Quarterly Report • Nov 10, 2010
Quarterly Report
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INTERIM FINANCIAL REPORT 3RD QUARTER 2010
| DE000A0LD2U1 |
|---|
| AOX |
| Financial Services |
| Real Estate |
| Prime Standard, Frankfurt |
| S-DAX, EPRA, German REIT Index, S&P/Citigroup Global REIT Index |
| EUR 61,599,999 |
| EUR 627,703,990 |
| 61,599,999 |
| 2,374 |
| 61,597,625 |
| 44% |
| Jan. 1 - | Jan. 1 - | ||
|---|---|---|---|
| GROUP FINANCIALS (EUR K) | Sept. 30, 2010 | Sept. 30, 2009 | Change |
| Revenues and Earnings | |||
| Revenues | 67,364 | 77,280 | -12.8% |
| Net rental income | 62,494 | 69,806 | -10.5% |
| Consolidated loss/profit for the period | -11,543 | 2,314 | n/a |
| FFO | 21,553 | 24,157 | -10.8% |
| Earnings per share (in EUR) | -0,21 | 0,04 | n/a |
| September 30, 2010 | September 30, 2009 | Change | |
|---|---|---|---|
| Balance sheet | |||
| Investment property | 1,359,039 | 1,425,440 | -4.7% |
| Total assets | 1,513,301 | 1,766,134 | -14.3% |
| Equity | 670,360 | 634,185 | 5.7% |
| Liabilities | 842,941 | 1,131,949 | -25.5% |
| NAV/share (in EUR) | 10,88 | 11,32 | 5.7% |
| NNNAV/share (in EUR) | 10,88 | 11,32 | 5.7% |
| G-REIT Key Figures | |||
|---|---|---|---|
| G-REIT equity ratio | 47,4% | 40.3% | 7.1 pp |
| Revenues plus other income from investment properties | 100% | 100% | 0.0 pp |
All numbers presented in this report are unaudited with the exception of those dated Dec. 31, 2009.
Slight differences may occur in the financial report due to rounding differences of figures to EUR thousand, as the individual calculations are based on figures in euros.
| Key figures | a |
|---|---|
| Letter from the board | 2 |
| alstria's shares | 4 |
| Interim Group management report | 6 |
| Portfolio overview | 6 |
| Earnings position | 7 |
| Financial and asset position | 10 |
| Risk and opportunity report | 12 |
| Recent developments and outlook | 12 |
| Consolidated financial statements | 14 |
| Consolidated income statement | 14 |
| Consolidated statement of comprehensive income | 15 |
| Consolidated statement of financial position | 16 |
| Consolidated statement of changes in equity | 18 |
| Consolidated statement of cash flow | 19 |
| Notes | 20 |
| Management compliance statement | 25 |
| Financial calendar | 26 |
| Contact | 27 |
Dear Shareholders and Business Partners, Ladies and Gentlemen
In September 2010, we successfully executed the first capital increase since the company's IPO. 5.6 million new shares, or 10% of the capital, were placed with institutional investors in an accelerated bookbuilding process at a price of EUR 8.75. The capital increase brought alstria gross proceeds of EUR 49 million. We would like to thank you for your ongoing support and the trust that you have placed in alstria.
We intend to use the proceeds from the capital increase to re-enter the investment market. In recent months, we have seen an increasing number of potential transactions priced at a level that appears reasonable from a risk/ return perspective. Considering the opportunities we are currently looking at, we are confident that we will be able to invest the proceeds from our capital increase in accretive transactions.
From an operational perspective, we can look back on a successful third quarter of 2010. Business developed according to plan and our development projects are making good progress. We started work on the Mundsburg Office Tower in Hamburg, where we will undertake a complete revamp and repositioning of the building. The result will be more than 9,000 square meters of state-of-the-art office space. The refurbishment is also testimony to our commitment to sustainable construction, as the Mundsburg Office Tower was awarded the silver precertificate by the DGNB in mid-2010. Furthermore, we were also recently able to pre-let nearly half of the area to Atos Origin on a long-term basis.
The Mundsburg project is clear testimony to our holistic business approach, which we are illustrating in detail in our first sustainability report, published today. We firmly believe that the balance of economic, environmental and social aspects is a decisive factor for the long-term success of a company. alstria is well positioned in this respect, as sustainability has played an integral role in our business model from the outset.
We have also used the launch of our first sustainability report to revamp alstria's website. The new website is designed to provide you with more detailed information about alstria and allows you to get in touch with us whenever you need to do so.
With kind regards,
Olivier Elamine Chief Executive Officer (CEO)
Alexander Dexne Chief Financial Officer (CFO)
While the stock markets continued to be highly volatile in the first half of the year, predominantly increasing share prices and lower levels of volatility were observed in the third quarter of 2010. Investor sentiment, which was initially characterised by the conflict between good corporate newsflow, concerns about public budgets and uncertainty about future economic development, increasingly edged towards cautious confidence. alstria's shares followed these trends, outperforming the major comparable indices EPRA Germany and EPRA Europe.
alstria's share price rose from EUR 7.50 on December 31, 2009 to EUR 10.19 on September 30, 2010, and fluctuated between EUR 6.92 and EUR 10.19 during this period.
Following the end of the third quarter, alstria's share price proved stable at this level, closing at EUR 9.85 on November 9, 2010.
The Annual General Meeting of alstria office REIT-AG held on June 16, 2010 resolved to grant a dividend entitlement of EUR 0.50 per share for the 2009 financial year. This represents a total dividend payment of EUR 27,999 k, which is fully covered by the Group's operating cash flow.
SHARE PRICE DEVELOPMENT
December 31, 2009 - EUR 7,50 - indexed to 100
alstria office REIT-AG successfully placed 5,599,999 new ordinary bearer shares with qualified investors as part of an accelerated bookbuilding process. The Company increased its nominal share capital from EUR 56,000,000 to EUR 61,599,999, having partially used its authorised capital and excluding shareholder subscription rights.
The new shares were priced at EUR 8.75 per share. The Company received gross proceeds in the amount of approximately EUR 49 million. The new shares were delivered and settled on September 24, 2010.
| KEY SHARE DATA | Sept. 30, 2010 | Sept. 30, 2009 | |
|---|---|---|---|
| Number of shares | in thousand | 61,600 | 56,000 |
| thereof outstanding | in thousand | 61,598 | 55,998 |
| thereof own shares | in thousand | 2 | 2 |
| Closing price1 | EUR | 10.19 | 7.88 |
| Market capitalisation | EUR k | 627,704 | 441,280 |
| Free float | percent | 44% | 39% |
| Q1-Q3 2010 | Q1-Q3 2009 | ||
| Average daily trading | |||
| volume | EUR k | 385 | 484 |
| Share price: high1 | EUR k | 10.19 | 8.50 |
| Share price: low1 | EUR | 6.92 | 3.00 |
1 XETRA-closing share price
As at September 30, 2010, the alstria Group managed a portfolio of 72 buildings with approximately 794,000 sqm of lettable area and a contractual vacancy rate of 7.3%. The portfolio yield is 6.4% and the weighted remaining average lease term is approximately 8.7 years. alstria also holds a 49% stake in two joint ventures, each consisting of one Hamburg real estate asset.
