Annual Report • Feb 12, 2015
Annual Report
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| Key figures | |
|---|---|
| The 2014 financial year | 3 |
|---|---|
| Letter to shareholders | 3 |
| Selected events from the reporting year | 6 |
| Report on the financial statements | 8 |
| About Mobimo | 10 |
| Business model | 12 |
| Strategy | 13 |
| Group structure | 14 |
| Milestones | 15 |
| Board of Directors/Executive Board | 16 |
| Sustainability report | 18 |
| Corporate governance and compensation report | 28 |
| Corporate governance | 30 |
| Compensation report | 42 |
| Report of the statutory auditor on the compensation report | 47 |
| Financial report | 48 |
| Consolidated annual financial statements | 50 |
| • Consolidated income statement | 50 |
| • Consolidated statement of comprehensive income | 51 |
| • Consolidated balance sheet • Consolidated cash flow statement |
52 54 |
| • Consolidated statement of changes in equity | 55 |
| • Notes to the consolidated financial statements | 56 |
| Property portfolio details | 104 |
| • Trading property details | 104 |
| • Commercial property details | 106 |
| • Development property details • Residential property details |
108 114 |
| • Details of investment properties under construction | 116 |
| • Owner-occupied property details | 116 |
| • Co-ownership details | 116 |
| Report of the statutory auditor on the consolidated financial statements |
119 |
| Valuer's Report | 120 |
| EPRA key performance measures | 124 |
| Annual financial statements of Mobimo Holding AG | 128 |
| • Balance sheet | 128 |
| • Income statement | 130 |
| • Note to the annual financial statements • Proposed appropriation of profit |
131 134 |
| Report of the statutory auditor on the financial statements | 135 |
| Share and bond information | 136 |
| Contact addresses | 138 |
| 31. 12. 2014 | 31. 12. 2013 | ||
|---|---|---|---|
| Commercial investment properties | CHF million | 1,380.5 | 1,167.0 |
| Residential investment properties | CHF million | 526.9 | 410.7 |
| Commercial development properties | CHF million | 243.0 | 383.3 |
| Residential development properties | CHF million | 319.3 | 410.9 |
| Total properties | CHF million | 2,469.7 | 2,371.9 |
| Investment property vacancy rate | 5.4% | 3.9% | |
| Income from rental of investment properties | CHF million | 104.5 | 94.2 |
| Gross yield from investment properties | 5.6% | 5.7% | |
| Net yield from investment properties | 4.5% | 4.6% |
⁵ Other use mainly comprises car parks and ancillary uses
¹ Including owner-occupied properties in Küsnacht, Aarau and Lausanne
² Including commercial property under construction (investment property under construction) Horgen, Seestrasse 93 (Grob site) as own-portfolio development
³ Including residential properties under construction (investment properties under construction) Lausanne, Rue Voltaire; Regensdorf, Schulstrasse/Riedthofstrasse/Feldblumenstrasse and Zurich, Letzigraben as own-portfolio developments
⁴ Breakdown of target rental income by type of use (overall portfolio without trading properties)
⁶ Breakdown of fair values/carrying amounts of properties by economic area (overall portfolio)
| Mobimo financial figures | 31. 12. 2014 | 31. 12. 2013 | |
|---|---|---|---|
| Net rental income Net income from revaluation1 Profit on sale of trading properties and services |
CHF million CHF million CHF million |
87.6 3.8 24.9 |
78.9 25.2 31.6 |
| Operating result (EBIT) | CHF million | 97.6 | 119.4 |
| Profit Profit (attributable to the shareholders of Mobimo Holding AG) Return on equity2 Profit (attributable to the shareholders of Mobimo Holding AG) |
CHF million CHF million |
63.2 62.2 5.2% |
81.6 81.6 7.1% |
| not including revaluation Return on equity not including revaluation3 |
CHF million | 60.2 5.1% |
62.6 5.4% |
| Ø Discount rate for revaluation Ø Rate of interest on financial liabilities of the period Ø Residual maturity of financial liabilities |
Years | 4.39% 2.5% 8.6 |
4.46% 2.7% 7.7 |
| Equity ratio Net gearing4 |
44% 87% |
46% 84% |
|
| Headcount | |||
| Ø Headcount (full-time basis of the period) | 101.6 | 90.1 | |
| Mobimo share figures | |||
| No. of shares outstanding5 Earnings per share Earnings per share including operating revaluation, not including market-driven revaluation1 |
CHF CHF |
6,214,983 10.00 9.93 |
6,212,330 13.14 10.64 |
| Earnings per share not including revaluation Distribution6 |
CHF CHF |
9.69 9.50 |
10.09 9.50 |
| Nominal value per share NAV per outstanding share after options7 Share price as at 31 December Dividend yield (distribution yield)6 Payout ratio8 |
CHF CHF CHF |
29.00 195.93 199.20 4.8% 95% |
29.00 200.01 186.10 5.1% 72% |
| Share capital Market capitalisation as at 31 December Equity as at 31 December |
CHF million CHF million CHF million |
180.3 1,238.3 1,222.5 |
180.2 1,156.5 1,241.1 |
The following shareholders held 3 % or more of the share capital as at 31 December 2014:
Free float as at 31 December 2014: 100 % (as per SIX Swiss Exchange definition)
¹ An overall CHF 2.9 million of the positive revaluation income is based on operating performance. Of this figure, CHF 5.8 million resulted from investment properties under construction, while CHF –2.9 million stems primarily from other aspects of operating performance. An additional CHF 0.9 million was generated from market-related adjustments
² Profit (attributable to the shareholders of Mobimo Holding AG) in relation to average equity (attributable to the shareholders of Mobimo Holding AG; equity at 1 January plus capital increase/reduction) for the period under review
³ Profit (attributable to the shareholders of Mobimo Holding AG) not including revaluation (and attributable deferred tax) in relation to average equity (attributable to the shareholders of Mobimo Holding AG; equity at 1 January plus capital increase/reduction) for the period under review
⁷ Assuming all options granted are exercised. As at 31 December 2013, the effect of the conversion of the convertible bond that was outstanding at the time was also taken into account
⁸ Payout ratio: distribution ÷ earnings per share (distribution paid out for 2014 in accordance with the proposal to the General Meeting)
Christoph Caviezel, CEO Georges Theiler, Chairman of the Board of Directors
We are delighted to be able to report that we enjoyed another good financial year. In view of our reported profit of CHF 63.2 million, we are down on the extraordinarily profitable prior year, as was expected. This said, we are in a position to continue with our attractive dividend policy. The basis for Mobimo's continued good business performance in 2014 was provided in particular by the expected boost in rental income and strong profits from sales and project development.
The anti-immigration and Ecopop initiatives, the regulatory measures implemented and announced by the Federal Council, FINMA and the Swiss National Bank, the restraint shown by banks, together with a number of critical media reports on the real estate market, did not leave market participants unaffected. An actual cooling of the real estate market was, however, only noticeable in sub-segments. The desire to own residential property continues unabated, not least driven by even lower financing costs. In this respect, Mobimo is well positioned in the mid-price segment, offering modern products in central locations, and is pleased with the ongoing high level of interest in such products. The sales process is once again taking more time and requiring greater consulting effort, however. While patience is required as regards the absorption rate in the saturated luxury segment, demand for rental apartments continues to remain high, including at the higher end of the market. The sideways trend in the market for office and commercial space is unchanged, with retail in particular still feeling the effects of fierce competition. Transaction prices for investment properties remain high, with many market participants generating a great deal of demand. Thanks to its diversified and flexible approach, Mobimo is well positioned with its strategy in this environment.
We handed over both the Pépinières multi-functional building in Lausanne and the retirement home and residential development next to the railway station in Affoltern am Albis (Zurich) to tenants in the first half of the year. The Station 595 project in Badenerstrasse in Zurich – another office building that was successfully converted into condominiums and studios by Mobimo – and the Collina condominiums in Zurich-Witikon were completed in autumn. Construction began at the start of the year on the Letzihof residential development in Zurich, while major progress has also already been made on the Sonnenhof residential development in Regensdorf (Zurich). Work began in the second half of the year on the realisation of the development in the Aeschbachquartier in Aarau and on the creation of condominiums in the town of Lucerne. Demolition work and environmental remediation measures began in preparation for the development of the groundbreaking residential construction project on the Labitzke site in Zurich-Altstetten. This site was the focus of constant media coverage due to its occupation by activists, a situation we tolerated for some time, during the planning phase. The building permit was issued at the end of the year. In Investments for Third Parties, the foundation stone was laid for the new 3M EMEA headquarters in Langenthal. Shortly before the end of the year, the completed residential development project in the Hochbord district of Dübendorf (canton of Zurich) was handed over to the commissioning party.
The completion and handover of the various rental properties in the prior year and the year under review resulted, as expected, in strong growth in rental income in 2014. This means that income streams continue to stabilise in line with our targets. Income from rental properties totalled CHF 105.1 million, exceeding the 100 million-mark for the first time, and was 11% above the prior-year level. In addition to the completion of buildings for our own use, we added a major, fully let office complex in Friesenbergstrasse in Zurich to our portfolio in the first quarter. In this building, we will continue to accumulate experience of facility management services, with these services being offered within the framework of a joint venture. In addition, five smaller properties were sold. The value of the investment properties totalled CHF 1,908 million as at the end of the period under review (prior year: CHF 1,578 million), which corresponds to 77% (prior year: 67%) of the overall portfolio of CHF 2,470 million.
Income from trading properties and services are understandably volatile. After the result of these business activities was only just balanced in the first half of the year, positive net income of almost CHF 25 million was achieved as at the end of the year (in comparison: CHF 32 million was generated in 2013 and CHF 22 million in 2012). In addition to a considerable number of transfers of condominium ownership, the Investments for Third Parties business area also made a major contribution to results and has thus developed into an important source of income.
In comparison with previous years, a considerably lower revaluation result of CHF 3.8 million was recorded in 2014. The share of revaluation gains accounted for by market factors had little impact on the result. In the future, we will continue to be able to generate revaluation gains from the development of our own portfolio; however, we no longer anticipate valuation increases in relation to the discount rate in the near future.
Following the departure of Executive Board member Peter Grossenbacher, a decision was taken to merge Portfolio Management and Investments for Third Parties under the new heading of Real Estate. Thomas Stauber, who has been a member of the Mobimo Executive Board since November 2011 and is responsible for the successful establishment of the Investment for Third Parties business area, took over as head of the new unit with effect from 1 July 2014. Headcount at Mobimo grew in the year under review, with the company now employing more than 100 FTEs for the first time ever. This occurred in line with portfolio growth. This strong team will allow us to meet the challenge posed by the further growth of the company.
The capital market has a lot of confidence in Mobimo. In the year under review, we placed a seven-year bond and a ten-year bond, totalling CHF 350 million. The 2010 – 14 convertible bond was repaid as at 30 June 2014. The Group therefore remains extremely solidly financed over the long term at good conditions. Today, around 50% of liabilities consist of bank liabilities and bonds. Mobimo's equity ratio as at the end of the year was a comfortable 44%.
Paul Rambert, a long-serving member of the Board of Directors and successful former CEO of LO Holding, will not make himself available for re-election after reaching the internal age limit. The Board of Directors is delighted to be able to put forward Peter Barandun as a worthy successor for election.
We will propose to the General Meeting the distribution of an unchanged dividend of CHF 9.50 per share from capital contribution reserves. This will ensure that our share continues to pay a return of around 4.8 % based on its price at the end of 2014.
Alongside the current macroeconomic environment and increasingly stricter regulation, growth-impeding factors that are lessening the demand for office space in particular are now emerging. The Board of Directors and the Executive Board are therefore cautiously optimistic as regards the future development of the Swiss real estate market. Mobimo will benefit from its flexibility and lean organisation in a real estate market that is normalising once again. The growing proportion of investment properties in good, central locations is providing us with the required stable growth in rental income, and opportunities for the development of condominiums and for third parties remain good, too.
Thank you for the trust you have placed in our company.
Chairman of the CEO Board of Directors
Georges Theiler Christoph Caviezel
The OVA business and residential hub was developed on the site of the former fruit processing plant in Affoltern am Albis between 2011 and 2014. The scheme was designed specifically with a view to achieving ideal integration into the local environment. For example, Yves Netzhammer's art installation "Die Sprache spielt Zeit oder Fabelhaft war der Apfelsaft" [Language From Another Time or Scrumptious Was the Apple Juice] pays tribute to the site's apple-based history.
In addition to cultural aspects, the development also integrates the sustainable use of resources. All apartments are Minergie-certified, and the 2000-Watt Society's aims with regard to the appropriate and sustainable use of resources can be achieved without
compromising residents' quality of life at all. Finally, the site's location near the railway station rounds off its strong sustainability profile.
A total of 25,000 m² has been made available for industrial and service companies together with Hess Investment AG. Mobimo has also invested in assisted living facilities for the elderly and a retirement home, both operated by Senevita AG. Space has also been found on the former OVA site for 42 rental apartments. This colourful mix of occupants and service providers, combined with numerous areas of shared green space, are helping make OVA a vibrant, flourishing quarter.
The property at Badenerstrasse 595 was once the company headquarters of the well known firm Ruf AG. The place where bank employees once worked is now home to fashionable loft apartments of a very special kind. Zurich's Badenerstrasse is situated in Altstetten, a district that is being completely revitalised and rapidly turning into one of Zurich's most fashionable areas. The conversion project has managed to capture both urban flair and the city lifestyle.
"Station 595" is a property steeped in history that offers 41 loft apartments and 19 studios over 5,160m² of gross living area. These exceptional apartments are the brainchild of Zurich architect Silva Ruoss. The studios are situated on the side facing the Badenerstrasse, while the loft apartments face into the leafy inner courtyard. The building's design has allowed scope to be created for the attic level and for generous terraces. The unique, airy apartments with ceiling heights of over three metres are geared to a self-assured public looking for something out of the ordinary. Ten loft apartments are still available for sale. The studios are already sold out.
Zurich's "Collina" was developed some 200 metres above the Witikon district of Zurich's city centre. The property is situated in a picturesque environment with plenty of green and wooded areas. The panorama view is breathtaking, stretching from the lake of Zurich as far as the Glarus, Uri and Bernese Alps.
The two apartment buildings with 17 condominium apartments offer 2,150 m² of net living space and have been built in accordance with the Minergie-eco standard. The different sizes of apartments on offer (3.5 room to 5.5 room) ensured that the buildings appealed to a broad spectrum of buyers. Only one apartment remains to be sold.
Mobimo can look back on an extremely successful development of its investment portfolio. In the year of the initial public offering in 2005, the portfolio generated rental income of a total of CHF 46 million. At the end of 2005, the investment portfolio (not including properties in construction) amounted to a total value of CHF 749.1 million. In geographic terms, the investment portfolio was broken down over the various economic areas as follows: Zurich 63 %, North-western Switzerland 17 %, Eastern Switzerland 12 %,Central Switzerland 7 %and French-speaking Switzerland 1%. In terms of rental income potential by type of use, the investment portfolio was composed of: 44 %office space, 31%industry and retail, 8 %residential and 18 %other use. Quality and scale have been continually increased thanks to active portfolio management, successful acquisitions and divestments and, since 2008, with the very successful development of new investment properties for the company's own portfolio. As at the end of 2014, the investment portfolio boasted an excellent level of diversification over the main economic areas in Switzerland, with 47 % in Zurich, 33 %in French-speaking Switzerland, 9 %in North-western Switzerland, 7 % in Eastern Switzerland and 4 %in Central Switzerland. The strategic goal of achieving a balance in terms of type of use was reflected clearly in the distribution of rental income in 2014, with 34%coming from office use, 29 %from industry, hotel and retail use, 22 %from residential use and 15%from other use. As at year-end, the value of the investment portfolio amounted to CHF 2,106.2million, with rental income of CHF 105 million generated in 2014. This represents an increase in rental income of 11%versus the 2013 financial year and a rise of 125%on 2005, generated from a high-quality portfolio with an excellent level of diversification in terms of geographic location and use. A residential component of 30 % is targeted over the medium term.
in CHF million
Rental income generated from residential properties
Mobimo Suisse Romande is continuing with the development of the Flon district in the heart of Lausanne. The trendy quarter offers its many visitors a wide range of businesses and services, as well as leisure and cultural opportunities.
June 2014 saw the opening of a new building complex in the district. The complex comprises three buildings that together form Pépinières (which in English means a nursery), with a combined area of some 7,600m². The main building is dominated by the imposing façade, which at night is illuminated by energy-saving LEDs. The amorphous structures are based on the plant world and create a fitting link to the verdant roof garden. This oasis of tranquillity is open to the public and serves as a quiet haven away from the otherwise lively atmosphere of the newly opened Pépinières complex.
The three buildings house a disco, a ten-lane bowling alley, a bar and three restaurants, all providing access to the 180 m² wooden terrace that looks out over the Esplanade du Flon. Other parts of Pépinières are occupied by the Conservatoire de la Haute École de Musique (HEMU Jazz), with some 1,800 m² of classroom and rehearsal space. The complex is also home to the BCV Concert Hall, a multi-functional auditorium with over 250 seats that will host music concerts.
Mobimo can look back on another successful financial year, shaped by strong growth in rental income, solid income from the sale of trading properties and services and successful sales of smaller individual properties. A total of CHF 3.8 million in income from revaluation (prior year: CHF 25.2 million) was recorded in 2014. The market-related valuation result for investment properties is well down on the previous year, as the average discount rate applied remained practically unchanged. Accordingly, this produced revaluation income resulting from market-related adjustments of CHF 0.9 million (prior year: CHF 7.2 million and CHF 13.5 million from the first-time application of IFRS 13).
Before revaluation, Mobimo posted a solid profit (excluding noncontrolling interests) of CHF 60.2 million, which is on a par with the prior-year level. At CHF 62.2 million, profit including revaluation (excluding non-controlling interests) was below the record prioryear level of CHF 81.6 million as expected. Overall, Mobimo posted a profit of CHF 63.2 million (prior year: CHF 81.6 million).
With EBIT before revaluation of CHF 93.8 million (prior year: CHF 94.1 million) and EBITDA before revaluation of CHF 95.7 million (prior year: CHF 95.7 million), both elements were on a par with the prior year. Including revaluation, EBIT came in at CHF 97.6 million (prior year: CHF 119.4 million) and EBITDA at CHF 99.5 million (prior year: CHF 120.9 million).
The portfolio growth and the expansion of the Investments for Third Parties area led to a targeted strengthening of the teams in Küsnacht and Lausanne. As a result, the number of FTEs increased to 102.9 (prior year: 95.8) Despite this, personnel expense remained practically unchanged versus the previous year at CHF 20.4 million (prior year: CHF 20.7 million).
The number of shares issued increased slightly in the 2014 financial year to 6,216,606 (prior year: 6,214,478) as a result of options exercised. A total of 1,602 options that may be exercised in the future following the expiry of the vesting period thus remain outstanding. In 2014, earnings per share excluding revaluation amounted to CHF 9.69 (prior year: CHF 10.09); the amount including revaluation was CHF 10.00 (prior year: CHF 13.14). The attractive Mobimo dividend distribution policy can thus be continued for the 2014 financial year. As at 31 December 2014, net asset value (NAV) per share amounted to CHF 195.97 (prior year: CHF 199.21), while diluted NAV per share stood at CHF 195.93 (prior year: CHF 200.01). The difference versus the prior year resulted in particular from valuation changes in respect of benefit obligations pursuant to IAS 19 and interest rate swaps (hedge accounting) recognised in equity. As a result of falling interest rates, benefit obligations were valued with a substantially lower discount rate at year-end and there was a negative valuation difference on interest rate swaps. The Mobimo share closed at CHF 199.20 on 31December 2014.
With an equity ratio of 44% as at 31 December 2014 (prior year: 46 %), Mobimo continues to have a very solid capital base. The average residual term of financial liabilities as at the reporting date was 8.6 years (prior year: 7.7 years) and therefore still in the longterm target range. The average interest rate for financial liabilities was 2.51% during the 2014 financial year, compared with 2.72 % in the previous year. As at the reporting date on 31 December 2014, the average interest rate had fallen further and stood at 2.42 %. Mobimo will continue to use the attractive interest rate environment to keep interest rates low in the long term.
Two further bonds were successfully placed in 2014: on 19 May, a bond worth CHF 200 million with a term of seven years and a coupon of 1.625%, and on 16 September, a bond worth CHF 150 million with a term of ten years and a coupon of 1.875%. The convertible bond for an amount of CHF 169 million still outstanding was repaid at the end of the term on 30 June 2014.
The value of the overall portfolio increased to CHF 2,470million (prior year: CHF 2,372million) as at year-end. The portfolio of trading properties contained therein as at 31 December 2014 declined by CHF 47 million versus the previous year to CHF 205 million (prior year: CHF 253 million). This decline was primarily the result of transfers of ownership in connection with the "Im Brächli" and "Badenerstrasse" residential projects in Zurich, as well as the transfer of the land at Herrliberg, Rigiweg and Dübendorf, Sonnentalstrasse. The portfolio of development properties was reduced as planned to CHF 562 million (prior year: CHF 794 million), bringing this segment's share of the overall portfolio to 23 % (prior year: 33 %).
A slightly lower average discount rate of 4.39 % (prior year: 4.46 %) was applied to real estate valuations as at the end of the year. Revaluation resulted in income of CHF 3.8 million overall (prior year: CHF 25.2 million, including the effect of CHF 13.5 million from the first-time application of IFRS 13).
Income from rentals increased by 11% to CHF 105.1 million (prior year: CHF 95.1 million) in the 2014 financial year. The following investment properties were transferred to the portfolio following completion:
The five properties have potential rental income (target rental income) of more than CHF 14 million per year. The addition of these properties increased the share of rental income from residential usage to 22 % as at 31 December 2014 (prior year: 20 %).
Net rental income of CHF 87.6 million (prior year: CHF 78.9 million) is likewise up 11% on the prior year. The net yield generated on the investment properties in the 2014 financial year was 4.5% (prior year:4.6 %). As at 31 December 2014, the vacancy rate was higher than the very low rate of the previous year at 5.4 % (prior year: 3.9 %). The increase in the vacancy rate can be attributed, in particular, to the rental properties completed during the year under review that are not yet fully let.
As expected, income from the sale of trading properties and services was lower in 2014 than in the previous year at CHF 157.4 million (prior year: CHF 214.5 million). The lower level of income can be explained in particular by the significantly smaller number of residential properties from completed condominium projects ready for the transfer of ownership. Ownership of 68 residential properties (prior year: 194 residential properties) was transferred in 2014. Overall, net income from the sale of trading properties and services amounted to CHF 24.9 million (prior year: CHF 31.6 million).
This result is primarily due to the transfer of ownership of residential properties from the following projects:
and the transfer of the two plots as investments for third parties:
As at 31 December 2014, notarised sales agreements with a value of around CHF 50 million had been concluded for condominium units. These will generate proceeds when ownership of the residential properties is transferred. The implementation of all of the condominium construction projects is progressing as planned.
The targeted development of residential and commercial properties for the company's own portfolio continually drives the growth of Mobimo's investment portfolio, and the quality of the portfolio is further optimised with the newly completed investment properties. As at 31 December 2014, the following properties from the project pipeline and for the company's own portfolio were either under construction or at the completion stage:
The investment volume of the properties under construction totals around CHF 210 million. Furthermore, the following projects for the company's own investment portfolio with a total investment volume of CHF 710 million are being planned:
The properties under construction and being planned will create additional potential rental income for the company's own portfolio of over CHF 50 million a year.
In addition to the projects being planned, Mobimo is also the development partner of the towns of Biel and Nidau for the AGGLOlac project and partner of the company Rheinmetall in the development of a site in Zurich-Oerlikon. As part of these developments, there are additional opportunities to enhance the company's own portfolio with attractive investment properties.
As at 31 December 2014, the project portfolio included the following project in the new Investments for Third Parties business area:
Langenthal, Kühlhausstrasse
On this site, residential and commercial properties will be realised in conjunction with third-party investors. The planned investment volume totals around CHF 100 million.
Manuel Itten, Chief Financial Officer
Project "Investments for Third Parties" Rental apartments/commercial
Dübendorf, "Sonnental" Sonnentalstrasse
Mobimo Holding AG was established in Lucerne in 1999 and has been listed on the SIX Swiss Exchange since 2005. Today, Mobimo is one of the leading real estate companies in Switzerland. Following the merger with LO Holding Lausanne-Ouchy SA at the end of 2009, it now ranks as one of the biggest market players in both German-speaking and French-speaking Switzerland.
With a solid financing base and equity of not less than 40 % of total assets, Mobimo plans, builds and maintains yield-oriented investment properties and realises development properties offering attractive potential gains.
Based on its three core competencies – buying/selling, development and portfolio management – Mobimo has successfully built up a premium investment portfolio comprising commercial, industrial and residential properties and generating broad-based rental income with steady returns. A well-stocked project pipeline provides a steady supply of new investment properties to be held in the portfolio or sold to third-party investors, along with attractive condominium apartments which, when sold, will generate capital gains.
As at 31December 2014, the real estate portfolio comprised 115 properties with a value of approximately CHF 2,470 million, which breaks down into CHF 1,908million for investment properties and CHF 562 million for development properties. The portfolio mix is optimised on an ongoing basis, and the residential component is gradually being increased through the planning and construction of investment properties for the company's own property portfolio.
Around three-quarters of the real estate portfolio is invested in investment properties which are broadly diversified in terms of both location and use. The rentable area of 500,000 m² generated potential rental income of around CHF 114 million p.a. as at 31 December 2014. This means that a high proportion of revenues are stable and predictable. The company's own portfolio management team ensures close proximity to the market, and this enables Mobimo to react swiftly to any changes in the market.
Mobimo is currently planning and realising investment properties (CHF 920 million) and condominiums (CHF 340 million) with a total investment volume of around CHF 1,260 million.
In addition to these developments, Mobimo also offers development services for third parties up to and including turn-key real estate investments for institutional and private investors. Area, site and project developments are turned into reality in a way which meets the needs of the market and is sustainable. Cooperation with partners takes a number of different forms and is structured in line with requirements and depending on the stage reached.
Mobimo has consistently generated a high dividend. Since the initial public offering in 2005, CHF 9.00 has been paid out to Mobimo shareholders each year in the form of a withholding-tax-exempt nominal value repayment or capital repayment. The dividend was increased to CHF 9.50 for the 2013 financial year and this same amount will be proposed to the General Meeting for the 2014 financial year. The average annual dividend yield (nominal value repayment or capital repayment) over the past five years has been around 4.6 % calculated on the basis of the respective year-end price of the share.
Mobimo's business model sets it apart from its competitors.
Mobimo strives to grow its real estate portfolio on a step-by-step basis. This growth takes place primarily through the construction of investment properties for the company's own portfolio as well as through the acquisition of individual properties and portfolios. Growth may also be achieved via company takeovers.
The decision to grow is taken when the elements of price, location and future prospects come together in such a way as to create value for shareholders. Mobimo invests in promising locations in Switzerland. We see these primarily as the economic areas of Zurich and Lausanne/Geneva, together with those of Basel, Lucerne/Zug, Aarau and St. Gallen. Investments are only made in sustainably good locations.
Over the medium term, the investment portfolio comprises approximately one-third residential usage, one-third office usage and one-third other commercial usage.
The real estate portfolio is optimised on an ongoing basis. Value is rigorously maintained and increased by cultivating relationships with tenants, ensuring a high level of occupancy, optimising costs and implementing effective marketing strategies.
Real estate development focuses on the following areas:
For Mobimo, sustainability means striking a balance between generating profits today and preserving and enhancing value over the long term.
Quality of life is reflected in the design of our living, leisure and working spaces. In addition to economic considerations, Mobimo also incorporates environmental and socio-cultural factors into its activities. This results in added value for both shareholders and the users of Mobimo properties.
Mobimo can borrow on both a short and long-term basis. Equity should amount to at least 40 % of total assets.
Mobimo shares are characterised by steady value growth and regularly attractive payouts.
| Mobimo Holding AG | |||
|---|---|---|---|
| Mobimo Management AG / Mobimo Management SA |
Share capital: CHF 180.3 million Paul Rambert, Peter Schaub Statutory auditor: KPMG AG |
BoD: Georges Theiler, Daniel Crausaz, Brian Fischer, Bernard Guillelmon, Wilhelm Hansen, Executive Board: Christoph Caviezel, Manuel Itten, Andreas Hämmerli, Thomas Stauber |
|
| Share capital: CHF 0.1 million | |||
| Holding: 100 % | JJM Participations SA | LO Holding Lausanne-Ouchy SA |
Immobilien Invest Holding AG |
| Share capital: CHF 6 million Holding: 100 % |
Share capital: CHF 12 million Holding: 100 % |
Share capital: CHF 0.15 million Holding: 75% |
|
| Mobimo AG | LO Immeubles SA | Petit Mont-Riond SA | |
| Share capital: CHF 72 million Holding: 100 % FM Service & |
Share capital: CHF 2 million Holding: 100 % |
Share capital: CHF 0.05 million Holding: 75% |
|
| Dienstleistungs AG¹ Share capital: CHF 0.1 million Holding: 50 % |
O4Real AG Share capital: CHF 1 million Holding: 100 % |
||
| Parking du Centre SA | |||
| Share capital: CHF 6 million Holding: 50 % |
|||
| Flonplex SA | |||
| Share capital: CHF 2 million Holding: 40 % |
¹ Note 23, page 80
On 15 October 1997, Alfred Meili, together with private banker Karl Reichmuth and other investors, founds Mobimo AG, with its registered office in Lucerne. The company's share capital is CHF 36 million, on top of which another CHF 36 million is provided in the form of shareholder loans.
Mobimo Holding AG, Lucerne, is founded on 27 December 1999. Its share capital is CHF 73 million.
Under a private placement in October 2000, Mobimo Holding AG's share capital is increased to CHF 181 million.
On 23 June 2005, Mobimo Holding AG is successfully listed on the SIX Swiss Exchange. The issue volume is CHF 112 million.
On 8 June 2006, Mobimo conducts a capital increase of CHF 143 million. At the end of June 2006, its share capital stands at CHF 225 million and its shareholders' equity at CHF 596 million.
A further capital increase of CHF 149 million takes place on 4 June 2007. As at 30 June 2007, Mobimo's shareholders' equity is CHF 757 million.
The newly formed Board of Directors, headed by Chairman Urs Ledermann, and the Executive Board, headed by CEO Christoph Caviezel, review the company's strategy and direction.
Mobimo Holding AG's exchange offer for LO Holding Lausanne-Ouchy SA is successfully completed on 9 November 2009. The share capital is increased by CHF 27 million in order to carry out the conversion
In June, Mobimo Holding AG successfully completes a CHF 175 million convertible bond issue, maturing on 30 June 2014.
A further capital increase of approximately CHF 193 million is conducted on 6 December 2011. Mobimo Holding AG issues 1,028,350 new registered shares, which are traded on the SIX Swiss Exchange for the first time on 7 December 2011.
Georges Theiler is appointed as the successor to Urs Ledermann; the experienced member of the Board of Directors assumes the role of Chairman of Mobimo Holding AG in September.
On 29 October 2013, Mobimo Holding AG issues a CHF 165 million fixed-rate bond with a coupon of 1.5% and a five-year term.
On 19 May 2014, Mobimo Holding AG issues a CHF 200 million fixed-rate bond with a coupon of 1.625% and a seven-year term.
On 16 September 2014, Mobimo Holding AG issues a CHF 150 million fixed-rate bond with a coupon of 1.875% and a seven-year term.
Visit to the "Sonnenhof" construction site in Regensdorf
Member of the Board of Directors Chairman of the Audit & Risk Committee Member of the Nomination & Compensation Committee
Vice Chairman of the Board of Directors Chairman of the Real Estate Committee
Secretary of the Board of Directors
Member of the Board of Directors Member of the Audit & Risk Committee Member of the Nomination & Compensation Committee
Chairman of the Board of Directors Member of the Real Estate Committee
Member of the Board of Directors Member of the Real Estate Committee
Member of the Board of Directors Member of the Audit & Risk Committee
Member of the Board of Directors Chairman of the Nomination & Compensation Committee
Mobimo is publishing its fourth sustainability report in 2014. the aim of which is to show the company's sustainability performance. Sustainability offers results both in terms of quality and quantity. Mobimo believes it is important to document these results using the most objective criteria. This is achieved by applying national and international standards and labels, not only to property development and realisation but also to communication.
The annual report contains a brief summary showing a number of key figures and project reports. The complete report is available on the website. The report is drawn up in accordance with GRI G4 Guidelines.
Sustainability performance is measurable and has an impact on the environment, society and economy.
Environmental aspects play a key role both in the real estate sector in general and for Mobimo in particular. In 2011, Mobimo defined energy and emissions targets for 2016. These include increasing energy efficiency, using renewable energies and reducing emissions (see table below). Key figures for energy consumption and emissions are externally audited (Independent Assurance Report). The proportion of energy-efficient real estate in the investment portfolio is growing each year (Minergie standard).
The project reports demonstrate how environmental aspects are implemented. Newly developed or renovated properties fulfil the Minergie standard as a minimum requirement. The Aeschbachquartier being created in Aarau is the first DGNB-certified district in Switzerland (silver pre-certification). DGNB is an internationally recognised and comprehensive certification system used to objectively describe and assess the sustainability of buildings and districts. The renovation of "Horizon" in Lausanne combines energy quality in a harmonious synthesis with visual quality – architectural lines, clarity, transparency and elegance – and functional quality, which gives this proud building its unique character.
The development of properties and sites is and will remain a key sustainability goal. Major projects can have a marked effect on townscapes, social interaction and demographic structures. Mobimo has established expertise in this area (e.g. Lausanne, Zurich, Aarau). As shown by the projects, Mobimo implements overall concepts that are always in keeping with the local culture and community. – Mobimo views artwork on buildings as a social responsibility. And with the launch of Mobimo & Art, the company is strengthening its commitment to this area (e.g. Horizon, Collina).
High customer satisfaction is the aim. This is measured for buyers and tenants on an annual basis by an independent third party and used for quality assurance. Shareholders benefit from good performance and a stable dividend. Suppliers are selected on the basis of criteria such as local connections, short paths (70 – 80 % of purchases are from regional and national suppliers) and compliance with quality, market and sustainability requirements.
Mobimo is only able to deliver its sustainability performance and achieve its targets thanks to its highly qualified employees. Expertise in and passion for real estate are the promises that Mobimo aims to live up to in the market. To ensure its success, Mobimo needs to constantly develop itself further as an attractive employer. The sustainability report provides a variety of information on the company's employees.
Mobimo uses a range of communication tools and methods to ensure targeted customer information and clear product communication. There is now a Mobimo app for first-time lettings and condominiums, which allows users to "virtually furnish" a property to scale with the floor plan. Sustainability communication is based on internationally recognised standards (GRI, CDP).
As a listed company, business success is of central importance to Mobimo. Mobimo develops and realises real estate in central locations in Switzerland with good public transport links that offer medium to long-term value creation for shareholders and stakeholders. Performance and value preservation are closely entwined with sustainability principles.
| 2011 (base year) | 2014 (ACTUAL) | 2016 (TARGET) | |
|---|---|---|---|
| Energy-consuming space (m²) | 401,392 | 433,267 | 454,517 (+13%) |
| Energy consumption – electricity, heating (MWh) | 85,947 | 83,656 | 82,208 (–4%) |
| Energy intensity (kWh/m²) | 214 | 193 | 181 (–16%) |
| Emissions (tCO₂eq), Scope 1+2 | 13,931 | 13,254 | 12,816 (–8%) |
| Emissions intensity (kg CO₂eq/m²) | 35 | 31 | 28 (–19%) |
| Verification: Independent Assurance Report, available on our website |
The certification of all new development properties ensures that the buildings fulfil the Minergie standard as a minimum requirement (energy efficiency). This enhances the portfolio on a continuous basis.
The proportion of certified buildings in the portfolio is increasing every year (up 3.2 % compared to 2013).
The high quality of properties, services and customer relationships play a key role for our good results.
Mobimo outsources its customer satisfaction surveys to an independent external partner.
Since its initial public offering in 2005, Mobimo has paid out a high dividend to its shareholders of CHF 9.00 (CHF 9.50 since 2013) each year in the form of a withholding tax-exempt nominal value repayment or capital repayment.
The number of employees has risen by 5%. The percentage of women in the company remains high up to middle management level (2014: 57.76 %).
As in 2013, 72 % of the people employed at Mobimo are full-time employees and 28 % part-time employees.
100 %
Development properties (+6 %)
Certified Not certified
77.8 %
22.2 %
Investment properties (+3.2 %)
| Deve l opment properties (buyers) | 84 | |
|---|---|---|
| Investment properties (tenants) | 84 | |
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Dividend (CHF) | 9.50 | 9.50 |
| Share price (CHF) | 199.20 | 186.10 |
| 2014 | 2014% | 2013 | 2013% | |
|---|---|---|---|---|
| Küsnacht TOTAL | 89 | 80.18 | 86 | 81.13 |
| Küsnacht M | 39 | 35.14 | 37 | 34.91 |
| Küsnacht F | 50 | 45.04 | 49 | 46.22 |
| Lausanne TOTAL | 22 | 19.82 | 20 | 18.86 |
| Lausanne M | 9 | 8.11 | 8 | 7.54 |
| Lausanne F | 13 | 11.71 | 12 | 11.32 |
| Overall TOTAL | 111 | 100 | 106 | 100 |
| Total M | 48 | 43.25 | 45 | 42.45 |
| Total F | 63 | 56.75 | 61 | 57.55 |
Real Estate Committee (the highest decision-making body)
The full Sustainability Report 2014 has been prepared in accordance with the "Comprehensive" option of the GRI G4 Guidelines and can be viewed with the Assurance Report and GRI icon on the Mobimo website: http://www.mobimo.ch/en/portrait/nachhaltigkeit
Collaboration for sustainability
| Project details | Aeschbachquartier, Aarau |
|---|---|
| Construction sites |
Site 1: Gastro Social (offices, commercial, gastronomy) Site 2: Investment property (rental apart ments, commercial and gastronomy) Site 3: Rockwell Automation AG (concentration of space) Site 4: Condominiums |
| Site areas | Site 1: 3,800 m² approx. Site 2: 14,700 m² approx., around 4,500 m² of which is park Site 4: 11,800 m² approx. |
| Gross floor space and construction volume |
Site 1: FS: 12,800 m² approx.; CV: 55,000 m³ approx. Site 2: FS: 33,600 m² approx.; CV: 88,200 m³ approx. Site 4: FS: 20,600 m² approx.; CV: 71,000 m³ approx. |
| Number of buildings |
Site 1: 2 Site 2: 6 Site 4: 8 |
| Usage (in relation to site area) |
Residential: 70% approx. (47,000 m²) Office: 17% approx. (11,350 m²) Commercial, gastronomy and other: approx. 5% (3,300 m²) Park: 7% approx. (4,500 m²) |
| Apartments | Site 2: 183 rental apartments (79% of the area of Site 2) Site 4: 92 condominium apartments (100% of the area of Site 4) |
| Parking spaces | Car: Site 1: 80; Site 2: 196; Site 4: 132 (13 visitor parking spaces outside) Bicycle: 820 (Site 2: 600 approx.; Site 4: 220 approx.) |
|---|---|
| Public transport links |
District has two bus stops 5–10 minutes' walk from Aarau railway station |
| Heat generation, heating and hot water |
District heating (groundwater), Industrielle Betriebe Aarau (IBA) |
| Cold production | District cooling, Industrielle Betriebe Aarau (IBA) |
| Electricity (source) |
District heating (groundwater), Industrielle Betriebe Aarau (IBA) |
| Waste concept | Underfloor waste containers for the apartments Waste containers for commercial space |
| Investment volume |
Site 1: CHF 87 million approx. (start of const ruction: 2013) Site 2: approx. CHF 98.4 million. (start of construction: 2015) Site 4: approx. CHF 73.8 million. (start of construction: 2014) |
| Year of development |
2010, Mobimo |
| Year of occupation |
from 2016 |
| Certificates, labels |
First DGNB-certified district in Switzerland Minergie standard |
A new district, the Aeschbachquartier, is being created in the former Aeschbach industrial area in Aarau.
