Quarterly Report • Aug 4, 2015
Quarterly Report
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as at June 30, 2015
Portfolio overview Earnings position Financial and asset position Risk and opportunity report Recent developments and financial targets
Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flow Consolidated statement of changes in equity Notes
5
to the condensed interim consolidated financial statements as at June 30, 2015
alstria's share 36
according to IFRS
| EUR k | January 1– June 30, 2015 |
January 1– June 30, 2014 |
Change (%) |
|---|---|---|---|
| Revenues and Earnings | |||
| Revenues | 48,324 | 51,472 | –6.1 |
| Net rental income | 43,319 | 45,548 | –4.9 |
| Consolidated profit/loss for the period | 15,060 | 6,560 | 129.6 |
| FFO | 23,174 | 24,455 | –5.2 |
| Earnings per share (EUR) | 0.18 | 0.08 | 125.0 |
| FFO per share (EUR) | 0.27 | 0.31 | –12.9 |
| EUR k | June 30, 2015 | December 31, 2014 | Change (%) |
| Balance sheet | |||
| Investment property | 1,614,851 | 1,645,840 | –1.9 |
| Total assets | 1,847,226 | 1,769,304 | 4.4 |
| Equity | 922,238 | 846,593 | 8.9 |
| Liabilities | 924,988 | 922,711 | 0.2 |
| Net asset value (NAV) per share (EUR) | 10.59 | 10.71 | –1.1 |
| Diluted NAV per share (EUR)1) | 10.65 | 10.67 | –0.2 |
| Net LTV (%) | 46.1 | 50.4 | –4.3 pp |
| G–REIT figures | |||
| G–REIT equity ratio (%) | 54.3 | 50.2 | 4.1 pp |
| Revenues incl. other income from investment properties (%) |
100 | 100 | 0.0 pp |
| EPRA2) key figures | January 1– June 30, 2015 |
January 1– June 30, 2014 |
Change |
| EPRA earnings per share (EUR)3) | 0.19 | 0.31 | –38.7 |
| EPRA cost ratio A (%)4) | 27.1 | 22.1 | 5.0 pp |
| EPRA cost ratio B (%)5) | 22.4 | 18.9 | 3.5 pp |
| June 30, 2015 | December 31, 2014 | Change (%) |
|
| EPRA NAV per share (EUR) | 11.05 | 11.22 | –1.5 |
| EPRA NNNAV per share (EUR) | 10.60 | 10.58 | 0.2 |
| EPRA net initial yield (%) | 4.9 | 4.8 | 0.1 pp |
| EPRA 'topped–up' net initial yield (%) | 5.1 | 5.0 | 0.1 pp |
| EPRA vacancy rate (%) | 10.5 | 11.0 | –0.5 pp |
1) Dilution based on potential conversion of convertible bond.
2) For further information, please refer to EPRA Best Practices Recommendations, www.epra.com.
3) The decline in the EPRA–earnings is mainly due to extraordinary effects in connection with the preparations for the implementation of a transaction. (Please refer to section 'Other operating result' on page 7.)
4) Including vacancy costs.
5) Excluding vacancy costs.
| Key metrics | June 30, 2015 |
December 31, 2014 |
Key metrics of the portfolio |
|---|---|---|---|
| Number of properties | 74 | 74 | |
| Number of joint venture properties | 1 | 1 | |
| Market value (EUR bn)1) | 1.7 | 1.7 | |
| Annual contractual rent (EUR m) | 100.1 | 99.7 | |
| Valuation yield (contractual rent/ market value) |
6.0 | 6.0 | |
| Lettable area (sqm) | 873,000 | 875,100 | |
| Vacancy (% of lettable area)2) | 12.4 | 12.6 | |
| WAULT (years) | 6.6 | 6.8 | |
| Average rent/sqm (EUR/month) | 10.9 | 10.9 |
1) Incl. fair value of owner-occupied properties.
2) Contractual vacancy rate includes vacancies in assets of the Company's development pipeline.
For a detailed description of alstria's portfolio, please refer to the Company Report 2014.
| Letting metrics | Jan. 1 – June 30, 2015 |
Jan. 1 – June 30, 2014 |
Change (sqm) |
Real Estate Operations |
|---|---|---|---|---|
| New leases (in sqm)1) | 22,200 | 21,700 | 500 | |
| Renewals of leases (in sqm) | 12,100 | 25,400 | –13,300 | |
| Total | 34,300 | 47,100 | –12,800 |
1) New leases refer to letting vacant space. It does not account for any lease renewals, prolongations or a tenant's exercise of its renewal option.
| Vacancy metrics | June 30, 2015 |
Dec. 31, 2014 |
Change |
|---|---|---|---|
| Vacancy rate (%) | 12.4 | 12.6 | –0.2 pp |
| EPRA vacancy rate (%) | 10.5 | 11.0 | –0.5 pp |
| Vacancy (sqm) | 108,400 | 110,400 | –2,000 |
| thereof vacancy in development projects (sqm) |
24,200 | 19,600 | 4,600 |
In H1 2015 the rental result amounted to approximately 34,000 sqm (measured by new lettings as well as re-lettings).
A significant letting success was the initial lease to a new tenant in Berlin, Darwinstraße. The tenant signed an 11-year-lease for approximately 4,800 sqm of office and ancillary space. The lease will commence on December 1, 2015.
Furthermore, alstria contracted a new tenant for an asset in Hofmannstraße, Berlin, for approximately 1,700 sqm of office and ancillary space. The lease commenced on June 1, 2015.
Additional leases with approximately 2,500 sqm were signed with two tenants in Bamler-Service Park in Essen. Both leases commenced already on June 1, 2015 and will not expire before the end of 2020.
The core of alstria's investment portfolio is concentrated in the following regions. Tenants and regions
Another main characteristic of alstria's portfolio is that it focusses on a small number of major tenants.
| % of market value |
June 30, 2015 |
Dec. 31, 2014 |
Change (pp) |
|
|---|---|---|---|---|
| Hamburg | 42 | 42 | 0 | |
| Rhine-Ruhr | 17 | 18 | –1 | |
| Stuttgart | 17 | 17 | 0 | |
| Rhine-Main | 7 | 7 | 0 | |
| Munich | 4 | 4 | 0 | |
| Hanover | 3 | 3 | 0 | |
| Berlin | 2 | 2 | 0 | |
| Saxony | 2 | 2 | 0 | |
| Others | 5 | 5 | 0 | |
| as a %-age of annual rent |
June 30, 2015 |
Dec. 31, 2014 |
Change (pp) |
|---|---|---|---|
| City of Hamburg | 29 | 29 | 0 |
| Daimler AG | 16 | 16 | 0 |
| Bilfinger SE | 6 | 6 | 0 |
| Barmer GEK | 3 | 3 | 0 |
| Württembergische Lebensversicherungs AG |
3 | 3 | 0 |
| State of Baden-Württemberg |
2 | 2 | 0 |
| L'Oréal Deutschland GmbH |
2 | 2 | 0 |
| Siemens AG | 2 | 2 | 0 |
| HUK Coburg | 1 | 1 | 0 |
| ATOS Origin | 1 | 0 | 1 |
| Rheinmetall | 0 | 2 | –2 |
| Others | 35 | 34 | 1 |
In addition, the portfolio reflects alstria's clear focus on a particular asset class: 95%* of the total lettable area is office space.
