Annual Report • Mar 24, 2010
Annual Report
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ANNUAL REPORT 2009
| Business model | Direct and indirect investments in commercial real estate. First REIT in Germany to acquire interests in closed-end real estate funds against the issue of shares or payment of a purchase price (so-called UPREIT). |
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|---|---|---|---|---|
| Sectors | Offices, Retail, Logistics / Light industrial | |||
| Region | Germany, focusing on regional locations | |||
| Portfolio | Direct investments and participations in closed-end real estate funds |
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| Properties | 32 properties (directly held)) | |||
| 48 properties (held indirectly via 13 closed-end real estate funds) | ||||
| Market value | € 236.1 million *) | |||
| Potential rent | € 21.0 million **) |
*) Fair Value's share based on market valuations as of December 31, 2009
**) Fair Value's share as of December 31, 2009
| January 1 to December 31 | |||
|---|---|---|---|
| T€ | 2009 | 2008 | |
| Revenues and earnings | |||
| Rental revenues | 10,460 | 12,392 | |
| EBIT | (727) | (1,754) | |
| Consolidated net profit | (2,906) | (13,301) | |
| Earnings per share (€) | (0.31) | (1.41) | |
| Funds from operations (FFO) | 2,947 | 3,501 | |
| FFO per share (€) | 0.31 | 0.37 |
| December 31 | ||
|---|---|---|
| 2009 | 2008 | |
| Assets and capital | ||
| Non-current assets | 185,393 | 181,526 |
| Current assets | 18,416 | 16,717 |
| Total assets | 203,809 | 198,243 |
| Equity / Net asset value | 72,720 | 76,787 |
| Equity ratio (in%) | 35.7 | 38.7 |
| Number of outstanding shares | 9,347,790 | 9,406,882 |
| Net asset value / share (€) | 7.78 | 8.16 |
| EPRA NAV / share (€) | 8.72 | 8.99 |
| Number of employees (including Management Board) | 3 | 5 |
| To our shareholders |
5 |
|---|---|
| Letter to shareholders | 6 |
| Report of the supervisory board | 8 |
| Corporate governance report | 10 |
| Fair Value's share | 14 |
| Portrait of Fair Value REIT-AG | 18 |
| Group management report | 27 |
| Business report | 28 |
| I. Presentation of business activities and general conditions |
28 |
| i. Overview of business activity and corporate structure |
28 |
| ii. Economic environment |
29 |
| iii. Corporate goals and strategy | 30 |
| II. Information about the real estate portfolio | 32 |
| III. Overall assessment of the Group's economic situation and analysis of income, assets and the financial status |
34 |
| i. Overall statement on the economic situation of the Group |
34 |
| ii. Income position |
36 |
| iii. Financial position | 37 |
| iv. Net asset position | 37 |
| IV. Remuneration report | 39 |
| V. Other information pursuant to § 315 para. 4 HGB and corporate governance | |
| statement pursuant to § 289a HGB | 39 |
| VI. Compliance with the requirements of the German REIT legislation | 40 |
| Supplementary report | 41 |
| Risk report | 41 |
| Opportunities and forecast | 46 |
| Co nsolidated financial statements |
51 |
| Consolidated balance sheet | 52 |
| Consolidated income statement | 54 |
| Consolidated statement of comprehensive income | 55 |
| Consolidated cash flow statement | 56 |
| Statement of changes in consolidated equity | 58 |
| Notes | 59 |
| Auditor's opinion | 104 |
| Declaration by legal representative | 105 |
| Liabilities and Po rtfo lio in detail |
107 |
| Financial liabilities in detail | 109 |
| Method of real estate valuation | 110 |
| Individual property information and Fair Value REIT-AG's share according to proportionate interest |
112 |
| Glossary | 116 |
| Imprint | 118 |
To our shareholders
Dear shareholders, ladies and gentlemen,
last year was full of challenges for the economy, politics and the general public. In the second half of the year, the economy began to recover from an unprecedented nosedive. Consequently, the fall in German industrial output slowed down to finish up at an overall figure of approximately 5%. However, this heavy economic burden has so far had relatively little effect on consumer behaviour in Germany, and companies have also managed to keep employment levels relatively stable.
This relative stability also benefited the Fair Value Group and we are happy to report that the occupancy rate in our portfolio increased again and was at 95.5% at the end of the year. The dramatic drop in interest rates also led to significantly lower net interest expenses than in the previous year, and amortisation payments have also contributed to this fall in interest expenses. Notable savings were also made with regard to the general administrative expenses and the property related costs were lower than we had forecasted. As a result, the adjusted consolidated net income pursuant to EPRA was € 6 million or 65 ct per share, which was considerably better than we had expected at the beginning of 2009.
However, the market valuations of properties and interest derivatives had a negative effect on the overall result at the end of the year. A positive aspect of the market valuations on December 31, 2009, was that some of the properties were again already increasing in value, even though the proportionate valuation result for our real estate portfolio was on balance -3.4%. This was a considerably smaller fall than was the case in the previous year however (-6.4%). The market valuations of the interest derivatives also again placed a burden on the consolidated result and the consolidated equity position, although the negative effect was less than in the previous year. We consider the significantly smaller falls in the market valuations compared to the previous year to be a sign that a market bottom has been reached.
Due to the market valuations, the Group recorded a consolidated net loss in 2009 of € 2.9 million in 2009 (pursuant to IFRS), compared to € 13.3 million in the previous year. The consolidated equity was € 72.7 million on December 31, 2009, 4.7% below the previous year's figure.
To our shareholders Group management report Consolidated financial
The currently negative market values for the derivative financial instruments included in this position adds up to a proportionate amount for Fair Value of € 8.8 million. This amount will dissipate as the interest rate hedging transactions gradually expire, thus giving rise to an increase in the consolidated equity. The real estate related net assets of the Fair Value Group, pursuant to EPRA, amounted to € 81.5 million (€8.72 per share) on December 31, 2009, after adding up the derivative financial instruments.
The market valuation of the properties also had an impact on the non-consolidated financial statement of Fair Value REIT-AG on December 31, 2009, pursuant to the German Commercial Code (HGB). The extraordinary partial depreciation of directly owned properties and two participations resulted in a net loss of € 2.8 million, which was balanced by appropriations from retained earnings and from the capital reserve. There is thus no profit pursuant to HGB. As such a profit forms the basis for the distribution of dividends, there will be, as forecasted, no dividend payment made in 2010 for the past fiscal year.
From 2010 onwards, the cost cutting measures initiated last year for the general administrative expenses at the holding level will produce their full effect. Due to planned repair and letting costs, we are forecasting a somewhat lower EPRA result (45 ct per share) for the 2010 fiscal year than for the reported year, although the FFO (Funds from Operations) will remain relatively stable at 29 ct per share. It is expected that the EPRA result will increase in 2011 to 59 ct per share and the FFO to 32 ct per share.
Due to further savings in the cost structure of the participations as well as revenue inflows resulting from further portfolio adjustments, we are aiming to generate annual surpluses according to HGB that allow future payment of a dividend of 10 ct per share. The increasingly active investment market of the last few months should support this goal, as will the most recent rental successes in the portfolio, which provide evidence of the quality of our portfolio. The remaining vacancies in the Group on December 31, 2009, have now been halved and 75% of the upcoming lease renewals requiring action by 2012 have already been concluded early on.
We aim to use the solid basis provided by further stabilization in the capital markets to increase the size of the Fair Value Group by means of capital increases in kind and, subordinated, cash capital increases. We do not see an increase in size as being a goal in itself, but wish to use the size of the Group in order to further reduce operational costs per share and thereby sustainably increase the future dividend potential.
In this sense, transparent financial reporting has been an important issue since our stock market debut in autumn 2007. We are therefore very pleased about the outcome of a study published in December 2009 about the transparency of the financial reporting of fourty so called Immobilien-AGs (real estate companies) listed on the stock market, which placed the financial reporting of Fair Value REIT-AG in top position for the 2008 fiscal year with regard to meeting the information needs of investors and analysts.
The results of this study provide us with a great incentive to further improve our provision of information to you and we hope that we have made a further step in this direction with the 2009 Annual Report.
We thank you for the confidence and trust you place in us and would be very happy to see you at this year's Annual General Meeting, which will be held in Munich on May 17, 2010.
Munich, March 24, 2010 Management Board
Frank Schaich
Dear shareholders,
Due to the high occupancy rates in our properties and the solvent tenant structure in the Fair Value portfolio, the global financial crisis and current difficult economic situation in Germany have had no disadvantageous effects on the operating results of the Fair Value Group. In fact, the occupancy rate increased slightly in comparison to the previous year. However, the increased yield requirements of market participants led to another valuation loss, which had a burdening effect on the consolidated result.
The reported net consolidated loss is thus a result of the adjusted market valuation of the real estate portfolio. A positive sign is that the percentage change in terms of loss of value among the properties was almost halved compared to the previous year, which gives rise to the expectation that on balance positive figures in the valuation result are again foreseeable.
The market valuation of the financial instruments used for interest rate hedging also impacted negatively again on the result for the fiscal year and had a noticeable effect on equity capital. However, the now significant amount represents a degree of certain relief for the coming years.
In this respect, the EPRA-NAV provides an accurate picture of the property-related net asset value of the Fair Value Group. Although the Fair Value REIT-AG share price has improved considerably in recent months, it is still well below this NAV value.
Apart from the uncertainty of capital market players regarding the effects of the ongoing recession on the German real estate market, possible reasons for the relatively low share price are the low liquidity of Fair Value shares and the company's dividend payment capabilities, which is currently being established.
With this background situation, the main focus of Fair Value REIT-AG's Management and Supervisory Boards was and continues to be the establishment of a sustainable ability to pay dividends. Accordingly, cost cutting measures were introduced in the holding company in 2009 and these should take full effect from 2010 onwards. Further measures are planned in the subsidiaries and associated companies in order to support the continued development of the business.
The Supervisory Board's key responsibilities were to monitor and support the commercial and economic development of the company as well as its strategic orientation, with particular regard to the global financial and economic crisis.
The Supervisory Board was involved in all decisions that were of fundamental importance to the company. In compliance with § 90 para. 2 of the German Stock Corporation Act (AktG), the Management Board informed the Supervisory Board comprehensively and in a timely fashion about the general business development as well as the overall position of the company and the Group. All business issues and transactions requiring the consent of the Supervisory Board pursuant to statutory regulations or provisions of the articles of association were addressed in meetings of the Supervisory Board.
Six meetings of the Supervisory Board were held in the 2009 fiscal year, three of which were conference calls. The Supervisory Board discussed in detail and approved the company's budget and planning as well as the plans for the Group. Discussions were regularly held in the Supervisory Board meetings regarding the revenue and income developments in the Group as well as the financial status and assets position, with particular consideration being given to the risk situation. Interim reports were also discussed.
Adherence to the principles of corporate governance is of great importance to the Supervisory Board and the Management Board. The Corporate Governance Report has therefore been allocated its own chapter in the Annual Report.
The recommendations of the German Corporate Governance Code issued by the government commission were updated in June 2009 and these were discussed in detail with the Management Board. In this context, the efficiency of the work of the Supervisory Board was also reviewed and determined. The current declaration of compliance pursuant to § 161 of the AktG was submitted together with that of the Management Board on March 15, 2010 and has been published on the company's website.
To our shareholders Group management report Consolidated financial
The company management's declaration pursuant to § 289a of the German Commercial Code (HGB) was submitted by the Management Board on March 15, 2010 and has been published on the company's website.
The Consolidated Financial Statement prepared by the Management Board in accordance with the International Financial Reporting Standards (IFRS) and the Company Annual Accounts of Fair Value REIT-AG prepared by the Management Board in accordance with the HGB have both been audited by BDO Deutsche Warentreuhand Aktiengesellschaft, Düsseldorf Branch, which was appointed by the Annual General Meeting on May 29, 2009. The auditor has issued an unqualified certificate for the Company Annual Accounts as well as for the Consolidated Financial Statement, including the respective management reports.
The Supervisory Board was provided with the accounts and statements for the 2009 fiscal year, including the respective management reports and the auditor's report in a timely manner to review these documents before covering this topic during its meeting on March 18, 2010. The auditors providing the certificate for the Annual Accounts reported about the results of the audit and were available for possible questions from the Supervisory Board.
There were no reasons for objections and the Supervisory Board therefore adopted the Annual Accounts 2009 and approved the Consolidated Financial Statement 2009 on March 18, 2010.
The auditors confirmed the declaration of the Management Board regarding adherence to statutory provisions for the distribution of shares and minimum distribution as well as compliance with the asset and income ratios.
On September 30, 2009, and with effect from the end of that day, Management Board member Manfred Heiler left his position. Due to his contract of employment having a term until December 2012, Mr. Heiler was due severance payment that was determined by mutual agreement and in line with the recommendations of the German Corporate Governance Code.
With regard to the comparatively low current investment volume of the Fair Value Group, the Management Board and Supervisory Board consider it acceptable that the company be managed by a singlemember Management Board until further notice.
The Supervisory Board would like to thank both the director that left the board and the remaining director, as well as the company's staff, for all their work during the past year.
Munich, March 18, 2010
On behalf of the Supervisory Board
Prof. Dr. Heinz Rehkugler
Corporate governance refers to good and responsible corporate management and control, with the ultimate aim of creating long-term added value. Guidelines have been drawn up for this and are summarised for German companies in the German Corporate Governance Code (GCGC), which was most recently updated in June 2009.
The Management and Supervisory Boards of Fair Value REIT-AG attach great importance to the application of clear and efficient rules for the management and control of the business and to the recommendations of the German Corporate Governance Code. Both boards of Fair Value REIT-AG again have dealt with the latest version of the code during the 2009 fiscal year.
Following the departure of one of its members on September 30, 2009, the Management Board of Fair Value REIT-AG currently consists of only one person. He manages the company and acts exclusively in the interests of Fair Value REIT-AG. The Management Board is committed to sustainable growth in the value of the company. It confers with the Supervisory Board regarding the company's strategy and its implementation. It reports regularly, comprehensively and in a timely fashion to the Supervisory Board regarding corporate planning and strategic developments as well as about the current situation regarding business performance and risk.
The Supervisory Board of Fair Value REIT-AG currently has three members. It provides advice and monitors the management of the company by the Management Board. In addition, the Supervisory Board discusses interim reports, checks and adopts Fair Value REIT-AG annual reports pursuant to HGB (German Commercial Code) and approves consolidated financial statements in accordance with IFRS. Important strategic decisions made by the company management require the endorsement of the Supervisory Board.
Remuneration paid to the Management Board consists of basic remuneration as well as variable remuneration. The total remuneration equates to 1.25% of the annual dividend payments made by Fair Value REIT-AG or to the basic remuneration, whichever is the larger sum. The remuneration does not consist of any bonuses involving long-term incentives which take both positive and negative developments into account and which aim at ambitious comparative documents. Further information as well as individual details of remuneration paid to the Management Board, including remuneration paid to the member of the board who left during the year, are included in the Group Management Report and in the Notes to the Consolidated Financial Statement.
Remuneration paid to the members of the Supervisory Board consists of fixed remuneration of €5,000 per annum and on a pro rata temporis basis, and a performance related remuneration of €1 per €1,000 of distributed dividends. This variable part of the remuneration is limited to a maximum sum of €25,000. The chairperson receives double and the vice-chairperson receives one and a half times the fixed and variable remuneration of a normal member of the Supervisory Board. Further information is available in the Notes to the Consolidated Financial Statement.
The shares in Fair Value REIT-AG held directly and indirectly by the members of the Management and Supervisory Boards amounts in total to less than 1% of the share capital of Fair Value REIT-AG. When determining the indirectly held shares, holdings without a direct influence are not taken into account.
During the 2009 fiscal year, Fair Value REIT-AG received no reports regarding securities transactions on the part of members of the Management Board or the Supervisory Board, or people with a close relationship to these members as defined in § 15 WpHG (German Securities Trading Act).
The shareholders of Fair Value REIT-AG realise their rights as shareholders at the Annual General Meeting and exercise their voting rights there. All shareholders are invited to the Annual General Meeting and can address the agenda there and ask questions. Resolutions regarding the following points are among those passed at the Annual General Meeting:
Discharge of the Management and Supervisory Boards and selection of the auditor, the appropriation of the balance sheet profit, amendments to the articles of association and measures leading to changes in capital.
The company reports on a quarterly basis regarding business performance as well as about the financial status and earnings position. The general public is informed about the company's activities via the media. Information that could have a significant effect on the company's share price is released in the form of adhoc disclosures in accordance with legal provisions. Fair Value REIT-AG uses its website at www.fvreit.de to provide shareholders, investors and the general public with information.
Fair Value REIT-AG issues its consolidated financial statements in line with International Financial Reporting Standards (IFRS) and its single entity accounts are prepared in accordance with the provisions of the HGB. The Supervisory Board proposes an auditor for election by the Annual General Meeting. The increased requirements with regard to auditor independence are met.
The Management and Supervisory Boards of Fair Value REIT-AG issued the following declaration of conformity with the German Corporate Governance Code (Version dated June 18, 2009) within the meaning of Section 161 of the AktG on March 15, 2010:
Fair Value REIT-AG's Management and Supervisory Boards welcome and support the German Corporate Governance Code and the objectives thus pursued. Fair Value REIT-AG follows the recommendations of the German Corporate Governance Code in the version dated June 18, 2009 and will continue to do so in future with the following exceptions:
| Sector | Real Estate (REIT) |
|---|---|
| WKN (German Securities Code) / ISIN | A0MW97 / DE000A0MW975 |
| Bloomberg | FVI:GR |
| Reuters | FVIG.DE |
| Share capital | € 47,034,410.00 |
| Number of shares (non-par value shares) | 9,406,882 |
| thereof circulating on December 31, 2009 | 9,347,790 |
| Proportion per share in the share capital | € 5 |
| Initial listing | November 16, 2007 |
| High / low 2009 | € 5.30 / 3.00 (XETRA) |
| Market capitalization on September 30, 2009 | € 43.7 million (XETRA) |
| Market segment | Prime Standard |
| Stock exchanges | Prime Standard: Frankfurt, XETRA |
| OTC: Stuttgart, Berlin-Bremen, Duesseldorf, Munich | |
| Designated Sponsor | DZ-Bank |
| Indices | DAXsubsector Real Estate-Index |
| DAXsubsector All Real Estate-Index | |
| RX REIT-Index |
Share chart Fair Value REIT-AG incl. NAV vs. DAX Subsector Real Estate (January 1, 2009 – March 18, 2010)
Comparison of Fair Value REIT-AG with the DAXsubsector Real Estate-Index (ISIN DE0007203820, German Securities Code (WKN) 720382, I2VB), which currently comprises 19 companies including Fair Value REIT-AG (Source: Deutsche Börse AG).
Fair Value REIT-AG's shareholder structure
To our shareholders Group management report Consolidated financial
In the past fiscal year, international stock markets continued to be characterised by the global financial and economic crisis. The bankruptcy of the American investment bank "Lehman Brothers" in September 2008, and the resulting turmoil, caused a huge shock in the stock markets. The effects were still tangible in 2009, particularly during the first few months, and this was apparent in market nervousness and high share price volatility. The stock market situation did gradually improve as the year progressed, but generally capital markets remained tense.
Free Float 41,42 % H.F.S. Zweitmarkt Invest 2 GmbH & Co. KG 8,13 % H.F.S. Zweitmarkt Invest 5 GmbH & Co. KG 7,44 % H.F.S. Zweitmarkt Invest 4 GmbH & Co. KG 7,44 % H.F.S. Zweitmarkt Invest 3 GmbH & Co. KG 7,44 % In this atmosphere of uncertainty, the Fair Value REIT-AG share price actually performed relatively well early in the year, comparing very favourably during the first quarter of 2009 with the benchmark index for German real estate companies, the DAXsubsector Real Estate. However, the share price was unable to escape the general downward trend in the sector and it fell until it reached a low for the year of €3.00 per share on May 15, 2009.