The overall concept comprises a new residential district offering shopping, gastronomy and leisure opportunities and a park for residents and the city of Aarau. The district is very close to the railway station and the old town. It meets the requirements for implementing the attractive design plan. Mobimo makes it possible to live both amidst greenery and in the city. To ensure the development features high-quality landmark architecture, three firms of architects have been involved in the planning process.
The self-contained district will become a new meeting place, enhance public space and promote diversity. The plot of land is separated into two areas by a large park: the urban village with rental apartments and space for retail, commercial and gastronomy outlets, and the garden village with condominiums. The garden village faces the neighbouring residential district, while the urban village faces the old town, railway station, stadium and industrial zone.
The Aeschbachquartier in Aarau meets the Minergie standard and is the first district in Switzerland to achieve DGNB certification (DGNB, German Sustainable Building Council). DGNB is an internationally recognised certification system used to objectively describe and assess the sustainability of buildings and districts. It comprises the six key aspects of sustainable building, namely environmental, economical, sociocultural and functional aspects, technology, processes and site.
The attractiveness of a site is dependent on an interesting overall concept that is in keeping with the local culture and community. To achieve this aim, Mobimo carried out a comprehensive analysis of the local area before the project began and holds workshops to exchange views and ideas with authorities, district associations, neighbours and other stakeholders This ensures that the development project meets the requirements of the local community: a district is being created in the centre of Aarau – in a former industrial area – that is integrating itself into the townscape as a link and counterpart to Aarau's old town. The large park, landmark architecture (competition), easy parking and comprehensive range of services (retail, commercial, gastronomy, childcare centre, etc.) create the link between the worlds of living, leisure and work that has now become so important. The development is being marketed in close cooperation with local partners. The apartments and the design of the surrounding environment ensure a high quality of life and well-being. Each apartment (rental and condominium) features natural ventilation and has its own private outside space in the form of a garden, loggia, balcony or terrace. Privacy and quiet are assured thanks to soundproofing measures, non-transparent entrance doors and gaps between each apartment and the street. Artwork on buildings, an art installation on construction site 2 by the well-known Belgian artist Kris Martin, who has roots in Aarau, rounds off the carefully thought-out development project.
With regard to environmental aspects, the main focus for Mobimo is on increasing energy efficiency, using renewable forms of energy and reducing greenhouse gas emissions. Meeting the Minergie standard and supplying the site with district heating (geothermal probe) play a key role in achieving these goals. The district is planned in a compact and efficient manner within the available space (plot ratios of 1.6 on Site 2 and 1.1 on Site 4). The excellent public transport links and large number of planned bicycle parking spaces promote environmentally friendly mobility. In the green section (40% green space), an environmental compensation area is being created not only at ground level but also on the roofs by introducing native and natural flora and fauna (biodiversity).
Aarau has around 30,000 jobs and a population of more than 20,000 and rising. The new Aeschbachquartier will play a key role in developing the region's economic potential, creating a further 1,500 jobs and 275 apartments. It meets a genuine need for centrally located living and leisure space offering a diverse range of gastronomy, leisure, shopping and commercial opportunities. With the exception of the Aeschbachhalle, which is an especially attractive building and enjoys protected status, the entire development is newbuild properties that meet the latest standards. There is currently nothing comparable in this location in Aarau.
Very close to Lausanne's main railway
Public transport
| Project details | "Horizon", Avenue d'Ouchy, Lausanne (former post office headquarters) |
|---|---|
| Project | Total renovation of the upper floors (0 –6) of the former administrative building, built in 1962, and partial reno vation of basement levels 3 and 4 along Avenue d'Ouchy |
| Site area | 12,612 m² |
| Gross floor space and construction volume |
9,950 m² (floors 0–6) 34,500 m² (floors 0–6) |
| Converted rentable area |
More than 7,050 m², 100% office use (floors 0–6) Around 2,150 m², 100% commercial (basement levels 3 and 4) |
| Converted usable area |
8,300 m² (floors 0–6) |
| Number of workstations |
150 workstations per floor |
| Parking spaces | Car: 85, car park on floor 0 Bicycle: 40 |
| links | station (5 minutes' walk), buses and the M2 metro line |
|---|---|
| Heat generation, heating, hot water and cooling |
District heating, static heating, cooling through ceiling elements; dual flow ventilation |
| Waste concept | Underfloor waste containers, waste separation system |
| Investment volume | CHF 37.5 million |
| Development | 2010: Purchase and development of building by Mobimo 2011–2013: Renovation 2013: Opening ceremony (in September) |
| Year of occupation | 2012: Sports shop on basement levels 3 and 4 2014: Office floors (0 –6) |
| Length of rental agreements |
Long-term, most more than 15 years |
| Certificates, labels | Minergie 2010 (Horizon building) |
In totally renovating the upper floors and partially renovating the basement levels, Mobimo has given this symbolic sixties edifice in the heart of Lausanne a shiny new look. Between 2011 and 2013, Mobimo totally renovated the upper floors (0 – 6) of the administrative building next to the main railway station in Lausanne and partially renovated basement levels 3 and 4 along Avenue d'Ouchy. The upper floors now offer more than 7,050 m² of modern office space for rent, featuring panoramic views of Lausanne, Lake Geneva and the Alps. A large sports shop opened on basement levels 3 and 4 in autumn 2012, occupying an area of 2,150 m². This section of the plot and the five floors are part of Mobimo's project to develop a new mixed-use district over the coming years in partnership with its neighbour SBB Immobilien.
Mobimo purchased the property in 2010 and has invested around CHF 37.5 million with the aim of retaining the original spirit and architecture of this imposing building that has such special significance for the people of Lausanne (former post office distribution centre). The building's architecture, ergonomics, working areas and façade have been updated without altering its structure or form in any way, with the result that Horizon now offers several hundred employees a workplace in a unique location. The modular and flexible interior design allows for open-plan or individual offices for up to three tenants per floor. The public spaces also comply with the stated aim to ensure a high standard of representativeness and elegance. This meets the needs of tenants and users, who were involved in the development and realisation of the project from the outset. Internal and external meeting spaces are available, which users are free to design as required to meet their specific requirements. The link between art and architecture is provided by Sophie Bouvier Ausländer's work "Upside Down", which lends colour to the ceiling of the entrance hall in a playful and dynamic way and strengthens the building's identity. The combination of visual quality – architectural lines, clarity, transparency and elegance – and functionality gives the building a unique character.
Horizon's prime location means those working in the building are less than five minutes' walk from the main railway station and therefore the national, regional and local public transport network (train, bus, metro, tram, bicycle). Care has also been taken to keep maintenance of the Minergie-certified building to a minimum and use sustainable and easily replaceable materials. The building is heated using district heating. The system permits differentiated heating of different zones depending on the amount of direct sunlight measured. Ceiling elements integrated into the existing building structure not only help to regulate the temperature but also provide soundproofing. The property has a biotope with aquatic plants.
The Lemanic Arc region and the city of Lausanne offer remarkable economic potential and are developing fast. There are plans to expand the main railway station (from 2025). Horizon is catering to the significant demand for large-scale office space in strategically important premium locations. In view of the location's major development potential, Mobimo is keen to establish a new mixed-use district in the neighbouring plot below Horizon in partnership with the SBB. The future project is ambitious and will look to attract national and international businesses. The goal is to convert the current self-contained block into a new, open and lively district for users based on an intelligent concept and well thought-out construction, thereby combining living, leisure and working spaces with modern sustainability requirements in an attractive manner.
| Project details | Sonnentalstrasse, Dübendorf |
|---|---|
| Project | Residential development in the Hochbord district of Dübendorf for the MobiFonds Swiss Property fund. |
| Site area | 11,300 m², of which 7,200 m² are grounds |
| Rentable area and usage |
Total: 21,632m² (1,006 m² commercial, 20,573 m² residential and 53 m² storage) |
| Construction volume |
Above-ground construction volume: 84,000 m³ Underground construction volume: 35,000 m³ |
| Usage | 226 apartments (rental apartments) 10 commercial units (around 1,000 m² in total) |
| Parking spaces | Car: 188 (all underground; 0.7 parking spaces per apartment) Bicycle: 635 (mostly underground; 2.6 bicycle spaces per apartment & commercial unit) |
| Public transport links |
Stettbach railway station is three minutes' walk, while the Glattalbahn is two minutes away |
|---|---|
| Heat generation, heating and hot water |
Heating 100% gas, hot water 70% via solar panels on the roof and 30% via gas |
| Cold production | No cooling systems are planned for the core building |
| Waste concept | One disposal point with several underfloor containers |
| Development by Investments for Third Parties |
2012: Site purchased by Mobimo 2013: Competition held (5 firms of architects) 2013/14: Development of the design plan, construction project 2014: General contractor submission, sale to Mobiliar From 2015: Realisation, Mobiliar |
| Year of occupation |
Scheduled for mid-2017 |
| Certificates, labels |
Minergie |
Mobimo's perimeter block development on the site on the western edge of Dübendorf – right next to the boundary with Zurich – is a project that creates living space through a well thought-out use of space. The six-floor perimeter block development over a total area of 11,300 m² has a private inner courtyard and some 7,200m² of outside space. The promenades and low walls in the inner courtyard invite one to linger, while the grove of trees in the middle and the richly planted green areas in front of the buildings create an impressively private atmosphere and establish borders between the different parts of the structure. The outside space is used primarily for play and relaxation. The design of the forecourts is geared specifically to the ground floor users (commercial). The key features of the development are the architecture (offset balconies, façade, etc.), the different types of apartment for various demand segments (mixing) and adherence to the Minergie standard. The three dimensions of sustainability were taken into account as an assessment factor as part of the study contract process.
The chosen building typology consciously creates private, semi-public and public spaces to ensure high living standards and quality of life. The private inner courtyard, which can be accessed from every staircase, is a refuge exclusively for residents. Every apartment has direct access to both the peaceful inner courtyard and the outside space. Most apartments have two balconies that face different directions and therefore catch the sun at different times of day. The special emphasis placed on social aspects in this building project is also evident from the drive to promote social mixing, with specific living concepts designed for different demand segments such as urban, common or individual. These differ in terms of size, choice of colours and materials, surfaces, etc. The publicly accessible ground floor runs along the development's main axis and enhances the transparency and vibrancy of the ground floor with high ceilings (four to five metres) and a great deal of glass.
The perimeter block development supports the benefits of urban living, an environment featuring richly planted green areas coupled with considerable savings in terms of resources (accessibility, heating, operating and infrastructure costs). The 226 apartments and around ten commercial units meet the Minergie standard and are thus compliant with current requirements for energy-efficient and greenhouse gas-reducing real estate. The main energy sources for the entire development are gas and the solar panels installed on the roof. The high occupation density (plot ratio of around 2.3) epitomises the economical and well thought-out use of space and land. The compact plastered façade with rear-ventilated Scobalit bands between the windows on the perimeter block's outer façade offers the advantage of increased heat insulation and improved protection against the elements.
The growing town of Dübendorf wants to convert the 36-hectare Hochbord site, which has not been used for industry since 1931, into a mixed urban district with a diverse usage mix that also includes housing. Its excellent public transport links (Stettbach railway station, Glattalbahn) make this district an ideal candidate for a conversion of this nature. The planned Minergie-certified perimeter block development featuring a private inner courtyard, high amenity value and attractively designed access zones along Hochbordstrasse and Sonnentalstrasse will play a key role in achieving this development goal and enhancing the district. The property has already been sold, thus confirming its marketability.
Entire Mobimo development zone; mixed use
Ein Projekt von
Development property Condominiums
Site 4
Aarau, "Aeschbach-Quartier"
The Corporate Governance report is based on the structure of the SIX guideline concerning corporate governance information (RLCG). Cross-references are made to other sections of the Annual Report in order to avoid repetitions. The complete, current Articles of Association of Mobimo Holding AG are available online at www.mobimo.ch in the "Corporate Governance" section under "Investor Relations".
The majority ownership interests in unlisted companies are shown below:
| Share capital | Ownership interest | ||
|---|---|---|---|
| Company | Domicile | in TCHF | in % |
| Mobimo Management AG | Küsnacht | 100 | 100.00 |
| Mobimo AG | Küsnacht | 72,000 | 100.00 |
| LO Holding Lausanne-Ouchy SA | Lausanne | 12,000 | 100.00 |
| JJM Participations SA | Lausanne | 6,001 | 100.00 |
| LO Immeubles SA | Lausanne | 2,000 | 100.00 |
| O4Real AG | Lausanne | 1,000 | 100.00 |
| Immobilien Invest Holding AG | Glarus | 150 | 75.33 |
| Petit Mont-Riond SA | Lausanne | 50 | 75.33 |
Mobimo AG, LO Immeubles SA, O4Real AG and Petit Mont-Riond SA are real estate companies that manage real estate, buy and sell real estate, construct new buildings for their own or third-party portfolios, conduct or arrange renovations and assess all related activities on an independent basis. They define strategies with the assistance of Mobimo Management AG, appoint the architects, engineers and consultants, develop the basic concepts, oversee the construction sites and manage the services furnished by external providers.
Mobimo Management AG performs general services for the other Group companies.
JJM Participations SA is a pure investment company that holds shares in LO Holding Lausanne-Ouchy SA.
Immobilien Invest Holding AG owns 100 % of the shares in Petit Mont-Riond SA.
The Group's operational structure is divided into two segments: Real Estate and Development (see also the Notes to the consolidated financial statements, Note 3. Segment reporting).
As part of its portfolio strategy, Real Estate focuses on the long-term holding and management of the commercial and residential properties in Mobimo's own portfolio and on planning and realising commercial and residential properties for third parties.
Development is responsible for planning and realising commercial and residential properties for Mobimo's own portfolio and condominiums for third parties. It also manages the first-time letting of completed commercial and residential properties and the sale of condominiums.
The following shareholders held a significant proportion of the shares and options in Mobimo Holding AG as at 31 December 2014:
| Pensionskasse des Kantons Zug | 3.38% |
|---|---|
| BlackRock, Inc. | 3.00% |
No reports based on Article 20 of the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA) were received during the year under review.
Of the total of 6,216,606 shares issued, some 70 % (4,367,985 shares) were also effectively recorded in the share register as at 31 December 2014. The proportion of shares pending registration of transfer is almost 30 %.
Of the registered shares, around 89 % are owned by Swiss investors, while 76 % of these are held by legal entities.
In terms of the overall registered equity holding, pension funds and foundations hold a share of approximately 29 %.
There are no cross-shareholdings.
The following events had an impact on capital in 2014:
| Total | Number of | Nominal value per | |
|---|---|---|---|
| Capital as at December 31, 2014 | (TCHF) | registered shares | share (CHF) |
| Share capital | 180,282 | 6,216,606 | 29.00 |
| Authorised capital | max. 33,093 | 1,141,150 | 29.00 |
| Conditional capital | max. 34,081 | 1,175,198 | 29.00 |
Further information on changes in capital can be found in Note 31 to the consolidated annual financial statements.
Authorised and conditional capital is defined in Articles 3a and 3b of the Articles of Association.
In the case of authorised capital, the Board of Directors is entitled, pursuant to Article 3a of the Articles of Association, to increase the share capital through the issue of up to a maximum of 1,141,150 fully paid-up registered shares within a period of no more than two years. Increases may take place all in one go or in stages. The issue price, type of contributions, conditions governing the exercise of subscription rights, allocation of the excluded subscription rights and timing of the dividend entitlement shall be determined by the Board of Directors. The Board of Directors decides on unexercised subscription rights in the best interests of the company. Once acquired, the new registered shares are subject to the restrictions on transfer set out in Article 6 of the Articles of Association. Shareholders' subscription rights are excluded; the shares issued can be used only as payment for the acquisition or financing of the acquisition of property or as payment for the takeover or financing of the takeover of companies, parts of companies or participations. If and to the extent that the Board of Directors, exercising its powers pursuant to Article 3b of the Articles of Association (see below), issues convertible bonds, bonds with warrants or similar bonds, then the Board of Directors is no longer entitled, in the applicable amount, to create new share capital through the use of authorised capital (Article 3a paragraph 4 of the Articles of Association).
Pursuant to Article 3b of the Articles of Association, conditional capital may be increased through the issue of up to 1,175,198 fully paid-up registered shares, subject to the exclusion of subscription rights. Use thereof is restricted as follows: a) up to 1,602 fully paid-up registered shares can be issued through the exercise of option rights that have been granted to members of the company's Board of Directors, related parties and employees of Group companies; b) up to 32,446 fully paid-up registered shares can be issued through the exercise of option rights in connection with subscription rights for employees created after 5 May 2010; and c) up to 1,141,150 fully paid-up registered shares can be issued through the exercise of conversion and/or option rights relating to convertible bonds, bonds with warrants, similar bonds or other financial market instruments. The acquisition of registered shares through the exercise of option rights and the subsequent transfer of these registered shares are subject to the restrictions on transfer set out in Article 6 of the Articles of Association.
After the last registration of shares issued from conditional share capital in the Commercial Register on 15 April 2014, no further registered shares were created through the exercise of option rights. As at the reporting date, there remained 1,602 options to create registered shares from conditional capital in accordance with Article 3b (a) of the Articles of Association. The option plan effective up to 31 December 2009 is described in Note 35 to the consolidated annual financial statements.
| Total | Number of | Nominal value per | |
|---|---|---|---|
| Change | (TCHF) | registered shares | share (CHF) |
| Share capital as at 31. 12. 2010 | 148,804 | 5,131,170 | 29.00 |
| Share capital as at 31. 12. 2011 | 178,933 | 6,170,098 | 29.00 |
| Share capital as at 31. 12. 2012 | 180,058 | 6,208,913 | 29.00 |
| Share capital as at 31. 12. 2013 | 180,220 | 6,214,478 | 29.00 |
| Share capital as at 31. 12. 2014 | 180,282 | 6,216,606 | 29.00 |
| Authorised capital as at 31. 12. 2010 | 34,800 | 1,200,000 | 29.00 |
| Authorised capital as at 31. 12. 2011 | 33,978 | 1,171,650 | 29.00 |
| Authorised capital as at 31. 12. 2012 | 33,093 | 1,141,150 | 29.00 |
| Authorised capital as at 31. 12. 2013 | 33,093 | 1,141,150 | 29.00 |
| Authorised capital as at 31. 12. 2014 | 33,093 | 1,141,150 | 29.00 |
| Conditional capital as at 31. 12. 2010 | 36,558 | 1,260,634 | 29.00 |
| Conditional capital as at 31. 12. 2011 | 36,252 | 1,250,056 | 29.00 |
| Conditional capital as at 31. 12. 2012 | 34,304 | 1,182,891 | 29.00 |
| Conditional capital as at 31. 12. 2013 | 34,142 | 1,177,326 | 29.00 |
| Conditional capital as at 31. 12. 2014 | 34,081 | 1,175,198 | 29.00 |
Further information on changes in capital can be found in Note 31 to the consolidated annual financial statements.
Share capital stood at CHF 180,281,574 as at 31 December 2014 and comprised 6,216,606 fully paid-up registered shares with a nominal value of CHF 29.00, all of which are entitled to dividends and confer the right to vote. There are no preference shares or voting shares.
Mobimo Holding AG has not issued any participation certificates.
Mobimo Holding AG has not issued any dividendright certificates.
Article 6 of the Articles of Association defines the restrictions on transferability. The Board of Directors may deny authorisation to transfer shares for the following reasons:
As soon as and insofar as the acquisition of shares takes the total number of shares held by persons abroad as defined by the Swiss federal law pertaining to the purchase of property by persons resident abroad to over one-third of the shares recorded in the Commercial Register. This restriction shall apply subject to Article 653c paragraph 3 of the Swiss Code of Obligations, including in the case of registered shares acquired through the exercise of subscription, option or conversion rights.
In order to ensure compliance with the thresholds indicated, prior to being entered in the share register new shareholders are scrutinised as regards their status as "Swiss citizens" pursuant to the Swiss federal law pertaining to the purchase of property by persons resident abroad. If they cannot be verified as "Swiss citizens", then provided all other conditions are met they are entered in the category of restricted persons without voting rights, as long as the threshold of one-third of all shareholders is not exceeded and provided there is no other risk, such as tighter practices on the part of the licensing authority, that the entry of the non-Swiss shareholder will result in the company no longer being able to furnish evidence of Swiss control.
As at 31 December 2014, 8.0 % of the shares were held by shareholders who are classified in the share register as "Non-Swiss" according to the above definition (of which 5.3 % have voting rights). The Articles of Association do not contain any provisions pertaining to the registration of nominees. The Board of Directors has laid down the following principles in the regulations governing the administration of the share register and the recognition and registration of shareholders of Mobimo AG: Nominees are registered subject to the following conditions: a) without disclosure of the name, head office/address and shareholding of those shareholders for whose account the nominee holds the shares, the nominee shall be entered in the share register as a shareholder with voting rights up to a maximum recognition threshold of 2 % of the registered shares entered in the Commercial Register; b) without disclosure of the name, head office/ address and shareholding, the relevant nominee may have no more than 0.25% of the share capital that is entered in the Commercial Register entered in the share register as shares with voting rights for one and the same purchaser; and c) the nominee must conclude an agreement with the company that precisely defines the applicable rights and obligations. Nominee registrations may not in total exceed 10 % of the shares entered in the Commercial Register. Once this 10 % threshold is reached, the company may not register any further nominees. As at the reporting date, nominee registrations accounted for 6.2 % of registered shares (of which 2.5 % have voting rights). The restrictions mentioned above also apply (5% clause and maximum proportion of non-Swiss shares without voting right restrictions). No registrations were rejected during the year under review. The Articles of Association do not contain any provisions pertaining to the revocation of statutory privileges (and none have been granted) or the revocation of restrictions on transferability. As a result, the provisions of the Swiss Code of Obligations apply.
As at 31 December 2014, Mobimo had no convertible bond outstanding. The remaining CHF 169 million of the convertible bond was repaid at the end of the term on 30 June 2014.
In terms of options on Mobimo shares, as at 31 December 2014 only the 1,602 options assigned to members of the Board of Directors, related parties and the Executive Board of Mobimo Holding AG are outstanding. These options can be used to subscribe to the same number of fully paid-up registered shares. The details of these options are described in Note 35 to the consolidated annual financial statements.
Certified Operating Engineer, Federal Institute of Technology, Entrepreneur, Swiss, resides in Lucerne
Georges Theiler was born in Lucerne on 20 May 1949. He graduated from high school in Lucerne and studied at the Swiss Federal Institute of Technology Zurich until 1976. After two years as a consultant in the field of hospital planning, he served as Chairman of the Executive Board and member of the Board of Directors of construction company and general contractor Theiler+Kalbermatter T+K Bau AG in Lucerne, with 250 employees. The company, active in the building construction, tunnel construction, general contracting, real estate development and real estate management sectors, was sold to Batigroup AG in 1997.
Since 1997 Georges Theiler has been the owner of GT-Consulting in Lucerne, which specialises in consulting and directorship mandates. He represented the FDP Party in the National Council from 1995 to 2011, and was elected to the Swiss Council of States as a representative of the canton of Lucerne in 2011. He has been a member of the Board of Directors since 2000 and Chairman of the Board of Directors of Mobimo Holding AG since September 2013.
Certified Architect, Swiss Federal Institute of Technology, Swiss, resides in Lausanne
Paul Rambert was born in Zurich on 5 January 1945. He studied architecture at the Swiss Federal Institute of Technology Zurich, spent an additional year studying at Harvard University and held a number of key positions at Suter + Suter in Basel over many years. He was a member of the Executive Board of Zschokke AG from 1993 to 1997, and headed up LO Holding Lausanne-Ouchy SA in Lausanne between 1998 and 2009.
Today, Paul Rambert works as a real estate consultant in his company Immopoly Sàrl in Lausanne. Today, Paul Rambert works as a real estate consultant in his company Immopoly Sàrl in Lausanne. He also holds various directorships, including as Chairman of the Board of Directors of Parking du Centre SA in Lausanne and Flonplex SA in Lausanne and as a member of the Boards of Directors of Securitas AG in Berne. He also sits on the Foundation Board of the Fondation Metropol in Lausanne and was a member of the Board of Directors of LO Holding Lausanne-Ouchy SA until 2014. He has been a member of the Board of Directors of Mobimo Holding AG since 17 December 2009. Paul Rambert will step down at the 2015 General Meeting due to an internal age limit.
Engineer, Master of Business Administration, Swiss, resides in Pully VD
Daniel Crausaz was born in Aarau on 28 May 1957. He studied engineering at the Swiss Federal Institute of Technology Lausanne and completed an MBA programme at the Faculty of Business and Economics at the University of Lausanne. He worked as an engineer for Felix Constructions SA in Bussigny from 1983 to 1985 and then for Bonnard & Gardel Ingenieurs Conseils Lausanne SA until 1989. He joined Banque Cantonale Vaudoise in 1990 and was appointed Managing Director in 1997. From 2003, Daniel Crausaz worked as an independent consultant on a number of mandates in French-speaking Switzerland. He is Deputy Director of Agrifert SA, an international commodities trading firm with its registered office in Pully.
He was a member of the Board of Directors of LO Holding Lausanne-Ouchy SA from 1999 to 2014 and has been a member of the Board of Directors of Mobimo Holding AD since 17 2009.
Attorney at Law and Swiss-certified tax expert, Swiss, resides in Langnau am Albis ZH
Brian Fischer was born in Melbourne, Australia, on 27 January 1971. After graduating from high school in Davos in 1990, he went on to study at the University of Berne until 1996. From 1997 until the end of 2000 he was employed as a tax and legal advisor at PricewaterhouseCoopers AG.
Since the beginning of 2001 he has been Head of External Asset Managers within Bank Vontobel AG's Investment Banking unit in Zurich. He has been a member of the Board of Directors since 2008 and sits on the Board of Directors of Mobimo Holding AG in an independent capacity.
Engineer, Masters in Energy, Master of Business Administration, dual nationality (Swiss and French), resides in Berne
Bernard Guillelmon was born in Zurich on 5 November 1966. After high school he studied engineering at the Swiss Federal Institute of Technology Lausanne, specialising in microtechnology, and went on to complete a Masters in energy. He also completed the MBA programme at INSEAD in Fontainebleau with distinction. From 1990 to 1998 Bernard Guillelmon worked as an engineer and department head for BKW AG in Berne, heading up a range of complex reorganisation projects.
Following a short period as an independent consultant, he was appointed Head of Energy at Swiss Federal Railways at the beginning of 2001. He held further key positions at Swiss Federal Railways in Berne, with his last positions being Deputy Head of Infrastructure and Head of Business Management. He has been CEO of BLS AG in Berne since 1 July 2008. He is also a member of the Executive Board and Committee of the Swiss Association of Public Transport (Verband öffentlicher Verkehr, VöV) in Berne, serving as Chairman of its Finance Commission and a member of its Direct Service Strategy Committee (Strategische Ausschuss Direkter Verkehr, StAD).
From 2005 to 2009, he was a member of the Board of Directors of LO Holding Lausanne-Ouchy SA. Bernard Guillelmon is a member of the Board of Directors of JJM Holding in Lausanne and has been a member of the Board of Directors of Mobimo Holding AG since 17 December 2009.
lic. rer. pol., management consultant, Swiss, resides in Basel
Wilhelm Hansen was born in Mönchengladbach, Germany, on 30 August 1953. After high school, he studied economics at the University of St. Gallen HSG and the University of Basel, where he was awarded the degree rer. pol.
After 25 years working in the capital investments field (as an investment advisor at the former Union Bank of Switzerland, head of the securities division at Basler Versicherungen and co-owner of the private bank Baumann & Cie in Basel), in 2002 he specialised as an independent management consultant in the areas of organisational and strategic development and corporate governance. He also holds a number of directorships, including as a member of the Governing Board of Basellandschaftliche Kantonalbank in Liestal, Vice Chairman of the Board of Directors of Scobag Privatbank AG in Basel, and a member of the Board of Directors of Kantonsspital Baselland in Liestal. He has been a member of the Board of Directors of Mobimo Holding AG since 2008.
Attorney at Law, Swiss, resides in Uster ZH
Peter Schaub was born in Zurich on 4 December 1960. After graduating from high school in Zurich, he studied law at the University of Zurich, receiving his Masters degree in 1987. In 1987/88 he was employed as a legal advisor at the Schellenberg Wittmer law firm in Zurich, and in 1990 he obtained his licence to practice law in the canton of Zurich. Between 1990 and 1993 he worked as a tax commissioner for the canton of Zurich, and has been a partner in the tax and law firm Weber Schaub & Partner in Zurich since 1994.
He has been a member of the Board of Directors of Mobimo Holding AG since 2008.
In addition to the existing Board members, Peter Barandun, Executive Master of Business Administration, CEO and Chairman of the Board of Directors of Electrolux AG, member of the Board of Directors of AFG Arbonia-Forster-Holding AG and member of the Presiding Committee of Swiss-Ski, will be proposed for election to the Board of Directors in place of Paul Rambert at the General Meeting on 26 March 2015.
Urs Ledermann stepped down from the Board of Directors in the 2014 financial year.
Alfred Meili is the Honorary Chairman of Mobimo Holding AG. He was the driving force behind the creation of the Mobimo Group and was Chairman of the Board of Directors until 2008.
Laurent Rivier is the Honorary Chairman of LO Holding Lausanne-Ouchy SA, having previously served as Chairman of the Board of Directors from 2000 to 2009.
Alfred Meili and Laurent Rivier were both appointed Honorary Chairmen in recognition of their services to their respective companies. This office confers neither the right to sit on the Board of Directors, nor any other rights and obligations of a member of the Board of Directors, nor any entitlement to directors' compensation or other compensation.
Mobimo Holding AG has concluded special agreements with all members of the Board of Directors and Executive Board in order to avoid conflicts of interest. In these agreements, the members of the Board of Directors and Executive Board undertake, inter alia:
Besides those listed in Section 3.1, the members of the Board of Directors hold the following positions:
Georges Theiler was a member of the Board of Directors of Schindler Aufzüge (Schweiz) AG in Ebikon until its General Meeting in March 2014.
Paul Rambert works as a real estate consultant in his company Immopoly Sàrl in Lausanne and until January 2014 was a member of the Board of Directors of Solvalor Fund Management SA in Lausanne.
Daniel Crausaz is a member of the Boards of Directors of Cadar SA in Fleurier, Zimal SA in Sion, Cormela SA in Meyrin, C.I.E.L. société coopérative in Lausanne, EP Electricité SA in Geneva and Plexus Cotton Ltd. in the UK.
Bernard Guillelmon is Chairman of the Board of Directors of BLS Cargo AG in Berne and a member of the Board of Directors of RAlpin AG in Olten. He is also a member of the Supervisory Board of Ermewa Holding in Paris.
Peter Schaub is Chairman of the Board of Directors of CPH Chemie + Papier Holding AG in Perlen and Vice Chairman of the Board of Directors of UBV Uetikon Betriebs- und Verwaltungs AG in Uetikon am See. Both these companies own operating and development properties and investment properties. He is also a member of the Board of Directors of Rüegg Cheminée Holding AG in Zumikon and Chairman of the Foundation Board of the Swiss Foundation for the Deafblind (Schweizerische Stiftung für Taubblinde) in Langnau am Albis.
Besides those listed above, the members of the Board of Directors of Mobimo Holding AG do not occupy any further positions in the management and supervisory bodies of major Swiss and foreign entities or in institutions and foundations under public or private law, and also do not carry out any further long-term management or advisory functions for key Swiss or foreign interest groups.
The members of the Board of Directors may exercise the following additional activities in senior executive or administrative bodies of legal entities that are required to be entered in the Commercial Register or a corresponding foreign register and are neither controlled by the company nor in control of the company:
There are no restrictions on mandates for legal entities that are not required to be entered in the Commercial Register or a corresponding foreign register, or on honorary directorships at organisations recognised for tax purposes as not-for-profit.
The Board of Directors of Mobimo Holding AG consists of at least three members and is elected for a period of one year at the General Meeting. The term of office of the members ends at the end of the next Annual General Meeting. The members of the Board of Directors may be immediately re-elected upon expiry of their term of office.
The General Meeting elects the Chairman of the Board of Directors. Re-election is permitted The term of office of the Chairman ends at the end of the next Annual General Meeting. If the office of Chairman becomes vacant, the Board of Directors appoints a Chairman for the remaining term of office. The Board of Directors currently has seven members.
The General Meeting elects the members of the Nomination & Compensation Committee on an individual basis. The Nomination & Compensation Committee comprises at least three members. Only members of the Board of Directors may be elected to the committee. The term of office of members of the Nomination & Compensation Committee ends at the end of the next Annual General Meeting. Re-election is permitted If the Nomination & Compensation Committee is no longer complete or falls below the minimum number of three members, the Board of Directors appoints the necessary members for the remaining term of office.
The Nomination & Compensation Committee currently has three members.
The independent proxy is elected by the General Meeting. Natural persons and legal entities or partnerships are eligible for election. The term of office of the independent proxy ends at the end of the next Annual General Meeting. Re-election is permitted.
If Mobimo does not have an independent proxy or the independent proxy is withdrawn due to a lack of independence or for any other reasons, an independent proxy is appointed by the Board of Directors for the current General Meeting or the next. Authorisations and instructions that have already been issued will remain valid for the new independent proxy, unless other authorisations and instructions have been explicitly issued by shareholders.
In 2014, the General Meeting confirmed Georges Theiler as the Chairman of the Board of Directors. The Board of Directors appointed Paul Rambert as Vice Chairman of the Board of Directors.
The Board of Directors is quorate if the majority of its members are present and passes resolutions by a majority of the votes cast.
A total of five ordinary meetings and one teleconference meeting were held in 2014. The ordinary meetings generally lasted one day. The Board of Directors was present in full at every meeting apart from two. An innovation day, a strategy conference and a project inspection day also took place.
The CEO, CFO and the other members of the Executive Board occasionally take part in the meetings of the Board of Directors, although the Board of Directors always meets first without these persons present. The Chairman decides whether employees or other external advisors are to be included in the meeting in order to deal with specific issues.
The Board of Directors has three committees: the Real Estate Committee, the Audit & Risk Committee and the Nomination & Compensation Committee. The purpose, tasks, duties and competences of the committees are set out in a supplement to the organisation regulations.
The Real Estate Committee ensures that the strategic investment and divestment targets it sets each year are implemented successfully. The competences of the Board of Directors, Real Estate Committee and Executive Board with respect to purchases and sales are laid down in the organisation regulations of Mobimo Holding AG and summarised below. The Real Estate Committee aims to provide the Board of Directors with as broad-based real estate expertise as possible by:
The Real Estate Committee fulfils three functions, namely:
The obligations and competences assigned to the Board of Directors in accordance with the organisation regulations and the law remain with the Board of Directors as the overriding body.
The Audit & Risk Committee fulfils a supervisory function. It may request any measures it deems necessary in order to perform its duties and has direct access to all documentation, employees and the auditors. The main duty of the Audit & Risk Committee is to support the Board of Directors by means of preparatory work, audits and clarification.
The four areas in which the Audit & Risk Committee is active are as follows:
The Nomination & Compensation Committee is a preparatory committee for the Board of Directors and, unless explicitly stipulated otherwise in the Articles of Association or in other regulations, has no decision-making powers. It has the following duties and responsibilities with regard to compensation:
The Board of Directors may assign additional tasks to the Nomination & Compensation Committee with regard to compensation, human resources and related areas. The Board of Directors issues regulations governing the organisation, working methods and reporting of the Nomination & Compensation Committee. The Chairman of the Nomination & Compensation Committee is proposed by the Board of Directors.
The Nomination & Compensation Committee may also request the assistance of independent third parties in performing its tasks and compensate them accordingly.
The principles of top-tier management, including the allocation of authority, are defined in the company's organisation regulations. The Board of Directors is responsible for managing the company and supervising the Executive Board. It represents the company externally and makes decisions on all matters that do not fall under the remit of another body within the company by law or pursuant to the Articles of Association or other regulations. In addition to its non-transferable duties in accordance with Article 716a of the Swiss Code of Obligations, the Board of Directors also has the following duties and competences:
The Executive Board manages the Group companies as BoD and/or Executive Board members in line with the approval authority regulations and local organisation regulations.
The Board of Directors of Mobimo Holding AG makes decisions on all property transactions exceeding CHF 30 million; transactions of between CHF 10 million and 30 million fall under the remit of the Real Estate Committee. Operating decisions pertaining to property transactions up to an investment volume of CHF 10 million are delegated to the Executive Board.
The Chairman of the Board of Directors holds regular coordination and information meetings with the CEO.
The Real Estate Committee met seven times during the financial year. The Chairman of the Real Estate Committee may convene additional meetings at any time. The CEO normally takes part in the meetings. Minutes must be taken at every meeting and subsequently distributed to all members of the Board of Directors. The Board of Directors is also kept up-to-date with the latest business developments by means of monthly reports.
The Nomination & Compensation Committee met six times in 2014. The Chairman of the Nomination & Compensation Committee may convene additional meetings at any time. The CEO normally takes part in the meetings. Minutes are taken at every meeting and subsequently distributed to all members of the Board of Directors.
The Audit & Risk Committee met four times in the last financial year. Topics discussed at Audit & Risk Committee meetings include the annual and semi-annual results, the reports of the statutory auditors and external appraisers, important technical accounting, legal, tax and regulatory issues, other necessary reports and risk management/ICS. The Board of Directors addresses its risk management responsibilities via the Audit & Risk Committee. The main duty of this Committee is to support the Board of Directors by means of preparatory work, audits and clarification. The Audit & Risk Committee liaises with management to prepare an annual risk inventory setting out significant risks by risk category. For each risk, the risk owner, impact and measures implemented are analysed and then evaluated on the basis of likelihood, financial impact and damage to reputation and image. Where necessary, further measures are defined for the ongoing management of the assessed risks.
