CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2018

Transcription

1 CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2018 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2 CONSOLIDATED INCOME STATEMENT 3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5 CONSOLIDATED STATEMENT OF CASH FLOWS 6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 Note 1 Information on the Company and key developments 7 Note 2 Principles and policies 8 Note 3 Scope of reporting and business combinations 15 Note 4 Segment information 16 ANALYSIS OF THE FINANCIAL STATEMENTS 22 NON-CURRENT ASSETS 22 Note 5 Goodwill 22 Note 6 Other intangible assets and property, plant and equipment 23 Note 7 Equity-accounted investments 23 Note 8 Other financial assets 24 WORKING CAPITAL REQUIREMENT 25 Note 9 Breakdown of working capital requirement 25 Note 10 Inventories and work in progress 26 Note 11 Trade and other receivables 26 Note 12 Other current assets 26 Note 13 Other current liabilities 26 EQUITY 27 Note 14 Share capital 27 Note 15 Free share plans 27 Note 16 Treasury shares 27 DEBT AND FINANCIAL RISK FACTORS 28 Note 17 Breakdown of net debt 28 Note 18 Borrowings and financial liabilities 29 Note 19 Other financial receivables 33 Note 20 Cash and cash equivalents 33 Note 21 Financial risk factors 33 Note 22 Fair value of financial instruments by category 34 PROVISIONS 35 Note 23 Current and non-current provisions 35 INCOME 36 Note 24 Personnel costs 36 Note 25 Other operating expenses 36 Note 26 Depreciation, amortisation and impairment of fixed assets 36 Note 27 Breakdown of EBITDA 37 Note 28 Net financial income/(expense) 37 Note 29 Income taxes 38 Note 30 Earnings per share 38 ADDITIONAL INFORMATION 39 Note 31 Off balance sheet commitments 39 Note 32 Information on related parties 40 Note 33 Subsequent events 40 The following restatements were made to the 2017 consolidated financial statements: a) The Group has decided to apply IFRS 15 Revenue from Contracts with Customers with effect from 1 January 2018 using the full retrospective method (see Note 2.2.1). As a result, information for the first half of the year and for 2017 has been restated. The impacts of the application of IFRS 15 are presented in Note 2.4. b) Taxes (mainly the CVAE levy, based on the value added by the Group s businesses), calculated on taxable income as defined by IAS 12 Income Taxes, which were previously shown under operating expenses, are included within income taxes beginning with the 2018 reporting year (see Note 2.3). As a result, the financial statements for the first half of the year and for 2017 have been restated. The restatements made are presented in Note 2.4. c) The Group has opted for early application of IFRS 16 Leases as from 1 January 2018 (see Note 2.2.2). This standard is being applied using the simplified retrospective restatement method and the impacts are not shown in the restated 2017 financial statements. The impact of this standard is presented in Note 2.4 in the form of a simulation applied to the information for the first half of Nexity 1 /

2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1 ASSETS Notes (restated) (1) Non-current assets Goodwill 5 1,474,148 1,213,417 Other intangible assets 6 363,921 77,580 Property, plant and equipment 6 44,257 46,233 Equity-accounted investments 7 30,001 51,937 Other financial assets 8 45,826 47,696 Deferred tax assets 29 15,368 15,084 Total non-current assets 1,973,521 1,451,947 Current assets Inventories and work in progress 10 1,223,746 1,220,531 Trade and other receivables 11 2,982,367 2,659,224 Tax receivable 29 14,724 26,572 Other current assets 12 1,165,815 1,134,862 Other financial receivables , ,039 Cash and cash equivalents , ,408 Total current assets 6,226,642 5,936,636 Total assets 8,200,163 7,388,583 LIABILITIES AND EQUITY (restated) (1) Equity Share capital , ,184 Additional paid-in capital 548, ,888 Treasury shares 16 (707) - Reserves and retained earnings 683, ,119 Net profit for the period 150, ,332 Equity attributable to equity holders of the parent company 1,662,111 1,666,523 Non-controlling interests 6,893 6,132 Total equity 1,669,004 1,672,655 Non-current liabilities Long-term borrowings and financial debt 18 1,009, ,523 Non-current IFRS 16 lease liabilities ,650 - Employee benefits 23 32,636 31,568 Deferred tax liabilities 29 89,669 85,915 Total non-current liabilities 1,351, ,006 Current liabilities Short-term borrowings, financial debt and operating liabilities , ,447 Current IFRS 16 lease liabilities 18 61,770 - Current provisions 23 95, ,405 Trade and other payables 976,876 1,061,931 Current tax liabilities 29 7,151 23,474 Other current liabilities 13 3,499,763 3,211,665 Total current liabilities 5,179,509 4,895,922 Total liabilities and equity 8,200,163 7,388,583 1 See the description of these restatements on page 25 / 2 Document référence 2015 Nexity

3 CONSOLIDATED INCOME STATEMENT 1 Notes 6-month period 30/06/ month period (restated) (1) (restated) (1) Revenue 1,488,183 1,356,952 3,415,165 Purchases (921,660) (844,912) (2,253,374) Personnel costs 24 (277,701) (261,066) (539,337) Other operating expenses 25 (104,169) (117,701) (262,159) Taxes (other than income tax) (12,567) (12,257) (23,604) Depreciation, amortisation and impairment of fixed assets 26 (43,710) (11,202) (24,583) Current operating profit 128, , ,108 Remeasurement of equity-accounted investments following acquisition of control , Operating profit 207, , ,108 Share of net profit from equity-accounted investments 7 4,502 5,013 14,702 Operating profit after share of net profit from equity-accounted investments 212, , ,810 Financial expense 28 (20,572) (17,483) (32,553) Financial income 28 2,936 2,793 4,558 Net financial income/(expense) (17,636) (14,690) (27,995) Pre-tax recurring profit 194, , ,815 Income taxes 29 (41,529) (38,302) (102,737) Share of net profit/(loss) from other equity-accounted investments 7 (890) (5,140) (4,859) Net profit 152,045 56, ,219 Attributable to equity holders of the parent company 150,478 54, ,332 Attributable to non-controlling interests 1,567 1,850 5,887 (in euros) Basic earnings per share Diluted earnings per share See the description of these restatements on page 25 Nexity 3 /