* Office and storage space.
alstria's investment decisions are based both on the analyses of local markets and the individual inspection of each asset. The latter is focussed on location, size and quality as compared to assets belonging to direct competitors and the long-term potential for value growth. alstria's strategy is aimed at increasing its portfolio to a critical size at every respective location and to at the same time retract from those markets, which do not adhere to alstria's core investment focus. Following this strategy alstria sold two assets in Munich with a total lettable size of 13,000 sqm in the first half of 2015. Furthermore, a sale and purchase agreement for the disposal of an asset in Frankfurt/ Main as well as a sale and purchase agreement for the acquisition of an asset in Düsseldorf have been signed after the reporting date. Transactions
alstria performed the following transactions in 2015:
| Asset | City | Sales price (EUR k)1) |
Annual rent (EUR k)2) |
Ø Avg. Lease length (years)2) |
Signing SPA |
Transfer of benefits and burdens |
|---|---|---|---|---|---|---|
| Disposals | ||||||
| Siemensstr. 31–33 (Disposal of part of the plot) |
Ditzingen | 1,044 | – | – | Mar. 03, 2015 | May 11, 2015 |
| Arnulfstr. 1503) | Munich | 16,500 | – | – | June 18, 2015 Dec. 31, 20154) | |
| Landshuter Allee 1743) | Munich | 14,000 | 72 | 2.5 | June 11, 2015 May 31, 20164) | |
| Emil-von-Behring Str. 23) |
Frankfurt am Main |
12,800 | 998 | 5.1 | July 09, 2015 Dec. 31, 20154) | |
| Total | 44,344 | 1,070 | ||||
| Acquisitions | ||||||
| Karlstr. 123–127 | Düsseldorf | 11,576 | 743 | 8.3 | July 01, 2015 | Q3 2015 |
| Total | 11,576 | 743 | ||||
1) Excluding transaction costs.
2) At the time of transfer of benefits and burdens.
3) Balance sheet as reported under assets held for sale.
4) Expected.
| Revenues | Revenues amounted to EUR 48,324 k in the first half of 2015 and, as expected, decreased as compared to the respective prior year period (H1 2014: EUR 51,472 k). This development was mainly caused by the expiry of leases concerning assets in Darwinstraße, Berlin and Hofmannstraße, Munich. As a result net rental income declined by EUR 2,229 k to EUR 43,319 k. |
|---|---|
| Real estate operating expenses |
Real estate operating expenses amounted to EUR 4,987 k during the reporting period (H1 2014: EUR 5,874 k). The expense ratio decreased from 11.4% in H1 2014 to 10.3% in H1 2015. This was mainly due to a fire-protection measure regarding an asset located in Hamburg, which was carried out in 2014. |
| Administrative and personnel expenses |
Administrative expenses increased by EUR 402 k to EUR 2,968 k (H1 2014: EUR 2,566 k). The development is mainly based on a consulting project, which was conducted during the reporting period. |
| Personnel expenses increased by EUR 2,177 k to EUR 5,925 k as compared to the prior six months due to the remuneration for vir tual shares which increased by EUR 2,100 k from EUR 264 k to EUR 2,364 k. The reason for this increase was the significantly posi tive development of the stock price of alstria office REIT-AG's shares in the first half of 2015. |
|
| Other operating result |
The other operating result amounted to EUR –2,190 k in the first half of 2015 (H1 2014: EUR 2,007 k). Other operating income of the previous six-month period was mainly driven by a one-time compen sation payment in conjunction with the expiry of a lease. |
| However, in the current reporting period alstria received only fewer compensation payments. Furthermore, on June 16, 2015, the Management Board announced its intention to submit a take-over bid for another stock exchange listed company. The preparation of this take-over offer incurred significant legal and consulting costs of EUR 3,203 k. |
Due to a further decreasing interest rate level and a lower average amount of outstanding loans alstria's net financial result improved by EUR 1,665 k from EUR –17,763 k to EUR –16,098 k as compared to the first half of 2014. Financial results
| EUR k | January 1 – June 30, 2015 |
January 1 – June 30, 2014 |
Change (%) |
|---|---|---|---|
| Interest expense syndicated loan | –4,183 | –5,294 | –21.0 |
| Interest expense other loans | –4,178 | –4,717 | –11.4 |
| Interest result derivatives | –5,632 | –5,299 | 6.3 |
| Interest expenses convertible bond | –2,127 | –2,424 | –12.3 |
| Financial expenses | –16,120 | –17,734 | –9.1 |
| Financial income | 43 | 73 | –41.1 |
| Other financial expenses | –21 | –102 | –79.4 |
| Net financial result | –16,098 | –17,763 | –9.4 |
The valuation of financial derivatives resulted in a net loss from fair value adjustments in an amount of EUR –2,819 k in the period from January 1 to June 30, 2015 (please refer to page 12 for further details). An amount of EUR 9,349 of this valuation loss is attributable to the derivative embedded in the convertible bond. The reason for this is the strong development of alstria's share price, which increases the market value of the potential repayment obligation in the case the convertible bond is converted. This is reflected in the negative fair value of the embedded derivative.
Due to the upcoming termination of an interest rate swap of a nominal value of EUR 380,870 k the negative fair value of the interest rate swap decreased. In addition the slight increase in the yield curve as compared to the end of the business year 2014 resulted in a valuation gain from interest rate derivatives. Overall, the valuation of derivative financial instruments resulted a net loss of EUR –2,819.
| January 1 – June 30, 2015 |
January 1 – June 30, 2014 |
|
|---|---|---|
| Pre-tax income (EBT) | 15,068 | 6,8521) |
| Net profit / loss from fair value adjust ments on investment property |
–120 | – |
| Net profit / loss from fair value adjust ments on financial derivatives |
2,819 | 17,572 |
| Profit / loss from the disposal of investment property |
–1,674 | –179 |
| Other adjustments2) | 6,481 | 95 |
| Fair value changes and other adjust ments in joint ventures |
600 | 115 |
| Funds from operations (FFO)3) | 23,174 | 24,455 |
| Maintenance and re-letting activities | –7,716 | –5,112 |
| Adjusted funds from operations (AFFO)4) |
15,458 | 19,343 |
| Number of shares on the reporting date (k) |
87,097 | 79,018 |
| FFO per share (EUR k) | 0.27 | 0.31 |
1) The first time adoption of IFRIC 21 during the reporting period and its retrospective application resulted in earnings before income taxes of EUR 6,567 k for the period January 1 to June 30, 2014. For the determination of FFO the retrospective adjustment was taken into account for continuity and materiality reasons.
alstria's consolidated net result amounted to EUR 15,060 k (H1 2014: EUR 6,560 k) in the period under review. The increase mainly resulted from a lower valuation loss in financial derivatives, which amounted to EUR 2,819 k in the first half of 2015 ascompared to EUR 17,572 k in the first half of 2014. However, a decline in revenues as well as the other operating result and an increase in both personnel and administrative expenses had a counter-effect on this result. Undiluted Earnings per share amounted to EUR 0.18 in the first six months of 2015 (H1 2014: EUR 0.08 per share). Consolidated net result
| EUR k | Investment | |
|---|---|---|
| Investment properties as at Dec. 31, 2014 | 1,645,840 | properties |
| Investments | 11,216 | |
| Acquisitions | 0 | |
| Disposals | –1,000 | |
| Reclassifications | –41,325 | |
| Net loss/gain from fair value adjustments on investment property |
120 | |
| Investment properties as at June 30, 2015 | 1,614,851 | |
| Carrying amount of owner-occupied properties | 4,491 | |
| Fair value of properties held for sale | 43,080 | |
| Interests in joint ventures | 34,486 | |
| Carrying amount of immovable assets | 1,696,908 | |
| Adjustments to fair value of owner-occupied properties | 1,253 | |
| Fair value of immovable assets | 1,698,161 |
alstria office REIT-AG applies the fair value model pursuant to IFRS 13 for revaluation purposes. External appraisals were obtained to determine the respective values as at June 30, 2015, which were provided by the independent assessor Colliers International Valuation UK LLP. The valuation of investment properties resulted in an appreciation of EUR 120 k. For a detailed description of the determination process of the asset value, please refer to section 7 of the consolidated financial statements as at December 31, 2014.