The Chairman of the Audit & Risk Committee may convene additional meetings at any time. If necessary, the Audit & Risk Committee may invite members of the Executive Board, other employees, external advisors or auditors to its meetings, or request that they meet with members of or advisors to the Audit & Risk Committee. The CFO normally takes part in the meetings. Minutes are taken at every meeting and subsequently distributed to all members of the Board of Directors.
The entire Board of Directors receives a monthly report on current business performance and a quarterly management report informing them about the following areas: financial situation/ budget achievement, risk situation, progress and planned activities of the operating and administrative areas, and personnel situation. The information relates to developments and events since the last management report, together with expected developments and planned activities. The Executive Board is present during the meetings of the Board of Directors and reports on items on the agenda and/or is available for general questions and information.
A formal internal audit is not appropriate due to the size of the company. Internal control and risk management are performed by Finance.
The implementation of regulatory and accounting changes is worked out at an early stage in cooperation with the statutory auditors. The statutory auditors and property valuers are also consulted on a regular basis to help assess larger-scale transactions.
CEO, Dr. iur., Attorney-at-Law, Swiss, resides in Horgen ZH
Christoph Caviezel, from Laax, canton of Grisons, was born on 19 August 1957. After completing high school in Chur, he went on to obtain a degree in law from the University of Fribourg in 1980.
He was admitted to the bar in the canton of Grisons and obtained his Doctorate (Dr. iur.) in 1988. After a number of years as a practising attorney at law, he was appointed Head of Real Estate at Swiss Federal Railways in Lucerne in 1986. In 1995 he joined the listed company Intershop Holding AG in Zurich, and in 1999 was appointed to the Board of Management with responsibility for real estate in Switzerland. He was appointed CEO of Intershop in 2001 and also became a member of the Board of Directors in 2003.
Christoph Caviezel has been CEO of the Mobimo Group since 1 October 2008 and directly manages the Purchase and Divestment division.
He is also a member of the Boards of Directors of the following Mobimo Group companies: He has been Chairman of the Boards of Directors of Mobimo AG and Mobimo Management AG since 25 March 2009. Since 17 December 2009, he has been a member of the Boards of Directors of LO Holding Lausanne-Ouchy SA and LO Immeubles SA, and Chairman of the Board of Directors of JJM Participations SA. He has also been a member of the Board of Directors of O4Real SA since 4 May 2010 (and its Chairman since 2014) and Chairman of the Boards of Directors of Immobilien Invest Holding AG and Petit Mont-Riond SA since 24 August 2012 and 29 August 2012 respectively. He has been Chairman of the Boards of Directors of LO Holding Lausanne-Ouchy SA and LO Immeubles SA since 3 October 2013.
He sits on the Investment Committee of the Investment Foundation for Overseas Real Estate (Anlagestiftung für Immobilienanlagen im Ausland, AFIAA) in Zurich. At the end of 2014, the government of the canton of Grisons appointed Christoph Caviezel to the Bank Council of Graubündner Kantonalbank as of 1 April 2015.
CFO, Business Administration FH, Swiss, resides in Freienbach SZ
Manuel Itten was born in Zurich on 3 October 1965. Following basic commercial and design studies and after gaining several years of professional experience in a variety of management roles, he obtained a business administration degree (Business Economist HWV) from a university of applied science (Fachhochschule). After working in the audit and consulting fields, he spent several years as Head of Controlling at Livit AG in Zurich.
Manuel Itten joined Mobimo in 2004, working as Head of Controlling until February 2009 and CFO since March 2009. He has also been a member of the Boards of Directors of Mobimo AG and Mobimo Management AG since 25 March 2009. In addition, he has been a member of the Boards of Directors of LO Holding Lausanne-Ouchy SA, LO Immeubles SA and JJM Participations SA since 17 December 2009 and of O4Real SA since 4 May 2010. He has also been a member of the Board of Directors of Parking du Centre SA since 2 March 2010, of Flonplex SA since 17 March 2010 and of FM Service & Dienstleistungs AG since 27 March 2014.
Head of Development, Certified Architect HTL, Swiss, resides in Scheuren BE
Andreas Hämmerli was born in Brüttelen in the canton of Berne on 22 June 1957. After training as a Certified Architect HTL, he spent 12 years in a number of positions within the field of architecture (development/project management/marketing/ head of an architectural practice). He was Head of Real Estate Trading at Göhner Merkur AG in Zurich, where he was responsible for real estate divestment and the management and restructuring of part of the general contractor. At Livit AG in Zurich he was a member of the Management Board and headed the Real Estate Consulting Switzerland division (development/real estate trading/real estate trusts and first-time letting).
Prior to joining Mobimo, he was involved in the development, implementation and management of the D4 Business Center Lucerne in Root, an initiative of Suva Asset Management.
He has been Head of Development since 1 October 2008, with responsibility for all aspects of real estate development, construction and sales.
Head of Real Estate, Certified Civil Engineer, Federal Institute of Technology/Swiss Society of Engineers and Architects, Swiss, resides in Meilen ZH
Thomas Stauber was born in Zurich on 30 October 1964. After graduating from high school in Zurich, he obtained a degree in civil engineering from the Swiss Federal Institute of Technology Zurich (ETH Zurich) in 1989. He subsequently completed postgraduate studies in industrial management and manufacturing at the BWI Center for Industrial Management at ETH Zurich, and attended the SKU Advanced Management Program in 2002.
After working for a number of years as a project managing civil engineer, Thomas Stauber spent five years at Sony Berlin GmbH in Berlin, where he took on project owner responsibility for the technical planning and realisation of the Sony Center in Berlin's Potsdamer Platz.
He returned to Switzerland in 2000 as Head of Project Development and member of the Executive Board at the general planning firm tk3 AG in Basel. Thereafter he took on various development and management tasks as Managing Director of the general contractor Bauengineering AG in Zurich.
In 2004 he joined the listed company Allreal Generalunternehmung AG in Zurich, where he was latterly a member of the Executive Board with responsibility for acquisition and project development.
Thomas Stauber joined Mobimo in November 2011 and set up the Investments for Third Parties business area (then part of the Development division, now part of Real Estate) for Mobimo. He has headed the newly formed Real Estate division since 1 July 2014. He is responsible for the strategic development, management and marketing of Mobimo's investment properties and the development, realisation and sale of investment properties to third-party investors.
He has been a member of the Board of Directors of FM Service & Dienstleistungs AG since 30 July 2014.
Peter Grossenbacher, former Head of Portfolio Management, stepped down from the Executive Board in 2014.
The members of the Executive Board perform no long-term management or advisory functions for key Swiss or foreign interest groups, nor do they perform any official functions or hold any political offices.
The members of the Executive Board may exercise the following additional activities in senior executive or administrative bodies in legal entities that are required to be entered in the Commercial Register or a corresponding foreign register and are neither controlled by the company nor in control of the company:
There are no restrictions on mandates for legal entities that are not required to be entered in the Commercial Register or a corresponding foreign register, or on honorary directorships at organisations recognised for tax purposes as not-for-profit. The prior approval of the Board of Directors is required for such mandates and appointments.
There are no management agreements with third parties. There are service agreements between the Group companies and Mobimo Management AG.
All information on the compensation of Mobimo's Board of Directors and Executive Board is provided in the separate compensation report.
Only those persons entered in the share register are entitled to exercise their voting rights at General Meetings.
The Board of Directors may refuse to approve the transfer of registered shares, insofar as recognising a transferee as a full shareholder may, according to the information available to it, hinder the company from providing proof of Swiss control as stipulated under federal law (in particular the Swiss federal law pertaining to the purchase of property by persons resident abroad, BewG). The Board of Directors did not reject any entries in the share register in the year under review, insofar as shareholders provided the information required for entry (see above). In accordance with Article 12 of the Articles of Association, any shareholder may be represented at the General Meeting by their legal representative, who does not need to be a shareholder and who has been granted written authorisation, or by the independent proxy. The Board of Directors specifies the process and conditions for issuing authorisations and instructions to the independent proxy. Shareholders may issue general instructions both for proposals relating to agenda items set out in the invitation to the General Meeting and for undisclosed or new proposals. In particular, general instructions to vote in favour of the Board of Directors on proposals that are set out in the invitation or have not yet been disclosed are considered to be valid instructions on the exercise of voting rights. Shareholders have the option to receive their documents for the General Meeting or issue proxies and instructions to the independent proxy representative electronically via the "Sherpany" online shareholder platform.
There is no quorum prescribed by the Articles of Association that goes beyond the statutory provisions on passing resolutions (Articles 703 and 704 of the Swiss Code of Obligations).
The convocation of General Meetings, the form of convocation and the right of shareholders to convene a General Meeting are governed by Articles 9 and 10 of the Articles of Association.
The Annual General Meeting is convened by the Board of Directors or if necessary by the auditor and is held once a year within six months of the end of the financial year. The Board of Directors may convene Extraordinary General Meetings at any time. Extraordinary General Meetings are to be convened by the Board of Directors
on the basis of a resolution of the General Meeting, at the request of the auditor or if one or more shareholders who together represent at least onetenth of the share capital request one in writing and submit the items for the agenda.
The liquidators also have the right to convene a General Meeting. Invitations to the General Meeting are issued at least 20 days prior to the date of the meeting via publication of a single notice in the Swiss Official Gazette of Commerce. Personal invitations are also sent to the shareholders entered in the share register giving the same amount of notice. The invitation must set out all the items on the agenda together with the proposals of the Board of Directors and any shareholders who have requested that a General Meeting be convened.
The annual report and auditor's report must be made available for inspection by shareholders at the company's registered office no later than 20 days prior to the Annual General Meeting. The availability of these reports and the right of shareholders to request that copies be sent to them must be indicated in the notice of convocation of the Annual General Meeting.
The statutory provisions set out in Article 699 of the Swiss Code of Obligations apply to the right of shareholders to propose agenda items referred to in Article 10 of the Articles of Association. Shareholders who together represent at least 5% of the company's share capital may request that the Board of Directors convene a General Meeting. Shareholders who together represent shares with a nominal value of at least CHF 1 million may request that an item be placed on the agenda.
Under Article 6 of the Articles of Association, anyone entered in the share register is recognised as a shareholder or usufructuary. Entry is conditional on provision of evidence that the transfer meets formal requirements and is subject to the approval of the Board of Directors. The Board of Directors has defined this approval authority in regulations governing the administration of the share register and transferred responsibility for recognising and entering shareholders of Mobimo Holding AG to the Audit & Risk Committee. The Audit & Risk Committee has subsequently delegated all decisions that have no impact on stock exchange reporting thresholds or concern members of the Board of Directors or Executive Board to the CFO. No entries are made in the share register from a maximum of 20 days before until the day after the General Meeting. Prior to the Annual General Meeting on 26 March 2015, the share register will be closed for entries from 17 March 2015 onwards. The 2015 General Meeting takes place in Lausanne on 26 March 2015.
The Board of Directors has decided to provide the shareholders with a compensation report each year and hold an annual consultative vote on it irrespective of whether or not there have been significant changes compared with the previous year.
Following a consultative vote, the 2014 General Meeting approved the contributions made to social and political organisations in 2013 and authorised a budget of up to CHF 100,000 for contributions in 2014.
Anyone who acquires shares directly, indirectly or by mutual agreement with third parties, with the result that their total holding, including the securities they already own, exceeds the threshold of 33 % of the voting rights of a listed company, whether exercisable or not, must make an offer to acquire all listed shares of said company (Article 32 of the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA)).
In view of the Swiss federal law pertaining to the purchase of property by persons resident abroad (BewG), the company has chosen not to make use of the opportunity to include an 'opting-out' or 'opting-up' clause in its Articles of Association. The legal provisions under Article 32 of SESTA governing the obligation to make a purchase offer therefore apply.
There are no change of control clauses.
Since Mobimo Holding AG was established in December 1999, the company's statutory and Group auditor has been KPMG AG, Lucerne. The statutory and Group auditor are appointed annually by the the Annual General Meeting.
KMPG received total fees of CHF 0.3 million for services relating to the audit of the interim results and 2014 annual results.
KPMG was paid CHF 0.1 million for advisory services (primarily tax advice). Fees totalling CHF 0.4 million were also paid to the property valuer Wüest & Partner, Zurich, in the year under review.
At the invitation of the Board of Directors, the statutory auditor's representatives participate either in person or by phone in the meetings of the Audit & Risk Committee or Board of Directors that deal with issues in this area.
Mobimo Holding AG provides its shareholders and the capital market with information that is open, up-to-date and as transparent as possible. The Media and Analysts' Conference on the 2014 financial results takes place on 12 February 2015.
Financial reporting takes the form of semi-annual and annual reports. The consolidated annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the consolidated interim financial statements in accordance with International Accounting Standard 34 (IAS 34) on interim financial reporting. They comply with both Swiss law and the provisions of the listing rules and additional rules for the listing of real estate companies issued by the SIX Swiss Exchange.
The company is also subject to the obligation in respect of ad hoc publicity pursuant to Article 72 of the listing rules.
Further information about the company can be found on the website www.mobimo.ch.
Christoph Caviezel CEO Tel. +41 44 397 11 86 Section I of this compensation report sets out the mechanisms used to determine the compensation and profit-sharing plans of the Board of Directors and Executive Board, along with the key provisions of the Articles of Association. The complete, current Articles of Association of Mobimo Holding AG are available on the Mobimo website (http://ir.mobimo. ch/websites/mobimo2014/German/504020/statuten.html). Article 22 governs the compensation of the Board of Directors, while Articles 28 and 29 govern the compensation of the Executive Board.
Section II compares the compensation approved by the General Meeting with the actual compensation paid.
Section III presents the compensation report in accordance with the provisions of the Ordinance Against Excessive Compensation in Listed Companies (OaEC) and includes information on the compensation of the Board of Directors and Executive Board for the 2014 financial year.
In accordance with Article 22 of the Articles of Association, the members of the Board of Directors are entitled to to compensation commensurate with their activities and to reimbursement of their expenses incurred in performing their duties in the interest of the company or one of its subsidiaries. The compensation payable to members of the Board of Directors may consist of an annual basic amount and other non-performance-related elements (such as supplements for involvement in committees or boards of directors of subsidiaries or the assumption of special functions or mandates), plus social insurance contributions and pension contributions. Compensation may be paid by the company or one of its subsidiaries, provided it is covered by the approved total compensation. The Board of Directors may specify that part of the
compensation be paid in the form of shares. The number of shares allocated and the dates of allocation and transfer of ownership are determined by the Board of Directors at the request of the Nomination & Compensation Committee. The value of the shares is calculated based on the share price applicable on the date of allocation. The Board of Directors sets a vesting period, which is usually five years. From the date of allocation, the shares have both voting and dividend rights.
The maximum total amount of compensation payable to the Board of Directors must be approved annually in advance by the General Meeting for the period until the end of the next Annual General Meeting.
If the total amount of compensation payable to the Board of Directors is not approved, the Board of Directors may either submit a new proposal to the same General Meeting or convene an Extraordinary General Meeting at which it will submit a new proposal for the total amount.
In accordance with the current compensation regulations of Mobimo Holding AG, the compensation payable to the Board of Directors consists of a fixed amount structured on a modular basis depending on the specific activities of each member. It is made up of basic compensation of CHF 70,000 per year plus the following fixed supplements for involvement in a Board Committee:
| - Real Estate Committee (IC) | CHF 70,000 |
|---|---|
| - Audit & Risk Committee (AC) | CHF 50,000 |
| - Nomination & Compensation | |
| Committee (NCC) | CHF 20,000 |
| The following fixed supplements are also paid | |
| to the Chairman of the Board of Directors | |
| (CHF 200,000) and the Chairmen of the Board | |
| Committees: | |
| - Real Estate Committee (IC) | CHF 30,000 |
| - Audit & Risk Committee (AC) | CHF 30,000 |
|---|---|
From 1 January 2015, the supplement for the Chairman of the Nomination & Compensation Committee will be increased to CHF 30,000.
This ensures that the compensation paid to the Board of Directors is in line with the time required for their activities and the level of responsibility involved.
In accordance with Article 28ff of the Articles of Association, the members of the Executive Board receive compensation for their activities for the company and its subsidiaries. Compensation may be paid by the company or one of its subsidiaries, provided it is covered by the approved total compensation.
The total compensation payable to each member of the Executive Board consists of a basic salary (incl. expenses allowance), any other non-performance-related elements (such as supplements for involvement in committees or the boards of directors of subsidiaries or the assumption of special functions or mandates) and a performance-related element, plus social insurance contributions, ancillary pay and pension contributions Total compensation takes into account the level of responsibility, area of responsibility, expertise and function of the Executive Board member in question, their achievement of objectives and market conditions.
It is set by the entire Board of Directors at the request of the Nomination & Compensation Committee in line with market conditions, with a particular focus on salary levels in the real estate market. These competitive compensation systems should enable Mobimo to recruit the senior managers it wants from the relatively small pool of suitable executives and tie them to the company for the long term.
Like total compensation, the fixed salary is geared to the actual area of responsibility, professional requirements and expertise of each member of the Executive Board and the amount of work involved, and is paid in cash. The maximum total amount of non-performance-related compensation payable to the Executive Board must be approved annually by the General Meeting for the financial year following the General Meeting in question.
In accordance with Article 29 of the Articles of Association, the performance-related compensation payable to members of the Executive Board is based on the quantitative and qualitative objectives and parameters set by the Board of Directors. The Board of Directors issues regulations governing the details of performance-related compensation. The maximum performance-related compensation payable to each individual member of the Executive Board is limited to 150 % of their non-performance-related gross salary. Total compensation takes into account the level of responsibility, area of responsibility, expertise and function of the Executive Board member in question, their achievement of objectives and market conditions.
The maximum total amount of performancerelated compensation payable to the Executive Board must be approved annually by the General Meeting for the financial year in which the General Meeting in question takes place. No performance-related compensation may be paid for the period in question before approval is given.
If the total amount of compensation payable to the Executive Board is not approved, the Board of Directors may either submit a new proposal to the same General Meeting or convene an Extraordinary General Meeting at which it will submit a new proposal for the total amount of non-performance-related/ performance-related compensation.
The variable compensation element forms part of a company rule whereby 7 % of the proportion of consolidated profit for the year that exceeds a minimum return on equity of 5% (hurdle) is allocated to the Executive Board.
In accordance with Article 29 of the Articles of Association, Executive Board members must draw at least 50 % of their performance-related compensation in the form of shares. The value of the shares is calculated based on the share price applicable on the date of allocation.
Performance-related compensation is always paid in the following year, at the latest prior to the date of the General Meeting.
At the request of the Nomination & Compensation Committee, the Board of Directors determines the dates of allocation and transfer of ownership and the vesting periods. From the date of allocation, the shares have both voting and dividend rights. The Board of Directors may decide to shorten or extend vesting periods, make compensation conditional on the achievement of objectives or not pay compensation at all due to the occurrence of predefined events such as a change of control or termination of an employment relationship.
In particular, members of the Executive Board who are released from their contracts generally still receive a pro rata portion of the contractually agreed compensation until the end of their employment contract unless the employer terminated the employment relationship for good cause attributable to the employee. Performance-related compensation is generally also paid unless the member in question provided good cause for termination. In each individual case the Board of Directors decides whether or not the compensation is to be paid and whether vesting periods are to be waived on the basis the employment contract and the specific circumstances.
The company is entitled to the repayment of all variable compensation paid out on the basis of annual financial statements that do not reflect the company's actual results due to criminal activities or other forms of manipulation. The amount of the repayment entitlement corresponds to the extent of the falsification.
The Board of Directors considers it vital for the company to have a competitive compensation system that is in line with market conditions. Such a system is necessary if Mobimo is to continue recruiting the senior managers it wants from the relatively small pool of suitable executives and tie them to the company for the long term, thereby creating a successful basis for protecting shareholders' long-term interests. With this in mind, the Board of Directors has approved new compensation regulations for Executive Board members effective as of 1 January 2015.
Under the new compensation regulations, 65% of variable compensation will be based on quantitative criteria and 35% on qualitative criteria that are themselves based on Mobimo's strategy. The Board of Directors has defined the key performance figure for calculating the quantitative target as the return on equity before accumulated revaluation income. However, entitlement to compensation is conditional on the company achieving a minimum return on equity before revaluation income of 4.5 %. Once this minimum return on equity has been achieved, the entitlement of the Executive Board members rises on a straight line basis within a range defined by the Board of Directors.
Variable compensation is now limited to a maximum of 100 % of fixed salary. This significantly reduces the maximum entitlement of the Executive Board. As such, the regulations allow the Board of Directors to reduce variable compensation if a dividend/capital repayment at least equivalent to that of the prior year cannot be distributed to shareholders.
At least 50 % of the variable compensation will be paid in shares in the company. The shares issued are subject to a vesting period, generally five years.
The compensation regulations include a clause stating that variable compensation can be clawed back if it was paid on the basis of annual financial statements that were manipulated.
It goes without saying that the rules of the Ordinance Against Excessive Compensation in Listed Companies (OaEC) must also be complied with, meaning that no variable compensation may be paid unless it has been approved by the shareholders.
In accordance with Article 29 of the Articles of Association, an additional amount of 30 % of the total amount of compensation payable to the Executive Board that was approved in advance for the relevant periods is available for each member of the Executive Board appointed after the General Meeting that voted on the total amount of compensation. This amount also covers the period between appointment and the start of the period approved in advance. The additional amount that is actually used does not need to be approved by the General Meeting.
Within the limits of the total amount or additional amount already approved, the company may pay a new member of the Executive Board a joining bonus to offset any losses incurred due to the change of position.
The Board of Directives has also decided to hold a consultative vote on the compensation report each year.
The General Meeting on 25 March 2014 voted for the first time on the maximum amount of compensation payable to the Board of Directors and Executive Board. The table below shows the approved compensation elements payable to the Board of Directors and Executive Board and compares the figures with the actual amounts recorded in 2014. In accordance with the Articles of Association, compensation payable to the Board of Directors is approved in advance for the period until the next Annual General Meeting. As a result, the approved compensation amount is reduced to the nine-month figure on a straight-line basis and compared with the payments recognised in the income statement for the period from April to December 2014.
| Approved | Period for adjustment / | Approved compen | Paid compensation | ||
|---|---|---|---|---|---|
| All amounts in TCHF | Period | compensation | reconciliation | sation for period | for period |
| BoD | |||||
| Total of fixed | 25 March 2014 to | 25 March 2014 to 31 December 2014 | |||
| compensation | 26 March 2015 | 1,300 | (9 months/pro rata) | 975 | 957 |
| Compensation for | 25 March 2014 to | 25 March 2014 to 31 December 2014 | |||
| related parties | 26 March 2015 | 400 | (9 months/pro rata) | 300 | 190 |
| Executive Board | |||||
| Fixed compensation | The fixed compensation payable to the Executive Board for the 2015 financial year was approved by the General Meeting on | ||||
| 25 March 2014 (CHF 2.8 million). There will be a comparison of the compensation approved and the compensation paid in the | |||||
| Annual Report 2015. | |||||
| Performance-related | 1 January 2014 to | 1 January 2014 to | |||
| compensation | 31 December 2014 | 3,900 | 31 December 2014 | 3,900 | 192 |
In the year under review, the members of the Board of Directors, related parties and the Executive Board received compensation as set out below
| Social | Social | |||||||
|---|---|---|---|---|---|---|---|---|
| Fees, | security | Fees, | security | |||||
| Name, function | salary | Shares | contributions | Total 2014 | salary | Shares | contributions | Total 2013 |
| BoD | 838 | 362 | 59 | 1,259 | 1,128 | 309 | 58 | 1,495 |
| Georges Theiler, Chairman BoD1 | 260 | 70 | 22 | 352 | 232 | 0 | 17 | 249 |
| Brian Fischer, BoD | 8 | 132 | 8 | 148 | 28 | 112 | 10 | 150 |
| Wilhelm Hansen, BoD | 8 | 132 | 8 | 148 | 18 | 112 | 9 | 139 |
| Peter Schaub, BoD | 170 | 0 | 0 | 170 | 150 | 0 | 0 | 150 |
| Daniel Crausaz, BoD | 92 | 28 | 6 | 126 | 45 | 85 | 9 | 139 |
| Bernard Guillelmon, BoD | 110 | 0 | 6 | 116 | 70 | 0 | 4 | 74 |
| Paul Rambert, BoD | 170 | 0 | 9 | 179 | 147 | 0 | 9 | 156 |
| Urs Ledermann, BoD2 | 20 | 0 | 0 | 20 | 438 | 0 | 0 | 438 |
The amounts reported in the prior-year financial statements in accordance with the Swiss Transparency Act for compensation paid in the form of shares were shown at taxable value, representing a tax discount of 25.274 % to the average price of the share over 20 days due to the five-year vesting period. As a result of an amendment to the Articles of Association, the value of the shares is now calculated on the basis of the share price applicable on the date of allocation. This means that amounts from 25 March 2014 onwards were reported without the tax discount.
Measuring them on the basis of the share price would have given rise to an increase of TCHF 45 (prior year: TCHF 101) in compensation in the form of shares.
| Name, function | Total 2014 | Total 2013 |
|---|---|---|
| Peter Schaub, BoD | 128 | 202 |
| Paul Rambert, BoD | 109 | 173 |
In the case of Peter Schaub, the payments listed for additional work are payments to the consulting firm weber schaub & partner ag, which is co-owned by Peter Schaub. The expenses invoiced relate to tax consulting services provided by employees of the firm weber schaub & partner. Payments for consulting services provided directly by Peter Schaub are covered by his director's compensation.
In the case of Paul Rambert, the payments listed for additional work are payments to Immopoly Sàrl, which is owned by Paul Rambert. The expenses invoiced relate to construction advisory services.
¹ Chairman of the Board of Directors since 11 September 2013
² Up to the General Meeting of 25 March 2014
| Name, function | Executive Board Total 2014 | Executive Board Total 2013 | Christoph Caviezel, CEO 2014 | Christoph Caviezel, CEO 2013 |
|---|---|---|---|---|
| Fees, salary | 2,155 | 2,213 | 743 | 743 |
| Profit-sharing in cash | 89 | 688 | 34 | 246 |
| Profit-sharing in shares | 89 | 841 | 34 | 300 |
| Other contributions | 471 | 549 | 169 | 193 |
| Total | 2,804 | 4,291 | 980 | 1,481 |
The other payments relate to pension contributions, any service anniversary gifts, private usage of vehicles and employer's social security contributions.
Amounts for the 2014 financial year reflect the expense reported in the consolidated financial statements for the year under review (accrual accounting). The amounts reported in the prior-year financial statements in accordance with the Swiss Transparency Act for compensation paid in the form of shares were shown at taxable value, representing a tax discount of 25.274 % to the average price over 20 days due to the five-year vesting period. As a result of an amendment to the Articles of Association, the value of the shares is now calculated on the basis of the share price applicable on the date of allocation. This means that in 2014 the amounts were reported without the tax discount.
Measuring them on the basis of the share price would have given rise to an increase of TCHF 277 in compensation in the form of shares for the entire Executive Board in the 2013 financial year.
Approval by the General Meeting in accordance with the OaEC was not required for the fixed compensation payable to the Executive Board for the 2014 financial year. The General Meeting on 25 March 2014 approved fixed compensation of CHF 2.8 million for the Executive Board for the 2015 financial year.
Share-based compensation for the Executive Board was based on the assumption that a ratio of 50 % (prior year: 55%) as stipulated in the compensation regulations applies.
No loans or credit facilities were granted to members of the Board of Directors or Executive Board or related parties in the 2014 financial year, and there were no such receivables outstanding as at 31 December 2014.
We have audited the accompanying remuneration report (pages 45 to 46) dated 31 December 2014 of Mobimo Holding AG for the year ended 31 December 2014.
The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinance against Excessive compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages.
Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the remuneration report for the year ended 31 December 2014 of Mobimo Holding AG complies with Swiss law and articles 14 – 16 of the Ordinance.
KPMG AG
Lucerne, 5 February 2015
Kurt Stocker Reto Kaufmann Auditor in Charge
Licensed Audit Expert Licensed Audit Expert
| All amounts in TCHF | Note | 2014 | 2013 |
|---|---|---|---|
| Income from rental of properties | 5 | 105,133 | 95,138 |
| Income from sale of trading properties and services | 6 | 157,383 | 214,509 |
| Other income | 744 | 602 | |
| Revenue | 263,260 | 310,249 | |
| Gains from revaluation of investment properties | 20 | 28,802 | 47,889 |
| Losses on revaluation of investment properties | 20 | –25,000 | –22,676 |
| Net income from revaluation | 3,802 | 25,212 | |
| Profit on sale of investment properties | 7 | 4,919 | 7,117 |
| Direct expenses for rented properties | 5 | –17,577 | –16,230 |
| Direct expenses from sale of trading properties and services | 6 | –132,436 | –182,888 |
| Direct operating expenses | –150,012 | –199,118 | |
| Capitalised own account services | 7,854 | 6,922 | |
| Personnel expenses | 8 | –20,356 | –20,663 |
| Operating expenses | 9 | –7,699 | –6,128 |
| Administrative expenses | 10 | –2,241 | –2,684 |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 99,527 | 120,909 | |
| Depreciation and amortisation | 11 | –1,923 | –1,551 |
| Earnings before interest and tax (EBIT) | 97,605 | 119,358 | |
| Share of profit of equity accounted investees | 1,831 | 1,458 | |
| Financial income | 12 | 277 | 4,383 |
| Financial expense | 12 | –31,718 | –26,920 |
| Financial result | –31,440 | –22,537 | |
| Earnings before tax (EBT) | 67,996 | 98,278 | |
| Tax expense | 13 | –4,755 | –16,673 |
| Profit | 63,241 | 81,605 | |
| Of which attributable to the shareholders of Mobimo Holding AG | 62,151 | 81,580 | |
| Of which attributable to non-controlling interests | 1,090 | 25 | |
| EBITDA not including revaluation | 95,726 | 95,697 | |
| Operating result (EBIT) not including revaluation | 93,803 | 94,145 | |
| Earnings before tax (EBT) not including revaluation | 64,194 | 73,066 | |
| Earnings per share in CHF | 14 | 10.00 | 13.14 |
| Diluted earnings per share in CHF | 14 | 9.82 | 12.34 |
| All amounts in TCHF Note |
2014 | 2013 |
|---|---|---|
| Profit | 63,241 | 81,605 |
| Items that may be reclassified subsequently to income statement | –18,932 | 13,142 |
| – Loss/Gain on financial instruments for hedge accounting 25 |
–24,254 | 17,066 |
| – Transfer to income statement | –57 | –55 |
| – Tax effects 13/30 |
5,379 | –3,869 |
| Items that will not be reclassified to income statement | –2,908 | 1,379 |
| – Remeasurement in staff pension schemes 29 |
–3,612 | 1,697 |
| – Tax effects 30 |
704 | –318 |
| Other comprehensive income/loss | –21,839 | 14,520 |
| Of which attributable to the shareholders of Mobimo Holding AG | –21,839 | 14,520 |
| Of which attributable to non-controlling interests | 0 | 0 |
| Total comprehensive income | 41,402 | 96,126 |
| Of which attributable to the shareholders of Mobimo Holding AG | 40,311 | 96,100 |
| Of which attributable to non-controlling interests | 1,090 | 25 |
| All amounts in TCHF Note |
31.12.2014 | 31.12.2013 |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash 15 |
227,380 | 203,458 |
| Trade receivables 16 |
3,832 | 3,851 |
| Income tax receivables | 3,193 | 0 |
| Other receivables 17 |
23,117 | 88,442 |
| Trading properties 18 |
205,243 | 252,553 |
| Accrued income and prepaid expenses 19 |
3,662 | 3,438 |
| Total current assets | 466,427 | 551,741 |
| Non-current assets | ||
| Investment properties | ||
| – Commercial properties 20 |
1,364,484 | 1,150,158 |
| – Residential properties 20 |
526,891 | 410,747 |
| – Development properties 20 |
214,799 | 214,130 |
| – Investment properties under construction 20 |
142,260 | 327,500 |
| Property, plant and equipment | ||
| – Owner occupied properties 21 |
16,066 | 16,797 |
| – Other property, plant and equipment 21 |
2,287 | 1,421 |
| Intangible assets 22 |
5,588 | 4,884 |
| Investments in associates and joint ventures 23 |
24,426 | 23,145 |
| Financial assets 24 |
1,850 | 1,910 |
| Derivative financial instruments 25/34 |
0 | 3,466 |
| Deferred tax assets 30 |
2,674 | 2,566 |
| Total non-current assets | 2,301,324 | 2,156,724 |
| Total assets | 2,767,751 | 2,708,466 |
| All amounts in TCHF Note |
31.12.2014 | 31.12.2013 |
|---|---|---|
| Equity and liabilities | ||
| Liabilities | ||
| Current liabilities | ||
| Current financial liabilities 25 |
22,446 | 286,612 |
| Trade payables | 21,355 | 12,563 |
| Current tax liabilities | 39,688 | 41,420 |
| Derivative financial instruments 25/34 |
0 | 413 |
| Other payables 26 |
1,402 | 2,183 |
| Advance payments from buyers 27 |
9,972 | 16,468 |
| Accrued expenses and deferred income 28 |
19,318 | 13,995 |
| Total current liabilities | 114,180 | 373,655 |
| Non-current liabilities | ||
| Non-current financial liabilities 25 |
1,270,232 | 954,508 |
| Employee benefit obligation 29 |
5,466 | 1,677 |
| Derivative financial instruments 25/34 |
32,385 | 8,927 |
| Deferred tax liabilities 30 |
122,969 | 128,631 |
| Total non-current liabilities | 1,431,051 | 1,093,742 |
| Total liabilities | 1,545,231 | 1,467,397 |
| Equity 31 |
||
| Share capital | 180,282 | 180,220 |
| Treasury shares | –315 | –470 |
| Capital reserves | 328,615 | 387,754 |
| Retained earnings | 709,357 | 670,074 |
| Total equity attributable to the shareholders of Mobimo Holding AG | 1,217,938 | 1,237,577 |
| Attributable to non-controlling interests | 4,582 | 3,492 |
| Total equity | 1,222,520 | 1,241,069 |
| Total equity and liabilities | 2,767,751 | 2,708,466 |
| All amounts in TCHF Note |
2014 | 2013 |
|---|---|---|
| Earnings before tax | 67,996 | 98,278 |
| Net gains from revaluation of investment properties 20 |
–3,802 | –25,212 |
| Share-based payments 35 |
759 | 1,549 |
| Depreciation on property, plant and equipment and amortisation of lease incentives 11/20 |
2,398 | 2,081 |
| Amortisation of intangible assets 11/22 |
408 | 248 |
| Profit on disposal of investment properties 7 |
–4,919 | –7,117 |
| Loss on disposal/derecognition of property, plant and equipment | 16 | 0 |
| Share of profit of associates 23 |
–1,831 | –1,458 |
| Financial result 12 |
31,440 | 22,537 |
| Changes | ||
| Trade receivables | 19 | 168 |
| Trading properties | 49,360 | 109,432 |
| Other receivables and accrued income and prepaid expenses | 71,237 | –67,801 |
| Employee benefit obligation | 177 | 122 |
| Trade payables | 7,137 | –3,304 |
| Advance payments from buyers | –6,496 | –12,555 |
| Other liabilities and accrued expenses and deferred income | 6,849 | –3,316 |
| Income tax paid | –15,188 | –8,123 |
| Net cash from operating activities | 205,559 | 105,532 |
| Investment in joint venture | –50 | 0 |
| Acquisition of investment properties 20 |
–206,104 | –125,513 |
| Acquisition of property, plant and equipment 21 |
–1,665 | –715 |
| Acquisition of intangible assets 22 |
–1,112 | –1,506 |
| Disposal of financial assets 24 |
46 | 40 |
| Disposal of investment properties less selling costs 7/20 |
68,329 | 37,058 |
| Dividends received | 670 | 1,170 |
| Interest received | 131 | 389 |
| Net cash used in investing activities | –139,755 | –89,079 |
| Proceeds from financial liabilities | 348,419 | 260,608 |
| Repayment of financial liabilities | –297,704 | –85,406 |
| Net cash from capital increases 31 |
62 | 161 |
| Distribution of capital contribution reserves 31 |
–59,029 | –55,886 |
| Acquisition of treasury shares 31 |
–1,742 | 0 |
| Interest paid | –31,887 | –30,119 |
| Net cash used in/from financing activities | –41,881 | 89,359 |
| Increase in cash | 23,923 | 105,813 |
| Cash at beginning of reporting period | 203,458 | 97,645 |
| Non | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Other | Total | Equity attributable to | con | |||||||
| Note | Share | Treasury | Capital | Hedging | retained | retained | the shareholders of | trolling | Total | |
| All amounts in TCHF | capital | shares | reserves | reserve | earnings | earnings | Mobimo Holding AG | interests | equity | |
| As at 1 January 2013 | 180,058 | –1,910 | 443,656 | –10,646 | 584,493 | 573,847 | 1,195,652 | 3,466 | 1,199,118 | |
| Profit 2013 | 81,580 | 81,580 | 81,580 | 25 | 81,605 | |||||
| Cash flow hedges: | 25 | |||||||||
| – Change in fair value | 17,066 | 17,066 | 17,066 | 17,066 | ||||||
| – Transfer to income | ||||||||||
| statement | –55 | –55 | –55 | –55 | ||||||
| Tax effects | –3,869 | –3,869 | –3,869 | –3,869 | ||||||
| Staff pension schemes: | 29 | |||||||||
| – Remeasurement | 1,697 | 1,697 | 1,697 | 1,697 | ||||||
| – Tax effects | –318 | –318 | –318 | –318 | ||||||
| Other comprehensive | ||||||||||
| income/loss | 0 | 0 | 0 | 13,142 | 1,379 | 14,520 | 14,520 | 0 | 14,520 | |
| Total comprehensive | ||||||||||
| income | 0 | 0 | 0 | 13,142 | 82,959 | 96,100 | 96,100 | 25 | 96,126 | |
| Distribution of capital | ||||||||||
| contribution reserves | 31 | –55,886 | –55,886 | –55,886 | ||||||
| Capital increase Share-based payments: |
161 | 161 | 161 | |||||||
| – Board of Directors and | 35 | |||||||||
| management | 1,440 | –17 | 127 | 127 | 1,549 | 1,549 | ||||
| As at 31 December 2013/ | ||||||||||
| 1 January 2014 | 180,220 | –470 | 387,754 | 2,496 | 667,578 | 670,074 | 1,237,577 | 3,492 | 1,241,069 | |
| Profit 2014 | 62,151 | 62,151 | 62,151 | 1,090 | 63,241 | |||||
| Cash flow hedges: | 25 | |||||||||
| – Change in fair value | –24,254 | –24,254 | –24,254 | –24,254 | ||||||
| – Transfer to income | ||||||||||
| statement | –57 | –57 | –57 | –57 | ||||||
| Tax effects | 5,379 | 5,379 | 5,379 | 5,379 | ||||||
| Staff pension schemes: | 29 | |||||||||
| – Remeasurement | –3,612 | –3,612 | –3,612 | –3,612 | ||||||
| – Tax effects | 704 | 704 | 704 | 704 | ||||||
| Other comprehensive | ||||||||||
| income/loss | 0 | 0 | 0 | –18,932 | –2,908 | –21,839 | –21,839 | 0 | –21,839 | |
| Total comprehensive | ||||||||||
| income | 0 | 0 | 0 | –18,932 | 59,243 | 40,311 | 40,311 | 1,090 | 41,402 | |
| Distribution of capital | ||||||||||
| contribution reserves | 31 | –59,029 | –59,029 | –59,029 | ||||||
| Capital increase | 31 | 62 | 62 | 62 | ||||||
| Share-based payments: | 35 | |||||||||
| – Board of Directors and | ||||||||||
| management | 1,897 | –110 | –1,028 | –1,028 | 759 | 759 | ||||
| Acquisition of treasury | ||||||||||
| shares | 31 | –1,742 | –1,742 | –1,742 | ||||||
| As at 31 December 2014 | 180,282 | –315 | 328,615 | –16,436 | 725,793 | 709,357 | 1,217,938 | 4,582 | 1,222,520 |
The Mobimo Group is a real estate company which operates exclusively in Switzerland. Its business activities consist of the long-term holding and management of commercial, industrial and residential properties, the construction and selling of residential properties and the development of commercial and residential properties.