4 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1 6-month period 30/06/ month period (restated) (1) (restated) (1) Net profit 152,045 56, ,219 Foreign currency translation gains and losses (1,191) 1,352 1,534 Gains and losses that may be recycled to net profit (1,191) 1,352 1,534 Actuarial gains and losses on retirement benefits - - (247) Deferred tax on actuarial gains and losses Gains and losses that may not be recycled to net profit - - (162) Total other comprehensive income (net of tax) (1,191) 1,352 1,372 Total comprehensive income 150,854 58, ,591 Attributable to equity holders of the parent company 149,287 56, ,704 Attributable to non-controlling interests 1,567 1,850 5,887 1 See the description of these restatements on page 25 / 4 Document référence 2015 Nexity

5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 1 Share capital Additional paid-in capital Treasury shares Held Reserves and retained earnings Other comprehensive income Equity attributable to equity holders of the parent company Noncontrolling interests Total equity Movements in first-half 2017 At 1 January , , ,658 1,023 1,589,272 4,866 1,594,138 Restatement due to application of IFRS 15 28,073 28,073 1,564 At 1 January 2017 (restated) (1) 274, , ,731 1,023 1,617,345 6,430 1,594,138 Capital increase 2,480 (2,480) - - Appropriation of 2016 earnings (2,535) 2, Treasury shares Share-based payments 5,365 5,365 5,365 Impact of acquisitions or disposals of minority interests after acquisition of control (738) (738) (738) Dividends paid by Nexity ( 2.40 per share) (132,732) (132,732) (132,732) Total transactions with owners 2,480 (137,747) - 7,390 - (127,877) - (127,877) Net profit for the period 54,845 54,845 1,850 56,695 Other comprehensive income 1,352 1,352 1,352 Total comprehensive income ,845 1,352 56,197 1,850 58,047 Dividends paid by subsidiaries - (304) (304) Impact of changes in scope - (602) (602) At 30 June 2017 (restated) (1) 276, , ,966 2,375 1,545,665 7,374 1,523,402 Movements in first-half 2018 At 1 January 2018 (restated) (1) 280, , ,056 2,395 1,666,523 6,132 1,672,655 Capital increase 465 (465) - - Appropriation of 2017 earnings 29,390 (29,390) - - Treasury shares (707) 80 (627) (627) Share-based payments 5,578 5,578 5,578 Other (1,044) (1,044) (1,044) Impact of acquisitions or disposals of minority interests after acquisition of control (17,282) (17,282) (17,282) Dividends paid by Nexity ( 2.50 per share) (140,324) (140,324) (140,324) Total transactions with owners 465 (111,399) (707) (42,058) - (153,699) - (153,699) Net profit for the period 150, ,478 1, ,045 Other comprehensive income (1,191) (1,191) (1,191) Total comprehensive income , ,287 1, ,854 Dividends paid by subsidiaries - (787) (787) Impact of changes in scope - (19) (19) At 30 June , ,489 (707) 831,285 2,395 1,662,111 6,893 1,669,004 1 See the description of these restatements on page 25 Nexity 5 /

6 CONSOLIDATED STATEMENT OF CASH FLOWS1 Notes 6-month period 30/06/ month period (restated) (1) (restated) (1) Net profit attributable to equity holders of the parent company 150,478 54, ,332 Net profit attributable to non-controlling interests 1,567 1,850 5,887 Consolidated net profit 152,045 56, ,219 Elimination of non-cash income and expenses: Elimination of depreciation, amortisation and provisions 39,869 6,477 28,729 Elimination of gains and losses on asset disposals (78,902) (69) 207 Elimination of the impact of changes in fair value Elimination of net profit/(loss) from equity-accounted investments (4,502) (5,727) (14,702) Elimination of net profit from other equity-accounted investments 890 5,140 4,859 Elimination of the impact of share-based payments 5,578 5,365 14,267 Cash flow from operating activities after interest and tax expenses 115,616 67, ,579 Elimination of net interest expense/(income) 19,869 14,070 28,851 Elimination of tax expense, including deferred tax and tax credits 37,432 35,167 94,033 Cash flow from operating activities before interest and tax expenses 172, , ,463 Change in operating working capital 9 (150,647) (15,456) (23,874) Dividends received from equity-accounted investments 7 2,553 2,386 13,471 Interest paid (12,544) (9,611) (16,468) Net tax paid (41,775) (50,046) (99,173) Net cash from/(used in) operating activities (29,496) 44, ,419 Acquisition of subsidiaries, net of cash acquired 3.3 (47,533) (1,402) (4,598) Proceeds from sale of subsidiaries, net of cash divested Other changes in scope (110) (153) (542) Purchase of property, plant, equipment and intangible assets (15,091) (15,495) (33,047) Purchase of financial assets (8,505) (2,464) (12,559) Proceeds from sale of property, plant, equipment and intangible assets Proceeds from sale and redemption of financial assets 5,677 1,516 6,695 Net cash from/(used in) investing activities (64,962) (17,926) (43,030) Capital increase subscribed by equity holders of the parent company ,748 Dividends paid to equity holders of the parent company (140,324) (132,732) (132,732) Dividends paid to minority shareholders of consolidated companies (787) (304) (5,358) Net disposal/(acquisition) of treasury shares (707) (Acquisitions)/disposals of minority interests with no gain or loss of control (33,901) (3,798) (3,894) Proceeds from issuance of bonds 266, , ,816 Redemption of bonds (29,068) (116,258) (102,907) IFRS 16 lease liability payments (32,472) - - Decrease in receivables and increase in short-term financial debt (377) (1,694) (34,788) Net cash from/(used in) financing activities 28,961 (72,438) (29,689) Impact of foreign currency exchange rate changes on cash and cash equivalents (207) Change in cash and cash equivalents (65,704) (45,469) 149,139 Cash and cash equivalents, beginning of period 766, , ,083 Cash and cash equivalents, end of period , , ,222 1 See the description of these restatements on page 25 / 6 Document référence 2015 Nexity

