non-current assets are classified as held for sale if it is estimated that their carrying amounts will be recovered through a sale rather than through continuing use. This condition is met when the sale of the asset is considered highly probable, the asset is in condition to be sold immediately and the sale is expected to be fully realised within a period of no more than twelve months from its classification as a held-for-sale asset.
The Company classifies non-current assets as held for sale when the Board of Directors or Executive Committee has officially approved the disposal and the sale is considered highly probable within a period of twelve months.
Liabilities linked to non-current assets and disposal groups held for sale are presented separately from other liabilities in the balance sheet under "Liabilities linked to assets held for sale".
The following terms are used in the statement of cash flows with the meanings specified:
This heading includes bank deposits, carried at the lower of cost or market value.
Financial investments that are readily convertible into a known amount of cash and that are not subject to any significant risk of changes in value are deemed to be cash equivalents.
Bank overdrafts are not considered to be cash and cash equivalents.
The ordinary operating cycle is defined as the period from the acquisition of the assets used to carry on the Company's lines of business to the date that they are turned into cash or cash equivalents.
The Company's core business is property, for which the normal cycle of its operations is considered to correspond to the calendar year. Therefore, assets and liabilities maturing in one year or less are classified as current and those maturing in over one year as non-current.
Bank borrowings are classified as non-current if the Company has the irrevocable right to make payments after twelve months from the end of the reporting period.
When preparing the financial statements, the Company's directors make a distinction between:
The financial statements include all the material provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised.
Provisions are stated at the present value of the best estimate of the amount required to settle the obligation or transfer it, taking into account the information available regarding the event and its consequences. Adjustments arising from the discounting of provisions are recognised as a finance expenses when accrued.
The reimbursement from third parties required to settle the obligation is recognised as a separate asset, provided that there are no doubts that the reimbursement will be received, unless there is a legal relationship whereby a portion of the risk has been externalised, transferring liability from the Company. In this situation, the reimbursement will be taken into account for the purpose of estimating the amount of the related provision that should be recognised.
Under current Spanish legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. Severance payments which can be reasonably quantified are recorded as an expense in the year in which the decision to terminate the contract is taken and a valid expectation regarding termination is transmitted to third parties. At 31 December 2023 and 2022, the Company did not record any provisions in this connection.
In 2023 and 2022 the Company assumed a commitment with executive directors and one member of senior management to make a defined contribution to an external pension plan that meets the requirements established by Royal Decree 1588/1999, of 15 October.
The Company recognises the goods and services received as an asset or an expense, depending on their nature, when they are received, along with an increase in equity if the transaction is settled using equity instruments or the corresponding liability if the transaction is settled at an amount based on the value of the equity instruments.
In the case of transactions settled with equity instruments, both the services rendered and the increase in equity are measured at the fair value of the equity instruments granted, by reference to the grant date. If, on the other hand, they are settled in cash, the goods and services received and the corresponding liability are recognised at the fair value of the goods and services received as of the date on which the recognition requirements are met.
Refundable grants are recorded as liabilities until they qualify as non-refundable, while non-refundable grants are recorded as income recognised directly in equity and recognised as income on a systematic and rational basis in a manner correlated to the expenditure derived from the grant.
For these purposes, a grant is considered non-repayable when there is an individual grant agreement, all grant conditions have been fulfilled and there is no reasonable doubt that the grant will be recovered.
Non-refundable grants related to the acquisition of investment property are recognised as income for the year in proportion to the depreciation of the related assets or, where applicable, upon disposal, impairment or derecognition.
Income tax expense is the sum of the income or expense for current tax and the income or expense for deferred tax.
Current tax is the amount of taxes payable by the Company as a result of income tax settlements for a period. Deductions and other tax relief, excluding withholdings and payments on account, and tax loss carryforwards applied in the current reporting period are accounted for as a reduction in current tax.
Deferred tax expense or income relates to the recognition and settlement of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable arising from differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss carryforwards and unused tax credits. These amounts are measured at the tax rates expected to apply in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences, unless the differences arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity.
In accordance with current legislation, when measuring deferred tax liabilities the Company reflects the tax consequences that would arise from the manner in which the carrying amount of its assets is expected to be recovered or settled. In this regard, for deferred tax liabilities that arise from investment properties, there is a refutable presumption that their carrying amount will be recovered through their sale.
The balance sheet includes the tax credits whose recovery is considered probable within a reasonable period of time, either due to the performance of the real estate market itself or to the taxable income generated by the results of the operations managed by the Company's management.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.
Income tax expense (income) includes the amount of current tax payable (receivable) and
Effective as of 1 January 2017 (Note 1), the tax regime of the Company and the majority of its Spanish subsidiaries is governed by Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December, governing listed real estate investment companies (REITs). Article 3 establishes the investment requirements of this type of company, namely:
The value of the asset is calculated based on the average of the quarterly individual balance sheets of the year. To calculate this value, the REIT may opt to substitute the carrying amount for the fair value of the items contained in these balance sheets, which will apply to all the balance sheets of the year. Any money or collection rights arising from the transfer of the aforementioned properties or investments made in the year or in prior years will not be included in the calculation unless, in the latter case, the reinvestment period referred to in Article 6 of the aforementioned Law has expired.
This percentage must be calculated on the average of the consolidated balances if the company is the parent of a group, in accordance with the criteria established in Article 42 of the Spanish Commercial Code, regardless of its place of residence and of the obligation to formally prepare consolidated financial statements. Such a group must be composed exclusively of the REITs and the other entities referred to in Article 2.1 of the aforementioned Law.
This percentage must be calculated based on the consolidated balances if the company is the parent of a group, in accordance with the criteria established in Article 42 of the Spanish Commercial Code, regardless of its place of residence and of the obligation to formally prepare consolidated financial statements. Such a group must be composed exclusively of the REITs and the other entities referred to in Article 2.1 of the aforementioned Law.
The properties included in the REIT's assets should remain leased for at least three years. The time during which the properties have been made available for lease will be included in calculating this term, with a maximum of one year.
The term will be calculated:
For properties that are included in the REIT's assets before the company avails itself of the regime, from the beginning of the first tax period in which the special tax regime set forth in this Law is applied, provided that the property is leased or offered for lease at that date.
For properties developed or acquired subsequently by the REIT, from the date on which they were leased or made available for lease for the first time.
In the case of shares or investments in entities referred to in Article 2.1 of this Law, they should be retained on the asset side of the REIT's balance sheet for at least three years following their acquisition or, where applicable, from the beginning of the first tax period in which the special tax regime set forth in this Law is applied.
As established in transitional provision one of Law 11/2009, of 26 October, amended by Law 16/2012, of 27 December, governing listed real estate investment companies, these companies may opt to apply the special tax regime under the terms and conditions established in Article 8 of this Law, even if it does not meet the requirements established therein, provided that such requirements are met within two years after the date of the option to apply that regime.
Failure to meet this condition will require the REIT to file income tax returns under the general tax regime from the tax period in which the aforementioned condition is not met. The REIT will also be obliged to pay, together with the amount relating to the aforementioned tax period, the difference between the amount of tax payable under the general tax regime and the amount paid under the special tax regime in the previous tax periods, including any applicable late-payment interest, surcharges and penalties.
The corporate income tax rate for REITs is set at 0%. However, where the dividends that the REIT distributes to its shareholders holding an ownership interest equal to or exceeding 5% are exempt from tax or are subject to a tax rate lower than 10%, at the main office of this shareholder, the REIT shall be subject to a special charge of 19%, which shall be considered to be the income tax charge, on the amount of the dividend distributed to these shareholders. If applicable, this special charge must be paid by the REIT within two months after the dividend distribution date.
SOCIMIs are obliged to distribute 80% of ordinary profits, 50% of the profits derived from the transfer of real estate or shares that have met the maintenance requirement, as dividends on an annual basis, provided that the other 50% is reinvested in eligible assets within a period of three years; if the other 50% is not reinvested within this period, such profits must be distributed in full together with "ordinary" profits, if any, arising from the year in which the reinvestment period ends and 100% of the profit from dividends from companies qualifying as qualifying investments (SOCIMIs and/or REITs).
Income and expense are recorded on an accruals basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of any discounts and taxes.
Revenue from sales is recognised when the significant risks and rewards of ownership of the asset sold have been transferred to the buyer, but the current management of the asset is not maintained and effective control is not retained.
Leases are classified as finance leases whenever their terms imply that substantially all the risks and rewards incidental to ownership of the leased asset have been transferred to the lessee. Other leases are classified as operating leases. At 31 December 2023 and 2022, all of the Company's leases qualified as operating leases (Note 4-d).
Revenue from operating leases is recognised as income on a straight-line basis over the term of the lease, and the initial direct costs incurred in arranging these operating leases are taken to the consolidated statement of comprehensive income on a straight-line basis over the minimum term of the lease agreement.
The minimum term of a lease is considered to be the time elapsed from the start of the lease to the first option for renewing the lease.
Lease agreements include certain specific conditions linked to incentives or rent-free periods offered by the Company to its customers. The Group recognises the aggregate cost of incentives it has granted as a reduction in rental income of the lease agreement on a straight-line basis. The effects of the rentfree periods are recognised during the minimum term of the lease agreement. Rent-free periods of more than one year are recognised in the balance sheet as non-current.
The indemnity payments made by lessees to cancel their lease agreements prior to their minimum termination date are also recognised as income in profit and loss on the date on which they are claimable.
Interest received on financial assets is recognised using the effective interest method, while dividends are recognised when the shareholder's right to receive payment has been established. In any event, interest and dividends on financial assets accruing after the date of acquisition are recognised as revenue in the income statement.
In line with that included in enquiry no. 79 of the Spanish Accounting and Audit Institute Official Gazette (BOICAC) and the ICAC ruling for revenue recognition of 10 February 2021, regarding the recognition of certain income (dividends, income from loans to related parties, etc.) for companies whose corporate purpose is the holding of financial assets, the Company recognised dividend income from holdings in controlling companies as an addition to "Revenue" in the income statement (Notes 19 and 20).
All the Company's transactions with related parties are at arm's length. Transfer prices are adequately supported, and consequently the Parent's directors consider that no significant risks exist in this respect from which significant liabilities could arise in the future.
The bulk of repair and maintenance expenses incurred by the Company in connection with the operation of its investment properties is passed on to the respective lessees. The Company does not consider as income the costs passed on to the lessees of its investment property, which are presented as a reduction of the corresponding costs in profit and loss. In 2023 and 2022, a total of 31,970 thousand euros and 33,653 thousand euros, respectively, were invoiced in this regard.
Direct operating expenses associated with rented investment property net of costs passed on that generated lease income during 2023 and 2022, included under "Profit from operations" in the income statement, amounted to 12,276 thousand euros and 18,003 thousand euros, respectively. Expenses incurred in connection with investment properties that did not generate rental income were not material.
Business combinations arising from the acquisition of all the assets of a company or of a party constituting one or more businesses are recorded in accordance with the method of acquisition.
In the case of business combinations resulting from the acquisition of shares or equity interests in a company, the Company recognises the investment in accordance with the provisions for equity investments in Group companies, jointly controlled entities and associates.
The movement in this item of the balance sheet and the most significant information affecting this item, were as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Goodwill | Intellectual property |
Computer software |
Total | ||
| Balance at 31 December 2021 | 53,050 | 236 | 2,141 | 55,427 | |
| Acquisition cost | 113,258 | 492 | 8,268 | 122,018 | |
| Accumulated depreciation and amortisation |
(60,208) | (256) | (6,127) | (66,591) | |
| Additions | -- | -- | 1,627 | 1,627 | |
| Depreciation charge | (8,721) | (56) | (1,292) | (10,069) | |
| Disposals (Note 19-e) | -- | -- | (1,668) | (1,668) | |
| Write-offs (Note 19-e) | -- | -- | 1,668 | 1,668 | |
| Balance at 31 December 2022 | 44,329 | 180 | 2,476 | 46,985 | |
| Acquisition cost | 113,258 | 492 | 8,227 | 121,977 | |
| Accumulated depreciation and amortisation |
(68,929) | (312) | (5,751) | (74,992) | |
| Additions | -- | -- | 2,425 | 2,425 | |
| Depreciation charge | (8,720) | (56) | (1,522) | (10,298) | |
| Disposals (Note 19-e) | -- | -- | (624) | (624) | |
| Write-offs (Note 19-e) | -- | -- | 624 | 624 | |
| Balance at 31 December 2023 | 35,609 | 124 | 3,379 | 39,112 | |
| Acquisition cost | 113,258 | 492 | 10,028 | 123,778 | |
| Accumulated depreciation and amortisation |
(77,649) | (368) | (6,649) | (84,666) |
At year-end 2023 and 2022 the Company has fully depreciated intangible assets still in use amounting to 4,113 thousand euros and 4,738 thousand euros, respectively.
The movement in this item of the balance sheet and the most significant information affecting this item, were as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Land and buildings |
Plant and other items of property, plant and equipment |
Total | ||
| Balance at 31 December 2021 | 17,218 | 4,110 | 21,328 | |
| Acquisition cost | 19,680 | 8,939 | 28,619 | |
| Accumulated depreciation and amortisation |
(1,719) | (4,829) | (6,548) | |
| Accumulated impairment | (743) | -- | (743) | |
| Additions Depreciation charge Disposals (Note 19-e) Write-offs (Note 19-e) Impairment (Note 19-d) |
1 (58) -- -- 743 |
310 (637) (718) 718 -- |
311 (695) (718) 718 743 |
|
| Balance at 31 December 2022 | 17,904 | 3,783 | 21,687 | |
| Acquisition cost | 19,681 | 8,531 | 28,212 | |
| Accumulated depreciation and amortisation |
(1,777) | (4,748) | (6,525) | |
| Additions Depreciation charge Disposals (Note 19-e) Write-offs (Note 19-e) |
-- (31) -- -- |
568 (450) (135) 113 |
568 (481) (135) 113 |
|
| Balance at 31 December 2023 | 17,873 | 3,879 | 21,752 | |
| Acquisition cost | 19,681 | 8,964 | 28,645 | |
| Accumulated depreciation and amortisation |
(1,808) | (5,085) | (6,893) | |
The Company has two floors of the building located at Avenida Diagonal, 532 in the city of Barcelona and one floor of the building located at Paseo de la Castellana, 52 in the city of Madrid for its own use.
From the valuations of the Company's assets carried out by an independent expert at 31 December 2023 and 2022 (Note 4-b), in 2022 it was necessary to reverse an impairment of the value of property for own use amounting to 743 thousand euros, which was recorded under "Impairment and gains/losses on disposal of fixed assets - Impairment and losses" in the income statement (Note 19-d).
In addition, the Company recorded the derecognition of certain assets included under "Property, plant and equipment", which had an impact on "Impairment and gains/losses on disposal of fixed assets - Gains/losses on disposals and other" in the income statement (note 19-e) amounting to 22 thousand euros (0 thousand euros in 2022).
At year-end 2023 and 2022 the net book value of the Company's land amounts to 16,876 thousand euros.
At year-end 2023 and 2022 the Company has fully depreciated tangible assets still in use amounting to 2,256 thousand euros and 2,353 thousand euros, respectively.
The Company has no property, plant and equipment outside Spain, nor are there any purchase commitments.
Company policy is to arrange insurance policies to cover any risks to which its property, plant and equipment may be exposed. At 31 December 2023 and 2022, these elements were fully insured.
The movement in this item of the balance sheet and the most significant information affecting this item, were as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Land | Constructions and installations |
Real estate investments in progress and advances |
Total | ||||
| Balance at 31 December 2021 | 1,731,450 | 1,096,985 | 504,272 | 3,332,707 | |||
| Acquisition cost | 1,812,765 | 1,610,839 | 506,642 | 3,930,246 | |||
| Accumulated depreciation and amortisation | -- | (513,854) | (2,370) | (516,224) | |||
| Accumulated impairment | (81,315) | -- | -- | (81,315) | |||
| Additions | 36 | 38,297 | 52,611 | 90,944 | |||
| Depreciation charge Disposals (Note 19-e) |
-- (14,175) |
(60,411) (19,796) |
-- -- |
(60,411) (33,971) |
|||
| Write-offs (Note 19-e) | -- | 3,678 | -- | 3,678 | |||
| Impairment write-offs (Notes 19-d and 19-e) | 4,323 | -- | -- | 4,323 | |||
| Transfers (Note 13) | (67,844) | (74,772) | (258,522) | (401,138) | |||
| Transfers of depreciation (Note 13) | -- | 66,567 | 1,513 | 68,080 | |||
| Depreciation transfer (Notes 13 and 19-d) | 23,113 | -- | -- | 23,113 | |||
| Application of impairment (Note 19-d) | 6,176 | -- | -- | 6,176 | |||
| Impairment (Note 19-d) | (48,883) | -- | -- | (48,883) | |||
| Balance at 31 December 2022 | 1,634,196 | 1,050,548 | 299,874 | 2,984,618 | |||
| Acquisition cost | 1,730,782 | 1,554,568 | 300,731 | 3,586,081 | |||
| Accumulated depreciation and amortisation | -- | (504,020) | (857) | ||||
| Accumulated impairment | (96,586) | -- | -- | (504,877) (96,586) |
|||
| Additions | -- | 34,232 | 98,947 | 133,179 | |||
| Depreciation charge | -- | (33,046) | -- | (33,046) | |||
| Disposals (Note 19-e) | (18,568) | (22,278) | -- | (40,846) | |||
| Write-offs (Note 19-e) | -- | 5,241 | -- | 5,241 | |||
| Impairment write-offs (Notes 19-d and 19-e) | 2,356 | -- | -- | 2,356 | |||
| Transfers (Note 13) | (50,072) | (52,119) | (52,710) | (154,901) | |||
| Transfers of depreciation (Note 13) | -- | 3,366 | -- | 3,366 | |||
| Depreciation transfer (Notes 13 and 19-d) | 17,253 | -- | -- | 17,253 | |||
| Application of impairment (Note 19-d) | 10,996 | -- | -- | 10,996 | |||
| Impairment (Note 19-d) | (96,455) | -- | -- | (96,455) | |||
| Balance at 31 December 2023 | 1,499,706 | 985,944 | 346,111 | 2,831,761 | |||
| Acquisition cost | 1,662,142 | 1,514,403 | 346,968 | 3,523,513 | |||
| Accumulated depreciation and amortisation Accumulated impairment |
-- (162,436) |
(528,459) -- |
(857) -- |
(529,316) (162,436) |
The additions for 2023 correspond to investments in real estate assets, both in development and in operation, amounting to 133,179 thousand euros, including 5,665 thousand euros of financial costs (Note 19-f), associated with various investment and refurbishment projects in its properties.