IC Immobilien Holding AG 9,39 % IC Immobilien Service GmbH 6,34 % IC Fonds GmbH 2,34 % IFB Beteiligungen AG i. L. 5,44 % Bayerische Beamten Lebensversicherung a.G. 3,76 % Eigene Aktien 0,86 % By this time, the general situation in the financial markets had improved but the Fair Value share was slow to benefit from this recovery. After some initial hesitation, a gradual recovery against the benchmark index occurred, a trend that was helped in particular by the publication of the interim reports. The announcement of the half-year results for 2009 was the trigger that set the Fair Value share on a strong and sustainable upward course until it reached its high for the year of € 5.30 on October 16, 2009. At that point the share was again tracking the index level.
In line with the DAXsubsector Real Estate-Index, the share price subsequently entered a sideways phase and has been hovering around a value of € 4.50 per share ever since. On December 30, 2009 the Fair Value share price was € 4.60, a 15% improvement on the price of € 4.00 at the beginning of the year. On the balance sheet date, the company's market capitalisation thereby amounted to approximately € 43.3 million.
A total of 660,308 Fair Value REIT-AG shares were traded during the 2009 fiscal year on all the stock markets on which the share is listed. This resulted in a trading volume of € 2,585,086, which corresponds to an average price of € 3.91 per share and an average daily volume of 2,600 shares or € 10,178.
Fair Value REIT-AG aims to provide all stakeholders with comprehensive and traceable information. one of the company's particular objectives is the attainment of the best possible transparency and credibility of its corporate communication. For this reason, as part of its financial reporting process, Fair Value regularly provides extensive insights into the business developments of its holdings, as well as detailed additional information regarding the real estate portfolio as well as financial liabilities in the Group's and in the associated companies. This is intended to provide the existing and potential shareholders of the company with the opportunity to form a sophisticated assessment regarding the company's business developments and equity story of the Fair Value Group.
Moreover, Fair Value REIT-AG maintains a constant dialogue with the capital markets, and the Management Board has established frequent contacts with analysts, investors and capital markets media. The company regularly participates in capital market conferences and presents its business results to domestic and international investors during roadshows. In the course of 2009, the company has presented its current financial figures at the 4. DVFA Real Estate Conference (Frankfurt/Main) in April, at the NAREIT- Week (New York) in early June as well as the 9th Conference of the Real Estate Share Initiative in October and the German Equity Forum in November (both in Frankfurt). Furthermore, the Management Board has introduced the company to institutional investors at roadshows in Frankfurt/ Main, Zürich, Amsterdam, Paris and New York.
Currently the company is covered by two research companies. The Company intends to successively increase its research coverage.
Additional information on the share can also be obtained from its website www.fvreit.de in the investor relations section.
| May 11, 2010 | Interim Report First Quarter 2010 |
|---|---|
| May 17, 2010 | Annual General Meeting (Munich, Germany) |
| August 12, 2010 | Semi-annual Report 2010 |
| October 2010 | Presentation, 10th Conference of the Real Estate Share |
| Initiative (Frankfurt, Germany) | |
| November 15, 2010 | Interim Report First to Third Quarter 2010 |
| November 22 - 24, 2010 | Presentation at "German Equity Forum" |
| (Deutsches Eigenkapitalforum, Frankfurt, Germany) |
The key expertise of Fair Value REIT-AG relates to the acquisition and management of German commercial properties. The company also has a business model that makes it unique among real estate companies listed on the stock market in Germany: the company acquires properties directly as well as via participations in real estate partnerships, in particular closed-end real estate funds.
The portfolio currently consists of 80 properties with a lettable space of approximately 457,000 m2 . These properties are spread throughout Germany. Of this lettable space, approximately 43,000 m² is available in the 32 properties held directly by the company. The company also holds 24 further properties via six subsidiaries, with lettable space of approximately 135,000 m². The remaining 279,000 m² are available in 24 properties held by seven associated companies.
Based on individual valuations, the market value of all the properties on December 31, 2009, amounted to € 524.8 million. It should be noted here that four properties* held by subsidiaries were sold during 2009 but the closing had not yet taken place by the balance sheet date. These properties are valued using the notarized purchase price, in one case with a reduction corresponding to the cost of renovation work still to be carried out by the seller. Based on the size of the participations in the respective individual closed-end real estate funds, the total market value of Fair Value properties was calculated as € 236.1 million.
With a current proportionate contractual annual rent of € 20 million, the portfolio thereby generates attractive rental returns before costs of 8.5% of the total market value. Full occupancy would provide potential rental returns of 8.9% before costs. At the same, considerable planning certainty and sustainability of rental revenues are provided by a revenue-based occupancy rate of 95.5% (previous year 94.9%) of the potential proportionate rent and an average remaining contractual lease period of
Fair Value REIT-AG's share
6.3 years (previous year 6.9). The earnings prospects were thus improved further even in difficult market conditions.
To our shareholders Group management report Consolidated financial
The remaining term of the existing rental agreements on December 31, 2009, shows a fairly even spread over the next five years. In 2013, approximately 18.4% of the potential rent will be subject to contract renewal. This equates to double the average expiry rate for the other four years. However, it has already been possible, with the concluding of early follow-up rental agreements, to extend 75% of the 10.4 percentage points of contracted rent that would have been subject to renewal in 2012 by five years i.e. until 2017. This clearly demonstrates the expertise of Fair Value with regard to proactive asset management.
Due to the generalised approach of the company regarding the type of use of the properties, the portfolio is comparatively independent from developments in individual locations and industry sectors. Currently, 45% of the potential rent relate to retail properties and a further 40% come from office buildings. The renting of logistics properties provide 8% of the potential overall rent and other properties contribute 6%.
Fair Value REIT-AG also has a tenant structure characterised by high credit ratings. The largest individual tenant is Sparkasse Südholstein, which contributes a 14% share of the proportionate contracted rent of the portfolio. Other important tenants include strong retailers such as the Edeka Group, the Metro Group, the Kaufland Group and the REWE Group in total amounting to 27%. Approximately 40% of the potential rent relates to a large number of small business partners. This welldistributed tenant structure improves the already established risk diversification approach in the Fair Value REIT-AG investment strategy.
The Fair Value REIT-AG real estate portfolio is also characterised by a large number of properties and
Ten largest tenants in% of proportionate contracted rent
| December 31, 2009 |
|
|---|---|
| Sparkasse Südholstein | 14.1% |
| Edeka Konzern | 9.7% |
| Metro Group | 9.6% |
| BBV Holding AG | 5.5% |
| Kaufland Gruppe | 5.5% |
| Schweizerhof Hotel | 4.5% |
| ABB Grundbesitz GmbH | 2.9% |
| HPI Germany | 2.9% |
| REWE Group | 2.6% |
| comdirect bank AG | 2.5% |
| Other | 40.2% |
| Sum | 100.00% |
* according to potential rent
considerable regional diversification. The portfolio properties are spread across Germany and Fair Value is represented in almost all of the 16 Federal States. The dependence of the portfolio on regional developments, both in terms of rental trends and valuation changes, is thereby reduced considerably.
By depicting the proportional market values of the portfolio based on the size of the cities and towns, the company's regional investment strategy can be seen very clearly. The company focuses in particular on medium-sized cities and regional centres. This is reflected in the fact that the majority of the contractual rental revenues attributable to Fair Value are generated in these locations. Because of the economic structure in Germany being characterised by many specialised medium-sized companies, these locations actually provide more stable rent and value conditions than large urban centres that are more sensitive to economic cycles.
On balance, the real estate valuation of December 31, 2009 was characterised by slight depreciations, although these were considerably less pronounced than those of the previous year. The trend was almost identical regardless of the type of use. Taking into account the attributable participations of Fair Value, the market value of the proportionate portfolio was
* After taking Fair Values share into consideration
35% 30% 25% 20% 15% 10% 5% 0% <20,000 20,001- >500,001 50,000 50,001- 100,000 100,001- 250,000 250,001- 500,000 12.1 % 31.7 % 16.5 % 18.8 % 1.8 % 19.2 %
To our shareholders Group management report Consolidated financial
Inhabitants
* After taking Fair Values share into consideration
* Comparison to previous year after taking Fair Values share into consideration
calculated as € 236.1 million. Four properties that had already been sold but for which closing had not yet taken place were valued in accordance with the net sale proceeds. Compared to the figure in the previous year of € 244.5 million, this corresponds to a decrease in the market value on balance of € 8.4 million, or approximately 3.4% (previous year
6.4%). The main reason for this adjustment was, in the majority of cases, an increase in the discount and capitalization rates in the property valuations, which relate to the current general investment market environment.
(Market value of € 236.1 million of Fair Value's proportionate portfolio by federal state as of December 31, 2009)
In addition, the actual contractual rents for some of the properties are above what the surveyor deemed achievable in the current market. Such "over rents" give rise in the market valuations of the properties to slight annual depreciations until the expiry of the existing (above the market level) rental contracts. In contrast, the contractual rent for some of the properties is lower than the current market level. Such "under rents" have the opposite effect and result in positive market value adjustments. The resulting balance of the over rent and under rent effects leads, when viewed in isolation and in the event of an unchanged portfolio, to annual depreciation of approximately € 1.2 million in the proportionate overall market value.
In contrast to the previous year, not all the properties in the portfolio experienced valuation losses. In fact, approximately 18% of the properties experienced stable or increasing market values. In many cases this was due to letting successes that exceeded the expectations of the surveyor and led to a consequent reduction in vacant areas. This positive trend demonstrates that property-specific factors are becoming increasingly important again. The company considers this trend to be a sign of the bottom having been reached in the investment market.
To our shareholders Group management report Consolidated financial
The Group's financial liabilities (parent company and subsidiaries), which amount to approximately € 108 million, are underpinned by fixed-term loans and effective interest rate swaps (68%), for which the weighted average interest rate including bank margins was 4.8% on December 31, 2009, and variable loans without interest rate hedging (32%), for which the weighted average interest on December 31, 2009, was 3.3%. Overall, the weighted average interest rate for the Group at the end of 2009 was 4.3%. The average remaining term of the current agreements totalled 4.3 years, and the distribution of the remaining term can be seen in the graph on the next page.
* After taking Fair Values share into consideration
The financial liabilities of the associated companies totalled € 235 million on December 31, 2009, (of which approximately € 83 million can be proportionately attributed to Fair Value). The current terms of credit have an average remaining term of 4.2 years. Approximately 50% of the liabilities held by the associated companies consist of fixed-term loans, with the rest being variable rate loans. As the latter are equipped with interest rate hedging transactions, they are viewed in the results as also
being fixed-term loans. The average weighted interest rate for the associated companies on the balance sheet date was 5.8%.
Taking into account the proportionate participations of Fair Value REIT-AG in the subsidiaries and associated companies, the pro-forma, proportionately consolidated weighted average interest rate was 5.2% and the remaining term was 4.6 years.
A detailed breakdown of the individual financial liabilities in accordance with IFRS (including
allocation to the respective companies) on December 31, 2009, as well as information about compliance with any mortgage lending level requirements for and the debt service coverage, is available in the "Financing and portfolio in detail" chapter.
In conjunction with its good liquidity situation and its – legally mandatory – high equity ratio, Fair Value REIT-AG achieves a high degree of financial solidity with regard to its investments.
in %
* After taking Fair Values share into consideration
| Section REIT-G | Criterion | Reference Value | Requirement | Actual figure Fair Value as of December 31, 2009 |
|---|---|---|---|---|
| § 11 | Free Float | Rights to vote | Minimum 15% | 42.3% |
| § 12 para. 2a | Asset requirement | Immovable Assets | Minimum 75% | 94.8% |
| § 12 para. 3a | Revenue requirement | Revenues from immovable assets |
Minimum 75% | 100.0% |
| § 13 | Minimum disbursement to shareholders |
Balance sheet profit (according to German GAAP) |
Minimum 90% | No balance sheet profit 2009 |
| § 14 | Exclusion of real estate trading |
Proceeds from sale of proper ties within 5 years |
Maximum 50% | 12.4% |
| § 15 | Minimum equity require ment |
Equity on the balance sheet incl. minority interests in% of immovable assets |
Minimum 45% | 45.5% |
Group Management Report
Fair Value REIT-AG (also referred to hereinafter as Fair Value) acquires and manages commercial real estate in Germany. Investment activities currently primarily focus on office and retail properties in regional centres.
The uniqueness of the Fair Value REIT-AG business model lies within the combination of direct investments in real estate and the purchase of interests in real estate partnerships. Participation may be made by way of a contribution in kind, hence the exchange of interests against shares in Fair Value, but also through the purchase of interests against the payment of a purchase price.
In terms of direct ownership, the company has had a portfolio of 32 commercial properties since 2007. The majority of these are used as branches of the Südholstein Sparkasse (savings bank). The lettable space of these properties, which are located in the German state of Schleswig-Holstein, amounts to 42,948 m². Using individual valuations, the market value of the "Sparkasse portfolio" on the balance sheet date was determined to be approximately € 45.5 million (previous year € 47.3 million).
The company also has participations in 13 closed-end real estate funds. Due to the change of status of one company as of the balance sheet date, these consist of six subsidiaries and seven associated companies. The participations in the associated companies vary between 20% and 50%.
The subsidiaries hold a total of 24 properties with a total lettable space of 135,057 m² and a market value of € 100.3 million (previous year € 107.1 million).
The associated companies hold a total of 24 properties with a total lettable space of 279,163 m² and a market value of € 379.0 million (previous year € 392.0 million).
On December 31, 2009, the overall portfolio of direct holdings and participations had an incomebased occupancy of 95.5% (previous 94.9%) of the potential rent of € 21.0 million (previous year € 20.8 million). The potential rent consists of the sum of rental contract income and market rents for vacant areas.
The positive trend in occupancy lead to a number of properties showing significant valuation gains according to property evaluations carried out by an independent surveyor on the balance sheet date. However, the increased return requirements of real estate investors led on balance to a proportionate valuation loss for Fair Value of 3.4% (previous year 6.4%) to € 236.1 million (previous year € 244.5 million), with the decrease thus being reduced by 47% compared to the previous year.
Fair Value REIT-AG is independently led by the company's Management Board, who has many years of experience in commercial property acquisition, portfolio management and participation in closed property funds. The main activities of the three members of staff (including the Management Board) involve the strategic management of the group, risk management and investor relations.
The Management Board works closely with the company's Supervisory Board, which is involved in all important company decisions. The Supervisory Board has three members.
Major parts of the accounting and property management activities are outsourced via service agreements to IC Immobilien Service GmbH, an IC Real Estate Group company based in Unterschleißheim near Munich in Germany.
This group of companies has approximately 160 employees and manages an investment volume of approximately € 5 billion for private and institutional investors.
Following an unprecedented nosedive in the global economy that started towards the end of 2008, the forecasts for the German economy in 2009 portrayed a very gloomy image. However, thanks to a strong rate of expansion during the summer and autumn months, some of the lost ground was regained in terms of production. However, this growth spurt was mainly the result of one-off domestic and overseas restocking of inventories, and the pace of recovery slowed towards the end of the year. Overall German economic output (GDP) fell in 2009 by 4.8% compared to the previous year.
The rate of inflation continues to be low. The German Federal Statistics Office (Destatis) reports that the consumer price index in Germany for 2009 was, on average, only 0.4% higher than in 2008, which is considerably lower than the 10 year average value of 1.5%. Falls, in particular in the price of oil and petroleum products as well as food, contributed to holding inflation in check. Taking this price stability into account, the European Central Bank lowered interest rates in May 2009 to a historical low of 1% and has not increased rates since then.
Although the labour market was faced with a deep recession in 2009, the effects have been relatively moderate, primarily due to the considerable utilisation of short working hours legislation as well as the phasing out of flexitime accounts. During the 2009 fiscal year, approximately 3.42 million people (previous year 3.27 million) in the civilian workforce were unemployed, equating to 8.2% (previous year 8.0%).
Sources: German Federal Employment Agency, Destatis – German Federal Statistics Office, DIW, ifo Institute
To our shareholders Group management report Consolidated financial
In view of the overall economic situation, companies have postponed planned moves and changes of corporate location in order to concentrate on utilising existing office space. As a consequence, rental volumes decreased in the six office centres* in 2009 by almost 28% (compared to 2008) to 2.1 m² million and the net absorption, i.e. the difference between the currently used space and the space used in the previous year, was slightly negative.
In contrast to the crisis in the office rental market at the beginning of the previous decade, there was a distinctly low level of new construction activity in 2009 yet the level of preletting was high. Nevertheless, the vacancy rate increased by the end of the year, due to the weak demand for space, to approximately 7.9 million m² (previous year 7.0 million) or 9.9% (previous year 8.9%).
As a consequence, there was a decrease in top and average rents during the first three quarters of 2009. In addition, the provision of rental incentives has continued to increase, and the effective rents are therefore 10% to 15% lower than the nominal rents.
The retail market remained stable on average in 2009 due to the continued strong expansion of domestic and international retail chains, particularly in prime locations both in large cities and in medium-sized and small towns. The absolute number of rental transactions conducted in inner city areas also remained stable in 2009 compared to 2008, but the real growth was in outlying city districts and in nonintegrated outskirts, which saw increases in rental rates of 173% and 285% respectively. This trend was driven by rentals in the supermarket and hypermarket sector, as well as among health and pharmacy retailers, with small supermarkets playing a minor role.
By the end of 2009, the situation for the logistics sector had improved considerably. In particular logistics service providers assessed their capacity utilisation and incoming order situation as being much more positive than was the case at the beginning of the year. In a similar way to the performance of the logistics situation index during the year, the rental turnover in 2009, which amounted to approximately 1.8 million m², was around 35% lower than the same figure for the previous year 2.8 million m²). The rental space was fairly equally split between the five metropolitan areas** and markets outside these regions. In contrast, owner occupied turnover increased by approximately 73% compared to the previous year to around 1.4 million m², as retailers expanded and modernised their own networks. In terms of the overall perspective, a turnover result of around 3.3 million m² (previous year 3.6 million m²) was achieved.
Optimism has been slowly returning to the investment market since summer 2009, although the 2009 fiscal year witnessed a significant fall in transaction volumes to approximately € 10.3 billion (previous year € 19.6 billion). This was the result of the need for security on the part of investors. In particular the large centres, low risk core investments and retail centres with good long-term rental income benefited from this trend. This led to the top returns for prime products in the A and B locations falling slightly again in the fourth quarter of the 2009 fiscal year due to the limited supply of properties. Beyond these prime products there was a low level of activity in terms of investment and a yield gap of 270 points was still evident, thus providing opportunities in the value add sector for investors with good reserves of equity capital.
Source: Jones Lang LaSalle, Kempers, CB Richard Ellis, BVL/DIW * Berlin, Düsseldorf, Frankfurt/Main, Hamburg, Munich, Stuttgart ** Berlin, Düsseldorf, Frankfurt/M. incl. Wiesbaden/Mainz, Hamburg, Munich
Fair Value REIT-AG aims to offer its shareholders a high level of sustainable earning strength together with the prospect of attractive dividend payments. The company focuses on the German real estate market and invests primarily in regional centres. By investing in office, retail and logistics properties, Fair Value aims to ensure a good diversification of risk and high yield stability.
Fair Value REIT-AG utilises the benefits provided by the German REIT legislation, which consist primarily of exemption from corporation and trade tax. To this end, Fair Value ensures adherence to a range of legal requirements in order to retain this tax status. These include, in particular, the obligation to underpin immovable real estate holdings in accordance with IFRS consolidated financial statements with equity capital of 45% and the payment of dividends amounting to at least 90% of the respective surplus according to German GAAP (HGB).
The key aspects of the strategic implementation are a streamlined organisational structure of internal management and a policy of restricting costs and expenses to only items that are strictly necessary. The non-strategic, operative functions in the area of accounting, as well as commercial and technical management of the properties, are outsourced to an external service provider on the basis of partly fixed and partly variable performance-related remuneration packages.
In 2007, Fair Value REIT-AG became the first and currently only real estate company listed on the stock market to offer investors in certain closed-end real estate funds the opportunity as part of a structured offering to sell their fund holdings to Fair Value REIT-AG in exchange for cash or for Fair Value shares.