7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 Information on the Company and key developments 1.1 Information on the Company Nexity is an integrated real estate operator harnessing the entire spectrum of property know-how and skills to serve private individuals, companies, institutional investors and local authorities. Covering all segments of the property development and services markets, Nexity is one of the top players in French real estate and offers its clients a unique range of expertise and advice, products, services and solutions to meet their evolving needs. Nexity is present throughout France and elsewhere in Europe. The Group is organised around the following three operating divisions: The Individual Clients division, focused on Residential Real Estate, comprising the development of new homes and subdivisions; and on Real Estate Services to Individuals, including Property Management for Individuals, as well as the administration, coordination and development of real estate franchise networks; the management of residences for students and, since 1 July 2018, for seniors; and real estate product distribution activities; The Commercial Clients division, focused on Commercial Real Estate, comprising the development of new or refurbished office buildings, high-rises, business parks, logistics facilities, retail property and hotels; and on Real Estate Services to Companies, comprising property management, real estate advisory and brokerage services for companies and investors; and The Other Activities division, which includes Nexity s urban regeneration business (Villes & Projets), investment activities, innovative startups in the incubation phase, the Group s main digital projects and the holding company. Nexity s shares are listed on Eurolist by NYSE Euronext Paris. 1.2 Significant developments Significant developments in the first half of 2018 were as follows: Higher business activity levels than in H ,252 reservations for new homes in France in the first half, up 6% by volume and 10% by value; 74 million in new orders for Commercial Real Estate. At 30 June 2018, the development backlog came to 4.3 billion, 7% higher than at 31 December New segmentation As part of the growth strategy adopted by Nexity in 2017, through which it aims to become a real estate services platform, the Group now presents its segments using its clientcentred organisation (with two main divisions: Individual Clients and Commercial Clients). Application of new reporting standards Full retrospective approach used for the application of IFRS 15 Revenue from Contracts with Customers; and Early application as from 1 January 2018 of IFRS 16 Leases using the simplified retrospective approach; the 2017 financial statements have therefore not been restated under this standard. Change in presentation Reclassification of the CVAE levy from Operating expenses to Income taxes Financing In February 2018, Nexity issued 200 million of 7-year bonds that may be converted into cash and/or new shares and/or existing shares (ORNANE bonds), offered by way of a private placement, redeemable at maturity in March 2025 and paying an annual coupon rate of 0.25%. This new borrowing extends the maturity of the debt while also taking advantage of current favourable interest rates. Controlling stake acquired in Ægide-Domitys In June 2018, the Group exercised the call option to acquire an additional 18% stake in Ægide, thus raising its ownership interest to 63.16%. Ægide-Domitys will therefore be fully consolidated in Nexity s accounts from 1 July The Ægide-Domitys group is France s leading provider of serviced senior residences (independent living facilities), with nearly 80 establishments in operation. Nexity 7 /

8 GENERAL INFORMATION Note 2 Principles and policies 2.1 Statement of compliance The Nexity group s consolidated financial statements for the six months ended 30 June 2018 were prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRS Interpretations Committee (IFRS IC) interpretations, as adopted by the European Union. These consolidated interim financial statements were also prepared in compliance with IAS 34 Interim Financial Reporting, as adopted by the European Union. They do not include all the information required for the complete set of annual financial statements and should be read in conjunction with the Group s financial statements for the year ended 31 December New IFRSs The accounting principles and methods used in the preparation of the consolidated financial statements for the period ended 30 June 2018 were identical to those applied for the financial year ended 31 December 2017, except for the standards mentioned in Note 2.2, New IFRSs, and Note 2.3, Change in presentation. The Group s consolidated financial statements for the year ended 31 December 2017 are available at the Company s registered office, located at 19 rue de Vienne TSA Paris Cedex 08 France, and on Nexity s website at The consolidated interim financial statements were approved by the Board of Directors on 25 July IFRS 15 Revenue from Contracts with Customers Application of IFRS 15 Revenue from Contracts with Customers is mandatory for annual reporting periods beginning on or after 1 January For the transition, the Group has opted for the full retrospective method. As a result, Nexity applies all the provisions of IFRS 15 to each comparable period presented, and the cumulative impact of the transition is therefore included in equity at the beginning of the comparable period, 1 January The application of this standard does not pose a challenge to the principle of revenue and profit recognition based on percentage-of-completion for real estate development operations in France under VEFA off-plan agreements and CPI development contracts. In VEFA situations, control of the asset is passed to the client over time as it is completed, and in CPI arrangements the developer cannot make any alternative use of the asset and has an enforceable right to payment for performance completed to date. For development projects, given the method used to hold work in progress in inventory, revenue is recognised in line with all inventoriable costs (including land, contrary to the previous practice), which results in a higher rate of revenue and margin recognition. Conversely, and for all ongoing developments, the Group s backlog (which represents future revenue) decreases due to this higher percentage of completion. The impacts on the 2017 financial statements are presented in Note 2.4 and include a charge of 29 million to the Group s equity at 31 December 2017, offset by increases of 38 million in WCR and 5 million in equity-accounted investments, with an additional charge of 14 million in respect of deferred tax liabilities. / 8 Document référence 2015 Nexity