The fair value of properties held for sale of an amount of EUR 43,080 k refers to the sale of three properties sold until July 2015. Transfers of benefits and burdens are expected to take place towards the end of 2015 and in 2016 (for further information, please refer to section 'Transactions' on page 6).
For a detailed description of the investment properties, please refer to the Annual Report of 2014.
| Liabilities | Maturity | Principal amount drawn as at June 30, 2015 (EUR k) |
LTV as at June 30, 2015 (%) |
LTV covenant (%) |
Principal amount drawn as at Dec. 31, 2014 (EUR k) |
|---|---|---|---|---|---|
| Syndicated loan | Sep. 30, 2020 | 501,070 | 48.6 | 70.0 | 501,070 |
| Non-recourse loan #1 | Jan. 31, 2017 | 66,846 | 58.6 | 75.0 | 68,260 |
| Loan #2 | Sep. 30, 2019 | 67,000 | 44,9 | 65.0 | 67,000 |
| Loan #3 | Apr. 30, 2021 | 60,278 | 52.4 | 66.0 | 60,739 |
| Loan #4 | Mar. 28, 2024 | 60,000 | 50.7 | 75.0 | 60,000 |
| Loan #5 | Dec. 17, 2018 | 56,000 | 46.7 | 60.0 | 56,000 |
| Non-recourse loan #61) Dec. 31, 2014 | – | – | – | 2,617 | |
| Total loans | 811,194 | 49.2 | – | 815,686 | |
| Convertible bond | June 14, 2018 | 79,200 | – | – | 79,400 |
| Total | 890,394 | 53.5 | – | 895,086 |
1) Loan agreement terminated taking effect on December 31, 2014, withdrawel did not occur before January 2, 2015.
| June 30, 2015 | Dec. 31, 2014 | |
|---|---|---|
| Average term to maturity of loans/ | ||
| convertible bond (years) | 4.8 | 5.3 |
in EUR m, as at June 30, 2015
1) Excluding regular amortisation.
| January 1 – June 30, 2015 |
January 1 – June 30, 2014 |
|
|---|---|---|
| Average cost of debt (% p. a.) | 3.3 | 3.5 |
As at June 30, 2015 alstria was not in breach of any of its financial covenants.
For a detailed description of alstria's financial management, please refer to the Annual Report of 2014.
| December 31, 2014 | |||
|---|---|---|---|
| Notional (EUR k) |
Fair value (EUR k) |
Notional (EUR k) |
Fair value (EUR k) |
| 340,000 | 525 | 340,000 | 402 |
| 50,250 | 81 | 50,250 | 49 |
| 47,902 | 0 | 47,902 | 0 |
| 380,870 | –652 | 380,870 | – 6,198 |
| 819,022 | –46 | 819,022 | – 5,747 |
| 380,870 | 8,417 | 380,870 | 5,874 |
| 48,223 | 202 | 48,591 | 147 |
| 10,900 | 153 | 10,900 | 140 |
| 56,000 | 56 | 56,000 | 31 |
| 11,069 | 0 | 11,155 | 0 |
| 126,1922) | 8,828 | 126,6462) | 6,192 |
| 945,214 | 8,782 | 945,668 | 445 |
| 8,2413) | –22,837 | 8,0923) | – 13,488 |
| –14,055 | – 13,043 | ||
| Maturity date Dec. 31, 2017 3.0000 Sept. 30, 2019 Oct. 20, 2015 July 20, 2015 0.0000 Sept. 30, 2020 Apr. 30, 2021 Mar. 29, 2024 Dec. 17, 2018 Dec. 31, 2015 June 14, 2018 |
June 30, 2015 |
alstria held the following derivative financial instruments at the end of the reporting period: Derivatives
1) Not effective prior to July 20, 2015.
2) Notional value excluding an amount of EUR 380,870 k not effective prior to July 20, 2015.
3) Underlying number of shares subject to conversion in thousand.
The value changes of the financial derivatives are reflected in various balance sheet items. The following table shows the change in their value since December 31, 2014.
| Financial assets |
Financial liabilities | ||||||
|---|---|---|---|---|---|---|---|
| EUR k | Cash flow hedge reserve |
Non-current | Non-current | Current | Total | ||
| Hedging instruments as at January 1, 2015 |
–3,095 | 6,643 | –13,488 | –6,198 | –13,043 | ||
| Ineffective change in fair values of cash flow hedges |
0 | 2,637 | 0 | 5,546 | 8,183 | ||
| Net result from fair value changes in financial derivatives not qua lifying for cash flow hedging |
0 | 156 | –9,411 | 0 | –9,255 | ||
| Reclassification of cumulated loss from equity to income statement |
1,747 | 0 | 0 | 0 | 0 | ||
| Changes in accrued interest due to financial derivatives |
0 | 0 | –3 | 0 | –3 | ||
| Terminations | 0 | 0 | 63 | 0 | 63 | ||
| Hedging instruments as at June 30, 2015 |
–1,348 | 9,436 | –22,839 | –652 | –14,055 |
Overall, ineffective value gains (EUR 8,183 k), losses on hedges not qualified for cash flow hedging (EUR –9,255 k) and reclassifications of an amount of EUR 1,747 k, resulted in a total loss of EUR 2,819 k (H1 2014: loss of EUR 17,572 k). It is presented as the net result from fair value adjustments on financial derivatives. The reclassification amount of EUR 1,747 k relates to the cumulated losses from cash flow hedges for which the initially hedged transaction is no longer expected to occur due to a premature repayment of the loans in question.
For a detailed description of the hedging instruments, please refer to the appendix of the consolidated financial report as at December 31, 2014.
| June 30, 2015 | Dec. 31, 2014 | Change | |
|---|---|---|---|
| Equity (EUR k) | 922,238 | 846,593 | 8.9% |
| Number of shares (k) | 87,097 | 79,018 | 8,079 |
| NAV per share (EUR) | 10.59 | 10.71 | –1.1% |
| Equity ratio (%) | 49.9 | 47.8 | 2.1 pp |
| G-REIT equity ratio (%)1) | 54.3 | 50.2 | 4.1 pp |
1) Is defined as total equity divided by the carrying amount of immovable assets. Minimum requirement according to G-REIT regulation: 45%.