Closed-end real estate funds in Germany represent an investment volume of more than €140 billion. The equity capital of these funds is primarily supplied by private investors, some of whom wish to exit the investment during the retention phase of the properties for various reasons. Possible reasons for selling their participations include the desire to obtain liquid capital, to participate in a significantly more diversified real estate portfolio or to increase their own spread of risk.
To our shareholders Group management report Consolidated financial
Fair Value REIT-AG again wishes to play an active role in the secondary market for closed-end real estate funds. To this end, a mix of capital increases in kind and share acquisitions against purchase price payment will form part of structured offerings. Such transactions may take place when a majority position for Fair Value in the particular fund management company is at least within reach. A further necessary condition is a positive capital market environment for the acquisition of liquid funds for the cash component of the respective structured offering.
Fair Value strives to ensure high liquidity levels for the Fair Value share by means of transparent financial reporting and capital market communication. A sustainable increase in market capitalisation is another of the company's aims. Accordingly, Fair Value REIT-AG wishes to successively increase its equity capital base during the next few years and to expand the portfolio of properties considerably by means of investment, primarily involving capital increases in kind and possibly also corporate mergers. The resulting economies of scale achievable, in particular in the area of general administrative expenses, should lead to an increased earning strength per share.
Future investment focus on office and logistics space For future investments, Fair Value REIT-AG will focus in particular on office and logistics properties and thereby generally reduce the share of retail properties in its portfolio. Individual investments should in future show a volume of investment that
ranges from a purchase price of € 5 million to € 30 million per property. The concentration on medium-sized cities as well as regional centres in Germany will be maintained.
In general, the medium-term aim is to create a portfolio structure, by means of specific investments and divestments, with 50% of its rental revenues coming from office properties and 25% each from logistics and real estate properties.
The Fair Value REIT-AG financial and capital management strategy aims to preserve capital, ensure debt servicing and generate attractive yields for Fair Value REIT-AG shareholders. This also includes ongoing monitoring of loan agreements made with regard to possible savings in terms of interest costs.
Where direct influence can be exercised, financial and capital management is carried out centrally. In the case of participations, direct consultation is made with the respective company management or carried out in the context of the opportunities for intervention regulated by the respective articles of association.
In order to hedge debt service fluctuations for loans with variable interest rates, the company may make use in certain cases of derivative financial instruments (interest rate hedges). For example, for the long-term end financing of the Sparkasse portfolio, the company selected a 10 year hedge of the interest rate by means of a swap transaction, in order to ensure a greater degree of flexibility with regard to early repayment of loans in the event of possible property disposals or in the event of medium-term increases in interest rates. On the other hand, the company has dispensed with the option of hedging regarding a two year extension for the equity financing due to the expectation of continuing low interest rates during this period.
The properties in the Fair Value Group's portfolio are owned directly by the parent company and are held by subsidiaries (defined as companies in which the parent company has a participating share of more than 50%). Properties held by associated companies (participating share less than 50%) are also included in the portfolio. This structuring of the portfolio influences the accounting for the consolidated balance sheet as well as the consolidated profit and loss statement. By fully consolidating the subsidiaries, net assets attributable to minority interests emerge and these are registered in accordance with IFRS accounting as liability of the Fair Value Group.
The participations in the associated companies are equity-accounted, which means that only proportionate net assets attributable to Fair Value REIT-AG appear on the assets side of the balance sheet. The consolidated profit and loss statement displays the proportionate, ongoing results of the associated companies in the income from participations.
The following table provides information about real estate attributable to the Group and to the associated companies. The right hand part of the table shows rents and market values, taking into account the respective proportionate participation of Fair Value REIT-AG on December 31, 2009.
The occupancy rate of the properties held by the Group and by associated companies improved compared to the previous year from 94.9% to 95.5% if the proportionate share held by the parent company Fair Value REIT-AG is taken into account. The weighted average of the remaining terms of the leases amounted on the balance sheet date to 6.3 years, compared to 6.9 years in the previous year.
In view of the intended reduction of retail properties in the portfolio, three retail bulidings in Hamm, Passau and Seligenstadt (BBV 06) as well as an office property in Aachen (BBV 03) were sold to several buyers for a total purchasing price of € 8.2 million. The closing had not yet taken place at the end of the year. The sale of the office property was considered strategically appropriate due to its problematic microlocation with a resulting vacancy rate of around 50% of the property's floor space. Around 70% of the funds accruing to the subsidiaries which held the properties will be used to repay financial liabilities, and the remainder will be added to cash and cash equivalents.
| in detai | Glossary | |
|---|---|---|
| Fair Value REIT-AG's share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Short name |
Direct investments and participations | Plot size 0) |
Lettable space 0) 6) |
Annu alised contrac tual rent Decem ber 31, 2009 0) |
Market value Decem ber 31, 2009 0), 1) |
Partici pating interest Decem ber 31, 2009 |
Annu alised con tractual rent Decem ber 31, 2009 2) |
Market value 1), 2) |
Occu pancy level 3), 5) |
Average remai ning term of rental agree ments 4), 5) |
| [m²] | [m²] | [€ K] | [€ K] | [%] | [€ K] | [€ K] | [%] | [years] | ||
| Direct investments | ||||||||||
| "Sparkassen-Portfolio" | 58,624 | 42,948 | 3,243 | 45,527 | 100.00 | 3,243 | 45,527 | 98.5 | 12.1 | |
| Total direct investments | 58,624 | 42,948 | 3,243 | 45,527 | 100.00 | 3,243 | 45,527 | 98.5 | 12.1 | |
| Subsidiaries | ||||||||||
| IC07 | IC Fonds & Co. Büropark Teltow KG 6) | 5,324 | 9,731 | 440 | 7,110 | 75.73 | 333 | 5,385 | 63.4 | 2.5 |
| IC03 | IC Fonds & Co. Forum Neuss KG | 19,428 | 12,064 | 576 | 7,320 | 71.58 | 412 | 5,240 | 91.3 | 1.1 |
| IC01 | IC Fonds & Co. München-Karlsfeld KG | 7,019 | 3,375 | 326 | 4,340 | 55.79 | 182 | 2,421 | 94.4 | 10.7 |
| BBV 06 BBV Immobilien-Fonds Nr. 6 | ||||||||||
| GmbH & Co. KG | 97,232 | 73,007 | 4,944 | 51,807 | 55.55 | 2,746 | 28,778 | 93.1 | 4.2 | |
| BBV 03 BBV Immobilien-Fonds Nr. 3 | ||||||||||
| GmbH & Co. KG | 26,210 | 15,046 | 882 | 8,340 | 53.79 | 475 | 4,486 | 92.9 | 2.4 | |
| IC13 | IC Fonds & Co. Gewerbeportfolio | |||||||||
| Deutschland 13. KG | 22,357 | 21,834 | 2,553 | 21,380 | 50.04 | 1,278 | 10,698 | 95.2 | 4.7 | |
| Total subsidiaries | 177,570 | 135,057 | 9,721 | 100,297 | 5,426 | 57,008 | 90.8 | 4.1 | ||
| Total Group | 236,194 | 178,004 | 12,964 | 145,824 | 7.1 | |||||
| Associated companies | ||||||||||
| BBV 14 BBV Immobilien-Fonds Nr. 14 | ||||||||||
| GmbH & Co. KG | 16,196 | 38,022 | 6,121 | 83,920 | 45.09 | 2,760 | 37,839 | 96.5 | 4.6 | |
| IC12 | IC Fonds & Co. SchmidtBank-Passage KG | 4,226 | 8,380 | 478 | 7,340 | 40.22 | 192 | 2,952 | 77.8 | 3.1 |
| BBV 02 BBV Immo-Fonds Erlangen GbR | 6,350 | 2,770 | 220 | 1,650 | 39.68 | 87 | 655 | 100.0 | 2.6 | |
| IC15 | IC Fonds & Co. Gewerbeobjekte | |||||||||
| Deutschland 15. KG | 21,335 | 33,080 | 3,155 | 35,110 | 38.37 | 1,211 | 13,472 | 98.8 | 6.9 | |
| BBV 10 BBV Immo-Fonds Nr. 10 | ||||||||||
| GmbH & Co. KG | 177,231 | 96,203 | 10,335 | 117,240 | 38.37 | 3,965 | 44,981 | 95.9 | 4.9 | |
| IC10 | IC Fonds & Co. Rabensteincenter KG | 11,203 | 9,981 | 707 | 8,940 | 26.14 | 185 | 2,337 | 95.5 | 2.1 |
| BBV 09 BBV Immo-Fonds Nr. 9 | ||||||||||
| GmbH & Co. KG | 114,912 | 90,728 | 11,716 | 124,800 | 25.10 | 2,941 | 31,327 | 100.0 | 7.9 | |
| Total associated companies | 351,453 | 279,163 | 32,731 | 379,000 | 11,341 | 133,563 | 97.0 | 5.7 | ||
| Total proportionate portfolio | ||||||||||
| 20,009 | 236,098 | 95.5 | 6.3 |
Explanations
0 ) Does not consider the respective participating interest
1 ) According to valuation by CB Richard Ellis GmbH, Frankfurt/Main, December 31, 2009
2 ) Proportionate market values attributable to Fair Value based on percentage of participations; IC15 holds only 94.2% in Chemnitz-Passage KG; however, due to negative equity of the minority shareholder on property company level the property is to be attributable to IC15 with 100%
3 ) Contractual rent/(contractual rent + vacant space at standard market rent)
4 ) Income-weighted
5 ) (Sub) totals for rental level and average remaining term taking the respective percentage of participations into account
6 ) The reduction of lettable areas compared to the list of the previous report is due to space reductions at some properties due to market situations with subsequent letting effectively not rentable surfaces such as general surfaces etc. as well as changes of renting surfaces in the course of new measurements
i. Overall statement on the economic situation of the Group
The strained economic situation in Germany during the year had no disadvantageous effects on the operative results of the Fair Value Group due to the good occupancy rate and the solvent tenant structure. However, the business was again hit by the market valuations of the properties, although there was a significant improvement compared to the previous year. In addition to the reduction in the cash value of above market rental contracts, the negative valuation result in the recently completed fiscal year is primarily the result of increased yield demands on the part of market participants. These reflect ongoing uncertainty resulting from the general economic crisis.
In its results, Fair Value REIT-AG recorded an annual loss for the 2009 fiscal year of € 2.9 million (previous year €13.3 million). This equates to a loss of € 0.31 per share (previous year €-1.41).
The adjusted consolidated net income (EPRA-Earnings), calculated in accordance with the recommendations of the EPRA and adjusted for market value changes of the properties and interest rate derivatives as well as miscellaneous one-off effects amounted to € 6.0 million or € 0.64 per share.
The previous year's EPRA-Earnings of € 5.7 million were therefore improved by almost € 0.4 million. Starting with a net rental result of € 2.9 million less than the previous year, this decline was more than compensated mainly by a reduction in net interest expenses of € 1.9 million (-30%), savings of € 0.6 million in general administrative expenses (-21), the lower share of minority interests amounting to € 0.5 million and reduced other operating expenses of € 0.3 million.
The adjusted consolidated net income is also considerably better than the forecasted value for 2009, which was € 4.5 million (€ 0.48 per share). This difference is based 40% on savings made within the Group relating to real estate related operational expenses, general administrative costs and interest payments. The other 60% of the positive deviation in the adjusted consolidated net income compared to the forecast is the result of a higher adjusted income from participations. The reason for this is the savings made with regard to interest payments, which were not taken into account in the planning.
| Adjustment for extrordinary factors | |||||||
|---|---|---|---|---|---|---|---|
| According to Consoli dated Income Statement |
Compen sations |
Profits/ losses on sale |
Real estate valuation |
Valua tion of associated compa nies |
Redempti on Gains/ Interes rate swaps/ interest rate caps |
Adjusted Consoli dated Income Statement |
|
| Net rental income | 8,528 | 8,528 | |||||
| General administrative expenses | (2,611) | 278 | (2,333) | ||||
| Other operating income and expenses | (84) | (84) | |||||
| Earnings from sale of investment properties | (190) | 190 | 0 | ||||
| Valuation result | (6,370) | 6,370 | 0 | ||||
| Operating income | (727) | 278 | 190 | 6,370 | 6,111 | ||
| Income from participations | 1,401 | 5,384 | (1,394) | 79 | 5,470 | ||
| Interest income | 155 | 155 | |||||
| Interest expense | (4,680) | 108 | (4,572) | ||||
| Income before minority interests | (3,851) | 278 | 190 | 11,754 | (1,394) | 187 | 7,164 |
| Minority interests | 945 | (86) | (1,929) | (48) | (1,118) | ||
| Consolidated net income (loss) | (2,906) | 278 | 104 | 9,825 | (1,394) | 139 | 6,046 |
Adjusted consolidated income 2008 (EPRA-Earnings)
| Adjustment for extrordinary factors | |||||||
|---|---|---|---|---|---|---|---|
| According to Consoli dated Income Statement |
Compen sations |
Profits/ losses on sale |
Real estate valuation |
Valua tion of associated compa nies |
Redempti on Gains/ Interes rate swaps/ interest rate caps |
Adjusted Consoli dated Income Statement |
|
| Net rental income | 10,783 | 661 | 11,444 | ||||
| General administrative expenses | (3,797) | 851 | (2,946) | ||||
| Other operating income and expenses | (351) | (351) | |||||
| Earnings from sale of investment properties | 1,345 | (1,345) | 0 | ||||
| Valuation result | (9,734) | (15,438) | 25,172 | 0 | |||
| Operating income | (1,754) | (13,926) | (1,345) | 25,172 | 8,147 | ||
| Income from participations | (7,075) | (149) | 10,744 | 466 | 1,426 | 5,412 | |
| Interest income | 332 | 332 | |||||
| Interest expense | (5,239) | (1,381) | (6,620) | ||||
| Income before minority interests | (13,736) | (13,926) | (1,494) | 35,916 | 466 | 45 | 7,271 |
| Minority interests | 435 | 3,380 | 166 | (6,213) | 623 | (1,609) | |
| Consolidated net income (loss) | (13,301) | (10,546) | (1,328) | 29,703 | 466 | 668 | 5,662 |
During the period under review, Fair Value REIT-AG achieved an operating cash flow at the Group level (Funds from Operations, FFO) of € 2.9 million or € 0.31 per share (previous year € 3.5 million or € 0.37 per share). On the balance sheet date, the Group's cash and cash equivalents amounted to € 8.3 million (previous year € 14 million). The reduction of € 5.8 million in liquidity compared to the previous year is the result of the redemption of financial liabilities amounting to € 8.4 million.
With consolidated total assets of € 203.8 million (previous year € 198.2 million), consolidated equity amounted to € 72.7 million (previous year € 76.8 million) on the balance sheet date.
In accordance with § 15 of the REIT Act, the equity including minority interests of € 15.3 million amounts to € 88 million, which equates to 45.5% of the immovable assets.
In the 2009 fiscal year, the Fair Value Group registered revenues (rental income plus income from operating and ancillary costs) of €12.2 million (previous year €13.9 million). Of this sum, 68% was from the subsidiaries segment and 32% from direct investments. The reduction in rental income resulted primarily from the sale of a directly owned office property during the previous year as well as from the termination of a general lease contract at the subsidiary IC 07, in return for a compensation income.
The net rental income of the Group amounted to € 8.5 million (€ 10.8 in the previous year). The general administrative expenses incurred during the reporting period fell significantly, to € 2.6 million compared to € 3.8 million in the previous year. It should be noted in this respect that the figure from the previous year includes services fees of € 0.9 million relating to the compensation payment obtained.
On balance, the market valuation of the properties in the 2009 fiscal year resulted in a consolidated valuation loss of € 6.4 million, compared to € 9.7 million in the previous year, a reduction of 34%. The operating result of € -0.7 million was approximately € 1.0 million better than the previous year's result of € -1.8 million.
The results from Fair Value REIT-AG's seven noncontrolling interests (associated companies) are shown in the participation income. The loss in the previous year of € 7.1 million was bettered by € 8.5 million, giving rise to a positive result of € 1.4 million. With almost identical net rental income and general administrative expenses for the associated companies, the increase in profit is a result of the valuation loss being halved and interest payments being reduced by approximately 19%. In particular the comparatively low costs associated with market value changes in the interest rate derivatives had a positive effect. Furthermore, the impairment deduction for the participations in associated companies could be released due to the expectation of a reduction in fund costs of € 1.4 million, or approximately 17%.
At the group level, interest rate expenses for the 2009 fiscal year were € 4.7 million, a reduction of approximately € 0.6 million or 11% compared to the sum in the previous year of € 5.2 million. It should also be noted here that interest rate expenses in the previous year were reduced by € 1.5 million due to a one-time income resulting from the restructuring of the financing at BBV 06. Without this exceptional income, the interest expenses in the 2009 fiscal year would have been € 2.0 million less than in the previous year.
The negative results relating to the subsidiaries are improved by the minority interest in the result. The increase in this item of € 0.5 million is partly attributable to the reduction in the income at BBV 06 caused by the elimination of the exceptional income already mentioned.
As a result, the Fair Value Group registered a consolidated loss of € 2.9 million in the 2009 fiscal year, which represents a considerable improvement in comparison to the previous year (loss of € 13.3 million).
During the reporting period, Fair Value achieved an operating Cash Flow ("Funds from Operations", FFO) of € 2.9 million or € 0.31 per share compared to figures of € 3.5 million or 0.37 € per share in the previous year.
Taking into account changes in the assets and liabilities, a cash outflow from operational activities of € 1.3 million was recorded. The previous year saw a cash inflow from operational activities of € 21.5 million, with the difference resulting primarily from the compensation payment received in the previous year due to the early termination of a long-term general rental contract at the subsidiary IC 07.
Investment activities resulted in a net cash inflow of € 2.3 million. This inflow resulted from the release of a fixed deposit pledged as security against provision of a bank guarantee for the same amount. The background to this is the contractually required provision of security in favour of the seller of the Sparkasse portfolio in the event of a possible loss of the exit tax privilege.
Cash and cash equivalents in the Group fell by € 5.8 million, from € 14 million at the end of the previous year to € 8.3 million. This reduction is a result of the repayment of debts amounting to € 8.4 million, the purchase of own shares amounting to € 0.3 million as well as a non-cash increase resulting from the change in the consolidation scope (€ 1.8 million).
There was a change in the scope of consolidation on December 31, 2009. Due to the departure of one of the partners in the associated company IC 13, the participating interest of Fair Value REIT-AG in the company increased to just over 50% on the balance sheet date. Due to the full consolidation of this company on the balance sheet date the total assets increased to € 203.8 million from € 198 million in the previous year.
Of these assets, 91% (€ 185.4 million) are non-current assets. Thereof € 137.6 million relates to property held as financial investments (previous year € 130.7 million). The change in investment properties (€ -6.8 million) includes accruals due to the initial consolidation of IC 13 to the amount of € 21.4 million, the balanced valuation loss (€ -6.4 million) and the reclassification in current assets (€ -8.2 million). The equity-accounted participations in the associated companies are assessed at € 47.4 million (previous year € 48.4 million).
Current assets of € 18.4 million are made up of non-current assets available for sale (45%) and cash and cash equivalents (45%) as well as a further 10% (€ 1.9 million) consisting of receivables and miscellaneous assets. The non-current assets available for sale equate to the sum of the contractually agreed purchase prices for four properties held by subsidiaries for which closing is expected to occur in the second quarter of 2010. In the case of one of these properties, the purchase price has been reduced by the sum required to cover renovation work to be paid for by the Fair Value Group.
The property assets were financed by loans (€ 131 million or 64%) and by equity capital (€ 72.2 million or 36%). It should be noted here that the minority interests in subsidiaries (€ 15.3 million) are listed as liabilities in accordance with IFRS. If the minority interests are considered as equity, as proposed in the REIT Act, the equity would increase to 43% of the total assets.
The Group's financial liabilities amounted to a total of € 108.3 million (previous year € 94.3 million) or 53% of the balance sheet total (previous year 48%). Of these liabilities, 4% or € 4.3 million (previous year 17% or € 15.9 million, respectively) are due for repayment within one year.
The change in financial liabilities stem from accruals of non-current financial liabilities totalling € 21.3 million and current financial liabilities of € 1.1 million due to the initial consolidation of the subsidiary IC 13.