During 2023, an office building and two floors of office space were disposed of for a total sale proceeds of 38,874 thousand euros, resulting in a gain of 4,657 thousand euros, including indirect costs of sale. In addition, write-offs due to the replacement of certain items of investment property amounting to 3 thousand euros were recorded.
In addition, in 2023, one office plant and two properties were reclassified from "Investment property" to "Non-current assets held for sale" in the balance sheet and one property was transferred from "Noncurrent assets held for sale" to "Investment property", for a total net amount of 134,282 thousand euros (Note 13).
The additions for 2022 correspond to investments in real estate assets, both in development and in operation, amounting to 90,944 thousand euros, including 5,130 thousand euros of financial costs (Note 19-f), associated with various investment and refurbishment projects in its properties.
During 2022, one premises and two office properties were disposed of for a total sale proceeds of 31,545 thousand euros, resulting in a gain of 5,722 thousand euros, including indirect costs of sale. In addition, write-offs due to the replacement of certain items of investment property amounting to 16 thousand euros were recorded.
In addition, in 2022, a total of seven properties were reclassified from "Investment property" to "Non-current assets held for sale" in the balance sheet for a total amount of 309,945 thousand euros (Note 13).
The valuations obtained on the Company's assets by independent experts at 31 December 2023 have revealed the need to recognise a net impairment charge for investment property amounting to 85,459 thousand euros (42,707 thousand euros at 31 December 2022). These results were recorded in "Impairment and gains/(losses) on disposals of property, plant and equipment - Impairment and losses" of profit and loss (Note 19-d).
The total surface area by location (above and under-ground) of investment property and projects in use and in progress at 31 December 2023 and 2022 is as follows:
| Total surface area (m2 ) |
||||||||
|---|---|---|---|---|---|---|---|---|
| Investment property in operation |
development | Investment property under | Total | |||||
| 31 December | 31 December | 31 December | 31 December | 31 December | 31 December | |||
| Location | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Barcelona | 338,586 | 356,748 | 51,449 | 9,930 | 390,035 | 366,678 | ||
| Madrid | 531,695 | 553,118 | 166,523 | 157,996 | 698,218 | 711,114 | ||
| 870,281 | 909,866 | 217,972 | 167,926 | 1,088,253 | 1,077,792 |
At year-end 2023 and 2022, the Company had fully depreciated investment property still in use amounting to 210,827 thousand euros and 269,286 thousand euros, respectively.
The Company has no property, plant and equipment outside Spain, nor are there any purchase commitments.
Company policy is to arrange insurance policies to cover any risks to which its investment property may be exposed. At 31 December 2023 and 2022, these elements were fully insured.
At year-end 2023 and 2022, the Company had contracted with tenants the following minimum irrevocable lease payments under the leases currently in force, without taking into account the impact of common expenses, future increases in the CPI or future contractual lease payment revisions:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Nominal Value | |||||
| 31 December | 31 December | ||||
| Minimum operating lease payments | 2023 | 2022 | |||
| Less than one year | 128,086 | 132,192 | |||
| Between one and five years | 240,336 | 220,234 | |||
| More than five years | 31,212 | 40,323 | |||
| Total | 399,634 | 392,749 |
The carrying amount of each of the categories of financial instruments established in the "Financial instruments" recognition and measurement standard (Note 4-e), except for investments in the equity of Group companies, jointly controlled entities and associates (Note 10), is as follows:
Long and short term financial assets -
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Equity instruments | Loans, derivatives and others |
Total | |||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Financial assets at amortised cost (Note 11-a) | -- | -- | 37,718 | 16,766 | 37,718 | 16,766 | |
| Assets at fair value through profit or loss (Note 11-b): |
3,524 | 2,760 | 19,362 | 23,473 | 22,886 | 26,233 | |
| Hedging derivatives (Note 12) | -- | -- | 1,958 | 260,339 | 1,958 | 260,339 | |
| Long term | 3,524 | 2,760 | 59,038 | 300,578 | 62,562 | 303,338 | |
| Financial assets at amortised cost (Note 11-a) Financial assets at cost |
-- 679 |
-- 9 |
427,137 -- |
75,290 -- |
427,137 679 |
75,290 9 |
|
| Short term | 679 | 9 | 427,137 | 75,290 | 427,816 | 75,299 | |
| Financial assets | 4,203 | 2,769 | 486,175 | 375,868 | 490,378 | 378,637 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Long term financial liabilities | ||||||||
| Bank borrowings | Bonds and other marketable securities |
Derivatives Others | Total | |||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Financial liabilities at amortised cost (Note 16) Liabilities at fair value through profit or loss: Hedging derivatives (Note 12) |
101,763 -- -- |
95,450 -- -- |
2,678,495 -- -- |
2,798,530 -- -- |
-- 28,771 2,053 |
-- 33,380 -- |
2,780,258 28,771 2,053 |
2,893,980 33,380 -- |
| Long Term | 101,763 | 95,450 | 2,678,495 | 2,798,530 | 30,824 | 33,380 | 2,811,082 | 2,927,360 |
| Financial liabilities at amortised cost (Note 16) Financial liabilities at cost Hedging derivatives (Note 12) |
218 -- -- |
75,730 -- -- |
197,566 -- -- |
11,524 -- -- |
293 82,294 5,067 |
137 58,206 -- |
198,077 82,294 5,067 |
87,391 58,206 -- |
| Short Term | 218 | 75,730 | 197,566 | 11,524 | 87,654 | 58,343 | 285,438 | 145,597 |
| Financial Liabilities - | 101,981 | 171,180 | 2,876,061 | 2,810,054 | 118,478 | 91,723 | 3,096,520 | 3,072,957 |
The breakdown by subsidiary at 31 December 2023 and 2022 is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2021 |
Additions | 31 December 2022 |
Additions | 31 December 2023 |
||||
| Cost: | ||||||||
| Société Foncière Lyonnaise, S.A. | 2,627,072 | -- | 2,627,072 | 1,489 | 2,628,561 | |||
| Colonial Tramit, S.L.U. | 23 | -- | 23 | -- | 23 | |||
| Inmocol Torre Europa, S.A. | 12,080 | -- | 12,080 | -- | 12,080 | |||
| Peñalvento, S.L.U. | 20,755 | -- | 20,755 | -- | 20,755 | |||
| Utopicus Innovación Cultural, S.L.U. | 28,733 | 23,000 | 51,733 | -- | 51,733 | |||
| Wittywood, S.L.U. | 4,647 | 5,000 | 9,647 | (9) | 9,638 | |||
| Inmocol One, S.A.U. | 60 | -- | 60 | -- | 60 | |||
| Inmocol Two, S.L.U. | 13 | -- | 13 | -- | 13 | |||
| Colonial Lab, S.L.U. | 13 | -- | 13 | -- | 13 | |||
| Total cost | 2,693,396 | 28,000 | 2,721,396 | 1,480 | 2,722,876 | |||
| Impairment: | ||||||||
| Colonial Tramit, S.L.U. | (17) | 1 | (16) | (2) | (18) | |||
| Inmocol Torre Europa, S.A. | (357) | 357 | -- | -- | -- | |||
| Utopicus Innovación Cultural, S.L.U. | (24,128) | (7,532) | (31,660) | (2,717) | (34,377) | |||
| Wittywood, S.L.U. | -- | (655) | (655) | (163) | (818) | |||
| Inmocol One, S.A.U. | (3) | -- | (3) | (2) | (5) | |||
| Inmocol Two, S.L.U. | (3) | -- | (3) | (1) | (4) | |||
| Colonial Lab, S.L.U. | (3) | -- | (3) | (1) | (4) | |||
| Total impairment | (24,511) | (7,829) | (32,340) | (2,886) | (35,226) | |||
| Net total | 2,668,885 | 20,171 | 2,689,056 | (1,406) | 2,687,650 |
During October and November 2023, the Company acquired 20,350 shares in the subsidiary Société Foncière Lyonnaise, S.A. from minority shareholders. The acquisition cost totalled 1,489 thousand euros.
On 3 June 2022, the Company acquired 50% of the remaining shares of the subsidiary Wittywood, S.L., representing 3,000 shares, for 5,000 thousand euros, with payment of 500 thousand euros withheld until 30 September 2023.
On 29 December 2022, the subsidiary Utopicus Innovación Cultural, S.L.U. carried out two capital increases, (i) the first by offsetting the loan signed on 10 July 2020, through the issue of 35,946 shares with a par value of 1 euro each, plus a share premium of 19,964 thousand euros and (ii) a second share capital increase by issuing 5,391 shares with a par value of 1 euro each, plus a share premium of 2,994 thousand euros. Both capital increases were fully subscribed by the Company for 20,000 thousand euros and 3,000 thousand euros, respectively.
In 2023 and 2022, no impairment of the financial interest in SFL was recognised (Note 4-e). The price of SFL shares at the close of 2023 and 2022 was 67.00 and 84.40 euros per share, respectively.
On 3 October 2018, the Company signed a purchase agreement, subject to conditions precedent, for 100% of the shares in Peñalvento. The contract provides for the sale and purchase to be completed during 2024, provided that the conditions precedent have been fulfilled. As at 31 December 2023 and 2022, the Company received a total of 28,287 thousand euros on account of the price of the shares, which is recognised under "Customer advances" in the balance sheet.
The heading "Loans to Group companies" at 31 December 2023 consists of the loan granted by the Company to the subsidiary Wittywood, S.L., plus accrued interest, for a total amount of 3,913 thousand euros (3,340 thousand euros at 31 December 2022).
Details of "Financial assets at amortised cost" are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31 December | 31 December | ||
| 2023 | 2022 | ||
| Non-current investments in group companies and associates |
|||
| Loans to group companies (Note 20) | 3,913 | 3,340 | |
| Non-current financial investments | |||
| Non-current other receivables | 33,805 | 13,426 | |
| Non-Current | 37,718 | 16,766 | |
| Non-current investments in group companies and associates |
|||
| Loans to group companies (Note 20) | 418,269 | 62,365 | |
| Trade and other receivables | |||
| Trade receivables for sales and services | 2,147 | 4,013 | |
| Receivables from related parties (Note 20) | 218 | 61 | |
| Current other receivables | 6,318 | 8,672 | |
| Other | 185 | 179 | |
| Current financial investments | |||
| Other financial assets | 670 | -- | |
| Current | 427,807 | 75,290 | |
The detail of the balances recorded under "Other receivables" in the balance sheet is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31 December | 31 December | ||
| 2023 | 2022 | ||
| Cost: | |||
| Nozar, S.A. | -- | 817 | |
| Inmo Criteria Patrimonio, S.L. | 21,181 | -- | |
| Lease incentives (Note 4-n) | 12,624 | 13,426 | |
| Total cost | 33,805 | 14,243 | |
| Impairment: | |||
| Nozar, S.A. | -- | (817) | |
| Total impairment | -- | (817) | |
| Total non-current other receivables | 33,805 | 13,426 | |
| Cost: | |||
| Nozar, S.A. | 915 | 867 | |
| Lease incentives (Note 4-n) | 6,082 | 7,822 | |
| Other | 236 | 849 | |
| Total cost | 7,233 | 9,538 | |
| Impairment: | |||
| Nozar, S.A. | (915) | (866) | |
| Other | -- | -- | |
| Total impairment | (915) | (866) | |
| Total current other receivables | 6,318 | 8,672 |
In 2023, a collection right was recognised with Inmo Criteria Patrimonio, S.L. for a deferred payment of 18 months for a total amount of 22,000 thousand euros as a result of the sale price of a non-current asset held for sale, which is duly guaranteed. (see note 13).
Lease incentives -
In 2023, 637 thousand euros were transferred to "Non-current assets held for sale" (921 thousand euros in 2022) (Note 13).
Details of "Financial investments at fair value" are as follows:
| Thousands of euros | |||
|---|---|---|---|
| 31 December | 31 December | ||
| 2023 | 2022 | ||
| Non-current financial investments | |||
| Deposits and guarantees | 19,362 | 23,472 | |
| Other financial assets | 3,524 | 2,760 | |
| Non-Current | 22,886 | 26,232 |
Non-current deposits and guarantees basically correspond to deposits made with official bodies for guarantees collected for property leases in accordance with current legislation.
The derivative financial instruments held by the Company at 31 December 2023 and 2022 are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Interest rate | Early settlement |
Maturity | Nominal | Fair value of assets |
Fair value of liabilities |
|
| Swap interest rate | 2.46% | 2024 | 2029 | 173,000 | -- | (1,730) |
| Swap interest rate | 2.46% | 2024 | 2029 | 165,700 | -- | (1,666) |
| Swap interest rate | 2.45% | 2024 | 2029 | 168,050 | -- | (1,671) |
| Swap interest rate | 2.28% | 2025 | 2030 | 747,500 | -- | (1,818) |
| Swap interest rate | 2.45% | 2027 | 2032 | 173,500 | 278 | -- |
| Swap interest rate | 2.42% | 2027 | 2032 | 173,300 | 408 | -- |
| Swap interest rate | 2.48% | 2028 | 2033 | 213,500 | 423 | -- |
| Swap interest rate | 2.47% | 2028 | 2033 | 213,350 | 522 | -- |
| Swap interest rate | 2.64% | 2028 | 2033 | 102,750 | -- | (235) |
| Swap interest rate | 2.50% | 2028 | 2033 | 101,470 | 327 | -- |
| Total | 2,232,120 | 1,958 | (7,120) |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Interest rate | Early settlement |
Maturity | Nominal | Fair value of assets | |
| Swap interest rate | 0.35% | 2023 | 2033 | 25,000 | 5,842 |
| Swap interest rate | 0.35% | 2023 | 2033 | 150,000 | 35,010 |
| Swap interest rate | 0.57% | 2024 | 2029 | 173,000 | 18,510 |
| Swap interest rate | 0.57% | 2024 | 2029 | 165,700 | 17,752 |
| Swap interest rate | 0.57% | 2024 | 2029 | 168,050 | 17,979 |
| Swap interest rate | 0.62% | 2025 | 2030 | 747,500 | 76,868 |
| Swap interest rate | 0.71% | 2027 | 2032 | 173,500 | 16,035 |
| Swap interest rate | 0.70% | 2027 | 2032 | 173,300 | 16,059 |
| Swap interest rate | 0.76% | 2028 | 2033 | 213,500 | 19,140 |
| Swap interest rate | 0.76% | 2028 | 2033 | 213,350 | 19,188 |
| Swap interest rate | 0.80% | 2028 | 2033 | 102,750 | 8,982 |
| Swap interest rate | 0.79% | 2028 | 2033 | 101,470 | 8,974 |
| Total | 2,407,120 | 260,339 |
During the second half of the 2023 financial year, the Company cancelled forward starting hedging instruments for a nominal amount of 2,232,120 thousand euros. The Parent applied hedge accounting to these instruments based on forecasted future debt issuance transactions. As the forecast transactions remain probable, the Company has retained in equity the amount recorded for the change in market value of these hedges up to the time of cancellation. This amount will be reclassified to the consolidated income statement as of the date on which the initially hedged debt issues were planned.
In 2023, the Company collected a total of 211,774 thousand euros for the value of the cancelled foward starting swap and for the maturity of the Natwest hedging instruments for a nominal amount of 175,000 thousand euros. This amount is included in "Cash flows from financing activities" in the consolidated cash flow statement.
In parallel, the Company has contracted new derivatives with a notional amount of 2,232,120 thousand euros of 5 years.
During the second half of 2022, the Company has cancelled forward starting hedging instruments for a nominal amount of 1,337,500 thousand euros, maturing in 2034 and 2035 (and initial terms of 7 and 10 years). The Parent applied hedge accounting to these instruments based on forecasted future debt issuance transactions. As the forecast transactions remain probable, the Company has retained in equity the amount recorded for the change in market value of these hedges up to the time of cancellation (185,752 thousand euros). This amount will be reclassified to the consolidated income statement as of the date on which the initially hedged debt issues were planned. These cancellations resulted in a cost recorded in the income statement amounting to 1,992 thousand euros. In parallel, the Company has contracted new derivatives with a notional amount of 2,232,120 thousand euros and maturing in 2029, 2030, 2032 and 2033 (all with a term of 5 years).