For a detailed description of alstria's portfolio, please refer to the 2009 Annual Report.
| т. | |
|---|---|
| Metric | Value |
|---|---|
| Number of buildings | 72 |
| Number of joint ventures | 2 |
| Market value (EUR m)2 | 1,393 |
| Contractual annual rents (EUR m/year) | 87.8 |
| Valuation yield (contractual annual rents/ OMV) |
6.4% |
| Lettable area (in k sqm) | 794 |
| Vacancy (% of lettable area) | 7.3% |
| WAULT (years) | 8.7 |
| Average rent/sqm (in EUR/month) | 9.94 |
1 Includes assets classified under property, plant and equipment and assets held for sale 2 Excluding value of joint venture assets
In January 2010, alstria agreed a joint venture with the Hamburg-based developer and fund manager Quantum Immobilien AG with respect to the renovation of the Kaisergalerie building at Grosse Bleichen 23-27 in Hamburg. This is the second joint venture between Quantum and alstria as part of the overall strategy to fund organic growth opportunities.
In July 2010, alstria concluded binding and notarised sale agreements for the sale of four properties in Hamburg. The transfer of possession, benefits and burden of two of the properties took place in the third quarter of 2010. The remaining two properties have been categorised as 'assets held for sale' pursuant to IFRS 5 in the consolidated financial statements as at September 30, 2010. The transfer of possession, benefits and burden for the two properties took place in the fourth quarter 2010.
alstria's asset management has been successful in re-letting vacant floor space. alstria signed lease agreements for a total area of around 15,200 sqm in the first three quarters of 2010. The biggest re-letting success was the new long-term lease agreement with Atos Origin for around 4,000 sqm of office and ancillary space in the Mundsburg Tower in Hamburg. Atos Origin is a leading international information technology (IT) services company. Atos Origin will lease the space starting in January 2013, following the full refurbishment of the asset by alstria.
The landmark Mundsburg Office Tower building in Hamburg, which was acquired by alstria in April 2007, is one of the first buildings in Germany to be certified as a sustainable building by the DGNB (Deutsche Gesellschaft für nachhaltiges Bauen e.V.) in accordance with the new 'modernisation of office and administrative buildings' certification programme. The DGNB silver pre-certificate demonstrates the project's sustainability, particularly with regard to space and energy efficiency, as well as tenant comfort (more information on sustainability is set out on page 7).
Further key re-letting achievements are the new lease agreements within the joint venture 'Alte Post'. The office space of around 3,500 sqm has been leased to the law firm Graf von Westphalen for 10 years. Moreover, the retailer Tommy Hilfiger has taken out a long-term lease on around 800 sqm of retail space. Tommy Hilfiger is the first retail tenant of the prime Alte Post building. The renovation work is proceeding on schedule and will probably be finished in the fourth quarter of 2011.
We also extended a number of leases that have a significant impact on our lease expiry profile. alstria was able to reduce its expiry rate for 2010 and 2011 from 10.6% to 7.3%. Most of this reduction of 3.3% relates to leases that have been extended until 2016.
The Group's modernisation projects are progressing well. The refurbishment of Steinstrasse 5-7 in Hamburg was completed and the new tenant, Hamburger Hochbahn AG, recently took occupation of around 13,000 sqm. The refurbishment of Bäckerbreitergang 73/75 in Hamburg was also completed. The property serves, amongst others, as alstria's new headquarters.
Looking at alstria's entire portfolio, the sale of fully-let assets, the deconsolidation of the fully-let Grosse Bleichen property and the expansion of strategic vacancies for new modernisation projects increased the vacancy rate by 1.6 percentage points to 7.3%, or 58,100 sqm. Strategic vacancies for new modernisation projects have increased over the last nine months from 15,800 sqm to 27,100 sqm, with the main parts falling on the properties Bieberhaus, Mundsburg Office Tower and Kaiser-Wilhelm-Strasse 79-85. The remaining 31,000 sqm represent operational vacancies.
alstria's focus on a small number of core tenants remains one of the main characteristics of its portfolio. alstria's top nine tenants generated more than 80% of total lease revenues in 2010. The portfolio also reflects alstria's clear focus on the office asset class: out of our total lettable area of 794,000 sqm, around 93% is dedicated to office use.
alstria has always considered sustainability issues in its corporate decisions, but this is not something that the Company has communicated much in the past. As a public listed real estate Company, alstria has a certain responsibility for its shareholders, its tenants, its employees and the communities in which the Company invests. To enhance transparency, alstria published its first sustainability report as at November 10, 2010. The report complies with the GRI1 guidelines and contains descriptions of alstria's economic, environmental and social approach towards sustainability, as well as its performance. For more information we refer to our website: www.alstria.de/sustainability.
Revenues decreased by 12.8% in the first three quarters of 2010 due to asset disposals in the previous and current year. Revenues amounted to EUR 67,364 k (Q1-Q3 2009: EUR 77,280 k) with real estate operating expenses accounting for around 7.2% of revenues at EUR 4,869 k (Q1-Q3 2009: EUR 7,474 k or 9.7% of revenues). As a consequence of the asset disposal, net rental income decreased by EUR 7,312 k as against the first three quarters of 2009 to EUR 62,494 k.
Administrative expenses and personnel expenses amounted to EUR 8,390 k for the first nine months compared with EUR 7,611 k in the same period of 2009. Accordingly, administrative and personnel expenses amounted to 12.4% of total revenues for the first half of 2010 (Q1-Q3 2009: 9.8%).
The increase in administrative and personnel expenses (+10.2% compared to Q1-Q3 2009) is mainly based on the implementation of alstria's own property management. Real estate operating expenses, which also include expenses for external property management services, fell accordingly.
alstria was able to generate a net profit from asset sales of EUR 5,485 k. This mainly relates to the Hamburg portfolio transaction, which was concluded in March 2010.
alstria closed the first three quarters of 2010 with a net operating result of EUR 60,205 k, as against a net operating result of EUR 46,795 k in the prior-year period. The significant increase in the net operating result is linked to the gains from property disposals in 2010 and the devaluation that the Group had to recognise in the first three quarters of 2009 (EUR 16,545 k).
| Jan. 1- | Jan. 1- | |
|---|---|---|
| EUR k | Sept. 30, 2010 | Sept. 30, 2009 |
| Pre-tax income (EBT) | -11,543 | 2,424 |
| +/– Net loss/gain from fair value adjustments for investment property |
0 | 16,545 |
| +/– Net loss/gain from fair value adjustments for financial derivatives |
37,718 | 4,736 |
| +/– Profit/loss on disposal of investment property |
-5,485 | -385 |
| +/– Non-cash expenses/income |
863 | 837 |
| Funds from operations (FFO)1 | 21,553 | 24,157 |
1 FFO is not a measure of operating performance or liquidity under generally accepted accounting principles, in particular IFRS, and should not be considered as an alternative to the company's income or cash-flow measures as determined in accordance with IFRS. Furthermore, no standard definition exists for FFO. Thus, the FFO or measures with similar names as presented by other companies may not necessarily be comparable to alstria's FFO.