9 2.2.1 IFRS 16 Leases Application of IFRS 16 Leases is mandatory for annual reporting periods beginning on or after 1 January This standard requires lessees to recognise, for all eligible leases, all remaining lease payments in the form of a: Right-of-use asset, under non-current assets; Lease liability, under borrowings. The Group has opted for early application starting 1 January 2018 using the simplified retrospective approach, and has restated all of its eligible leases. Leased assets consist, on the one hand, of premises occupied and equipment used by Nexity employees, and on the other hand, of premises managed as part of the student residence management business (Nexity Studéa). Leases that renew IFRS 9 Financial Instruments Application of IFRS 9 Financial Instruments is mandatory for annual reporting periods beginning on or after 1 January Change in presentation Following an analysis of taxes falling within the scope of the definition of taxes calculated on the basis of taxable income under IAS 12 Income Taxes, Nexity now presents the CVAE levy, based on the value added by the Group s businesses, under Income taxes rather than under Taxes (other than income tax) within operating expenses. automatically or that are for less than one year are not restated. The average discount rate used to measure the lease liability for the first half of 2018 was 2.9%. The Group has simulated the application of the standard to its 2017 financial statements, based on a lease inventory at 31 October 2017, restating the amounts payable at 1 January The impacts on the 2017 financial statements are presented in Note 2.4. The application of this standard at 1 January 2018 resulted in a 297 million increase in the Group s debt and an increase of the same amount in intangible assets. At 30 June 2018, the application of this standard had no material impact on the financial statements or their presentation. This change in presentation was analysed as a change in method, and the financial statements for prior periods were modified to provide a basis for comparison. The restated 2017 financial statements are presented in Note 2.4. The impact of this change in presentation is not material at Group level. Nexity 9 /

10 2.4 Restated 2017 consolidated financial statements Restated consolidated statement of financial position 31 December 2017 ASSETS (restated) Non-current assets (reported) IFRS 15 impact Reclassification of CVAE levy (restated) IFRS 16 simulation (restated) (including IFRS 16 impact) Goodwill 1,213, ,213,417-1,213,417 Other intangible assets 77, , , ,724 Property, plant and equipment 46, ,233-46,233 Equity-accounted investments 47,021 4,916-51,937-51,937 Other financial assets 47, ,696-47,696 Deferred tax assets 15, ,084-15,084 Total non-current assets 1,447,031 4,916-1,451, ,144 1,752,091 Current assets Inventories and work in progress 1,763,502 (542,971) - 1,220,531-1,220,531 Trade and other receivables 541,112 2,118,112-2,659,224-2,659,224 Tax receivable 26, ,572-26,572 Other current assets 1,181,953 (47,091) - 1,134,862-1,134,862 Other financial receivables 119, , ,039 Cash and cash equivalents 776, , ,408 Total current assets 4,408,586 1,528,050-5,936,636-5,936,636 Total assets 5,855,617 1,532,966-7,388, ,144 7,688,727 LIABILITIES AND EQUITY (restated) (reported) IFRS 15 impact Reclassification of CVAE levy (restated) IFRS 16 simulation (restated) (including IFRS 16 impact) Equity Share capital 280, , ,184 Additional paid-in capital 659, , ,888 Treasury shares Reserves and retained earnings 512,863 28, , ,119 Net profit for the period 185,632 (300) - 185,332 (2,727) 182,605 Equity attributable to equity holders of the parent company 1,638,567 27,956-1,666,523 (2,727) 1,663,796 Non-controlling interests 4,868 1,264-6,132-6,132 Total equity 1,643,435 29,220-1,672,655 (2,727) 1,669,928 Non-current liabilities Long-term borrowings and financial debt 702, , ,523 IFRS 16 lease liabilities Non-current portion , ,831 Employee benefits 31, ,568-31,568 Deferred tax liabilities 72,152 13,763-85,915 (1,432) 84,483 Total non-current liabilities 806,243 13, , ,399 1,062,405 Current liabilities Short-term borrowings, financial debt and operating liabilities 498, , ,447 IFRS 16 lease liabilities Current portion ,471 60,471 Current provisions 100, , ,405 Trade and other payables 1,071,171 (9,240) - 1,061,931-1,061,931 Current tax liabilities 23, ,474-23,474 Other current liabilities 1,712,442 1,499,223 3,211,665-3,211,665 Total current liabilities 3,405,939 1,489,983-4,895,922 60,471 4,956,393 Total liabilities and equity 5,855,617 1,532,966-7,388, ,144 7,688,727 / 10 Document référence 2015 Nexity

11 2.4.2 Restated consolidated income statement 30 June 2017 Restated income statement 30/06/2017 (reported) IFRS 15 impact Reclassification of CVAE levy 30/06/ month period (restated) IFRS 16 simulation 30/06/2017 (restated) (including IFRS 16 impact) Revenue 1,401,938 (44,986) - 1,356,952-1,356,952 Purchases (879,886) 34,974 - (844,912) 21,267 (823,645) Personnel costs (261,066) - - (261,066) - (261,066) Other operating expenses (117,701) - - (117,701) 19,887 (97,814) Taxes (other than income tax) (17,840) - 5,583 (12,257) - (12,257) Depreciation, amortisation and impairment of fixed assets (11,202) - - (11,202) (38,738) (49,940) Current operating profit 114,243 (10,012) 5, ,814 2, ,230 Remeasurement of equity-accounted investments following acquisition of control Operating profit 114,243 (10,012) 5, ,814 2, ,230 Share of net profit from equity-accounted investments 5,727 (714) - 5,013-5,013 Operating profit after share of net profit from equityaccounted investments 119,970 (10,726) 5, ,827 2, ,243 Financial expense (17,483) - - (17,483) (4,595) (22,078) Financial income 2, ,793-2,793 Net financial income/(expense) (14,690) - - (14,690) (4,595) (19,285) Pre-tax recurring profit 105,280 (10,726) 5, ,137 (2,179) 97,958 Income taxes (36,083) 3,698 (5,917) (38,302) 795 (37,507) Share of net profit/(loss) from other equity-accounted investments (5,140) - - (5,140) - (5,140) Net profit 64,057 (7,028) (334) 56,695 (1,384) 55,311 Attributable to equity holders of the parent company 62,007 (6,828) (334) 54,845 (1,384) 53,461 Attributable to non-controlling interests 2,050 (200) - 1,850-1,850 (in euros) Basic earnings per share Diluted earnings per share Nexity 11 /