The fair value of the derivatives was calculated by discounting estimated future cash flows based on forward interest and exchange rates and on assigned volatility at each calculation date.
A change of one-quarter of one point in yields has the following impact on the valuations used by the Company to determine the value of its derivatives:
| Sensitivity of valuations to | Thousands of Euros | |||
|---|---|---|---|---|
| a change of one quarter of a point in rates of return |
Fair value | Decrease of one quarter of a point |
Increase of one quarter of a point |
|
| 31 December 2023 | (5,162) | (25,332) | 24,716 | |
| 31 December 2022 | 260,339 | (20,375) | 25,768 |
The changes in this heading of the balance sheet were as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31 December | 31 December | |||
| 2023 | 2022 | |||
| Beginning balance | 287,352 | -- | ||
| Additions | 1 | -- | ||
| Disposals | (296,278) | (25,615) | ||
| Impairment (Note 19-d) | (5,148) | 2,101 | ||
| Transfers | 134,919 | 310,866 | ||
| Ending balance | 120,846 | 287,352 |
In 2023, the Company transferred from the balance sheet heading "Investment property" an office plant and two properties for a net book value of 165,053 thousand euros (Note 7) and 637 thousand euros from "Trade and other receivables" corresponding to the accrual of lease incentives.
In addition, in 2023, the Company transferred from "Non-current assets held for sale" to "Investment property" in the balance sheet a property with a net book value of 30,771 thousand euros, as the planned sale transaction has been cancelled.
The Company disposed of three properties for a total sale price of 406,490 thousand euros, resulting in a gain of 99,940 thousand euros, including indirect costs of sale.
Movements in 2022 -
In 2022, the Company transferred 309,945 thousand euros from "Investment property" in the balance sheet (Note 7) and 921 thousand euros from "Trade and other receivables" corresponding to the accrual of lease incentives.
The Company disposed of one property for a total sale price of 25,000 thousand euros, resulting in a gain of 838 thousand euros, including indirect costs of sale.
Impairment -
The valuations obtained on the Company's assets by independent experts at 31 December 2023 revealed the need to recognise a net impairment charge of 5,148 thousand euros (a net reversal of 2,101 thousand euros at 31 December 2022). This movement recorded under "Impairment and gains/losses on disposal of fixed assets - Impairment and losses" in the income statement (Note 19-d).
At 31 December 2022, one of the properties transferred from "Investment property" (Note 7) had an associated mortgage debt, which was transferred to "Liabilities linked to available-for-sale non-current assets" for an amount of 75,462 thousand euros.
At 31 December 2023 and 2022 the share capital comprised 539,615,637 shares, each with a par value of 2.5 euros, fully subscribed and paid up, amounting to 1,349,039 thousand euros.
According to the detail included in section A.2 of the Annual Corporate Governance Report of the Parent Company for 2023, shareholders owning significant stakes in the Company's share capital, both direct and indirect, as at 31 December 2023 and 2022, are as follows:
| 31 December 2023 | 31 December 2022 | ||||
|---|---|---|---|---|---|
| Number of shares* |
% ownership | Number of shares* |
% ownership | ||
| Share capital | |||||
| Qatar Investment Authority (**) | 102,675,757 | 19.03% | 102,675,757 | 19.03% | |
| Fernández González, Carlos | 80,028,647 | 14.83% | 82,488,909 | 15.29% | |
| Puig, S.A. | 39,795,000 | 7.37% | 39,795,000 | 7.37% | |
| Aguila Ltd. | 28,880,815 | 5.35% | 28,880,815 | 5.35% | |
| Corporación Financiera Alba, S.A. | 27,012,839 | 5.01% | -- | 0.00% | |
| Credit Agricole, S.A. | 22,494,701 | 4.17% | 22,494,701 | 4.17% | |
| BlackRock Inc. | 16,182,616 | 3.02% | 15,956,812 | 2.96% | |
* Does not include certain financial instruments linked to shares of the Company. ** Qatar Investment Authority is responsible for managing 21,782,588 shares of the Company owned by DIC Holding, LLC.
At 31 December 2023 and 2022, Aguila Ltd. and BlackRock Inc. formally obtained financial instruments associated with the Company's shares that, in the event the instruments are exercised, could give rise to an additional interest in the share capital of Colonial. These financial instruments do not and cannot involve the issue of new shares of the Parent.
The Company has no knowledge of other significant equity interests.
The Annual General Meeting held on 30 June 2021 resolved to authorise the Board of Directors to issue, on behalf of the Parent and on one or more occasions and for a maximum period of five years, bonds convertible into new shares of the Parent or other similar securities that may give the right, directly or indirectly, to subscribe shares of the Parent, with the express power to exclude the pre-emptive subscription right of the shareholders up to a maximum of 20% of the share capital, and to increase the capital by the amount necessary to meet the conversion. The total maximum amount of the issue or issues of the securities that may be performed under this authorisation may not exceed a combined amount of 500,000 thousand euros or its equivalent in another currency.
On 30 June 2021, the Annual General Meeting resolved to authorise the Board of Directors, in accordance with article 297.1 b) of the Spanish Companies Act, to increase the share capital through monetary contributions by up to half the amount of the share capital, within a maximum period of five years, on one or more occasions and at the time and by the amount it deems appropriate. Within the maximum amount indicated, the Board of Directors is empowered to exclude the pre-emption right up to a maximum of 20% of the share capital.
On 21 June 2022, the General Shareholders' Meeting resolved to distribute dividends with a charge to the share premium amounting to 92,680 thousand euros, which were paid to shareholders.
On 15 June 2023, the General Shareholders' Meeting resolved to distribute dividends with a charge to the share premium amounting to 28,173 thousand euros, which were paid to shareholders.
As at 31 December 2023 the share premium amounts to 1,463,600 thousand euros (1,491,773 thousand euros as at 31 December 2022).
The legal reserve may be used to increase capital in an amount equal to the portion of the balance that exceeds 10% of capital after the increase. Otherwise, until it exceeds 20% of share capital and provided there are no sufficient available reserves, this reserve may only be used to set off losses and provided no other sufficient reserves are available for this purpose.
At 31 December 2023, taking into account the appropriation to the legal reserve included in the distribution of the Parent's profit for 2022 approved by the shareholders at the General Meeting held on 15 June 2023, for 11,633 thousand euros, the legal reserve has been increased to 70,272 thousand euros, although it had not yet reached the stipulated level at the date of authorisation for issue of these financial statements (58,639 thousand euros at 31 December 2022).
The detail of other reserves in the balance sheet heading is as follows:
| 31 December | 31 December | |
|---|---|---|
| 2023 | 2022 | |
| Voluntary reserves | 169,441 | 169,441 |
| Merger reserves | (27,468) | (27,468) |
| Gains/(losses) on disposals of treasury shares | (3,809) | (3,572) |
| Results for previous years | (27,010) | (27,010) |
| Capital increase costs | (1,223) | (1,223) |
| Total other reserves | 109,931 | 110,168 |
The result generated by deliveries of treasury shares, which amounted to a positive result of 237 thousand euros for 2023 (789 thousand euros for 2022), has been recognised in the Company's reserves.
The number of the Company's treasury shares and their acquisition cost were as follows:
| 31 December 2023 | 31 December 2022 | ||||
|---|---|---|---|---|---|
| No. of shares | Thousands of euros |
No. of shares | Thousands of euros |
||
| Free tranche Liquidity contracts |
7,784,518 209,247 |
63,417 1,511 |
7,915,908 302,462 |
64,494 1,880 |
|
| Ending balance | 7,993,765 | 64,928 | 8,218,370 | 66,374 |
The number of the Company's treasury shares and their acquisition cost were as follows:
| 31 December 2023 | 31 December 2022 | |||
|---|---|---|---|---|
| No. of shares | Thousands of Euros |
No. of shares | Thousands of Euros |
|
| Beginning balance | 7,915,908 | 64,494 | 7,943,007 | 64,745 |
| Delivery of incentives plan shares (Note 21-d) | (43,824) | (213) | (41,691) | (221) |
| Other purchases | 17,729 | (6) | 14,592 | (30) |
| Other share deliveries | (105,295) | (858) | -- | -- |
| Ending balance | 7,784,518 | 63,417 | 7,915,908 | 64,494 |
Deliveries of Company shares deriving from the long-term incentives plan (Note 21-d) -
Every year, the Company settles the obligations to comply with the previous year's plan through the delivery of shares to the beneficiaries of the Remuneration Plan, once it has assessed the degree of attainment of the indicators included therein.
The Parent enters into liquidity contracts to enhance the liquidity of its transactions and the regularity of its listed share price.
The number of the Company's treasury shares under liquidity contracts and their acquisition cost were as follows:
| 31 December 2023 | 31 December 2022 | ||||
|---|---|---|---|---|---|
| No. of shares | Thousands of Euros |
No. of shares | Thousands of Euros |
||
| Beginning balance | 302,462 | 1,880 | 229,500 | 1,912 | |
| Liquidity contract dated 4 January 2022 | |||||
| Purchase | 18,906,010 | 110,706 | 17,945,849 | 116,688 | |
| Sale | (18,999,225) | (111,075) | (17,872,887) | (116,720) | |
| Ending balance | 209,247 | 1,511 | 302,462 | 1,880 |
On 4 January 2022, the Company communicated the termination of the previous liquidity contract, which was replaced by a new one signed with Banco Sabadell, S.A. The contract is valid for 12 months and can be extended.
The changes in this heading of the balance sheet were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31 December 2023 | 31 December 2022 | ||
| Beginning balance | 262,267 | 10,651 | |
| Changes in the fair value of hedges in the year Transfer to profit and loss |
(81,736) 27,459 |
251,616 -- |
|
| Ending balance | 207,990 | 262,267 |
The detail of current and non-current provisions in the balance sheet, and the main movements in 2023 were as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Current | Non-Current | |||
| Provision for contingencies and expenses |
Provisions with personnel |
|||
| Balance at 31 December 2021 | 2,701 | 33 | ||
| Charge (Note 19-c) Reversal (Note 19-c) Application |
25 (25) -- |
-- -- (13) |
||
| Balance at 31 December 2022 | 2,701 | 20 | ||
| Application | -- | (12) | ||
| Balance at 31 December 2023 | 2,701 | 8 |
Current provisions relate to an estimate of various risks inherent to the Company's business.
The breakdown by type of debt and maturity is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Current Non-current |
||||||||
| Less than | Between 1 | Between 2 | Between 3 | Between 4 | Older than | Total non | Total | |
| 1 year | and 2 years | and 3 years | and 4 years | and 5 years | 5 years | current | ||
| Bank borrowings: | ||||||||
| Syndicated loans | -- | -- | -- | 105,000 | -- | -- | 105,000 | 105,000 |
| Fees and interest | 1,353 | -- | -- | -- | -- | -- | -- | 1,353 |
| Arrangement costs | (1,135) | (1,139) | (1,136) | (962) | -- | -- | (3,237) | (4,372) |
| Total debts with credit institutions |
218 | (1,139) | (1,136) | 104,038 | -- | -- | 101,763 | 101,981 |
| Bonds and other marketable securities: |
||||||||
| Issues of bonds | 187,200 | 500,000 | 700,000 | -- | 500,000 | 995,000 | 2,695,000 | 2,882,200 |
| Fees and interest | 15,358 | -- | -- | -- | -- | -- | -- | 15,358 |
| Arrangement costs | (4,992) | (4,684) | (3,570) | (3,240) | (3,115) | (1,896) | (16,505) | (21,497) |
| Total debt instruments and other held-for-trading liabilities |
197,566 | 495,316 | 696,430 | (3,240) | 496,885 | 993,104 | 2,678,495 | 2,876,061 |
| Total | 197,784 | 494,177 | 695,294 | 100,798 | 496,885 | 993,104 | 2,780,258 | 2,978,042 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Current Non-current |
||||||||
| Less than 1 | Between 1 | Between 2 | Between 3 | Between 4 | Older than | Total non | Total | |
| year | and 2 years | and 3 years | and 4 years | and 5 years | 5 years | current | ||
| Bank borrowings: | ||||||||
| Bilateral loans | -- | -- | -- | -- | 100,000 | -- | 100,000 | 100,000 |
| Fees and interest | 1,534 | -- | -- | -- | -- | -- | -- | 1,534 |
| Arrangement costs | (1,266) | (1,220) | (1,220) | (1,220) | (890) | -- | (4,550) | (5,816) |
| Total debts with credit institutions |
268 | (1,220) | (1,220) | (1,220) | 99,110 | -- | 95,450 | 95,718 |
| Bonds and other marketable securities: |
||||||||
| Issues of bonds | -- | 187,200 | 500,000 | 700,000 | -- 1,425,000 2,812,200 | 2,812,200 | ||
| Fees and interest | 15,237 | -- | -- | -- | -- | -- | -- | 15,237 |
| Arrangement costs | (3,713) | (3,668) | (3,352) | (2,249) | (688) | (3,713) | (13,670) | (17,383) |
| Total debt instruments and | ||||||||
| other held-for-trading liabilities |
11,524 | 183,532 | 496,648 | 697,751 | (688) 1,421,287 2,798,530 | 2,810,054 | ||
| Total | 11,792 | 182,312 | 495,428 | 696,531 | 98,422 1,421,287 2,893,980 | 2,905,772 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Issue | Duration | Maturity | Fixed coupon payable annually |
Issue amount | 31 December 2023 |
31 December 2022 |
| 28/10/2016 | 8 years | 28/10/2024 | 1.45% | 600,000 | 187,200 | 187,200 |
| 10/11/2016 | 10 years | 10/11/2026 | 1.88% | 50,000 | 50,000 | 50,000 |
| 28/11/2017 | 8 years | 28/11/2025 | 1.68% | 500,000 | 500,000 | 500,000 |
| 28/11/2017 | 12 years | 28/11/2029 | 2.50% | 370,000 | 370,000 | 300,000 |
| 17/04/2018 | 8 years | 17/04/2026 | 2.00% | 650,000 | 650,000 | 650,000 |
| 16/10/2020 | 8 years | 14/10/2028 | 1.35% | 500,000 | 500,000 | 500,000 |
| 22/06/2021 | 8 years | 22/06/2029 | 0.75% | 500,000 | 500,000 | 500,000 |
| 08/07/2021 | 8 years | 22/06/2029 | 0.75% | 125,000 | 125,000 | 125,000 |
| Total issues of bonds | 2,882,200 | 2,812,200 |
The detail of the issues of standard bonds made by the Company is as follows:
On 5 October 2016, the Company registered a 12-month EMTN (European Medium Term Note) programme for 3,000,000 thousand euros, which can be extended to 5,000,000 thousand euros, on the Irish Stock Exchange. On 11 July 2023, the Irish Stock Exchange approved the registration of the renewal of the programme in the official registers of the Parent's Base Fixed Income Prospectus (Euro Medium Term Note Programme).
A TAP (Takedown Allocation Process) bond issue is the process of issuing new bonds, based on existing bond issues, to an investor or group of investors. This issue maintains the same maturity date, par value and coupon rate as the original issue, but issued at a price at current market conditions.
On 28 November 2023, the Company formalised an increase (TAP) on its bonds, maturing in November 2029, for an amount of 70,000 thousand euros.
The bond issues dated 16/10/2020 and 22/06/2021 were admitted to trading on the regulated market (AIAF Fixed Income Securities Market) of the Madrid Stock Exchange (CNMV) and the remaining bond issues on the regulated market (Main Securities Market) of the Irish Stock Exchange.
At 31 December 2023 and 2022, the fair value of the bonds issued by the Company was 2,706,549 thousand euros and 2,440,714 thousand euros, respectively.
Compliance with financial ratios -
At 31 December 2023 and 2022, it complied with the financial ratios stipulated in the respective financing agreements.
On 13 December 2018, the Company registered a European Commercial Papers (ECP) programme with the Irish Stock Exchange for a maximum amount of 500,000 thousand euros. The programme was renewed on 25 October 2023.
As at 31 December 2023 and 2022 the Company has no outstanding issues.
The detail of the Company's syndicated financing is detailed in the following table:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| 31 December 2023 | 31 December 2022 | |||||
| Thousands of Euros | Maturity | Limit | Nominal drawn down |
Limit | Nominal drawn down |
|
| Syndicated financing | November 2027 | 1,000,000 | 105,000 | 1,000,000 | -- | |
| Total syndicated financing | 1,000,000 | 105,000 | 1,000,000 | -- |
On November 2022, the maturity of the credit line was extended to November 2027. This credit line is considered sustainable because its margin is pegged to the rating obtained by the GRESB agency.
The fixed interest rate is variable with a margin referenced to the EURIBOR.
At 31 December 2023 and 2022, the credit line complies with the financial ratios to which it is subject.
Details of the Company's bilateral loans are set out in the table below:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 31 December 2023 | 31 December 2022 | ||||
| Thousands of Euros |
Maturity | Limit | Nominal drawn down |
Limit | Nominal drawn down |
| Bilateral loans | April 2027 | -- -- |
100,000 | 100,000 | |
| Total bilateral loan | -- -- |
100,000 | 100,000 |
On 6 April 2022, the Company signed a new bilateral loan for an amount of 100,000 thousand euros maturing in 2027, which was cancelled on 29 January 2023. This loan is considered sustainable as its margin is linked to the ESG (environmental, social and corporate governance) rating that the Company obtains from the sustainability agency GRESB.