Funds from operations (FFO) came in at EUR 21,553 k for the reporting period, compared with EUR 24,157 k in the first three quarters of 2009. The reason for the decline is, as expected, a drop in revenues (EUR - 9,916 k) due to asset disposals. These negative effects have been partially mitigated by a decrease in real estate operating expenses and lower financing costs. As a result, FFO per share amounted to EUR 0.35 in the first three quarters of 2010. The FFO per share for the comparable period in 2009 was EUR 0.43, calculated based on the 56,000 k shares existing last year.
Adjusted to reflect the current number of 61,600 k shares, the prior-year FFO per share would have been EUR 0.39.
The FFO for the first nine months of the year still includes revenues from assets in the Hamburg portfolio that were sold in Q1 2010, meaning that the FFO cannot be used to calculate a linear projection for the full year. FFO guidance for the full year remains unchanged at EUR 27 m.
Hedge accounting is applied to all qualifying hedging instruments in order to minimise the impact of interest rate market volatility on the profit and loss account. This allows the loss or gain from a designated derivative to be recognised through the cash flow hedge reserve. (For more details, please refer to the notes to the consolidated financial statements as at December 31, 2009).
| in EUR k | Sept. 30, 2010 | Dec. 31, 2009 | |||||
|---|---|---|---|---|---|---|---|
| Product | Strike | Maturity | Notional Value | Fair Value | Notional Value | Fair Value | Change in Fair Value |
| Cap | 3.3000 | 20.10.2014 | 25,139 | 97 | 25,139 | 383 | -286 |
| Cap | 3.3000 | 20.10.2014 | 8,649 | 33 | 8,649 | 132 | -99 |
| Cap | 4.9000 | 20.12.2012 | 75,000 | 16 | 75,000 | 100 | -84 |
| Swap | 2.1940 | 31.12.2014 | 37,283 | -968 | 0 | 0 | -968 |
| Swap1 | 4.6000 | 20.10.2015 | 95,000 | -4,811 | 95,000 | -1,854 | -2,957 |
| Swap | 4.1160 | 10.07.2013 | 47,902 | -3,918 | 100,000 | -7,331 | 3,413 |
| Swap | 2.9900 | 20.07.2015 | 472,500 | -27,790 | 0 | 0 | -27,790 |
| Swap | 3.1925 | 29.11.2011 | 0 | 0 | 21,880 | -781 | 781 |
| Swap | 4.9000 | 20.12.2012 | 0 | 0 | 34,100 | -3,170 | 3,170 |
| Swap | 3.9090 | 20.01.2012 | 0 | 0 | 148,785 | -7,828 | 7,828 |
| Swap | 3.6165 | 29.11.2011 | 0 | 0 | 625,000 | -27,895 | 27,895 |
| Total | 666,4732 | -37,341 | 1,038,5532 | -48,244 | 10,903 |
1 Not effective before July 10, 2013
2 Notional value excludes the EUR 95,000 k not effective before July 10, 2013
Porttfolio Sustainability Earnings Position Financial and asset position Risk and opportunity report Recent development and outlook
THE FOLLOWING TABLE PROVIDES A BREAKDOWN OF CHANGES IN THE VALUE OF ALSTRIA'S FINANCIAL DERIVATIVES SINCE DECEMBER 31, 2009:
| Financial derivatives | ||||
|---|---|---|---|---|
| in EUR k | Reserve cash flow hedge |
Financial assets | Financial liabilities |
Total |
| Hedging instruments as at December 31, 2009 | -43,200 | 615 | -48,859 | -48,244 |
| Effective change in fair values of cash flow hedges | -4,938 | -70 | -4,868 | -4,938 |
| Ineffective change in fair values of cash flow hedges | 0 | -314 | -2,561 | -2,875 |
| Net loss from fair value changes in financial derivatives not qualifying for cash flow hedging |
0 | -84 | -1,785 | -1,869 |
| Reclassification of cumulated loss from equity to income statement | 32,974 | 0 | 0 | 0 |
| Changes in accrued interests concerning financial derivatives | 0 | 0 | 5,240 | 5,240 |
| Acquisitions | 0 | 0 | -21,530 | -21,530 |
| Disposals | 0 | 0 | 36,875 | 36,875 |
| Hedging instruments as at September 30, 2010 | -15,164 | 147 | -37,488 | -37,341 |
A decrease in the fair value of EUR 4,938 k was recognised in equity in the cash flow hedge reserve in the first three quarters of 2010 (Q1-Q3 2009: decrease of EUR 17,173 k in the cash flow hedge reserve). The impact on changes in fair value of derivatives that is to be reflected in the income statement amounted to EUR −4,744 k. The changes in interest accruals on swaps and caps (EUR 5,240 k) are recognised in the financial result. A loss of EUR 32,974 k relates to the cumulated losses from cash flow hedges for which the forecast hedged transactions are no longer expected to occur due to the redemption of loans before maturity. The amount has to be reclassified from the cash flow hedge reserve to the income statement. The major part of the reclassification loss, corresponding to an amount of EUR 28,281, results from the termination of the swap with a notional value of EUR 625,000 k before maturity and the redemption of the underlying syndicated loan before maturity as a consequence of alstria's refinancing activities.
In total, this results in a loss of EUR 37,718 k (Q1-Q3 2009: EUR -13,725 k), which is recognised under 'net loss from the valuation of financial derivatives at fair value'. It has to be noted that the EUR 32,974 k reclassification amount included in the total fair value loss of financial derivatives of EUR 37,718 k no longer has any impact on the NAV, because it was already considered equity-deductible in the past.
Swaps with a notional value of EUR 881,863 k were terminated in the first three quarters. This reduced financial liabilities from the negative fair value of these swaps by EUR 36,875 k. EUR 21,530 k of this amount was attributed to the new swap with a notional value of EUR 472,500 k, leaving a EUR 15,345 k financial liability reduction for which cash outflow was provided.
A new swap with a notional value of EUR 37,283 k was concluded with a zero fair value at inception of the hedging transaction. The swap, which has a notional value of EUR 472,500 k and hedges the new syndicated loan, started with a negative fair value of EUR 21,530 k, which corresponds to the negative termination value of the old swap with a notional value of EUR 625,000 k. The switch-over was cashneutral since the new swap stepped into the negative fair value of the terminated swap.
THE FOLLOWING TABLE SHOWS THE FINANCIAL RESULT FOR THE PERIOD FROM JANUARY 1 TO SEPTEMBER 30, 2010:
| Jan. 1- | Jan. 1- | ||
|---|---|---|---|
| EUR k | Sept. 30, 2010 | Sept. 30, 2009 | Change |
| Interest Syndicated loan (old) |
-10,478 | -21,674 | -51.7% |
| Interest Syndicated loan (new) |
-3,190 | 0 | n/a |
| Interest loan refinanced | -5,649 | -2,724 | 107.4% |
| Interest result derivatives | -14,857 | -14,992 | -0.9% |
| Other interest expenses | -1 | -1 | 0.0% |
| Financial expenses | -34,175 | -39,391 | -13.2% |
| Financial income | 467 | 582 | -19.8% |
| Other financial expenses | -441 | -825 | -46.5% |
| Net financing costs | -34,149 | -39,635 | -13.8% |
Net financing costs decreased by EUR 5,486 k to EUR 34,149 k in comparison with the first three quarters of 2009. The decrease is partly attributable to a lower average loan level compared with the previous reporting period, which results from the extensive refinancing activities carried out in 2009 and 2010. On the other hand, the termination of derivatives with comparably high swap rates led to a drop in average interest costs. For details on the refinancing of the main syndicated loan, we refer to the section entitled 'financial and asset position' on this page.