The increase in equity on the balance sheet date by EUR 75,645 k to EUR 922,238 k is mainly based on a placement of 7,901,847 new nopar bearer shares in March 2015. Due to this capital increase equity increased by EUR 101,386 k. Furthermore, the profit of the period resulted in an equity increase of EUR 15,060 k. This development was partially offset by the dividend payment of EUR 43,470 k in May 2015. (For further information please refer to the consolidated statement of changes in equity and the corresponding notes).
The risks and opportunities to which alstria is exposed are described in detail in alstria's Annual Report 2014.
On June 16, 2015 alstria's Management Board announced its intention to acquire the shares of DO Deutsche Office AG by means of a share swap for new alstria shares. The required capital increase in kind was approved by majority vote of the Extraordinary General Meeting held on July 23, 2015. The intended implementation of the takeover of DO Deutsche Office AG results in both opportunities and risks. Opportunities are essentially a sustainable realization of anticipated synergies and economies of scope that alstria office REIT-AG expects to realize. This assessment is based on plans and estimates based on publicly available information on the DO Deutsche Office AG and on alstria office REIT-AG's own reflections at this stage. These plans and estimates may prove to be incorrect, if the underlying assumptions prove to be incorrect or incomplete. In particular DO Deutsche Office AG's integration could not proceed as planned or result in higher costs than antici-pated. In addition, the acquisition of control of the DO Deutsche Office AG could trigger change-ofcontrol clauses in contracts of DO Deutsche Office AG, in particular concerning its financing agreements. However, for this case, alstria office REIT-AG has signed an agreement to provide a bridge loan in a volume of up to approximately EUR 1.1 billion with UBS Germany AG and UniCredit Bank AG. In matters of taxation, the planned estimates and assumptions could prove to be incorrect in terms of the acquisition-related real estate transfer tax as well as in terms of payable income taxes, which may become applicable in the course of the inclusion of the DO Deutsche Office Group under the REIT regime. All of the former could result in the actual expenses being higher than anticipated. In the event that the takeover, e.g., due to a shortfall of the minimum acceptance level by the share-holders of the target company does not materialize, the legal and consulting costs incurred for the preparation of the capital increase and the takeover would nevertheless be borne by the Company.
Further changes to the risk situation compared to the risk situation described in the consolidated financial statements in 2014 were not recorded in the reporting period.
In July 2015 alstria signed a sale and purchase agreement for the disposal of an asset in Frankfurt/Main. The transfer of benefits and burdens is expected to take place at the end of 2015. Therefore, the asset is classified as 'asset held for sale' as at June 30, 2015.
Recent developments Additionally, in July 2015, alstria signed a sale and purchase agreement for the acquisition of an asset in Düsseldorf. The transfer of benefits and burdens is expected to take place in the third quarter of 2015. No significant impact is expected on the FFO forecast 2015.
Furthermore, the Management Board on June 16, 2015 announced its intention to offer the shareholders of another listed company to acquire their shares in the Company by way of a voluntary public takeover offer. In this regard, an Extraordinary General Meeting was held in Hamburg on July 23, 2015. Among other items, the Extraordinary General Meeting voted on the increase of the share capital of alstria required for implementing the transaction of up to EUR 68,781,791 by issuing up to 68,781,791 no-par value bearer shares each representing a pro rata interest of EUR 1.00 in the share capital against contribution in kind with the exclusion of the statutory subscription rights of the shareholders. The resolution proposal was approved. Please see www.alstria.com for more details and the relevant voting results.
alstria mainly focuses on the following financial performance indicators: Revenues and FFO. Financial Target
Revenues includes mostly rental income, which is in line with the letting activities of the company. FFO reflects the operational result from real estate management without consideration of effects from valuation as well as other non-cash expenses/income and as non-recurring effects.*
Neither forcasts nor any other statements presented in the annual statement of 2014 regarding the prospective development of the company for financial year 2015 have changed substantially. Based on the executed transactions and the contractual agreed rental income alstria still expects revenues of an amount of approximately EUR 98 m and an operating result of EUR 49 m. The increase compared to FFO in 2014 (approx. EUR 48 m) mainly results from the financing/hedging structure, which results in lower financing costs. The intended takeover does – for the time being – not result in an update to the forecast of FFO and revenues for the financial year 2015, as at present, both, the final implementation of the acquisition and the exact time of the initial consolidation of the new companies cannot be determined with sufficient precision.
* Please refer to section 'Funds from operations (FFO)' on page 9.
FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2015
| EUR k | Notes | April 1 – June 30, 2015 |
April 1 – June 30, 20141) |
Jan. 1 – June 30, 2015 |
Jan. 1 – June 30, 20141) |
|---|---|---|---|---|---|
| Revenues | 24,252 | 25,538 | 48,324 | 51,472 | |
| Income less expenses from passed on operating |
|||||
| expenses | 47 | –40 | –18 | –50 | |
| Real estate operating costs | –2,905 | –3,438 | –4,987 | –5,874 | |
| Net Rental Income | 21,394 | 22,060 | 43,319 | 45,548 | |
| Administrative expenses | –1,902 | –1,336 | –2,968 | –2,566 | |
| Personnel expenses | 6.1 | –2,762 | –1,689 | –5,925 | –3,748 |
| Other operating income | 696 | 86 | 1,665 | 2,267 | |
| Other operating expenses | 6.2 | –3,571 | –251 | –3,855 | –260 |
| Net gain/loss from fair value adjustments on investment |
|||||
| property | 120 | 0 | 120 | 0 | |
| Gain/loss on disposal of investment property |
7.1 | 1,674 | –4 | 1,674 | 179 |
| Net Operating Result | 15,649 | 18,866 | 34,030 | 41,420 | |
| Net financial result | 6.3 | –7,848 | –8,744 | –16,098 | –17,763 |
| Share of the result of joint venture |
164 | 29 | –45 | 482 | |
| Net loss from fair value adjustments on financial derivatives |
17,631 | –7,614 | –2,819 | –17,572 | |
| Pre-Tax Income (EBT) | 25,596 | 2,537 | 15,068 | 6,567 | |
| Income tax expense | 6.4 | –5 | 7 | –8 | –7 |
| Consolidated loss/profit for the period |
25,591 | 2,544 | 15,060 | 6,560 | |
| Attributable to: | |||||
| Shareholders | 25,591 | 2,544 | 15,060 | 6,560 | |
| Earnings per share in EUR | |||||
| Basic earnings per share | 6.5 | 0.29 | 0.03 | 0.18 | 0.08 |
| Diluted earnings per share | 6.5 | 0.27 | 0.04 | 0.18 | 0.09 |
FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2015
| EUR k | April 1 – Notes June 30, 2015 |
April 1 – June 30, 20141) |
Jan. 1 – June 30, 2015 |
Jan. 1 – June 30, 20141) |
|---|---|---|---|---|
| Consolidated loss/profit for the period |
25,591 | 2,544 | 15,060 | 6,560 |
| Items which might be reclas sified to the income state ment in a future period: |
||||
| Cash flow hedges | 0 | 0 | 0 | 99 |
| Reclassification from Cashflow Hedging Reserve |
878 | 878 | 1,747 | 2,359 |
| Other comprehensive result for the period: |
878 | 878 | 1,747 | 2,458 |
| Total comprehensive result for the period: |
26,469 | 3,422 | 16,807 | 9,018 |
1) Due to the initial and the retrospective application of IFRIC 21, the comparative figures of the prior year's periods April 1 to June 30, 2014.