At 31 December 2023, the Company has granted guarantees to government bodies, customers and suppliers in the amount of 18,856 thousand euros (6,197 thousand euros at 31 December 2022).
Of the total guarantees granted, the main guarantee granted, amounting to 13,000 thousand euros, corresponds to the guarantee that the Company has granted to a purchaser for the advance payment of the latter for the acquisition of a residential complex. In the event that the Company does not comply with the assumptions foreseen in the private purchase contract, signed in December 2023, the Company will return the advance payment made by the buyer and will recover the guarantee.
In addition, the Company has another guarantee granted, amounting to 4,804 thousand euros, corresponding to commitments acquired by the company Asentia. In this regard, the Company and Asentia have signed an agreement whereby, if any of the guarantees are executed, Asentia must compensate the Company for any loss incurred within a maximum period of 15 days
The Company's average interest rate in 2023 was 1.43% (1.66% in 2022) or 1.70% incorporating the accrual of fees (1.91% in 2022). The interest rate of the Company's outstanding debt at 31 December 2023 (spot) is 1.68% (1.67% at 31 December 2022).
The amount of accrued interest pending payment recorded in the balance sheet amounts to:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31 December 2023 | 31 December 2022 | |||
| Bonds and other marketable securities Bank borrowings |
15,358 1,353 |
15,237 1534 |
||
| Total | 16,711 | 16,771 |
In 2023 and 2022, the Company recognised 2,355 thousand euros and 2,780 thousand euros (Note 19-f), respectively, in the income statement, corresponding to the costs repaid during the year.
Cash and cash equivalents include cash at bank and in hand, as well as highly liquid fixed income and/or money market investments that are readily convertible to known amounts of cash with maturities of three months or less, as well as highly liquid money market investments and bank deposits with longer maturities, but with maturities or contractual redemption periods of three months or less without penalty. Due to the high credit quality and short term nature of these investments due to their redemption terms there is a negligible risk of change in value.
At 31 December 2023 and 2022, the amounts of 336,056 thousand euros and 80,068 thousand euros, respectively, were recognised under "Cash and cash equivalents", of which, 1,923 thousand euros (1,382 thousand euros at 31 December 2022) was restricted or pledged.
At 31 December 2023 y 2022, it includes an amount of 28,771 thousand euros and 33,380 thousand euros, respectively, corresponding to guarantees received from lessees.
On 30 June 2017, the Company opted for the SOCIMI tax regime (Note 1).
The detail of balances with the tax authorities is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Receivable balance | Payable balance | |||
| 31 December 31 December |
31 December | 31 December | ||
| 2023 | 2022 | 2023 | 2022 | |
| Tax | -- | -- | 5,511 | 5,847 |
| Value-added tax | 1,014 | 615 | -- | -- |
| Current tax | 7,037 | 426 | -- | 90 |
| Other deferred taxes | -- | -- | 188 | 188 |
| Social Security tax payable | -- | -- | 182 | 154 |
| Total current balances | 8,051 | 1,041 | 5,881 | 6,279 |
| Deferred tax on merger (Note 1) | -- | -- | 74,974 | 79,653 |
| Other deferred taxes | -- | -- | 4,508 | 4,695 |
| Total non-current balances | -- | -- | 79,482 | 84,348 |
The reconciliation between accounting profit and taxable income is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| General REIT regime regime |
Total | |||
| Pre-tax profit/(loss) for year | 15,104 | 194,656 | 209,760 | |
| Permanent differences: | ||||
| SFL dividends (Note 19) | -- | (168,171) | (168,171) | |
| Amortisation of Axiare financial goodwill (Note 5) | -- | 8,720 | 8,720 | |
| Plan contribution (Note 21) | -- | 184 | 184 | |
| Other | (10) | 1,289 | 1,279 | |
| Temporary differences: | ||||
| Originating in prior years | ||||
| Deferral for reinvestment | 749 | -- | 749 | |
| Non-deductible provisions | -- | (109) | (109) | |
| Non-deductible amortisation | 414 | (6) | 408 | |
| Originating in current year | ||||
| Portfolio impairment (Note 10) | -- | 2,886 | 2,886 | |
| Non-deductible impairment of property | -- | 40,078 | 40,078 | |
| Amortisation of SFL financial goodwill | -- | (283) | (283) | |
| Deferred write-off from asset gains | 24,953 | 29,375 | 54,328 | |
| Taxable income (taxable profit) | 41,210 | 108,619 | 149,829 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| General regime |
REIT regime | Total | ||
| Pre-tax profit/(loss) for year | (5,442) | 121,450 | 116,008 | |
| Permanent differences: | ||||
| SFL dividends (Note 19) | -- | (168,171) | (168,171) | |
| Amortisation of Axiare financial goodwill (Note 5) | -- | 8,721 | 8,721 | |
| Plan contribution (Note 21) | -- | 217 | 217 | |
| Other | (10) | 1,020 | 1,010 | |
| Temporary differences: | ||||
| Originating in prior years | ||||
| Deferral for reinvestment | 749 | -- | 749 | |
| Non-deductible provisions | -- | (1) | (1) | |
| Non-deductible amortisation | (1,637) | (6) | (1,643) | |
| Originating in current year | ||||
| Portfolio impairment (Note 10) | -- | 7,829 | 7,829 | |
| Non-deductible impairment of property | -- | 15,251 | 15,251 | |
| Amortisation of SFL financial goodwill | -- | (283) | (283) | |
| Deferred write-off from asset gains | 7,554 | 30,822 | 38,376 | |
| Taxable income (taxable profit) | 1,214 | 16,849 | 18,063 |
Of the accounting profit for both financial years, a distinction has been made between the part of the profit that is taxed under the general income tax regime and the part that is taxed under the SOCIMI regime.
The main differences between the accounting result and the taxable income are explained below:
The reconciliation of the accounting result to the income tax expense recognised in the profit and loss account under the general tax regime is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Accounting profit before tax | 209,760 | 116,008 |
| Permanent differences | (157,988) | (158,223) |
| Adjusted accounting profit/(loss) | 51,772 | (42,215) |
| - REIT regime | 36,677 | (36,763) |
| - General regime | 15,094 | (5,452) |
| Accounting profit/(loss) adjusted to general regime | 15,094 | (5,452) |
| - Unrecorded deferred assets offset in the year | 414 | (1,637) |
| Tax profit/(loss) to general regime | 15,508 | (7,089) |
| Tax expense at 25% rate | (3,783) | 460 |
| Capitalisation | (1,559) | (271) |
| Other adjustments | 8,448 | 135 |
| Total income expense recognised in the | 3,106 | 324 |
| income statement | ||
| - Current tax | (3,783) | 460 |
| - Deferred tax | 6,889 | (136) |
The accounting result which is taxed under the special REIT regime will be at a rate of 0% and does not generate tax expenditure.
The detail of the balance of deferred tax assets is shown in the following table:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Deferred tax assets (taxable profit) | 2023 (*) | 2022 (*) | ||
| General regime base |
REIT base | General regime base |
REIT base | |
| Losses to be offset against prior years' results | 5,355,277 | -- | 5,384,125 | -- |
| Non-deductible impairment | -- | 88,768 | -- | 42,686 |
| Non-deductible portfolio impairment | 3 | 35,221 | -- | 32,037 |
| Non-deductible finance costs | 415,475 | 99,424 | 415,475 | 99,424 |
| Non-deductible amortisation | 4,903 | 6 | 4,489 | 12 |
| Non-deductible provisions | 66,236 | 1,278 | 66,236 | 1,278 |
| Other | 20 | 218 | 20 | 327 |
| Total tax credits and deferred tax assets | 5,841,914 | 224,915 | 5,870,345 | 175,764 |
(*) As described below, in determining the deferred tax liabilities at 31 December 2023 and 2022, the Company has not recognised the corresponding tax credits, except for the application of tax credits amounting to 25,451 thousand euros and 27,010 thousand euros, respectively, since these have been calculated on the basis of the effective tax rate.
The Corporate Income Tax Act in force as from 1 January 2015 establishes that the tax losses of prior years may be carried forward to future years without any time limitation.
The recent ruling of the Constitutional Court of 18 January 2024 (question of unconstitutionality 2577/2023) has declared unconstitutional certain measures on corporate income tax introduced by this Royal Decree-Law. Based on the information available at the date of preparation of the accounts, the Company estimates that it will obtain a refund of the amount paid in excess of approximately 9 million euros, but classifies this asset as contingent because it does not consider it virtually certain that it will be obtained.
At 31 December 2023, the deductions to be applied due to insufficient taxable profit amounted to 1,858 thousand euros (8,085 thousand euros at 31 December 2022) for tax credits for pending reinvestment deductions.
The Company has no amounts recognised in its financial statements in this connection.
The breakdown of deferred tax liabilities at 31 December 2023 and 2022 by item is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Deferred tax liabilities | 2023 (*) | 2022 (*) | |
| Taxable profit | Taxable profit | ||
| Deferral for pending reinvestment | 15,161 | 15,909 | |
| Deferral on financial goodwill | 3,883 | 3,600 | |
| Deferral on gains allocated to investment | |||
| property and financial assets | 401,699 | 426,652 | |
| Capitalised tax credits | (101,803) | (107,042) | |
| Total | 318,940 | 339,119 | |
| Deferred tax liabilities | 79,670 | 84,535 | |
(*) Of the deferred tax liabilities, 79,482 thousand euros are recognised under "Non-current deferred tax liabilities" and 188 thousand euros are recognised under "Other payables to public authorities" under current liabilities (84,348 thousand euros and 188 thousand euros, respectively, for 2022).
The heading "Deferred tax assets assigned to investment property and financial assets" includes the amount of deferred taxes associated with the Company's investment property arising from the commercial transactions described in Note 1 that would accrue in the event of the transfer of these assets, using the effective tax rate that would be applicable taking into account the applicable regulations and the existence of unrecorded tax credits. In this regard, deferred taxes associated with the Company's investment property for non-SOCIMI assets, as well as for capital gains on SOCIMI assets existing at the time of adoption of the regime, have been recorded at an effective rate.
The Company has the last four years open for review for all taxes applicable to it in Spain, except for tax losses pending offset or deductions pending application of corporate income tax, in which case the review period extends to 10 years.
On 2 November 2022, the company was notified of the commencement of general verification and investigation audits for corporate income tax for 2018 to 2021, and for value added tax, withholdings on account of non-residents and withholdings and payments on account of income from employment, professional activities and economic activities for the period October 2018 to December 2021.
No significant additional liabilities are expected to accrue to the Company as a result of ongoing inspections or inspections for the remaining years.
On 10 December 2015, the Board of Directors of the Company agreed to adhere to the Code of Best Tax Practices ("CBPT" hereinafter). This agreement was communicated to management on 8 January 2016. During 2023, the Company presented the Annual Tax Transparency Report for companies adhering to the CBPT for 2022, following the proposal for the reinforcement of good corporate tax transparency practices for companies adhering to the Code of Good Tax Practices, approved at the plenary session of 20 December 2016.
a) Reserves from years prior to the application of the tax regime established in this Law.
| Thousands of Euros |
|
|---|---|
| Legal and statutory reserves | 39,099 |
| Other reserves: Voluntary reserves |
169,439 |
| Total reserves at 31 December 2023 | 208,538 |
b) Reserves from years in which the tax regime established in this Law has been applied, differentiating the part that comes from income subject to the tax rate of zero percent, or 19 percent, from those that, as the case may be, have been taxed at the general tax rate.
| Thousands of Euros | ||||
|---|---|---|---|---|
| General regime |
REIT regime | Total | ||
| Reserves from 2017 | ||||
| To legal reserve | -- | 3,250 | 3,250 | |
| Gain/(loss) on treasury shares and capital | ||||
| increase costs | -- | (466) | (466) | |
| Reserves from 2018 | ||||
| To legal reserve | -- | 3,631 | 3,631 | |
| Gain/(loss) on treasury shares and capital | -- | 469 | 469 | |
| increase costs | ||||
| Reserves from 2019 | ||||
| To legal reserve | -- | 8,787 | 8,787 | |
| Gain/(loss) on treasury shares and capital | -- | (1,131) | (1,131) | |
| increase costs | ||||
| Merger reserves | -- | (27,469) | (27,469) | |
| Reserves from 2020 | ||||
| To legal reserve | -- | -- | -- | |
| Gain/(loss) on treasury shares and capital | -- | (1,778) | (1,778) | |
| increase costs | ||||
| Reserves from 2021 | ||||
| To legal reserve | -- | 3,873 | 3,873 | |
| Gain/(loss) on treasury shares and capital | -- | (1,098) | (1,098) | |
| increase costs | ||||
| Reserves from 2022 | ||||
| To legal reserve | -- | 11,633 | 11,633 | |
| Gain/(loss) on treasury shares and capital increase costs |
-- | (789) | (789) | |
| Reserves from 2023 | ||||
| To legal reserve | -- | -- | -- | |
| Gain/(loss) on treasury shares and capital | ||||
| increase costs | -- | (237) | (237) | |
| Total | -- | (1,325) | (1,325) |
c) Dividends distributed against the profits of each year in which the tax regime established in this Law has been applied, differentiating the part that comes from income subject to the tax rate of zero percent, or 19 percent, from those that, as the case may be, have been taxed at the general tax rate.
| Thousands of Euros | |||
|---|---|---|---|
| General regime |
REIT regime | Total | |
| 2017 dividend | -- 29,247 |
29,247 | |
| 2018 dividend | -- 32,677 |
32,677 | |
| 2019 dividend | -- 79,080 |
79,080 | |
| 2020 dividend | -- -- |
-- | |
| 2021 dividend | -- 34,853 |
34,853 | |
| 2022 dividend | -- 104,699 |
104,699 | |
| Total | -- 280,556 |
280,556 |
d) In the case of distribution of dividends from reserves, designation of the year from which the reserve was applied and whether the dividends were taxed at zero percent, 19 percent or at the general rate.
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| General regime |
REIT regime | Total | |||
| 2017 dividend | 34,186 | 2,860 | 37,046 | ||
| 2018 dividend | -- | 4,200 | 4,200 | ||
| 2019 dividend | -- | -- | -- | ||
| 2020 dividend | -- | -- | -- | ||
| 2021 dividend | -- | -- | -- | ||
| 2022 dividend | -- | -- | -- | ||
| Total | 34,186 | 7,060 | 41,246 |
e) Date of the agreement to distribute the dividends referred to in (c) and (d) above.
| Financial year dividend |
Dividend distribution resolution date |
|---|---|
| 2017 | 24 May 2018 |
| 2018 | 14 June 2019 |
| 2019 | 30 June 2020 |
| 2021 | 21 June 2022 |
| 2022 | 15 June 2023 |
No dividends were distributed during the year 2020 as the Company's result was a loss of 27,010 thousand euros.
f) Date of acquisition of property intended for rental and of holdings in the capital of entities referred to in Article 2(1) of this Law.