The consolidated net loss amounted to EUR -11,543 k (Q1-Q3 2009: profit of EUR 2,314 k). This result, which is clearly in the red, was generated mainly by a net loss from fair value adjustments on financial derivatives in the amount of EUR -37,719 k.
While EUR -4,745 k of this amount relates to fair value losses for the reporting period attributed to financial derivatives that are not effective in a cash-flow-hedge relationship, the remaining EUR -32,974 k results from the reclassification of cumulated losses from cash flow hedges for which the forecast hedged transactions are no longer expected to occur due to redemption of a loan before maturity. The reclassification amount of EUR 32,974 k does not affect the net asset value (NAV), because equity increases, at the moment of reclassification, by the same amount by which the income statement is charged (please see also comments on derivative financial instruments on page 9).
Earnings per share come in at EUR -0.211 for the first nine months of 2010.
Financial management of the alstria-Group is carried out at a centralised corporate level, with individual loans being taken out at property and portfolio level. The main aim of the Group's financial policy is to establish secured, long-term financial structures to support the development of its business and to provide the required degree of flexibility for change at the same time. The corporate management of alstria's debt financing forms the basis for harmonised capital procurement, optimised management of interest and liquidity risks and efficiency improvements for the whole Group.
In January 2010, alstria entered into a new credit facility on a non-recourse basis against alstria office REIT-AG as an additional step towards decreasing the syndicated loan facility that expires at the end of 2011 and was refinanced meanwhile. The credit facility is a 7-year non-recourse loan of EUR 76 m at a fixed interest rate of 4.62%. The refinanced assets are located in Hamburg, Essen and Leipzig.
MARGIN GRID:
alstria successfully refinanced its main credit facility on July 20, 2010. A new syndicate consisting of five banks has provided a new credit facility totalling EUR 630 million. Together with EUR 16 million of alstria's own cash, this refinancing has entirely replaced the previous syndicated loan facility (EUR 646 million), which was due to mature in November 2011. The new loan agreement has a maturity of five years. This significantly increases our debt maturity profile from 2.4 years to 5.1 years. The new loan was arranged by UniCredit Bank AG and underwritten by Berlin-Hannoversche Hypothekenbank AG, Eurohypo Aktiengesellschaft, HSH Nordbank AG and Natixis.
The initial margin on the new loan will be 160 bps and essentially depends on the Loan-To-Value ratio (LTV) based on the following margin grid. The current LTV for the new loan agreement is 57.2%.
| LTV | Spread | ||||
|---|---|---|---|---|---|
| 65% | < | LTV | ≤ | 70% | 200 bp per annum |
| 61% | < | LTV | ≤ | 65% | 175 bp per annum |
| 56% | < | LTV | ≤ | 61% | 160 bp per annum |
| 51% | ≤ | LTV | ≤ | 56% | 150 bp per annum |
| LTV | < | 51% | 135 bp per annum |
During refinancing, alstria restructured its existing hedging instruments according to the new debt maturity profile. Around 25% of the new loan is held without interest rate hedging instruments in order to increase the Group's operational flexibility. Under the new structure, our total financing costs remain stable at around 4.3%. Taking our long-term lease profile into account, the new credit facility significantly improves the visibility of our cash flow for the next five years. With the new syndicated loan in place, alstria will have no further refinancing needs before mid-2014.
In line with its hedging strategy, alstria also entered into a new interest rate swap for a notional amount of EUR 472,500 k and with an interest rate of 2.99% during refinancing. This interest rate swap expires on July 20, 2015 and became effective on July 20, 2010. It replaces the existing interest rate swap with a notional amount of EUR 625,000 k, which was terminated with effect from July 20, 2010.
Financial and asset position Risk and opportunity report Recent development and outlook
| Loan | Maturity | Principal amount outstanding (EUR k) |
LTV-Covenant | LTV | Next test date |
|---|---|---|---|---|---|
| Syndicated loan | 20.07.2015 | 572,809 | 65.0% | 57.2% | 30.09.2010 |
| Non-recourse loan #1 | 19.10.2015 | 47,902 | 80.0% | 74.6% | 30.09.2010 |
| Non-recourse loan #2 | 31.12.2014 | 37,283 | 80.0% | 64.3% | 31.12.2010 |
| Non-recourse loan #3 | 30.06.2014 | 31,785 | 65.0% | 61.5% | 31.12.2010 |
| Non-recourse loan #4 | 20.10.2014 | 33,028 | 61.0% | 59.4% | 31.12.2010 |
| Non-recourse loan #5 | 31.01.2017 | 75,032 | 75.0% | 61.5% | 31.12.2010 |
| Total on September 30, 2010 | 797,839 | 59.0% |
alstria complied with all financial covenants as at September 30, 2010.
Cash flow from operating activities for the first nine months of the year amounted to EUR 16,549 k, down on the first three quarters of 2009 (EUR 21,959 k). This is partly based on lower rental revenues due to the disposal of assets. Additionally, a change in interest payment dates resulted in higher cash outflow for interest payments.
The cash flow from investing activities comprises the cash inflow resulting from the sale of real estate (EUR 134,728 k) and with EUR 13,546 k from repayment of loans granted. A cash outflow of EUR 11,499 k relates to payments for refurbishment measures for re-letting, and subsequent acquisition costs.
The cash flow from financing activities reflects loan repayments of EUR 949,338 k and payments for the termination of financial derivatives amounting to EUR 15,345 k. Cash inflows of EUR 738,629 k relate to loans taken out during refinancing. The capital increase led to a cash inflow of EUR 47,415 k net.
As a result, alstria ended the first nine months of 2010 with a cash position of EUR 84,097 k (September 30, 2010: EUR 58,913 k).
The total value of investment property amounts to EUR 1,359,039 k at the reporting date, as compared with EUR 1,425,440 k at the beginning of the financial year. Two investment properties destined to be sold have been reclassified as 'investments held for sale'. Further changes to investment properties result from capitalised refurbishment costs relating primarily to the development project at Steinstrasse 5-7 in Hamburg. Interests in real estate joint ventures relate to the at-equity consolidation method used for the Hamburg assets in Grosse Bleichen and the Alte Post.
| EUR k | |
|---|---|
| Investment properties at December 31, 2009 | 1,425,440 |
| Additions | 11,499 |
| Disposals | -52,200 |
| Reclassification | -25,700 |
| Investment properties at September 30, 2010 | 1,359,039 |
| Fair value of development properties | 7,788 |
| Fair value of investment properties held for sale | 25,700 |
| Interests in real estate joint ventures | 22,885 |
In September 2010, a capital increase of 10% of the share capital, which increased to EUR 61,600 k, was carried out with effect from September 23, 2010. At a price of EUR 8.75 per share, the gross inflow of funds amounted to EUR 49,000 k. The capital increase was implemented by partially using alstria's authorised capital against contribution in cash as part of an accelerated bookbuilding process. The capital measure has extended alstria's financial room for manoeuvre by increasing its capital base and liquidity. At the same time, the Company intends to use the funds received to finance further growth and to take advantage of the acquisition opportunities which are increasingly present in alstria's target markets. For further details, we refer to section 8.1 of the notes on page 21.