Taking the increase caused by IC 13 into account, the reduction in current financial liabilities of € 11.6 million mainly results from the redemption of a loan for participation financing of € 6 million paid in summer 2009 as well as the refinancing of the remaining amount of € 7.5 million. As of the balance sheet date, a share of € 7 million was included in noncurrent financial liabilities.
Of the total other liabilities of € 1.4 million, 79% (€ 1.1 million) are due for repayment within one year. This figure includes deferred income (34%), a severance payment to the former member of the Management Board (25%), exit payments to departing partners in the subsidiaries (15%) and tax liabilities (11%).
From the addition of the market value of the properties and the participations, there was a net asset value (NAV) after deduction of financial liabilities and other balance sheet items on December 31, 2009, of € 72.7 million compared to € 76.8 million at the same time in the previous year.
The net asset value is a key indicator for the evaluation of real estate investment companies. Based on the 9,347,790 shares in circulation on the balance sheet date, the NAV per share was € 7.78, compared to € 8.16 in the previous year.
| Balance sheet NAV | December 31 | |||
|---|---|---|---|---|
| in € thousand | 2009 | 2008 | ||
| Market value of properties | 137,587 | 130,740 | ||
| Equity-accounted participations | 47,442 | 48,443 | ||
| Miscellaneous assets minus mis cellaneous liabilities |
12,683 | 13,150 | ||
| Minority interests | -15,296 | -16,505 | ||
| Financial liabilities | -108,316 | -94,257 | ||
| Other liabilities | -1,380 | -4,784 | ||
| Net asset value | 72,720 | 76,787 | ||
| Net asset value per share * | 7.78 | 8.16 |
* on balance sheet date December 31, 2008 – based on the 9,406,882 circulating shares
The "Best Practice Recommendations" of the European Public Real Estate Association (EPRA) provide an acknowledged guideline for supplementing the IFRS reporting for real estate companies with a transparent NAV calculation. The performance figure calculated below (EPRA-NAV) is determined using this guideline. As deferred taxes are not relevant to Fair Value REIT-AG due to its REIT status, the EPRA-NAV figure also equates to the NNAV performance figure applied by some experts.
| EPRA-NAV | December 31 | |||
|---|---|---|---|---|
| in € thousand | 2009 | 2008 | ||
| NAV pursuant to consolidated balance sheet |
72,720 | 76,787 | ||
| Market value of derivative financial instruments |
5,027 | 4,217 | ||
| Thereof due to minority interests | -421 | -350 | ||
| Market value of derivative financi al instruments of equity-accoun ted participations (proportionate) |
4,196 | 3,899 | ||
| EPRA -NAV |
81,522 | 84,553 | ||
| EPRA -NAV per share * |
8.72 | 8.99 |
To our shareholders Group management report Consolidated financial
* on balance sheet date December 31, 2008 – based on the 9,406,882 circulating shares
Remuneration paid to the Management Board consists of basic remuneration as well as variable remuneration. The total remuneration equates to 1.25% of the annual dividend payments or to the basic remuneration, whichever is the larger sum. The remuneration does not consist of any bonuses involving long-term incentives or elements involving the taking of risks.
In addition, the Management Board receives payments equating to the contributions normally made by employers to the statutory pension insurance scheme so that investment instruments may be used to ensure future security. For the current Managing Director, a pension commitment with an accompanying reinsurance policy provided by a previous employer was taken over. The Managing Director is also entitled to a company car with a maximum purchase price of € 45,000 plus VAT, which is also available for private use. Further information, as well as itemised details of the remuneration received by the current Managing Director as well as the board member that left during 2009, are available in the Notes to the Consolidated Financial Statement.
Remuneration paid to members of the Supervisory Board consists of fixed remuneration of € 5,000 per annum and a performance related remuneration of € 1 per € 1,000 of distributed dividends. This variable part of the remuneration is limited to a maximum sum of € 25,000. The chairperson receives double remuneration and the vice-chairperson receives one and a half times the fixed and variable remuneration of a normal member of the board. Further information and details of the total remuneration payable to the Supervisory Board are available in the Notes.
The company's equity capital is divided into 9,406,882 shares with voting rights of the same class. On the balance sheet date, the company held 59,092 of its own shares, meaning that there were only 9,347,790 shares in circulation at that point in time. The shares can be freely transferred in accordance with applicable legal provisions for the bearer of the shares.
In compliance with § 11 para. 4 of the REIT Act, no single shareholder may directly hold 10% or more of the shares or the voting rights (maximum participation limit). If the maximum participation limit is exceeded, the relevant shareholder must demonstrate in a suitable form that its direct participation has been reduced accordingly within two months request by the Management Board. A continued breach of the maximum participation limit can, in accordance with the articles of association, lead to transfer without compensation of the surplus shares or to a compulsory withdrawal of these shares without compensation.
No shareholder directly holds 10% or more of the voting rights. Indirectly, the voting rights held by UniCredito Italiano S.p.A. in Milan, Bayerische Hypound Vereinsbank AG in Munich, Wealth Management Capital Holding GmbH in Munich, H.F.S. Hypo-Fondsbeteiligungen für Sachwerte GmbH in Munich, WealthCap Real Estate Management GmbH in Munich and H.F.S. Zweitmarktfonds Deutschland 2 GmbH & Co. KG in Ebersberg amount to 30.46%.
IC Immobilien Holding AG in Unterschleißheim has voting rights of 18.09% held directly and indirectly.
Exceeding the maximum participation limit via indirect holdings is permissible.
No shares with special rights conferring supervisory powers have been issued.
If employees of the company have participations, these exercise their rights as shareholders directly.
Changes to the articles of association require a majority of 75% of the votes cast by those participating in the passing of the resolution at the Annual General Meeting, as stipulated in the German Stock Corporation Act (Aktiengesetz).
The determination of the number and the appointment of the ordinary Management Board members and the deputy Management Board members, the conclusion of employment contracts and the revocation of appointments are carried out by the Supervisory Board.
With the approval of the Supervisory Board, the Management Board is permitted to increase the equity capital of the company one or more times until September 2, 2012 to a total of € 21.25 million by issuing new bearer shares in exchange for cash and/or contributions in kind.
There is no agreement in place with the Management Board that is subject to a change of control in the company resulting from a takeover bid.
There are no compensatory agreements in place in favour of the Management Board or employees concerning possible takeover bids.
Corporate governance statement pursuant to § 289a HGB:
On March 15, 2010, the Fair Value REIT-AG Management Board submitted a declaration regarding corporate governance pursuant to § 289 a HGB and also published this statement on the www.fvreit.de website in the Investor Relations section, under the heading Corporate Governance.
A pre-requisite for the exemption of REIT-AG from corporation and trade tax is the fulfilment of the provisions stipulated in sections 8 – 15 of the German REIT Act (REITG).
Proof of compliance with the provisions is to be provided on the balance sheet date and confirmed by the auditor. The auditor's confirmation is based on declarations made by the Management Board regarding compliance with the requirements of sections 11 and 13 (distribution of shareholders and minimum distributions issued) as well as sections 12, 14 and 15 (asset and income requirements, preclusion of real estate trading and verification of minimum equity capital).
The Management Board must provide declarations for the auditor that clearly document compliance with the requirements of the REIT Act.
Due to the conclusion of a rental agreement on March 4, 2010, regarding the logistics property in Cologne held by the subsidiary BBV 06, the space in this building that was still vacant on the balance sheet date (8,220 m²) will be fully occupied from May 1, 2010. This will result in 50% of the existing vacancies in the Group's properties on the balance sheet date being eliminated.
In addition, at the beginning of January 2010, the associated company IC 15 entered into a legally binding agreement addendum with comdirect bank regarding the premature exercising of an extension option for the property in Quickborn. The secured duration of the lease has thereby been extended by 5 years, until the end of May 2017. In exchange for the early exercising of the option, the rent for the office space has been reduced from January 2010 to the current market level of € 8.20 / m². Furthermore, the tenant will receive two equal instalments, in mid-2010 and mid-2011, of a ring-fenced building grant amounting to € 110,000. This grant is to be used by the tenant to implement measures agreed with the owner that optimise the property's energy consumption.
The Fair Value REIT-AG risk management system is an integral part of the management and control of the Fair Value Group. It enables all risks relevant to the business operations of Fair Value to be identified as early as possible, analysed, evaluated and managed.
The risk management system is included in the regular reporting to the Management Board and the Supervisory Board in order to ensure capacity to act and efficiency in terms of handling risks. The company's risk strategy also covers the external service provider IC Immobilien Service GmbH, a subsidiary of IC Immobilien Holding AG based in Unterschleißheim near Munich. The service provider supports the management of Fair Value with regard to the identification, notification, assessment and management of current and potential risks. Risk control and reporting are carried out centrally by the management of Fair Value REIT-AG. This ensures that the Management Board is informed in a timely manner of all significant risks and receives up-to-date information in order to be able to initiate suitable measures.
The internal accounting control system has been implemented with the goal of ensuring adequate certainty in the internal and external accounting and reporting processes by establishing suitable control mechanisms so that that the annual statement and the consolidated financial statement can be issued in accordance with legal provisions.
Based on the contractual arrangements with the service provider ICIS, which is responsible for the property management of the directly owned real estate of Fair Value REIT-AG as well as the company's and the Group's accounting activities, Fair Value REIT-AG is integrated in the budgeting process not only for the directly held but also the indirectly held properties. The company receives property, fund and portfolio information at least every quarter, in accordance with its specifications. The company is thereby informed of any important and contractually relevant events and of any deviations made from the plans. The assessments are analysed and examined for plausibility and recognisable risks. Any apparent risks are assessed and reported to the Supervisory Board in regular or ad-hoc risk reports.
The Fair Value REIT-AG risk management system allows the early identification, analysis and management of risks that could lead to significantly incorrect statements in internal and external reports. The service provider for the company's and the Group's accounting processes is included in this system.
The services include the following in particular
The accounting process of the Group is being monitored by ICIS and Fair Value REIT-AG using an effective internal control system in order to ensure the correctness of the Group's accounting and the compliance with legal provisions. Key aspects in this respect include clear allocation of responsibilities and controls with application of the double check ("four-eyes") principle, the principle of separation of functions, suitable access regulations for the computer systems relevant for the financial statements and reasonable consideration of identified and assessed risks.
The company makes use of external experts or relies on external expert advice from the subsidiaries for the property valuations and the evaluation of pension obligations.
Taking into account the size of the company, Fair Value REIT-AG has decided not to establish an internal audit function. At least once a year, as part of the auditing of the annual financial statements, the auditor must assess whether the Management Board has complied in a suitable way with the obligation to establish a monitoring system in accordance with § 91 para. 2 of the German Stock Corporation Act (AktG) for the early identification of any risks that pose a threat to the company's continued existence and to determine if the monitoring system adequately fulfils the task for which it is intended.
In order to be able to identify developments entailing risk as early as possible, Fair Value continually monitors macroeconomic and segment-specific developments in the real estate and financial sectors as well as the processes in the Fair Value Group. In order to provide a structure to the risks, the above types of risk are defined in a risk overview:
| Risks from operating activities |
Risks from investing activities |
Risks from financing activities |
Other risks |
|---|---|---|---|
| Leasing | Property selection | Equity | Legal conditions |
| Property management | Due diligence | Liquidity | Tax conditions |
| Valuation | Sales | Liabilities | Overall economy |
| Processes/infrastructure | REIT-AG risks | Industry-specific | |
| Insurance | Risks from REIT status | ||
| Team | |||
| Liability | |||
| Litigation | |||
The risks identified by means of the risk overview are carefully analysed. Potential damage will be determined and allocated a probability of occurring. Scenario analyses are then used to determine the potential impact on the financial results of the Fair Value Group.
Fair Value's risk control entails monitoring the success achieved with regard to handling and managing risks. This serves to continually assess the correct functioning of the risk management system and thus provide the basis for possible adjustments and further development.
The responsible member of staff decides, together with the Management Board if required, about the measures to be implemented in order to handle the risks.
There are risks relating to possible rent reductions, loss of rent and vacancies. In addition, it may not always be possible to implement index-related rent increases in full, immediately or indeed at all. In extreme cases, rents may also fall as a result of being index-linked.
There is a risk that unexpected costs for maintenance and repair work or for adapting properties to contemporary requirements may arise.
Changes in the value of directly and indirectly held properties have an impact, directly and indirectly, on the corporate value of Fair Value REIT-AG. Due to the current weak economic situation, there is an increased risk in the mid-term of further valuation losses of the property portfolio. This can influence assets, the balance sheet and the financing conditions (see debt).
An internal organisation and risk monitoring structure has been implemented at Fair Value REIT-AG. In order to protect against IT risks, Fair Value REIT-AG maintains its own network that is protected from external access and attacks. The securing of data by means of backup procedures is carried out a number of times each week. In addition, a backup of all the data is deposited in a bank vault each week.
There is a risk that Fair Value is not insured for certain damages to the extent necessary.
Fair Value could lose its Management Board and staff or could not be in a position to replace staff that have left with suitably qualified new employees.
Risks may arise for Fair Value REIT-AG due to the dependence on the performance of the service provider IC Immobilien Service GmbH.
With regard to leasing and selling real estate and property holding companies, there is risk relating to the provision of guarantees against defects in material and title. Fair Value REIT-AG is liable as a limited partner in real estate funds up to the level of its capital contribution and provides unlimited liability as a partner of a civil law partnership.
There is a risk that Fair Value may get involved in legal disputes with tenants, property buyers and sellers, shareholders or partners in participations. There is currently one case of litigation pending with an estimated cost risk for the company of approximately € 15,000.
The business activities of Fair Value are dependent on the acquisition and marketing of suitable commercial properties and property funds at reasonable prices and conditions.
Due to possible incorrect assessments, unforeseen problems or the occurrence of risks that have not been recognised, investments in real estate assets may develop negatively. Investments in holdings in property funds could develop in a disadvantageous way due to incorrect assessments or negative developments in the property market or the market for holdings in property funds.
The sale of real estate assets by Fair Value is subject in general, and in particular considering the current financial and economic crisis, to the risk of falls in the sale prices of properties, incorrect assessments of the market value of properties and warranty claims made by purchasers.
The business activities and the aimed for growth of Fair Value REIT-AG are influenced by the future acquisition of equity capital and debt and thus also by general interest rate levels.
To our shareholders Group management report Consolidated financial
Equity capital needs to be increased in order for Fair Value REIT-AG to achieve its desired growth. This is possible with a combination of cash and in kind capital increases. Future capital initiatives may be delayed due to the current difficult situation in capital markets. Unplanned depreciation of properties in the affiliated companies may lead to distributions being classified as capital contribution restitution rather than income and thereby reducing the dividend payment capacity.
Fair Value REIT-AG is dependent on regular income from the direct investments held as well as inflows from the subsidiaries and associated companies. The cash and cash flow from ongoing operational activities are secured for current needs and are adequate from today's perspective to fulfil all liabilities when they become payable for at least the next twelve months.
There is a risk that follow-up financing or credit extensions are not granted in the planned amount or are only granted on unfavourable terms. The same applies for new funding applied for in conjunction with the acquisition of further real estate assets or the acquisition of fund participations.
There is also a general risk relating to interest rate changes. In addition to the interest rate risk, there is a risk that bank refinancing costs ("funding costs") and thus bank margins will increase further.
There is a risk that income from and/or the market value of the properties will fall. This could worsen the loan-to-value ratio (LTV), the debt service coverage
ratio (DSCR) or the debt service capability. As a consequence, Fair Value REIT-AG may be confronted by the need to provide additional security, make additional amortisation payments or make payments to pledged credit accounts as further credit collateral.
The requirement for the debt service coverage ratio for the financing of the "Sparkasse" portfolio was missed by one percentage point. Due to the low difference, the fact that the actual management costs are well below the standard rate applied in calculations and the planning of further development in the occupancy rate, the bank has declined until further notice to enforce its rights in this respect, which would have involved the company having to pay in any surplus from the portfolio to a pledged escrow account. However, the bank expects the required debt service coverage ratio to be complied with by 31 January 2011 at the latest.
On the other hand, the very low interest rates may result, for example in conjunction with property sales, in high compensation payments being due to lenders in the event of early repayment of loans. These would result in a corresponding burden on liquidity.
A pre-requisite for the exemption of REIT-AG from corporation and trade tax is the fulfilment of the conditions in sections 8 – 15 of the REIT Act.
Breaches of these requirements may in some cases lead to immediate loss of the tax exemption. In the event of a violation it is possible in some cases that fines will be applied, while in other cases there may be no immediate consequences. Repeated cases would however lead to a real risk of the tax exempt status being lost.
Depending on the circumstances, this could lead to the requirement for tax payments to be made and would lead to significant cash outflows. If Fair Value REIT-AG does not manage to retain the status of a REIT company, this could have a negative effect on the competitive position of Fair Value. If the REIT status is lost this could also lead to claims for damages being lodged against Fair Value REIT-AG by shareholders.
Fair Value may not be able to exert sufficient influence on its non-controlling interests and may thus be subject to the resolutions of the other shareholders. Legal and fiscal framework conditions may change and have negative effects on Fair Value.
The current weak economic situation presents a short to medium-term risk for the development of rental income, which can also have an indirect effect on the valuation of the Fair Value REIT-AG portfolio.
Fair Value is exposed to strong competition in the real estate sector against which it may not always be able to prevail sufficiently.
The Management Board does not expect any risks to occur in 2010 that could endanger the existence of Fair Value REIT-AG.
Global economic indicators began pointing upwards again during the second half of 2009. As a result, forecasts for the general economic situation in Germany for 2010 and 2011 are becoming increasingly positive. However, a rise in the number of corporate bankruptcies is still expected in the 2010 fiscal year before a more sustained recovery in the economy may become apparent in 2011. Taking this background into account, declining demand for rental space resulting in declining market rents have to be expected in the German commercial property market, in particular with regard to office space, although the German market will remain at a relatively stable level in comparison to other countries. This stability also applies to property markets in the regional centres that form the core of the Fair Value portfolio, as these provide a comparatively high level of income and value stability according to a study of regional real estate centres carried out by DG Hyp.
In parallel to this, low interest rates are expected to continue for the next two years. Low rates of interest payable on investments on the one hand and historically low interest rates for the provision of credit on the other hand will breathe further life into an investment market that is again becoming increasingly active. This development should contribute to a gradual return to positive valuation results in the commercial property sector in the future.
With an income-related occupancy rate of 98.5% for direct holdings and a proportionate rate of 91% for the properties held by subsidiaries, as well as a weighted remaining lease period of 7.1 years, the Fair Value Group's properties form a stable basis for generating income. This is also true to a great extent for the associated companies, which have a proportionate occupancy rate of 97.1% and a weighted remaining lease period of 5.7 years. In total, only around 8% of the rental volumes attributable to Fair Value are scheduled for extensions or follow-up contracts in each of 2010 and 2011. Fair Value REIT-AG is therefore relatively unaffected by the current market situation.
In mid-2011, the loan of € 7.5 million for participation financing is scheduled for follow-up financing or repayment. The Management Board assumes that it will be possible by this point to have made repayments going beyond the minimum contractual amortisation of € 750,000 and is planning to negotiate an extension for the remainder of the loan with the same conditions.
Reflecting the high occupancy rate enjoyed by the Group's properties, the planned rental income amounts to € 14.2 million for 2010 and approximately € 13.9 million for 2011. The propertyrelated operational expenses include planned maintenance and rental costs and are forecasted to amount to approx. € 6.0 million in 2010 and € 4.4 million in 2011. Accordingly, a net rental income of € 8.2 million is expected in 2010 and current planning expects to see an increase in 2011 to € 9.5 million.
General administrative costs within the Group are calculated, on the basis of the current earnings position and the current investment volume, to be approximately € 1.9 million in 2010 and the same in 2011. This equates to a reduction of approximately 19% from the expenditure in 2009 of € 2.3 million (without one-off effects).
The adjusted income from the associated companies is expected to reach a figure of € 3.9 million in 2010 and then increase to € 4.4 million in 2011. The net
interest expenses are expected to be € 5 million for 2010 and € 5.1 million for 2011.