12 2.4.3 Restated consolidated income statement 31 December 2017 Restated income statement (reported) IFRS 15 impact Reclassification of CVAE levy (restated) IFRS 16 simulation (restated) (including IFRS 16 impact) Revenue 3,353,977 61,188-3,415,165-3,415,165 Production held as inventory Purchases (2,192,069) (61,305) - (2,253,374) 38,808 (2,214,566) Personnel costs (539,337) - - (539,337) - (539,337) Other operating expenses (262,159) - - (262,159) 40,712 (221,447) Taxes (other than income tax) (36,069) - 12,465 (23,604) - (23,604) Depreciation, amortisation and impairment of fixed assets (24,583) - - (24,583) (74,671) (99,254) Current operating profit 299,760 (117) 12, ,108 4, ,957 Remeasurement of equity-accounted investments following acquisition of control Operating profit 299,760 (117) 12, ,108 4, ,957 Share of net profit from equity-accounted investments 14, ,702-14,702 Operating profit after share of net profit from equityaccounted investments 314,462 (117) 12, ,810 4, ,659 Financial expense (32,553) - - (32,553) (9,007) (41,560) Financial income 4, ,558-4,558 Net financial income/(expense) (27,995) - - (27,995) (9,007) (37,002) Pre-tax recurring profit 286,467 (117) 12, ,815 (4,158) 294,657 Income taxes (90,312) 40 (12,465) (102,737) 1,432 (101,305) Share of net profit/(loss) from other equity-accounted investments (4,859) - - (4,859) - (4,859) Net profit 191,296 (77) - 191,219 (2,726) 188,493 Attributable to equity holders of the parent company 185,632 (300) - 185,332 (2,726) 182,606 Attributable to non-controlling interests 5, ,887-5,887 (in euros) Basic earnings per share Diluted earnings per share / 12 Document référence 2015 Nexity

13 2.4.4 Restated consolidated statement of cash flows 30 June 2017 Restated statement of cash flows Reclassification of CVAE levy 30/06/ month period (restated) IFRS 16 simulation 30/06/2017 (restated) (including IFRS 16 impact) 30/06/2017 (reported) IFRS 15 impact Net profit attributable to equity holders of the parent company 62,007 (6,828) (334) 54,845 (1,384) 53,461 Net profit attributable to non-controlling interests 2,050 (200) - 1,850-1,850 Consolidated net profit 64,057 (7,028) (334) 56,695 (1,384) 55,311 Elimination of non-cash income and expenses: Elimination of depreciation, amortisation and provisions 6, ,477 38,738 45,215 Elimination of gains and losses on asset disposals (69) - - (69) - (69) Elimination of the impact of changes in fair value Elimination of net profit from equity-accounted investments (5,727) - - (5,727) - (5,727) Elimination of net profit/(loss) from other equity-accounted investments 5, ,140-5,140 Elimination of the impact of share-based payments 5, ,365-5,365 Cash flow from operating activities after interest and tax expenses 75,243 (7,028) (334) 67,881 37, ,235 Elimination of net interest expense/(income) 14, ,070 4,595 18,665 Elimination of tax expense, including deferred tax and tax credits 32,948 (3,698) 5,917 35,167 (795) 34,372 Cash flow from operating activities before interest and tax expenses 122,261 (10,726) 5, ,118 41, ,271 Change in operating working capital (1) (26,182) 10,726 - (15,456) - (15,456) Dividends received from equity-accounted investments 2, ,386-2,386 Interest paid (9,611) - - (9,611) - (9,611) Net tax paid (44,463) - (5,583) (50,046) - (50,046) Net cash from/(used in) operating activities 44, ,391 41,154 85,545 Acquisition of subsidiaries, net of cash acquired (1,402) - - (1,402) - (1,402) Proceeds from sale of subsidiaries, net of cash divested Other changes in scope (153) - - (153) - (153) Purchase of property, plant, equipment and intangible assets (15,495) - - (15,495) - (15,495) Purchase of financial assets (2,464) - - (2,464) - (2,464) Proceeds from sale of property, plant, equipment and intangible assets Proceeds from sale and redemption of financial assets 1, ,516-1,516 Net cash from/(used in) investing activities (17,926) - - (17,926) - (17,926) Capital increase subscribed by equity holders of the parent company Dividends paid to equity holders of the parent company (132,732) - - (132,732) - (132,732) Dividends paid to minority shareholders of consolidated companies (304) - - (304) - (304) Net disposal/(acquisition) of treasury shares (Acquisitions)/disposals of minority interests with no gain or loss of - (3,798) - - (3,798) control (3,798) Proceeds from issuance of bonds 182, , ,000 Redemption of bonds (116,258) - - (116,258) - (116,258) IFRS 16 lease liability payments (41,154) (41,154) Increase in receivables and decrease in short-term financial debt Decrease in receivables and increase in short-term financial debt (1,694) - - (1,694) - (1,694) Net cash from/(used in) financing activities (72,438) - - (72,438) (41,154) (113,592) Impact of foreign currency exchange rate changes on cash and cash equivalents Change in cash and cash equivalents (45,469) - - (45,469) - (45,469) Cash and cash equivalents, beginning of period 617, , ,083 Cash and cash equivalents, end of period 571, , ,614 Nexity 13 /