| Property | City | Acquisition date | Maintenance start date |
|---|---|---|---|
| Pedralbes Centre | Barcelona | 29-Dec-92 | 1-Jan-17 |
| Avda. Diagonal, 530 | Barcelona | 29-Dec-92 | 1-Jan-17 |
| Amigó, 11-17 | Barcelona | 28-Dec-94 | 1-Jan-17 |
| Avda. Diagonal, 682 | Barcelona | 30-Dec-97 | 1-Jan-17 |
| Pº de la Castellana, 52 | Madrid | 28-Jul-98 | 1-Jan-17 |
| Vía Augusta, 21-23 | Barcelona | 26-Oct-98 | 1-Jan-17 |
| Francisco Silvela, 42 | Madrid | 25-Oct-04 | 1-Jan-17 |
| Alfons XII | Madrid | 28-Mar-00 | 1-Jan-17 |
| Maintenance | |||
|---|---|---|---|
| Property | City | Acquisition date | start date |
| Ramírez de Arellano, 37 | Madrid | 30 Nov 99 | 1-Jan-17 |
| Sant Cugat - Sant Joan | Sant Cugat del Vallès | 24-Dec-99 | 1-Jan-17 |
| Les Glòries - Diagonal | Barcelona | 9-Jun-00 | 1-Jan-17 |
| Jose Ortega Y Gasset, 100 | Madrid | 5-Jul-00 | 1-Jan-17 |
| Pg. dels Til·lers, 2-6 | Barcelona | 15-Sept-00 | 1-Jan-17 |
| Poeta Joan Maragall | Madrid | 18-Apr-01 | 1-Jan-17 |
| Avda. Diagonal, 409 | Barcelona | 9-Oct-01 | 1-Jan-17 |
| Recoletos, 37-41 | Madrid | 21-Oct-05 | 1-Jan-17 |
| Pº de la Castellana, 43 | Madrid | 21-Oct-05 | 1-Jan-17 |
| López Hoyos, 35 | Madrid | 21-Oct-05 | 1-Jan-17 |
| Martinez Villergas, 49 | Madrid | 24-Mar-06 | 1-Jan-17 |
| Príncipe de Vergara, 112-114 | Madrid | 14-Jul-15 | 1-Jan-17 |
| Génova, 17 | Madrid | 28-Jul-15 | 1-Jan-17 |
| Santa Engracia | Madrid | 17-Dec-15 | 1-Jan-17 |
| José Abascal, 45 | Madrid | 21-Jun-16 | 1-Jan-17 |
| Travessera de Gràcia, 47-49 | Barcelona | 28-Dec-16 | 1-Jan-17 |
| Avda. Diagonal, 609 | Barcelona | 29-Dec-92 | 1-Jan-17 |
| Torre Bcn | Barcelona | 31-Oct-01 | 1-Jan-17 |
| Travessera de Gràcia, 11 | Barcelona | 28-Dec-94 | 1-Jan-17 |
| Illacuna | Barcelona | 6-May-14 | 1-Jan-17 |
| Diagonal, 197 | Barcelona | 4-Dec-14 | 4-Dec-14 |
| Virto | Alcobendas | 28-Jul-14 | 28-Jul-14 |
| Manuel de Falla, 7 | Madrid | 24-May-16 | 24-May-16 |
| Ribera de Loira, 28 | Madrid | 4-Dec-14 | 4-Dec-14 |
| Tucumán | Madrid | 30-Mar-15 | 30-Mar-15 |
| Velázquez, 80 bis | Madrid | 22-May-15 | 22-May-15 |
| Don Ramón de la Cruz, 82 | Madrid | 8-Oct-15 | 1-May-16 |
| Sagasta, 31-33 | Madrid | 17 Nov 16 | 17 Nov 16 |
| J.I. Luca de Tena, 7 | Madrid | 23-Dec-16 | 23-Dec-16 |
| Miguel Ángel, 23 | Madrid | 16-Jan-17 | 16-Jan-17 |
| Puerto de Somport, 8 | Madrid | 20-Jan-17 | 2-Jan-16 |
| Josefa Valcárcel, 40 bis | Madrid | 16 Nov 17 | 30-Sept-18 |
| Torre Marenostrum | Barcelona | 30-Apr-19 | 1-Jan-19 |
| Serrano, 73 | Madrid | 30-Jun-16 | 1-Jan-17 |
| Santa Hortensia | Madrid | 30-Jun-16 | 1-Jan-17 |
| Arturo Soria, 336 | Madrid | 27-Sept-17 | 22-Sept-15 |
| Egeo-Parteon | Madrid | 16-Jan-18 | 1-Jan-15 |
| Castellana, 163 | Madrid | 29-Dec-16 | 1-Jan-17 |
| Lagasca | Madrid | 2-Dec-16 | 1-Oct-18 |
| Estébanez Calderón, 3-5 | Madrid | 25-May-15 | 1-Jan-17 |
| Parc Glorias | Barcelona | 25-May-16 | 1-Jan-17 |
| Méndez Álvaro R-RTC-1 | Madrid | 20-Dec-17 | 1-Jan-18 |
| Recoletos, 27 | Madrid | 25-Jul-19 | 25-Jul-19 |
| Méndez Álvaro Residencial | Madrid | 20-Dec-17 | 1-Jan-18 |
| Sancho de Ávila | Barcelona | 31-Oct-19 | 31-Oct-19 |
| Buenos Aires | Barcelona | 26 Nov 21 | 26 Nov 21 |
| Financial investment | Acquisition date | Maintenance start date |
|---|---|---|
| Société Foncière Lyonnaise, S.A. | 9-Jun-04 | 1-Jan-17 |
| Peñalvento, S.L.U. | 31-May-18 | 31-May-18 |
| Inmocol One, S.A.U. | 29-Jul-20 | 29-Jul-20 |
| Inmocol Two, S.L.U. | 29-Jul-20 | 29-Jul-20 |
| Colonial Lab, S.L.U. | 29-Jul-20 | 29-Jul-20 |
| Wittywood, S.L. | 31-Jul-20 | 1-Jan-22 |
g) Identification of the asset that counts within the 80 percent referred to in Article 3.1 of this Law.
All the properties in the above list count towards the 80% as well as the indicated ownership interests.
The consolidated balance sheet of the Colonial Group company complies with the minimum 80% investment requirement.
h) Reserves arising from the years in which the special tax regime established in this Law was applicable that were set aside in the tax period, other than for distribution or to offset losses, identifying the year from which these reserves arise.
Not applicable.
Revenue from the Company's ordinary activities is concentrated mainly in Barcelona, Madrid and Paris. The detail of revenue, by business, is as follows:
| Activities | Thousands of Euros | |
|---|---|---|
| 2023 | 2022 | |
| Building leases | 140,167 | 149,954 |
| Service provision | 947 | 703 |
| Income from holdings in Group companies (Note 4-n) (*). | 177,022 | 177,022 |
(*) The total amount corresponds to finance income from dividends of SFL (Note 20).
| Geographical area | Thousands of Euros | ||
|---|---|---|---|
| 2023 | 2022 | ||
| Barcelona | 44,634 | 48,290 | |
| Madrid | 96,028 | 100,643 | |
| Paris (*) | 177,022 | 177,022 | |
| Other | 452 | 1,724 | |
| Total | 318,136 | 327,679 |
(*) The total amount corresponds to finance income from dividends of SFL (Note 20).
Income from 2023 include the effect of incentives to leasing throughout the minimum duration of the contract (Note 4-n), which has led to an increase in revenue of 1,632 thousand euros (3,583 thousand euros increase in 2022).
The breakdown of "Personnel expenses" in the profit and loss account is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Wages and salaries | 11,319 | 10,688 |
| Compensation | -- | 3,003 |
| Social Security expenses borne by the company | 1,835 | 1,588 |
| Other welfare expenses | 1,524 | 1,638 |
| Contributions to defined benefit pension plans | 184 | 217 |
| Internal reallocation | (1,414) | (1,445) |
| Total | 13,448 | 15,689 |
At 31 December 2023 "Other employee benefit expenses" includes 984 thousand euros corresponding to the new long-term remuneration plan described in Note 21-d (1,019 thousands of euros during 2022).
The detail of "Losses, impairment and change in trade provisions" in the profit and loss account is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Provisions for insolvencies | 678 | 305 |
| Reversal of provisions for insolvencies | (578) | (237) |
| Charge to provision for contingencies and charges (Note 15) | -- | 25 |
| Reversal of provisions for contingencies and expenses (Note 15) |
-- | (25) |
| Reversal of provision Other trade balances | (769) | (769) |
| Total | (669) | (701) |
The changes in the impairment losses on property assets under the various headings in the balance sheet are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Property, | Non-current | ||||
| Intangible | plant and | Investment | assets held | ||
| assets | equipment | property | for sale | ||
| (Note 5) | (Note 6) | (Note 7) | (Note 13) | Total | |
| Balance at 31 December 2021 | -- | (743) | (81,315) | -- | (82,058) |
| Provision | -- | -- | (48,883) | -- | (48,883) |
| Reversal | -- | 743 | 6,176 | -- | 6,919 |
| Disposals | -- | -- | 4,323 | 2,101 | 6,424 |
| Transfers | -- | -- | 23,113 | (23,113) | -- |
| Balance at 31 December 2022 | -- | -- | (96,586) | (21,012) | (117,598) |
| Provision | -- | -- | (96,455) | (5,148) | (101,603) |
| Reversal | -- | -- | 10,996 | -- | 10,996 |
| Disposals | -- | -- | 2,356 | 38,266 | 40,622 |
| Transfers | -- | -- | 17,253 | (17,253) | -- |
| Balance at 31 December 2023 | -- | -- | (162,436) | (5,147) | (167,583) |
The reconciliation with the profit and loss account is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2023 | 2022 | ||
| Investment property charges Allocation of assets held for sale Amounts used for property, plant and equipment |
(96,455) (5,148) 10,996 |
(48,883) -- 6,919 |
|
| Total | (90,607) | (41,964) |
The "Impairment and gains/losses on disposal of fixed assets - Gains/losses on disposals and other" heading in the income statement is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Gains/(losses) on disposals: | ||
| Property, plant and equipment (Note 6) | (22) | -- |
| Investment property (Note 7) | 4,657 | 5,722 |
| Non-current assets held for sale (Note 13) | 99,940 | 838 |
| Total gains/(losses) on asset disposals | 104,575 | 6,560 |
| Other (disposal due to replacement): | ||
| Investment property (Note 7) | (3) | (16) |
| -- | -- | |
| Total other (replacement disposals) | (3) | (16) |
| Total | 104,572 | 6,544 |
The gains/(losses) on the disposal of the Company's assets were as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Sale price | 445,364 | 56,545 |
| Net asset value (Notes 7 and 13) | (329,549) | (49,468) |
| Indirect and other costs | (11,240) | (517) |
| Net result from asset sales | 104,575 | 6,560 |
The breakdown of the financial result broken down by type is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2023 | 2022 | |
| Financial income and other | 4,277 | 188 |
| Financial income from group companies and associates (Note 20) | 7,435 | 425 |
| Total financial Income | 11,712 | 613 |
| Interest on debts and debentures | (52,773) | (52,582) |
| Accrued debt arrangement expenses (Note 16-g) | (2,355) | (2,780) |
| Recycling of derivatives | 453 | (63) |
| Expenses associated with loan cancellation | (839) | (3,458) |
| Other finance costs | (276) | (219) |
| Capitalised financial costs (Note 7) | 5,665 | 5,130 |
| Total Finance Costs | (50,125) | (53,972) |
| Impairment of equity investment in Utopicus Innovación Cultural, S.L.U. | (2,717) | (7,532) |
| (Note 10-a) | ||
| Impairment of equity investment in Colonial Tramit, S.L.U. (Note 10-a) | (2) | 1 |
| Impairment of financial interest Inmocol Torre Europa, S.A. (Note 10-a) | -- | 357 |
| Impairment of financial interest Wittywood, S.L.U. (Note 10-a) | (163) | (655) |
| Impairment of equity investment in Inmocol One, S.A.U. (Note 10-a) | (2) | -- |
| Impairment of equity investment in Inmocol Two, S.L.U. (Note 10-a) | (1) | -- |
| Impairment of equity investment in Colonial Lab, S.L.U. (Note 10-a) | (1) | -- |
| Impairment and gains/(losses) on disposal of financial instruments | (2,886) | (7,829) |
| Total financial result | (41,299) | (61,188) |
The breakdown of related party transactions is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Services provided |
Dividends received |
Interest income | ||
| Inmocol Torre Europa, S.A. | 558 | -- | -- | |
| Peñalvento, S.L.U. | 70 | -- | 382 | |
| Wittywood, S.L.U. | 24 | -- | 172 | |
| Utopicus Innovación Cultural, S.L.U. | 10,434 | -- | 9 | |
| Société Foncière Lyonnaise, S.A. | -- | 177,022 | 6,872 | |
| Total | 11,086 | 177,022 | 7,435 |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Services provided | Dividends received |
Interest income | |||
| Inmocol Torre Europa, S.A. | 227 | -- | -- | ||
| Peñalvento, S.L.U. | 66 | -- | 390 | ||
| Wittywood, S.L.U. | 24 | -- | 35 | ||
| Utopicus Innovación Cultural, S.L.U. | 8,998 | -- | -- | ||
| Société Foncière Lyonnaise, S.A. | -- | 177,022 | -- | ||
| Total | 9,315 | 177,022 | 425 |
The amount of balances with related parties in the balance sheet is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Current accounts receivable |
Non-current loans granted |
Current loans granted |
Deposits received |
Current accounts payable |
|
| Société Foncière Lyonnaise, S.A. | -- | -- | 347,410 | -- | -- |
| Colonial Tramit, S.L.U. | -- | -- | 73 | -- | -- |
| Peñalvento, S.L.U. | 7 | -- | 69,775 | -- | (5) |
| Wittywood, S.L.U. | 2 | 3,913 | 2 | -- | (200) |
| Inmocol One, S.A.U. | -- | -- | -- | -- | (57) |
| Inmocol Two, S.L.U. | -- | -- | -- | -- | (10) |
| Colonial Lab, S.L.U. | 177 | -- | -- | -- | -- |
| Utopicus Innovación Cultural, S.L.U. | 32 | -- | 1,009 | (1,292) | (21) |
| Total | 218 | 3,913 | 418,269 | (1,292) | (293) |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Current accounts receivable |
Non-current loans granted |
Current loans granted |
Deposits received |
Current accounts payable |
|
| Colonial Tramit, S.L.U. | -- | -- | 73 | -- | -- |
| Inmocol Torre Europa, S.A. | 23 | -- | -- | -- | -- |
| Peñalvento, S.L.U. | 7 | -- | 62,292 | -- | (4) |
| Wittywood, S.L.U. | 2 | 3,340 | -- | -- | -- |
| Inmocol One, S.A.U. | -- | -- | -- | -- | (58) |
| Inmocol Two, S.L.U. | -- | -- | -- | -- | (10) |
| Colonial Lab, S.L.U. | -- | -- | -- | -- | (10) |
| Utopicus Innovación Cultural, S.L.U. | 29 | -- | -- | (1,397) | (55) |
| Total | 61 | 3,340 | 62,365 | (1,397) | (137) |
As a result of the restrictions provided for in French legislation in relation to the obligation to hold shares received under stock option plans for a certain period of time (Note 10-a), Juan José Brugera Clavero was unable to take part in the tender offer for SFL shares made by Colonial in 2021. During 2023, Juan José Brugera exchanged 14,550 SFL shares for 75,284 shares of the Company plus 679 thousand euros in cash, applying the same conditions as those agreed for the public tender offer.
There were no significant additional related party transactions in 2023 and 2022.
At 31 December 2023, the Board of Directors of the Company consists of 8 men and 5 women (7 men and 4 women at 31 December 2022).
At 31 December 2023, its composition was as follows:
| Director | Position | Director Type |
|---|---|---|
| Mr Juan José Brugera Clavero | Chairman | Other external |
| Mr Pedro Viñolas Serra | Vice-chairman | Chairman |
| Mr Sheikh Ali Jassim M. J. Al-Thani | Director | Proprietary |
| Mr Giuliano Rotondo | Director | Proprietary |
| Mr Carlos Fernández González | Director | Proprietary |
| Mr Juan Carlos García Cañizares | Director | Proprietary |
| Ms. Begoña Orgambide García | Director | Proprietary |
| Mr Manuel Puig Rocha | Director | Proprietary |
| Mr Luis Maluquer Trepat | Director | Independent |
| Ms. Silvia Mónica Alonso-Castrillo Allain | Director | Independent |
| Ms. Ana Lucrecia Bolado Valle | Director | Independent |
| Ms. Ana Cristina Peralta Moreno | Director | Independent |
| Ms. Miriam González-Amézqueta López | Director | Independent |
On 15 June 2023, Mr Manuel Puig Rocha and Ms Manuel Puig Rocha were appointed as new directors. Miriam González-Amézqueta López.
In addition, on 18 October 2023, Mr Giuliano Rotondo was appointed director in replacement of Mr Adnane Mousannif.
In accordance with the provisions of Article 229 of the Spanish Limited Liability Companies Law, at the end of 2023 the Company's directors did not report to other members of the Board any direct or indirect conflict of interest that they, or any person associated with them as defined by the Spanish Limited Liability Companies Law, may have with respect to the Company.
The remuneration to the members of the Board of Directors of the Company classified by item was:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Activities | 2023 | 2022 | ||
| Remuneration accrued by executive directors (*): | 1,566 | 6,313 | ||
| Allowances: | 1,030 | 831 | ||
| Fixed remuneration: | 1,337 | 1,105 | ||
| Director remuneration. Additional compensation of members of the audit and control committee |
1,055 137 |
838 117 |
||
| Additional compensation of members of the appointments and remuneration committee |
145 | 150 | ||
| Total | 3,933 | 8,249 | ||
| Amount of compensation earned by executive directors (*): | 1,566 | 6,313 |
(*) The amount corresponding to the accrued expense associated with the long-term incentive plan described below.
At 31 December 2023 and 2022, the Company had taken out a civil liability insurance policy covering all of its directors, executives and employees, for a total of 400 thousand euros and 620 thousand euros, respectively. The aforementioned amount includes, for both years, the civil liability insurance premium paid for damages caused by acts or omissions.
The General Shareholders' Meeting held on 28 June 2016 approved the granting of a defined-contribution scheme for executive directors covering retirement and, when applicable, disability and death, with overall annual contributions of 112 thousand euros and 150 thousand euros in 2023 and 2022, respectively.
On 21 March 2023, following a resolution of the Board of Directors of the Parent Company, a total of 43,824 shares were exceptionally and equally delivered to Mr Brugera Clavero and Mr Pedro Viñolas Serra, as an extraordinary variable, including 17,729 shares earmarked for compliance with the tax obligations of the payment on account. These shares had a market value at the time of delivery of 339 thousand euros.
In addition to that stated in the previous paragraph, the Company has not been awarded loans or taken out other pension plans or life insurance for the previous and current members of the Board of Directors of the Company.
At 31 December 2023 and 2022, one member of the Board of Directors had signed golden parachute clauses in the event of certain cases of termination or change of control, all of which were approved at the General Shareholders' Meeting.
Also, effective 30 April 2022, Mr Juan José Brugera Clavero's employment relationship with the Company was terminated, which entailed the payment of a severance payment of 3,000 thousand euros.
The senior management of the Company, excluding the Chief Executive Officer, whose remuneration is included in the remuneration of the members of the Board of Directors, consists of all senior executives and other persons other than the Chief Executive Officer who, reporting directly to the Chief Executive Officer, assume the management of the Company. The Company's senior management team was made up of three men and three women at 31 December 2023 and 2022.
Monetary remuneration received by senior management in 2023 amounted to 2,231 thousand euros (2,237 thousand euros in 2022).
During the 2023 financial year, senior management has not received any remuneration corresponding to the long-term incentive plan (998 thousand euros for 2022).