The balance sheet reflects a total equity position of EUR 670,360 k with an equity ratio of 44.3% (December 31, 2009: EUR 634,185 k or 35.9%). Mainly driven by property disposals and the capital increase, the G-REIT equity ratio1 increased by 7.1 percentage points to 47.4% (December 31, 2009: 40.3%).
NNNAV (Triple Net Asset Value according to EPRA1 ) decreased from EUR 11.32 per share at the end of 2009 to EUR 10.88 per share.
Total comprehensive income of EUR 16,493 k, the capital increase of EUR 49,000 k (see page 11) and the 2009 dividend payment (EUR 27,999 k) are primarily responsible for the changes in equity. This leads to a total increase in equity from EUR 634,185 k to EUR 670,360 k2 .
Our latest transactions have allowed us to further reduce non-current loans by 16.9% to EUR 787,117 k. This is based mainly on selective asset disposals, the new joint venture and voluntary capital prepayments.
Current liabilities decreased by 85.3% to EUR 19,688 k, which is mainly due to the repayment of EUR 91,941 k categorised as current loans as at December 31, 2009. Other current liabilities amounting to EUR 6,336 k mainly comprise deferred income, accruals for outstanding invoices, accrued bonuses and received deposits.
The risks and opportunities to which alstria is exposed are described in detail in the 2009 Annual Report. There have been no changes to the status described in that report.
For the two properties categorised as 'assets held for sale' in the consolidated financial statements as at September 30, 2010 the transfer of possession, benefits and burdens took place in the fourth quarter 2010.
alstria confirms anticipated revenues of approx. EUR 89 m and anticipated funds from operations (FFO) of EUR 27 m for 2010.
In order to sustain the dividend level for the existing shareholders after the capital increase, the Company intends, for 2010 only, to increase its payout ratio from 90% to 100% of the FFO.
The management report contains statements relating to anticipated future developments. These statements are based on current assessments and are, by their very nature, exposed to risks and uncertainty. Actual developments may differ from those predicted in these statements.
Please also refer to the Statement of changes in equity prior to the Notes, Page 18
| in EUR k | Notes | July 1 - Sept. 30, 2010 |
July 1 - Sept. 30, 2009 |
Jan. 1 - Sept. 30, 2010 |
Jan. 1 - Sept. 30, 2009 |
|---|---|---|---|---|---|
| Revenues | 22,172 | 25,633 | 67,364 | 77,280 | |
| Income less expenses from passed on operating expenses | -22 | 0 | -1 | 0 | |
| Real estate operating costs | -1,707 | -2,653 | -4,869 | -7,474 | |
| Net Rental Income | 20,443 | 22,980 | 62,494 | 69,806 | |
| Administrative expenses | -1,456 | -1,106 | -4,389 | -4,138 | |
| Personnel expenses | 6.1 | -1,317 | -1,149 | -4,001 | -3,473 |
| Other operating income | 680 | 469 | 1,677 | 852 | |
| Other operating expenses | -4 | -7 | -1,060 | -92 | |
| Net loss from fair value adjustments on investment property | 0 | -1,413 | 0 | -16,545 | |
| Gain/loss on disposal of investment property | 7.1 | -150 | 385 | 5,485 | 385 |
| Net Operating Result | 18,197 | 20,159 | 60,205 | 46,795 | |
| Net financial result | 6.2 | -12,818 | -13,448 | -34,149 | -39,635 |
| Share of the result of joint venture | 25 | 0 | 119 | 0 | |
| Net loss from fair value adjustments on financial derivatives | -28,552 | -2,002 | -37,718 | -4,736 | |
| Pre-Tax Income (EBT) | -23,148 | 4,709 | -11,543 | 2,424 | |
| Income tax expense | 6.3 | 0 | -110 | 0 | -110 |
| Consolidated Profit/Loss for the period | -23,148 | 4,600 | -11,543 | 2,314 | |
| Attributable to: | |||||
| Shareholder | -23,148 | 4,600 | -11,543 | 2,314 | |
| Earnings per share in EUR | |||||
| Basic earnings per share | -0.41 | 0.08 | -0.21 | 0.04 | |
| Diluted earnings per share | -0.41 | 0.08 | -0.21 | 0.04 |
Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flow
| in EUR k | Notes | July 1 - Sept. 30, 2010 |
July 1 - Sept. 30, 2009 |
Jan. 1 - Sept. 30, 2010 |
Jan. 1 - Sept. 30, 2009 |
|---|---|---|---|---|---|
| Consolidated loss/profit for the period | -23,148 | 4,600 | -11,543 | 2,314 | |
| Fair value gain on available-for-sale financial assets | 0 | 0 | 0 | 123 | |
| Cash flow hedges | 8.1 | -5,578 | -1,019 | -4,938 | -17,173 |
| Reclassification from Cashflow Hedging Reserve | 8.1 | 28,645 | 0 | 32,974 | 0 |
| Other comprehensive result for the period: | 23,067 | -1,019 | 28,036 | -17,050 | |
| Total comprehensive result for the period: | -81 | 3,581 | 16,493 | -14,736 | |
| Total comprehensive profit/loss attributable to: | |||||
| Owners of the company | -81 | 3,581 | 16,493 | -14,736 | |
| ASSETS | |||
|---|---|---|---|
| in EUR k | Notes | September 30, 2010 | December 31, 2009 |
| Non-Current Assets | |||
| Investment property | 7.1 | 1,359,039 | 1,425,440 |
| Equity-accounted investments | 4 | 22,885 | 9,046 |
| Property, plant and equipment | 8,167 | 5,897 | |
| Intangible assets | 300 | 311 | |
| Financial assets | 351 | 351 | |
| Derivatives | 131 | 0 | |
| Total Non-Current Assets | 1,390,872 | 1,441,045 | |
| Current Assets | |||
| Assets held for sale | 25,700 | 136,621 | |
| thereof Investment property held for sale | 25,700 | 135,825 | |
| thereof other assets held for sale | 0 | 796 | |
| Trade receivables | 5,676 | 5,694 | |
| Accounts receivable from joint ventures | 1,947 | 1,855 | |
| Derivatives | 16 | 615 | |
| Tax receivables | 0 | 3 | |
| Other receivables | 4,993 | 33,483 | |
| Cash and cash equivalents | 7.2 | 84,097 | 146,818 |
| thereof restricted | 79 | 61,848 | |
| Total Current Assets | 122,429 | 325,089 | |
| Total Assets | 1,513,301 | 1,766,134 | |
Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flow
| in EUR k | Notes | September 30, 2010 | December 31, 2009 |
|---|---|---|---|
| Equity | 8.1 | ||
| Share capital | 61,600 | 56,000 | |
| Capital surplus | 699,980 | 685,897 | |
| Hedging reserve | -15,164 | -43,200 | |
| Treasury shares | -26 | -26 | |
| Retained earnings | -76,030 | -64,486 | |
| Total Equity | 670,360 | 634,185 | |
| Non-Current Liabilities | |||
| Long-term loans, net of current portion | 8.2 | 787,117 | 947,257 |
| Derivatives | 33,570 | 48,859 | |
| Other provisions | 1,706 | 1,550 | |
| Other liabilities | 860 | 344 | |
| Total Non-Current Liabilities | 823,253 | 998,010 | |
| Current Liabilities | |||
| Liabilities associated with the sale of non-current assets held for sale | 0 | 28,176 | |
| Short-term loans | 8.2 | 4,103 | 91,941 |
| Trade payables | 4,990 | 3,692 | |
| Profit participation rights | 340 | 231 | |
| Derivatives | 3,918 | 0 | |