The parent company is Mobimo Holding AG, a public limited company under Swiss law, headquartered in Lucerne and listed on the SIX Swiss Exchange.
The consolidated annual financial statements of Mobimo Holding AG are prepared in accordance with International Financial Reporting Standards (IFRS) and comply with legislation in Switzerland as well as with Article 17 of the Directive on Financial Reporting issued by the SIX Swiss Exchange.
Consolidation takes place on the basis of the individual financial statements from the Group companies. These statements are audited and drawn up in accordance with standardised guidelines. The reporting date is 31 December.
All amounts contained in the consolidated annual financial statements are shown in thousands of Swiss francs (TCHF), unless stated otherwise. The sums and totals of the individual positions may be larger or smaller than 100 % due to rounding. The consolidated annual financial statements have been prepared at amortised cost, with the exception of investment properties, investment properties under construction and derivatives, which are recognised at fair value, and investments in associates and joint ventures, which are initially valued at cost and subsequently according to Mobimo's share of equity.
In preparing the consolidated annual financial statements in accordance with IFRS, management is required to make estimates and assumptions and apply its judgement in its application of the accounting policies. This can influence reported income, expenses, assets, liabilities and contingent assets and liabilities at the time the statements are drawn up. The estimates and assumptions used are based on past experience as well as on other factors which appear plausible at that specific point in time. If actual results in the future differ from such estimates and assumptions, the initial estimates and assumptions will be adjusted in the applicable reporting period.
In the year under review, a new assessment was made of tax liabilities (ongoing and latent) based on new income tax information, so that these could be reduced. Details can be found in Notes 13 and 30.
The main estimates and assumptions used in the valuation of assets and liabilities are described below.
Mobimo holds investment properties with a carrying amount of CHF 2,248 million. The properties are measured at fair value, determined in accordance with the provisions of IFRS 13. The valuations are based on various estimates and assumptions, which are explained in Note 20 Investment properties. Note 20 also shows the sensitivity of the fair values of investment properties to a change in input factors and includes a quantitative analysis of the sensitivity of fair values to a change in the discount rate.
Mobimo's trading properties have a carrying value of CHF 205 million. A financial forecast is drawn up for each building project in which overall costs and sales proceeds are budgeted for. Budgeted overall costs and planned sales prices are determined on the basis of various factors and assumptions. These include past experience, project specifications for the properties, benchmark values for construction costs and other relevant factors such as the planned construction period. Financial forecasts are reviewed on an ongoing basis and adjusted where necessary.
If actual construction costs and sales proceeds differ from the planned figures or if unexpected developments during the construction period make an adjustment of the financial forecasts necessary, an adjustment in carrying amounts, i.e. an adjustment in valuation allowances for loss-making projects, may become necessary.
Mobimo has deferred tax liabilities of CHF 123.0 million. Deferred taxes are almost exclusively attributable to valuation differences in respect of investment properties and investment properties under construction.
The taxation of gains from the disposal of properties is subject to a special property gains tax in various cantons. The tax rates applied depend on the length of time the property is held and can vary significantly.
In the calculation of deferred taxes on investment properties, a residual holding period is estimated for each property that reflects Mobimo's strategy. The tax payable on these properties is calculated on the basis of a holding period of up to 20 years. Should the actual holding period for a property deviate from the estimated holding period, the amount of tax applicable at the time the property is sold may vary considerably from the deferred tax estimated.
Applying the property gains tax rates that would be payable in the event of a theoretical sale of all properties on 1 January 2015, the deferred tax liabilities would be CHF 8.3 million higher than the reported deferred tax liabilities under Note 30.
Various property gains tax amounts due on property sales in the current and previous periods are not yet definitive as at the reporting date. If the definitive amounts involved are not the same as the initial calculations, this may have a material effect on the tax expense for future periods.
Mobimo has applied the following new or revised standards and interpretations with effect from 1 January 2014:
Amendments to IAS 32 – Changes to the rules regarding offsetting of financial assets and financial liabilities
Amendments to IAS 36 – Recoverable amount disclosures for non-financial assets Amendments to IAS 39 – Novation of derivatives and continuation of hedge accounting
These amendments had no impact on the consolidated annual financial statements for 2014
The following new and amended standards and interpretations were approved, but did not or will not take effect until a later date. They have not been adopted in advance in these consolidated financial statements. The impact on Mobimo's consolidated financial statements has not yet been systematically analysed. Consequently, their anticipated impact as disclosed in the footnotes to the table represents merely an initial estimate by the Executive Board.
| Standard/Interpretation | Entry into force | Planned application | ||
|---|---|---|---|---|
| by Mobimo (financial year) | ||||
| Amendments to IAS 19 | Employee Contributions | * | 1 July 2014 | 2015 financial year |
| Amendments to IFRSs 2010 – 2012 | Annual Improvements to IFRSs 2010−2012 Cycle | * | 1 July 2014 | 2015 financial year |
| Amendments to IFRSs 2011 – 2013 | Annual Improvements to IFRSs 2011−2013 Cycle | * | 1 July 2014 | 2015 financial year |
| Amendments to IAS 1 | Disclosure initiative | * | 1 January 2016 | 2016 financial year |
| Amendments to IFRS 10 und IAS 28 | Sales or contributions of assets between an investor | * | 1 January 2016 | 2016 financial year |
| and its associate/joint venture | ||||
| Amendments to IFRSs 2012 – 2014 | Annual Improvements to IFRSs 2012−2014 Cycle | * | 1 January 2016 | 2016 financial year |
| Amendments to IFRS 11 | Accounting for Acquisitions of Interests in Joint | * | 1 January 2016 | 2016 financial year |
| Operations | ||||
| Amendments to IAS 16 and IAS 38 | Clarification of Acceptable Methods of Depreciation | * | 1 January 2016 | 2016 financial year |
| and Amortisation | ||||
| IFRS 15 | Revenue from Contracts with Customers | ** | 1 January 2017 | 2017 financial year |
| IFRS 9 | Financial Instruments | *** | 1 January 2018 | 2018 financial year |
IFRS 15 introduces a new approach to revenue recognition according to which revenue is recognised when control of a product or service passes to the customer (instead of the previous approach based on the time of the transfer of the risks and rewards of ownership).
This consequently also redefines the scope for the application of the percentage of completion (POC) method. Instead of the previous practice under IAS 11, the application of the POC method under IFRS 15 no longer depends on whether the contract in question is a specific construction contract negotiated with the customer but rather whether the transfer of control has already taken place. IFRS 15 makes a distinction between revenue recognition on a specific date and over time, with the latter corresponding to the POC method. While the provisions of IAS 17 (Leases) continue to apply to the rental of investment properties, which are consequently excluded from the new standard, IFRS 15 is to be applied to the sale of residential property and to development services for third-party investors.
Although Mobimo expects the changes to have no material impact on its development services for third-party investors, they could affect revenue recognition on the sale of condominiums. The current guidelines under IFRIC 15 specify that revenue is to be recognised on the transfer of material risks and rewards of ownership at the handover of the keys. According to the new standard, the definition criteria could be fulfilled based on the recognition of revenue for a particular period of time. Such recognition is to be applied in accordance with IFRS 15.35c, when performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed. Following notarisation of a purchase contract with the buyer, Mobimo is no longer able to place an alternative apartment at the buyer's disposal without breaching the contract, on which basis the criterion as regards alternative use can be deemed to be fulfilled. What is decisive therefore is whether the legal foundation in the Swiss Code of Obligations on which purchase contracts are based fulfil the criterion of an enforceable right to payment for work already performed to date. This point is currently being clarified. If this should be the case, revenue would have to be recognised as at the date of notarisation of the purchase contract for each individual apartment over the period in question. This would result in Mobimo's recognition of revenue and estimated share of profit for notarised apartments taking place during the progress of construction.
* No impact or no significant impact expected on Mobimo's consolidated financial statements
** The potential impact is explained below
*** The impact on Mobimo's consolidated annual financial statements cannot yet be determined to a sufficiently reliable degree
The consolidated annual financial statements encompass all companies over which Mobimo Holding AG has either direct or indirect control. Control is deemed to exist where Mobimo is exposed to fluctuating income as a result of its holdings in a company and has rights over such income. Mobimo must also have the ability to influence this income through its power of disposal over the company (see scope of consolidation in Note 39). Group companies acquired or divested during the course of a year are consolidated from the date on which control is acquired or deconsolidated from the date on which control ceases. For fully consolidated companies, the assets, liabilities, expense and income are taken over on a 100 % basis using the full consolidation method. All intragroup transactions and relationships as well as interim profit on intragroup transactions and balances are eliminated. Unrealised losses on intragroup transactions are also eliminated, unless there is evidence of an impairment.
Capital is consolidated at the time of acquisition using the purchase method. The purchase price of the acquired company is determined on the basis of the total market value of the acquired assets, the liabilities incurred or assumed and the equity instruments issued by the company. Transaction costs arising in connection with a company acquisition are recognised in profit or loss. Goodwill arising from a company acquisition is recognised as an asset. It corresponds to the excess of the sum of the purchase price, the amount of non-controlling interests to the acquired company and the market value of the equity already owned over net assets, liabilities and contingent liabilities measured at market value. There is a choice of options for each transaction when measuring the amount attributable to the non-controlling interests: they may be valued either at market value or as the proportion of the non-controlling interests in the market value of the net assets acquired. In the case of a negative difference, the remaining balance is immediately recognised in profit or loss following a further assessment of the market value of the net assets acquired. Goodwill is subject to an impairment test at least once a year, or sooner if there are indications of a decrease in value. Non-controlling interests are shown separately from the Group's equity. Changes in the size of the interest that do not lead to loss of control are treated as transactions with equity owners. Any difference between the purchase price paid or the consideration received and the amount by which the non-controlling interests are being adjusted is recognised directly in equity.
Ownership interests of between 20 % and 50 % in companies over which Mobimo exerts a significant influence but which it does not control, as well as shares in joint ventures, are accounted for using the equity method and recognised separately in the balance sheet. The market value of the pro rata net assets is determined at the time of acquisition and recognised in the balance sheet together with any goodwill under Investments in associates. In subsequent reporting periods, this figure will be adjusted to reflect Mobimo's share of the additional capital and the profits generated, as well as any dividends.
Ownership interests of below 20 % are classified as financial assets "available for sale" (see section "Financial assets").
The foreign currency positions contained in the individual statements of consolidated companies are translated as follows:
Foreign currency transactions are translated into Swiss francs and recognised at the exchange rate valid on the day of the transaction. Any monetary assets and liabilities denominated in a foreign currency are translated in the balance sheet at the rate on the financial reporting date. Exchange rate differences arising from retranslations or revaluations of foreign currency positions on the reporting date are recognised in the income statement.
As at the end of 2014, Mobimo held no assets or liabilities in foreign currencies. All subsidiaries present their financial statements in Swiss francs, which means that consolidation produces no exchange differences.
Cash comprises cash in hand and call deposits with banks as well as fixed-term deposits with banks and short-term money market investments with a term of up to 90 days from the time of acquisition. These are recognised at nominal value.
Receivables are measured at amortised cost, which generally equates to the nominal value less any necessary valuation allowances for non-collectible receivables. The valuation allowances are individual valuation allowances for specifically identified positions where there are objective indications that the outstanding amount will not be collected in full.
The "trading properties" category includes properties for conversion as well as newbuilds where Mobimo assumes the production of condominiums in order to subsequently sell them. Trading properties also include properties that Mobimo has acquired as part of projects for the "Investment for Third Parties" business area and that it intends or has contractually agreed to sell to third-party investors in the future.
Trading properties are valued at the lower of cost or market. With loss-making properties, provisions are created immediately for the total loss expected. See also the explanations in the section entitled Use of estimates and assumptions and the application of judgement (Estimates of construction costs of trading properties).
These properties are classified as investment properties under IAS 40. Mobimo differentiates between the following categories of investment property:
These are properties that have been either acquired or built by the company and that are held and managed over a substantial period of time and are not rented out by Mobimo to private individuals as living space. Rental agreements for commercial properties generally contain an index clause stating that rents may be increased on the basis of the consumer price index.
These are properties that have been either acquired or built by the company and that will be held and managed over a substantial period of time and rented out to private individuals as living space. Rent increases for residential properties are generally linked to inputs such as the mortgage interest rate (reference interest rate).
In the case of mixed use, properties on which more than 50 % of rental income is generated from the rental of apartments are reported as residential properties and properties on which more than 50 % of rental income results from the rental of commercial premises are reported as commercial properties.
These include properties with construction shortcomings or substantial vacancy rates, where vacancy is unlikely to be brought below 10 % on a long-term basis without significant refurbishment measures. Renovation or conversion plans are developed for these properties. On the basis of these plans, the properties are either reclassified as investment properties under construction or as trading properties or revert to commercial or residential properties. Land held for undetermined future use is likewise classified as development properties.
Properties are classified as investment properties under construction as soon as building permission has been granted and construction is to start in the near future. Following completion, the property is reclassified as either residential or commercial property.
Investment properties are initially valued at cost at the time of initial recognition including directly attributable transaction costs. After initial recognition, they are recognised at fair value and the changes in value are recognised in the income statement. To this end, independent property experts Wüest & Partner conduct a valuation as at the reporting date. Fair value is determined on the basis of IFRS 13 (see Note 20 "Investment properties").
Property, plant and equipment and owner-occupied properties are measured at cost less accumulated depreciation and any accumulated impairment losses.
Components of an item of property, plant and equipment with different useful lives are recognised individually and depreciated separately.
Subsequent investments are capitalised in the carrying amount of property, plant and equipment if it is likely that Mobimo will derive economic benefits from these in the future. Maintenance and renovation costs are charged to the income statement.
Property, plant and equipment is depreciated using the straight-line method over the shorter of its estimated useful life or the term of the lease.
Useful life is as follows:
| Buildings | 50 years |
|---|---|
| Interior fixtures and fittings | 15 years |
| Technical equipment | 15 years |
| Office furnishings | 8 years |
| Office equipment | 5 years |
| Telephone installations | 5 years |
| Vehicles | 5 years |
| Hardware | 3 – 4 years |
Mobimo does not possess any leasing agreements classed as finance leases.
Payments for operating leases are recognised in profit or loss over the term of the lease.
Mobimo classifies the purchase rights/construction projects and software categories as intangible assets. Mobimo acquires purchase rights when it makes payments for the right to purchase a plot of land. Development services carried out for third parties and own work carried out on projects using non-current assets where a contractual basis for the acquisition of land exists but the title to the land has not yet been transferred are reported under construction projects. The software category comprises software that has been purchased for operational purposes. Intangible assets are measured at amortised cost. Software is amortised over an estimated useful life of three to five years.
Financial assets comprise long-term loans to third parties and non-consolidated equity investments. Loans are recognised at amortised cost less any valuation allowance. Non-consolidated equity investments are classified as "available for sale" and measured at fair value; with the exception of impairments, changes in fair value are recognised in equity, not through profit or loss. If a fair value cannot be reliably defined, the non-consolidated equity investment is measured at cost.
The intrinsic value of property, plant and equipment and intangible assets is assessed at least once a year. If there are indications of sustained decreases in value, an impairment test is carried out.
Recoverable amounts are calculated annually for other intangible assets with an indefinite useful life and intangible assets not yet available for use, even if there are no indications of any decrease in value.
Non-current assets and groups of assets including directly associated liabilities ("disposal groups") are classified as "held for sale" and presented separately in the balance sheet as separate assets or liabilities if the carrying amount is to be recovered principally through a sale transaction rather than through continuing use. A prerequisite for this is that the sale is highly probable and the asset is available for immediate sale in its current condition. For a sale to be regarded as highly probable, certain criteria must be met; for example, the sale must be expected to take place within 12 months.
Trade and other short-term payables are measured at amortised cost, which generally corresponds to the nominal value of the payables.
Financial liabilities consist of outstanding bonds and mortgage-secured bank loans. A long-term financial liability is one on which the agreed residual maturity is longer than 12 months. All other agreements are classified as short term, including amortisation payments that are due within 12 months of the reporting date.
At initial recognition, financial liabilities are recognised at fair value less transaction costs. Subsequently, financial liabilities are measured at amortised cost, with the difference between the amount to be repaid and the carrying amount being amortised over the term using the effective interest method.
Mobimo uses derivative financial instruments (e.g. interest rate swaps and forward rate agreements) to hedge the interest rate risks of financial liabilities.
Derivative financial instruments are measured at fair value at initial recognition and thereafter. Gains and losses from adjustments to fair values are treated as follows:
The hedging of interest rate risk on financial liabilities is classified as a cash flow hedge under certain circumstances. The effective portion of the change in derivatives' market values is recognised in other comprehensive income (equity) and not taken through profit or loss. The ineffective portion is recognised directly in the income statement. As soon as the hedged transaction (interest payments) takes place, accumulated unrealised gains and losses are transferred to the income statement and recognised in the financial result.
Changes in fair values of all other derivatives are recognised in profit or loss in the financial result.
Provisions are set aside if an event that has taken place has given rise to a present legal or constructive obligation, it is probable that there will be an outflow of resources and reliable measurement can take place.
Liabilities from defined-benefit plans are determined annually for each plan by setting the present value of the defined benefit obligation using the projected unit credit method. The discount rate used for the calculation is based on the interest rate of first-class industrial bonds with very similar maturities to the liabilities. The market value of the plan assets is subsequently deducted. Pension costs, which are recognised in profit or loss, comprise current service cost, past service cost, gains and losses on settlement and net interest expense. Gains and losses on plan curtailments are a component of past service costs. Net interest expense corresponds to the discount rate multiplied by the net benefit obligation as at the beginning of the financial year. Any revaluations, comprising actuarial gains and losses resulting from changes in assumptions and experience adjustments as well as investment income less contributions, that are included in net interest expense are recognised in other comprehensive income.
The share capital is presented as equity since there is no repayment obligation and no dividend guarantee. Transaction costs incurred during a capital increase and attributable directly to the issuing of new shares are deducted from the amount of the capital increase less associated income tax.
Dividends are presented as liabilities as soon as they are approved by the General Meeting and are thus due.
The costs for the acquisition (purchase price and directly attributable transaction costs) of treasury shares are offset against equity. Shares which have been bought back are classified as treasury shares and deducted from equity as a negative item.
Revenues from the rental of investment properties include net rental revenues, i.e. target rental revenues less rents lost due to vacancy rates. In the case of rental agreements classed as operating leases, rents are recognised on an accrual basis over the term of the lease. If the tenants are provided with significant incentives (e.g. rent-free periods), the cost of such incentives is recognised over the lease term on a straight-line basis as an adjustment of the rental income. At present, Mobimo has no rental agreements classed as finance leases.
In accordance with the provisions of IFRIC 15, sales proceeds from trading properties are recognised after construction is completed, at the point when control and the significant risks and rewards of ownership are transferred.
Gains from the disposal of investment properties correspond to the difference between the net proceeds and the fair value recognised. The gain is recognised when the significant risks and rewards are transferred.
Interest on loans taken out to finance construction projects (trading properties and investment properties under construction) is capitalised over the construction period.
All other interest on borrowing is recognised as an expense in the income statement using the effective interest method.
Income taxes include current and deferred income taxes. They are recognised in profit or loss, with the exception of income tax on transactions that are recognised in other comprehensive income or directly in equity. In these cases, the income tax is similarly charged to other comprehensive income or directly to equity.
Current income taxes include the expected taxes payable on the relevant taxable result, calculated using the tax rates enacted or substantially enacted at the reporting date, capital gains taxes on property sales effected and any adjustments to tax liabilities or assets from previous years.
Deferred taxes are recognised for temporary differences between the respective tax bases in the tax balance sheet and the consolidated balance sheet, in accordance with the balance sheet liability method. Measurement of deferred taxes takes account of the point in time when the asset/liability is expected to be realised/settled and the manner in which carrying amounts are expected to be recovered or settled. The tax rates used are those that are enacted or substantially enacted at the reporting date.
Deferred tax assets can only be recognised to the extent that it is probable that future profits will be available, against which the temporary differences can be offset.
Share-based payments are transactions whereby the Mobimo Group receives goods or services in return for equity instruments such as shares or options. The Board of Directors and the Executive Board are currently subject to compensation rules under which compensation is paid partly in the form of shares. Both schemes are classified as share-based payments. The costs of share-based payments are recognised in profit or loss in personnel expenses, spread over the vesting period. The corresponding counter-posting takes place in equity. The vesting period is the period during which unlimited entitlement to the shares or options granted is earned. The valuation is based on the fair value of the equity instruments as at the grant date. The grant date is the date on which both parties agree to the plan for the share-based payment and reach a joint agreement on the terms and conditions of the plan.
Earnings per share are calculated from the Group result attributable to the shareholders of Mobimo Holding AG, divided by the weighted average of the number of shares outstanding during the reporting period. Diluted earnings per share additionally take account of any shares arising from the exercise of option or conversion rights.
The management structure of the Mobimo Group and thus the internal reporting to the Group's key decision-maker are based on the individual divisions. With effect from 1 July 2014, the business areas Investments for Third Parties (previously part of the Development division) and Portfolio Management (previously a division in its own right) constitute the new Real Estate division under the management of Thomas Stauber. This means that there are now two divisions: Real Estate and Development (excluding Investments for Third Parties). For reporting purposes the results have been presented as if the new structure had already existed with effect from the start of the year. The corresponding figures for the 2013 financial year have also been restated according to the new structure.
The business activities of these two divisions can be described as follows:
The Real Estate division conducts the long-term, strategic development and management of investment properties. The division analyses the optimum use of residential, commercial and office properties on an ongoing basis, implements changes and processes buying and selling transactions. It also draws up the requirements for new properties within the context of portfolio management. This division is also entrusted with managing and marketing investment properties and with tenant management. The Real Estate division also includes the Investments for Third Parties business area, in which Mobimo offers development services for third parties up to and including turn-key real estate investments for institutional and private investors. The Real Estate division consequently includes investment properties and properties designated for development and sale to third-party investors.
The Development division is responsible for developing and constructing new investment property for the company's own portfolio and for the construction and sale of condominiums (newbuilds and conversions). Its activities include preparing projects for sites and land to the point where they are ready for building permission to be granted, supervising building activity (typically in collaboration with a general contractor) and selling, including buyer management, in relation to condominium development. The Development division consequently includes properties under construction, properties designated for sale as residential property and development properties. The latter are properties with construction shortcomings or substantial vacancy rates, where vacancy is unlikely to be brought below 10 % on a long-term basis without significant refurbishment measures. Renovation or conversion plans are developed for these properties. On the basis of these plans, the properties are either reclassified as investment properties under construction or as trading properties or revert to commercial or residential properties. Land held for undetermined future use is likewise classified as development property.
The Board of Directors, which has been identified as the key decision-maker, monitors the results of the individual divisions on the basis of EBIT. These figures are determined using the same accounting principles as in the consolidated annual financial statements prepared in accordance with IFRS. Income tax and interest are not included in the segment results and are recognised under Reconciliation. The costs of central functions such as Finance and IT, Marketing and Communication, Legal Services and Central Services, like the expenses for the Executive Board, are attributed to the segments on the basis of usage. Expenses in connection with the Board of Directors are not attributed to the segments, but are reported under Reconciliation.
Segment assets include trading properties, investment properties, owner-occupied properties and investment properties under construction. No other assets are attributed to the segments. Segment assets are measured in the same way as in the consolidated annual financial statements prepared in accordance with IFRS.
There were no transactions between the individual segments. Accordingly, there was no need to eliminate intersegment transactions.
Since Mobimo operates exclusively in Switzerland, revenues and non-current assets do not need to be broken down on a geographical basis.
The sale of a construction project, including land, to a third-party investor generated revenue of approximately CHF 55 million in the Investments for Third Parties business area within the Real Estate division, which accounts for 21% of Group revenue and 34 % of segment income.
A further breakdown of rental income by property type (commercial, residential and trading properties) can be found in Note 5.
| All amounts in TCHF | Real Estate | Development | Total segments | Reconciliation | Total |
|---|---|---|---|---|---|
| Income from rental of properties | 97,841 | 7,292 | 105,133 | 105,133 | |
| Net income from revaluation | 3,722 | 80 | 3,802 | 3,802 | |
| Income from sale of trading properties and services | 55,431 | 101,952 | 157,383 | 157,383 | |
| Profit on disposal of investment properties | 4,669 | 250 | 4,919 | 4,919 | |
| Other income | 744 | 0 | 744 | 744 | |
| Total segment income | 162,407 | 109,574 | 271,981 | 271,981 | |
| Segment result EBIT1 | 90,706 | 8,199 | 98,905 | –1,300 | 97,605 |
| Share of profit of equity accounted investees | 1,831 | ||||
| Financial result | –31,440 | ||||
| Earnings before tax (EBT) | 67,996 | ||||
| Tax | –4,755 | ||||
| Profit | 63,241 | ||||
| Trading properties | 8,367 | 196,876 | 205,243 | 205,243 | |
| Investment properties | 1,891,375 | 214,799 | 2,106,174 | 2,106,174 | |
| Owner occupied properties | 16,066 | 16,066 | 16,066 | ||
| Investment properties under construction | 142,260 | 142,260 | 142,260 | ||
| Total segment assets | 1,915,808 | 553,935 | 2,469,743 | 2,469,743 | |
| Non-attributed assets | 298,008 | 298,008 | |||
| Total assets | 2,767,751 | ||||
| Depreciation and amortisation | –972 | –951 | –1,923 | –1,923 | |
| Investments in non-current assets | 133,769 | 72,543 | 206,312 | 2,777 | 209,089 |
¹ Reconciliation EBIT is the compensation for the Board of Directors
| All amounts in TCHF | Real Estate | Development | Total segments | Reconciliation | Total |
|---|---|---|---|---|---|
| Income from rental of properties | 84,636 | 10,503 | 95,138 | 95,138 | |
| Net income from revaluation | 22,886 | 2,326 | 25,212 | 25,212 | |
| Income from sale of trading properties and services | 7,711 | 206,798 | 214,509 | 214,509 | |
| Profit on disposal of investment properties | 5,015 | 2,102 | 7,117 | 7,117 | |
| Other income | 602 | 0 | 602 | 602 | |
| Total segment income | 120,849 | 221,729 | 342,578 | 342,578 | |
| Segment result EBIT1 | 93,298 | 27,542 | 120,839 | –1,482 | 119,358 |
| Share of profit of equity accounted investees | 1,458 | ||||
| Financial result | –22,537 | ||||
| Earnings before tax (EBT) | 98,278 | ||||
| Tax | –16,673 | ||||
| Profit | 81,605 | ||||
| Trading properties | 39,838 | 212,715 | 252,553 | 252,553 | |
| Investment properties | 1,560,905 | 214,130 | 1,775,035 | 1,775,035 | |
| Owner occupied properties | 16,797 | 16,797 | 16,797 | ||
| Investment properties under construction | 327,500 | 327,500 | 327,500 | ||
| Total segment assets | 1,617,540 | 754,345 | 2,371,885 | 2,371,885 | |
| Non-attributed assets | 336,581 | 336,581 | |||
| Total assets | 2,708,466 | ||||
| Depreciation and amortisation | –646 | –906 | –1,551 | –1,551 | |
| Investments in non-current assets | 28,354 | 99,543 | 127,897 | 2,222 | 130,118 |
¹ Reconciliation EBIT is the compensation for the Board of Directors
The company FM Service & Dienstleistungs AG was established as a joint venture with a partner in the 2014 financial year. Each partner holds a 50 % interest. Further details can be found in Note 23.
The Olten, Aarepark property had been purchased in the previous year by acquiring the shares of TRM-Immobilien AG. As the purchased company did not qualify as a business within the meaning of IFRS 3, the acquisition likewise did not qualify as a business combination but instead represented a purchase of assets. TRM-Immobilien AG was subsequently merged with Mobimo AG.
Net rental income can be broken down between the categories as follows:
| 2014 | 2013 | |
|---|---|---|
| Commercial properties | 81,520 | 73,691 |
| Residential properties | 22,951 | 20,491 |
| Income from rental of investment properties | 104,471 | 94,182 |
| Trading properties1 | 661 | 956 |
| Total income from rental of properties | 105,133 | 95,138 |
| Commercial properties | 14,241 | 12,202 |
| Losses on receivables commercial properties | 147 | 389 |
| Residential properties | 2,864 | 3,335 |
| Losses on receivables residential properties | 31 | 62 |
| Investment property expense | 17,282 | 15,987 |
| Rented trading properties | 257 | 221 |
| Losses on receivables from trading properties | 37 | 22 |
| Net income from revaluation | 17,577 | 16,230 |
| Net rental income | 87,556 | 78,909 |
Rental income contains net rental income, i.e. the rents received. Rental income contains net rental income, i.e. the rents received. The year-on-year increase in 2014 was mainly attributable to the first-time letting of properties completed during the course of the prior year and in the year under review and related to acquired properties (Zurich, Friesenbergstrasse 75/im Tiergarten 7 and Zurich, Treichlerstrasse 10/Dolderstrasse 16).
Direct expenses contains all costs relating to maintenance and administration (including building superintendent remuneration, marketing and property taxes) that cannot be passed on to tenants.
¹ Rental income from development properties
| 2014 | 2013 | |
|---|---|---|
| Proceeds from sale of trading properties and services | 157,383 | 214,509 |
| Construction costs of trading properties sold and expenses from services | 133,736 | 181,238 |
| Changes in valuation allowances | –1,300 | 1,650 |
| Total expenses from sale of trading properties and services | 132,436 | 182,888 |
| Profit on sale of trading properties and services | 24,947 | 31,621 |
A total of 68 apartments (previous year: 194) were sold during the year under review. This profit also includes the sale of the land at Herrliberg, Rigiweg, the Weggis, Luzernerstrasse 24/26 property and the Dübendorf, Sonnentalstrasse 10 project. Further details of the trading properties sold can be found in Note 18.
| Profit on disposal of investment properties | 4,919 | 7,117 |
|---|---|---|
| Sales costs | –582 | –145 |
| Carrying amount | –63,529 | –29,940 |
| Sales proceeds investment properties | 69,030 | 37,202 |
| 2014 | 2013 |
Further details of the properties sold can be found in Note 20.
| 2014 | 2013 | |
|---|---|---|
| Salaries | 13,847 | 12,737 |
| Profit-sharing (management/employees) | 745 | 2,499 |
| Social security contributions | 1,154 | 1,214 |
| Defined contribution plans | 198 | 188 |
| Defined benefit plans | 1,039 | 989 |
| Compensation for Board of Directors | 1,185 | 1,482 |
| External training and education costs | 270 | 241 |
| Other personnel expenses | 1,918 | 1,312 |
| Total personnel expenses | 20,356 | 20,663 |
| Headcount as at 31 December (full time basis) | 102,9 | 95,8 |
| Average headcount (full time basis) | 101,6 | 90,1 |
Further details of the benefit plans can be found in Note 29.
| 2014 | 2013 | |
|---|---|---|
| Room costs | 186 | 143 |
| Costs for investigations in connection with the acquisition of properties, sales documentation | 41 | 128 |
| Capital taxes | 569 | 513 |
| Project Planning Costs | 1,382 | 43 |
| Other operating expenses | 5,521 | 5,301 |
| Total operating expenses | 7,699 | 6,128 |
Planning costs relate mainly to expenditures on the development of and compilation of feasibility studies for projects subject to external influences that Mobimo cannot influence and for which there is uncertainty as to whether they can be at all realised. For this reason, these costs have been charged to operating expenses until there is certainty about the realisation of the projects in question. Once this is the case, the costs will be capitalised.
Other operating expenses includes expenditures on IT, communication and general marketing, general office expenses and non-reclaimable input tax.
| Total administrative expenses | 2,241 | 2,684 |
|---|---|---|
| Other administrative expenses | 396 | 345 |
| Consulting expense in respect of related parties | 141 | 233 |
| Consulting expense | 1,703 | 2,105 |
| 2014 | 2013 |
For further details of expense in respect of related parties, see Note 38.
| Total depreciation and amortisation | 1,923 | 1,551 |
|---|---|---|
| Amortisations of intangible assets | 408 | 248 |
| Depreciation on other property, plant and equipment | 616 | 479 |
| Depreciation on owner occupied properties | 898 | 824 |
| 2014 | 2013 |
Depreciation on owner-occupied properties comprises ordinary depreciation on the property at Seestrasse 59 in Küsnacht and Buchserstrasse 27 in Aarau, and for the owner-occupied parts of the properties at Rue de Genève 7 and Rue des Côtes-de-Montbenon 16 in Lausanne.
Depreciation on other property, plant and equipment consists of ordinary depreciation for hardware, furniture and vehicles.
Amortisation of intangible assets represents ordinary amortisation of capitalised software.
| 2014 | 2013 | |
|---|---|---|
| Financial income | ||
| Interest on bank and other deposits | 144 | 387 |
| Interest on loans and debt instruments | 1 | 2 |
| Total interest income | 145 | 389 |
| Dividend income from equity investments | 107 | 107 |
| Income from financial instruments (derivatives) | 0 | 3,886 |
| Gains from sale of financial assets | 25 | 0 |
| Other income | 0 | 1 |
| Total financial income | 277 | 4,383 |
| Financial expense | ||
| Interest expense | –29,202 | –26,359 |
| Cost of financial instruments (derivatives) | –2,257 | 0 |
| Other financial charges | –259 | –561 |
| Total financial expense | –31,718 | –26,920 |
| Total financial result | –31,440 | –22,537 |
In the 2014 financial year, a total of CHF 4.1 million (prior year: CHF 4.9 million) in borrowing costs was capitalised under trading properties and investment properties under construction.
The average rate of interest on the capitalised interest was 2.51% (prior year: 2.72 %).
Tax expense can be broken down as follows:
| 2014 | 2013 | |
|---|---|---|
| Total current tax expense | 9,808 | 8,255 |
| Deferred tax | ||
| Change in deferred tax | –1,510 | 13,759 |
| Capitalisation of deferred tax on tax loss carryforwards | –2,923 | –174 |
| Changes in tax rate on deferred tax items recognised | –620 | –5,167 |
| Total deferred tax income/expense | –5,053 | 8,418 |
| Total income tax expense | 4,755 | 16,673 |
Current tax expense contains a CHF 0.3 million expense reduction (prior year expenses: CHF 0.5 million) in tax on profits from prior periods.
Property gains tax is also contained in current tax expense and is incurred in those cantons that tax property gains on the disposal of properties and is thus cyclical in nature.
Unresolved questions with regard to the ruling issued by the Swiss Federal Supreme Court on 4 April 2011 and its implementation, which put an end to a legal dispute between Mobimo and the City of Zurich with respect to property gains tax, were clarified in 2014. This allowed for the conclusion of property gains tax cases that had long been pending. Existing tax liabilities for pending cases were reassessed and reduced following the clarification of the outstanding issues, which resulted in an expense reduction.
Enacted tax rates were used in the calculation of current income tax.
Current tax expense and other comprehensive income (equity) include current tax expenditure of CHF 5.4 million (prior year: current tax income of CHF 3.9 million) from recognising the losses on financial instruments classified as cash flow hedges (interest rate swaps).
Details of deferred tax and deferred tax recognised directly in other comprehensive income can be found in Note 30.
Tax expense can be analysed as follows:
| 2014 | 2013 | |
|---|---|---|
| Group profit before tax | 67,996 | 98,278 |
| Applicable tax rate | 25% | 25% |
| Tax expense at applicable tax rate | 16,999 | 24,569 |
| Non-deductible expenses | 265 | 98 |
| Reversal/creation for prior-year current tax | –4,620 | 477 |
| Capitalisation of deferred tax assets | –2,923 | 0 |
| Expense/income which are taxed at a lower/higher tax rate | –4,879 | –3,157 |
| Impact of changes in tax rate on deferred tax items recognised | –36 | –5,160 |
| Other effects | –50 | –154 |
| Total taxes | 4,755 | 16,673 |
The applicable tax rate in the year under review was a mixed rate. It takes account of the fact that gains subject to cantonal and local authority tax are currently taxed at an average rate of 22 % (including direct federal tax), while property gains subject to property gains tax are taxed at rates of up to 35%.
Undiluted earnings per share are calculated on the basis of the profit attributable to Mobimo shareholders divided by the average number of outstanding shares.