In addition, during 2022 it received thousands of euros
The Board of Directors held on 27 July 2016 approved awarding a member of senior management a defined contribution scheme that covers retirement contingencies and, where appropriate, disability and death. At 31 December 2023 and 2022, the Company recognised an annual contribution for this item under "Personnel expenses" in the income statement of 71 thousand euros and 67 thousand euros, for both years.
At 31 December 2023 and 2022, one member of the senior management team had signed a guarantee or "golden parachute" clause in the event of certain cases of termination or change of control.
On 30 June 2021, the General Shareholders' Meeting approved a long-term incentive plan consisting of the delivery of shares in the Company, aimed at executives, including the Company's executive directors, and other employees of the Colonial Group (the "Plan").
The Plan will have a duration of five years and will be divided into three overlapping annual cycles of three years each, independent of each other. The first cycle of the Plan will correspond to the three-year period between 1 January 2021 and 31 December 2023, the second cycle of the Plan to the three-year period between 1 January 2022 and 31 December 2024 and the third cycle of the Plan to the three-year period between 1 January 2023 and 31 December 2025. The maximum number of shares to be delivered to the executive directors in the first cycle of the Plan is 170,196 shares for the executive chairman of the Board of Directors of the Company and 340,392 shares for the chief executive officer of Colonial.
As a general rule, the maximum total number of shares of the Company that, in execution of the Plan, will be delivered to the beneficiaries of the Plan at the end of each cycle will be the result of dividing the maximum amount allocated to the corresponding cycle by the weighted average listed price of the Company's shares in the 30 trading days prior to 1 January 2021. In addition, the number of shares to be received will be increased by a number of shares equivalent to the amount of dividends per share distributed by Colonial to its shareholders during each cycle based on the number of shares assigned to the beneficiary in the cycle. For these purposes, the weighted average of Colonial's share price on the dividend payment dates in each of the years of the cycle will be taken as the reference value of the share.
The delivery of the Company's shares under the first cycle of the Plan will take place in 2024, after the audited financial statements for 2023 have been prepared. The specific date of delivery of the shares will be determined by the Board of Directors.
Exceptionally, on 17 July 2022, following a resolution of the Board of Directors of the Company, 41,691 shares were delivered in advance to Juan José Brugera Clavero as accrual of the first cycle of the plan while he had maintained his employment relationship with the Company, including 14,592 shares earmarked for the fulfilment of the tax obligations of payment on account. These shares had a market value at the time of delivery of 252 thousand euros.
Shares received under this plan may not be sold or transferred by beneficiaries within the first year of receiving them, except as required to pay any taxes chargeable in this regard.
In 2023, the Company recognised an expense of 984 thousand euros (Note 19-b) under "Personnel expenses" (1,019 thousand euros in 2022), to cover the incentives plan approved on 30 June 2021.
The number of people employed by the Company, as well as the average number of employees, distributed by categories and gender, was as follows:
| Headcount at 31 December | Average no. of employees | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||
| Professional category | Men | Women | Men | Women | Men | Women | Men | Women | |
| General and Area Management Qualified technicians and middle managers Office clerks Other |
6 12 28 3 |
4 9 55 -- |
5 13 26 3 |
4 10 49 -- |
6 12 27 3 |
4 10 53 -- |
5 11 25 3 |
4 10 48 -- |
|
| Total | 49 | 68 117 |
47 110 |
63 | 48 115 |
67 | 44 | 62 106 |
In addition, at 31 December 2023, the Company employed 1 man and 1 woman with a disability greater than or equal to 33% (1 woman as of 31 December 2022).
The fees accrued for account auditing services for the Company's financial years provided by the main auditor (PricewaterhouseCoopers Auditores, S.L.) have amounted to the following:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Description | 2023 | 2022 | ||
| Audit services | 355 | 309 | ||
| Other verification services | 60 | 99 | ||
| Total audit and related services | 415 | 408 | ||
| Other services | 106 | 68 | ||
| Total professional services | 521 | 476 |
The fees for other attest services include 61 thousand euros relating to services rendered to the Company in the form of limited reviews for issuing comfort letters and agreed-upon procedure reports on covenants linked to financing agreements (99 thousand euros in 2022).
As at 31 December 2023, of the fees for other professional services amounting to 106 thousand euros correspond to the review of ESG indicators contained in the Integrated Annual Report, reviews of the Green Bonds report and Socimis report and pro forma reports (68 thousand euros in 2022).
The non-audit services provided to the Company's subsidiaries are detailed in Note 24 to the consolidated financial statements of Inmobiliaria Colonial, SOCIMI, S.A. and subsidiaries.
The principal auditor's fees represent less than 1% of the Group's billings in Spain.
As mentioned in Note 1, the Company is the parent company of Colonial Group.
Companies that operate in the real estate sector require a significant level of investment to guarantee the development of their projects and the growth of their business through the acquisition of real estate in equity and/or land.
The Group's financial structure requires its sources of financing to be diversified in entities as well as products and maturity, with the objective of ensuring its companies continue to be profitable businesses and being able to maximise shareholder return.
The Group efficiently manages financial risks with the objective of having an adequate financial structure that allows high levels of liquidity to be maintained as well as minimising financing costs, reducing volatility due to capital changes and ensuring compliance with its business plans.
To achieve this objective, interest rate hedging instruments are contracted, if necessary, to cover possible financial cost fluctuations. The Group's policy is to contract instruments that comply with the provisions of the accounting regulations to be considered as efficient accounting coverage, and thus record its market value variations directly in the Group's other consolidated result. At 31 December 2023, the percentage of hedged or fixed-rate debt as a proportion of total debt stands at 100% in Spain (97% at 31 December 2022).
The Group considers the following mitigating factors for liquidity risk management: (i) the generation of recurring cash in the businesses on which the Group bases its activity; (ii) the ability to renegotiate and obtain new financing facilities based on long-term business plans and (iii) the quality of the Group's assets.
Occasionally there may be excess cash making it possible to have undrawn credit facilities or highlyliquid deposits with no risk. At 31 December 2023, the Group has sufficient financing facilities to meet its short-term maturities. The Group does not arrange high-risk financial products as a method of investing cash surpluses.
The information required by the second final provision of Law 31/2014, of 3 December, amending the Spanish Limited Liability Companies Law for the improvement of corporate governance, and modifying the third additional provision of Law 15/2010, of 5 July, amending Law 3/2004, of 29 December, establishing measures to combat late payments in trade operations, all in accordance with the provisions of the resolution of 29 January 2016 of the Institute of Accounting and Audit of Accounts (ICAC) on the information to be incorporated in the notes to the financial statements in relation to the average period of payment to suppliers in trade operations.
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Supplier payment period | 41 43 |
|||||
| Ratio of transactions paid | 31 43 |
|||||
| Ratio of outstanding transactions | 40 41 |
|||||
| Amount | ||||||
| (in thousands of euros) | ||||||
| Total payments made | 169,389 | 127,357 | ||||
| Total outstanding payments | 13,395 | 9,072 | ||||
In addition, Law 18/2022 of 29 September on the creation and growth of companies requires the submission of the following information table.
| 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Total Within the Payments legal period |
Ratio of operations within the legal period (30 days) |
Total Payments |
Within the legal period |
Ratio of operations within the legal period (30 days) |
|||
| Invoice number | 16,238 | 15,505 | 95,49 | 15,627 | 14,066 | 90,01 | |
| Amount (in thousands of euros) |
169,389 | 137,441 | 81,14 | 127,357 | 95,866 | 75,27 |
The data included in the previous table on payments to suppliers refer to those that by their nature are accounts payable for debts with suppliers of goods and services, so that data related to "Trade payables" and "Other accounts payable" are included from the balance sheet.
On 26 July 2013, Law 11/2013 on measures to support entrepreneurs, stimulate growth and job creation, which modifies the Late Payment Law (Law 3/2004, of 29 December) entered into force. This modification establishes that the maximum period of payment to suppliers, from 29 July 2013, is 30 days, unless there is a contract between the parties that raises this to a maximum of 60 days.
In relation to payments made outside the maximum legal term set, these correspond mainly to payments related to contracting works and real estate renovation, which are paid within the term established in the corresponding contracts signed with the contractors.
No other significant subsequent events have occurred between 31 December 2023 and the date of authorisation for issue of these financial statements.
| Thousands of Euros | Thousands of Euros |
|||||||
|---|---|---|---|---|---|---|---|---|
| FY 2023 | Address | Capital | Reserves, share premium and interim dividend |
Result | Dividend (Note 20) |
% shareholding |
Net Book Value (Note 10) |
|
| Colonial Tramit, S.L.U. | Avda. Diagonal 532, Barcelona (Spain) | 3 | 5 | (2) | -- 100.00 |
5 | ||
| Inmocol Torre Europa, S.A. (*) | Avda. Diagonal 532, Barcelona (Spain) | 20,000 | 1,427 | 613 | -- 50.00 |
12,080 | ||
| Peñalvento, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 2,400 | (269) | (662) | -- 100.00 |
20,755 | ||
| Wittywood, S.L.U. | Avda. Diagonal 532, Barcelona (Spain) | 6 | 7,609 | (245) | -- 100.00 |
8,820 | ||
| Inmocol One, S.A.U. | Pº de la Castellana 52, Madrid (Spain) | 60 | (3) | (2) | -- 100.00 |
55 | ||
| Inmocol Two, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 3 | 7 | (2) | -- 100.00 |
9 | ||
| Colonial Lab, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 3 | 7 | (1) | -- 100.00 |
9 | ||
| Utopicus Innovación Cultural, S.L.U. (*) | c/ Principe vergara 112, Madrid (Spain) | 83 | 13,699 | (2,201) | -- 100.00 |
17,356 | ||
| Société Foncière Lyonnaise, S.A. (**) | 42, rue Washington, Paris (France) | 85,771 | 982,396 | 11,402 | 177,022 | 98.38 | 2,628,561 | |
| * Company audited by PricewaterhouseCoopers | ||||||||
** Company co-audited by PricewaterhouseCoopers and Deloitte & Associés
| Thousands of Euros | Thousands of Euros |
|||||||
|---|---|---|---|---|---|---|---|---|
| FY 2022 | Address | Capital | Reserves, share premium and interim dividend |
Result | Dividend (Note 20) |
% shareholding |
Net Book Value (Note 10) |
|
| Colonial Tramit, S.L.U. | Avda. Diagonal 532, Barcelona (Spain) | 3 | 4 | 1 | -- 100.00 |
7 | ||
| Inmocol Torre Europa, S.A. (*) | Avda. Diagonal 532, Barcelona (Spain) | 20,000 | 1,583 | (156) | -- 50.00 |
12,080 | ||
| Peñalvento, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 2,400 | (141) | (128) | -- 100.00 |
20,755 | ||
| Wittywood, S.L.U. | Avda. Diagonal 532, Barcelona (Spain) | 6 | 8,017 | (407) | -- 100.00 |
9,647 | ||
| Inmocol One, S.A.U. | Pº de la Castellana 52, Madrid (Spain) | 60 | (3) | -- | -- 100.00 |
57 | ||
| Inmocol Two, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 3 | 7 | -- | -- 100.00 |
10 | ||
| Colonial Lab, S.L.U. | Pº de la Castellana 52, Madrid (Spain) | 3 | 7 | -- | -- 100.00 |
10 | ||
| Utopicus Innovación Cultural, S.L.U. (*) | c/ Principe vergara 112, Madrid (Spain) | 83 | 22,087 | (8,379) | -- 100.00 |
20,073 | ||
| Société Foncière Lyonnaise, S.A. (**) | 42, rue Washington, Paris (France) | 85,729 | 1,104,306 | 58,233 | 177,022 | 98.37 | 2,627,072 | |
| * Company audited by PricewaterhouseCoopers | ||||||||
** Company co-audited by PricewaterhouseCoopers and Deloitte & Associés
Management report for the year ended 31 December 2023
Rental Market Situation
Take-up in the Barcelona office market reached 232,000 m² in 2023. The CBD accounted for 14% of demand, which, together with very limited stock availability (5%, 0.5% for Grade A buildings) led to an increase in prime rents to €28.50/m²/month.
In Barcelona, the volume of investment reached 261 million euros. The prime yield is 4.90%.
The demand for office space in Madrid reached 389,000 m² in 2023. In terms of market occupancy, the gap between the central and peripheral markets has widened: while total market availability increased by 41 basis points over 2022 to 11.6%, the availability rate in the CBD and City Centre markets decreased to 4.7% and 3.5%, respectively (1.7% and 0.3% for Grade A buildings). Approximately 85% of the available office space in Madrid is located outside the M-30. Prime rent increases to €40/m²/month.
Investment in Madrid amounted to 860 million euros, with private domestic investors being the most active. The prime yield is 4.75%.
Colonial is the benchmark SOCIMI in the quality office market in Europe and since the end of June 2017 it has been a member of the IBEX 35, which is the reference index of the Spanish stock market.
The company has a stock market capitalisation of approximately 2,800 million euros with a free float of around 60%, and manages an asset volume of more than 11,000 million euros.
The Company's strategy focuses on creating an industrial value through the creation of prime high-quality products, through the repositioning and transformation of real estate assets.In particular, the strategy is based on the following pillars:
Today Colonial is a leading European company that specifically focuses on areas in city centres and leads the Spanish property market in terms of quality, sustainability and efficiency in its portfolio of offices.
It has also adopted a comprehensive approach in all areas of corporate social responsibility and aspires to maximum standards of (1) sustainability and energy efficiency, (2) corporate governance and transparency, and (3) excellence in human resources and social actions, making them an integral part of the Group's strategy.
In recent years, the Colonial Group has made significant divestments of non-core assets. These divestments are part of the flight to quality strategy which, based on active portfolio management, divests mature and/or non-strategic products in order to recycle capital for new value creation opportunities and continuously improve the Group's risk-return profile.
Furthermore, as part of the improvement of the Group's Prime portfolio, Colonial has acquired more than 4,400 million euros of core CBD properties since 2015, identifying assets with added value potential in market segments with solid fundamentals.
At the close of 2023, the Colonial Group had a robust capital structure with a solid "Investment Grade" rating. The Group's pro forma LTV (Loan to value), including the binding commitments to sell pending deeds in Q1 24 as well as the commitment to sell Méndez Álvaro, was 39.5% at December 2023 (excluding commitments to sell, LTV was 39.9%).
The company's strategy is to consolidate itself as the leader of prime offices in Europe with special emphasis on the Barcelona, Madrid and Paris markets:
Colonial professionals are the Company's main asset. At year end 2023, the Company team comprised a total of 117 employees, divided into 4 categories.
The Company headcount, and the average headcount by job category and gender for the year, is as follows:
| Headcount at 31 December | Average no. of employees | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Professional category | Men | Women | Men | Women | Men | Women | Men | Women |
| General and Area Management |
6 | 4 | 5 | 4 | 6 | 4 | 5 | 4 |
| Qualified technicians and middle managers |
12 | 9 | 13 | 10 | 12 | 10 | 11 | 10 |
| Office clerks Other |
28 3 |
55 -- |
26 3 |
49 -- |
27 3 |
53 -- |
25 3 |
48 -- |
| Total | 49 | 68 | 47 | 63 | 48 | 67 | 44 | 62 |
| 117 | 110 | 115 | 106 |
Of the total number employees, at 31 December 2023, the Company employed 1 male and 1 female with a disability greater than or equal to 33% (1 female as at 31 December 2022).
At 31 December 2024, the Company's turnover amounted to 318 million euros, 177 million euros of which correspond to dividends from subsidiaries.
Pursuant to the independent valuation carried out by CB Richard Ellis and Cushman & Wakefield in Spain at the end of the year, have led to the recognition of an impairment loss of (91) million euros. The impairment, which has been recorded, does not represent a cash outflow.
The Company's net financial result amounted to (41) million euros.
Profit/(loss) before tax at year-end 2023 amounts to 210 million euros.
Finally, the Company's profit after tax amounted to 213 million euros.
The Colonial Group closed the 2023 with an increase in the recurring results driven by the strong growth in rental income.
The recurring results have increased based on solid growth in rental income. The growth in income was achieved through a combination of factors: (1) the capacity to capture the indexation impact, (2) the growth in rental prices and an increase in occupancy, complemented by (3) additional income from project deliveries.
The efficient management of operating costs has resulted in an EBITDA growth of +12% year-onyear, which has led to an increase of +7% in the recurring net profit, reaching 172 million euros.
The execution of the disposal program has meant that the increase in the net results was lower. Excluding this impact of the active management of the portfolio, the Recurring EPS of the continued operations has grown +18% compared to the previous year.
The valuation of the asset portfolio shows a like-for-like value adjustment, resulting in a negative result of the Group of (1,019) million euros. It is worth highlighting that the value variation does not imply a cash outflow.
Colonial closed 2023 with analytical rental income of 377 million euros (Gross Rental Income) and Net Rental Income (EBITDA income) of 353 million euros.
The Group's income growth is solid, in absolute terms growing at +6% compared to the previous year, and in comparable terms, with an increase of +8% like for like, demonstrating the strength of Colonial's prime positioning.
The +8% increase in like-for-like income is among the highest in the sector and is a clear reflection of the market polarization towards the best office product.
Particularly worth highlighting are the portfolios in Madrid (+9% like-for-like) and in Paris (+8% likefor-like).
Net Rental Income (EBITDA income) increased by +8%, and on a like-for-like terms, it increased by +9%.