| Other current liabilities | 6,336 | 9,899 | |
| Total Current Liabilities | 19,688 | 133,939 | |
| Total Liabilities | 842,941 | 1,131,949 | |
| Total Equity and Liabilities | 1,513,301 | 1,766,134 | |
| EUR k | Notes | Share capital | Capital surplus |
Hedging reserve |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|
| As of January 1, 2010 | 56.000 | 685.897 | -43.200 | -26 | -64.486 | 634.185 | |
| Changes in Q1-Q3 2010 | |||||||
| Total comprehensive income | 0 | 0 | 28,036 | 0 | -11,543 | 16,493 | |
| Payments of dividends | 9 | 0 | -27,999 | 0 | 0 | 0 | -27,999 |
| Share-based remuneration | 0 | 267 | 0 | 0 | 0 | 267 | |
| Contribution to share capital | 8.1 | 5,600 | 0 | 0 | 0 | 0 | 5,600 |
| Contribution to capital surplus | 0 | 43,400 | 0 | 0 | 0 | 43,400 | |
| Transaction costs of issue of shares | 0 | -1,585 | 0 | 0 | 0 | -1,585 | |
| As of September 30, 2010 | 61,600 | 699,980 | -15,164 | -26 | -76,029 | 670,360 |
| in EUR k | Notes | Share capital | Capital surplus |
Hedging reserve |
Treasury shares |
Retained earnings |
Total Equity |
|---|---|---|---|---|---|---|---|
| As of January 1, 2009 | 56,000 | 726,885 | -49,579 | -14,983 | 11,344 | 729,667 | |
| Changes in Q1-Q3 2009 | |||||||
| Total comprehensive income | 0 | 123 | -17,173 | 0 | 2,314 | -14,736 | |
| Payment of Dividends | 9 | 0 | 0 | 0 | 0 | -28,423 | -28,423 |
| Reclassification of retained earnings | 0 | -28,423 | 0 | 0 | 28,423 | 0 | |
| Result of disposal of treasury shares | 0 | -13,076 | 0 | 14,957 | 3,821 | 5,702 | |
| Intrinsic value of exchange option for treasury shares |
0 | 1,744 | 0 | 0 | -1,744 | 0 | |
| Exchange of cash dividend claims for shares in the company |
0 | 0 | 0 | 0 | 5,565 | 5,565 | |
| Disposal of treasury shares | 0 | -14,820 | 0 | 14,957 | 0 | 137 | |
| Share-based remuneration | 0 | 305 | 0 | 0 | 0 | 305 | |
| As of September 30, 2009 | 8.1 | 56,000 | 685,814 | -66,752 | -26 | 17,479 | 692,515 |
| Jan. 1 - September | Jan. 1 - September | ||
|---|---|---|---|
| in EUR k | Notes | 30, 2010 | 30, 2009 |
| 1. Operating activities | |||
| Consolidated profit/loss for the period | -11,544 | 2,314 | |
| Unrealized valuation movements | 37,600 | 21,281 | |
| Interest income | 6.2 | -467 | -582 |
| Interest expense | 6.2 | 34,615 | 40,216 |
| Result from income taxes | 6.3 | 0 | 110 |
| Other non-cash expenses (+) | 7.1 | -35 | 476 |
| Gain (-) on disposal of fixed assets | -5,485 | 0 | |
| Depreciation and impairment of fixed assets (+) | 335 | 362 | |
| Decrease (+)/Increase (-) in trade receivables and other assets that are not attributed to inves ting or financing activities |
1,878 | -2,621 | |
| Decrease (-)/increase (+) in trade payables and other liabilities that are not attributed to investing or financing activities |
-2,786 | -2,433 | |
| Cash generated from current activities | 54,111 | 59,124 | |
| Interest received | 467 | 582 | |
| Interest paid | -38,029 | -37,636 | |
| Income tax paid | 0 | -110 | |
| Cash flows from operating activities | 16,549 | 21,959 | |
| 2. Investing activities | |||
| Acquisition of investment properties | 7.1 | -11,499 | -16,821 |
| Proceeds from sale of investment properties | 134,728 | 41,162 | |
| Acquisition of other property, plant and equipment | -2,593 | -683 | |
| Proceeds from sale of financial assets | 0 | 25,033 | |
| Proceeds from the repayment of loans granted | 13,546 | 0 | |
| Proceeds from the disposal of group companies | 1 | 0 | |
| Cash flows used in investing activities | 134,183 | 48,691 | |
| 3. Financing activities | |||
| Cash received from equity contributions | 49,000 | 0 | |
| Payment of transaction costs of issue of shares | -1,585 | 0 | |
| Proceeds from the disposal of own shares | 0 | 137 | |
| Proceeds from the issue of bonds and borrowings | 738,629 | 70,283 | |
| Payments of dividends | 9 | -27,999 | -22,858 |
| Payments for the termination of financial derivatives | -15,345 | -2,000 | |
| Payments of the redemption of bonds and borrowings | -949,338 | -84,863 | |
| Payments of transaction costs | -6,260 | -3,862 | |
| Cash flows used in financing activities | -212,898 | -43,163 | |
| 4. Cash and cash equivalents at the end of the period | |||
| Change in cash and cash equivalents (subtotal of 1 to 3) | -62,166 | 27,487 | |
| Effect of changes in consolidated group on cash and cash equivalents | -555 | 0 | |
| Cash and cash equivalents at the beginning of the period | 146,818 | 31,426 | |
| Cash and cash equivalents at the end of the period | |||
| (thereof restricted: EUR 79 k; previous year: EUR 16,427) | 7.2 | 84,097 | 58,913 |
alstria office REIT-AG, Hamburg, (hereinafter referred to as the 'Company' or 'alstria office REIT-AG' and together with its subsidiaries as the "Group"), is a German stock corporation registered in Hamburg. The Group's principal activities are described in detail in section 1 of the Notes to the consolidated financial statements for the financial year ended December 31, 2009.
The condensed interim consolidated financial statements for the period from January 1, 2010 to September 30, 2010 (hereinafter referred to as the 'consolidated financial statements') were authorised for issue by resolution of the Company's management board on November 8, 2010.
These consolidated interim financial statements were prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not contain all of the disclosures and the explanations required in annual financial statements and should therefore be read in conjunction with the consolidated financial statements as at December 31, 2009.
These condensed interim consolidated financial statements have not been audited.
The accounting policies applied are consistent with those of the Group's annual financial statements for the year ended December 31, 2009, as described in those annual financial statements.
The following new standards and amendments to standards are mandatory for the first time for the financial reporting period beginning 1 January 2010:
• Revised IFRS 1 'First-time adoption of international financial reporting standards (rev. 2008)'
• Amendment to IFRS 1 'Additional exemptions for first-time adopters (amendment 2009)'
• Amendment to IFRS 2 'Group cash-settled and share-based payment transactions (amendment 2009)'
• Revised IFRS 3 'Business combinations (rev. 2008)' and IAS 27 'Consolidated and separate financial statements (rev. 2008)'
• Amendment to IAS 39 'Financial instruments: recognition and measurement: eligible hedged items (amendment 2008)'
The initial application of the newly applied IFRSs had no material effect on the presentation of the interim financial statements.