14 2.4.5 Restated consolidated statement of cash flows 31 December 2017 Restated statement of cash flows Reclassification of CVAE levy IFRS 16 simulation (restated) (including IFRS 16 impact) (reported) IFRS 15 impact (restated) Net profit attributable to equity holders of the parent company 185,632 (300) - 185,332 (2,726) 182,606 Net profit attributable to non-controlling interests 5, ,887-5,887 Consolidated net profit 191,296 (77) - 191,219 (2,726) 188,493 Elimination of non-cash income and expenses: Elimination of depreciation, amortisation and provisions 28, ,729 74, ,400 Elimination of gains and losses on asset disposals Elimination of the impact of changes in fair value Elimination of net profit from equity-accounted investments (14,702) - - (14,702) - (14,702) Elimination of net profit/(loss) from other equity-accounted investments 4, ,859-4,859 Elimination of the impact of share-based payments 14, ,267-14,267 Cash flow from operating activities after interest and tax expenses 224,656 (77) - 224,579 71, ,524 Elimination of net interest expense/(income) 28, ,851 9,007 37,858 Elimination of tax expense, including deferred tax and tax credits 81,608 (40) 12,465 94,033 (1,432) 92,601 Cash flow from operating activities before interest and tax expenses 335,115 (117) 12, ,463 79, ,983 Change in operating working capital (23,991) (23,874) - (23,874) Dividends received from equity-accounted investments 13, ,471-13,471 Interest paid (16,468) - - (16,468) - (16,468) Net tax paid (86,708) - (12,465) (99,173) - (99,173) Net cash from/(used in) operating activities 221, ,419 79, ,939 Acquisition of subsidiaries, net of cash acquired (4,598) - - (4,598) - (4,598) Proceeds from sale of subsidiaries, net of cash divested Other changes in scope (542) - - (542) - (542) Purchase of property, plant, equipment and intangible assets (33,047) - - (33,047) - (33,047) Purchase of financial assets (12,559) - - (12,559) - (12,559) Proceeds from sale of property, plant, equipment and intangible assets Proceeds from sale and redemption of financial assets 6, ,695-6,695 Net cash from/(used in) investing activities (43,030) - - (43,030) - (43,030) Capital increase subscribed by equity holders of the parent company 22, ,748-22,748 Dividends paid to equity holders of the parent company (132,732) - - (132,732) - (132,732) Dividends paid to minority shareholders of consolidated companies (5,358) - - (5,358) - (5,358) Net disposal/(acquisition) of treasury shares (Acquisitions)/disposals of minority interests with no gain or loss of - (3,894) - - (3,894) control (3,894) Proceeds from issuance of bonds 226, , ,816 Redemption of bonds (102,907) - - (102,907) - (102,907) IFRS 16 lease liability payments (79,520) (79,520) Increase in receivables and decrease in short-term financial debt (34,788) - - (34,788) - (34,788) Decrease in receivables and increase in short-term financial debt Net cash from/(used in) financing activities (29,689) - - (29,689) (79,520) (109,209) Impact of foreign currency exchange rate changes on cash and cash equivalents Change in cash and cash equivalents 149, , ,139 Cash and cash equivalents, beginning of period 617, , ,083 Cash and cash equivalents, end of period 766, , ,222 / 14 Document référence 2015 Nexity

15 2.5 Estimates and assumptions In the process of preparing the consolidated financial statements, the measurement of certain balance sheet and income statement items calls for the use of assumptions and assessments based, in particular, on budgets for property developments. These are used to measure the operating margin, non-current assets, provisions, inventory impairment and accrued expenses. Other items also require the use of estimates based on assumptions regarding business plans or changes in the rates applied; these items include provisions, goodwill, put options granted to minority shareholders and the Group s annual income tax rate as applied to profit for the first half of the year. These assumptions, estimates and assessments are established and reviewed regularly on the basis of information available and the actual position of the Company on the date the financial statements are prepared, taking into consideration past experience and other relevant factors. Actual results may differ significantly from estimates due to changes in the underlying conditions and assumptions. Revenue is not recognised on a straight-line basis throughout the year because it largely depends on business activities, the date at which notarised agreements are signed and the pace at which costs are incurred. Interim results do not necessarily correspond to half of annual results. Note 3 Scope of reporting and business combinations 3.1 Scope of reporting Basis of reporting Individual Clients Commercial Clients Other Activities Total at Fully consolidated 2, ,412 Joint ventures Associates Equity-accounted Total scope of reporting 2, ,626 The number of entities in the reporting scope decreased by 236 between 31 December 2017 and 30 June The 337 exits from the scope in the first half of 2018 were primarily vehicles associated with completed projects or, 3.2 Additions to the scope Ægide On 13 June 2018, Nexity exercised the call option to acquire an additional 18% stake in Ægide, and paid 41,000k. Nexity thereby acquired control of this company, previously 45.16% owned and accounted for using the equity method. The ownership interest already held was remeasured at 109,181k, thus generating a profit of 79,222k. A liability for the put options granted to minority interests allowing them to purchase the shares corresponding to the remaining stake in the company (37.84%) was valued at 100,791k. Taken together, these items led to the recognition of provisional goodwill in the amount of 250,971k. The acquisition date was too close to the preparation of the interim financial statements to be able to include a balance sheet for Ægide-Domitys under IFRS within Nexity s financial statements at 30 June occasionally, entities sold to the client upon delivery of the project. The 101 additions to the scope in the first half of 2018 consisted of 96 entities set up mainly as vehicles for the Group s real estate developments, and 5 entities acquired through external growth transactions. The impact of the initial consolidation of Ægide-Domitys on the Group s balance sheet is expected to result mainly in an increase in net debt before IFRS 16 of about 50 million, offset by property, plant and equipment and the working capital requirement. The expected impact of IFRS 16, which is currently being estimated, will lead to the recognition of intangible assets and a lease liability in material amounts, given the business activity of the Ægide-Domitys group in the management of independent senior living facilities. Ægide-Domitys had consolidated revenue (under French reporting standards) of 345 million in Nexity 15 /