After deduction of the minority interests, the Management Board forecasts an adjusted consolidated net income according to IFRS (EPRA-Earnings) of € 4.2 million, which equates to 45 ct per share.
The forecasted lower EPRA-Earnings for 2010 compared to the result in the year under review (€ 6.0 million) is due to expected result reductions of € 2.4 million, with 66% of this amount arising from planned maintenance and rental costs, 20% from temporary rent losses and the rest from the transfer in ownership of the divested real estate. On the other hand, positive results are planned amounting to € 0.6 million, 25% of which are attributable to lower interest payments on the part of the subsidiary IC 13 and 75% of which comes from reductions of the general administrative expenses.
On the basis of the expected rise in the net rental income and the participation income in 2011, the forecast for the 2011 EPRA-Earnings increases to € 5.5 million, corresponding to 59 ct per share.
The FFO ("Funds from Operations") are forecast to be € 2.7 million for 2010, which corresponds to 29 ct per share and is therefore close to the level in the year being reported (32 ct). The reason for the relatively small deviation of the FFO between the two years compared despite the fall in the net income is the on balance high stability of the distribution strength of the associated companies.
Reflecting the improved net rental income, the FFO will rise in 2011 to € 4.3 million, which corresponds to 46 ct per share.
The Management Board expects further savings to be realised, beyond those already planned, as a result of the refinancing of property loans that can be terminated at short notice in individual affiliated companies. In parallel, the Group is aiming to achieve reductions in administrative costs in the subsidiaries and the associated companies.
Assuming that the potential savings can be realised and result in profit distribution above the planned level by the participations, and including as yet uncertain income from property sales in the context of further portfolio adjustments, the Management Board expects a surplus in terms of German GAAP for 2010 and 2011, subject to possible corporate capital actions. This surplus will allow a dividend of 10 ct per currently outstanding share to be paid in the respective subsequent years, thus complying with the provisions of the REIT legislation.
The current environment in the capital market continues to be mixed and characterised primarily by uncertainty. When the situation improves in a sustainable manner, Fair Value REIT-AG's primary aim will be to push the desired growth in the company's value. This is to be pursued by means of capital increases in kind as well as, subordinated, cash capital increases. These measures should consequently lead to a further reduction in operational costs per share and thereby sustainably increase future dividend potential. Until that time, the Management Board is focusing on equity strength and liquidity.
Munich, March 16, 2010
Fair Value REIT-AG
Frank Schaich
| Note | December 31 | ||
|---|---|---|---|
| € thousand | No. | 2009 | 2008 |
| Assets | |||
| Non-current assets | |||
| Intangible assets | 5 | 4 | 2 |
| Property, plant and equipment | 5 | 12 | 22 |
| Investment property | 6 | 137,587 | 130,740 |
| Equity-accounted investments | 7 | 47,442 | 48,443 |
| Other receivables and assets | 8 | 348 | 2,319 |
| Total non-current assets | 185,393 | 181,526 | |
| Current assets | |||
| Non-current assets available for sale | 9 | 8,237 | 0 |
| Trade receivables | 10 | 1,307 | 1,502 |
| Income tax receivables | 11 | 63 | 0 |
| Other receivables and assets | 12 | 528 | 1,176 |
| Cash and cash equivalents | 13 | 8,281 | 14,039 |
| Total current assets | 18,416 | 16,717 | |
| Total assets | 203,809 | 198,243 |
| Note | December 31 | ||
|---|---|---|---|
| € thousand | No. | 2009 | 2008 |
| Equity and liabilities | |||
| Equity | 14 | ||
| Subscribed capital | 47,034 | 47,034 | |
| Share premium | 46,167 | 46,167 | |
| Reserve for changes in value | (5,446) | (4,575) | |
| Retained earnings | (14,745) | (11,839) | |
| Treasury shares | (290) | 0 | |
| Total equity | 72,720 | 76,787 | |
| Non-current liabilities | |||
| Minority interests | 15 | 15,296 | 16,505 |
| Financial liabilities | 16 | 104,004 | 78,352 |
| Derivative financial instruments | 17 | 5,027 | 4,217 |
| Other liabilities | 18 | 286 | 279 |
| Total non-current liabilities | 124,613 | 99,353 | |
| Current liabilities | |||
| Provisions | 19 | 261 | 334 |
| Financial liabilities | 16 | 4,312 | 15,905 |
| Trade payables | 809 | 1,359 | |
| Other liabilities | 18 | 1,094 | 4,505 |
| Total current liabilities | 6,476 | 22,103 |
To our shareholders Group management report Consolidated financial
statements
Total shareholders' equity and liabilities 203,809 198,243
| Note | Fiscal year | ||
|---|---|---|---|
| € thousand | No. | 2009 | 2008 |
| Rental income | 10,460 | 12,392 | |
| Income from operating and incidental costs | 1,737 | 1,534 | |
| Leasehold payments | (232) | (231) | |
| Real estate-related operating expenses | (3,437) | (2,912) | |
| Net rental result | 22 | 8,528 | 10,783 |
| General administrative expenses | 23 | (2,611) | (3,797) |
| Other operating income | 120 | 566 | |
| Other operating expenses | (204) | (917) | |
| Other operating income and expenses (total) | 24 | (84) | (351) |
| Net income from the sale of investment properties | 0 | 15,661 | |
| Expenses in connection with the sale of investment properties | (190) | (14,316) | |
| Result from sale of investment properties | 25 | (190) | 1,345 |
| Valuation gains | 447 | 381 | |
| Valuation losses | (6,817) | (10,115) | |
| Valuation result | 26 | (6,370) | (9,734) |
| Operating result | (727) | (1,754) | |
| Result from equity-accounted investments | 7 | 1,401 | (7,075) |
| Interest income | 155 | 332 | |
| Interest expense | 27 | (4,680) | (5,239) |
| Income before minority interests | (3,581) | (13,736) | |
| Minority interest in the result | 15 | 945 | 435 |
| Net loss | (2,906) | (13,301) | |
| Earnings per share in € (basic/diluted) | 29 | (0.31) | (1.41) |
To our shareholders Group management report Consolidated financial
| Note | Fiscal year | ||
|---|---|---|---|
| € thousand | No. | 2009 | 2008 |
| Net loss | (2,906) | (13,301) | |
| Other results (expenses directly recorded in equity) | |||
| Change in cash flow hedges | 17 | (702) | (3,904) |
| Thereof due to minority interests | 29 | 210 | |
| Change in cash flow hedges of associated companies | 7 | (198) | (881) |
| (871) | (4,575) | ||
| Comprehensive loss | (3,777) | (17,876) |
statements
| Fiscal year | ||
|---|---|---|
| € thousand | 2009 | 2008 |
| Net loss | (2.906) | (13.301) |
| Adjustments to consolidated earnings for reconciliation to cash flow from operating activities |
||
| Amortization of intangible assets and depreciation of property, plant and equipment | 26 | 11 |
| (Profits) Losses from the disposal of investment properties | 190 | (1.345) |
| Valuation result | 6.370 | 9.734 |
| Income from equity-accounted investments | (1.401) | 7.075 |
| Withdrawals from equity-accounted investments | 1.902 | 2.519 |
| Income from restructuring a financial liability | 0 | (1.469) |
| Loss/profit for minority interests | (945) | (435) |
| Disbursement to minority interests | (397) | (1.256) |
| Result from the valuation of derivative financial instruments | 108 | 88 |
| Expenses connected to compensation payment received | 0 | 1.880 |
| FFO (funds from operations) subtotal | 2.947 | 3.501 |
| Compensation payment received | 0 | 15.438 |
| Expenses connected to compensation payment received | 0 | (1.880) |
| Change in assets, equity and liabilities | ||
| (Increase)/decrease in trade receivables | 249 | (633) |
| (Increase)/decrease in other liabilities | (53) | 3.524 |
| (Decrease)/increase in provisions | (85) | 79 |
| (Decrease)/increase in trade payables | (639) | (1.258) |
| (Decrease)/increase in other liabilities | (3.679) | 2.725 |
| Cash flow from operating activities | (1.260) | 21.496 |
| Fiscal year | ||
|---|---|---|
| € thousand | 2009 | 2008 |
| Cash flow from operating activities | (1,260) | 21,496 |
| Payments for the purchase of interests in associated companies | (67) | (9) |
| Proceeds from the sale of subsidiaries | 0 | 4,705 |
| Investments in investment property/property under construction | (74) | (13,892) |
| Income from the disposal of investment properties | 403 | 15,068 |
| Payment for the acquisition of non-current assets | (250) | (2,300) |
| Income from repayment of non-current assets | 2,300 | 0 |
| Investments in property, plant and equipment and intangible assets | (18) | (2) |
| Cash flow from investment activities | 2,294 | 3,570 |
| Purchase of treasury shares | (290) | 0 |
| Receipts from financial liabilities | 80 | 46,959 |
| Repayment of financial liabilities | (8,421) | (63,367) |
| Cash flow from financing activities | (8,631) | (16,408) |
| Cash effective change of liquid funds | (7,597) | 8,658 |
| Scope of consolidation change | 1,839 | 0 |
| Cash and cash equivalents – start of period | 14,039 | 5,381 |
| Cash and cash equivalents – end of period | 8,281 | 14,039 |
| Additional disclosures: | ||
| Interest received | 164 | 357 |
| Interest paid | 4,547 | 6,917 |
To our shareholders Group management report Consolidated financial
statements
Explanation see Note 32
| € thousand (except for circulating shares) |
Shares in circulation |
Subscri bed capital |
Share premium |
Reserve for changes in value |
Retained earnings |
Own shares | Total |
|---|---|---|---|---|---|---|---|
| Balance at January 1, 2008 | 9,406,882 | 47,034 | 46,167 | 0 | 1,462 | 0 | 94,663 |
| Total net loss | 0 | 0 | 0 | (4,575) | (13,301) | 0 | (17,876) |
| Balance at December 31, 2008 | 9,406,882 | 47,034 | 46,167 | (4,575) | (11,839) | 0 | 76,787 |
| Purchase of treasury shares | (59,092) | 0 | 0 | 0 | 0 | (290) | (290) |
| Total net loss | 0 | 0 | 0 | (871) | (2,906) | 0 | (3,777) |
| Balance at December 31, 2009 | 9,347,790 | 47,034 | 46,167 | (5,446) | (14,745) | (290) | 72,720 |
Notes
To our shareholders Group management report Consolidated financial
statements
Following its registration as an Aktiengesellschaft on July 12, 2007, Fair Value REIT-AG ("the company") has been listed on the stock exchange since November 16, 2007. It became a REIT on December 6, 2007.
As a result of its participation in a total of thirteen closed-end real estate funds, the company must prepare consolidated financial statements. They were released for publication by way of a resolution by the Management Board on March 16, 2010.
The consolidated financial statements are submitted to the electronic federal gazette ("Bundesanzeiger").
Principles of preparation – The consolidated financial statements prepared by Fair Value REIT-AG as the parent company have been prepared according to uniform accounting and valuation methods. The International Financial Reporting Standards (IFRS) from the International Accounting Standards Board (IASB) and the Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) that applied on the balance sheet date and adopted by the European Union were observed in line with Section 315a of the Handelsgesetzbuch (HGB – German Commercial Code). The standards and interpretations for which application was mandatory were used.
Investment property and financial derivatives are measured at their fair values, interests in associated companies are equity-accounted. All other measurements are based on cost.
The consolidated financial statements have been prepared in euros. If not otherwise stated, all amounts are shown in thousands of euros (€ thousand). Rounding differences are possible.
Assets and liabilities are broken down into current and non-current items. Items are regarded as being current if they are due within one year.
The consolidated income statement is prepared using the cost of sales (function of expense) method.
Comparable figures – The figures from the fiscal year from January 1 to December 31, 2008, have been used as comparable figures.
First time application of accounting standards – In fiscal year 2009, application of the following standards or interpretations was mandatory for the first time:
IFRIC 15 Agreements for the Construction of Real Estate
IFRIC 16 Hedges of a Net Investment in a Foreign Operation
Only the amendments to IAS 1 had any effect on the consolidated financial statements, as these now contain an overall income statement for the first time. There were no effects resulting from IFRS 8 "Business Segments", as this standard has been applied voluntarily in previous years.
Accounting standards not yet applied Disclosures endorsed by the EU on December 31, 2009:
The Group is currently reviewing the impact of the above disclosures on the consolidated financial statements. It does not believe that they will have a major impact on earnings or net assets.
Group of consolidated companies and consolidation methods – All subsidiaries are included in the consolidated financial statements. Subsidiaries are companies for which the Group can determine their financial and business policy; in general this is linked to a majority of voting rights. Subsidiaries are included from the day on which the Group obtains control to the end of the control. If a company is acquired, all of the identifiable assets, liabilities and contingent liabilities for the acquired company are measured at their fair values on the date of the acquisition. Interests held by other shareholders are carried according to their interests at the fair value of the identifiable assets, liabilities and contingent liabilities.
Any difference remaining after the Group's acquisition costs are netted with the Group's interest in the newly measured net assets is carried as goodwill if this is a positive figure or recognized in income if this is negative.
The consolidated financial statements include Fair Value REIT-AG together with six subsidiaries as part of full consolidation:
| Voting rights / | |||
|---|---|---|---|
| Fixed capital interest in% | |||
| December 31 | |||
| 2009 | 2008 | ||
| IC Fonds & Co. Büropark Teltow KG, Regensburg |
|||
| ("IC 07") | 75.73 | 75.73 | |
| IC Fonds & Co. Forum Neuss KG, Regensburg ("IC 03") |
71.58 | 71.58 | |
| IC Fonds & Co. München Karlsfeld KG, Regensburg ("IC 01") |
55.79 | 55.79 | |
| BBV Immobilien-Fonds Nr. 6 GmbH & Co. KG, Munich ("BBV 06") |
55.55 | 54.89 | |
| BBV Immobilien-Fonds Nr. 3 GmbH & Co. KG, Munich ("BBV 03") |
53.79 | 53.69 | |
| IC Fonds & Co. Gewerbe portfolio Deutschland 13. KG, Regensburg ("IC 13") |
50.04 | 49.86 |
The slight changes in individual participation levels are based on other partners exiting and on roundings. The participation in IC 13 during the 2009 fiscal year was 49.86% and was therefore equity-accounted. As a result of other partners exiting, the participation level on December 31, 2009, had risen to 50.04%. IC 13 was therefore fully consolidated in the balance sheet on December 31, 2009. See Note 4 c for details.
To our shareholders Group management report Consolidated financial
statements
Intra-group receivables and liabilities and intra-group income and expenses are netted. Unrealized gains from business transactions between group companies are eliminated in full. The subsidiaries' financial statements included in the consolidated financial statements were adjusted to the Group's accounting principles and methods.
Investment property – Investment property comprises land and buildings that are used to generate rental income or for appreciation. Investment property is initially carried on the date of its acquisition at cost including transaction costs. Acquisition costs also include later costs for expansion or maintenance work which increases value. Subsequent valuations are at fair value. According to IAS 40, this is preferably to be identified based on ascertained market prices or by comparison with sufficiently identical measurement properties. However, the Group's properties differ in terms of age, location, fittings and size. As a result, these are valued based on the discounted cash flow method (DCF method), taking into account the existing rental contracts and current market yield requirements. The resulting fair value is identical to the fair market value as defined by the Royal Institution of Chartered Surveyors (RICS) in its Red Book:
"The fair market value is the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."
The fair market values of all properties are to be identified once a year by an independent expert. Changes in the value are recognized as income in the income statement.
Interests in associated companies – Interests in associated companies are accounted for at equity. Associated companies are companies for which the Group has a significant influence on their business and financial policy, however that it does not control them; as a rule this is linked to an interest and voting rights of between 20% and 50%. Interests are carried at cost. If the acquisition costs are lower than the fair value of the proportionate net assets of the associated company, the resulting negative difference is reversed and recognized in income. The interest is thus carried above cost. As a result, the carrying amount of the interests increases or decreases in line with the shareholder's interest in the earnings for the period. Distributions received from an investee reduce the carrying amount of the participation. The financial statements for the participating interests measured at equity are adjusted to the Group's accounting principles and methods.
Participations in the eight following associated companies have been equity-accounted in the consolidated financial statements. With this method, the participation in IC13 is only taken into account in terms of earnings, due to the above mentioned change in status.
| Voting rights/ Fixed capital interest in% December 31 |
||
|---|---|---|
| 2009 | 2008 | |
| IC Fonds & Co. Gewerbe portfolio Deutschland 13. KG, Regensburg ("IC 13") |
50.04 | 49.86 |
| BBV Immobilien-Fonds Nr. 14 GmbH & Co. KG, Munich ("BBV 14") |
45.09 | 45.02 |
| IC Fonds & Co. Schmidt Bank-Passage KG, Regens burg ("IC 12") |
40.22 | 40.22 |
| BBV Immobilien-Fonds Erlangen GbR, Munich ("BBV 02") |
39.68 | 38.94 |
| IC Fonds & Co. Gewerbeob jekte Deutschland 15. KG, Regensburg ("IC 15") |
38.37 | 38.34 |
| BBV Immobilien-Fonds Nr. 10 GmbH & Co. KG, Munich ("BBV 10") |
38.37 | 38.31 |
| IC Fonds & Co. Rabenstein center KG, Regensburg ("IC 10") |
26.14 | 26.14 |
| BBV Immobilien-Fonds Nr. 9 GmbH & Co. KG, Munich ("BBV 09") |
25.10 | 24.93 |
Slight increases in the participations on the balance sheet date with regard to BBV 09 und BBV 10 have resulted from the purchase of units (see Note 4a) and, in the other cases, from other partners exiting.
Impairment – On each balance sheet date, the Group reviews the carrying amounts of the equityaccounted investments, the properties under construction and, if necessary the intangible assets and property, plant and equipment to ascertain if there are any indicators that these could be impaired. In this case, the recoverable amount of the respective
asset is identified in order to determine the scope of any adjustment to its value that may have to be performed. The recoverable amount corresponds to the fair value less selling costs or the value in use; the higher value applies. The value in use corresponds to the present value of the anticipated cash flows. An interest rate that corresponds to market conditions is used for discounting. If the recoverable amount of an asset is lower than its book value, the value of the asset is adjusted immediately.
If there is doubt surrounding the collection of receivables and other assets, these are carried at the lower amount which can be realized.
If, after impairment has been performed, a higher recoverable amount results at a later date, the asset is written up. The write-up is restricted to the amortized carrying amount which would have resulted if the asset had not been impaired in the past. The write-up is reflected in income.
Minority interests – Minority interests in the real estate partnerships included in the consolidated financial statements have the right to terminate their participating interests. As a result, these shareholders' interests in the subsidiary's capital are regarded as potential compensation claims within the meaning of IAS 32 and are carried as liabilities on the consolidated balance sheet. When they are first carried, they are measured at their fair value which corresponds to the minority interest in the net asset value of the respective company. Thereafter the liability is carried at amortized cost. Profits increase the liability, losses and distributions reduce the liability. The liability carried thus corresponds to the minority interest's computed interest in the net assets of the respective subsidiary carried on the consolidated balance sheet at book values.
Liabilities to banks – Liabilities to banks are measured at their fair value (= cost). In the case of newly assumed liabilities, cost is the repayment amount less any directly allocable transaction costs. In the case of subsidiaries' liabilities, which result for the Group as part of initial consolidation, cost corresponds to the market value of these liabilities on the date of initial consolidation. Any difference between cost and the repayment amount is distributed over the fixed-interest period by adjusting the carrying amount and reflecting this in income with each installment.
To our shareholders Group management report Consolidated financial
statements
Derivative financial instruments – These are interest rate hedges for loans with variable interest rates. They are measured at their fair value. The fair value is the present value of the anticipated future payments, based on publicly available interest rates. If the conditions of IAS 39.88 for hedge accounting apply (designation and documentation as well as regular evidence of the effectiveness of the hedge), changes in the fair value are taken directly to equity under a separate item. If these conditions do not apply, the changes in the fair value are recognized in income.
Provisions – Provisions are formed if there is a legal or effective obligation from past events, and if this obligation is likely to lead to an outflow of funds for which the amount can be reliably estimated.