AS AT JUNE 30, 2015
Assets
| EUR k | Notes | June 30, 2015 | December 31, 2014 |
|---|---|---|---|
| Non-Current Assets | |||
| Investment property | 7.1 | 1,614,851 | 1,645,840 |
| Equity-accounted investments | 34,486 | 34,534 | |
| Property, plant and equipment | 5,012 | 5,085 | |
| Intangible assets | 292 | 344 | |
| Derivatives | 8.3 | 9,436 | 6,643 |
| Total Non-Current Assets | 1,664,077 | 1,692,446 | |
| Current Assets | |||
| Assets held for sale | 7.1 | 43,080 | 0 |
| Trade receivables | 6,464 | 3,498 | |
| Accounts receivable from joint ventures | 0 | 88 | |
| Other receivables | 7.2 | 10,522 | 10,127 |
| Cash and cash equivalents | 123,083 | 63,145 | |
| thereof restricted | 0 | 0 | |
| Total current assets | 183,149 | 76,858 | |
| Total assets | 1,847,226 | 1,769,304 |
| EUR k | Notes | June 30, 2015 | December 31, 2014 |
|---|---|---|---|
| Equity | 8.1 | ||
| Share capital | 87,097 | 79,018 | |
| Capital surplus | 742,452 | 691,693 | |
| Hedging reserve | –1,348 | – 3,095 | |
| Retained earnings | 94,037 | 78,977 | |
| Total Equity | 922,238 | 846,593 | |
| Non-current liabilities | |||
| Long-term loans, net of curent portion | 8.2 | 873,889 | 874,025 |
| Derivatives | 8.3 | 22,839 | 13,488 |
| Other provisions | 3,987 | 3,628 | |
| Other liabilities | 1,962 | 2,036 | |
| Total Non-Current Liabilities | 902,677 | 893,177 | |
| Current Liabilities | |||
| Short-term loans | 8.2 | 3,013 | 7,702 |
| Trade payables | 4,538 | 4,389 | |
| Profit participation rights | 12 | 375 | 424 |
| Derivatives | 8.3 | 652 | 6,198 |
| Other provisions | 1,632 | 461 | |
| Other current liabilities | 12,101 | 10,360 | |
| Total Current Liabilities | 22,311 | 29,534 | |
| Total Liabilities | 924,988 | 922,711 | |
| Total equity and liabilities | 1,847,226 | 1,769,304 |
FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2015
| EUR k | Notes | January 1 – June 30, 2015 |
January 1 – June 30, 2014 1) |
|---|---|---|---|
| 1. Operating activities | |||
| Consolidated profit/loss for the period | 15,060 | 6,560 | |
| Unrealized valuation movements | 2,698 | 17,189 | |
| Interest income | 6.3 | –43 | –73 |
| Interest expense | 6.3 | 16,142 | 17,836 |
| Result from income taxes | 8 | 7 | |
| Other non-cash expenses (+) | 2,676 | –464 | |
| Gain (–)/Loss (+) on disposal of fixed assets | –1,674 | –179 | |
| Depreciation and impairment of fixed assets (+) | 198 | 208 | |
| Decrease (+)/Increase (–) in trade receivables and other assets that are not attributed to investing or financing activities |
–3,786 | –1,707 | |
| Decrease (–)/increase (+) in trade payables and other liabilities that are not attributed to investing or financing activities |
1,196 | 754 | |
| Cash generated from operations | 32,475 | 40,130 | |
| Interest received | 43 | 73 | |
| Interest paid | –16,584 | –15,993 | |
| Income tax paid | –8 | –7 | |
| Net cash generated from operating activities | 15,926 | 24,203 | |
| 2. Investing activities | |||
| Acquisition of investment properties | 7.1 | –11,341 | –16,536 |
| Proceeds from sale of investment properties | 2,044 | 9,450 | |
| Payment of transaction cost in relation to the sale of investment properties |
0 | –121 | |
| Acquisition of other property, plant and equipment | –73 | –219 | |
| Proceeds from the equity release of interests in joint ventures | 3 | 0 | |
| Net cash used in investing activities | –9,367 | –7,425 | |
| 3. Financing activities | |||
| Cash received from equity contributions | 8.1 | 102,881 | 170 |
| Payment of transaction costs of issue of shares | 8.1 | –1,339 | 0 |
| Proceeds from the issue of bonds and borrowings | 0 | 42,030 | |
| Proceeds from the issue of a convertible bond | 0 | 79,400 | |
| Payments of dividends | –43,470 | –39,467 | |
| Payments for the acquisition/termination of financial derivatives | 0 | –2,007 | |
| Payments of the redemption of bonds and borrowings | –4,693 | –129,010 | |
| Payments of transaction costs | 0 | –740 | |
| Net cash generated from / used in financing activities | 53,379 | –49,624 | |
| 4. Cash and cash equivalents at the end of the period | |||
| Change in cash and cash equivalents (subtotal of 1 to 3) | 59,939 | –32,846 | |
| Cash and cash equivalents at the beginning of the period | 63,145 | 82,782 | |
| Cash and cash equivalents at the end of the period thereof restricted: EUR 0 k; previous year: EUR 251 k |
7.2 | 123,083 | 49,936 |
| 5. Composition of cash and cash equivalents | |||
| Cash | 123,083 | 49,936 |
FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2015
| EUR k | Notes | Share capital |
Capital surplus |
Hedging reserve |
Retained earnings |
Total Equity |
|---|---|---|---|---|---|---|
| As at January 1, 2015 | 79,018 | 691,693 | – 3,095 | 78,977 | 846,593 | |
| Changes in H1 2015 | ||||||
| Consolidated profit | 0 | 0 | 0 | 15,060 | 15,060 | |
| Other comprehensive income | 0 | 0 | 1,747 | 0 | 1,747 | |
| Total comprehensive income | 0 | 0 | 1,747 | 15,060 | 16,807 | |
| Payments of dividends | 9 | 0 | –43,470 | 0 | 0 | –43,470 |
| Share-based remuneration | 12 | 0 | 347 | 0 | 0 | 347 |
| Proceeds from shares issued | 8.1 | 7,903 | 94,822 | 0 | 0 | 102,725 |
| Transaction costs of issue of shares |
8.1 | 0 | –1,339 | 0 | 0 | –1,339 |
| Conversion of convertible participation rights |
156 | 156 | 0 | 0 | 312 | |
| Conversion of convertible bond | 8.1 | 20 | 243 | 0 | 0 | 263 |
| As of June 30, 2015 | 8.1 | 87,097 | 742,452 | –1,348 | 94,037 | 922,238 |
| As at January 1, 2014 | 78,933 | 730,486 | –7,329 | 42,024 | 844,114 | |
|---|---|---|---|---|---|---|
| Changes in H1 2014 | ||||||
| Consolidated profit | 0 | 0 | 0 | 6,560 | 6,560 | |
| Other comprehensive income | 0 | 0 | 2,458 | 0 | 2,458 | |
| Total comprehensive income | 0 | 0 | 2,458 | 6,560 | 9,018 | |
| Changes in the consolidated group | ||||||
| Payments of dividends | 9 | 0 | –39,467 | 0 | 0 | –39,467 |
| Share-based remuneration | 12 | 0 | 272 | 0 | 0 | 272 |
| Conversion of convertible participation rights |
85 | 85 | 0 | 0 | 170 | |
| As of June 30, 2014 | 8.1 | 79,018 | 691,376 | –4,871 | 48,584 | 814,107 |
1) Due to the initial and the retrospective application of IFRIC 21, the comparative figures of the prior year's period April 1 to June 30, 2015
as at June 30, 2015
alstria office REIT-AG, Hamburg, (hereinafter referred to as the 'Company' or 'alstria office REIT-AG' and, together with its subsidiaries, as 'alstria' or the 'Group'), is a German stock corporation based in Hamburg. The Group's principal activities are described in detail in section 1 of the Notes to the consolidated financial statements for the financial year ending on December 31, 2014.