16 Property management for individuals During the first half of 2018, the Group acquired a number of firms active in property management for individuals in France as well as several portfolios of property management contracts for a purchase price of 10,192k, which generated goodwill of 9,694k after allocating a client relationship net of deferred tax of 2,132k. 3.3 Detail of acquisitions reported in the consolidated statement of cash flows Payments relating to these acquisitions totalled 6,949k during the period. The rest of the purchase price had been paid in late 2017 (see Note 8, Other financial assets Companies in the process of being acquired or sold ). Acquisitions in 2018 (6-month period) Acquisitions in 2017 (6-month period) Purchase price 47,949 1,929 Cash of subsidiaries acquired (416) (527) Acquisition of consolidated companies, net of cash acquired 47,533 1,402 Note 4 Segment information 4.1 Definition of segments Operating segments (hereafter divisions ) are subgroups of companies or activities for which separate financial information is available and reviewed on a regular basis by company management with a view to allocating resources and assessing their economic performance. The presentation of Nexity s business activities (as presented to the Group s Executive Committee, composed of its chief operating decision-makers), was revised at the beginning of the 2018 financial year to reflect its strategy of becoming a real estate services platform, and is now based on a clientcentred organisation, mainly structured around two divisions: Individual Clients and Commercial Clients. Individual Clients division This division comprises real estate development and services activities for Individual Clients, as follows: Residential Real Estate Development of residential properties in France (Nexity Logement, Edouard Denis Développement and their subsidiaries, or in co-development) and abroad (in Poland and Italy, with market prospecting under way in Belgium and Portugal) Development of subdivisions, in particular with Foncier Conseil Real Estate Services to Individuals Property management for individuals: rental management, sales and lettings, and managing agent services under the Nexity and Oralia brands, as well as the management, operation and development of real estate franchise networks under the Century 21 France and Guy Hoquet l Immobilier trade names Management of residences for students (with Studéa) and for seniors (with Domitys, since 1 July 2018), mainly in France, and to a lesser extent in Switzerland and Belgium Distribution of real estate products, mainly under two brands: iselection (which markets rental properties on behalf of third parties) and PERL (which markets properties based on the distinction between usufruct and bare ownership); real estate brokerage activities carried out by Nexity Solutions Crédits; and financial advisory activities carried out by Nexity Patrimoine Commercial Clients division This division comprises real estate development and services activities for Commercial Clients, as follows: Commercial Real Estate Development of offices (new or refurbished), high-rises, retail property and hotels, logistics facilities and other industrial space (Nexity Immobilier d Entreprise, Ywood, Térénéo, Nexity Contractant Général and project-specific entities) Real Estate Services to Companies Brokerage, advisory (Nexity Conseil Transaction), rental management and commercial property management (Nexity Property Management) Other Activities division This division mainly includes the following companies and activities: Villes & Projets and pre-development urban regeneration projects Equity interests in investment vehicles The Nexity holding company Innovative startups in the incubation phase, Nexity Blue Office (shared office space) and the Group s main digital projects / 16 Document référence 2015 Nexity

17 Operational reporting Segment reporting is based on the operational reporting that the Group uses for management purposes. In its operational reporting, Nexity applies proportionate consolidation to its joint ventures, which in its view provides a more accurate reflection of the Group s performance and risks as measured by revenue, operating profit, working capital and debt. 4.2 Income statement Income statement based on operational reporting 1 6-month period Notes and present the summary financial statements based on operational reporting data, with a reconciliation to the full financial statements. Operating reporting data are analysed and commented on in the Interim Financial Report and the press release on results for the first half of the year. Restatement of joint ventures Operational reporting 30/06/ month period (restated) (1) Restatement of joint ventures 30/06/2017 Operational reporting (restated) Revenue 1,488,183 68,266 1,556,449 1,356,952 55,611 1,412,563 Purchases (921,660) (58,911) (980,571) (844,912) (46,603) (891,515) Personnel costs (277,701) (3) (277,704) (261,066) (5) (261,071) Other operating expenses (104,169) (1,821) (105,990) (117,701) (381) (118,082) Taxes (other than income tax) (12,567) (76) (12,643) (12,257) (64) (12,321) Depreciation, amortisation and impairment of fixed assets (43,710) - (43,710) (11,202) - (11,202) Current operating profit 128,376 7, , ,814 8, ,372 Remeasurement of equity-accounted investments following acquisition of control 79,222-79, Operating profit 207,598 7, , ,814 8, ,372 Share of net profit from equity-accounted investments 4,502 (4,502) - 5,013 (5,013) - Operating profit after share of net profit from equity-accounted investments 212,100 2, , ,827 3, ,372 Financial expense (20,572) (263) (20,835) (17,483) (220) (17,703) Financial income 2, ,978 2,793 (16) 2,777 Net financial income/(expense) (17,636) (221) (17,857) (14,690) (236) (14,926) Pre-tax recurring profit 194,464 2, , ,137 3, ,446 Income taxes (41,529) (2,732) (44,261) (38,302) (3,309) (41,611) Share of net profit/(loss) from other equity-accounted investments (890) - (890) (5,140) - (5,140) Net profit 152, ,045 56,695 56,695 Attributable to equity holders of the parent company 150, ,478 54,845 54,845 Attributable to non-controlling interests 1,567-1,567 1,850-1,850 (in euros) Basic earnings per share Diluted earnings per share See the description of these restatements on page 1 Nexity 17 /