Recognition of income and expense – Rental income is recognized for a specific period in line with the term of the rental agreements and taking incentive agreements into account. If a property is sold, the earnings are recognized when the opportunities and risks associated with ownership (ownership, risks and rewards) are transferred to the purchaser. Operating expenses are recorded when the service is used. Interest is accrued and carried as expenses taking the effective interest rate method into account. Borrowing costs for qualified assets are capitalized.
If no ascertained market prices are available, the management or an expert it engages must make estimates and assumptions to identify fair values. All estimates and assumptions are made to the best of their knowledge and belief, in order to ensure a true and fair view of the Group's financial position and results of operations.
Fair values must be identified in particular for:
c) Impairment of equity-accounted participations – Each balance sheet date, the management must estimate whether there is any reason that the carrying amount could possibly be impaired. In this event the recoverable amount of the affected asset has to be estimated. The recoverable amount corresponds to the fair value less selling costs or the value in use if this is higher. The carrying amounts of the participating interests measured at equity totaled € 47,442 thousand on December 31, 2009 (2008: € 48,443 thousands).
Although the management believes that the assumptions made for all of the estimates are realistic and reasonable, it cannot be ruled out the fact that the carrying amounts may have to be changed as a result of changes to the underlying conditions and market developments in future.
In the 2009 fiscal year, Fair Value REIT-AG increased its participation in the BBV Immobilien-Fonds Nr. 9 GmbH & Co. KG by a nominal value of € 175,000. The purchase price was € 57,000. In addition, units with a nominal value of € 50,000 in the BBV Immobilien-Fonds Nr. 10 GmbH & Co. KG were acquired for a purchase price of € 10,000. The purchase prices were settled with cash.
None of Fair Value REIT-AG's holdings were sold during the reporting period.
As a result of other partners exiting, the participation level in IC 13 increased to 50.04%. The fund was therefore fully consolidated in the balance sheet on December 31, 2009. The associated assets and liabilities thus included in the consolidated balance sheet are as follows.
| Investment property | 21,380 |
|---|---|
| Trade receivables | 54 |
| Other receivables and assets | 34 |
| Cash and cash equivalents | 1,839 |
| Provisions | (12) |
| Financial liabilities | (22,400) |
| Trade payables | (89) |
| Other liabilities | (69) |
| Minority interest | (368) |
| Net assets | 369 |
The change in status was implemented by rebooking the equity-accounted participations. The rebooked amount consists of the following:
If the change in status had already taken place as of January 1, 2009, revenues of the Group would have amounted to € 15,103 thousand instead of € 12,197 thousand and the consolidated loss would have totalled € 2,686 thousand instead of € 2,906 thousand.
To our shareholders Group management report Consolidated financial
statements
| thousand € | Intangible assets (Software) |
Property, plant and equipment (office and opera ting equipment) |
|---|---|---|
| Acquisition costs | ||
| Balance at January 1, 2008 | 2 | 33 |
| Additions | 0 | 1 |
| Disposals | 0 | 0 |
| As of December 31, 2008 | 2 | 34 |
| Additions | 3 | 15 |
| Disposals | 0 | 0 |
| Balance at December 31, 2009 | 5 | 49 |
| Accumulated depreciation, amortization and write-downs | ||
| Balance at January 1, 2008 | 0 | (2) |
| Additions | 0 | (10) |
| Disposals | 0 | 0 |
| As of December 31, 2008 | 0 | (12) |
| Additions | (1) | (25) |
| Disposals | 0 | 0 |
| Balance at December 31, 2009 | (1) | (37) |
| Carrying amounts | ||
| Balance at January 1, 2008 | 2 | 31 |
| As of December 31, 2008 | 2 | 22 |
| Balance at December 31, 2009 | 4 | 12 |
| Direct | |||
|---|---|---|---|
| thousand € | investments | Participations | Total |
| Acquisition costs | |||
| Balance at January 1, 2008 | 51,615 | 98,880 | 150,495 |
| Additions (subsequent acquisition costs) | 217 | 200 | 417 |
| Reclassification from available-for-sale | 0 | 5,800 | 5,800 |
| Reclassification from properties under construction | 14,041 | 0 | 14,041 |
| Disposals | (14,041) | (275) | (14,316) |
| As of December 31, 2008 | 51,832 | 104,605 | 156,437 |
| Additions (subsequent acquisition costs) | 0 | 74 | 74 |
| Additions – change of status IC 13 – | 0 | 21,380 | 21,380 |
| Reclassification | 0 | (38) | (38) |
| Reclassification to available-for-sale | 0 | (8,050) | (8,050) |
| Balance as of December 31, 2009 | 51,832 | 117,971 | 169,803 |
| Changes in value | |||
| Balance as of January 1, 2008 | (1,655) | 1,230 | (425) |
| Reclassification from available-for-sale | 0 | (100) | (100) |
| Write-ups | 0 | 381 | 381 |
| Write-downs | (2,907) | (22,646) | (25,553) |
| As of December 31, 2008 | (4,562) | (21,135) | (25,697) |
| Write-ups | 115 | 332 | 447 |
| Write-downs | (1,858) | (4,959) | (6,817) |
| Reclassification | 0 | 38 | 38 |
| Reclassification to available-for-sale | 0 | (187) | (187) |
| Balance as of December 31, 2009 | (6,305) | (25,911) | (32,216) |
| Fair values | |||
| Balance as of January 1, 2008 | 49,960 | 100,110 | 150,070 |
| As of December 31, 2008 | 47,270 | 83,470 | 130,740 |
| Balance as of December 31, 2009 | 45,527 | 92,060 | 137,587 |
There were a total of 52 properties on December 31, 2009, with 43 freehold properties, 7 properties in co-ownership owned and 2 leasehold properties. Compared to December 31, 2008, the number of properties in the portfolio decreased by one. Four properties in the investment portfolio that were sold during the fiscal year 2009 but for which the closing will occur only in 2010, were reclassified as noncurrent assets available for sale, and three properties were added as a result of the amendment of the consolidation basis (full inclusion of IC 13).
Properties with a carrying amount of € 130,767 thousand (2008: € 121,600 thousand) are encumbered with mortgages as collateral for liabilities to banks. There are pre-emptive rights for the user or leaseholder for a hotel in Hanover and a supermarket in Frechen. There are no other material restrictions on the sale of properties or contractual agreements to improve properties. The order commitment for maintenance work commissioned totals € 155 thousand (2008: € 324 thousand).
To our shareholders Group management report Consolidated financial
statements
There are obligations from two long-term leasehold agreements (residual periods of 30 and 46 years) which lead to future annual leasehold payments of € 24 thousand. The agreements include index clauses.
CB Richard Ellis GmbH, Frankfurt/Main ascertained the properties' fair value using the DCF method on a property-by-property basis. The cash flows for a ten year period are forecast in detail; sustained rental income is assumed for the period thereafter. The value of this capital is identified based on property related capitalization rates of between 5.7% and 7.5% (2008: 5.4% to 7.6%) and taking into account estimated selling costs incurred after ten years. The surplus income for the ten-year period and the capital value resulting after this period has expired are discounted to the valuation date using discount rates of between 6.5% and 8.1% (2008: 6.2% to 8.2%) depending on the specific property, less the estimated incidental acquisition costs for a potential purchaser.
The resulting write-downs (valuation losses) for the properties were due in particular to the adjustment to the capitalisation and discount rates and the reversal of the advantage from some of the existing rental agreements that were concluded with rent above the current market level ("over-rents"). Eight properties (2008: two) had unchanged values or, in some cases, valuation increases, which resulted from the rental situation and specific property improvements.
The minimum rental income that can be generated from investment properties in future until the earliest possible date that the rental agreements can be terminated is as follows:
| December 31 | |||
|---|---|---|---|
| thousand € | 2009 | 2008 | |
| within one year | 11,994 | 9,887 | |
| between one to five years | 32,020 | 30,438 | |
| after more than five years | 25,631 | 32,228 | |
| 69,645 | 72,553 |
This does not include rent increases from index adjustments agreed upon in the rental agreements.
There were contingent rental payments in fiscal year 2009 totaling € 146 thousand (2008: € 276 thousand) from the rental of a hotel property. This relates to the sales-related portion of the rent, which exceeds the minimum rent. There were no major index-related rent adjustments.
| thousand € | IC 10 | IC 12 | IC 13 | IC 15 | BBV 02 | BBV 09 | BBV 10 | BBV 14 | Total |
|---|---|---|---|---|---|---|---|---|---|
| Proportionate equity | |||||||||
| As of January 1, 2008 | 132 | 2,662 | 2,023 | 6,853 | 210 16,510 22,248 15,824 | 66,462 | |||
| Additions (=acquisition costs) | 0 | 9 | 0 | 0 | 0 | 0 | 0 | 0 | 9 |
| Withdrawals | 0 | (84) | (147) | (146) | (1) | (1,773) | (365) | (3) | (2,519) |
| Proportion of earnings | (156) | (75) | (318) | (820) | (26) | (2,509) | (2,308) | (397) | (6,609) |
| Loss from cash flow hedge | 0 | 0 | 0 | 0 | 0 | 0 | (881) | 0 | (881) |
| As of December 31, 2008 | (24) | 2,512 | 1,558 | 5,887 | 183 12,228 18,694 15,424 | 56,462 | |||
| Additions (=acquisition costs) | 0 | 0 | 0 | 0 | 0 | 57 | 10 | 0 | 67 |
| Income from beneficial acquisition of | |||||||||
| participation | 0 | 0 | 0 | 0 | 0 | 28 | 16 | 0 | 44 |
| Withdrawals | 0 | 0 | (1) | (151) | 0 | (512) | (728) | (510) | (1,902) |
| Proportion of earnings | (45) | (67) | (619) | 593 | 3 | (231) | (511) | 840 | (37) |
| Loss from cash flow hedge | 0 | 0 | 0 | 0 | 0 | 0 | (198) | 0 | (198) |
| Reclassification (status change) | 0 | 0 | (938) | 0 | 0 | 0 | 0 | 0 | (938) |
| As of December 31, 2009 | (69) | 2,445 | 0 | 6,329 | 186 11,570 17,283 15,754 | 53,498 | |||
| Value adjustment | |||||||||
| As of January 1, 2008 | (107) | (209) | (602) | (802) | (111) | (1,340) | (2,137) | (2,245) | (7,553) |
| Change | 131 | (6) | (103) | 21 | 33 | 0 | (187) | (355) | (466) |
| As of December 31, 2008 | 24 | (215) | (705) | (781) | (78) | (1,340) | (2,324) | (2,600) | (8,019) |
| Change | 45 | 19 | 136 | 77 | 1 | 160 | 480 | 476 | 1,394 |
| Reclassification (status change) | 0 | 0 | 569 | 0 | 0 | 0 | 0 | 0 | 569 |
| As of December 31, 2009 | 69 | (196) | 0 | (704) | (77) | (1,180) | (1,844) | (2,124) | (6,056) |
| Carrying amounts | |||||||||
| As of January 1, 2008 | 25 | 2,453 | 1,421 | 6,051 | 99 | 15,170 | 20,111 | 13,579 | 58,909 |
| As of December 31, 2008 | 0 | 2,297 | 853 | 5,106 | 105 | 10,888 | 16,370 | 12,824 | 48,443 |
| As of December 31, 2009 | 0 | 2,249 | 0 | 5,625 | 109 10,390 15,439 13,630 | 47,442 |
To our shareholders Group management report Consolidated financial
The earnings from associated companies carried in the income statement are broken down as follows:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Ongoing earnings | ||
| Proportionate valuation result | (5,384) | (10,744) |
| Other ongoing earnings | 5,347 | 4,135 |
| Proportion of earnings | (37) | (6,609) |
| Income from beneficial acquisition of | ||
| participation | 44 | 0 |
| Resolution of (addition to) | ||
| value adjustment | 1,394 | (466) |
| Income from equity-accounted | ||
| participations | 1,401 | (7,075) |
The fact that the company's market capitalization on December 31, 2009, was lower than its net asset value gave rise to impairment testing for the carrying amounts of the interests in associated companies. This showed that the value in use of the participating interests was lower than the proportionate equity of the associated companies. This difference in value is due to the fact that non-property related costs are incurred in the funds (fund management, trustee fees, audit and consulting costs, management and liability payments, annual report, etc), which are not taken into account in the properties' valuation, however which have to be covered from income from the properties and which reduce the funds' results.
In the calculations, it is assumed that the holding period for the properties is not longer than ten years (from the balance sheet date) and that the nonproperty related costs will not be incurred for longer than ten years. The discount rates were identified fund-by-fund, based on the interest rates used in the property valuations dated December 31, 2009. These totaled between 6.47% and 7.20% (2008: 6.38% to 7.20%).
The cumulative value adjustments of € 1,394 thousand were released to the income statement. This resulted primarily from reduced earnings-related corporate costs.
All interests in equity-accounted investments are pledged as collateral for a bank loan valued at € 7,500 thousand as of December 31, 2009 (2008: € 13,453 thousand).
The following tables provide additional financial information about the equity-accounted associated companies. The statements are based on the Group's proportionale holding in the respective company
rather than on a 100% holding. The proportionate share of the assets and liabilities of these companies on December 31, 2009, and December 31, 2008, is as follows:
| IC 10 | IC 12 | IC 13 | IC 15 | BBV 02 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (consolidated) | ||||||||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Fair Value REIT-AG's share | 26.14% 26.14% 40.22% 40.22% 50.04% 49.86% 38.37% 38.34% 39.68% 38.94% | |||||||||
| Property, plant and equipment | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 33 | 0 | 0 |
| Investment property | 2,337 | 2,400 | 2,952 | 3,121 | 0 | 11,767 | 13,472 | 13,246 | 655 | 689 |
| Trade receivables | 33 | 20 | 71 | 92 | 0 | 20 | 63 | 20 | 12 | 7 |
| Other receivables and assets | 0 | 1 | 1 | 2 | 0 | 17 | 249 | 41 | 13 | 1 |
| Cash and cash equivalents | 46 | 72 | 392 | 296 | 0 | 639 | 1,566 | 1,963 | 55 | 84 |
| Provisions | (3) | (3) | (4) | (6) | 0 | (8) | (9) | (12) | (1) | 0 |
| Financial liabilities | (1,977) | (2,003) | (936) | (960) | 0 (10,834) | (8,816) | (9,190) | (533) | (544) | |
| Derivative financial instruments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Trade payables | (3) | (12) | (15) | (19) | 0 | (28) | (41) | (12) | (7) | (46) |
| Other liabilities | (502) | (499) | (16) | (14) | 0 | (15) | (158) | (202) | (8) | (8) |
| Net assets on December 31 | (69) | (24) | 2,445 | 2,512 | 0 | 1,558 | 6,329 | 5,887 | 186 | 183 |
| BBV 09 | BBV 10 | BBV 14 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Fair Value REIT-AG's share | 25.10% 24.93% 38.37% 38.31% 45.09% 45.02% | |||||||
| Property, plant and equipment | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 33 |
| Investment property | 31,325 | 32,721 | 44,985 | 47,037 | 37,840 | 38,122 133,566 149,103 | ||
| Trade receivables | 43 | 30 | 89 | 111 | 216 | 67 | 527 | 367 |
| Other receivables and assets | 85 | 86 | 10 | 2 | 478 | 379 | 836 | 529 |
| Cash and cash equivalents | 1,883 | 1,749 | 2,468 | 2,407 | 767 | 1,040 | 7,177 | 8,250 |
| Provisions | (10) | (6) | (9) | (10) | (12) | (14) | (48) | (59) |
| Financial liabilities | (18,981) | (19,603) | (28,324) | (29,281) | (23,193) | (23,896) | (82,760) | (96,311) |
| Derivative financial instruments | (2,538) | (2,446) | (1,658) | (1,453) | 0 | 0 | (4,196) | (3,899) |
| Trade payables | (30) | (87) | (196) | (41) | (226) | (166) | (518) | (411) |
| Other liabilities | (207) | (216) | (82) | (78) | (116) | (108) | (1,089) | (1,140) |
| Net assets on December 31 | 11,570 | 12,228 | 17,283 | 18,694 | 15,754 | 15,424 | 53,498 | 56,462 |
| IC 10 | IC 12 | IC 13 | IC 15 (consolidated) |
BBV 02 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Fair Value REIT-AG's share | 26.14% 26.14% 40.22% 40.22% 50.04% 49.86% | 38.37% 38.34% 39.68% 38.94% | ||||||||
| Rental income | 183 | 183 | 210 | 243 | 1,276 | 1,363 | 1,190 | 1,294 | 92 | 55 |
| Income from operating and incidental costs |
80 | 70 | 117 | 140 | 178 | 152 | 133 | 118 | 12 | 12 |
| Real estate-related operating expenses | (114) | (118) | (161) | (168) | (311) | (319) | (271) | (201) | (23) | (47) |
| Net rental income | 149 | 135 | 166 | 215 | 1,143 | 1,196 | 1,052 | 1,211 | 81 | 20 |
| General administrative expenses | (7) | (7) | (18) | (19) | (68) | (71) | (72) | (60) | (7) | (9) |
| Other operating expenses and income (balance) |
(4) | 1 | 0 | (15) | 14 | 12 | (8) | 4 | 4 | 0 |
| Gains from sale of investment properties | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 93 | 0 | 0 |
| Valuation result | (63) | (162) | (169) | (217) | (1,111) | (848) | 86 (1,538) | (48) | (12) | |
| Operating result | 75 | (33) | (21) | (36) | (22) | 289 | 1,058 | (290) | 30 | (1) |
| Net interest expense | (120) | (123) | (46) | (39) | (597) | (607) | (465) | (530) | (27) | (25) |
| Economic result | (45) | (156) | (67) | (75) | (619) | (318) | 593 | (820) | 3 | (26) |
statements
To our shareholders Group management report Consolidated financial
| BBV 09 | BBV 10 | BBV 14 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Fair Value REIT-AG's share | 25.10% 24.93% 38.37% 38.31% 45.09% 45.02% | |||||||
| Rental income | 2,985 | 2,936 | 4,091 | 3,949 | 2,765 | 2,759 | 12,792 | 12,782 |
| Income from operating and incidental | ||||||||
| costs | 50 | 50 | 318 | 326 | 771 | 764 | 1,659 | 1,632 |
| Real estate-related operating expenses | (213) | (221) | (905) | (675) | (1,134) | (1,229) | (3,132) | (2,978) |
| Net rental income | 2,822 | 2,765 | 3,504 | 3,600 | 2,402 | 2,294 | 11,319 | 11,436 |
| General administrative expenses | (100) | (114) | (172) | (175) | (259) | (229) | (703) | (684) |
| Other operating expenses and income | ||||||||
| (balance) | (2) | 0 | (13) | (5) | 10 | (220) | 1 | (223) |
| Gains from sale of investment properties | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 93 |
| Valuation result | (1,619) | (2,904) | (2,126) | (4,009) | (334) | (1,054) | (5,384) | (10,744) |
| Operating result | 1,101 | (253) | 1,193 | (589) | 1,819 | 791 | 5,233 | (122) |
| Net interest expense | (1,332) | (2,256) | (1,704) | (1,719) | (979) | (1,188) | (5,270) | (6,487) |
| Economic result | (231) | (2,509) | (511) | (2,308) | 840 | (397) | (37) | (6,609) |
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Financial assets | ||
| Deposited collateral | 250 | 2,300 |
| Non-financial assets | ||
| Accrual tenant incentives | 77 | 0 |
| Over coverage pension plan | 21 | 19 |
| 348 | 2,319 |
A bank balance of € 2,300 thousand pledged as security to indemnify against claims of the seller; in the event of the sale of the Sparkasse portfolio not benefiting under the German REIT Act within four years of the contract being concluded (October 6, 2007), was released in exchange for the provision of a bank guarantee. The security pledged on December 31, 2009, is tied to a warranty obligation applicable until April 26, 2012, made by the subsidiary BBV 03 to the purchaser of the Tübingen property sold in April 2007.