The condensed interim consolidated financial statements for the period from January 1, 2015 to June 30, 2015 (hereinafter referred to as the 'consolidated interim financial statements') were authorised for publication by resolution of the Company's Management Board on August 3, 2015.
These consolidated interim financial statements were prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not contain all of the disclosures and explanations required in the annual financial statements and should therefore be read in conjunction with the consolidated financial statements as at December 31, 2014.
These condensed interim consolidated financial statements have not been audited. They have been reviewed by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Hamburg.
The applied accounting policies are consistent with the policies applied in the Group's annual financial statements for the year ending on December 31, 2014, and as outlined in those annual financial statements.
The following new interpretations and amendments to standards and interpretations are mandatory for the first time for the financial reporting period beginning on January 1, 2015:
| EU-Endorsement | Standards / Interpretation |
Content | Applicable for f/y beginning on/after |
Effects |
|---|---|---|---|---|
| June 13, 2014 | IFRIC 21 | New interpretation 'taxes | June 17, 2014 | Interim Reporting |
| Dec. 18, 2014 | Annual Im provements to IFRSs |
Improvements to IFRSs 2011–2013 January 1, | 2015 | None |
The initial application of IFRIC 21 'levies' mainly resulted in changes in the accounting for trade receivables and other liabilities. Accordingly, trade receivables contain land taxes that can be passed on in the amount of EUR 1,756 k. Trade payables are reduced by EUR 374 k. The other current liabilities report the yet unpaid land taxes attributable to 2015 in the amountr of EUR 2,537 k. The balance of EUR 407 k is vacancy costs reported under the real estate operating costs. The retrospective application of IFRIC 21 results in an increase in real estate operating costs of EUR 285 k for the first half of 2014.
The following new standards, interpretations and amendments to published standards have been issued but are not effective for the financial year 2015 and have not been applied by the Group prior to becoming mandatory:
| EU Endorsement |
Standards / Interpre tationen |
Content | Applicable for f/y beginning on/after |
Effects |
|---|---|---|---|---|
| not yet endorsed |
IFRS 9 | New Standard 'Financial instruments: classification and measurement' |
Jan. 1, 2018 | No material effects |
| not yet endorsed |
IFRS 14 | New Standard 'Regulatory deferral accounts' |
Jan. 1, 2016 | None |
| not yet endorsed |
IFRS 15 | New Standard 'Revenue from contracts with customers' |
Jan. 1, 2017 | Notes disclosure |
| not yet endorsed |
Amendments to IFRS 11 |
Accounting for Acquisitions of Interests in Joint Operations |
Jan. 1, 2016 | None |
| not yet endorsed |
Amendments to IFRS 10 and IAS 28 |
Sale or contribution of assets between an investor and its associate or joint venture |
Jan. 1, 2016 | Under review |
| not yet endorsed |
Amendments to IFRS 10, IFRS 12 and IAS 28 |
Investment entities: applying the consoli dation exception |
Jan. 1, 2016 | None |
| not yet endorsed |
Amendments to IAS 1 |
Disclosure initiative | Jan. 1, 2016 | Notes disclosure |
| not yet endorsed |
Amendments to IAS 16 and IAS 38 |
Clarification of acceptable methods of depreciation |
Jan. 1, 2016 | None |
| not yet endorsed |
Amendments to IAS 16 and IAS 41 |
Agriculture: bearer plants | Jan. 1, 2016 | None |
| Dec. 17, 2014 Amendments to IAS 19 |
Defined benefit plans: employee contributions (Amendments to IAS 19 'Employee Benefits') |
Feb. 1, 2015 | None |
| EU Endorsement |
Standards / Interpre tationen |
Content | Applicable for f/y beginning on/after |
Effects |
|---|---|---|---|---|
| not yet endorsed |
Amendments to IAS 27 |
Equity method in separate financial statements |
Jan. 1, 2016 | None |
| Dec. 17, 2014 Annual | Improvements to IFRSs |
Improvements to IFRSs 2010–2012 | Feb. 1, 2015 | None |
| not yet endorsed |
Annual Improvements to IFRSs |
Improvements to IFRSs 2012–2014 | Jan. 1, 2016 | Under review |
The IASB did not issue any new standards and Interpretations and amendments to published standards and interpretations between December 31, 2014 and the date of preparation of these interim consolidated financial statements.
There have been no changes to the consolidated Group since the preparation of the consolidated financial statements as at December 31, 2014.
Preparing the consolidated financial statements in accordance with IFRS requires assumptions and estimates to be made for various items that have an effect on the amount of and the disclosures concerning assets, liabilities, income and expenses. Actual amounts may vary from these estimates.