Diluted earnings per share are calculated on the basis of the profit attributable to Mobimo shareholders divided by the average number of outstanding shares, taking into account the effects from all potential shares that could result from options and conversions.
| 2014 | 2013 | |
|---|---|---|
| Calculation of earnings per share | ||
| Number of outstanding shares as at 1 January | 6,212,330 | 6,200,169 |
| + Effect of capital increase (average) | 1,725 | 3,422 |
| + Effect of change in holdings of treasury shares | –64 | 5,257 |
| = Average number of outstanding shares | 6,213,991 | 6,208,848 |
| Effect of outstanding options: | ||
| + Average number of potential shares | 1,877 | 4,835 |
| ./. Average number of shares which would be issued at average market value | –287 | –697 |
| + Average number of potential shares from convertible bond | 375,449 | 810,880 |
| = Effective number of shares as basis for calculation of diluted earnings per share | 6,591,030 | 7,023,866 |
| Profit in TCHF (attributable to the shareholders of Mobimo Holding AG) | 62,151 | 81,580 |
| ./. Net income from revaluation in TCHF (attributable to the shareholders of Mobimo Holding AG) | –2,549 | –25,262 |
| + Attributable deferred tax in TCHF | 637 | 6,315 |
| = Profit not including revaluation (and attributable deferred tax) in TCHF | 60,239 | 62,634 |
| Profit in TCHF (attributable to the shareholders of Mobimo Holding AG) | 62,151 | 81,580 |
| + Effect of coupon payment on convertible bond in TCHF | 2,781 | 5,530 |
| ./. Attributable income tax in TCHF | –217 | –431 |
| = Profit after eliminations from convertible bond in TCHF | 64,715 | 86,679 |
| Profit not including revaluation or effects from convertible bond in TCHF | 62,803 | 67,733 |
| Earnings per share in CHF | 10.00 | 13.14 |
| Diluted earnings per share in CHF | 9.82 | 12.34 |
| Earnings per share not including revaluation (and attributable deferred tax) in CHF | 9.69 | 10.09 |
| Diluted earnings per share not including revaluation (and attributable deferred tax) in CHF | 9.53 | 9.64 |
| Calculation of net asset value (NAV) per share | ||
| Number of outstanding shares as at 31 December | 6,214,983 | 6,212,330 |
| Number of outstanding options | 1,602 | 3,730 |
| Number of potential shares from convertible bond | 0 | 810,880 |
| Number of shares as basis for calculation of diluted NAV | 6,216,585 | 7,026,940 |
| Equity as at 31 December in TCHF (attributable to the shareholders of Mobimo Holding AG) | 1,217,938 | 1,237,577 |
| + Liability component convertible bond | 0 | 167,666 |
| + Deferred taxes on convertible bond | 0 | 77 |
| + Option exercise (outstanding options x nominal value) in TCHF | 46 | 108 |
| = Shareholders' equity after conversion and option exercise in TCHF (attributable to the shareholders of Mobimo | ||
| Holding AG) | 1,217,984 | 1,405,429 |
| NAV per share in CHF | 195.97 | 199.21 |
| NAV per share, diluted, in CHF | 195.93 | 200.01 |
Cash comprises cash holdings and current account deposits of CHF 177.4 million (prior year: CHF 203.5 million) and money market account deposits of CHF 50 million (prior year: CHF 0) held at Swiss banks. The maximum notice period for withdrawals from money market accounts is 35 days. The average rate of interest applicable to cash was 0.01% (prior year 0.03 %).
| Total trade receivables | 3,832 | 3,851 |
|---|---|---|
| Less doubtful debt allowance for outstanding rent and ancillary costs | –883 | –1,079 |
| Outstanding rents and ancillary costs due from third parties | 138 | 139 |
| Outstanding rents and ancillary costs due from third parties | 4,499 | 4,790 |
| Outstanding purchase prices real estate due from third parties | 78 | 1 |
| 2014 | 2013 |
The age structure of receivables that are not impaired is as follows:
| 2014 | 2013 | |
|---|---|---|
| Not past due | 3,362 | 3,704 |
| Up to 30 days | 34 | 75 |
| Up to 90 days | 434 | 49 |
| Over 90 days | 3 | 23 |
| Total | 3,832 | 3,851 |
Doubtful debt allowances for outstanding rent and ancillary costs developed as follows in the year under review:
| 2014 | 2013 | |
|---|---|---|
| Specific valuation allowance | ||
| As at 1 January | 1,079 | 1,056 |
| Change in valuation allowance | –196 | 23 |
| As at 31 December | 883 | 1,079 |
There were no general valuation allowances as at the reporting date. Based on past experience, Mobimo does not expect any additional defaults.
| 2014 | 2013 | |
|---|---|---|
| Tax receivables (withholding tax and VAT) | 1,209 | 54 |
| Receivables WIR | 320 | 325 |
| Advance payments for land purchases | 101 | 6,159 |
| Receivables from related parties | 0 | 57 |
| Escrow property tax payments | 18,862 | 13,137 |
| Other receivables from third parties | 2,625 | 68,710 |
| Total other receivables | 23,117 | 88,442 |
In the prior year, other receivables from third parties included cash of CHF 66.1 million pledged to banks as collateral. No cash was pledged as at 31 December 2014. As at the reporting date, no receivables were overdue and no valuation allowances were necessary.
| Total trading properties | 205,243 | 252,553 |
|---|---|---|
| Completed real estate and development properties | 85,061 | 88,099 |
| Properties under construction | 95,154 | 75,137 |
| Land/development projects | 25,028 | 89,317 |
| 2014 | 2013 |
The only addition to land/development projects was the reclassification of the Merlischachen development project from advance payments.
A notarised purchase agreement was concluded for the purchase of the land and an advance payment made in 2013, after which a construction project was developed in the year under review and a further payment made to the vendor following the submission of an application for a construction permit. The transfer of ownership and payment of the residual purchase price will proceed following the issue of the construction permit. The Dübendorf, Sonnentalstrasse 10 and Herrliberg, Rigiweg development projects were sold in the year under review.
Following the issue of the construction permit and construction approval, the Langenthal, Kühlhausstrasse and Aarau, Site 4 projects were reclassified from development projects to properties under construction.
The Zurich projects Im Brächli 5/7/9 and Zurich, Badenerstrasse 595 were completed during the course of the year. A total of 58 apartments were completed for sale within the scope of these two projects and an additional 19 studios in Badenerstrasse. Ownership of 43 of these 58 apartments and 17 of the 19 studios had been transferred as at 31 December 2014.
The last four apartments were sold from the projects completed in previous years in Horgen, Stockerstrasse 40 – 42 (Wisental II) and Zurich, Turbinenstrasse Site A and two apartments were sold in Zurich, Turbinenstrasse (Mobimo Tower) in the year under review. The Egerkingen, Einschlagsstrasse and Weggis, Luzernerstrasse 24/26 properties were also sold in the year under review.
On trading properties, valuation allowances for properties that have not yet been sold totalled CHF 1.0 million (prior year: CHF 2.3 million). The carrying amount for these units at their estimated net selling price is CHF 8.4 million (prior year: CHF 10.1 million).
| 2014 | 2013 | |
|---|---|---|
| Accruals resulting from property accounts relating to third parties | 494 | 485 |
| Accruals resulting from property accounts relating to associates | 105 | 171 |
| Other items | 2,701 | 2,733 |
| Other items relating to related parties | 361 | 49 |
| Total accrued income and prepaid expenses | 3,662 | 3,438 |
Investment properties developed as follows:
| Investment | |||||
|---|---|---|---|---|---|
| properties | |||||
| Commercial | Residential | Development | under | 2014 | |
| 2014 | properties | properties | properties | construction | total |
| Market value as at 1 January | 1,150,158 | 410,747 | 214,130 | 327,500 | 2,102,535 |
| Acquisition costs | |||||
| As at 1 January | 979,141 | 330,855 | 222,322 | 313,476 | 1,845,793 |
| Increases from purchases | 107,960 | 0 | 3,365 | 0 | 111,324 |
| Increases from investments | 17,253 | 7,953 | 17,766 | 49,092 | 92,063 |
| Capitalisation of borrowing costs | 0 | 0 | 859 | 1,162 | 2,021 |
| Capitalisation/Amortisation of lease incentives | –797 | 519 | 0 | 298 | 21 |
| Disposals | –49,017 | –4,593 | 0 | 0 | –53,610 |
| Transfers between categories | 142,577 | 101,717 | –17,428 | –226,865 | 0 |
| Cumulative acquisition costs as at 31 December | 1,197,116 | 436,451 | 226,883 | 137,163 | 1,997,612 |
| Revaluation | |||||
| Total as at 1 January | 171,017 | 79,892 | –8,191 | 14,024 | 256,742 |
| Gains on valuations1 | 8,304 | 11,123 | 2,027 | 7,348 | 28,802 |
| Losses on valuations1 | –15,124 | –581 | –5,366 | –3,930 | –25,000 |
| Disposals2 | –5,635 | –4,087 | 0 | 0 | –9,722 |
| Transfers between categories | 8,806 | 4,093 | –555 | –12,345 | 0 |
| Cumulative revaluation as at 31 December | 167,368 | 90,440 | –12,084 | 5,097 | 250,822 |
| Market value as at 31 December | 1,364,484 | 526,891 | 214,799 | 142,260 | 2,248,434 |
| Fire insurance value | 1,717,682 | ||||
¹ Corresponds to the sum of "Gains from revaluation of investment properties" and "Losses on revaluation of investment properties" in the income statement and represents the unrealised gains on properties that were in the investment portfolio as at the end of the year under review
² Included as a realised gain in "Profit on disposal of investment properties" in the income statement
| Investment | |||||
|---|---|---|---|---|---|
| Commercial | Residential | Development | properties under |
2013 | |
| 2013 | properties | properties | properties | construction | total |
| Market value as at 1 January | 1,160,546 | 380,440 | 206,682 | 244,250 | 1,991,918 |
| Acquisition costs | |||||
| As at 1 January | 1,000,753 | 317,277 | 207,759 | 231,812 | 1,757,601 |
| Increases from purchases | 0 | 20,556 | 10,319 | 0 | 30,875 |
| Increases from investments | 4,295 | 256 | 10,133 | 76,700 | 91,384 |
| Capitalisation of borrowing costs | 0 | 0 | 0 | 2,390 | 2,390 |
| Capitalisation/Amortisation of lease incentives | 2,469 | 0 | 0 | 0 | 2,469 |
| Disposals | –4,574 | –5,673 | –13,671 | 0 | –23,918 |
| Transfers to trading properties | 0 | 0 | –14,257 | 0 | –14,257 |
| Transfers from/to property, plant and equipment | –751 | 0 | 0 | 0 | –751 |
| Transfers between categories | –23,051 | –1,562 | 22,039 | 2,574 | 0 |
| Cumulative acquisition costs as at 31 December | 979,141 | 330,855 | 222,322 | 313,476 | 1,845,793 |
| Revaluation | |||||
| Total as at 1 January | 159,793 | 63,163 | –1,078 | 12,438 | 234,317 |
| Gains on valuations1 | 13,903 | 22,057 | 5,457 | 6,471 | 47,889 |
| Losses on valuations1 | –12,894 | –181 | –4,716 | –4,885 | –22,676 |
| Disposals2 | –2,453 | –5,147 | 1,577 | 0 | –6,023 |
| Transfers to trading properties | 0 | 0 | 3,236 | 0 | 3,236 |
| Transfers between categories | 12,667 | 0 | –12,667 | 0 | 0 |
| Cumulative revaluation as at 31 December | 171,017 | 79,892 | –8,191 | 14,024 | 256,742 |
| Market value as at 31 December | 1,150,158 | 410,747 | 214,130 | 327,500 | 2,102,535 |
| Fire insurance value | 1,730,923 |
¹ Corresponds to the sum of "Gains from revaluation of investment properties" and "Losses on revaluation of investment properties" in the income statement and represents the unrealised gains on properties that were in the investment portfolio as at the end of the year under review
² Included as a realised gain in "Profit on disposal of investment properties" in the income statement
The following new land or investment properties were acquired for CHF 111.3 million in the year under review:
| Kriens, Mattenhof I (building land, additional plot of land) | Development property |
|---|---|
| Zurich, Friesenbergstrasse 75; Im Tiergarten 7 | Commercial property |
| Zurich, Treichlerstrasse 10; Dolderstrasse 16 | Commercial property |
The sale of five investment properties for a total price of CHF 69.0 million generated a gain of CHF 4.9 million (see Note 7). The following investment properties were sold:
| Baden-Dättwil, Im Langacker 20/20a/22 | Commercial property |
|---|---|
| Herisau, Obstmarkt 1 | Commercial property |
| Kreuzlingen, Hauptstrasse 37 | Commercial property |
| Zurich, Klingenstrasse 34; Konradstrasse 68 | Residential property |
| Zurich, Witikonerstrasse 311, 311b | Commercial property |
| from | to | |
|---|---|---|
| Affoltern am Albis, Obfelderstrasse 31 – 35 | Investment properties under construction | Residential properties |
| Affoltern am Albis, Obstgartenstr. 9; Alte Obfelderstr. 27/29 | Investment properties under construction | Commercial properties |
| Lausanne, Avenue d'Ouchy 4 – 6 (Administration) | Investment properties under construction | Commercial properties |
| Lausanne, Rue des Côtes-de-Montbenon 12 | Development properties | Commercial properties |
| Lausanne, Rue des Côtes-de-Montbenon 20 – 24 (Les Pépinères) | Investment properties under construction | Commercial properties |
| Zurich, Letzigraben 134 – 136 | Development properties | Investment properties under construction |
| Zurich, Turbinenstrasse 22 – 32 | Investment properties under construction | Residential properties |
The valuation of investment properties is carried out in accordance with the provisions of IFRS 13, under which fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. For non-financial assets, management has to assume the "highest and best use" by a market participant, which may differ from its current use. Under IFRS 13, valuation techniques are categorised into three levels in a fair value hierarchy depending on the extent to which fair value is based on observable input factors.
Level 1: inputs that result from unadjusted, quoted prices
Level 2: inputs other than quoted prices in active markets that are observable either directly (i.e. prices) or indirectly (i.e. derived from prices).
Level 3: inputs not based on observable market data.
The valuation of investment properties is carried out using the discounted cash flow method (DCF), according to which a property's fair value is determined by calculating the sum of net cash flows, discounted to the reporting date, that is expected to be generated in the next 100 years (valuation period). In the case of development properties and properties under construction, the construction costs still to be incurred until completion must be taken into account. The discount rate applied to each property is market-derived and risk-adjusted and is dependent on individual opportunities and risks. The fair value estimates as at 31 December 2014 and 2013 were produced by Wüest & Partner AG, an external, independent and certified real estate appraiser. As input factors with a material impact, such as discount rates, market rents/net sale proceeds and structural vacancy rates, generally have to be derived from information from less active markets, the valuations of all properties were categorised as Level 3.
Input factors with a material impact have been identified as market rents, vacancy rates and discount rates. In the case of properties valued on the basis of their being sold as condominiums in accordance with the assumption of the highest and best use, condominium sale prices and not market rents are the most important input factor.
| Fair | Fair | ||||
|---|---|---|---|---|---|
| Asset class/Level/ | Value | Value | Non observable input | Ranges (weighted average) | Ranges (weighted average) |
| Valuation method | 2014 | 2013 | factors | 2014 | 2013 |
| Commercial investment | Discount rates | 3.60% to 5.40% (4.51%) | 3.80% to 5.40% (4.59%) | ||
| properties | Achievable lang-term | ||||
| Level 3 | market rents | CHF 108 to CHF 1.145 (CHF 237) | CHF 109 to CHF 1.199 (CHF 225) | ||
| DCF | 1,364,484 | 1,150,158 | Structural vacancy rates | 2.0% to 12.0% (4.2%) | 2.0% to 11.0% (4.1%) |
| Residential investment | Discount rates | 3.80% to 4.60% (4.03%) | 3.90% to 4.70% (4.11%) | ||
| properties | Achievable lang-term | ||||
| Level 3 | market rents | CHF 167 to CHF 406 (CHF 309) | CHF 165 to CHF 406 (CHF 292) | ||
| DCF | 526,891 | 410,747 | Structural vacancy rates | 1.0% to 5.5% (2.6%) | 1.0% to 3.1% (1.9%) |
| Commercial properties | Discount rates | 4.20% to 5.60% (4.62%) | 4.00% to 5.60% (4.61%) | ||
| Level 3 | Achievable lang-term | ||||
| DCF | market rents | CHF 138 to CHF 356 (CHF 242) | CHF 165 to CHF 350 (CHF 236) | ||
| 214,799 | 214,130 | Structural vacancy rates | 1.6% to 11.8% (3.5%) | 2.0% to 10.0% (3.7%) | |
| Commercial investment | Discount rates | 4.00% to 4.80% (4.22%) | 4.10% to 4.90% (4.36%) | ||
| properties under | Achievable lang-term | ||||
| construction | market rents | CHF 173 to CHF 374 (CHF 264) | CHF 205 to CHF 418 (CHF 306) | ||
| Level 3 | |||||
| DCF | 142,260 | 327,500 | Structural vacancy rates | 1.2% bis 4.0% (2.2%) | 1.0% bis 5.0% (3.3%) |
In the case of properties valued on the basis of their being sold as condominiums in accordance with the assumption of the highest and best use (five residential properties), sale proceeds of CHF 6,600 to CHF 12,400 per m² of living space (prior year: CHF 6,900 to CHF 11,600) were used, after taking corresponding investments into account. An average discount rate of 4.39 % (prior year: 4.46 %) within a range of 3.6 % to 5.6 % (prior year: 3.8 % to 5.6 %) was applied to all DCF valuations across all investment categories as at 31 December 2014.
The current use of five (prior year: four) residental properties as rental properties does not correspond to highest and best use. Their valuation was based on their development into owner-occupied residential property. This results in a gain of CHF 20.4 million (prior year: CHF 9.7 million) based on a fair value for these properties of CHF 229.6 million (prior year: CHF 137.0 million). Compared with the previous year, two additional properties were measured as conversions to residential property, while one property was sold in the year under review. Mobimo's strategy includes holding residential properties to generate stable, sustainable income from rent. However, Mobimo constantly reviews the current use of these and all other properties in the portfolio and develops strategies for their optimum use.
Fair value increases with lower discount rates and structural vacancy rates and with higher market rents and sale prices. The economic environment can be considered as exerting the greatest influence on input factors, with the factors outlined above influenced to varying degrees by market developments. Any intensification of pressure on market rents by negative economic sentiment is usually accompanied by a rise in property vacancy rates. At the same time, low interest rates usually prevail in such market circumstances, which have a positive impact on discount rates. To an extent, therefore, changes to input factors offset each other. Ongoing optimisation measures made to Mobimo's property portfolio (e.g. conclusion/extension of long-term rental agreements, investments in the development of rental space) provide a cushion against such short-term market shocks, which impact mainly on market rents and vacancy rates. The individual risk-adjusted discount rate of each property is, as already mentioned, in line with the return expectations of the investors or market participants in question and can only be influenced by Mobimo to a limited extent.
A sensitivity analysis checked the impact of an increase or decrease in the discount rates used in the DCF valuation. A general reduction of 0.25 percentage points (average discount rate as at 31 December 2014: 4.39 %) would increase the fair value of the investment properties as at 31 December 2013 by 5.9 % or CHF 141 million. A general increase of 0.25 percentage points in the discount rate would reduce the current fair value of the investment properties as at 31 December 2013 by 6.0 % or CHF 128 million. Further sensitivity analysis findings can be found in the table below.
| Change in fair value in | Change in fair value in | Change in fair value in | Change in fair value in | |
|---|---|---|---|---|
| Change in discount rate in basis points | % at 31.12.2014 | CHF million at 31.12.2014 | % at 31.12.2013 | CHF million at 31.12.2013 |
| –0.40 | 9.4% | 233 | 10.6% | 223 |
| –0.30 | 7.1% | 171 | 7.8% | 164 |
| –0.25 | 5.9 % | 141 | 6.4 % | 135 |
| –0.20 | 4.7% | 112 | 5.1% | 107 |
| –0.10 | 2.4% | 55 | 2.5% | 52 |
| Average discount rate as at 31 December | 0.0 % | – | 0.0 % | – |
| 0.10 | –2.4% | –53 | –2.4% | –50 |
| 0.20 | –4.8% | –103 | –4.7% | –99 |
| 0.25 | –6.0 % | –128 | –5.8 % | –122 |
| 0.30 | –7.2% | –152 | –6.9% | –145 |
| 0.40 | –9.7% | –198 | –9.0% | –190 |
Rents are factored into valuations on the basis of contractually agreed conditions. For rental agreements of limited duration, the potential rental income attainable over the long term, from the current perspective, is applied in the valuation on expiry of the contractually agreed rental period. Potential rental income that is in line with the market is determined on the basis of the most recent rental agreements concluded either for the property concerned or for comparable properties in its immediate vicinity, and of the comprehensive real estate market research carried out by Wüest & Partner. The plausibility of potential rental income from retail space is checked using calculations of market-standard turnover figures. For those existing leases, which include several different uses, the potential rents are calculated separately for each individual use. Genuine tenants' options to extend a lease are taken into account when actual rents are less than the market rents determined. Non-genuine options where provisions are in place for rents to be adjusted in line with market rents prevailing at a specific time are incorporated into the valuations as fixed-term rental agreements, as described above. For rental agreements of unlimited duration, as is common with residential use, adjustments in line with the potential rental income calculated take account of general conditions under rental law and property-specific fluctuations.
In the case of operating costs it was assumed that separate ancillary cost statements are issued and that the ancillary costs are consequently passed on in full to tenants.
Maintenance costs (servicing and repairs) were calculated using a building analysis tool that determines the residual life of the individual construction components on the basis of an analysis of the building's current condition, models periodic renovations and calculates the associated annuities. The values arrived at are plausibility-tested using the cost benchmarks compiled by Wüest & Partner.
The construction cost estimates are based on the financial forecasts for the individual projects (where available) and are independently evaluated. Where the construction costs are already secured by means of service contracts with general and full-service contractors, these are used in the measurement.
Discounting is undertaken for each property in accordance with location and property-specific criteria. These reflect both the location-relevant features of the macro and micro situation and the fundamental parameters of the current management situation. The discount rates applied are verified empirically on the basis of known changes of ownership and transaction data.
| Owner occupied | Other | 2014 | |
|---|---|---|---|
| 2014 | properties | P, P & E | total |
| Acquisition values | |||
| As at 1 January | 21,367 | 3,366 | 24,733 |
| Increases | 167 | 1,497 | 1,665 |
| Disposals | 0 | –304 | –304 |
| Cumulative acquisition values as at 31 December | 21,534 | 4,560 | 26,094 |
| Depreciation | |||
| As at 1 January | –4,570 | –1,945 | –6,515 |
| Increases | –898 | –616 | –1,514 |
| Disposals | 0 | 288 | 288 |
| Cumulative depreciation as at 31 December | –5,468 | –2,273 | –7,741 |
| Net carrying amount as at 31 December | 16,066 | 2,287 | 18,353 |
| Fire insurance value | 15,690 | 1,825 | 17,515 |
Owner-occupied properties include the property at Küsnacht, Seestrasse 59, and part of the property at Lausanne, Rue de Genève 7, which are used by Mobimo Management AG as its administrative premises. Also included is a room for cultural activities in the property at Lausanne, Rue des Côtes-de-Montbenon 16. The property at Aarau, Buchserstrasse 27 is used as a project office and showroom for the "AQA" construction projects in Aarau. Other property, plant and equipment comprises computer hardware, movables and vehicles. Property, plant and equipment does not include any items under financial leasing arrangements.
| Owner occupied | Other | 2013 | |
|---|---|---|---|
| 2013 | properties | P, P & E | total |
| Acquisition values | |||
| As at 1 January | 20,381 | 2,887 | 23,268 |
| Increases | 235 | 481 | 715 |
| Disposals | 0 | –1 | –1 |
| Transfers from commercial property | 751 | 0 | 751 |
| Cumulative acquisition values as at 31 December | 21,367 | 3,366 | 24,733 |
| Depreciation | |||
| As at 1 January | –3,746 | –1,466 | –5,212 |
| Increases | –824 | –479 | –1,303 |
| Disposals | 0 | 1 | 1 |
| Cumulative depreciation as at 31 December | –4,570 | –1,945 | –6,515 |
| Net carrying amount as at 31 December | 16,797 | 1,421 | 18,218 |
| Fire insurance value | 15,894 | 1,825 | 17,719 |
| Purchase options/ | 2014 | ||
|---|---|---|---|
| 2014 | construction projects | Software | total |
| Cost | |||
| As at 1 January | 3,459 | 2,058 | 5,517 |
| Additions | 247 | 866 | 1,112 |
| As at 31 December | 3,706 | 2,923 | 6,629 |
| Amortisation | |||
| As at 1 January | 0 | –633 | –633 |
| Additions | 0 | –408 | –408 |
| Cumulative amortisation as at 31 December | 0 | –1,041 | –1,041 |
| Net carrying amount as at 31 December | 3,706 | 1,882 | 5,588 |
Purchase options/construction projects consist of a notarised purchase option for a plot in Merlischachen, Canton of Schwyz, and capitalised development costs for a construction project in Zurich Oerlikon in which Mobimo is not yet the owner of the properties in question but has concluded a purchase contract.
| Purchase options/ | 2013 | ||
|---|---|---|---|
| 2013 | construction projects | Software | total |
| Cost | |||
| As at 1 January | 3,053 | 957 | 4,010 |
| Additions | 406 | 1,100 | 1,506 |
| As at 31 December | 3,459 | 2,058 | 5,517 |
| Amortisation | |||
| As at 1 January | 0 | –384 | –384 |
| Additions | 0 | –248 | –248 |
| Cumulative amortisation as at 31 December | 0 | –633 | –633 |
| Net carrying amount as at 31 December | 3,459 | 1,425 | 4,884 |
| Total | 24,426 | 23,145 |
|---|---|---|
| Parking du Centre SA, Lausanne (50% stake) | 17,035 | 16,530 |
| Flonplex SA, Lausanne (40% stake) | 7,285 | 6,615 |
| FM Service & Dienstleistungs AG (50% stake) | 106 | n/a |
| 2014 | 2013 |
The company FM Service & Dienstleistungs AG was established in the first half of 2014. The purpose of the company is to provide services in the real estate area, in particular in facility management and the related facility management services. It is held as a joint venture by Mobimo and a partner company, an industrial holding company in the building technology area. Each partner holds a 50 % interest. The company commenced operations on 1 June, providing facility management and central services for the tenants of the property in Zurich, Friesenbergstrasse 75; Im Tiergarten 7. The company is a public limited company under Swiss law, and Mobimo therefore has a claim on a share of the company's net assets. Mobimo accounts for its investment in FM Service & Dienstleistungs AG using the equity method. The following is a summary of the key financial data of the joint venture that has been adjusted to the principles of the consolidated financial statements of Mobimo.
| 2014 | |
|---|---|
| Current asstes | 604 |
| Non-current assets | 23 |
| Current liabilities | 416 |
| The assets and liabilities above include the following details: | |
| Cash and cash equivalents | 242 |
| Revenue | 1,775 |
| Tax expense | –26 |
| Profit | 111 |
| Net assets | 211 |
| Proportion of the ownership interest | 50% |
| Carrying amount of the interest | 106 |
Parking du Centre SA
Mobimo has a 50 % investment in Parking du Centre SA, a car park operator in Lausanne held as a joint venture with Vinci Park SA, a company active in the areas of urban mobility and parking solutions. The company is a public limited company under Swiss law, and Mobimo therefore has a claim on a share of the company's net assets. Mobimo accounts for its investment in Parking du Centre SA using the equity method. The following is a summary of the key financial data of the joint venture that has been adjusted to the principles of the consolidated financial statements of Mobimo.
| 2014 | 2013 | |
|---|---|---|
| Current asstes | 3,426 | 2,613 |
| Non-current assets | 54,550 | 55,525 |
| Current liabilities | 4,460 | 1,900 |
| Non-current liabilities | 19,446 | 23,179 |
| The assets and liabilities above include the following details: | ||
| Cash and cash equivalents | 3,339 | 2,503 |
| Financial liabilities | 13,580 | 17,240 |
| Revenue | 6,417 | 6,286 |
| Depreciation and amortisation | –975 | –975 |
| Financial income | 0 | 1 |
| Financial expense | –484 | –527 |
| Tax expense | –679 | –639 |
| Profit | 1,811 | 1,334 |
| Net assets | 34,070 | 33,059 |
| Proportion of the ownership interest | 50% | 50% |
| Carrying amount of the interest | 17,035 | 16,530 |
| Dividends received from Joint venure | 400 | 300 |
Flonplex SA
Flonplex SA is a cinema operator in Lausanne whose majority shareholder is fellow cinema operator Pathé Schweiz AG; Mobimo holds an investment of 40 %. The company is a public limited company under Swiss law, and Mobimo therefore has a claim on a share of the company's net assets. Mobimo accounts for its investment in Flonplex SA using the equity method. The following is a summary of the key financial data of Flonplex SA, adjusted to the principles of the consolidated financial statements of Mobimo.
| 2014 | 2013 | |
|---|---|---|
| Current asstes | 2,743 | 2,645 |
| Non-current assets | 24,066 | 24,651 |
| Current liabilities | 6,352 | 8,647 |
| Non-current liabilities | 2,243 | 2,112 |
| Revenue | 11,348 | 11,211 |
| Profit | 2,176 | 1,976 |
| Net assets | 18,213 | 16,538 |
| Proportion of the ownership interest | 40% | 40% |
| Carrying amount of the interest | 7,285 | 6,615 |
| Dividends received from the associate | 200 | 800 |
Financial assets can be broken down as follows:
| 2014 | 2013 | |
|---|---|---|
| Loans to third parties | 0 | 40 |
| Non-consolidated equity investments (available for sale) | 1,850 | 1,870 |
| Total | 1,850 | 1,910 |
Non-consolidated equity investments primarily comprise the investment in Parking St-François SA.
Financial assets changed as follows:
| Net carrying amount as at 31 December | 1,850 | 1,910 |
|---|---|---|
| Cumulative acquisition values as at 31 December | 1,850 | 1,910 |
| Disposals/repayments | –61 | –40 |
| As at 1 January | 1,910 | 1,950 |
| Acquisition values | ||
| 2014 | 2013 |
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Fixed-rate mortgage amortisation due within 12 months | 3,675 | 4,010 |
| Mortgages due for extension or repayment within 12 months1 | 18,771 | 114,937 |
| Convertible bond | 0 | 167,666 |
| Total current financial liabilities | 22,446 | 286,612 |
| Mortgages | 758,279 | 790,322 |
| Bonds | 511,954 | 164,186 |
| Total non-current financial liabilities | 1,270,232 | 954,508 |
| Total financial liabilities | 1,292,678 | 1,241,120 |
¹ Prior year includes building loans for properties under construction
| Total financial liabilities | 1,292,678 | 1,241,120 |
|---|---|---|
| Due within eleventh year and longer | 291,688 | 297,382 |
| Due within tenth year | 151,232 | 13,229 |
| Due within nineth year | 13,665 | 53,397 |
| Due within eighth year | 54,172 | 59,356 |
| Due within seventh year | 260,323 | 134,662 |
| Due within sixth year | 134,713 | 74,496 |
| Due within fifth year | 74,377 | 200,538 |
| Due within fourth year | 201,056 | 73,580 |
| Due within third year | 73,624 | 15,446 |
| Due within second year | 15,383 | 32,423 |
| Due within first year | 22,446 | 286,612 |
| 31.12.2014 | 31.12.2013 |
The average residual term of overall financial liabilities is 8.6 years (prior year: 7.7 years).
| Total financial liabilities | 1,292,678 | 1,241,120 |
|---|---|---|
| Over 5 years | 905,792 | 632,521 |
| Up to 5 years | 74,377 | 200,538 |
| Up to 4 years | 201,056 | 73,580 |
| Up to 3 years | 73,624 | 15,446 |
| Up to 2 years | 15,383 | 32,423 |
| Up to one year | 22,446 | 286,612 |
| 31.12.2014 | 31.12.2013 |
¹ In addition to mortgage liabilities, this also includes the bond with a carrying amount of CHF 164.3 million (nominal value: CHF 165 million) maturing on 29 October 2018
² In addition to mortgage liabilities, this also includes the bond with a carrying amount of CHF 198.1 million (nominal value: CHF 200 million) maturing on 19 May 2021
3 In addition to mortgage liabilities, this also includes the bond with a carrying amount of CHF 149.5 million (nominal value: CHF 150 million) maturing on 16 September 2024
Certain mortgage interest rates were in the past partially hedged in advance by means of forward rate agreements. Such forward rate agreements generally qualify as derivatives embedded in credit agreements and have to be measured at fair value in accordance with IAS 39. Some of these forward rate agreements were classified as cash flow hedges pursuant to IAS 39, and fair value adjustments relating to the effective portion of the hedge were recognised directly in equity via a separate item (hedging reserve). When the hedged interest cash flows occur, accumulated unrealised gains or losses are transferred to the income statement. This applies until 2022. An amount of TCHF 57 (prior year: TCHF 55) was reposted to the income statement in the year under review. As at 31 December 2014 and 2013, no new forward rate agreements of this kind were used for cash flow hedges, or the term of the hedged financial liabilities had already started.
Mobimo has also concluded separate interest rate hedges (interest rate swaps) totalling CHF 195.5 million (prior year: CHF 208.8 million). These are used to hedge loans in the form of fixed short term advances against rising interest rates. Of these, CHF 129.2 million (prior year: CHF 129.5 million) are classified as cash flow hedges. The fair value of these instruments with a positive replacement value was CHF –22.1 million (prior year: CHF –0.6) and of those with a negative replacement value was CHF 0 (prior year: CHF 3.5 million). The change in value is divided into an effective and an ineffective portion. The effective portion of the fair value adjustments of CHF 24.3 million (prior year: CHF 17.1 million) was recognised under other comprehensive income in equity and not taken through profit or loss. The ineffective portion of CHF 0.7 million (prior year: CHF 0) was recognised in the income statement. There are also a further CHF 66.3 million (prior year: CHF 79.3 million) of interest rate hedges not classified as cash flow hedges. Fair value adjustments were thus recognised through the income statement. The fair value of interest rate swaps with a negative replacement value not held for hedge accounting purposes is CHF –10.3 million (prior year: CHF –8.7 million). As at 31 December 2014 the fair value of all derivatives thus stood at CHF –32.4 million (prior year: net figure of CHF –5.9 million).
The convertible bond included in current financial liabilities as at 31 December 2013 was repaid at its nominal value of CHF 168.7 million upon maturing on 30 June 2014. No bonds were converted in the 2014 financial year. In addition to the nominal interest expense of CHF 1.8 million (prior year: CHF 3.6 million), the income statement includes an amortisation expense of CHF 1.0 million (prior year: CHF 1.9 million), which corresponds to an effective rate of interest of 3.34 %.
A CHF 200 million bond with a term of seven years and a CHF 150 million bond with a term of ten years were issued in 2014. The following bonds are therefore included under non-current financial liabilities:
| 1.5%-Bond | 1.625%-Bond | 1.875%-Bond | ||
|---|---|---|---|---|
| 2014 | (2013–2018) | (2014–2021) | (2014–2024) | Total |
| Carrying amount 1 January | 164,186 | 0 | 0 | 164,186 |
| Net proceeds from issuance | 0 | 197,967 | 149,452 | 347,419 |
| Amortisation of issuance costs | 164 | 171 | 15 | 349 |
| Carrying amount 31 December | 164,349 | 198,138 | 149,467 | 511,954 |
| Features | 1.5%-Bond (2013–2018) | 1.625%-Bond (2014–2021) | 1.875%-Bond (2014–2024) |
|---|---|---|---|
| Volume: | CHF 165 million | CHF 200 million | CHF 150 million |
| 5 years | 7 years | 10 years | |
| Term: | (29 October 2013 – 29 October 2018) | (19 May 2014 – 19 May 2021) | (16 September 2014 – 16 September 2024) |
| Interest rate: | 1.5% p.a., | 1.625% p.a., | 1.875% p.a., |
| payable annually on 29 October, with | payable annually on 19 May, with | payable annually on 16 September, | |
| the first payment on 29 October 2014 | the first payment on 19 May 2015 | with the first payment on 16 September 2015 | |
| Effective rate of interest: | 1.6070% | 1.7921% | 1.9264% |
| Listing: | SIX Swiss Exchange | SIX Swiss Exchange | SIX Swiss Exchange |
| Swiss security no.: | 22492349 | 24298406 | 25237980 |
Of overall financial liabilities, CHF 1,292.7 million (prior year: CHF 1,171.0 million) bore interest at fixed rates and CHF 0 million (prior year: CHF 70.2 million) at variable rates as at 31 December 2014 (taking interest rate swaps into account). In addition to variable-rate mortgages and rollover mortgages, loans with a total maturity of less than one year (fixed advances) count as variable; property financing for construction projects is included under building loans. This does not include property financing for properties which were not yet classified as investment properties under construction at the time the financing was concluded and were reclassified as investment properties under construction during the term of the existing financing.
Average rates of interest for the period, taking interest rate swaps into account, were as follows:
| Total average rate of interest | 2,51 | 2,72 |
|---|---|---|
| – variable rate of interest | 0,77 | 0,57 |
| Building loans: | ||
| – variable rate of interest | 0,54 | 0.67 |
| – fixed rate of interest | 2,60 | 2,93 |
| Financial liabilities excluding building loans: | ||
| in % | in % | |
| 2014 | 2013 |
In the year under review, other payables totalling CHF 1.4 million (prior year: CHF 2.2 million) included CHF 1.1 million (prior year: CHF 1.1 million) in deferred purchase price payments for the already completed acquisition of Immobilien Invest Holding AG (property at Lausanne, Rue Voltaire 2 – 12). The remainder relates primarily to payables in connection with social security and in the prior year also to payables in connection with value added tax.
Advance payments from buyers of CHF 10.0 million (prior year: CHF 16.5 million) represent reservation payments from purchasers of trading properties prior to transfer of ownership.
| Total accrued expenses and deferred income | 19,318 | 13,995 |
|---|---|---|
| Other items | 8,464 | 8,328 |
| Accruals for services for related parties | 89 | 690 |
| Accruals resulting from property accounts relating to associates | 29 | 0 |
| Accruals from property accounts | 3,790 | 1,714 |
| Accruals for construction work | 6,945 | 3,263 |
| 2014 | 2013 |
All Mobimo employees work in Switzerland. Pension institutions in Switzerland are regulated by the Swiss Federal Act on Occupational Retirement, Survivors' and Disability Pension Plans (BVG). Consequently, Mobimo is affiliated with group administration plans ("Sammelstiftungen") for the purposes of mandatory (legal minimum) and non-mandatory employee benefit insurance that are organised as independent legal entities in accordance with the BVG. Participants in the plan are insured against the economic consequences of old age, disability and death. The various benefits are stipulated in regulations; the BVG lays down minimum benefits. Contributions to the pension institution are paid by the employer and employees. In the case of a deficit, various measures (such as adjusting pension benefits by changing the conversion rates or by raising the amount of current contributions) may be approved.
The BVG regulates how any deficit reduction measures are to be borne jointly by the employees and the employer. As Mobimo may be consequently obliged to finance deficit reduction measures, mandatory employee benefit insurance and the savings process involved in non-mandatory employee benefit insurance qualify as defined-benefit plans under IAS 19.