Due to a joint venture agreement, a former subsidiary is treated as a joint venture as at reporting date. alstria office REIT-AG holds a share of 49% in the joint venture company accounted for in the consolidated financial statements using the equity method. Accordingly, the subsidiary was deconsolidated and is no longer included in the consolidated group. The result from deconsolidation amounted to EUR -181 k. The subsidiary made repayments in an amount of EUR 13,456 k of loans granted during the reporting period. The repayment is shown in the consolidated statement of cash flow under investing activities. In the interim reports for the first and second quarter 2010 it was shown under cash flow used in financing activities.
Two former Group companies were wound up during the reporting period. The companies served as general partners and had insignificant total assets and results.
There have been no further changes to the consolidated group since the consolidated financial statements as at December 31, 2009.
Preparing the consolidated financial statements in accordance with IFRS requires assumptions and estimates to be made for various items that have an effect on the amount and disclosure of the assets and liabilities and on income and expenses. Actual amounts may differ from these estimates.
The personnel expenses shown in the profit and loss account totalling EUR 4,001 k (January 1 to September 30, 2009: EUR 3,473 k) include accrued bonuses in the amount of EUR 782 k (January 1 to September 30, 2009: EUR 741 k). Furthermore, personnel expenses of EUR 157 k (January 1 to September 30, 2009: EUR 91 k) relating to share-based compensation granted to the management are included (see note 11), as are expenses for share-based compensation resulting from the convertible profit participation rights granted to employees in an amount of EUR 370 k (January 1 to September 30, 2009: EUR 261 k).
THE FOLLOWING TABLE SHOWS THE BREAKDOWN OF THE FINANCIAL RESULT.
| Net financing costs | -34,149 | -39,635 |
|---|---|---|
| Other financial expenses | -441 | -825 |
| Financial income | 467 | 582 |
| Financial expenses | -34,175 | -39,391 |
| Other interest expenses | -1 | -1 |
| Interest result derivatives | -14,857 | -14,992 |
| Interest loan refinanced | -5,649 | -2,724 |
| Interest Syndicated loan (new) | -3,190 | 0 |
| Interest Syndicated loan (old) | -10,478 | -21,674 |
| EUR k | Jan 01, - Sept 30, 2010 (unaudited) |
Jan 01 - Sept 30, 2009 (unaudited) |
In line with our hedging strategy, we entered into a new interest rate swap with a notional amount of EUR 472,500 k and a swap rate of 2.99%, expiring on July 20, 2015. This transaction became effective as at July 20, 2010.
The aforementioned swap replaced the existing interest swap with a notional value of EUR 625,000 k, which was terminated with effect from July 20, 2010.
As a consequence of the conversion into a G-REIT, alstria office REIT-AG is exempt from German corporation tax (KSt) and German trade tax (GewSt).
For a detailed description of the tax implications, please refer to section 9.10 of the consolidated financial statements as at December 31, 2009.
alstria office REIT-AG uses the fair value model pursuant to IAS 40.33 et seq. for revaluation. External appraisals were obtained for the determination of value as at December 31, 2009. A management review of fair values as at the date of the consolidated financial statements for September 30, 2010 resulted in a fair value increase for investment properties totalling EUR 11,499 k. This amount relates to capitalised expenditure invested in the first three quarters of 2010 for refurbishment and project development. For a detailed description of the asset value determination process, please refer to section 7 of the consolidated financial statements as at December 31, 2009.
In July 2010, alstria concluded binding and notarised sale agreements for the sale of four properties in Hamburg. The transfer of possession, benefits and burden of two of the properties took place in the third quarter of 2010. The remaining two properties have been categorised as 'assets held for sale' pursuant to IFRS 5 in the consolidated financial statements as at September 30, 2010. The transfer of possession, benefits and burden for the two properties took place in the fourth quarter 2010.
As at September 30, 2010, EUR 79 k of cash and cash equivalents (EUR 84,097 k) is subject to restrictions. The amount corresponds to accrued interest obligations and amounts on other bank accounts for which the company does not have free disposition.
Please refer to the consolidated statement of changes in equity for details.
By partially using its authorised capital, the share capital was
increased against contribution in cash in the amount of EUR 5,599,999 as part of an accelerated bookbuilding process. The share capital increased from EUR 56,000,000 to EUR 61,599,999. This capital increase was registered in the commercial register on September 23, 2010. The nominal amount was paid in on September 24, 2010.
In the balance sheet of the consolidated interim financial statements as at September 30, 2010, the share capital of alstria office REIT-AG amounted to EUR 61,600 k. Captiva 2 Alstria Holding S.à r.l., Luxembourg, directly and indirectly holds a majority of the shares in the Company. The remaining shares are free float.
The new shares generated from the capital increase were placed at a price of EUR 8.75 per share. The issue proceeds by which the nominal share capital was exceeded amounted to EUR 43,400 k and were booked to the capital surplus. The placement of the shares resulted in an increase in the capital surplus of EUR 41,815 k, thereof contributions amounting to EUR 43,400 k and expenses to EUR 1,585 k.
On September 30, 2010, the Company held 2,374 non-par value bearer shares, each with a value of EUR 1.
By resolution of the Annual General Meeting held on June 16, 2010, the Company's authorisation to acquire treasury shares was renewed. According to the resolution, alstria office REIT-AG is authorised to acquire up to 10% of the capital stock until June 15, 2015. There is no intention to make use of this authorisation at present.
| EUR k | September 30, 2010 (unaudited) |
Dec. 31, 2009 (audited) |
|---|---|---|
| As at January 1 | -43,200 | -49,579 |
| Net changes in cash flow hedges | 28,036 | 6,379 |
| As at September 30 / December 31 | -15,164 | -43,200 |
This reserve includes the portion of the gain or loss on hedging instruments in cash flow hedge that is determined to be an effective hedge. The net changes relate with an amount of EUR -4,938 k to the devaluation of derivative financial instruments. In an amount of EUR 32,974 k reclassifications of cumulated losses from cash flow hedges for which the forecast hedged transactions are no longer expected to occur due to the redemption of loans before maturity are deducted.
As at September 30, 2010, the loans used by alstria office REIT-AG are repayable in the amount of EUR 798,390 k (December 31, 2009: EUR 1,041,387 k). The lower carrying amount of EUR 791,220 k (EUR 787,117 k non-current and EUR 4,103 k current) takes into account interest liabilities and transaction costs to be allocated under the effective interest method upon the raising of liabilities. Financial liabilities with a maturity of up to one year are recognised as current loans.
For a detailed description of the loans, loan terms and loan securities, please refer to section 11.2 of the consolidated financial statements as at December 31, 2009 and to the half-year financial report 2010.