The Net Rental Income in the Paris portfolio increased by +15% in absolute terms and +8% in like-for-like terms. The like-for-like increase is mainly due to the higher rents and occupancy levels in the Édouard VII, #Cloud, Louvre Saint Honoré, Washington Plaza and 103 Grenelle assets, among others.
The increase in income of +23 million euros is based on a business model with multiple growth drivers.
The prime asset portfolio once again captured a historic high volume of signed contracts, amounting to 105 rental contracts, corresponding to 158,225 sqm, which is 7% above the average letting figure reached in the last three years.
Of the total letting activity, highlighted is the high volume signed in the Madrid market which rose to 75,339 sqm. In the Barcelona market, 41,639 sqm were signed, of which 55% (22,743 sqm) correspond to new contracts, improving the occupancy of the portfolio.
In Paris, a total of 41,248 sqm was signed in Paris, split 50-50 between renovations and new additions.
The Colonial Group closes 2023 with a +7% growth in rental prices in office contracts compared to the market rent on 31 December 2022.
During 2023, rent growth in the office portfolio accelerated from +3% at the beginning of the year to +11% in Q4 2023. The rental growth achieved is a clear reflection of the market polarisation trend, characterised by a demand that prioritises top quality Grade A product in the CBD.
"Pricing Power – Release spreads increase of +5%.
At year-end 2023, the Colonial Group has increased office rents with current customers by +5% compared to previous rents (release spreads).
Of note was the portfolio of office assets in Paris with an increase of +12%.
These ratios highlight the release potential of Colonial's contract portfolio, with important improvement margins in current rentals.
Thanks to a portfolio of prime clients, the Colonial Group's portfolio of assets has captured the impact of indexation on rents, applying the corresponding rent update.
As a result of the application of indexation in the contract portfolio at year-end 2023, the annualised rents of the corresponding contracts have increased by +5% (+4% in Spain and +6% in Paris).
These results demonstrate the strong pricing power of Colonial's Prime portfolio: the quality of the customers, as well as the nature of the Colonial Group's contracts, allow it to capture the full indexation increase and therefore offer a clear protection of the cash flows of the assets in inflationary environments such as the current ones.
The occupancy of the Colonial Group stands at 97%, reaching one of the highest ratios in the sector. Of special mention is the Paris portfolio with full occupancy at 100%, followed by the Madrid portfolio at 96%.
In 2023, portfolio occupancy has increased by 122 bp, boosted by an improvement in occupancy in all segments.
The most significant progress took place in Barcelona with an improvement in occupancy of more than +390 bp in the last 12 months.
It is worth mentioning that the current vacancy in the Barcelona portfolio is concentrated on the entries into operation of the renovation programs of Torre Marenostrum and Illacuna, as well as the client rotation in a secondary asset located in Sant Cugat.
Excluding these three assets, the occupancy of the rest of the Barcelona portfolio is at 98%.
The Colonial Group has a project pipeline of 154,228 sqm across 8 assets.
In 2023, the Louvre Saint Honoré project was delivered in Paris.
This delivery took place before the estimated delivery date and at maximum profitability, thanks to the controlled construction costs and high level of rents. This historic, iconic building, with exceptional views of the Louvre, is rented to the Cartier Foundation of the Cartier Group, with a contract for 40 years, of which 20 years are of mandatory compliance and at maximum market rental prices.
In Spain, the Plaza Europa 34 project was delivered, fully let to the Puig Group, with a mandatory 10 year contract. The asset has the LEED Gold environmental certification and is considered a Nearly Zero Emissions Building (NZEB).
At the close of 2023, 7 out of the 8 projects in the project pipeline have been fully delivered and rented, confirming a yield on cost around 7%.
The only ongoing project is Méndez Álvaro Offices, located in the South of the Castellana in Madrid, a unique complex that is generating a lot of market interest, with an estimated yield on cost above 8%.
The Gross Asset Valure of the Colonial Group at the close of 2023 is 11,336 million euros (11,944 million euros including transfer costs), 13% less than its value as of december 2022, specifically due to the sale of non-strategic assets carried out in 2023 and the value adjustments of 9%.
In like-for-like terms, Colonial's portfolio was adjusted by 9% compared to the previous year (correction of 6% in the second half of the year).
In a highly volatile environment with interest rate hikes, the value of Colonial's asset portfolio has been impacted by an increase in the valuation yields (+47 bp in the second half of the year).
Increases in rental cash flow are due to the indexation and rental growth, together with successful project delivery. The increases have led to an Alpha capital value creation partially offsetting the value adjustment due to the expansion of yields.
Likewise, the CBD and city centre locations have been much more defensive in nature than the secondary areas, resulting in the most moderate adjustments of the sector.
The Net Asset Value at the close of 2023 amounted to 5,372 million euros corresponding to €9.95/share. Including the dividend paid of €0.25/share, the total Net Asset Value for Colonial shareholders was €10.20/share, registering an adjustment of (6%) in 6 months. In an environment with increased interest rates, the quality positioning together with the active management of Alpha value creation have enabled Colonial to maintain a resilient Net Asset Value.
In the last quarter of 2023, and the beginning of 2024, the Colonial Group closed disposals for 150 million euros with a premium of +5% over the last appraisal.
The disposals were carried out in Madrid and correspond to the residential part of the Méndez Álvaro Campus (Madnum Residential) with almost 30,000 sqm (binding agreement subject to final settlement) and the sale of 3 floors in a building on the Paseo de Recoletos, asset acquired by Colonial in 2019 (disposal already completed).
These transactions are included in the Colonial Group's new disposal program that will continue in 2024 with additional asset sales, in order to recycle capital and maximize value creation for its shareholders.
Colonial launched an initial program in late 2022 with the aim of achieving disposals exceeding 500 million euros. This program has been successfully completed, reaching a total amount of 574 million euros, of which 84 million euros were realized at the end of 2022 and the rest during the first nine months of 2023.
Additionally, Colonial has initiated a second disposal program, reaching a total amount of 150 million euros to date (divestment agreed between end of 2023 and beginning of 2024). The final settlement of Méndez Álvaro is scheduled for 2024.
The total disposal volume of the disposal program amounts to 723 million euros to date.
The disposal volume of 723 million euros comprises the sale of 12 assets in Madrid, 1 small retail unit in Barcelona and 2 assets in Paris, corresponding to more than 150,000 sqm above ground.
In total, the following disposals have been carried out:
In Madrid, the sales of 8 mature and/or secondary assets were finalised (Alcalá 506, Josefa Valcárcel 24, Sagasta 27, Almagro 9, José Abascal 56, Miguel Ángel 11, the Cedro building and Ramírez Arellano 15), the sale of a plot of land located in the sub-market of Las Tablas (Puerto Somport 10-18), the sale of the Viapark asset (commercial/logistic use), and the partial sale of various floors of the Recoletos 27 asset, as well as the sale commitment of the Méndez Álvaro residential complex.
In Paris the sales of two mature assets were finalised: the sale of the non-strategic Le Vaisseau asset, and the sale of Hanovre, a historic building located very close to the Opera building, with a surface area of 4,600 sqm. This asset is also considered non-strategic due to its small size and real estate limitations, being less competitive than other buildings in Colonial's Paris portfolio.
In Barcelona, the sale of a small non-strategic asset was finalised in Sant Antoni María Claret.
The disposal program is part of the flight to quality strategy, which, through the active management of the portfolio, divests mature and/or non-strategic assets in order to recycle capital for new opportunities of value creation, continually improving the risk-return profile of the Group.
As of today, the Colonial Group has a solid balance sheet with a pro-forma LTV of 39.5% (including the binding sale commitments pending to be notarised in Q1 24 as well as the Méndez Álvaro sale commitment, it stands at 39.5% as of December 2023 - excluding the sale commitments the LTV stands at 39.9%) and liquidity of 2,903 million euros.
In 2023, the Group executed a large part of its disposal program, as well as other financial protection measures that have allowed it to reduce its net debt by 491 million euros and expand its average maturity, increasing its liquidity by c. 500 million euros, totally eliminating the mortgage-secured debt, reaching a fixed/hedged debt ratio of 100% and maintaining the same financial costs in an environment of interest rate hikes by the Central European Bank.
The liquidity of the Colonial Group amounts to 2,903 million euros between cash and undrawn credit lines, enabling the Colonial Group to cover all its debt maturities until 2027.
In a market environment characterized by interest rate hikes, the Colonial Group has maintained its financial cost at very stable levels (1.75% vs 1.71% in December 2022), thanks to its interest rate risk management policy:
At the close of 2023, 100% of the Colonial Group's net debt was at a fixed or hedged interest rate, and the reasonable value of the derived financial instruments, registered in net equity, was positive at 215 million euros.
See "Capital management and risk management policy" under Note 14.12 to the consolidated financial statements for the year ended 31 December 2023.
The Average Payment Period (APP) of the Group's Spanish companies to their suppliers for 2023 was 39 days. In relation to payments made outside the maximum legal term set, these correspond mainly to payments related to contracting works and real estate renovation, which are paid within the term established in the corresponding contracts signed with the contractors.
The Group has set two payment days per month to comply with the requirements established under Law 11/2013 of 26 July. In this regard, the dates of entry are on the 5th and 20th of each month and the corresponding payments are made on the 5th and 20th of the following month.
Asset management is exposed to various internal and external risks and uncertainties that can impact Colonial's activity. Colonial therefore seeks to generate sustainable value through the strategic management of its business activity, taking into account the associated risks and opportunities, which helps to strengthen its leadership in the sector and consolidate its position in the long term. Risk management is a key aspect of Colonial's organisational culture, and for this reason, the Parent has developed the Colonial Risk Control and Management System (hereinafter referred to as RCMS), which establishes the basis for efficient and effective management of financial and non-financial risks throughout the organisation.
To meet these corporate objectives, the risks to which Colonial is exposed are identified, analysed, evaluated, managed, controlled and updated. With the objective of maintaining an effective and updated RCMS, Colonial has prepared a corporate risk map, which identifies the main risks that affect the Group, and evaluates them in terms of impact and probability of occurrence. This map is reviewed and updated periodically every year, with the aim of having an integrated and dynamic risk management tool, which evolves with changes in the environment in which the company operates and changes in the organisation itself.
The main responsibilities in relation to the RMCS correspond to the Board of Directors, the Audit and Control Committee and the internal audit unit. The RCMS also explicitly determines the responsibilities of senior management, operational management and risk owners in relation to risk management.
The Board of Directors is assigned the function of determining the risk control and management policy, including tax policies, identifying the main risks of the Group and implementing and supervising the internal information and control systems, in order to ensure future viability. and competitiveness of the Group, adopting the most relevant decisions for its best development. To manage this function, it has the support of the Audit and Control Committee, which performs, among others, the following functions related to risk management and control:
Additionally, Colonial has the regulatory compliance unit and the internal audit unit as tools to reinforce said objective. The regulatory compliance unit is responsible for ensuring adequate compliance with the norms and laws that may affect it to undertake its activity, and the internal audit function is responsible for carrying out the necessary supervision activities, contemplated in its annual plans approved by the Audit and Control Committee, to evaluate the effectiveness of the risk management processes and the action plans and controls implemented by the corresponding management teams to mitigate said risks.
For better risk management, Colonial differentiates in two broad areas the different types of risks to which the Group is exposed based on their origin:
The main external risks that Colonial faces to achieve its objectives include:
The main internal risks that Colonial faces to achieve its objectives include:
The inherent risks defined in the Colonial Group's business model in accordance with the different activities it carries out are susceptible to materialise during the course of each financial year. The main risks that materialised during the year are highlighted below:
In this context, Colonial has reviewed and monitored the evolution of these risks, showing a high level of resilience, particularly in the strategic, operational and financial areas, and the proper functioning of the control systems in place, which has enabled it to manage and mitigate these risks adequately and to guarantee operations and preserve the Group's value.
Colonial leads the IBEX 35 with the maximum rating (only 9 companies on the IBEX have achieved this rating)
No other significant subsequent events have occurred between 31 December 2023 and the date of authorisation for issue of these financial statements.
All indications were that 2023 would be a challenging year for the Spanish economy, with forecasts of very modest growth and highlighting the downside risks surrounding the outlook. However, at the end of the year, the Spanish economy surprised with growth of 2.5%, exceeding expectations.
Throughout the year, positive surprises were constant. The economy not only managed to avoid recession, but maintained a remarkable pace of growth. Instead of losing traction, it closed the year with a slight acceleration. In the last quarter, growth rebounded to 0.6 per cent quarter-on-quarter, up from an average of 0.5 per cent in the previous five quarters.
When we compare these figures with those of most developed countries, especially in Europe, the message becomes even more encouraging. Amid an energy crisis, high inflation and rising interest rates, the eurozone's advance was ultimately limited to 0.5 per cent, with some countries, such as Germany, experiencing a slight decline in activity. Unlike the Spanish economy, the European economy closely followed the planned script.
For the 2024 financial year, current parameters suggest that the less strained than expected household financial situation, together with inflation and interest rates likely to decline more rapidly than expected, should support dynamic consumption growth this year. Moreover, it is reasonable to expect that investment will stop falling with the expected interest rate reductions and progress in the deployment of funds.
In the office market, although structural and cyclical uncertainty is weighing on activity, central locations and quality stock are in the forefront, showing positive prospects for yields where the reduction in inflation and the recovery of the economy will help to reduce the yields.
In this market context, Colonial's strategy continues to be committed to long-term value creation in the prime office sector, with the focus on quality and yields adjusted to risk, and with a strong credit rating and liquidity position.
As a result of the Group's own characteristics, its activities and its structure, research and development activities are not usually carried out at Inmobiliaria Colonial, SOCIMI, S.A.
On 31 December 2023, the Parent holds 7,993,765 treasury shares with a par value of 19,984 thousand euros, representing 1.48% of the Parent Company's share capital.
On 10 December 2015, the Board of Directors of the Parent agreed to adhere to the Code of Best Tax Practices ("CBPT" hereinafter). This agreement was communicated to management on 8 January 2016. During 2023, the Parent presented the Annual Tax Transparency Report for companies adhering to the CBPT for 2022, following the proposal for the reinforcement of good corporate tax transparency practices for companies adhering to the Code of Good Tax Practices, approved at the plenary session of 20 December 2016.
Pursuant to Article 538 of the Spanish Limited Liability Companies Law, it is hereby noted that the annual corporate governance report and the annual report on the remuneration of directors of listed public limited companies for 2023 are included in this Management Report in a separate section.
The following glossary of the Alternative Performance Measures includes the definition and relevance thereof for Colonial in accordance with the guidelines of the European Securities and Markets Authority (ESMA) published in October 2015 (ESMA Guidelines on Alternative Performance Measures). These Alternative Performance Measures have not been audited or revised by the Parent's auditor (Deloitte, S.L.).
| Alternative Performance Measure. | Form of calculation | Definition/Relevance |
|---|---|---|
| Market Value including transaction costs or GAV including Transfer costs |
Valuation of all assets in the Group's portfolio made by appraisers outside the Group, before subtracting transaction costs or transfer costs. |
Standard analysis ratio in the real estate sector. |
| Market Value excluding transaction costs or Gross Asset Value (GAV) excluding Transfer costs |
Valuation of all assets in the Group's portfolio made by appraisers outside the Group, deducting transaction costs or transfer costs. |
Standard analysis ratio in the real estate sector. |
| Like-for-like Valuation | Amount of market valuation excluding transaction costs or market valuation including transaction costs comparable between two periods. In order to obtain it, income from rentals from investments or divestitures made between both periods is excluded from both periods. |
This permits the changes in the Market Value of the portfolio to be compared on a like-for-like basis. |
| EPRA1 NTA (EPRA Net Tangible Assets) |
This is calculated on the basis of Equity attributable to equity holders of the Parent and adjusted for certain items in accordance with EPRA recommendations. |
Standard analysis ratio in real estate and recommended by EPRA. |
| EPRA1 NDV (EPRA Net Disposal Value) |
Calculated by adjusting the following items in the EPRA NTA: the market value of the financial instruments, the market value of the financial debt, the taxes that would accrue on the sale of the assets at their market value, applying the tax credits available to the Group on a going concern basis. |
Standard analysis ratio in real estate and recommended by EPRA. |
| Gross Financial Debt (GFD) | Calculated as the sum of the items "Bank borrowings and other financial liabilities", "Issuance of bonds and other similar securities", and "Promissory notes" excluding "Interest" (accrued), "Arrangement expenses", "Other financial liabilities" and "Liabilities associated with assets classified as held for sale" in the consolidated statement of financial position. |
Relevant indicator for analysing the Group's financial position. |
| Net financial debt (NFD) | Calculated by adjusting in gross financial debt (GFD) the item "Cash and cash equivalents". |
Relevant indicator for analysing the Group's financial position. |
1 EPRA (European Public Real Estate Association) which recommends best practice standards to be followed in the real estate sector. The calculation of these APMs follows the instructions set by EPRA.