With regard to non-mandatory employee benefit insurance, the risks of death and disability are fully reinsured. Risk insurance for non-mandatory employee benefit insurance qualifies as a defined-contribution plan under IAS 19. Employer contributions are charged to the income statement.
| Present value of benefit obligations at the end of the period | 28,970 | 23,425 |
|---|---|---|
| – Effect of experience adjustments | 33 | 51 |
| – Effect of changes in financial assumptions | 4,474 | –1,426 |
| Actuarial (gains) losses | ||
| Amounts paid | –1,309 | –1,339 |
| Employee contributions | 761 | 769 |
| Interest expenses | 568 | 475 |
| Employer's current service cost | 1,017 | 940 |
| Present value of benefit obligations at the beginning of the period | 23,425 | 23,956 |
| Change in benefit obligations | 2014 | 2013 |
The effect of changes in financial assumptions (increase of CHF 4.5 million) in the 2014 financial year is mainly attributable to the reduction in the discount rate from 2.5% to 1.3 %. The prior year's decline of CHF 1.4 million is mainly based on the increase of the discount rate that year from 2.0 % to 2.5%.
| Change in plan assets | 2014 | 2013 |
|---|---|---|
| Plan assets at market values at the beginning of the period | 21,748 | 20,704 |
| Interest income | 546 | 425 |
| Employer contributions | 862 | 868 |
| Employee contributions | 761 | 769 |
| Amounts paid | –1,309 | –1,339 |
| Actuarial gains (losses) | ||
| – Return on plan assets (excluding interest income) | 896 | 322 |
| Plan assets at market values at the end of the period | 23,504 | 21,748 |
The amounts recognised in the balance sheet for the defined benefit plan are made up as follows:
| Net liabilities for all plans | 2014 | 2013 |
|---|---|---|
| Present value of benefit obligations | 28,970 | 23,425 |
| Market value of plan assets | –23,504 | –21,748 |
| Net liability | 5,466 | 1,677 |
The expense recognised for these plans in the income statement is made up as follows:
| Net benefit expense recognised | 2014 | 2013 |
|---|---|---|
| Current service cost | 1,017 | 940 |
| Interest expense | 568 | 475 |
| Interest income on plan assets | –546 | –425 |
| Net benefit expense | 1,039 | 989 |
The expected employer contributions for the 2015 financial year are CHF 0.8 million.
| Remeasurement in other comprehensive income | 2014 | 2013 |
|---|---|---|
| Actuarial gains (losses) | ||
| – Effect of changes in financial assumptions | –4,474 | 1,426 |
| – Effect of experience adjustments | –33 | –51 |
| Return on plan assets (excluding interest income) | 896 | 322 |
| Total remeasurements included in other comprehensive income | –3,612 | 1,697 |
The net obligation recognised in the balance sheet changed as follows:
| Change in net benefit obligation | 2014 | 2013 |
|---|---|---|
| As at 1 January | 1,677 | 3,253 |
| Company's net benefit expense | 1,039 | 989 |
| Employer contributions | –862 | –868 |
| Remeasurements included in other comprehensive income | 3,612 | –1,697 |
| As at 31 December | 5,466 | 1,677 |
Plan assets can be broken down into the following categories:
| Plan assets | Market Values | Plan assets | Market Values | |
|---|---|---|---|---|
| Asset classes | 2014 in % | 2014 | 2013 in % | 2013 |
| Shares (listed) | 31% | 7,178 | 32% | 7,072 |
| Bonds and notes (listed) | 44% | 10,419 | 42% | 9,052 |
| Real estate | 16% | 3,660 | 16% | 3,402 |
| Alternative investments | 5% | 1,222 | 5% | 1,163 |
| Other | 4% | 1,025 | 5% | 1,058 |
| Total | 100 % | 23,504 | 100 % | 21,748 |
As at 31 December 2014, the plan assets did not include treasury shares or real estate in the company's own use.
| 2013 | ||
|---|---|---|
| Assumptions for the expenses in the income statement: | ||
| Discount rate | 2.5% | 2.0% |
| Expected future salary increases | 1.3% | 1.3% |
| Expected future pension benefit increases | 0.1% | 0.1% |
| Longevity at age 65 for current members aged 45 | ||
| – Males | 23.2 | 23.2 |
| – Females | 25.7 | 25.6 |
| Longevity at age 65 | ||
| – Males | 21.5 | 21.4 |
| – Females | 24.0 | 23.9 |
| Assumptions for the pension liability in the balance sheet | ||
| Discount rate | 1.3% | 2.5% |
| Expected future salary increases | 1.3% | 1.3% |
| Expected future pension benefit increases | 0.1% | 0.1% |
The following assumptions were applied to the expense reported in the income statement and benefit obligations reported in the balance sheet:
| Impact on present value of benefit obligations due to the following changes: | Discount rate | Salary increases | Pension increases |
|---|---|---|---|
| Increase of 25 basis points | –3.7% | 0.3% | 1.0% |
| Decrease of 25 basis points | 4.1% | –0.3% | –1.0% |
| Impact on present value of benefit obligations due to the following changes: | Discount rate | Salary increases | Pension increases |
|---|---|---|---|
| Increase of 25 basis points | –2.7% | 0.2% | 0.9% |
| Decrease of 25 basis points | 3.2% | –0.2% | –0.8% |
| Expected cash flows of the benefit obligation | 2014 | 2013 |
|---|---|---|
| Up to one year | 441 | 458 |
| Up to 5 years | 2,601 | 2,622 |
| Over 5 years | 25,928 | 20,345 |
| Total | 28,970 | 23,425 |
Based on a DBO cash-flow calculation, the duration of the benefit obligation as at the reporting date was 19.2 years (prior year: 16.8 years).
Deferred tax liabilities and assets are allocated to the following balance sheet items:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Investment properties | 125,335 | 126,764 | ||
| Employee benefit obligation | 1,066 | 327 | ||
| Other items | 1,907 | 1,351 | 2,824 | 3,105 |
| Deferred taxes on temporary differences | 2,973 | 126,686 | 3,151 | 129,869 |
| Tax benefit of offsettable loss carryforwards | 3,419 | 654 | ||
| Total deferred taxes | 6,391 | 126,686 | 3,804 | 129,869 |
| Offset of deferred tax assets and liabilities | –3,717 | –3,717 | –1,239 | –1,239 |
| Deferred tax assets/liabilities | 2,674 | 122,969 | 2,566 | 128,631 |
Deferred taxes on investment properties are calculated on the basis of cantonal regulations and individually for each property. The residual period has been estimated for every property located in cantons that collect property gains tax (see Note 2.2 "Use of estimates and assumptions and the application of judgement – income tax").
Deferred tax assets for loss carryforwards are recognised to the extent that it is probable that future taxable profits will be available against which the loss carryforwards can be utilised.
According to the current practice of the Zurich Cantonal Tax Office, cantonal losses for the purposes of income tax cannot be completely offset against gains in the same year. However, these losses are carried forward and may be offset against future gains. Mobimo capitalised a tax benefit of CHF 2.9 million in the year under review on these prior-period losses, as the company believes it will be able to offset these losses against gains from future periods subject to the income tax levied by the Canton of Zurich.
Other assets of CHF 0.5 million in the year under review (prior year: CHF 0.7 million) relate to offsettable loss carryforwards for direct federal, cantonal and communal taxes of CHF 2.2 million (prior year: CHF 2.8 million). There were otherwise no unrecognised loss carryforwards, as in the prior year.
No deferred taxes were recognised for undistributed profits of subsidiaries, since no taxes are expected if a distribution were to take place.
Of the net reduction of CHF 5.8 million in deferred tax items (from CHF 126.1 million to CHF 120.3 million), CHF 5.1 million was recognised in the income statement; a small share of CHF 0.7 million on financial instruments and a large share of this CHF 0.7 million on employee benefit obligations were recognised directly in other comprehensive income (prior year: net increase of CHF 8.7 million from CHF 117.3 million to CHF 126.1 million, of which CHF 8.4 million was recognised in the income statement and CHF 0.3 million directly through comprehensive income).
The Annual General Meeting of 25 March 2014 approved a distribution from the capital contribution reserves of CHF 9.50 per share for the 2013 financial year, which was paid on 1 April 2014. The nominal value of Mobimo shares remains at CHF 29.
Changes in the equity holding can be summarised as follows:
| Shares | |||
|---|---|---|---|
| No. of shares | Shares issued | Treasury shares | outstanding |
| As at 1 January 2013 | 6,208,913 | –8,744 | 6,200,169 |
| Issue of shares from conditional capital for options exercised | 5,565 | 5,565 | |
| Share-based payments to Board of Directors and management | 6,596 | 6,596 | |
| As at 31 December 2013 | 6,214,478 | –2,148 | 6,212,330 |
| Issue of shares from conditional capital for options exercised | 2,128 | 2,128 | |
| Share-based payments to Board of Directors and management | 9,525 | 9,525 | |
| Acquisition of treasury shares | –9,000 | –9,000 | |
| As at 31 December 2014 | 6,216,606 | –1,623 | 6,214,983 |
As at 31 December 2014, share capital stood at CHF 180.3 million (prior year: CHF 180.2 million) and was composed of 6,216,606 registered shares (prior year: 6,214,478) with a nominal value of CHF 29 per share. 1,623 treasury shares (prior year: 2,148) were held as at that date.
2,128 option rights (prior year: 5,565) were exercised in 2014, leading to a CHF 0.06 million increase (prior year: CHF 0.2 million) in share capital.
There is also conditional share capital of a maximum of CHF 34.1 million for the issue of up to 1,175,198 fully paid-up registered shares with a nominal value of CHF 29 each, of which
Finally, authorised share capital is available allowing the Board of Directors to increase the share capital of the company by a maximum of CHF 33.1 million within two years at most (up to April 2015) via the issue of a maximum of 1,141,150 registered shares, to be fully paid up, with a nominal value of CHF 29 per share.
The CHF 33.1 million of conditional and authorised capital are linked together in that upon using this authorised capital, conditional capital will no longer be available in the same amount to the Board of Directors. The same applies in the reverse scenario; if this conditional capital is used, the same amount of the authorised capital will no longer be available.
The Board of Directors will propose to the upcoming General Meeting of 26 March 2015 a distribution of CHF 59.1 million in the form of a distribution of paid-in capital of CHF 9.50 per share.
| Total | Number of | Nominal value | |
|---|---|---|---|
| TCHF | registered shares | per share (CHF) | |
| Capital as at 31 December 2014 | |||
| Share capital | 180,282 | 6,216,606 | 29 |
| Authorised capital (until 9 April 2015) | max. 33,093 | 1,141,150 | 29 |
| Conditional capital | max. 34,142 | 1,177,326 | 29 |
| Changes in capital | |||
| Share capital as at 31. 12. 2005 | 192,411 | 2,600,145 | 74 |
| Share capital as at 31. 12. 2006 | 225,346 | 3,466,860 | 65 |
| Share capital as at 31. 12. 2007 | 243,232 | 4,343,425 | 56 |
| Share capital as at 31. 12. 2008 | 204,230 | 4,345,323 | 47 |
| Share capital as at 31. 12. 2009 | 192,035 | 5,053,552 | 38 |
| Share capital as at 31. 12. 2010 | 148,804 | 5,131,170 | 29 |
| Share capital as at 31. 12. 2011 | 178,933 | 6,170,098 | 29 |
| Share capital as at 31. 12. 2012 | 180,058 | 6,208,913 | 29 |
| Share capital as at 31. 12. 2013 | 180,220 | 6,214,478 | 29 |
| Share capital as at 31. 12. 2014 | 180,282 | 6,216,606 | 29 |
| Authorised capital as at 31. 12. 2005 | 26,640 | 360,000 | 74 |
| Authorised capital as at 31. 12. 2006 | 23,400 | 360,000 | 65 |
| Authorised capital as at 31. 12. 2007 | 20,160 | 360,000 | 56 |
| Authorised capital as at 31. 12. 2008 | 16,920 | 360,000 | 47 |
| Authorised capital as at 31. 12. 2009 | 18,687 | 491,771 | 38 |
| Authorised capital as at 31. 12. 2010 | 34,800 | 1,200,000 | 29 |
| Authorised capital as at 31. 12. 2011 | 33,978 | 1,171,650 | 29 |
| Authorised capital as at 31. 12. 2012 | 33,093 | 1,141,150 | 29 |
| Authorised capital as at 31. 12. 2013 | 33,093 | 1,141,150 | 29 |
| Authorised capital as at 31. 12. 2014 | 33,093 | 1,141,150 | 29 |
| Conditional capital as at 31. 12. 2005 | 11,163 | 150,855 | 74 |
| Conditional capital as at 31. 12. 2006 | 9,750 | 150,000 | 65 |
| Conditional capital as at 31. 12. 2007 | 7,848 | 140,150 | 56 |
| Conditional capital as at 31. 12. 2008 | 6,498 | 138,252 | 47 |
| Conditional capital as at 31. 12. 2009 | 5,254 | 138,252 | 38 |
| Conditional capital as at 31. 12. 2010 | 36,558 | 1,260,634 | 29 |
| Conditional capital as at 31. 12. 2011 | 36,252 | 1,250,056 | 29 |
| Conditional capital as at 31. 12. 2012 | 34,304 | 1,182,891 | 29 |
| Conditional capital as at 31. 12. 2013 | 34,142 | 1,177,326 | 29 |
| Conditional capital as at 31. 12. 2014 | 34,081 | 1,175,198 | 29 |
The carrying amount of pledged assets is as follows:
| 2014 | 2013 | |
|---|---|---|
| Trade receivables | 148 | 307 |
| Other receivables | 0 | 66,067 |
| Investment properties and investment properties under construction | 1,815,273 | 1,849,921 |
| Owner occupied properties | 16,066 | 16,797 |
| Carrying amount of pledged assets | 1,831,488 | 1,933,092 |
With the exception of other receivables, this is the carrying amount of those assets that are pledged either in full or in part for the purpose of securing bank mortgage loans. These assets were encumbered with mortgages totalling CHF 780.7 million (prior year: CHF 909.3 million) (see Note 25). In the prior year, the item "Other receivables" comprised cash pledged to banks for the purpose of covering a promise to pay issued by the bank for the acquisition of a property.
Obligations from non-cancellable rental and leasing agreements are as follows:
| Total future rental and leasing obligations | 1,266 | 1,250 |
|---|---|---|
| Rental and leasing obligations over 5 years | 1,068 | 1,094 |
| Rental and leasing obligations up to 1 year | 159 | 108 |
| Rental and leasing obligations up to 1 year | 40 | 48 |
| 2014 | 2013 |
The obligations relate primarily to building right interest for the property at St. Erhard, Längmatt.
The remaining obligations relate to third-party leases for premises and car park facilities. In the prior year, this item also included obligations relating to rented photocopying equipment. The rental and leasing expenses charged to the income statement were CHF 0.1 million (prior year: CHF 0.08 million).
The future rental income set out below will be generated from non-cancellable rental agreements for investment properties:
| Commercial | Residential | ||
|---|---|---|---|
| 2014 | properties | properties | Total |
| Rental income within 1 year | 72,356 | 1,520 | 73,876 |
| Rental income within 1 to 5 years | 201,488 | 3,321 | 204,809 |
| Rental income in over 5 years | 272,301 | 2,135 | 274,436 |
| Total future rental income from non-cancellable rental agreements | 546,145 | 6,976 | 553,121 |
| Commercial | Residential | ||
|---|---|---|---|
| 2013 | properties | properties | Total |
| Rental income within 1 year | 62,373 | 1,008 | 63,381 |
| Rental income within 1 to 5 years | 169,494 | 2,262 | 171,756 |
| Rental income in over 5 years | 104,836 | 2,758 | 107,595 |
| Total future rental income from non-cancellable rental agreements | 336,703 | 6,029 | 342,732 |
Rental agreements for commercial properties generally contain an index clause stating that rents may be increased on the basis of the consumer price index. Rent increases for residential properties are generally linked to factors including the mortgage interest rate (reference interest rate). As at 31 December 2014 77.8 % (CHF 80.8 million) of rental income came from rental agreements with index clauses. The vast majority of these agreements contain a 100 % adjustment in line with the index.
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Name of tenant | share in % | share in % |
| SV (Schweiz) AG | 6.3 | 6.8 |
| Swisscom Group | 5.8 | 6.5 |
| Coop | 3.3 | 4.0 |
| MIGROS | 3.0 | 3.5 |
| Rockwell Automation AG | 3.0 | 3.5 |
| Total | 21.4 | 24.3 |
Further details of rental income can be found in Note 5.
Through its activities, Mobimo is exposed to various financial risks, specifically credit risk, liquidity risk and market risk. Of the various market risks, interest rate risk is particularly significant.
Risk management is assured by Internal Controlling. Internal Controlling operates in accordance with the principles of Mobimo's risk management concept, which are monitored by the Audit and Risk Committee. Risk management focuses on the identification, description, management, monitoring and control of credit, interest rate and liquidity risks. The Group uses derivative financial instruments to hedge certain risks.
The risk management principles and the processes applied are subject to regular review in order to take account of changes in market conditions and in the activities of the Group. The aim is to use existing training and management guidelines and processes to maintain a disciplined and constructive control environment in which all employees can fulfil their function and exercise their duties. Risk management is part of the processes of the integrated management system.
The following paragraphs provide an overview of the exposure to each of the individual risks together with information on the objectives, policies and processes for measuring, monitoring and hedging risks as well as on capital management within the Group. Further information on financial risks can be found elsewhere in the Notes (see Note 10 to the annual financial statements of Mobimo Holding AG, Risk assessment).
Credit risk is the risk that Mobimo could suffer financial losses if clients or counterparties to a financial instrument fail to fulfil their contractual obligations. Credit risk arises primarily in connection with trade receivables and cash.
In order to minimise credit risk in connection with cash, short-term bank deposits are held with first-rate institutions. Trade receivables are receivables from property sales and from rental agreements. Property sales are exposed to only limited credit risk, since these sales are based on a publicly certified purchase agreement which is regularly secured via an irrevocable promise to pay. With rental agreements, credit risk is reduced via creditworthiness checks and by monitoring the age structure of amounts outstanding. Deposits or bank guarantees of three to six times the monthly rent are also demanded.
The maximum credit risk exposure corresponds to the carrying amounts of the individual financial assets. There are no guarantees or similar obligations which could lead to an increase in risk in excess of the carrying amounts. As at the reporting date, the maximum credit risk exposure was as follows:
| Carrying amounts | Carrying amounts | |
|---|---|---|
| 2014 | 2013 | |
| Cash (bank deposits) | 227,380 | 203,458 |
| Trade receivables | 3,832 | 3,851 |
| Other receivables1 | 2,944 | 69,074 |
| Accrued income and prepaid expenses2 | 3,280 | 934 |
| Derivative financial instruments | 0 | 3,466 |
| Financial assets (loans) | 0 | 40 |
| Total | 237,437 | 280,823 |
Liquidity risk is the risk that Mobimo will not be able to meet its financial obligations when they become due. Investment properties are refinanced where necessary via medium to long-term loans, and residential development properties via short-term loans. If required, Mobimo can also obtain financing by issuing bonds. Liquidity is managed via a liquidity planning tool, in combination with a mortgage database.
¹ Not including tax receivables, receivables in connection with social security and advance payments
² Not including costs paid in advance
The table below sets out the contractual maturities (including interest) of the financial liabilities held by Mobimo. Future variable rates of interest have been estimated using the yield curve as at the reporting date.
| Carrying | Contractual | 1 month | 1−3 | 3−12 | Over | ||
|---|---|---|---|---|---|---|---|
| 2014 | amount | cash flows | or less | months | months | 1−5 years | 5 years |
| Non-derivative financial liabilities | |||||||
| Trade payables1 | 12,366 | 12,366 | 12,366 | ||||
| Other payables2 | 1,147 | 1,147 | 1,147 | ||||
| Accrued expenses and deferred income3 | 14,943 | 14,943 | 14,943 | ||||
| Financial liabilities | 1,292,678 | 1,568,943 | 218 | 4,787 | 48,277 | 473,299 | 1,042,360 |
| Derivative financial liabilities | |||||||
| Interest rate swaps | 32,385 | 32,915 | 138 | 921 | 19,314 | 3,444 | 9,098 |
| Total | 1,353,518 | 1,630,313 | 356 | 34,164 | 67,592 | 476,743 | 1,051,458 |
| Carrying | Contractual | 1 month | 1−3 | 3−12 | Over | ||
|---|---|---|---|---|---|---|---|
| 2013 | amount | cash flows | or less | months | months | 1−5 years | 5 years |
| Non-derivative financial liabilities | |||||||
| Trade payables1 | 4,116 | 4,116 | 4,116 | ||||
| Other payables2 | 1,228 | 1,228 | 1,228 | ||||
| Accrued expenses and deferred income3 | 11,227 | 11,227 | 11,227 | ||||
| Financial liabilities | 1,241,120 | 1,495,866 | 520 | 75,434 | 241,734 | 414,960 | 763,219 |
| Derivative financial liabilities | |||||||
| Interest rate swaps | 9,340 | 11,361 | 136 | 429 | 1,636 | 8,001 | 1,159 |
| Total | 1,267,031 | 1,523,799 | 656 | 92,434 | 243,369 | 422,961 | 764,379 |
¹ Not including rents and ancillary costs paid in advance
² Not including tax payables and payables in connection with social security
³ Not including deferred income and unused annual leave
Market risk is the risk that changes in market prices such as exchange rates, interest rates and the fair value of financial instruments could have an impact on the profit from and fair value of financial instruments held by Mobimo.
Market risks are managed in order to monitor and control such risks and to ensure that they do not exceed certain levels.
The Group is only active in Switzerland and all business is transacted in Swiss francs.
The Group's cash is used to reduce variable-rate mortgages or is invested on a short-term basis.
The interest on financial liabilities relates to bonds, loans for the financing of investment properties and development projects (trading properties). With investment properties, interest rate risk is generally addressed via the conclusion of long-term fixed-rate mortgage agreements. Where necessary, derivative financial instruments are also used to hedge interest rates.
As at the reporting date there was no construction financing for investment properties (prior year: CHF 70.2 million).
Based on its market assessment, Mobimo has set itself the goal of maintaining the average residual term to maturity of financial liabilities over the long term via mortgages with long terms, long-term bonds or derivative financial instruments.
Further information on the interest rate profile of financial liabilities, bonds, forward rate agreements and interest rate swaps can be found in Note 25.
Interest rate risk can be broken down into interest-related cash flow risk, i.e. the risk that future interest payments will change as a result of fluctuations in market interest rates, and interest-related risk of a change in fair value, i.e. the risk that the fair value of a financial instrument will change as a result of fluctuations in market interest rates.
Mobimo has no fixed-rate financial assets or liabilities which are classified at fair value in the income statement. Fixed-rate financial instruments are measured at amortised cost. With these positions, therefore, a change in market interest rates would have no impact on the profit for the year.
Mobimo may hold forward rate agreements and interest rate swaps measured at fair value. Changes in the fair value of interest rate swaps not held for hedge accounting purposes are recognised in the financial result and therefore have no direct impact on the profit for the year. Changes in the fair value of financial instruments used for hedge accounting purposes are recognised directly under other comprehensive income.
An increase of 100 basis points in the interest rate would have increased the Group result by CHF 3.6 million (prior year: CHF 4.3 million) as a result of changes in fair value for swaps not held for hedge accounting purposes. Changes in the fair value of swaps held for hedge accounting purposes would have increased other comprehensive income (equity), or the income statement to the extent of the ineffectiveness, by CHF 22.6 million (prior year: CHF 20.5 million). An equivalent reduction in the interest rate would have reduced the Group result and other income by a similar amount. This analysis is based on the assumption that all other variables remain unchanged.
Mobimo's variable-rate financial liabilities are exposed to interest rate-related cash flow risk. These liabilities generally bear interest at three-month Libor plus a margin. The variable-rate financial liabilities outstanding as at the reporting date were all hedged by interest rate swaps. A change in the interest rate therefore results in a change in the fair value of the interest rate swaps (see Note 25). As there were no unhedged variable-rate financial liabilities outstanding as at the reporting date, an increase of 100 basis points in the interest rate would have had no impact on the Group result (prior year: expense up CHF 0.7 million). As existing credit agreements normally include a clause according to which a minimum interest rate of 0 % plus margin applies even if three-month Libor falls below 0 %, a reduction in the interest rate by the same amount would have had less of an impact in the opposite direction in the prior year. This analysis is based on the assumption that all other variables remain unchanged.
The carrying amounts in the annual financial statements for cash, trade receivables, other current receivables and current liabilities are very close to the fair values given the short terms involved.
Interest rate swaps and forward rate agreements are recognised at fair value in the balance sheet as at the reporting date. Fair value corresponds to the present value of the forward contract.
For fixed-rate financial liabilities, fair value corresponds to the time value of the future cash flows to be discounted as at the reporting date using the market interest rate. Rates of interest for discounting future cash flows are based on money and capital market rates as at the time of valuation plus an adequate interest spread of 0.55%. The discount rates used as at 31 December 2014 were between 0.41% and 1.73 % (2013: between 0.64 % and 2.72 %). The fair value of the convertible bond and bond corresponds to the closing prices on the stock exchange as at the reporting date.
| Carrying amount | Fair Value | Carrying amount | Fair Value | |
|---|---|---|---|---|
| 31.12.2014 | 31.12.2014 | 31.12.2013 | 31.12.2013 | |
| Mortgages (Level 2) | 780,724 | 862,720 | 909,269 | 942,780 |
| Convertible bond (Level 1) | n/a | n/a | 167,666 | 170,038 |
| Bonds (Level 1) | 511,954 | 531,235 | 164,186 | 167,475 |
| 1,292,678 | 1,393,955 | 1,241,120 | 1,280,293 |
The table below analyses financial instruments carried at fair value, by valuation method, as at 31 December 2014. For an explanation of the individual levels, see Note 20 "Investment properties"
| 31 December 2014 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Derivative financial instruments (net) | 0 | –32,385 | 0 |
| 31 December 2013 | Level 1 | Level 2 | Level 3 |
| Derivative financial instruments (net) | 0 | –5,874 | 0 |
Mobimo does not hold any financial instruments carried at fair value that would be classified as Level 1 or 3.
The table below shows the carrying amounts of all financial Instruments by category:
| Carrying amount | Carrying amount | |
|---|---|---|
| 2014 | 2013 | |
| Loans and receivables | ||
| Cash | 227,380 | 203,458 |
| Trade receivables | 3,832 | 3,851 |
| Other receivables1 | 2,944 | 69,074 |
| Accrued income and prepaid expenses2 | 3,280 | 934 |
| Financial assets (loans) | 0 | 40 |
| Total loans and receivables | 237,437 | 277,357 |
| Financial assets held for hedging purposes | ||
| Derivative financial instruments | 0 | 3,466 |
| Financial assets available for sale | ||
| Financial assets (equity investments) | 1,850 | 1,870 |
| Financial liabilities measured at amortised cost | ||
| Trade payables3 | 12,366 | 4,116 |
| Other payables4 | 1,147 | 1,228 |
| Accrued expenses and deferred income5 | 14,943 | 11,227 |
| Financial liabilities | 1,292,678 | 1,241,120 |
| Total liabilities measured at amortised cost | 1,321,133 | 1,257,691 |
| Financial liabilities held for trading purposes | ||
| Derivative financial instruments | 10,270 | 8,720 |
| Financial liabilities held for hedging purposes | ||
| Derivative financial instruments | 22,115 | 620 |
The Board of Directors seeks to ensure a solid capital base. With regard to its capital structure, Mobimo aims to achieve long-term net gearing (ratio of net debt to shareholders' equity) of a maximum of 150 %. In addition, equity should not drop below 40 % of total assets, in accordance with investment guidelines. Mobimo also consistently distributes a high dividend. Over the past five years, the dividend yield (capital contribution or nominal value repayment) has averaged about 4.6 % (prior year: 4.7 %). As at the end of 2014, the return on equity (profit divided by average equity) was 5.2 % (prior year: 7.1%). The shares are characterised by a highly stable value, calculability and good profitability.
¹ Not including tax receivables, receivables in connection with social security and advance payments
² Not including costs paid in advance
³ Not including rents and ancillary costs paid in advance
⁴ Not including tax payables and payables in connection with social security
⁵ Not including deferred income and unused annual leave
The regulations governing the profit-sharing plan for the Executive Board in force since 1 January 2010 were amended due to the expansion of the Executive Board and came into effect on 1 January 2012. The 7 % share of consolidated profit for the year that exceeds a hurdle of 5% of return on equity continues to be allocated to the Executive Board as variable compensation. At least 50 % of the variable performance-related compensation element must be drawn in the form of shares. The high water mark principle continues to stipulate that if figures drop below the 5% hurdle, profit-sharing only becomes possible again once the difference has been made up. The annual share of profits for the individual members of the Executive Board is limited to a maximum of 150 % of their fixed gross annual salary.
All the shares issued under profit-sharing arrangements are subject to a vesting period, generally of five years.
For the 2014 financial year, a total of 449 shares (prior year: 6,007) were granted to the Executive Board as a share of profits. The cost of the approved share allocation was recognised as CHF 0.09 million (prior year: CHF 1.1 million), measured at the share price on 31 December 2014 of CHF 199.20 per share (prior year: CHF 186.10). Share-based compensation for the Executive Board was based on the assumption that 50 % would be taken in the form of shares (prior year: 55%).
In accordance with the regulations that came into effect in the 2009 financial year, the Board of Directors receives fixed compensation structured on a modular basis. The modules used reflect members' individual activities on the Board of Directors, thus ensuring that compensation is in line with the level of responsibility involved and the time required. Each member of the Board of Directors may receive the compensation in cash or partly or fully in shares in accordance with the allocation resolution. In total, compensation of CHF 0.7 million was paid in cash (prior year: CHF 1.1 million) and CHF 0.5 million in the form of shares (2,347 shares) (prior year: CHF 0.4 million, 1,968 shares) in 2014.
Until 31 December 2009 (until 31 December 2008 in the case of the Board of Directors), the Executive Board and employees were subject to profit-sharing regulations which stated that should a hurdle of 5% return on equity be exceeded, options (with dilution protection) would be granted on shares in an amount of 20 % of annual unrealised gains (valuation gains on properties less deferred taxes). The high water mark principle stipulated that if figures dropped below the 5% hurdle, profit-sharing would only become possible again once the difference had been made up. Since 1 January 2006, the number of options has been determined on the basis of the fair value of the option using the Black Scholes model. The option plan has been in force since 1 July 2000 and the regulations governing the plan were updated following the introduction of new profit-sharing regulations for employees effective 1 January 2005 and 1 January 2006. In addition, the Board of Directors and the Executive Board were granted special one-time options in 2001 for the successful establishment of the Mobimo Group.
The strike price for all options corresponds to the nominal value at the time of exercise. There was no nominal value reduction in the 2014 financial year, so the strike price remains unchanged at CHF 29.
All options issued are subject to individual vesting periods of at least three years from the issue date (21 November 2001 for the establishment of the Group and profit-sharing 2000, 28 August 2002 for profit-sharing 2001). The first possible date for exercising options was 21 November 2004. The regulations in force from 1 January 2006 governing the granting of options from the 2006 financial year onwards specify an exercise period of between the third and tenth years.
The Executive Board received a share of profits in the form of options for the last time in 2009 under the former regulations. The Board of Directors was allocated a share of profits in the form of options for the last time in connection with the 2008 financial year.
The options issued can be broken down as follows:
| Grant date | 2014 | 2013 |
|---|---|---|
| – For the successful establishment of the Group 21. 11. 2001 |
13,000 | 13,000 |
| – From profit-sharing 2000 21. 11. 2001 |
55,900 | 55,900 |
| – From profit-sharing 2001 28. 08. 2002 |
18,725 | 18,725 |
| – Special allocation Executive Board 2004 31. 12. 2004 |
2,293 | 2,293 |
| – From profit-sharing 2005 01. 01. 2005 |
8,592 | 8,592 |
| – From profit-sharing 2006 01. 01. 2006 |
8,322 | 8,322 |
| – From profit-sharing 2007 01. 01. 2007 |
6,494 | 6,494 |
| – From profit-sharing 2008 01. 01. 2008 |
1,825 | 1,825 |
| – From profit-sharing 2009 01. 01. 2009 |
2,403 | 2,403 |
| Total options issued | 117,554 | 117,554 |
| Options exercised | 115,952 | 113,824 |
| Expired options | 0 | 0 |
| Total options outstanding 31 December | 1,602 | 3,730 |
| Exercisable options | 0 | 712 |
As at 31 December 2014, capital commitments for future construction investments in investment properties totalled CHF 35.6 million (prior year: CHF 57.2 million). These commitments relate to the agreements concluded with general contractors for the investment properties under construction at Regensdorf, Schulstrasse, Riedhofstrasse and Feldblumenstrasse; Zurich, Letzigraben and Zurich, Albulastrasse, Hohlstrasse.
As at the reporting date, the following shareholders held 3 % or more of the shares and options in Mobimo Holding AG:
| 31 December | 2014 | 2013 |
|---|---|---|
| Pensionskasse des Kantons Zug | 3.38% | 3.38% |
| BlackRock, Inc. | 3.00% | 3.01% |
Related parties include shareholders who could exert a significant influence over Mobimo, the Board of Directors and management, associates, companies controlled by members of the Board of Directors of the Mobimo Group and the Mobimo pension plan. Among the companies controlled by members of the Board of Directors are the law firm weber schaub & partner ag and Immopoly Sàrl, owned by Paul Rambert. Paul Rambert's son is a managing partner in the company Oloom sàrl, which provides interior design services.
The Board of Directors and the Executive Board received the following compensation in the year under review (in TCHF):
| 2014 | 2013 | |
|---|---|---|
| Members of the Board of Directors/Executive Board | 4,104 | 6,163 |
| broken down as follows | ||
| – salaries | 3,094 | 4,029 |
| – social security contributions | 540 | 607 |
| – share-based payments | 471 | 1,527 |
The regulations governing the compensation system for the Board of Directors were amended in 2009 and the existing option plan discontinued (see Note 35). As of the 2010 financial year, the option plan for the Executive Board was also replaced by the new profit-sharing regulations for the Executive Board (see Note 35).
EB profit-sharing/BoD compensation 2014 2,440 shares EB profit-sharing/BoD compensation 2013 7,975 shares EB profit-sharing/BoD compensation 2012 6,270 shares
Further details of the Executive Board profit-sharing regulations can be found in Note 35.
The income statement includes expenses of TCHF 128 (prior year: TCHF 202) for tax consulting by the tax and legal consulting firm weber schaub & partner ag. TCHF 13 (prior year: TCHF 31) was paid for advisory services provided by Immopoly Sàrl and TCHF 75 (prior year: TCHF 30) for design advisory services provided by Oloom Sàrl. Fees of TCHF 96 (prior year: TCHF 143) were also invoiced by Immopoly Sàrl for the property Lausanne, Rue Voltaire 2–12 (Petit Mont-Riond), which had been capitalised as construction costs.
The Mobimo income statement contains the following positions with joint ventures:
income from rental of properties of TCHF 460 (prior year: TCHF 426), other income of TCHF 100 for services rendered, direct expenses for rented properties of TCHF 111 (prior year: 0) and operating expenses (rental expenses) of TCHF 15 (prior year: TCHF 14).
In addition, services in the amount of TCHF 196 (prior year: TCHF 0) were performed through joint ventures that come under property ancillary costs. These can be passed on to tenants via ancillary cost charging.
The Mobimo income statement contains the following positions with associates: income from rental of properties of TCHF 210 (prior year: TCHF 210), other income of TCHF 21 for services rendered.
The scope of consolidation comprises the following companies:
| Share capital | Ownership interest | Consolidation | ||
|---|---|---|---|---|
| Company | Domicile | in TCHF | in % | method |
| Mobimo Holding AG | Lucerne | 180,282 | F | |
| Mobimo AG | Küsnacht | 72,000 | 100.00 | F |
| Mobimo Management AG | Küsnacht | 100 | 100.00 | F |
| JJM Participations SA | Lausanne | 6,001 | 100.00 | F |
| LO Holding Lausanne-Ouchy SA | Lausanne | 12,000 | 100.00 | F |
| LO Immeubles SA | Lausanne | 2,000 | 100.00 | F |
| O4Real AG | Lausanne | 1,000 | 100.00 | F |
| Immobilien Invest Holding AG | Glarus | 150 | 75.33 | F |
| Petit Mont-Riond SA | Lausanne | 50 | 75.33 | F |
| FM Service & Dienstleistungs AG | Küsnacht | 100 | 50.00 | E |
| Parking du Centre SA | Lausanne | 6,000 | 50.00 | E |
| Flonplex SA | Lausanne | 2,000 | 40.00 | E |
| Parking Saint-François SA | Lausanne | 1,150 | 26,521 | not cons. |
F = fully consolidated
E = equity valuation
not cons. = not consolidated
The company FM Service & Dienstleistungs AG was established as a joint venture with a partner in the 2014 financial year. Further details can be found in Note 23.
The Board of Directors approved the consolidated financial statements for publication on 5 February 2015. These statements are also subject to approval by the General Meeting of Mobimo Holding AG on 26 March 2015.
Interest rates fell significantly once again after the reporting date in response to the Swiss National Bank's introduction of negative interest rates. The fall in interest rates may result in the continued negative performance of replacement values (fair values) for interest rate swaps.
Mobimo sold the commercial property at Bülach, Bahnhofstrasse 39 for CHF 4 million on 19 January 2015.
No other events occurred between 31 December 2014 and the date of approval of the consolidated annual financial statements which would require adjustments to the carrying amounts of the Group's assets and liabilities as at 31 December 2014 or would require disclosure in this section.