18 4.2.2 Income statement broken down by segment 30 JUNE 2018 Individual Clients Commercial Clients Other Activities Operational reporting total Total revenue 1,315, ,129 1,627 1,557,183 Revenue from other divisions - (734) - (734) Revenue 1,315, ,395 1,627 1,556,449 Operating expenses (1,164,231) (201,594) (4,416) (1,370,240) EBITDA 151,196 37,801 (2,789) 186,209 IFRS 16 depreciation (25,778) (1,665) (3,679) (31,122) Depreciation, amortisation and impairment of fixed assets (6,546) (1,069) (4,973) (12,588) Net change in provisions (1,454) 1,212 2,152 1,910 Share-based payments (2,429) (904) (2,246) (5,579) Borrowing costs directly attributable to property developments, transferred from inventory (3,000) - - (3,000) Current operating profit 111,991 35,375 (11,535) 135,831 Remeasurement of equity-accounted investments following acquisition of control ,222 79,222 Operating profit 111,991 35,375 67, ,053 Financial expense (7,202) (1,162) (12,472) (20,835) Financial income 1, ,400 2,978 Net financial income/(expense) (5,625) (1,160) (11,072) (17,857) Pre-tax recurring profit 106,366 34,215 56, ,196 Income taxes (43,141) (12,328) 11,208 (44,261) Share of profit/(loss) from equity-accounted investments (1,686) (890) Net profit 64,020 21,886 66, ,045 Attributable to equity holders of the parent company 62,526 21,812 66, ,478 Attributable to non-controlling interests 1, (2) 1,567 / 18 Document référence 2015 Nexity

19 1 30 JUNE 2017 Individual Clients Commercial Clients Other Activities Operational reporting total (restated) (1) Total revenue 1,252, ,996 2,840 1,412,563 Revenue from other divisions - Revenue 1,252, ,996 2,840 1,412,563 Operating expenses (1,137,252) (131,919) (9,970) (1,279,142) EBITDA 115,474 25,077 (7,130) 133,421 IFRS 16 depreciation Depreciation, amortisation and impairment of fixed assets (5,693) (1,063) (4,393) (11,149) Net change in provisions 313 (92) 3,270 3,491 Share-based payments (1,533) (525) (3,302) (5,360) Borrowing costs directly attributable to property developments, transferred from inventory (2,031) - - (2,031) Current operating profit 106,530 23,397 (11,555) 118,372 Operating profit 106,530 23,397 (11,555) 118,372 Financial expense (5,541) (1,059) (11,104) (17,703) Financial income 2, ,777 Net financial income/(expense) (3,497) (1,032) (10,397) (14,926) Pre-tax recurring profit/(loss) 103,033 22,366 (21,952) 103,446 Income taxes (40,373) (9,080) 7,843 (41,611) Share of profit/(loss) from equity-accounted investments (3,355) - (1,786) (5,140) Net profit 59,305 13,285 (15,895) 56,695 Attributable to equity holders of the parent company 57,422 13,318 (15,895) 54,845 Attributable to non-controlling interests 1,883 (33) (1) 1,850 1 See the description of these restatements on page 1 Nexity 19 /

20 4.3 Balance sheet Statement of financial position based on operational reporting 1 ASSETS Restatement of joint ventures Operational reporting (restated) (1) Restatement of joint ventures Restated operational reporting (1) Non-current assets Goodwill 1,474,148-1,474,148 1,213,417-1,213,417 Other intangible assets 363, ,921 77,580-77,580 Property, plant and equipment 44,257-44,257 46,233-46,233 Investment property Equity-accounted investments 30,001 (29,974) 27 51,937 (27,765) 24,172 Other financial assets 45, ,058 47,696 (1,292) 46,404 Deferred tax assets 15,368 1,115 16,483 15,084 1,168 16,252 Other non-current assets Total non-current assets 1,973,521 (28,627) 1,944,894 1,451,947 (27,889) 1,424,058 Current assets Inventories and work in progress 1,223,746 86,653 1,310,399 1,220,531 90,688 1,311,219 Trade and other receivables 2,982, ,072 3,207,439 2,659, ,835 2,860,059 Tax receivable 14,724 (290) 14,434 26, ,791 Other current assets 1,165,815 23,499 1,189,314 1,134,862 26,904 1,161,766 Other financial receivables 125,372 (76,422) 48, ,039 (78,149) 40,890 Cash and cash equivalents 714,618 75, , ,408 59, ,164 Total current assets 6,226, ,694 6,560,336 5,936, ,253 6,236,889 Total assets 8,200, ,067 8,505,230 7,388, ,364 7,660,947 LIABILITIES AND EQUITY Restatement of joint ventures Operational reporting (restated) (1) Restatement of joint ventures Restated operational reporting (1) Equity Share capital 280, , , ,184 Additional paid-in capital 548, , , ,888 Treasury shares (707) - (707) Reserves and retained earnings 683, , ,119 (1,051) 540,068 Net profit for the period 150, , , ,432 Equity attributable to equity holders of the parent company 1,662,111-1,662,111 1,666,523 (951) 1,665,572 Non-controlling interests 6,893-6,893 6,132 (85) 6,047 Total equity 1,669,004-1,669,004 1,672,655 (1,036) 1,671,619 Non-current liabilities Long-term borrowings and financial debt 1,009, ,010, , ,224 IFRS 16 lease liabilities Non-current portion 219, , Employee benefits 32,636-32,636 31,568-31,568 Deferred tax liabilities 89,669 6,503 96,172 85,915 7,591 93,506 Total non-current liabilities 1,351,650 7,205 1,358, ,006 8, ,298 Current liabilities Short-term borrowings, financial debt and operating liabilities 538,097 29, , ,447 18, ,550 IFRS 16 lease liabilities Current portion 61,770-61, Current provisions 95,852 2,056 97, , ,207 Trade and other payables 976,876 53,571 1,030,447 1,061,931 64,783 1,126,714 Current tax liabilities 7,151 2,496 9,647 23, ,636 Other current liabilities 3,499, ,677 3,710,440 3,211, ,258 3,392,923 Total current liabilities 5,179, ,862 5,477,371 4,895, ,108 5,161,030 Liabilities relating to assets held for sale ,388,583 (7,388,583) - Total liabilities and equity 8,200, ,067 8,505,230 7,388, ,364 7,660,947 1 See the description of these restatements on page 1 / 20 Document référence 2015 Nexity