On July 20, 2010, the Company refinanced its main credit facility (EUR 646 million) using EUR 630 million from a new loan agreement and EUR 16 million from available cash. The new loan agreement has a maturity of five years.
| EUR k | 2010 (unaudited) |
2009 |
|---|---|---|
| Dividends on ordinary shares1 in EUR k (not recognised as a liability as at September 30): |
27,999 | 28,423 |
| Dividend per share for 2009 in EUR | 0.50 | 0.52 |
1 Refers to all shares except treasury shares at the end of the reporting period
The Annual General Meeting of alstria office REIT-AG held on June 16, 2010 resolved to distribute dividends totalling EUR 27,999 k (EUR 0.50 per outstanding share). The dividend was distributed on June 17, 2010.
In the period from January 1, 2010 to September 30, 2010, an average of 36 people (January 1, 2009 to September 30, 2009: average 31 people) were employed by the Company. The average number of employees was calculated based on the total of employees at the end of each month. On September 30, 2010, 38 people (December 31, 2009: 32 people) were employed at alstria office REIT-AG, excluding the Management Board.
On March 2, 2010, the Company's Supervisory Board resolved to establish a new share-based remuneration system, the Long Term Incentive Plan (LTIP), for members of the Management Board and granted the first tranche of virtual shares to the Management Board.
Under the LTIP, alstria office REIT-AG grants virtual shares which give an entitlement to conversion into cash payments after four years.
The amount of the conversion payment is based on the number of virtual shares, multiplied by the average stock market price of alstria's shares on the Frankfurt Stock Exchange during the last 60 trading days prior to the relevant maturity date, plus an amount equal to the sum of the dividend per share paid by the company to its shareholders between the grant date and the maturity date, but in no event higher than 250% of the average stock market price of alstria's shares on the Frankfurt Stock Exchange in the last 60 trading days prior to the relevant grant date, multiplied by a specified discretionary factor.
The discretionary factor shall be a multiplier that can vary between 0.8 and 1.2, and is subject to the individual performance of each participant during the respective holding period.
The determination of virtual shares that vest will depend, on a 50/50 basis, on the achievement of the alstria share price (absolute total shareholder return) and on the relative performance of alstria's share in relation to the EPRA REIT Index Continental Europe (relative total shareholder return).
Since payment per vested virtual share depends on the quoted 60 trading days average price of alstria's shares, the quoted average price of the last 60 trading days prior to the end of the reporting period essentially represents the fair value of each virtual share.
At the end of the reporting period, there were 99,009 virtual shares that were granted on March 2, 2010.
In the first three quarters of 2010, this generated remuneration expenses amounting to EUR 157 k, which equals the provision set aside for virtual shares. The Group recognizes the liabilities arising from the vested virtual shares under other provisions.
Under the convertible profit participation rights scheme established by the Supervisory Board of alstria office REIT-AG on September 5, 2007, 61,500 convertible profit participation certificates ("certificates") had been issued to the employees of alstria office REIT-AG with a granting date of June 17, 2010. The nominal amount of each certificate is EUR 1.00 and is payable on issuance. The fair value of the inherent options for conversion is estimated using a binary barrier option model based on the Black-Scholes pricing model. The model takes into account the terms and conditions upon which the instruments were granted. For a detailed description of the convertible profit participation rights program, please refer to section 18 of the consolidated financial statements as at December 31, 2009.
The following table shows the inputs to the model used to determine the fair value of the options for conversion granted on June 17, 2010:
| September 30, 2010 (unaudited) |
|
|---|---|
| Dividend yield (%) | 6.06 |
| Risk-free interest rate (%) | 0.47 |
| Expected volatility (%) | 58.00 |
| Expected life option (years) | 2.00 |
| Exercise share price (EUR) | 2.00 |
| Employee fluctuation rate (%) | 10.00 |
| Stock price as at valuation date (EUR) | 8.25 |
The fair value of one option for conversion at the granting date was EUR 6.19.
3,100 certificates were terminated in the first three quarters of 2010. At the end of the reporting period, 217,000 certificates had been issued.
Except for the granting of virtual shares to the members of the Company's Management Board as detailed in note 11, no significant legal transactions were executed with related parties during the reporting period.
Due to a joint venture agreement concluded in the first half of 2010, a former Group subsidiary is treated as a joint venture as at reporting date for the interim financial statements. It has been treated as a related party since the deconsolidation.
The financial commitments arising out of a general contractor agreement entered into by alstria in 2009 and disclosed in Note 12.2 of the annual financial statements for 2009 have now been settled.
Beyond the asset disposal (see 7.1) no events that must be reported pursuant to IAS 10 (Events after the Reporting Period) occurred after September 30, 2010.
As at September 30, 2010, the members of the Company's management board are:
Mr. Olivier Elamine (CEO)
Mr. Alexander Dexne (CFO)
Pursuant to section 9 of the Company's Articles of Association, the Supervisory Board consists of six members, all of whom are elected by the Annual General Meeting of shareholders. The term of office for all members expires at the close of the Annual General Meeting of shareholders in 2011.
As at September 30, 2010, the members of the Supervisory Board are:
Mr. Alexander Stuhlmann (Chairman)
Mr. John van Oost (Vice-Chairman)
Dr. Johannes Conradi
Mr. Roger Lee
Mr. Richard Mully
Mr. Daniel Quai
Hamburg, Germany, November 8, 2010
Olivier Elamine CEO
Alexander Dexne CFO
We confirm that, to the best of our knowledge, the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group and the group management report gives a true and fair view of business performance including the results of operations and the situation of the Group, and describes the main opportunities and risks and anticipated development of the Group in accordance with the applicable financial reporting framework.
Hamburg, Germany, November 8, 2010
Olivier Elamine CEO
Alexander Dexne CFO
| Date | Event |
|---|---|
| Nov. 10, 2010 | Publication Q3 report |
| Interim report | |
| Hamburg | |
| Nov. 18, 2010 | Roadshow |
| WestLB | |
| Frankfurt | |
| Nov. 18, 2010 | Roadshow |
| Société Générale | |
| Paris | |
| Nov. 26, 2010 | Roadshow |
| Credit Suisse | |
| Switzerland | |
| Dec. 01-03, 2010 | Analysts' Conference |
| European Conference (Berenberg Bank) | |
| Bagshot, Surrey | |
| Dec. 1, 2010 | Roadshow |
| Rabo Bank | |
| Amsterdam | |
| Mar. 04, 2011 | Annual Press Conference |
| Financial Results 2010 | |
| Frankfurt/Main | |
| Mar. 08-11, 2011 | Trade Fair |
| mipim | |
| Cannes | |
| Mar. 30, 2011 | Publication Annual Report |
| Annual Report 2010 | |
| Hamburg | |
Bäckerbreitergang 75 20355 Hamburg, Germany Phone: +49 (0) 40 226341-300 Fax: +49 (0) 40 226341-310 www.alstria.com
Ralf Dibbern Phone: +49 (0) 40 226341-329 Fax: +49 (0) 40 226341-310 E-mail: [email protected] http://investor-relations.alstria.com alstria office REIT-AG is a member of DIRK (Deutscher Investor Relations Verband, the German Investor Relations Association).
Other reports issued by alstria office REIT-AG are posted on the Company's homepage.
This Interim Report contains forward-looking statements. These statements represent assessments which we have made on the basis of the information available to us at the time. Should the assumptions on which the statements are based not occur, or if risks should arise – as mentioned in the risk report – the actual results could differ materially from the results currently expected.
This report is published in German (original version) and English (non-binding translation).
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