¹ The share of voting rights is 5%.
| Location | Address | Site | Register of | Built | Acquired | |
|---|---|---|---|---|---|---|
| area in m2 | polluted | |||||
| sites | ||||||
| Building land & development cost | ||||||
| Merlischachen | Chappelmatt Strasse (Burgmatt) | 15,507 | no | 2014/2015 | ||
| Weggis | Hertensteinstrasse 105 | 3,043 | no | May 2010 | ||
| 18,550 | ||||||
| Properties under construction | ||||||
| Aarau | Site 4 (Torfeld Süd) | 11,105 | yes (insignificant) | Jun 2001 | ||
| Langenthal | Kühlhausstrasse3 | 2,284 | no | Mar 2014 | ||
| Lucerne | Büttenenhalde | 7,115 | no | Dec 2011 | ||
| Meilen | Feldgüetliweg 143/145 (Gusto) | 2,687 | no | Nov 2011 | ||
| Regensdorf | Im Pfand 2 (Sonnenhof ) | 6,106 | no | Jun 2007 | ||
| 29,297 | ||||||
| Completed real estate and development properties | ||||||
| Aarau | Buchserstrasse 8 | 241 | no | 1907 | Mar 2011 | |
| St. Erhard | Längmatt | 5,801 | no | 1979 | Oct 2012 | |
| St. Moritz | Via Maistra 292 | 557 | no | 1930 | Jul 2010 | |
| Uetikon am See | Tramstrasse 12; Bergstrasse 144/146/1482 | 2,634 | no | 1921/1924 | Jan 2013 | |
| 1952/1957 | ||||||
| Zurich | Badenerstrasse 595 (Station 595) | 2,389 | no | 1954 | May 2012 | |
| Zurich | Im Brächli 5/7/9 (Collina) | 2,144 | no | Aug 2009 | ||
| Zurich | Turbinenstrasse trading property (Mobimo Tower) | 1,936 | no | May 2008 | ||
| 15,702 |
¹ Status: certified purchase agreement
² Development properties
³ Sale as project
| Sales status | Carrying amount | Realisation | Project status | Sales volumes | Description |
|---|---|---|---|---|---|
| 31.12.20141 | 31.12.2014 | period | 31.12.2014 | in TCHF | |
| in TCHF | |||||
| open | 14,597 | open | in planning | open | open |
| 0/1 | 10,431 | open | in planning | open | open |
| 25,028 | |||||
| 0/92 | 28,580 | 2014/2017 | construction project | 84,485 | 92 condominiums |
| 1/1 | 8,367 | 2014/2016 | construction project | open | n/a |
| 9/24 | 12,400 | 2014/2016 | construction project | 30,345 | 24 condominiums |
| 3/14 | 20,036 | 2013/2015 | construction project | 30,290 | 14 condominiums |
| 33/45 | 25,772 | 2013/2015 | construction project | 34,425 | 45 condominiums |
| 95,154 | 179,545 | ||||
| 0/1 | 470 | open | for sale | open | residential property |
| 0/1 | 8,365 | open | for sale | open | open |
| open | 16,063 | open | in planning | open | open |
| 0/16 | 9,594 | 2015/2016 | in planning | 24,590 | 16 condominiums |
| 48/60 | 14,562 | 2013/2014 | for sale | 52,700 | 60 condominiums |
| 16/17 | 1,373 | 2012/2014 | for sale | 27,240 | 17 condominiums |
| 42/53 | 34,633 | 2008 / 2011 | for sale | 171,225 | 53 condominiums |
| 85,061 | 275,755 |
As at 31 December 2014, 14 trading properties were recognised in the balance sheet, of which
Most residential projects are located in the Canton of Zurich, primarily the city of Zurich itself and the Lake Zurich region.
| Location | Address | Acquired | Built | Year |
|---|---|---|---|---|
| renovated | ||||
| Aarau | Bahnhofstrasse 102 (Mediapark) | Mar 2004 | 1975 | 1998 |
| Aarau | Industriestrasse 28; Torfeldstrasse Parkhaus | Jun 2001/Oct 2006 | 1905/1916/1929 | |
| 1943/1954/1974 | ||||
| Aarau | Industriestrasse 20 (Polygon) | Jun 2001 | 2012 | |
| Aesch | Pfeffingerring 201 | May 2007 | 1973 | 2008 |
| Affoltern am Albis | Obstgartenstrasse 9; Alte Obfelderstrasse 27/29 | Aug 2011 | 2013 | |
| Brugg | Bahnhofstrasse 11 | Jun 2006 | 2005 | |
| Bülach | Bahnhofstrasse 39 | Sep 2005 | 1969 | 1995 |
| Dierikon | Pilatusstrasse 2 | May 2009 | 1990 | 2007 |
| Dübendorf | Sonnentalstrasse 5 | Mar/Dec 1999 | 1975 | 2000 |
| Dübendorf | Zürichstrasse 98 | Jan 2000 | 1965 | 1983 |
| Horgen | Seestrasse 80 | Nov 2005 | 1960 | 2000/2008 |
| Horgen | Seestrasse 82 | Nov 2005 | 2010/2011 | 0 |
| Kreuzlingen | Lengwilerstrasse 2 | Apr 2007 | 2007 | 0 |
| Kreuzlingen | Leubernstrasse 3; Bottighoferstrasse 1 | Nov 2006 | 1983/2003 | 2003 |
| Kreuzlingen | Romanshornerstrasse 126 | Nov 2006 | n/a | 0 |
| Kriens | Sternmatt 6 | Feb 2004 | 1986 | 2008 |
| Lausanne | Avenue d'Ouchy 4 – 6 (Administration) | May 2010 | 2013 | 2013 |
| Lausanne | Flonplex | Nov 2009 | n/a | |
| Lausanne | Parking du Centre | Nov 2009 | n/a | |
| Lausanne | Place de la Gare 4 | Nov 2009 | 1961 | 2000 |
| Lausanne | Place de la Navigation 4 – 6 | Nov 2009 | 1895 | 2002 |
| Lausanne | Place de l'Europe 6 | Nov 2009 | 1905 | 2012 |
| Lausanne | Place de l'Europe 7 | Nov 2009 | 1905 | 2001 |
| Lausanne | Place de l'Europe 8 | Nov 2009 | 1911 | 1989 |
| Lausanne | Place de l'Europe 9 | Nov 2009 | 1900 | 2002 |
| Lausanne | Rue de Genève 2/4/6/8 | Nov 2009 | 1904 | 2002 |
| Lausanne | Rue de Genève 7 | Nov 2009 | 1932 | 1992/2011 |
| Lausanne | Rue de Genève 17 | Nov 2009 | 1884 | 2002 |
| Lausanne | Rue de Genève 23 | Nov 2009 | 1915 | 2005 |
| Lausanne | Rue de la Vigie 3 | Nov 2009 | 1964 | |
| Lausanne | Rue de la Vigie 5 | Nov 2009 | 1963 | 1988 |
| Lausanne | Rue des Côtes-de-Montbenon 6 | Nov 2009 | 1921 | 2009 |
| Lausanne | Rue des Côtes-de-Montbenon 8/10 | Nov 2009 | 1946 | 1998 |
| Lausanne | Rue des Côtes-de-Montbenon 12 | Nov 2009 | 1918 | 2004 |
| Lausanne | Rue des Côtes-de-Montbenon 16 | Nov 2009 | 1912 | 2007 |
| Lausanne | Rue des Côtes-de-Montbenon 20 – 24 | Nov 2009 | 2013 | |
| Lausanne | Rue des Côtes-de-Montbenon 26 | Nov 2009 | n/a | |
| Lausanne | Rue des Côtes-de-Montbenon 28/30 | Nov 2009 | n/a | |
| Lausanne | Rue du Port-Franc 9 | Nov 2009 | 1927 | 2009 |
| Lausanne | Rue du Port-Franc 11 | Nov 2009 | 2008 | |
| Lausanne | Rue du Port-Franc 17 | Nov 2009 | 2002 | |
| Lausanne | Rue du Port-Franc 22; Rue de la Vigie 1 | Nov 2009 | 2007 | |
| Lausanne | Voie du Chariot 3 | Nov 2009 | 2008 | |
| Lausanne | Voie du Chariot 4/6 | Nov 2009 | 2008 | |
| Lausanne | Voie du Chariot 5/7 | Nov 2009 | 2008 | |
¹ Target rental income as at reporting date 31 December 2014 as % of market value
² Vacancy rate as % of target rental income
| Vacant area as at 31.12.2014 in % |
Vacancy rate as at 31.12.2014 in %2 |
Target rental revenues in TCHF |
Gross yield in %1 |
Acquisition costs in TCHF |
Fair value in TCHF |
|---|---|---|---|---|---|
| 38.6 | 41.8 | 2,146 | 7.4 | 28,890 | |
| 0.0 | 0.0 | 1,846 | 5.8 | 31,941 | |
| 0.0 | 0.0 | 1,263 | 5.3 | 23,680 | |
| 10.5 | 12.2 | 1,911 | 8.7 | 22,040 | |
| 0.0 | 0.0 | 2,216 | 3.5 | 62,830 | |
| 0.0 | 0.0 | 1,553 | 5.6 | 27,690 | |
| 0.0 | 0.0 | 184 | 5.8 | 3,174 | |
| 10.8 | 12.9 | 705 | 7.0 | 10,130 | |
| 5.0 | 6.5 | 1,822 | 6.7 | 27,040 | |
| 2.2 | 3.2 | 1,415 | 6.6 | 21,540 | |
| 0.0 | 0.0 | 517 | 6.3 | 8,162 | |
| 0.0 | 3.3 | 259 | 4.0 | 6,493 | |
| 0.0 1.3 |
0.0 | 322 | 5.0 | 6,456 | |
| 0.0 | 0.9 0.0 |
3,660 80 |
5.6 4.3 |
65,868 1,886 |
|
| 6.3 | 7.3 | 2,747 | 8.8 | 31,230 | |
| 15.6 | 17.5 | 2,946 | 4.9 | 60,100 | |
| 0.0 | 0.0 | 210 | 4.5 | 4,712 | |
| 0.0 | 0.0 | 428 | 5.5 | 7,760 | |
| 0.3 | 0.0 | 1,489 | 5.5 | 27,280 | |
| 0.0 | 676 | 6.3 | 10,820 | ||
| 0.0 | 303 | 5.5 | 5,477 | ||
| 0.0 | 454 | 5.6 | 8,048 | ||
| 0.0 | 374 | 4.8 | 7,747 | ||
| 0.0 | 1,253 | 5.7 | 21,970 | ||
| 0.0 | 1,308 | 5.7 | 22,820 | ||
| 2.5 | 1,626 | 5.2 | 31,100 | ||
| 8.9 | 1,392 | 7.1 | 19,580 | ||
| 0.0 1.8 |
182 464 |
7.4 6.8 |
2,450 6,866 |
||
| 0.0 | 857 | 6.8 | 12,600 | ||
| 0.0 | 358 | 4.8 | 7,473 | ||
| 0.0 | 531 | 6.7 | 7,917 | ||
| 0.0 | 313 | 11.9 | 2,633 | ||
| 0.0 | 306 | 5.7 | 5,340 | ||
| 0.0 | 2,107 | 5.2 | 40,130 | ||
| 0.0 | 79 | 4.4 | 1,782 | ||
| 0.0 | 74 | 3.5 | 2,131 | ||
| 0.0 | 342 | 5.5 | 6,237 | ||
| 72.2 | 73.8 | 777 | 7.0 | 11,140 | |
| 0.0 | 0.0 | 730 | 6.1 | 11,960 | |
| 0.0 | 0.0 | 1,201 | 5.8 | 20,620 | |
| 0.0 | 0.0 | 863 | 5.9 | 14,600 | |
| 0.0 | 0.0 | 1,863 | 6.1 | 30,310 | |
| 0.0 | 0.0 | 1,683 | 5.4 | 31,270 |
| Location | Address | Acquired | Built | Year | |
|---|---|---|---|---|---|
| renovated | |||||
| Lucerne | Alpenstrasse 9 | Jun 2007 | 1890 | 2001/2010 | |
| Neuhausen | Victor von Bruns-Strasse 19 | Mar 2007 | 2007 | ||
| Regensdorf | Althardstrasse 10 | Dec 2001 | 1982 | ||
| Renens | Chemin de la Rueyre 116/118 | Mar 2007 | 1989 | ||
| St. Gallen | Schochengasse 6 | Feb 2004 | 1974 | 2000 | |
| St. Gallen | St. Leonhardstrasse 22 | Dec 2004 | 1900 | 2002/2006 | |
| St. Gallen | Wassergasse 42/44 | Feb 2004 | 1966 | 2000 | |
| St. Gallen | Wassergasse 50/52 | Feb 2004 | 1998 | ||
| Winterthur | Industriestrasse 26 | Oct 1999 | 1994 | 2002 | |
| Zurich | Bahnhofplatz 4 | Jul 2006 | 1881 | 2002/2005 | |
| Zurich | Friedaustrasse 17 | Oct 1998 | 1968 | 2013 | |
| Zurich | Friesenbergstrasse 75; Im Tiergarten 7 | Feb 2014 | 1976/1992 | 1999 | |
| Zurich | Hardturmstrasse 3/3a/3b (Mobimo-Hochhaus) | Nov 1999 | 1974 | 2001/2008 | |
| Zurich | Rautistrasse 12 | Nov 1999 | 1972 | 2011 | |
| Zurich | Stauffacherstrasse 41 | Jun 2000 | 1990 | 2011 | |
| Zurich | Thurgauerstrasse 23; Siewerdtstrasse 25 | Mar 2002 | 1963/1968/1985 | 1998 | |
| Zurich | Treichlerstrasse 10; Dolderstrasse 16 | May 2014 | 1963 | 2007 | |
| Zurich | Turbinenstrasse 18 (Mobimo Tower Hotel) | May 2008 | 2011 | ||
| 63 | Commercial investment properties | ||||
| Aarau | Baufeld 2 (Torfeld Süd) | Oct 2006 | 1905/1916/1929 | ||
| 1943/1954 | |||||
| Kriens | Mattenhof I | Mar 2005/Feb 2013 | n/a | ||
| Kriens | Mattenhof II | Feb 2004 | 1986 | ||
| Lausanne | Avenue d'Ouchy 4–6 | May 2010 | 1962 | ||
| Lausanne | Rue de Genève 19 | Nov 2009 | 1893 | 2002 | |
| Lausanne | Rue de Genève 21 | Nov 2009 | 1902 | ||
| Lausanne | Rue des Côtes-de-Montbenon 1/3/5 | Nov 2009 | 1930 | ||
| Lausanne | Rue des Côtes-de-Montbenon 14 | Nov 2009 | 1963 | ||
| Lausanne | Rue du Port-Franc 20; Rue de Genève 33 | Nov 2009 | 2007 | ||
| Regensdorf | Althardstrasse 30 | Dec 2001 | 1976 | ||
| Zurich | Albulastrasse; Hohlstrasse | Apr 2010 | 1896/1928 | ||
11 Development Properties (Commercial properties) 214,799 226,883 4.4 9,365 44.3 45.0
¹ Target rental income as at reporting date 31 December 2014 as % of market value
² Vacancy rate as % of target rental income
| Fair value | Acquisition costs Gross yield |
Target rental revenues | Vacancy rate as at | Vacant area as at |
|---|---|---|---|---|
| in TCHF | in TCHF in %1 |
in TCHF | 31.12.2014 in %2 | 31.12.2014 in % |
| 11,850 | 4.7 | 562 | 0.0 | 0.0 |
| 12,830 | 5.7 | 725 | 0.0 | 0.0 |
| 19,530 | 9.5 | 1,862 | 15.2 | 9.5 |
| 12,310 | 7.0 | 863 | 7.8 | 5.8 |
| 17,460 | 6.4 | 1,114 | 12.3 | 15.8 |
| 4,701 | 5.7 | 268 | 0.0 | 0.0 |
| 15,710 | 6.2 | 977 | 8.2 | 8.4 |
| 13,330 | 6.3 | 834 | 0.2 | 0.0 |
| 20,250 | 7.4 | 1,493 | 8.5 | 7.1 |
| 20,800 | 4.4 | 917 | 0.0 | 0.0 |
| 12,220 | 5.6 | 687 | 15.0 | 14.9 |
| 91,310 | 6.3 | 5,780 | 5.8 | 5.6 |
| 58,250 | 5.5 | 3,225 | 0.3 | 0.0 |
| 20,870 | 6.6 | 1,379 | 5.0 | 4.9 |
| 48,890 | 4.9 | 2,394 | 0.0 | |
| 14,840 | 6.5 | 966 | 0.0 | |
| 15,220 | 5.9 | 900 | 3.4 | |
| 132,190 | 5.0 | 6,600 | 0.0 | |
| 1,364,484 | 1,197,116 5.8 |
79,384 | 5.2 | |
| 16,120 | 0.0 | – | 0.0 | |
| 16,440 | 0.0 | – | 0.0 | |
| 7,359 | 0.0 | – | 0.0 | |
| 63,800 | 6.2 | 3,965 | 46.2 | |
| 3,540 | 11.4 | 403 | 15.1 | |
| 3,416 | 8.8 | 301 | 0.0 | |
| 974 | 10.4 | 102 | 0.0 | |
| 930 | 3.9 | 36 | 0.0 | |
| 40,680 | 6.9 | 2,816 | 30.2 | |
| 14,350 | 11.9 | 1,705 | 80.4 | |
| 47,190 | 0.0 | 38 | 100.0 | |
| 214,799 | 226,883 4.4 |
9,365 | 44.3 | |
| Location | Address | Ownership | Site area in m2 | Register of | Property | Total rentable Office space |
|---|---|---|---|---|---|---|
| polluted sites | description9 | area in m2 in % |
||||
| Aarau | Bahnhofstrasse 102 (Mediapark) | sole ownership | 5,675 | no | com | 13,468 65.2 |
| Aarau | Industriestrasse 28; Torfeldstrasse Parkhaus | sole ownership | 13,727 | yes (insignificant) | com | 21,248 0.5 |
| Aarau | Industriestrasse 20 (Polygon) | sole ownership | 3,840 | yes (Code D)3 | com | 4,465 91.4 |
| Aesch | Pfeffingerring 201 | sole ownership | 16,034 | no details | com | 14,219 28.4 |
| Affoltern am Albis | Obstgartenstrasse 9; Alte Obfelderstrasse 27/29 | sole ownership | 3,537 | no | com | 10,625 0.0 |
| Brugg | Bahnhofstrasse 11 | condo (773/1000) | 2,726 | no | com | 4,047 33.2 |
| Bülach | Bahnhofstrasse 39 | sole ownership | 563 | no | com | 944 64.9 |
| Dierikon | Pilatusstrasse 2 | sole ownership | 4,397 | no | com | 4,386 60.4 |
| Dübendorf | Sonnentalstrasse 5 | condo (930/1000) | 4,368 | yes (code D)3 | com | 8,768 23.5 |
| Dübendorf | Zürichstrasse 98 | sole ownership | 9,809 | yes (petrol station) | com | 9,846 29.6 |
| Horgen | Seestrasse 80 | sole ownership | 3,483 | no | com | 2,151 76.2 |
| Horgen | Seestrasse 82 | sole ownership | 0 | no | car park | 64 0.0 |
| Kreuzlingen | Lengwilerstrasse 2 | sole ownership | 6,993 | no | com | 1,348 0.0 |
| Kreuzlingen | Leubernstrasse 3; Bottighoferstrasse 1 | sole ownership | 25,530 | no | com | 17,801 8.8 |
| Kreuzlingen | Romanshornerstrasse 126 | sole ownership | 2,214 | no | building right | 0 0.0 |
| Kriens | Sternmatt 6 | sole ownership | 17,314 | no | com | 21,076 33.0 |
| Lausanne | Avenue d'Ouchy 4–6 (Administration) | sole ownership | 12,609 | yes7 | com | 7,862 96.5 |
| Lausanne | Flonplex | sole ownership | 1,953 | yes8 | building right | 1,953 0.0 |
| Lausanne | Parking du Centre | sole ownership | 5,065 | yes8 | building right | 6,526 0.0 |
| Lausanne | Place de la Gare 4 | sole ownership | 630 | no | com | 4,770 68.4 |
| Lausanne | Place de la Navigation 4–6 | sole ownership | 567 | yes4 | com – hotel | 2,760 0.0 |
| Lausanne | Place de l'Europe 6 | sole ownership | 369 | yes4 | com – hotel | 923 0.0 |
| Lausanne | Place de l'Europe 7 | sole ownership | 391 | yes4 | com | 1,441 66.8 |
| Lausanne | Place de l'Europe 8 | sole ownership | 1,035 | yes4 | com | 1,656 77.8 |
| Lausanne | Place de l'Europe 9 | sole ownership | 975 | yes4 | com | 3,512 60.3 |
| Lausanne | Rue de Genève 2/4/6/8 | sole ownership | 2,260 | yes4 | com | 4,679 8.6 |
| Lausanne | Rue de Genève 7 | sole ownership | 3,343 | yes4 | com -share investment prop. | 5,308 12.4 |
| Lausanne | Rue de Genève 17 | sole ownership | 2,312 | yes4 | com | 7,115 48.2 |
| Lausanne | Rue de Genève 23 | sole ownership | 636 | yes6 | com | 2,104 69.2 |
| Lausanne | Rue de la Vigie 3 | sole ownership | 972 | yes7 | com | 3,116 54.7 |
| Lausanne | Rue de la Vigie 5 | sole ownership | 852 | yes7 | com | 3,370 64.2 |
| Lausanne | Rue des Côtes-de-Montbenon 6 | sole ownership | 510 | yes7 | com | 2,193 62.4 |
| Lausanne | Rue des Côtes-de-Montbenon 8/10 | sole ownership | 587 | yes4 | com | 2,244 73.3 |
| Lausanne | Rue des Côtes-de-Montbenon 12 | sole ownership | 499 | yes7 | com | 935 46.0 |
| Lausanne | Rue des Côtes-de-Montbenon 16 | sole ownership | 850 | yes4 | com | 943 31.8 |
| Lausanne | Rue des Côtes-de-Montbenon 20 – 24 | sole ownership | 2,602 | yes | com | 7,646 18.8 |
| Lausanne | Rue des Côtes-de-Montbenon 26 | sole ownership | 867 | yes8 | building right | 867 0.0 |
| Lausanne | Rue des Côtes-de-Montbenon 28/30 | sole ownership | 1,068 | yes7 | building right | 1,068 0.0 |
| Lausanne | Rue du Port-Franc 9 | sole ownership | 2,733 | yes6 | com | 1,728 20.9 |
| Lausanne | Rue du Port-Franc 11 | sole ownership | 612 | yes5 | com | 2,160 44.0 |
| Lausanne | Rue du Port-Franc 17 | sole ownership | 776 | yes5 | com | 2,132 57.8 |
| Lausanne | Rue du Port-Franc 22; Rue de la Vigie 1 | sole ownership | 1,999 | yes5 | com | 3,852 79.5 |
| Lausanne | Voie du Chariot 3 | sole ownership | 500 | yes5 | com | 2,273 73.5 |
| Lausanne | Voie du Chariot 4/6 | sole ownership | 2,614 | yes5 | com | 5,452 32.3 |
| Lausanne | Voie du Chariot 5/7 | sole ownership | 1,042 | yes5 | com | 4,914 55.3 |
³ Code D: clarification necessary in the context of building projects
⁴ Site pollution unlikely – the property must be maintained in accordance with the design plan ("Gestaltungsplan") and has been subject to comprehensive renovation in recent years
⁵ Site pollution eliminated – property rebuilt in recent years
| Property Total rentable Office space Sales space Commercial space description9 area in m2 in % in % in % com 13,468 65.2 0.0 8.6 com 21,248 0.5 0.0 93.2 |
|---|
| com 4,465 91.4 0.0 0.0 |
| com 14,219 28.4 0.0 63.0 |
| com 10,625 0.0 0.0 0.0 |
| com 4,047 33.2 33.6 20.9 |
| com 944 64.9 16.6 0.0 |
| com 4,386 60.4 15.8 15.1 |
| com 8,768 23.5 0.0 64.5 |
| com 9,846 29.6 17.4 26.1 |
| com 2,151 76.2 0.0 19.0 |
| car park 64 0.0 0.0 0.0 |
| com 1,348 0.0 66.5 0.0 |
| com 17,801 8.8 89.5 0.0 |
| building right 0 0.0 0.0 0.0 |
| com 21,076 33.0 4.6 41.1 |
| com 7,862 96.5 0.0 0.0 |
| building right 1,953 0.0 0.0 0.0 |
| building right 6,526 0.0 0.0 0.0 |
| com 4,770 68.4 0.0 0.0 |
| com – hotel 2,760 0.0 0.0 0.0 |
| com – hotel 923 0.0 0.0 0.0 com 1,441 66.8 21.2 0.0 |
| com 1,656 77.8 22.2 0.0 |
| com 3,512 60.3 15.9 0.0 |
| com 4,679 8.6 91.4 0.0 |
| com -share investment prop. 5,308 12.4 26.2 0.0 |
| com 7,115 48.2 19.6 17.1 |
| com 2,104 69.2 25.6 0.0 |
| com 3,116 54.7 0.0 0.0 |
| com 3,370 64.2 0.0 0.0 |
| com 2,193 62.4 19.7 0.0 |
| com 2,244 73.3 0.0 4.4 |
| com 935 46.0 22.1 21.4 |
| com 943 31.8 30.0 0.0 |
| com 7,646 18.8 0.0 0.0 |
| building right 867 0.0 0.0 0.0 |
| building right 1,068 0.0 0.0 0.0 |
| com 1,728 20.9 21.7 0.0 |
| com 2,160 44.0 18.1 0.0 |
| com 2,132 57.8 0.0 0.0 |
| com 3,852 79.5 10.6 0.0 |
| com 2,273 73.5 17.3 0.0 com 5,452 32.3 67.7 0.0 |
⁹ Com = commercial; Res = residential
⁶ Site pollution suspected but no measures expected; property must be maintained in accordance with the design plan ("Gestaltungsplan")
⁷ Site pollution suspected – measures required in new-build plans
⁸ Building-right plot on which new-build projects have been completed in recent years
| Location | Adresse | Ownership | Site area in m2 | Register of | Property Total rentable |
Office space |
|---|---|---|---|---|---|---|
| polluted sites | description9 | area in m2 in % |
||||
| Lucerne | Alpenstrasse 9 | sole ownership | 569 | no | res+com | 1,986 12.6 |
| Neuhausen | Victor von Bruns-Strasse 19 | sole ownership | 1,596 | no | com | 2,806 93.8 |
| Regensdorf | Althardstrasse 10 | sole ownership | 7,714 | no | com | 13,534 39.2 |
| Renens | Chemin de la Rueyre 116/118 | sole ownership | 4,503 | no | com | 4,341 68.8 |
| St. Gallen | Schochengasse 6 | sole ownership | 1,316 | no | com | 4,460 95.4 |
| St. Gallen | St. Leonhardstrasse 22 | sole ownership | 219 | no | com | 1,090 79.0 |
| St. Gallen | Wassergasse 42/44 | condo (867/1000) | 1,714 | no | com | 3,958 80.4 |
| St. Gallen | Wassergasse 50/52 | sole ownership | 1,373 | no | com | 3,554 72.3 |
| Winterthur | Industriestrasse 26 | sole ownership | 3,635 | yes (code D)3 | com | 11,326 64.5 |
| Zurich | Bahnhofplatz 4 | sole ownership | 189 | yes | com | 758 63.5 |
| Zurich | Friedaustrasse 17 | sole ownership | 869 | no | com | 2,588 56.6 |
| Zurich | Friesenbergstrasse 75; Im Tiergarten 7 | sole ownership | 11,532 | no | com | 22,537 65.0 |
| Zurich | Hardturmstrasse 3/3a/3b (Mobimo-Hochhaus) | sole ownership | 2,151 | yes | com | 8,226 94.4 |
| Zurich | Rautistrasse 12 | sole ownership | 1,894 | yes (petrol station) | com | 6,092 73.4 |
| Zurich | Stauffacherstrasse 41 | sole ownership | 1,405 | no | com | 6,755 60.6 |
| Zurich | Thurgauerstrasse 23; Siewerdtstrasse 25 | sole ownership | 2,657 | no | com | 3,901 59.2 |
| Zurich | Treichlerstrasse 10; Dolderstrasse 16 | sole ownership | 1,139 | no | com | 2,878 63.8 |
| Zurich | Turbinenstrasse 18 (Mobimo Tower Hotel) | sole ownership | 5,808 | no | com – hotel | 22,429 0.0 |
| 63 | Commercial investment properties | 221,721 | 353,177 41.1 |
|||
| Aarau | Baufeld 2 (Torfeld Süd) | sole ownership | 18,526 | yes (insignificant) | com | 0 0.0 |
| Kriens | Mattenhof I | sole ownership | 15,792 | no | land | 0 0.0 |
| Kriens | Mattenhof II | sole ownership | 6,725 | no | com | 0 0.0 |
| Lausanne | Avenue d'Ouchy 4–6 | sole ownership | 0 | yes7 | com | 25,416 20.9 |
| Lausanne | Rue de Genève 19 | sole ownership | 2,733 | yes6 | com | 3,551 39.3 |
| Lausanne | Rue de Genève 21 | sole ownership | 2,524 | yes6 | com | 3,600 39.7 |
| Lausanne | Rue des Côtes-de-Montbenon 1/3/5 | sole ownership | 1,835 | yes7 | com | 857 0.0 |
| Lausanne | Rue des Côtes-de-Montbenon 14 | sole ownership | 647 | yes7 | com | 1,660 52.4 |
| Lausanne | Rue du Port-Franc 20; Rue de Genève 33 | sole ownership | 2,000 | yes5 | com | 9,948 31.7 |
| Regensdorf | Althardstrasse 30 | sole ownership | 9,355 | no | com | 12,537 53.6 |
| Zurich | Albulastrasse; Hohlstrasse | sole ownership | 10,266 | yes | com | 0 0.0 |
| 11 | Development Properties (Commercial properties) | 70,403 | 57,569 32.8 |
³ Code D: clarification necessary in the context of building projects
⁵ Site pollution eliminated – property rebuilt in recent years
⁶ Site pollution suspected but no measures expected; property must be maintained in accordance with the design plan ("Gestaltungsplan")
⁷ Site pollution suspected – measures required in new-build plans
⁹ Com = commercial; Res = residential
| Other | Residential | Commercial space | Sales space | Office space | Total rentable | Property |
|---|---|---|---|---|---|---|
| in % | space in % | in % | in % | in % | area in m2 | description9 |
| 9.7 | 64.6 | 0.0 | 13.1 | 12.6 | 1,986 | res+com |
| 6.2 | 0.0 | 0.0 | 0.0 | 93.8 | 2,806 | com |
| 24.7 | 0.0 | 7.5 | 28.6 | 39.2 | 13,534 | com |
| 31.2 | 0.0 | 0.0 | 0.0 | 68.8 | 4,341 | com |
| 4.6 | 0.0 | 0.0 | 0.0 | 95.4 | 4,460 | com |
| 8.2 | 0.0 | 0.0 | 12.8 | 79.0 | 1,090 | com |
| 10.2 | 9.4 | 0.0 | 0.0 | 80.4 | 3,958 | com |
| 27.7 | 0.0 | 0.0 | 0.0 | 72.3 | 3,554 | com |
| 14.3 | 0.0 | 20.4 | 0.8 | 64.5 | 11,326 | com |
| 36.5 | 0.0 | 0.0 | 0.0 | 63.5 | 758 | com |
| 21.3 | 10.1 | 12.0 | 0.0 | 56.6 | 2,588 | com |
| 23.0 | 0.0 | 12.0 | 0.0 | 65.0 | 22,537 | com |
| 5.6 | 0.0 | 0.0 | 0.0 | 94.4 | 8,226 | com |
| 8.3 | 1.3 | 1.8 | 15.2 | 73.4 | 6,092 | com |
| 38.4 | 0.0 | 0.0 | 1.0 | 60.6 | 6,755 | com |
| 33.9 | 0.0 | 6.9 | 0.0 | 59.2 | 3,901 | com |
| 29.6 | 6.6 | 0.0 | 0.0 | 63.8 | 2,878 | com |
| 100.0 | 0.0 | 0.0 | 0.0 | 0.0 | 22,429 | com – hotel |
| 28.4 | 2.3 | 16.1 | 12.1 | 41.1 | 353,177 | |
| 0.0 | 0.0 | 0.0 | 0.0 | 0 | com | |
| 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0 | land |
| 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0 | com |
| 16.1 | 0.0 | 47.8 | 15.2 | 20.9 | 25,416 | com |
| 43.5 | 0.0 | 0.0 | 17.2 | 39.3 | 3,551 | com |
| 43.5 | 0.0 | 0.0 | 16.8 | 39.7 | 3,600 | com |
| 0.0 | 0.0 | 100.0 | 0.0 | 857 | com | |
| 30.1 | 0.0 | 0.0 | 17.5 | 52.4 | 1,660 | com |
| 37.2 | 0.0 | 0.0 | 31.1 | 31.7 | 9,948 | com |
| 29.4 | 2.3 | 14.7 | 0.0 | 53.6 | 12,537 | com |
| 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0 | com |
| 26.2 | 0.5 | 24.3 | 16.2 | 32.8 | 57,569 | |
| Address | Acquired | Built | Year |
|---|---|---|---|
| renovated | |||
| Alte Obfelderstrasse 31–35 | Aug 2011 | 2013 | |
| Baltenschwilerstrasse 3/5/7/9/11/13/15/17 | Oct 2007 | 1973/1980 | 1992/2007 |
| Zürichstrasse 244/246 | Nov 2005 | 1966 | 1997/2001 |
| Seestrasse 43–49 | Nov 2005 | 2011 | |
| Seestrasse 63–69 | Nov 2005 | 2011 | |
| Avenue d'Ouchy 70 | Nov 2009 | 1906 | 2004 |
| Avenue d'Ouchy 72/74 | Nov 2009 | 1907 | |
| Avenue d'Ouchy 76 | Nov 2009 | 1907 | 2004 |
| Avenue Edouard Dapples 9/13/15/15a | Apr 2013 | 1925/1926 | |
| Place de la Navigation 2 | Nov 2009 | 1895 | 2004 |
| Rue Beau-Séjour 8 | Nov 2009 | 2011 | |
| Rue des Fontenailles 1 | Nov 2009/Apr 2013 | 1910/1963 | 1993 |
| Buchenacker 22/24/26/28; Unterer Buchenacker 7 | Jun 2007 | 1994/1995 | |
| Farmanstrasse 47/49 | Dec 2010 | 2009 | |
| Rütteliweg 8; Spitalhalde 40 | Sep 2006 | 1972 | 2004 |
| Teufenerstrasse 15 | Dec 2006 | 1900 | 2005 |
| Brühlwiesenstrasse 11a/11b/15a/15b/19a/19b | Jun 2007 | 1984/1988 | |
| Katzenbachstrasse 221–231 | Oct 2004/Feb 2005 | 2009 | |
| Katzenbachstrasse 239 | Mar 2008 | 1969 | |
| Manessestrasse 190/192; Staffelstrasse 1/3/5 | Dec 2005 | 2012 | |
| Turbinenstrasse 22–32 | Dec 2010 | 2013 | |
| Location | Address | Ownership | Site area in m2 | Register of polluted sites |
|---|---|---|---|---|
| Affoltern am Albis | Alte Obfelderstrasse 31–35 | sole ownership | 5305 | no |
| Bergdietikon | Baltenschwilerstrasse 3/5/7/9/11/13/15/17 | sole ownership | 11,330 | no |
| Binz | Zürichstrasse 244/246 | sole ownership | 4,025 | no |
| Horgen | Seestrasse 43–49 | sole ownership | 6,047 | no |
| Horgen | Seestrasse 63–69 | sole ownership | 5,307 | no |
| Lausanne | Avenue d'Ouchy 70 | sole ownership | 478 | yes4 |
| Lausanne | Avenue d'Ouchy 72/74 | easement | n/a | yes4 |
| Lausanne | Avenue d'Ouchy 76 | sole ownership | 738 | yes4 |
| Lausanne | Avenue Edouard Dapples 9/13/15/15a | sole ownership | 5,246 | no |
| Lausanne | Place de la Navigation 2 | sole ownership | 254 | yes4 |
| Lausanne | Rue Beau-Séjour 8 | sole ownership | 3,827 | yes5 |
| Lausanne | Rue des Fontenailles 1 | sole ownership | 853 | no |
| Münchwilen | Buchenacker 22/24/26/28; Unterer Buchenacker 7 | sole ownership | 5,740 | no |
| Opfikon-Glattbrugg | Farmanstrasse 47/49 | sole ownership | 3,840 | no |
| Rheinfelden | Rütteliweg 8; Spitalhalde 40 | sole ownership | 14,817 | no |
| St. Gallen | Teufenerstrasse 15 | sole ownership | 658 | no |
| Wängi | Brühlwiesenstrasse 11a/11b/15a/15b/19a/19b | sole ownership | 7,413 | no |
| Zurich | Katzenbachstrasse 221-231 | sole ownership | 6,137 | no |
| Zurich | Katzenbachstrasse 239 | sole ownership | 1,987 | no |
| Zurich | Manessestrasse 190/192; Staffelstrasse 1/3/5 | sole ownership | 2,345 | no |
| Zurich | Turbinenstrasse 22–32 | sole ownership | 7,431 | no |
² Vacancy rate as % of target rental income
⁴ Site pollution unlikely – the property must be maintained in accordance with the design plan ("Gestaltungsplan") and has been subject to comprehensive renovation in recent years
⁵ Site pollution eliminated – property rebuilt in recent years
⁹ Com=commercial; Res=residential
¹ Target rental income as at reporting date 31 December 2014 as % of market value
| 92,240 4.6 4,210 |
20.9 | 20.2 |
|---|---|---|
| 52,940 4.8 2,565 |
4.6 | 4.3 |
| 5,740 5.2 300 |
3.6 | 0.0 |
| 51,870 4.5 2,350 |
2.7 | 1.8 |
| 12,271 5.9 723 |
0.3 | 0.0 |
| 4,061 5.0 204 |
12.0 | 11.3 |
| 18,710 5.8 1,082 |
4.3 | 1.4 |
| 23,410 4.6 1,072 |
3.7 | 3.2 |
| 13,571 5.7 779 |
1.0 | 0.0 |
| 3,342 5.7 192 |
10.8 | 9.6 |
| 82,180 5.1 4,165 |
0.5 | 2.2 |
| 5,721 5.2 297 |
0.0 | 0.0 |
| 20,010 4.8 960 |
0.0 | 0.0 |
| 13,700 4.8 661 |
0.0 | 0.0 |
| 2,577 5.6 146 |
0.0 | 0.0 0.0 |
| 27,090 4.7 1,263 4,985 5.6 281 |
9.1 0.0 |
7.9 |
| 29,250 4.6 1,339 |
0.6 | 0.0 |
| 10,200 4.8 493 |
9.9 | 7.3 |
| 23,323 4.3 992 |
5.9 | 5.6 |
| 29,700 4.2 1,251 |
5.5 | 5.1 |
| in TCHF in TCHF in %1 in TCHF |
31.12.2014 in %2 | 31.12.2014 in % |
| Fair value Acquisition costs Gross yield Target rental revenues |
Vacancy rate as at | Vacant area as at |
| 864 | 61 | 328 | 307 | 151 | 17 | 89,221 | |
|---|---|---|---|---|---|---|---|
| 96 | 0 | 12 | 48 | 30 | 6 | 10,107 | res |
| 52 | 0 | 20 | 21 | 11 | 0 | 6,583 | res |
| 18 | 0 | 5 | 8 | 5 | 0 | 1,610 | res |
| 69 | 5 | 27 | 32 | 5 | 0 | 7,948 | res |
| 48 | 0 | 21 | 21 | 6 | 0 | 4,439 | 3 res |
| 11 | 0 | 7 | 1 | 2 | 1 | 1,598 | res+com |
| 84 | 0 | 46 | 0 | 30 | 8 | 5,588 | res |
| 39 | 0 | 9 | 16 | 13 | 1 | 3,609 | 7 res |
| 44 | 0 | 20 | 20 | 4 | 0 | 4,367 | 3 res |
| 9 | 4 | 4 | 0 | 0 | 1 | 1,078 | res |
| 101 | 11 | 16 | 55 | 19 | 0 | 10,271 | res |
| 8 | 4 | 2 | 0 | 2 | 0 | 1,313 | res+com |
| 48 | 17 | 28 | 2 | 1 | 0 | 4,861 | res |
| 10 | 9 | 1 | 0 | 0 | 0 | 2,536 | res+com |
| 10 12 |
4 0 |
1 3 |
5 3 |
0 6 |
0 0 |
1,122 1,073 |
res+com res |
| 40 | 0 | 16 | 24 | 0 | 0 | 4,051 | res |
| 39 | 7 | 24 | 6 | 2 | 0 | 4,555 | res |
| 30 | 0 | 12 | 12 | 6 | 0 | 2,580 | res |
| 54 | 0 | 28 | 18 | 8 | 0 | 5,226 | 3 res |
| 42 | 0 | 26 | 15 | 1 | 0 | 4,706 | res |
| apartments | apartments | apartments | apartments | apartments | area in m2 | ||
| apartments of use in % |
room | room | room | room | room | rentable | description9 |
| Total Other forms |
5 or more | 4–4 ½- | 3–3 ½- | 2–2 ½- | 1–1 ½- | Total | Property |
⁹ Com=commercial; Res=residential
| Location | Address | Ownership | Acquired | Built |
|---|---|---|---|---|
| Horgen | Seestrasse 93 (Grob-Areal) | sole ownership | Nov 2005 | 1956 / 2013 |
| Lausanne | Rue Voltaire 2 – 12 | sole ownership | Oct 2012 | 2014 |
| Regensdorf | Schulstrasse 95 / 101 / 107 / 115; Riedthofstrasse 55 / 63; | sole ownership | Jun 2007 | 2015 |
| Feldblumenstrasse 43 | ||||
| Zurich | Letzigraben 134 – 136 | sole ownership | Sep 2006 | 1958 / 1975 |
| 4 | Properties under construction |
All of the above investment properties are in the construction phase. Completion of the properties in Lausanne, Rue Voltaire 2−12, and Regensdorf, Schulstrasse 95, is scheduled for early and mid 2015 respectively. Completion of the properties in Zurich, Letzigraben 134−136, and Horgen, Seestrasse 93 (Grob site), is planned for 2016.
| Location | Address | Ownership | Acquired | Built | Year renovated Carrying amount Site area Register of Description of Total rentable in TCHF in m2 polluted sites property9 area in m2 |
|---|---|---|---|---|---|
| Aarau | Buchserstrasse 27 | sole ownership | Oct 2006 | 1885 | 769 985 yes (insignificant) own-use |
| Küsnacht | Seestrasse 59 | sole ownership | Sep 2002 | 2006 | 11,183 2,125 no com 2,046 |
| Lausanne | Rue de Genève 7 | sole ownership | Nov 2009 | 1932 | 1992 / 2011 3,523 3,343 yes4 com-share own-use |
| Lausanne | Rue des Côtes-de-Montbenon 16 | sole ownership | Nov 2009 | 1912 | 2007 590 850 yes4 com-share own-use |
| 4 | Properties | 16,066 7,303 3,256 |
| Location | Address | Ownership | Acquired | Built |
|---|---|---|---|---|
| Lausanne | Flonplex | co-ownership 40% | Nov 2009 | 2003 |
| Lausanne | Parking du Centre | co-ownership 50% | Nov 2009 | 2002 |
| Lausanne | Parking Saint-François | co-ownership 26,5% | Nov 2009 | 1959 |
| 3 | Properties |
⁴ Site pollution unlikely – the property must be maintained in accordance with the design plan ("Gestaltungsplan") and has been subject to comprehensive renovation in recent years
⁵ Site pollution eliminated – property rebuilt in recent years
| res | no | 16,656 | 41,030 | |
|---|---|---|---|---|
| res | no | 4,743 | 48,710 | |
| 16,660 | com | yes | 10,542 | 28,250 |
| area in m2 | property9 | polluted sites | in m2 | in TCHF |
| Total rentable | Description of | Register of | Site area | Fair value |
| Total rentable | Description of | Register of | Site area | Carrying amount | Year renovated |
|---|---|---|---|---|---|
| area in m2 | property9 | polluted sites | in m2 | in TCHF | |
| 399 | own-use | yes (insignificant) | 985 | 769 | |
| 2,046 | com | no | 2,125 | 11,183 | |
| 641 | com-share own-use | yes4 | 3,343 | 3,523 | 1992 / 2011 |
| 170 | com-share own-use | yes4 | 850 | 590 | 2007 |
| 3,256 | 7,303 | 16,066 |
| Total rentable | Description of | Register of | Site area | Fair value |
|---|---|---|---|---|
| area in m2 | property9 | polluted sites | in m2 | in TCHF |
| 5,256 | multiplex cinema | yes5 | 0 | 9,264 |
| car park | yes5 | 0 | 28,180 | |
| car park | yes7 | 0 | 2,534 | |
| 5,256 | 39,978 |
⁷ Site pollution suspected – measures required in new-build plans
⁹ Com = commercial; Res = residential
As at 31 December 2014, 99 investment properties were recognised in the balance sheet; of which
Charts: Breakdown of the market values of residential and commercial investment properties, commercial development properties and investment properties under construction by economic area
R E P O R T O F T H E S TAT U T O R Y A U D I T O R O N T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S TO THE GENERAL MEETING OF SHAREHOLDERS OF MOBIMO HOLDING AG, LUCERNE
As statutory auditor, we have audited the consolidated financial statements of Mobimo Holding AG, which comprise the statement of balance sheet, income statement, statement of comprehensive income, statement of changes in equity, cash flow statement and notes (pages 50 to 118), for the year ended 31 December 2014.