Fair Value took over an existing IC Fonds GmbH pension commitment in favour of Mr. Frank Schaich by way of an agreement dated July 10, 2008. Details are included in Note 33. This results in a defined benefit commitment for the company in terms of IAS 19. A re-insurance policy has been concluded for this commitment. This has been pledged to the beneficiary and is thus to be netted with the present value of the obligation (DBO) as plan assets. Resulting actuarial profits or losses are recorded in relation to the income statement.
The pension commitment and the plan assets have developed as follows:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Present value of the obligation | ||
| Balance – start of year | 47 | 0 |
| Transfer | 0 | 45 |
| Past service cost | 2 | 3 |
| Interest expense | 3 | 2 |
| Actuarial losses | 0 | (3) |
| Balance – end of year | 52 | 47 |
| Fair value of plan assets | ||
| Balance – start of year | 66 | 0 |
| Transfer | 0 | 59 |
| Payments by employer | 5 | 6 |
| Expected income from | ||
| plan assets | 2 | 1 |
| Actuarial gains and losses | 0 | 0 |
| Balance – end of year | 73 | 66 |
| Over coverage pension plan | 21 | 19 |
For 2010, employer payments of € 5.2 thousand to the pension plan are expected.
The pension expenses (income) carried in the income statement are broken down as follows:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Past service cost | ||
| Carried under adminstrative expenses |
2 | 3 |
| Actuarial losses | ||
| Carried under adminstrative expenses |
0 | (3) |
| Interest expense | 3 | 2 |
| Anticipated income for plan | ||
| assets | (2) | (1) |
| Carried under financial result | 1 | 1 |
| 3 | 1 |
The actual returns from the pension plan assets are identical to the expected returns.
To our shareholders Group management report Consolidated financial
The following actuarial assumptions have been made:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Discount rate Anticipated income for plan |
6.0% | 6.0% |
| assets | 2.5% | 2.5% |
The Group paid contributions totaling € 17 thousand (2008: € 18 thousand) to the statutory pension fund during the year under review. There are no other defined contribution pension plans in the Group.
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Office property Aachen ("BBV 03") |
1,520 | 0 |
| Retail property Hamm ("BBV 06") |
1,352 | 0 |
| Retail property Seligenstadt ("BBV 06") |
1,465 | 0 |
| Retail property Passau ("BBV 06") |
3,900 | 0 |
| 8,237 | 0 |
There are notarised purchase contracts for all properties allocated to the "subsidiaries" segment. Valuations relate to the agreed purchase price, with agreed renovation work of € 270 thousand being treated as a purchase price reduction in the case of the Hamm property.
The transfer of ownership, risk and reward has been agreed, dependent on the release from encumbrances, the agreement of the plot owner (leasehold right) and the complete payment of the purchase price, and is expected to take place shortly. Sales costs amounting to € 190 thousand were incurred in the 2009 fiscal year.
The three properties in BBV 06 are partly debt financed. The financing bank is to receive unscheduled payments relating to the agreed purchase prices for the purpose of releasing the properties from encumbrances. The size of these payments is still to be agreed upon.
The Passau property is a leasehold property, for which annual leasehold interest of € 209 thousand is to be paid until maturity on September 28, 2080. This obligation is assumed by the purchaser.
statements
| December 31 | ||||
|---|---|---|---|---|
| thousand € | 2009 | 2008 | ||
| Rent receivables including | ||||
| settlement of incidental costs | ||||
| Undue | 1,094 | 1,017 | ||
| Overdue and not value adjusted |
||||
| Due since | 31 | 196 | ||
| Due since 30 to 90 days | 47 | 161 | ||
| Due since 90 to 360 days | 99 | 103 | ||
| Due since more than 360 | ||||
| days | 36 | 25 | ||
| Value-adjusted receivables | 217 | 57 | ||
| 1,524 | 1,559 | |||
| Value adjustments | (217) | (57) | ||
| 1,307 | 1,502 |
The individual write-downs exclusively relate to overdue items. These changed as follows:
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Balance – start of year | 57 | 36 |
| Allocation | 169 | 45 |
| Drawdown | (7) | 0 |
| Release | (5) | (24) |
| Scope of consolidation change | 3 | 0 |
| Balance – end of year | 217 | 57 |
Write-downs are formed for disputed settlements for incidental costs and outstanding rent if these exceed the collateral provided.
Rent receivables totaling € 971 thousand (2008: € 1,186 thousand) have been pledged as collateral for bank loans.
This relates to repayable withholding tax paid on income interest.
| December 31 | ||||
|---|---|---|---|---|
| thousand € | 2009 | 2008 | ||
| Financial assets | ||||
| Accrued interest | 6 | 217 | ||
| Reversal of real estate acquisition |
18 | 15 | ||
| Remaining purchase price receivables |
0 | 593 | ||
| Various companies in the IC Group |
0 | 11 | ||
| Other | 22 | 322 | ||
| 46 | 1,158 | |||
| Non-financial assets | ||||
| Accrued interest | 244 | 0 | ||
| Different accruals | 230 | 0 | ||
| Value added tax | 8 | 0 | ||
| Other | 0 | 18 | ||
| 528 | 1,176 |
Other receivables and assets are due short-term and can be collected at any time. No write-downs were needed.
Due to the exercising of a preemption right, the purchase of a property belonging to the Sparkasse portfolio had to be reversed. The open sum on the balance sheet date relates to notary and registration costs passed on in December 2009.
Cash and cash equivalents include solely bank balances and fixed term deposits designed to be held for no more than three months. Of these, a sum of € 1,544 thousand (2008: € 270 thousand) was pledged to a bank.
Subscribed capital – Subscribed capital comprises 9,406,882 no-par value bearer shares, unchanged year-on-year. All shares have been issued and fully paid in. On December 31, 2009, 9,347,790 of the issued shares were in circulation (2008: 9,406,882 shares). Each share has a theoretical interest of € 5.00 in the subscribed capital. Shareholders are entitled to any dividends resolved, and have one vote per share in the General Meeting.
To our shareholders Group management report Consolidated financial
statements
Share premium – The share premium includes premiums from the capital increases in 2007, less capital procurement costs.
Reserve for changes in value – The reserve for changes in value takes changes in the value of interest rate hedges directly to equity if these fulfil the conditions for hedge accounting. Minority interests are deducted. In addition, this reserve includes the effect from changes in equity-accounted participations to the extent that these result from cash flow hedges from associated companies.
Retained earnings – (Negative) Results accrued within the Group are reported in the retained earnings.
Treasury stock – By resolution of the Annual General Meeting dated May 29, 2009, the Management Board is entitled to purchase own shares to the amount of up to 10% of the share capital. Within this authorisation, the Management Board passed a resolution on September 24, 2009, to repurchase up to 100,000 shares or approximately 1% of the company's capital stock.
By the end of the fiscal year, 59,092 shares had been purchased at an average purchase price of € 4.90 (including acquisition costs). This equates to a total sum of € 290 thousand. The acquisition of
these 59,092 shares means that Fair Value REIT-AG held approximately 0.6% of its own capital stock on December 31, 2009.
Further shares have been repurchased until the end of this share repurchasing programme in January 2010, resulting in the company to now hold 81,310 shares or 0.86% of its capital stock.
Authorized capital - According to Article 5 (5) of the Articles of Incorporation, the Management Board is authorized, with the permission of the Supervisory Board, to increase the share capital by € 21,250 thousand against cash or non-cash contributions by September 9, 2012 (authorized capital).
| thousand € | IC 01 | IC 03 | IC 07 | IC 13 | BBV 03 | BBV 06 | Total |
|---|---|---|---|---|---|---|---|
| As of January 1, 2008 | 1,346 | 1,350 | 3,037 | 0 | 5,025 | 7,729 | 18,487 |
| Loss from cash flow hedges | 0 | 0 | 0 | 0 | 0 | (210) | (210) |
| Proportion of earnings – expense | |||||||
| (income) – | (177) | (198) | (395) | 0 | (40) | 375 | (435) |
| Disbursements | (43) | 0 | (1,029) | 0 | (182) | (2) | (1,256) |
| Reclassifications (compensation/ depo | |||||||
| sits) | 0 | 0 | (8) | 0 | 2 | (75) | (81) |
| As of December 31, 2008 | 1,126 | 1,152 | 1,605 | 0 | 4,805 | 7,817 | 16,505 |
| Loss from cash flow hedges | 0 | 0 | 0 | 0 | 0 | (29) | (29) |
| Proportion of earnings – expense | |||||||
| (income) – | 43 | (54) | (95) | 0 | (146) | (693) | (945) |
| Disbursements | 0 | 0 | (2) | 0 | (395) | 0 | (397) |
| Reclassifications (compensation) | 0 | 0 | 0 | 0 | (18) | (188) | (206) |
| Scope of consolidation change | 0 | 0 | 0 | 368 | 0 | 0 | 368 |
| As of December 31, 2009 | 1,169 | 1,098 | 1,508 | 368 | 4,246 | 6,907 | 15,296 |
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Non-current liabilities | ||
| Variable-interest bank borro | ||
| wing | 74,903 | 69,591 |
| Fixed-interest bank borrowing | 29,101 | 8,761 |
| 104,004 | 78,352 | |
| Current liabilities | ||
| Variable-interest bank borro | ||
| wing | 2,253 | 14,898 |
| Fixed-interest bank borrowing | 2,059 | 892 |
| 4,312 | 15,790 | |
| Other liabilities | 0 | 115 |
| 4,312 | 15,905 | |
| 108,316 | 94,257 |
The bank loans bearing variable interest bear interest based on EURIBOR plus a margin. These are hedged in the amount of € 42,155 thousand (2008: € 42,835 thousand) using interest rate swaps, in which variable interest rates are swapped for fixed interest rates, with the result that all of the loans have fixed interest rates in economic terms. The interest rates for the non-hedged variable-interest bank loans were 3.4% on average as of December 31, 2009 (2008: 4.6%) p.a. The weighted average interest rate for the fixed-interest bank loans (including the hedged variable-interest loans) totaled 4.8% as of December 31, 2009 (2008: 5.7%) p.a. They are all fully collateralized with mortgages, partially from the transfer of receivables from rental agreements, and in the amount of € 7,500 thousand (2008: € 13,453 thousands) by way of a pledge of the interests Fair Value REIT-AG holds in IC/BBV real estate funds.
Current liabilities to banks also include the amounts from non-current loans that are due within one year. Non-current liabilities to banks have the following remaining periods:
| December 31 | |||
|---|---|---|---|
| thousand € | 2009 2008 |
||
| Between 1 and 2 years | 10,802 | 2,699 | |
| Between 2 and 5 years | 41,905 | 45,923 | |
| More than 5 years | 51,297 | 29,730 | |
| 104,004 | 78,352 |
The liabilities to banks have the following fixed interest periods. After these periods have expired the interest must be re-negotiated if the loan has not been repaid:
| December 31, 2009 | December 31, 2008 | |||||
|---|---|---|---|---|---|---|
| thousand € | Loans | Effects of interest rate swaps |
Including interest rate swaps |
Loans | Effects of interest rate swaps |
Including interest rate swaps |
| 6 months or less | 78,186 | (41,785) | 36,401 | 84,483 | (42,835) | 41,648 |
| 6 to 12 months | 1,029 | 370 | 1,399 | 0 | 0 | 0 |
| 1 to 5 years | 29,101 | 12,685 | 41,786 | 9,659 | 9,145 | 18,804 |
| More than 5 years | 0 | 28,730 | 28,730 | 0 | 33,690 | 33,690 |
| 108,316 | 0 | 108,316 | 94,142 | 0 | 94,142 |
Covenants are to be adhered to with respect to two loans from the Westdeutsche Immobilien Bank AG. In the case of a loan of € 7,500 thousand (2008: € 13,453 thousand) for the financing of interests in participations, the capital at risk (drawdown of the loan plus bank guaranty of currently € 2.3 million) is permitted to equate to a maximum of 20% of the share of the total NAV of the pledged fund units. Furthermore, any future distribution from the pledged fund units based on the capital at risk must allow a debt service capability of 18% on an annual basis.
In the case of a loan of € 33,010 thousand (2008: € 33,690 thousand) for financing the Sparkasse portfolio, a so called LTV-test must be made every second year from December 2009. Pursuant to this, the loan value may not exceed more than 75% of the market value of the property. Furthermore, the future net rental income must cover the debt service requirements by 110% ("debt service coverage ratio" - DSCR). If this level is not met, a pledged fixed deposit account must be established to cover the difference or a suitably large repayment must be made. The DSCR was just missed on September 30, 2009, and January 31, 2010 (109%). In a letter dated February 19, 2010 (making particular reference to the expected reduction in the number of vacancies), the bank declared that it was prepared to abstain until further notice from the establishment of the so called cash sweep account and the payment of monthly surpluses to this account. However, the bank expects to see evidence that the minimum DSCR is met again by January 31, 2011.
There are no other agreements with regard to adherence to covenants.
This relates primarily to interest rate transactions (interest rate swaps). The market values of these swaps developed as follows:
| thousand € | with hedge accounting |
without hedge accounting |
Total |
|---|---|---|---|
| Balance as of | |||
| January 1, 2008 | 0 | 225 | 225 |
| Creation of hedge accounting |
132 | (132) | 0 |
| Additions affecting income |
0 | 88 | 88 |
| Transfer at the expen se of other result |
3,904 | 0 | 3,904 |
| Balance at December 31, 2008 |
4,036 | 181 | 4,217 |
| Additions affecting income |
0 | 108 | 108 |
| Transfer at the expen se of other result |
702 | 0 | 702 |
| Balance as of December 31, 2009 |
4,738 | 289 | 5,027 |
An interest rate hedge was concluded in connection with a variable-interest loan agreed during the previous year with the same bank in the amount of € 33,690 thousand. The transaction runs until June 29, 2018, as does the loan. The Group pays fixed interest of 4.94% of the respective amount at the start of the quarter, and receives a variable interest rate equivalent to the three-month EURIBOR set at the start of the quarter from the bank for the same amount. This totalled € 33,010 thousand as of December 31, 2009. The interest rate swap fulfills the conditions for hedge accounting. The changes in value are taken within the frame of the ordinary results to equity and are booked under the reserve for changes in value.
There are also two other interest rate hedges with a term through to July 2, 2012. The Group pays fixed interest of 5.03% or 4.81% p.a. of the respective amount at the start of each quarter and receives a variable interest rate equivalent to the three-month EURIBOR set at the start of the quarter from the bank on the same amount. The two underlying amounts together totalled € 11,885 thousand as of December 31, 2009 (2008: € 11,885 thousand). There is a hedging relationship between two sub-components of the two interest rate swaps amounting to € 9,145 thousand involving two variable interest rate loans. Where this hedging relationship exists, the change in value of the interest rate swap is booked (as not affecting net income) to the reserve for changes in value designated separately in the equity capital and is otherwise booked (as affecting net income) to the interest expenses.
For the derivatives without a hedging relationship on the balance sheet, the negative market value of € 111 thousand for a variable interest rate cap
agreement is also included. The Group therefore limits the risk of EURIBOR exceeding 5.25% for the part of a loan subject to a EURIBOR-related variable interest rate. The underlying sum is € 15,000 thousand. The annual premium for this transaction until its term expires on June 29, 2012 is € 62 thousand.
| December 31 | |||
|---|---|---|---|
| thousand € | 2009 | 2008 | |
| Non-current | |||
| Financial liabilities | |||
| Exited minority interests | 286 | 279 | |
| Current | |||
| Financial liabilities | |||
| Personnel | 278 | 0 | |
| Exited minority interests | 168 | 284 | |
| Accrued interest | 281 | 223 | |
| Supervisory Board remuneration | 26 | 37 | |
| Deposits received | 58 | 309 | |
| Other | 73 | 326 | |
| Non-financial liabilities | |||
| Tax liabilities (VAT and property | |||
| transfer tax) | 121 | 3,266 | |
| Deferred income | 89 | 60 | |
| 1,094 | 4,505 | ||
| 1,380 | 4,784 |
The liabilities to subsidiaries' exiting minority shareholders are mostly compensation commitments as a result of the participating interest being terminated. In some cases, the Group is authorized to pay the balance from the dispute in three annual installments, with the respective outstanding amount bearing 4% annual interest.
statements
To our shareholders Group management report Consolidated financial
| thousand € | Personnel | Audit / consulting costs |
Total |
|---|---|---|---|
| As of January 1, 2009 | 70 | 264 | 334 |
| Additions | 15 | 222 | 237 |
| Availment | (70) | (252) | (322) |
| Reversal | 0 | 0 | 0 |
| Scope of consolidation change |
0 | 12 | 12 |
| As of December 31, 2009 |
15 | 246 | 261 |
The sale of the Sparkasse portfolio to Fair Value REIT-AG enjoys tax relief under the conditions of Section 3 No. 70 of the Einkommensteuergesetz (EStG – German Income Tax Act), as only half of the tax rate applies. Under certain conditions, the tax relief can lapse retroactively, for example if the purchaser loses its status as a G-REIT. According to Section 3 No. 70 of the Income Tax Act (EStG), the purchaser of the property is liable for any taxes resulting from retroactive reversal of the tax relief.
As part of the sale of the office property Airport Office II, Duesseldorf, a guarantee exists with a limited term of five years for one rental agreement, which is limited to € 42 thousand.
In addition, as part of the sale the company has assumed warranty obligations with regard to the ability to oncharge incidental costs. The guarantee lapses five years after the contract is concluded. The cost volume is put at € 10 thousand.
The company made a pledge to the purchaser of the Airport Office II property that it would use legal proceedings to make pecuniary claims against the general contractor of the property. As no out of court settlement has been reached, the company filed a claim at the Düsseldorf district court on June 13, 2009. The risk to the company is restricted to the costs of the first instance and is estimated to amount to € 15 thousand. There is no other pending litigation.
The Group is liable from the revival of liability as a limited partner within the meaning of Section 172 (4) of the HGB in the amount of € 2,249 thousand (2008: € 2,646 thousand).
There are no finance leases. All rental agreements that the Group has concluded with tenants are classified as operating leases under IAS 17. The future minimum lease payments are shown in Note No. 6.
The office space in Munich and three cars have been leased, leading to expenses of € 74 thousand (2008: € 75 thousand). The minimum leasing payments payable until the time of the first possible termination are:
| December 31 | |||
|---|---|---|---|
| thousand € | 2009 2008 |
||
| within one year | 28 | 36 | |
| between one to five years | 1 | 21 | |
| after more than five years | 0 | 0 | |
| 29 | 57 |
| Investment | Non-current assets | |||||
|---|---|---|---|---|---|---|
| properties | available for sale | Total | ||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Rental income | 9,380 | 12,392 | 1,080 | 0 | 10,460 | 12,392 |
| Income from operating and incidental costs | 1,605 | 1,534 | 132 | 0 | 1,737 | 1,534 |
| Leasehold payments | (23) | (231) | (209) | 0 | (232) | (231) |
| Real estate-related operating expenses | ||||||
| Real estate that generated income | (3,201) | (2,912) | (236) | 0 | (3,437) | (2,912) |
| Real estate that not generated income | 0 | 0 | 0 | 0 | 0 | 0 |
| Net rental result | 7,761 | 10,783 | 767 | 0 | 8,528 | 10,783 |
To our shareholders Group management report Consolidated financial
statements
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Personnel expenses | 919 | 740 |
| Valuations | 240 | 324 |
| Legal and consulting costs | 231 | 346 |
| Fund management fees | 238 | 1,076 |
| Stock market listing, general meeting and events |
185 | 261 |
| Audit expenses | 178 | 228 |
| Trustee fees | 110 | 108 |
| Travel and vehicle expenses | 68 | 90 |
| Office costs | 67 | 74 |
| Amortization and depreciation | 11 | 10 |
| Non-deductible VAT | 162 | 189 |
| Other | 202 | 351 |
| 2,611 | 3,797 |
The personnel costs include payments relating to the termination of the employment of a former board member amounting to € 325 thousand (see notes 28 and 33).