| EUR k | January 1 – June 30, 2015 (unaudited) |
January 1 – June 30, 2014 (unaudited) |
6.1 Personnel expenses |
|---|---|---|---|
| Salaries and wages | 1,985 | 1,966 | |
| Social insurance contribution | 355 | 336 | |
| Bonuses | 623 | 624 | |
| Expenses for share-based compensation |
2,810 | 651 | |
| thereof relating to virtual shares | 2,364 | 264 | |
| thereof relating to the convertible profit participation certificates |
446 | 387 | |
| Amounts for retirement provisions and disability insurance of the mem bers of the Management Board |
100 | 105 | |
| Other | 52 | 66 | |
| Total | 5,925 | 3,748 |
| The increase in personnel expenses resulted from the remuneration due to virtual shares that increased by EUR 2,100 k from EUR 264 k to EUR 2,364 k as compared to the first six month in 2014. The reason for this increase is the significantly positive development of the stock price of alstria office REIT-AG's shares in the first half of 2015. Ex penses due to the share-based remuneration resulting from virtual shares are not paid out until their time of exercise at each end of the term, respectively. The actual cash amount of such remuneration therefore depends on the further development of the share price. Personal expenses increased by EUR 77 k adjusted for share-based compensation. |
|
|---|---|
| 6.2 Other opera ting expenses |
On June 16, 2015, the Board announced its intention to submit a takeover-bid for a listed company. The preparation for the implemen tation of the proposed acquisition, resulted in legal and consulting expenses of EUR 4,212 k. EUR 3,203 k of these expenses are included in other operating expenses and make up the main part of the in crease in other operating expenses by EUR 3.595 k from EUR 260 k in the first half of 2014 to EUR 3.855 k in the first half of 2015. |
| An amount of EUR 1,009 k representing the difference between EUR 4,212 k legal and consulting fees and the amount of EUR 3,203 k included in 'other operating expenses' is attributable to the imple mentation of the capital increase by way of contribution in kind. They are considered as assets stated under the item 'Receivables and other assets' as long as the implementation of the capital increase is pending. At the moment the capital increase is realised, they are recognized directly in equity in the capital reserve. They reduce the amount to be expensed through the capital increase in the capital reserve. |
|
| 6.3 Financial result |
For details on the net financial result and the development of the loans, please refer to the sections 'Financial result' and 'Financial and asset position' in the interim management report. |
| 6.4 Income Taxes | As a consequence of its status as a G-REIT, alstria office REIT-AG is exempt from German corporation tax (Körperschaftsteuer – KSt) and German trade tax (Gewerbesteuer – GewSt). |
| Minor tax payment obligations may arise on an affiliate level for affiliates serving as a general partner of a partnership or REIT service companies. |
The tables below show the income and share data used in the earnings per share computations:
6.5 Earnings per share
| Basic earnings per share | January 1 – June 30, 2015 (unaudited) |
January 1 – June 30, 2014 (unaudited) |
|
|---|---|---|---|
| Profit attributable to the shareholders (EUR k) |
15,060 | 6,560 | |
| Average number of shares outstan ding (thousands) |
83,239 | 78,940 | |
| Basic earnings per share (EUR) | 0.18 | 0,08 |
The potential conversion of shares inherent in the convertible bond could dilute basic earnings per share in the future:
| Diluted earnings per share | January 1 – June 30, 2015 (unaudited) |
January 1 – June 30, 2014 (unaudited) |
|---|---|---|
| Diluted profit attributable to the shareholders (EUR k) |
16,140 | 7,636 |
| Average diluted number of shares (thousands) |
91,480 | 87,032 |
| Diluted earnings per share (EUR) | 0.18 | 0.09 |
alstria office REIT-AG uses the fair value model pursuant to IFRS 13 for revaluation purposes. External appraisals were obtained to determine the respective values as at June 30, 2015. For a detailed description of the determination process of the asset value, please refer to section 7 of the consolidated financial statements as at December 31, 2014. A reconciliation of the properties held as investment properties since December 31, 2014, can be found on page 10 of the interim consolidated financial statements as at June 30, 2015.
In the second quarter of the year alstria office REIT-AG signed notary agreements on the sale of two investment properties. As at June 30, 2015 both properties are incorporated in 'assets held for sale'. A further investment property for which the the sales contract was signed early in July 2015 at a selling price of EUR 12,800 k is also reported in 'assets held for sale'.
In addition a plot of land forming part of an existing investment property was transferred to the buyer at a transaction price of EUR 1,044 k.
Cash and cash equivalents in an amount of EUR 123,083 k refer to cash at banks. The cash amount is not subject to any restrictions.
7.1 Investment property
7.2 Cash and cash equivalents
Please refer to the consolidated statement of changes in equity for details. 8.1 Equity
A total of 7,901,847 new shares were issued for cash considerations and increased alstria office REIT-AG's share capital by EUR 7,901,847. The capital increase was registered in the commercial register on March 26, 2015. Share capital
Two parts of a notional amount of EUR 200 k of the convertible bond were converted in the first quarter of 2015. The conversion resulted in an issue of 20,382 new shares by making use of the conditionally increased capital provided for such purposes (Conditional Capital 2013).
The conversion of profit participation rights (Note 12) in the second quarter of 2015 resulted in the issue of 156,000 new shares by making use of the conditionally increased capital provided for such purposes.
In total and due to the capital measures stated above, alstria office REIT-AG's share capital increased by EUR 8,078,229.00 to EUR 87,096,716.00 as compared to December 31, 2014. As at June 30, 2015 it is represented by 87,096,716 non-par value bearer shares.
The majority of the Company's shares are in free float.
The new shares generated from the capital increase were placed on the capital markets and sold at a price of EUR 13.00 per share. The issue proceeds exceeded the nominal share capital by EUR 94,822 k and were recognised in capital reserves. After having deducted placement costs of EUR 1,339 k caused by the share placements, the increase of the capital reserve amounted to a net EUR 93,483 k. Capital reserve
The share premium resulting from the partial conversion of the convertible bond amounted to EUR 243. It was also transferred to the capital reserve. The conversion of 156,000 profit participation rights resulted in an increase in the capital reserves of EUR 156 k
On June 30, 2015, the Company held no treasury shares. Treasury shares
This reserve includes the cumulated portion of the gain or loss on hedging instruments within the cash flow hedge that has been determined to be an effective hedge. The net change of EUR 1.747 k relates to reclassifications of cumulated devaluations of cash flow Cash flow hedging reserve
hedges, for which the forecasted and hedged transactions are no longer expected to occur due to a redemption of loans prior to their maturity.
As at June 30, 2015 alstria's total interest-bearing debt, which mainly consists of loan balances drawn and the convertible bond, amounted to EUR 890,394 k (December 31, 2014: EUR 895,086 k). The lower carrying amount of EUR 876,901 k (EUR 873,889 k non-current and EUR 3,013 k current) takes into account interest liabilities and transaction costs which are allocated according to the effective interest rate method at the time of taking out the loans in question. Financial liabilities with a maturity of up to one year are recognised as current loans.
After having exercised of the conversion rights for a notional value of EUR 200 k, an amount of EUR 79,200 k of the convertible bond remains included in the financial liabilities.
For a detailed description of the loans, loan terms and loan securities, please refer to the 'Financial liabilities' section in the interim Group management report for the first half of 2015 (see page 11) and Section 11.2 of the consolidated financial statements as at December 31, 2014.
Derivative financial instruments are comprised of interest swaps and caps. The purpose of these financial derivatives is to hedge the Group against interest rate risks arising from the Group's business activities and its sources of financing. In addition, they comprise an embedded derivative resulting from the issue of a convertible bond.
The fair value of the derivative financial instruments was determined by an independent expert by discounting the expected future cash flows at prevailing market interest rates.
For a more detailed description of the Group's derivative financial instruments and the presentation of their fair values please refer to page 8 and page 12 of the interim Group management report.
All of the Group's financial instruments, which are recognised in the balance sheet at fair value, are valued by applying the level 2-valuation approach. This, however, only applies to the Group's financial derivatives, as none of the other financial instruments are recognised in the balance sheet at fair value. The fair value determination of the Group's financial derivatives is based on forward interest rates, which are derived from observable yield curves.
| 2015 | 2014 | |
|---|---|---|
| Dividends on ordinary shares1) in EUR k (not recognised as a liability as at June 30) |
43,470 | 39,467 |
| Dividend per share (EUR) | 0.50 | 0.50 |
1) Refers to all shares at the dividend payment date.
The alstria office REIT-AG's Annual General Meeting held on May 6, 2015 resolved to distribute dividends totalling EUR 43,470 k (EUR 0.50 per outstanding share). The dividend was distributed on May 7, 2015.
In the period from January 1 to June 30, 2015, the Company on average employed 63 employees (January 1 to June 30, 2014: average of 62 people). The average number of employees was calculated based on the total number of employees at the end of each month. On June 30, 2015, 64 people (December 31, 2014: 63 people) were employed at alstria office REIT-AG, not including the Management Board.