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), Article 17 of the Directive on Financial Reporting (Directive Financial Reporting, DFR) of SIX Swiss Exchange and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements for the year ended 31 December 2014 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with International Financial Reporting Standards (IFRS) and comply with Article 17 of the Directive on Financial Reporting (Directive Financial Reporting, DFR) of SIX Swiss Exchange as well as the Swiss law.
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the board of directors.
We recommend that the consolidated financial statements submitted to you be approved.
KPMG AG
Licensed Audit Expert Licensed Audit Expert Auditor in Charge
Kurt Stocker Reto Kaufmann
Lucerne, 5 February 2015
Wüest & Partner AG (Wüest & Partner) was commissioned by the Executive Board of Mobimo Holding AG (Mobimo) to perform a valuation, for accounting purposes, of the properties and property units held by Mobimo as at 31st of December 2014 (reporting date). The valuation encompasses all investment properties (including development properties and investment properties under construction). Trading properties (development and sale of condominium ownership) are not part of the valuation.
Wüest & Partner hereby confirms that the valuations were performed in accordance with national and international standards and guidelines in particular with the International Valuation Standards (IVS and RICS/Red Book) and the Swiss Valuation Standards (SVS) and as well as in accordance with the requirements of the SIX Swiss Exchange.
The market values determined for the investment properties conform to the concept of fair value as defined in the International Financial Reporting Standards (IFRS) on the basis of revised IAS 40 (Investment Property) and IFRS 13 (Fair Value Measurement).
Fair value is the price that independent market operators would receive on the valuation date if an asset were sold under normal market conditions or the price that such operators would pay on the valuation date if a liability (debt) were transferred under normal market conditions (exit price).
An exit price is the selling price postulated in the purchase contract upon which the parties have jointly agreed. Transaction costs, which normally consist of estate agents' commission, transaction taxes and land registry and notary fees, are not taken into account when determining fair value. This means that in line with paragraph 25 IFRS 13, fair value is not adjusted by the amount of the transaction costs incurred by the purchaser in the event of a sale (gross fair value). This is in line with Swiss valuation practice.
Valuation at fair value assumes that the hypothetical transaction involving the asset to be valued takes place on the market with the largest volume and the most business activity (main market) and that the frequency and volume of transactions are adequate for there to be sufficient price information available for the market (active market). If no such market can be identified, it will be assumed that the asset is being sold on the main market, which would maximize the assets selling price on disposal.
Fair value is calculated on the basis of the best possible use of a property (highest and best use). The best possible use of a property is that which maximizes its value. This assumption presupposes a use, which is technically and physically possible, legally permitted and financially realizable. As fair value is calculated on the basis of maximization of use, the best possible use may differ from the actual or planned use. In the assessment of fair value, future investment spending for the purpose of improving a property or increasing its value will be taken into account accordingly.
The use of the highest and best use approach is based on the principle of the materiality of the possible difference in value in terms of the ratio of the value of the specific property to the total real estate assets and in terms of the possible absolute difference in value. A property's potential added value within the usual estimating tolerance of a specific valuation is regarded as immaterial in this context and is therefore disregarded.
Fair value is determined according to the quality and reliability of the valuation parameters, in order of diminishing quality/reliability: Level 1 market price, Level 2 modified market price and Level 3 modelbased valuation. At the same time, when a property is valued on the basis of fair value, different parameters may be applied to different hierarchies. In this context, the total valuation is classed according to the lowest level of the fair value hierarchy in which the material valuation parameters are found.
The value of the properties of Mobimo is determined using a modelbased valuation according to Level 3 on the basis of input parameters, which cannot be directly observed on the market. Here too adjusted Level 2 input parameters are used (e.g. market rents, operating/maintenance costs, discounting/capitalization rates, proceeds of sales of residential property). Non-observable input factors are only used where relevant observable input factors are not available.
The valuation procedures used are those that are appropriate under the given circumstances and for which sufficient data are available to determine fair value. At the same time, the use of relevant observable input factors is maximized, while the use of non-observable input factors is minimized. In the case of the present valuation procedure, an incomebased approach is applied, using discounted cash flow valuations, which are widespread in Switzerland.
Market rents, vacancy levels and discount rates are defined as significant input factors. For properties that that are valued based on sales in condominium ownership (according to the highest and best use approach) sales prices are defined as a significant input factor.
The above factors are influenced to a varying degree by market developments. If the input factors change, the property's fair value also changes. For each input factor, these changes are simulated on the basis of static sensitivity analyses. Owing to interdependence between the input factors, their effects on fair value may either offset or potentiate each other. For example, the effect of reduced market rents combined with higher vacancies and higher discount rates will have a cumulative negative impact on fair value. However, as the portfolio is diversified geographically and by properties, changes to input factors seldom exert a cumulative effect in the short term.
The economic environment may be regarded as the most important factor influencing the input factors. When negative economic sentiment exerts downward pressure on market rents, real estate vacancies usually increase. But at the same time, such market situations are usually associated with favourable (i.e. low) interest rates, which have a positive effect on discount rates. To an extent, therefore, changes to input factors offset each other. Ongoing measures to optimize the Mobimo portfolio (e.g. the conclusion or renewal of longterm rental contracts, investments in the fitout of rental areas etc.) counter such short-term market shocks, which primarily impact on market rents and vacancy levels. As already mentioned, the individual, risk-adjusted discount rate for a property reflects the yield expectations of the respective investors/market actors; the property owner can exert only a limited influence.
In valuing Mobimo's real estate holdings, Wüest & Partner applied the discounted cash flow (DCF) method, by which the market value of a property is determined as the total of all projected future (100 years) net earnings discounted to the valuation date. Net income is discounted separately for each property with due allowance for specific opportunities and threats, and adjustment in line with market conditions and risks.
Wüest & Partner is familiar with all the properties, having carried out inspections and examined the documentation provided. The properties have been analysed in detail in terms of their quality and risk profiles (attractiveness and lettability of rented premises, construction type and condition, microand macro-location etc.). Currently vacant premises are valued with allowance made for a reasonable marketing period.
Wüest & Partner inspects the properties at least once every three years as well as following purchase and upon completion of larger refurbishment and investment projects.
Within the review period from 1st January 2014 to 31st December 2014, Wüest & Partner visited 35 properties belonging to Mobimo.
A total of 99 investment properties (including development properties and investment properties under construction) were valued as at 31st of December 2014 by Wüest & Partner. The fair value of all 99 investment properties is estimated as at 31st of December 2014 at 2,248.4 million Swiss Francs.
Within the review period from 1st January 2014 to 31st December 2014 the properties "Klingenstrasse 34/Konradstrasse 68, Zürich", "Hauptstrasse 37, Kreuzlingen", "Obstmarkt 1, Herisau", "Witikonerstrasse 311/311b, Zurich" and "Im Langacker 20/20a/22, Baden-Dattwil" were sold. The commercial investment properties "Treichlerstrasse 10 / Dolderstrasse 16, Zurich" and "Friesenbergstrasse 75 / Im Tiergarten 7, Zurich" were purchased within the review period.
The properties "Obstgartenstrasse 9/Alte Oberfelderstrasse 27/29, Affoltern am Albis", "Rue des Côtes-de-Montbenon 20/22/24, Lausanne" and "Avenue d'Ouchy 4 – 6 (Administration), Lausanne" were reclassified from the investment properties under construction to the commercial investment properties. In addition the property "Rue des Côtes-de-Montbenon 12, Lausanne" was reclassified from the development properties to the commercial investment properties.
The properties "Alte Obfelderstrasse 31–35, Affoltern am Albis" and "Turbinenstrasse 22–32, Zurich" were reclassified from the properties under construction to the residential investment properties.
The property "Letzigraben 134–136, Zurich" was reclassified from the development properties to the investment properties under construction.
Wüest & Partner performed the valuation of Mobimo's real estate holdings independently and neutrally in conformity with its business policies. It was carried out solely for those purposes specified above; Wüest & Partner shall accept no liability in respect of third parties.
The fee of the valuer's services is independent of the valuation results. The rate is based upon the numbers of the valuations performed and the lettable area of the property.
Wüest & Partner AG Zurich, 2nd February 2015
Partner Director
Patrik Schmid Fabio Guerra MRICS
With regard to the significant input factors, the following ranges for the discount rates, achievable long-term market rents and structural vacancy rates were applied to the property valuations:
| Asset class/ | Weighted | |||||
|---|---|---|---|---|---|---|
| Valuation method | Fair value | Input factors | Minimum | average | Maximum | |
| Commercial invertment properties | 1,364,484,000 | Discount rates (real) | Percent | 3.60 | 4.51 | 5.40 |
| Level 3 | Achievable long-term market rents | SF/m² p.y. | 108 | 237 | 1,145 | |
| DCF | Structural vacancy rates | 2.0 % | 4.2 % | 12.0 % | ||
| Development properties | 214,799,000 | Discount rates (real) | Percent | 4.20 | 4.62 | 5.60 |
| Level 3 | Achievable long-term market rents | SF/m² p.y. | 138 | 242 | 356 | |
| DCF | Structural vacancy rates | 1.6 % | 3.5 % | 11.8 % | ||
| Residential investment properties | 526,891,000 | Discount rates (real) | Percent | 3.80 | 4.03 | 4.60 |
| Level 3 | Achievable long-term market rents | SF/m² p.y. | 167 | 309 | 406 | |
| DCF | Structural vacancy rates | 1.0 % | 2.6 % | 5.5 % | ||
| Investment properties under construction | 142,260,000 | Discount rates (real) | Percent | 4.00 | 4.22 | 4.80 |
| Level 3 | Achievable long-term market rents | SF/m² p.y. | 173 | 264 | 374 | |
| DCF | Structural vacancy rates | 1.2 % | 2.2 % | 4.0 % |
For the five properties that are valued based on sales in condominium ownership (according to the highest and best use approach) sales prices ranging between CHF 6,600 and CHF 12,400 per square meter were applied.
The Mobimo Group reports its key performance and cost ratio measures in accordance with the Best Practices Recommendations of the EPRA Reporting and Accounting Committee. The European Public Real Estate Association is an association of leading European property companies and is a partner of the FTSE EPRA/ NAREIT index family, which added the Mobimo Holding AG share as one of its components on 20 June 2011. The figures published elsewhere by Mobimo on NAV, net initial yield and vacancy rates may deviate from the EPRA figures set out below, as Mobimo does not, for example, include the market value of trading properties, which are accounted for at cost, and bases its calculations on effective rents. However, when calculating earnings per share, Mobimo does take account of gains on the sale of trading and investment properties.
| A EPRA Earnings & EPRA Earnings Per Share | 2013 | |
|---|---|---|
| Earnings as per IFRS income statement | 62,151 | 81,580 |
| (i) Changes in value of investment properties, development properties held for investment and other interests |
–3,802 | –25,212 |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests |
–4,944 | –7,117 |
| (iii) Profit on sale of trading properties and services adjusted |
–10,734 | –18,008 |
| (iv) Tax on profits or losses on disposals |
4,304 | 6,968 |
| (v) Negative goodwill/goodwill impairment |
n/a | n/a |
| (vi) Changes in fair value of financial instruments and asscociated close-out costs |
2,257 | –3,886 |
| (vii) Acquisition costs on share deals and non-controlling joint venture interests |
n/a | n/a |
| (viii) Deferred tax in respect of EPRA adjustments |
340 | 7,274 |
| (ix) Adjustments to positions (i) to (viii) in respect of joint ventures |
0 | 0 |
| (x) Minority interests in respect of the above |
976 | 38 |
| EPRA Earnings | 50,548 | 41,637 |
| Average number of shares outstanding | 6,213,991 | 6,208,848 |
| EPRA Earnings Per Share | 8.13 | 6.71 |
| B EPRA Net Asset Value | 31.12.2014 | 31.12.2013 |
|---|---|---|
| NAV as per consolidated financial statements | 1,217,938 | 1,237,577 |
| Effect of exercise of options, convertibles and other equity instruments | 46 | 167,851 |
| Diluted NAV after the exercise of options, convertibles and other equity instruments | 1,217,984 | 1,405,429 |
| Include | ||
| (i.a) Revaluation of investment properties (if IAS 40 cost model is used) |
n/a | n/a |
| n/a | n/a | |
| (i.b) Revaluation of investment property under construction (IPUC) (if IAS 40 cost model is used) |
||
| (i.c) Revaluation of other non-current investments (owner-occupied properties and joint ventures) |
11,562 | 9,818 |
| (ii) Revaluation of tenant leases held as finance leases |
n/a | n/a |
| (iii) Revaluation of trading properties |
33,375 | 20,119 |
| Exclude | ||
| (iv) Fair value of financial instruments |
32,385 | 5,874 |
| (v.a) Deferred tax |
124,779 | 126,065 |
| (v.b) Goodwill as a result of deferred tax |
n/a | n/a |
| Adjustments to (i) to (v) in respect of joint ventures | 3,830 | 3,785 |
| EPRA NAV | 1,423,916 | 1,571,090 |
| Diluted No. of shares outstanding | 6,216,585 | 7,026,940 |
| EPRA NAV per share | 229.05 | 223.58 |
| C Triple Net Asset Value (NNNAV) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| EPRA NAV | 1,423,916 | 1,571,090 |
| (i) Fair value of derivative financial instruments |
–32,385 | –5,874 |
| (ii) Fair value of financial liabilities |
–101,978 | –33,511 |
| (iii) Deferred tax |
–125,335 | –126,065 |
| EPRA NNNAV | 1,164,218 | 1,405,640 |
| Diluted No. of shares outstanding | 6,216,585 | 7,026,940 |
| EPRA NNNAV per share | 187.28 | 200.04 |
| D EPRA Net Initial Yield | 31.12.2014 | 31.12.2013 |
| Investment properties – wholly owned | 2,248,434 | 2,102,535 |
| Investment properties – share of joint ventures/funds | 37,444 | 37,716 |
| Trading property Less developments |
205,243 –434,612 |
252,553 –596,516 |
| Completed property portfolio | 2,056,509 | 1,796,288 |
| Allowance for estimated purchasers' costs | 0 | 0 |
| Gross up completed property portfolio valuation | 2,056,509 | 1,796,288 |
| Annualised cash passing rental income | 107,380 | 93,900 |
| Direct cost of investment properties | –15,598 | –13,481 |
| Annualised net rents | 91,782 | 80,419 |
| Add: additional notional rent expiration of rent free periods or other lease incentives | 0 | 0 |
| Topped-up net annualised rent | 91,782 | 80,419 |
| EPRA net initial yield | 4.5 % | 4.5 % |
| EPRA "topped-up" net initial yield | 4.5 % | 4.5 % |
| E EPRA Vacancy Rate | 31.12.2014 | 31.12.2013 |
| Estimated rental income potential from vacant space | 5,660 | 3,476 |
| Estimated rental income from overall portfolio | 103,919 | 88,438 |
| EPRA vacancy rate | 5.4 % | 3.9 % |
| F EPRA Cost Ratios | 2014 | 2013 |
|---|---|---|
| EPRA Costs | ||
| Administrative operating expense lines per IFRS income statement | ||
| Direct expenses for rented properties | 14,775 | 12,133 |
| Personnel expenses | 5,806 | 5,554 |
| Operating and administrative expenses | 1,732 | 1,712 |
| EPRA Costs (including direct vacancy costs) | 22,313 | 19,399 |
| Direct vacancy costs | 2,684 | 1,002 |
| EPRA Costs (excluding direct vacancy costs) | 19,629 | 18,397 |
| EPRA Rental income | ||
| Gross Rental Income less ground rent costs | 96,951 | 83,765 |
| Gross Rental Income | 96,951 | 83,765 |
| EPRA Cost Ratio (including direct vacancy costs) | 23.0 % | 23.2 % |
| EPRA Cost Ratio (excluding direct vacancy costs) | 20.2 % | 22.0 % |
| All amounts in TCHF | 2014 | 2013 |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash | 70,679 | 70,784 |
| Trade receivables – Group | 12,518 | 10,194 |
| Other receivables – Group | 877 | 816 |
| Other receivables – third parties | 1,162 | 59 |
| Accrued income and prepaid expenses – third parties | 398 | 122 |
| Treasury shares | 315 | 400 |
| Total current assets | 85,949 | 82,375 |
| Non-current assets | ||
| Financial assets | ||
| – Participations | 311,335 | 311,285 |
| – Loan – Group | 827,193 | 662,199 |
| Total non-current assets | 1,138,528 | 973,484 |
| Total assets | 1,224,477 | 1,055,859 |
| All amounts in TCHF | 2014 | 2013 |
|---|---|---|
| Equity and liabilities | ||
| Liabilities | ||
| Current liabilities | ||
| Payables – Group | 2,018 | 209 |
| Payables – related parties | 0 | 102 |
| Payables – third parties | 2,248 | 3,717 |
| Accrued expenses and deferred income – third parties | 3,695 | 3,331 |
| Convertible bond | 0 | 168,655 |
| Total current liabilities | 7,962 | 176,014 |
| Non-current liabilities | ||
| Bonds | 515,000 | 165,000 |
| Total non-current liabilities | 515,000 | 165,000 |
| Total liabilities | 522,962 | 341,014 |
| Equity | ||
| Share capital | 180,282 | 180,220 |
| Statutory reserves | ||
| – General reserves | 45,183 | 44,745 |
| – Capital contribution reserve | 210,904 | 269,933 |
| – Reserve for treasury shares | 315 | 400 |
| Retained earnings | ||
| – Balance brought forward | 219,548 | 193,102 |
| – Profit for the year | 45,283 | 26,446 |
| Total equity | 701,514 | 714,845 |
| Total equity and liabilities | 1,224,477 | 1,055,859 |
INCOME STATEMENT
| All amounts in TCHF | 2014 | 2013 |
|---|---|---|
| Income from cost charges – Group | 2,009 | 2,084 |
| Income from participations – Group | 36,728 | 15,915 |
| Financial income – Group | 20,419 | 17,877 |
| Financial income – third parties | 82 | 7 |
| Total income | 59,238 | 35,883 |
| Personnel expenses | –1,369 | –1,620 |
| Administrative expenses – third parties | –4,316 | –2,668 |
| Interest expense for bonds | –7,091 | –4,003 |
| Other financial expense – third parties | –168 | –116 |
| Tax expense | –1,010 | –1,030 |
| Total expenses | –13,956 | –9,437 |
| Profit for the year | 45,283 | 26,446 |
The Annual General Meeting of 25 March 2014 approved a distribution from capital contribution reserves of CHF 9.50 per share for the 2013 financial year, which was paid out on 1 April. The nominal value of Mobimo shares remains at CHF 29. The share capital rose by CHF 0.1 million (prior year: CHF 0.2 million) due to the exercise of options, while general reserves increased by CHF 0.4 million (prior year: CHF 1.0 million). No convertible bonds were converted in the current year until redemption or in the previous year.
As at 31 December 2014, share capital amounted to CHF 180.3 million, composed of 6,216,606 registered shares with a nominal value of CHF 29 each. All outstanding shares are entitled to dividends and confer the right to one vote per share at the company's general meetings.
| 2. Participations |
||||
|---|---|---|---|---|
| Share capital | Equity interest | |||
| Name | Registered office | Purpose | in TCHF | in % |
| Mobimo AG | Küsnacht | Real estate company | 72,000 | 100.0 |
| Mobimo Management AG | Küsnacht | Real estate company | 100 | 100.0 |
| LO Holding Lausanne-Ouchy SA1 | Lausanne | Real estate group | 12,000 | 100,02 |
| JJM Participations SA | Lausanne | Holding company | 6,001 | 100.0 |
| Immobilien Invest Holding AG1 | Glarus | Real estate group | 150 | 75.33 |
| FM Service & Dienstleistungs AG | Küsnacht | Real estate company | 100 | 50.00 |
Conditional share capital of a maximum of CHF 34.1 million is available for up to 1,175,198 fully paid-up registered shares with a nominal value of CHF 29 each (with shareholders' pre-emptive rights excluded), of which
c) up to CHF 33.1 million is designated for the exercise of conversion and/or option rights relating to convertible bonds, bonds with warrants, similar bonds or other financial market instruments of the company or granted by Group companies.
In 2014, 2,128 option rights were exercised.
As at 31 December 2014, authorised share capital was available, allowing the Board of Directors to increase the share capital of the company by a maximum of CHF 33.1 million by April 2015 via the issue of up to 1,141,150 registered shares, to be fully paid up, with a nominal value of CHF 29 per share.
The CHF 33.1 million of conditional and authorised capital are linked together in that upon using this authorised capital, conditional capital will no longer be available in the same amount to the Board of Directors. The same applies in the reverse scenario; if this conditional capital is used, the same amount of the authorised capital will no longer be available.
As at 31 December 2014, the company held 1,623 treasury shares. Over the course of the financial year, the initial holding as at 1 January of 2,148 shares was increased through the purchase of a total of 9,000 shares at an average price of CHF 193.60. 9,525 shares were granted to the Board of Directors and management as part of their compensation arrangements.
1 Subholding; see Note 39 to the consolidated financial statements for an overview of all Group companies
2 64.3% of this holding is held directly, and 35.7% via JJM Participations SA.
As at the reporting date, the following shareholders held 3 % or more of the shares and options in Mobimo Holding AG:
| 31 December | 2014 | 2013 |
|---|---|---|
| Pensionskasse des Kantons Zug | 3.38% | 3.38% |
| BlackRock, Inc. | 3.00% | 3.01% |
As at 31 December 2014, the shareholdings of the members of the Board of Directors and the Executive Board were as set out below (disclosure in accordance with Article 663c of the Swiss Code of Obligations).
| No. of shares | No. Of | |||||
|---|---|---|---|---|---|---|
| Name, function | issued | approved | options | Total 2014 | Total 2013 | |
| BoD | 27,337 | 0 | 0 | 27,337 | 59,371 | |
| Georges Theiler, Chairman BoD1 | 5,845 | 0 | 0 | 5,845 | 5,350 | |
| Brian Fischer, BoD | 3,138 | 0 | 0 | 3,138 | 2,401 | |
| Wilhelm Hansen, BoD | 4,831 | 0 | 0 | 4,831 | 3,982 | |
| Peter Schaub, BoD3 | 801 | 0 | 0 | 801 | 801 | |
| Daniel Crausaz, BoD | 2,487 | 0 | 0 | 2,487 | 2,333 | |
| Bernard Guillelmon, BoD4 | 5,711 | 0 | 0 | 5,711 | 5,711 | |
| Paul Rambert, BoD5 | 4,521 | 0 | 0 | 4,521 | 4,521 | |
| Urs Ledermann, BoD2 | n/a | n/a | n/a | n/a | 34,272 | |
| Executive Board | 25,115 | 415 | 1,335 | 26,865 | 31,088 | |
| Christoph Caviezel, CEO | 13,450 | 173 | 915 | 14,538 | 12,852 | |
| Manuel Itten, CFO | 6,962 | 104 | 191 | 7,257 | 6,918 | |
| Andreas Hämmerli, Head of Development | 3,323 | 69 | 229 | 3,621 | 3,630 | |
| Thomas Stauber, Head of Real Estate | 1,380 | 69 | 0 | 1,449 | 1,458 | |
| Peter Grossenbacher2 | n/a | n/a | n/a | n/a | 6,230 |
Share-based compensation for the Executive Board was based on the assumption that a ratio of 50 % as stipulated in the compensation regulations applies.
The convertible bond included in current liabilities as at 31 December 2013 was repaid at its nominal value of CHF 168.7 million upon maturing on 30 June 2014.
A CHF 165 million bond maturing on 29 October 2018 was issued on 29 October 2013. The coupon is 1.5%.
A CHF 200 million bond maturing on 19 May 2021 was issued on 19 May 2014. The coupon is 1.625%.
A CHF 150 million bond maturing on 16 September 2024 was issued on 16 September 2014. The coupon is 1.875%.
¹ Stepped down as of 25 March 2014
² Stepped down as of the end of May 2014
The Board of Directors addresses its risk management responsibilities via the Audit & Risk Committee (AC). The main duty of this Committee is to support the Board of Directors by means of preparatory work, audits and clarification. The four areas in which the Audit & Risk Committee is active are:
In the period under review, the Audit & Risk Committee worked with management to prepare a risk inventory which sets out the fundamental risks involved by risk category. For each risk, the risk owner, impact and measures implemented are analysed and then evaluated on the basis of likelihood, financial impact and damage to reputation and image. Where necessary, further measures are defined for the ongoing management of the assessed risks.
Mobimo Holding AG forms a VAT group together with Mobimo AG, Mobimo Management AG, O4Real AG, JJM Participations SA, LO Holding Lausanne-Ouchy SA, LO Immeubles SA, Immobilien Invest Holding AG and Petit Mont-Riond SA. It is jointly and severally liable for the liabilities arising therefrom.
As part of an external financing arrangement with a bank, Mobimo Holding AG provided a joint and several guarantee of CHF 20 million for a Group company. As part of another external financing arrangement, Mobimo Holding AG gave an undertaking in a letter of comfort to ensure that Mobimo AG maintains minimum equity of CHF 100 million. Moreover, Mobimo Holding AG provides joint and several guarantees to Group companies in certain construction projects for payments to contractors arising from service contracts. In addition, Mobimo Holding AG agreed to provide funds for Mobimo AG to submit bids for properties.
| in TCHF | 2014 | 2013 |
|---|---|---|
| Balance brought forward | 219,548 | 193,102 |
| Profit for the year | 45,283 | 26,446 |
| Reversal of capital contribution reserves | 59,073 | 59,029 |
| Total available to the General Meeting | 323,903 | 278,577 |
| The Board of Directors proposes the following appropriation of profit to the General Meeting: | ||
| Payment of a dividend in the form of a distribution of paid-in capital of | 59,073 | 59,029 |
| Brought forward to new account | 264,830 | 219,548 |
| Total appropriation of profit proposed | 323,903 | 278,577 |
| Total distribution | 59,073 | 59,029 |
| ./. Less share from capital contribution reserves | –59,073 | –59,029 |
The Board of Directors will propose to the General Meeting to pay a dividend of CHF 9.50 per share from capital contribution reserves.
Shares that at the time of the dividend resolution by the General Meeting were held as treasury shares are not eligible for the dividend payment.
The final figure for the reversal/distribution of capital contribution reserves depends on the number of options exercised, the number of treasury shares and the consequent number of shares with dividend entitlement issued by the date of the dividend distribution. If not all exercisable options are exercised by this date or Mobimo Holding AG holds treasury shares on the date of the dividend distribution, the reversal or distribution from capital contribution reserves will be correspondingly lower.
REPORT OF THE STATUTORY AUDITOR TO THE GENERAL MEETING OF MOBIMO HOLDING AG
As statutory auditor, we have audited the financial statements of Mobimo Holding AG, which comprise the balance sheet, income statement and notes (pages 128 to 134), for the year ended 31 December 2014.
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company's articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity's preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements for the year ended 31 December 2014 comply with Swiss law and the company's articles of incorporation.
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company's articles of incorporation. We recommend that the financial statements submitted to you be approved.
KPMG AG
Licensed Zugelassener Audit Expert, Audit Expert Auditor in Charge
Kurt Stocker Reto Kaufmann
Lucerne, 5. February 2015
| Share information | |||||
|---|---|---|---|---|---|
| Ratios in CHF as at 31 December | 2014 | 2013 | 2012 | 2011 | 2010 |
| Share capital (in TCHF) | 180,282 | 180,220 | 180,058 | 178,933 | 148,804 |
| No. of registered shares issued | 6,216,606 | 6,214,478 | 6,208,913 | 6,170,098 | 5,131,170 |
| Nominal value per registered share (in CHF) | 29 | 29 | 29 | 29 | 29 |
| Of which treasury shares | 1,623 | 2,148 | 8,744 | 1,747 | 1,071 |
| No. of registered shares outstanding | 6,214,983 | 6,212,330 | 6,200,169 | 6,168,351 | 5,130,099 |
| Share data | |||||
| Ratios in CHF as at 31 December | 2014 | 2013 | 2012 | 2011 | 2010 |
| Earnings per share | 10.00 | 13.14 | 12.30 | 15.46 | 13.01 |
| Earnings per share not including revaluation | 9.69 | 10.09 | 7.83 | 9.53 | 8.70 |
| NAV per share, after options and convertible bond | 195.93 | 200.01 | 193.99 | 191.41 | 190.45 |
| Gross dividend1 | 9.50 | 9.50 | 9.00 | 9.00 | 9.00 |
| Dividend yield (distribution yield) | 4,8% | 5,1% | 4.1% | 4.3% | 4.5% |
| Payout ratio2 | 95% | 72% | 73% | 58% | 69% |
| Share price | |||||
| Stock market price in CHF per share | 2014 | 2013 | 2012 | 2011 | 2010 |
| High | 200.70 | 221.10 | 228.00 | 223.54 | 200.31 |
| Low | 182.00 | 182.80 | 202.60 | 187.16 | 172.82 |
| Year-end price | 199.20 | 186.10 | 218.90 | 208.00 | 197.44 |
| Average no. of shares traded per day | 8,672 | 11,132 | 9,309 | 10,878 | 6,857 |
| Market capitalisation at year-end (in CHF million) | 1238,3 | 1156,5 | 1359,1 | 1283,4 | 1024,7 |
Source: SIX Swiss Exchange
The registered shares of Mobimo Holding AG are traded on the SIX Swiss Exchange in Zurich and are listed in accordance with the Standard for Real Estate Companies. Code: MOBN/Swiss security no.: 1110887/ISIN code: CH0011108872/Bloomberg: MOBN SW Equity/Reuters: MOBN.S The latest stock market data can be found at www.mobimo.ch
Relative share price performance of Mobimo compared to the SPI and Real Estate Index between 1 January 2008 and 31 December 2014.
For comparison purposes, the levels of the three indices were set at 100 as at 1 January 2008.
As at 31 December 2014, Mobimo's share price of CHF 199.20 was 1.7 % above the diluted NAV (net asset value) of CHF 195.93. Taking into account the distribution of paid-in capital of CHF 9.50 per share, Mobimo shares achieved a total performance of 12.1% for the year as a whole. The liquidity of the Mobimo share and trading volume were below their prior-year levels; an average of 8,672 (prior year: 11,132) were traded each day, generating an average daily turnover of around CHF 1.6 million (prior year: CHF 2.2 million). Overall, the Mobimo share generated a total turnover of CHF 410 million (prior year: CHF 558 million) on the SIX Swiss Exchange.
¹ Distribution of paid-in capital for 2014 financial year of CHF 9.50 per share in accordance with the proposal to General Meeting of 26 March 2015.
² Payout ratio: distribution ÷ earnings per share (distribution paid out for 2014 in accordance with the proposal of the Board of Directors)
On 29 October 2013, Mobimo successfully issued a CHF 165 million fixed-rate bond with a coupon of 1.5% and a five-year term. The Mobimo Holding AG bond is traded on the SIX Swiss Exchange in Zurich and is listed in accordance with the Standard for Bonds. Code: MOB13/Swiss security no.: 22492349/ISIN code: CH0224923497/Bloomberg: MOBN SW/ Reuters: 785VD6.
On 19 May 2014, Mobimo successfully issued a CHF 200 million fixed-rate bond with a coupon of 1.625% and a seven-year term. The Mobimo Holding AG bond is traded on the SIX Swiss Exchange in Zurich and is listed in accordance with the Standard for Bonds. Code: MOB14/Swiss security no.: 24298406/ISIN code: CH0242984067/Bloomberg: MOBN SW/Reuters: 792ZMZ.
On 16 September 2014, Mobimo successfully issued a CHF 150 million fixed-rate bond with a coupon of 1.875% and a ten-year term. The Mobimo Holding AG bond is traded on the SIX Swiss Exchange in Zurich and is listed in accordance with the Standard for Bonds. Code: MOB14/Swiss security no.: 25237980/ISIN code: CH0252379802/Bloomberg: MOBN SW.
Mobimo provides information on its business performance via annual and half-year reports prepared in English, German and French. Price-relevant facts are communicated via ad hoc notices.
Information on our company, the Mobimo share, key dates and answers to commonly asked questions can be found on the website at www.mobimo.ch. The information is updated on an ongoing basis. Shareholders have the option to receive their documents for the General Meeting electronically via the "Sherpany" online shareholder platform and issue proxies and instructions online.
To protect the environment, print versions of Mobimo Holding AG's annual and half-year reports are sent out by post only upon request. A summary report on the 2014 financial year is to be sent to shareholders.
Mobimo Holding AG Christoph Caviezel, CEO Manuel Itten, CFO Tel. +41 44 397 11 59 [email protected]
Share register Tel.+41 44 809 58 58 [email protected]
Annual General Meeting 2015 26 March 2015, BCV Concert Hall, Lausanne Flon
Financial reporting for the first half of 2015 6 August 2015
Mobimo Holding AG
Rütligasse 1 CH-6000 Lucerne 7 Tel. +41 41 249 49 80 Fax +41 41 249 49 89 www.mobimo.ch
Mobimo AG Seestrasse 59 CH-8700 Küsnacht Tel. +41 44 397 11 11 Fax +41 44 397 11 12
The Annual Report 2014 is also available in French and German. Only the German original is legally binding.
Overall responsibility: Mobimo Holding AG
Design and layout: Baldinger & Baldinger AG, Aarau
Proofreading and printing: Neidhart + Schön AG, Zurich
Photos:
Beat Bühler, www.beatbuehler.ch Michael Kessler, www.profifoto.ch Catherine Leutenegger, www.cleutenegger.com
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