| Alternative Performance Measure. | Form of calculation | Definition/Relevance | ||
|---|---|---|---|---|
| Loan to Value Group or LtV Group | Calculated as the result of dividing "Net financial debt (NFD)" by the sum of the "Market Valuation including transaction costs of the Group's asset portfolio" plus the "Parent's treasury shares valued at EPRA NTA". |
This makes it possible to analyse the relationship between net financial debt and the valuation of assets in the Group's portfolio. |
||
| Holding Company LtV or Colonial LtV |
Calculated as the result of dividing "Gross financial debt" minus the amount of the item "Cash and cash equivalents" of the Parent and the wholly-owned Spanish subsidiaries, adjusted by the amount of the commitments for "deferrals for real estate asset purchase and sale transactions", between the sum of "the Market Valuation including transaction costs of the asset portfolio of the Group's parent company and wholly-owned Spanish subsidiaries", "treasury shares of the parent company" and the EPRA NTA of the remaining financial holdings in subsidiaries". |
This makes it possible to analyse the relationship between net financial debt and the valuation of assets in the Group's parent company. |
||
| Like-for-like Rental Income | Amount of rental income for rentals included in "Revenue" comparable between two periods. In order to obtain this amount, income from investments or divestitures made between both periods, those from assets included in the project and renovation portfolio, as well as other atypical adjustments (for example, compensation for early termination of rental agreements) are excluded from both periods. |
This makes it possible to compare, on a like-for-like basis, the change in rental income of an asset or group of assets. |
||
| Analytical EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) |
Calculated as "Operating profit" adjusted for "Depreciation and amortisation", "Variations in value of investment property", "Net change in provisions" and "Gains/(losses) on changes in value of assets due to impairment", as well as expenses incurred in "Depreciation and amortisation" and "Net finance income/(expense)" arising from the recording of "IFRS 16 finance leases", associated with the flexible business (co-working). |
Indicator of the Group's capacity to generate profits considering only its productive activity, eliminating depreciation allowances, the effect of indebtedness and the tax effect. |
||
| EBITDA from rents | Calculated by adjusting to the analytical EBITDA the "general expenses" and "extraordinary expenses" not associated with the operation of property. |
Indicator of the Group's earning capacity considering only its leasing activity, before depreciation, provisions, the effect of indebtedness and the tax effect. |
| Alternative Performance Measure. | Form of calculation | Definition/Relevance | ||
|---|---|---|---|---|
| Other analytical income | Calculated as "Other revenue" in the condensed consolidated income statement and adjusted by "Other revenue relating to the corporate segment", "Revenue, Personnel expenses and Other operating expenses eliminated on consolidation associated with the flexible business", "Revenue eliminated on consolidation associated with the flexible business", "Depreciation and amortisation arising from the recognition in line with the IFRS 16 Finance lease standard" and "Financial profit arising from the recognition in line with the IFRS 16 Finance lease standard". |
Relevant magnitude for analysing the Group's results. |
||
| Spending structure analytics | Calculated as the sum of items "Other revenue", "Personnel expenses" and "Other operating expenses" in the condensed consolidated income statement and adjusted by "Analytical net operating expenses", "Personnel expenses and Other operating expenses associated with the generation of flexible business income", "Personnel expenses and Other operating expenses not associated with flexible business", "Personnel expenses and Other extraordinary operating expenses", "Net change in provisions", "Other operating expenses eliminated on consolidation associated with the flexible business" and "Other revenue associated with the leasing business". |
Relevant magnitude for analysing the Group's results. |
||
| Analytical extraordinary expenses | Calculated as the sum of items "Personnel expenses" and "Other operating expenses" in the condensed consolidated income statement and adjusted by "Analytical net operating expenses", "Personnel expenses and Other operating expenses associated with the corporate segment", "Personnel expenses and Other operating expenses not associated with flexible business", "Other operating expenses eliminated on consolidation associated with the flexible business" and "Net change in provisions". |
Relevant magnitude for analysing the Group's results. |
||
| Revaluations and sales margin of analytical properties |
Calculated as the sum of the items "Net gain/(loss) on sales of assets" and "Changes in value of investment property" in the consolidated income statement. |
Relevant magnitude for analysing the Group's results. |
| Alternative Performance Measure. | Form of calculation | Definition/Relevance |
|---|---|---|
| Analytical depreciation and provisions |
Calculated as the sum of "Depreciation and amortisation" and "Gains/(losses) on changes in value of assets due to impairment" in the consolidated income statement and adjusted by "Depreciation and amortisation arising from the recognition in line with the IFRS 16 Finance lease standard" and "Net change in provisions". |
Relevant magnitude for analysing the Group's results. |
| Analytical financial result | Calculated as the sum of "Finance income" and "Finance costs" in the consolidated income statement and adjusted by "Financial profit arising from the recognition in line with the IFRS 16 Finance lease standard". |
Relevant magnitude for analysing the Group's results. |
| EPRA Earnings and Recurring net income |
Calculated in accordance with EPRA recommendations, adjusting certain items to the net profit for the year attributable to the parent company. |
Standard analysis ratio in real estate and recommended by EPRA. |
Alternative Performance Measures included in the foregoing table arise from items in the consolidated financial statements and in the consolidated financial statements of Inmobiliaria Colonial, SOCIMI, S.A. and subsidiaries or from the breakdowns of the items (sub-items) included in the corresponding explanatory notes to the report, except as indicated below.
The following is a reconciliation of those alternative performance measures whose origin does not derive, in their entirety, from items or sub-items of the consolidated annual financial statements of Inmobiliaria Colonial, as provided in paragraph 28 of the aforementioned recommendations.
Market Value including transaction costs or GAV including Transfer costs
| Millions of euros | ||
|---|---|---|
| Market Value including transaction costs or GAV including Transfer costs | 2023 | 2022 |
| Total Market Value excluding transaction costs | 11,336 | 13,005 |
| Plus: transaction costs | 607 | 722 |
| Total Market Value including transaction costs | 11,944 | 13,727 |
| Spain | 4,127 | 4,904 |
| France | 7,817 | 8,823 |
Market Value excluding transaction costs or GAV excluding transfer costs
| Market Value excluding transaction costs or GAV excluding transfer costs | Millions of euros | |
|---|---|---|
| 2023 | 2022 | |
| Barcelona | 1,187 | 1,261 |
| Madrid | 2,054 | 2,733 |
| Paris | 7,135 | 7,525 |
| Leased out | 10,375 | 11,519 |
| Projects | 961 | 1,466 |
| Other | -- | 20 |
| Total Market Value excluding transaction costs | 11,336 | 13,005 |
| Spain | 4,004 | 4,759 |
| France | 7,732 | 8,246 |
Like-for-like Valuation
| Millions of euros | ||
|---|---|---|
| Like-for-like Valuation | 2023 | 2022 |
| Valuation at 1 January | 13,005 | 12,436 |
| Like-for-like Spain | (301) | (21) |
| Like-for-like France | (856) | 178 |
| Acquisitions and divestitures | (512) | 412 |
| Valuation at 31 December | 11,336 | 13,005 |
EPRA NTA (EPRA Net Tangible Assets)
| Millions of euros | ||
|---|---|---|
| EPRA NAV (EPRA Net Asset Value) | 2023 | 2022 |
| "Equity attributable to shareholders of the Parent" | 4,936 | 6,159 |
| Includes/Excludes: | ||
| Adjustments from (i) to (v) with respect to strategic alliance interests | -- | -- |
| Diluted NTA | 4,936 | 6,159 |
| Includes: | ||
| (ii.a) Revaluation of investment assets | -- | -- |
| (ii.b) Revaluation of assets under development | -- | -- |
| (ii.c) Revaluation of other investments | 124 | 148 |
| (iii) Revaluation of finance leases | -- | -- |
| (iv) Stock revaluation | 13 | 14 |
| Diluted NTA at Fair Value | 5,073 | 6,321 |
| Excludes: | ||
| (v) Deferred taxes | 289 | 339 |
| (vi) Market value of financial instruments | 10 | (276) |
| EPRA NTA | 5,372 | 6,384 |
| Number of shares (millions) | 539.60 | 539.60 |
| EPRA NTA per share | 9.95 | 11.83 |
| Millions of euros | ||
|---|---|---|
| EPRA NAV (EPRA Net Disposal Value) | 2023 | 2022 |
| "Equity attributable to shareholders of the Parent" | 4,936 | 6,159 |
| Includes/Excludes: | ||
| Adjustments from (i) to (v) with respect to strategic alliance interests | -- | -- |
| Diluted NDV | 4,936 | 6,159 |
| Includes: | ||
| (ii.a) Revaluation of investment assets | -- | -- |
| (ii.b) Revaluation of assets under development | -- | -- |
| (ii.c) Revaluation of other investments | 124 | 148 |
| (iii) Revaluation of finance leases | -- | -- |
| (iv) Stock revaluation | 13 | 14 |
| Diluted NDV at Fair Value | 5,073 | 6,321 |
| Excludes: | ||
| (v) Deferred taxes | -- | -- |
| (vi) Market value of financial instruments | -- | -- |
| Includes: | ||
| (ix) Market value of debt | 219 | 541 |
| EPRA NDV | 5,292 | 6,862 |
| Number of shares (millions) | 539.6 | 539.6 |
| EPRA NDV per share | 9.81 | 12.72 |
Loan to Value Group or LtV Group
| Millions of euros | ||
|---|---|---|
| Loan to Value Group or LtV Group | 2023 | 2022 |
| Gross financial debt | 5,302 | 5,515 |
| Commitments of deferrals for transactions selling real estate assets | -- | -- |
| Less: "Cash and cash equivalents" | (438) | (160) |
| (A) Net financial debt | 4,864 | 5,355 |
| Market Value including transaction costs | 11,944 | 13,727 |
| Plus: Shares in treasury stock of the parent company valued at EPRA NTA |
80 | 98 |
| (B) Market Value including transaction costs and Parent's treasury shares |
12,024 | 13,825 |
| Loan to Value Group (A)/(B) | 40.5% | 38.7% |
Holding Company LtV or Colonial LtV
| Millions of euros | |||
|---|---|---|---|
| LtV Holding or LtV Colonial Holding Company |
2023 | 2022 | |
| Gross financial debt | 2,987 | 2,988 | |
| Commitments of deferrals for transactions selling real estate assets | -- | -- | |
| Less: "Cash and cash equivalents" of the parent company and the fully-owned Spanish subsidiaries |
(338) | (85) | |
| (A) Net financial debt | 2,649 | 2,903 | |
| (B) Market Value including transaction costs | 8,273 | 9,971 | |
| Loan to Value Holding (A)/(B) | 32.0% | 29.1% | |
| SFL Intercompany Loan | (345) | -- | |
| (C) Net financial debt | 2,304 | 2,903 | |
| Loan to Value Holding (C)/(B) considering intercompany loan to SFL |
27.8% | 29.1% |
| (Millions of euros) | ||||
|---|---|---|---|---|
| Offices | ||||
| Like-for-like Rentals | Barcelona | Madrid | Paris | TOTAL |
| Rental income 2022 | 48 | 102 | 205 | 554 |
| Like-for-like | 1 | 7 | 15 | 23 |
| Projects and inclusions | (2) | 3 | 12 | 12 |
| Investments and divestitures | -- | (15) | 4 | (11) |
| Other and compensation | (0) | -- | (1) | (1) |
| Rental income 2023 | 46 | 96 | 235 | 377 |
Analytical EBITDA
| Millions of euros | |||
|---|---|---|---|
| Analytical EBITDA | 2023 | 2022 | |
| Operating profit | (1,119) | 128 | |
| Adjustments: "Depreciation and amortisation" | 9 | 9 | |
| Adjustments: "Net gain/(loss) on sales of assets" | (4) | (6) | |
| Adjustments: "Net change in provisions" | 5 | 1 | |
| Adjustments: "Changes in value of investment property" | 1,426 | 147 | |
| Adjustments: "Gains/(losses) on changes in value of assets due to impairment" | 1 | 1 | |
| Adjustments: "Extraordinary Income" | 1 | 6 | |
| Adjustments: "Depreciation and amortisation arising from the recognition in line with the IFRS 16 Finance lease standard" |
(3) | (3) | |
| Adjustments: "Financial profit arising from the recognition in line with the IFRS 16 Finance lease standard" | 1 | (1) | |
| Analytical EBITDA | 317 | 282 |
| EBITDA from rents | Millions of euros | ||
|---|---|---|---|
| 2023 | 2022 | ||
| Net turnover amount Adjustments: "Flexible business income" |
387 (18) |
362 (14) |
|
| Adjustments: "Revenue eliminated on consolidation associated with the flexible business" | 8 | 7 | |
| Analytical rental income | 377 | 355 | |
| Personnel expenses Other operating expenses Adjustments: "Personnel expenses and Other operating expenses associated with the corporate segment" Adjustments: "Personnel expenses and Other operating expenses not associated with the flexible business" Adjustments: "Personnel expenses and Other extraordinary operating expenses not associated with the flexible business" Adjustments: "Other operating expenses eliminated on consolidation associated with the flexible business" |
(31) (56) 50 5 1 2 |
(36) (55) 49 6 6 2 |
|
| Adjustments: "Net change in provisions" | 5 | 1 | |
| Analytical net operating expenses | (24) | (27) | |
| EBITDA from rents | 353 | 328 |
Other analytical income
| Millions of euros | ||
|---|---|---|
| Other analytical income | 2022 | |
| Other revenue Adjustments: "Other corporate segment revenues" |
12 (2) |
9 (3) |
| Adjustments: "Net turnover amount and Personnel expenses and Other operating expenses eliminated on consolidation associated with the flexible business" Adjustments: "Revenue eliminated on consolidation associated with the flexible business" |
15 (9) |
10 (9) |
| Adjustments: "Depreciation and amortisation arising from the recognition in line with the IFRS 16 Finance lease standard" Adjustments: "Financial profit arising from the recognition in line with the IFRS 16 Finance lease standard" |
(3) (1) |
(3) (1) |
| Other analytical income | 10 | 4 |
Spending structure analytics Millions of euros
Other revenue 12 9 Personnel expenses (31) (36) Other operating expenses (56) (55) Adjustments: "Analytical net operating expenses" 24 28 Adjustments: "Personnel expenses and Other operating expenses eliminated on consolidation associated with the flexible business" Adjustments: "Personnel expenses and Other extraordinary operating expenses not associated with the flexible business" Adjustments: "Net change in provisions" 5 1 Adjustments: "Other operating expenses eliminated on consolidation associated with the flexible business" 2 2 Adjustments: "Other revenue associated with the leasing business" (9) (6)
Spending structure analytics (48) (48)
| Millions of euros | ||
|---|---|---|
| Analytical extraordinary expenses | 2022 | |
| Personnel expenses | (31) | (36) |
| Other operating expenses Adjustments: "Analytical net operating expenses" |
(56) 24 |
(55) 28 |
| Adjustments: "Personnel expenses and Other operating expenses associated with the corporate segment" | 50 | 49 |
| Adjustments: "Personnel expenses and Other operating expenses eliminated on consolidation associated with the flexible business" |
5 | 6 |
| Adjustments: "Other operating expenses eliminated on consolidation associated with the flexible business" | 2 | 2 |
| Adjustments: "Net change in provisions" | 5 | 1 |
| Analytical extraordinary expenses | (1) | (6) |
| Millions of euros | |||
|---|---|---|---|
| Revaluations and sales margin of analytical properties | 2023 | 2022 | |
| Net gain/(loss) on sales of assets Changes in value of investment property |
4 (1,426) |
6 (147) |
|
| Revaluations and sales margin of analytical properties | (1,422) | (141) |
| Analytical depreciation and provisions | Millions of euros | ||
|---|---|---|---|
| 2022 | |||
| Depreciation and amortisation Gains/(losses) on changes in value of assets due to impairment |
(9) (1) |
(9) (1) |
|
| Adjustments: "Depreciation and amortisation arising from the recognition in line with the IFRS 16 Finance lease standard" |
3 | 3 | |
| Adjustments: "Net change in provisions" | (5) | (1) | |
| Analytical depreciation and provisions | (12) | (8) |
2023 2022
2 4
1 6
| Millions of euros | |||
|---|---|---|---|
| Analytical financial result | 2023 | 2022 | |
| Finance income Finance costs Adjustments: "Financial profit arising from the recognition in line with the IFRS 16 Finance lease standard" |
10 (106) 1 |
1 (87) 1 |
|
| Analytical financial result | (95) | (85) |
| Millions of euros | ||
|---|---|---|
| EPRA Earnings and Recurring Net Income | 2023 | 2022 |
| Net profit attributable to the Group Net profit/(loss) attributable to the Group - €cts/share Includes/(excludes): |
(1,019) (188.83) |
8 1.48 |
| (i) Changes in value of investments, investment projects and other interests |
1,427 | 148 |
| (ii) Gains or losses on sales of assets, investment projects and other interests |
(4) | (6) |
| (iii) Gains or losses on sales of assets held for sale including changes in the value of such assets |
-- | -- |
| (iv) Taxes on sale of assets (v) Impairment of goodwill |
(9) -- |
-- -- |
| (vi) Changes in the value of financial instruments and cancellation costs (iv) Deferred tax for considered EPRA adjustments (ix) Adjustments (i) to (viii) in respect of strategic alliances (except if |
2 (32) -- |
4 (13) -- |
| included by proportionate consolidation) (x) Minority interests in respect of the above items |
(194) | 14 |
| EPRA Earnings (company-specific pre-adjustments) | 171 | 155 |
| Company-specific settings: (a) Extraordinary contingencies and charges (b) Non-recurring profit/(loss) |
1 -- |
6 -- |
| (c) Tax credits (d) Minority interests in respect of the above items |
-- -- |
-- -- |
| Recurring Net Income (post company specific adjustments) | 172 | 161 |
| Average number of shares (millions) | 539.60 | 539.60 |
| Recurring Net Profit (post company specific adjustments) - €cts/share |
31.88 | 29.84 |
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