A share-based remuneration system was implemented for members of the Management Board as part of alstria's success-based remuneration. The share-based remuneration is made up of a long-term component, the Long-Term Incentive Plan (LTI), and a short-term component, the Short-Term Incentive Plan (STI). The remuneration comprises both a cash-settled and a share-based component, respectively.
The development of the virtual shares until June 30, 2015 is shown in the following table:
| January 1 – December 31, 2014 (unaudited) |
|||
|---|---|---|---|
| LTI | STI | LTI | STI |
| 339,516 | 23,831 | 353,779 | 25,989 |
| 72,926 | 9,763 | 84,746 | 10,753 |
| –76,702 | –13,078 | –99,009 | –12,911 |
| 335,740 | 20,516 | 339,516 | 23,831 |
| January 1 – June 30, 2015 (unaudited) |
In the first half of 2015, the LTI and the STI generated remuneration expenses of a total balance of EUR 2,364 k (H1 2014: expenses of EUR 264 k). In addition they resulted in provisions amounting to EUR 3,218 k at the end of the reporting period (December 31, 2014: EUR 1,490 k). 76,702 virtual shares from the LTI and 13,078 virtual shares from the STI were exercised in the first quarter of 2015, resulting in payments of EUR 636 k. The Group recognises liabilities arising from vested virtual shares as an item within other provisions. Please refer to section 18 of the consolidated financial statements as at December 31, 2014 for a detailed description of the employee profit participation rights programme.
During the reporting period the following share-based payment agreements (certificates) were in place with respect to the convertible profit participation rights scheme as established by the Supervisory Board of alstria office REIT-AG.
| Granting date of tranche |
June 9, 2011 |
June 7, 2013 |
May 22, 2014 |
May 7, 2015 |
Total |
|---|---|---|---|---|---|
| January 1, 2015 | 59,500 | 96,800 107,250 | 0 | 263,550 | |
| Expired due to termina tion of employment |
0 | –300 | –1,000 | 0 | –1,300 |
| Converted | –59,500 –96,500 | 0 | 0 | –156,000 | |
| Newly granted certificates |
0 | 0 | 0 121,000 | 121,000 | |
| June 30, 2015 | 0 | 0 106,250 121,000 | 227,250 |
Number of Certificates
For a detailed description of the employee profit participation rights programme, please refer to section 19 of the consolidated financial statements as at December 31, 2014.
No significant legal transactions were executed with respect to related parties during the reporting period, with the exception of granting virtual shares to the members of the Company's Management Board, as laid out in detail in note 11.
After the end of the reporting period, i.e. June 30, 2015 a notarial purchase agreement for the sale of a property was concluded at a transaction price of EUR 12,800. Furthermore, a notarial purchase agreement to acquire a property at a transaction price of EUR 11.576, was signed at the beginning of the third quarter of the year.
At the Extraordinary General Meeting held on July 23, 2015 the shareholders of the Company decided a capital increase of up to 68.781.791 nominal value bearer shares by way of contribution in kind acting by a qualified majority.
As at June 30, 2015, the members of the Company's Management Board are:
Mr Olivier Elamine (Chief Executive Officer) Mr Alexander Dexne (Chief Financial Officer)
Pursuant to section 9 of the Company's Articles of Association, the Supervisory Board consists of six members, all of whom are elected by the Annual General Meeting of the shareholders. The term of office for all members expires at the close of the Annual General Meeting of the shareholders in 2016.
As at June 30, 2015, the members of the Supervisory Board are:
Mr Alexander Stuhlmann (Chairman) Dr Johannes Conradi (Vice-Chairman) Mr Benoît Hérault Mr Roger Lee Mr Richard Mully Ms Marianne Voigt
Hamburg, Germany, August 3, 2015
Olivier Elamine Alexander Dexne
Chief Executive Officer Chief Financial Officer
'We confirm that, to the best of our knowledge, the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group. Furthermore, we confirm that the group management report gives a true and fair view of business performance, including the results of operations and the economic position of the Group, and describes the main opportunities and risks and anticipated development of the Group in accordance with the applicable financial reporting framework.'
Hamburg, Germany, August 3, 2015
Olivier Elamine Chief Executive Officer
Alexander Dexne Chief Executive Officer
To the alstria office REIT-AG, Hamburg
We have reviewed the condensed interim consolidated financial statements of the alstria office REIT-AG, Hamburg, comprising the income statement, the balance sheet, statement of changes in equity, cash flow statement and selected explanatory notes, together with the interim group management report of the alstria office REIT-AG, Hamburg, for the period from January 1, 2015 to June 30, 2015, that are part of the semi annual financial report pursuant to Article 37w paragraph 2 WpHG [Wertpapierhandelsgesetz: German Securities Trading Act]. The preparation of the condensed interim consolidated financial statements in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, and of the interim group management report in accordance with the requirements of the WpHG applicable to interim group management reports, is the responsibility of the company's management. Our responsibility is to issue a report on the condensed interim consolidated financial statements and on the interim group management report based on our review.
We conducted our review of the condensed interim consolidated financial statements and of the interim group management report in accordance with the German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the review such that we can preclude through critical evaluation, with a certain level of assurance, that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, and that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports. A review is limited primarily to inquiries of company employees and analytical assessments and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot issue an auditor's report.
Based on our review no matters have come to our attention that cause us to presume that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, or that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports.
Hamburg, August 3, 2015
Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft
Signed Reiher Signed Blumhagen Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]
| ISIN | DE000A0LD2U1 |
|---|---|
| Symbol | AOX |
| Market segment | Financial Services |
| Industry group | Real Estate |
| Prime sector | Prime Standard, Frankfurt |
| Indices | FTSE EPRA/NAREIT Global Real Estate Index Series FTSE EPRA/NAREIT Europe Real Estate Index Series SDAX Index |
| Designated sponsors | Oddo Seydler Bank AG |
| June 30, 2015 | December 31, 2014 | ||
|---|---|---|---|
| Number of shares | thousand | 87,097 | 79,018 |
| thereof outstanding | thousand | 87,097 | 79,018 |
| Closing price1) | EUR | 11.56 | 10.30 |
| Market capitalisation | EUR k | 1,006,841 | 813,885 |
| Free float | percent | 96 | 95 |
| January 1 – June 30, 2015 |
January 1 – June 30, 2014 |
||
| Average daily trading volume (all exchange and OTC) 2) |
EUR k | 4,860 | 2,388 |
| thereof XETRA | EUR k | 3,069 | 1,215 |
| Share price: high1) | EUR | 13.85 | 10.01 |
| Share price: low1) | EUR | 10.55 | 8.30 |
1) Xetra closing share price.
2) Source: Bloomberg.
| November 3 | Publication of Q3 report |
|---|---|
| Interim report | |
| Publication of sustainability report |
Stay updated about our Investor Relations events. Visit our website www.alstria.com/investors
Ralf Dibbern
| Phone | +49 (0) 40 22 63 41-329 |
|---|---|
| Fax | +49 (0) 40 22 63 41-229 |
E-mail [email protected]
alstria office REIT-AG www.alstria.com [email protected]
Bäckerbreitergang 75 20355 Hamburg, Germany Phone +49 (0)40 226341-300 Fax +49 (0)40 226341-310
Friedrichstraße 19 40217 Düsseldorf, Germany Phone +49 (0)211 301216-600 Fax +49 (0)211 301216-615
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