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Income | ||
| Refund of REIT conception fee | 0 | 200 |
| Different | 120 | 366 |
| 120 | 566 | |
| Expenses | ||
| Additions to/reversal of indivi dual write-downs for receivables |
(156) | (22) |
| Expenses due to exiting share holders |
(41) | (32) |
| Write-off other receivables | (8) | (21) |
| Non-deductible VAT prior years | 1 | (511) |
| Write-off of purchase price receivable BBV 08 |
0 | (300) |
| Other | 0 | (31) |
| (204) | (917) | |
| (84) | (351) |
The reported expenses relate to properties sold during the fiscal year and reclassified as non-current assets available for sale.
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Valuation gains | 447 | 381 |
| Valuation losses | (6,817) | (25,553) |
| Compensation payment IDLG | 0 | 15,438 |
| Valuation losses after netting | (6,817) | (10,115) |
| (6,370) | (9,734) |
The valuation result of € 1,363 thousand for 2009 concerns properties listed on the balance sheet date as non-current assets available for sale.
The valuation losses of the previous year include a reduction in value of the property in Teltow of € 17,700 thousand resulting from a premature ending of the tenancy agreement with the general tenant IDLG. As there is a direct link, the compensation payment of € 15,438 thousand received has been reconciled in the valuation result.
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Interests for loans and swaps | 4,381 | 5,907 |
| Prepayment penalties | 0 | 272 |
| Changes in value of derivative financial instruments (as far as affecting net income) |
108 | 88 |
| Result from restructuring loan BBV 06 |
0 | (1,469) |
| Other | 191 | 441 |
| 4,680 | 5,239 |
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Salaries | 888 | 708 |
| Social security contributions | 31 | 32 |
| 919 | 740 |
On average during the year, there were five employees including the Management Board (2008: 5). As of December 31, 2009, the company had a total of three employees including the Management Board.
Fees were recorded as expenses for the following services by the auditor for the consolidated financial statements BDO Deutsche Warentreuhand AG, Wirtschaftsprüfungsgesellschaft:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Audits of the financial statements | 142 | 171 |
| Other services | 9 | 72 |
| 151 | 243 |
The audit fees include fees for the consolidated financial statements as well as the single-entity financial statements of Fair Value REIT-AG and the subsidiaries included in the consolidated financial statements, to the extent that these are not audited by a different auditor. Other services are consulting services.
To our shareholders Group management report Consolidated financial
statements
Basic earnings per share are calculated as follows:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Consolidated earnings | (2,906) | (13,301) |
| Divided by: Weighted average ordinary shares (basic) |
9,398,690 | 9,406,882 |
| Earnings per share in € (basic/ diluted) |
(0.31) | (1.41) |
Earnings per share are given by dividing the consolidated earnings by the average number of shares in circulation. There are no dilutive effects.
Financial instruments – According to IAS 39, all financial assets and financial liabilities are to be classified in categories. The accounting is determined based on this classification. The following categories are used in the Fair Value Group:
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and result from the Group directly providing money on a contractual basis or services directly to a debtor.
Available-for-sale financial assets are non-derivative financial assets that are not allocated to any other category.
Liabilities at amortized cost are all financial liabilities that are carried at their fair value less transaction costs when they are first recognized. As a rule they are measured at amortized cost in the following periods; differences between the payment amount and the repayment amount are distributed over the duration of the fixed-interest period using the effective interest method.
Financial liabilities at fair value affecting profit and loss are exclusively derivatives with a negative market value that are not mapped in hedge accounting.
The fair value of all financial instruments compared to their carrying amounts is as follows:
| December 31, 2009 | December 31, 2008 | |||||
|---|---|---|---|---|---|---|
| Carrying | Carrying | |||||
| thousand € | amounts | Fair values | amounts | Fair values | ||
| Assets | ||||||
| Loans and receivables | ||||||
| Non-current assets | 250 | 250 | 2,300 | 2,300 | ||
| Trade accounts receivable | 1,307 | 1,307 | 1,502 | 1,502 | ||
| Other receivables | 46 | 46 | 1,158 | 1,158 | ||
| Cash and cash equivalents | 8,281 | 8,281 | 14,039 | 14,039 | ||
| 9,884 | 9,884 | 18,999 | 18,999 | |||
| Equity and liabilities | ||||||
| Liabilities measured at amortized cost | ||||||
| Minority interests | 15,296 | 15,447 | 16,505 | 16,438 | ||
| Financial liabilities | 108,316 | 108,802 | 94,257 | 94,378 | ||
| Trade payables | 809 | 809 | 1,359 | 1,359 | ||
| Other liabilities | 1,170 | 1,170 | 1,458 | 1,458 | ||
| Liabilities recognized at fair value through profit and loss | ||||||
| Derivatives without hedge accounting | 289 | 289 | 181 | 181 | ||
| Liabilities that do not belong to the valuation categories of IAS 39 |
||||||
| Derivatives with hedge accounting | 4,738 | 4,738 | 4,036 | 4,036 | ||
| 130,618 | 131,255 | 117,796 | 117,850 |
Cash and cash equivalents, trade receivables and other receivables and liabilities mostly have short terms, with the result that the carrying amounts equal the fair values. The fair values of the financial liabilities are identified as the present values of the cash flows associated with the liabilities based on the interest yield curve on the balance sheet date.
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Loans and receivables | ||
| Other operating income | 0 | 78 |
| Other operating expenses | (164) | (343) |
| (164) | (265) | |
| Financial liabilities measured at amortized cost | ||
| Repayment profits (interest expenses) | 0 | 1.469 |
| Liabilities recognized at fair value through profit and loss | ||
| Interest rate swaps without hedge accounting (interest expenses) | (108) | (88) |
| Net gains (losses) | (272) | 1.116 |
To our shareholders Group management report Consolidated financial
The net result includes all other income and expense incurred in connection with the financial instruments in the respective valuation category. This relates, in particular to results from subsequent valuation as well as gains/losses from disposal.
Financial risk factors – The Group is subject to the following financial risks as a result of its activities: Market risks (interest rate risks), credit risks and liquidity risks. There are no currency risks. The Group's risk management focuses on the risks resulting from the financial markets and aims to keep their negative impact on its financial position and results of operations as low as possible.
The Group's risk management is performed centrally at a group level based on the guidelines issued by the Management Board in close cooperation with the IC Immobilien Group's central financial department. This department acts as a service provider identifying, measuring and hedging financial risks mainly for the Group's subsidiaries.
statements
The Group has demand and fixed-term deposits. The interest rates for these deposits are based on the respective interest rates on the market.
The Group's interest rate risk primarily results from financial liabilities. In the case of variable-interest liabilities and resetting the conditions for fixed interest loans after the fixed-interest period has expired, the Group is exposed to the risk of higher interest payments (cash flow risks). In some cases, interest rate hedges (interest rate swaps or interest rate caps) have been concluded to hedge these risks.
There are interest rate risks from the valuation of the interest hedges concluded. These either impact equity or income depending on whether or not the conditions for hedge accounting have been met.
If the interest rates in the period under review had been one percentage point higher or lower, the consolidated earnings and equity would have been approx. € 248 thousand (2008: € 205 thousand) lower or higher. This effect is based on the changed interest expense for variable-interest loans, less the impact of interest rate hedges and interest on bank balances.
Fixed-interest liabilities bear the risk of an increase in fair value. This risk neither impacts the balance sheet nor the income statement, as the financial liabilities are not measured at fair value through profit and loss but at amortized cost. However, in the event of a premature repayment of the liability (e.g., if the financed property is sold), this risk becomes more important. The Group does not hedge this risk.
The Group regularly reviews the extent to which it is subject to interest rate risks. Various scenarios are worked through, in which the possibility of refinancing, extending existing financing and interest hedging are taken into account.
Credit risks result from receivables from tenants, deferred purchase price receivables, and investing cash and cash equivalents. The Group has guidelines that rental agreements are only concluded with parties who have a 1a credit rating. Creditworthiness is monitored on an ongoing basis. The tenant structure is broad. During fiscal years 2008 and 2009, rental defaults were minimal.
As a rule, the deferral of purchase price receivables is collateralized; legal ownership is only transferred upon full payment.
Derivative financial transactions and cash investments are only conducted with banks with impeccable credit ratings.
The maximum credit risk for each category of financial instrument is restricted to the carrying amounts of the financial assets carried on the balance sheet.
The company manages its liquidity responsibly. This also includes maintaining sufficient levels of cash and cash equivalents. The company intends to be as flexible as possible when procuring liquidity. The Management Board constantly monitors liquidity and discusses this regularly with the Supervisory Board.
The following table, used by the Management Board for liquidity management, shows the maturities of the liabilities which existed on the balance sheet date:
| Due | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| within one year | between 1 and 2 years |
between 2 and 5 years |
after 5 years |
||||||||
| thousand € | December 31 December 31 |
December 31 | December 31 | ||||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | ||||
| Minority interests | 0 | 0 | 0 | 0 | 0 | 0 | 15,296 | 16,505 | |||
| Liabilities to banks | 7,311 | 20,916 | 13,625 | 7,639 | 48,059 | 56,253 | 51,224 | 38,887 | |||
| Derivative financial instruments | 1,811 | 68 | 1,456 | 68 | 2,341 | 102 | 1,351 | 0 | |||
| Provisions | 261 | 334 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Trade payables | 809 | 1,359 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Other liabilities | 1,094 | 4,505 | 286 | 279 | 0 | 0 | 0 | 0 |
The amounts generally involve the payments to be made including interest. All interest rate swaps on December 31, 2009 are listed as derivative financial instruments. In contrast, this line item in the previous year was used to report interest from interest hedging transactions only, as long as these were not subject to "hedge accounting". The interest for derivative financial instruments with a hedging relationship on the balance sheet have been reported with bank liabilities.
Capital management – The Group's capital management pursues several objectives: The primary objective is to maintain its financial substance, to ensure that liabilities including repayments can be serviced and to generate profits, relating to commercial law, that allow dividends to be distributed.
There were no changes in the Group's capital management approach during the period under review.
The financial position is judged by the amount of cash and cash equivalents and the equity ratio. The equity ratio shows the ratio of equity to total assets according to the consolidated balance sheet.
| December 31 | |||||
|---|---|---|---|---|---|
| thousand € | 2009 | 2008 | |||
| Equity | 72,720 | 76,787 | |||
| Total assets | 203,809 | 198,243 | |||
| Equity ratio | 35.7% | 38.7% |
The Group can control its capital structure only to a very limited extent by retaining profits, as 90% of Fair Value REIT-AG's net income (HGB) have to be distributed. As a result, capital increases from the issue of new shares and the sale of assets to reduce liabilities are used to improve the capital structure.
A key element of capital management is also to fulfil the REIT-G equity requirements, as this is one of the factors required for corporation and trade tax to be permanently waived for the company. According to Section 15 of the REIT-G, equity must total at least 45% of immovable assets.
| 31. Dezember | |||||
|---|---|---|---|---|---|
| thousand € | 2009 | 2008 | |||
| Equity (consolidated balance sheet) |
72.720 | 76.787 | |||
| Minority interests | 15.296 | 16.505 | |||
| Equity within the meaning of Section 15 of the REIT G |
88.016 | 93.292 | |||
| Immovable assets | |||||
| Investment property | 137.587 | 130.740 | |||
| Equity-accounted investments | 47.442 | 48.443 | |||
| Non-current assets available for sale |
8.237 | 0 | |||
| Total of immovable assets | 193.266 | 179.183 | |||
| Equity ratio within the meaning of Section 15 of the REITG |
45,5% | 52,1% |
The company holds real estate directly in Fair Value REIT-AG and its subsidiaries. The Group's organisational and management structure is in line with these two forms of participation. As a result, there are two operational areas – "Direct Investments" and "Subsidiaries", whereas subsidiaries are reported individually. Next to that, there are also minority participations in other real estate funds, which cannot be assigned to one of these two segments. The Group operates exclusively in the geographic region of "Germany". The accounting and valuation methods in the reporting segments are identical to the Group's methods described in Note 2. In order to ensure clarity, the data about the segments is depicted both in a summarised form (operational area "Subsidiaries") and on the level of the individual fund.
To our shareholders Group management report Consolidated financial
statements
Segment revenues (rental income including income from operating and incidental costs) and segment results are as follows:
| Segment revenues | Segment results | ||||
|---|---|---|---|---|---|
| Fiscal year | Fiscal year | ||||
| thousand € | 2009 | 2008 | 2009 | 2008 | |
| Direct investments | 3,864 | 3,927 | 1,045 | 1,048 | |
| Subsidiaries | 8,333 | 9,999 | (220) | (355) | |
| 12,197 | 13,926 | 825 | 693 | ||
| Earnings from equity-accounted participations | 1,401 | (7,075) | |||
| Central administrative expenses and other | (1,552) | (2,447) | |||
| Net interest expense | (4,525) | (4,907) | |||
| Minority interest in the result | 945 | 435 | |||
| Net loss | (2,906) | (13,301) |
Segment revenues stem exclusively from third-party tenants. There were no intra-segment revenues.
Rental revenue of more than 10% of total revenues was generated with each of the following tenants:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Main tenant 1 (Direct Investments segment) |
3,298 | 3,123 |
| Main tenant 2 (Subsidiaries segment – BBV 06 ) |
2,015 | 2,157 |
| Main tenant 3 (Subsidiaries segment – IC 07) |
0 | 2,123 |
| other each under 10% | 6,884 | 6,523 |
| 12,197 | 13,926 |
The segments' revenues are broken down as follows according to the properties' main type of use:
| Direct investments | Subsidiaries | |||
|---|---|---|---|---|
| Fiscal year | Fiscal year | |||
| thousand € | 2009 | 2008 | 2009 | 2008 |
| Office | 3,864 | 3,927 | 585 | 2,327 |
| Retail | 0 | 0 | 4,050 | 3,800 |
| Logistics | 0 | 0 | 1,821 | 1,749 |
| Other | 0 | 0 | 1,877 | 2,123 |
| 3,864 | 3,927 | 8,333 | 9,999 |
Segment earnings in both segments are calculated before taking into account central administrative costs, income from equity-accounted investments, the net interest expense and the minority interest in the result. This figure is reported to the Group's key decision maker with regard to decisions on the allocation of resources to one segment and the assessment of its earnings strength.
Segment results include the following results from the valuation of investment properties and from their sale:
| Direct Investments | Subsidiaries | ||||||
|---|---|---|---|---|---|---|---|
| Fiscal year | Fiscal year | ||||||
| thousand € | 2009 | 2008 2009 |
|||||
| Valuation gains | 115 | 0 | 332 | 381 | |||
| Valuation losses | (1,858) | (2,907) | (4,959) | (7,208) | |||
| Capital gains (losses) | 0 | 976 | (190) | 369 | |||
| (1,743) | (1,931) | (4,817) | (6,458) |
The following table shows the income statement for the segments in a less aggregated form. The subsidiaries segment is sub-divided into individual fund companies.
| Direct | Segment | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| investments | Subsidiaries | |||||||||
| Fair Value | IC 01 | IC 03 | IC 07 | IC 13 | ||||||
| REIT- AG | ||||||||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Rental income | 3,225 | 3,409 | 330 | 319 | 590 | 543 | 445 | 2,217 | 0 | 0 |
| Income from operating and incidental | ||||||||||
| costs | 639 | 518 | 107 | 77 | 213 | 167 | 140 | 110 | 0 | 0 |
| Segment revenue | 3,864 | 3,927 | 437 | 396 | 803 | 710 | 585 | 2,327 | 0 | 0 |
| Leasehold payments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Real estate-related operating expenses | (715) | (646) | (176) | (135) | (351) | (297) | (408) | (230) | 0 | 0 |
| Adminstrative expenses related to | ||||||||||
| segment | (386) | (393) | (35) | (36) | (38) | (36) | (43) | (890) | 0 | 0 |
| Other operating expenses and income (balance) |
26 | 91 | (31) | 1 | 1 | 1 | 11 | 78 | 0 | 0 |
| Income from sale of investment proper | ||||||||||
| ties | 0 | 976 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Valuation gains | 0 | 0 | 100 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Valuation losses | (1,743) | (2,907) | (100) | (536) | (400) | (880) | (390) | (2,262) | 0 | 0 |
| Segment profit | 1,046 | 1,048 | 195 | (310) | 15 | (502) | (245) | (977) | 0 | 0 |
| Central administration costs | (1,553) | (1,853) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other expenses | 0 | (594) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Income from equity -accounted | ||||||||||
| participations | 1,747 | 334 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other income from participations | 405 | 2,971 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net interest expenses | (2,410) | (3,285) | (98) | (93) | (204) | (194) | (145) | (658) | 0 | 0 |
| Minority interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Annual result | (765) (1,379) | 97 | (403) | (189) | (696) | (390) (1,635) | 0 | 0 |
| Segment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Subsidiaries | ||||||||||
| BBV 03 | BBV 06 | Total | Consolidation | Group | ||||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Rental income | 883 | 910 | 4,987 | 4,994 | 7,235 | 8,983 | 0 | 0 | 10,460 | 12,392 |
| Income from operating and incidental | ||||||||||
| costs | 135 | 129 | 503 | 533 | 1,098 | 1,016 | 0 | 0 | 1,737 | 1,534 |
| Segment revenue | 1,018 | 1,039 | 5,490 | 5,527 | 8,333 | 9,999 | 0 | 0 12,197 13,926 | ||
| Leasehold payments | 0 | 0 | (232) | (231) | (232) | (231) | 0 | 0 | (232) | (231) |
| Real estate-related operating expenses | (264) | (196) | (1,523) | (1,408) | (2,722) | (2,266) | 0 | 0 (3,437) | (2,912) | |
| Adminstrative expenses related to segment |
(190) | (171) | (373) | (418) | (679) | (1,551) | 7 | 0 (1,058) | (1,944) | |
| Other operating expenses and income (balance) |
(21) | (33) | (63) | 105 | (103) | 152 | (7) | 0 | (84) | 243 |
| Income from sale of investment properties |
(69) | 0 | (121) | 369 | (190) | 369 | 0 | 0 | (190) | 1,345 |
| Valuation gains | 0 | 0 | 232 | 381 | 332 | 381 | 0 | 0 | 332 | 381 |
| Valuation losses | (800) | (760) | (3,037) | (2,389) | (4,627) | (6,827) | 0 | 0 (6,370) | (9,734) | |
| Segment profit | (326) | (121) | 141 | 1,555 | (220) | (355) | 0 | 0 | 826 | 693 |
| Central administration costs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 (1,553) | (1,853) | |
| Other expenses | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (594) |
| Income from equity-accounted participations |
0 | 0 | 0 | 0 | 0 | 0 | (346) | (7,409) | 1,401 (7,075) | |
| Other income from participations | 0 | 0 | 0 | 0 | 0 | 0 | (405) | (2,971) | 0 | 0 |
| Net interest expenses | 11 | 46 (1,679) | (723) | (2,115) | (1,622) | 0 | 0 (4,525) | (4,907) | ||
| Minority interests | 0 | 0 | 0 | 0 | 0 | 0 | 945 | 435 | 945 | 435 |
| Annual result | (315) | (75) (1,538) | 832 (2,335) (1,977) | 194 (9,945) (2,906) (13,301) |
To our shareholders Group management report Consolidated financial
statements
The segments' assets and liabilities were as follows.
| Assets | Liabilities | |||
|---|---|---|---|---|
| December 31 | December 31 | |||
| thousand € | 2009 | 2008 | 2009 | 2008 |
| Direct investments | 47,839 | 56,400 | 858 | 1,880 |
| Subsidiaries | 108,650 | 93,603 | 1,594 | 4,600 |
| Total segment assets/segment liabilities | 156,489 | 150,003 | 2,452 | 6,480 |
| Non-allocated assets/liabilities consolidation | 47,320 | 48,240 | 128,637 | 114,976 |
| Group – total | 203,809 | 198,243 | 131,089 | 121,456 |
The segments' assets primarily comprise investment properties, receivables and cash and cash equivalents. The assets of the subsidiaries segment also include the non-current assets available for sale (Note 9). The unallocated assets comprise the book values of the equity-accounted companies. Segment liabilities comprise operating liabilities. Financial liabilities, derivative financial instruments and minority interests are reported under non-allocated liabilities.
The following table shows the allocated and unallocated assets and liabilities for the segments in a less aggregated form. The subsidiaries segment is sub-divided into individual fund companies.
| Direct | Segment | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| investments | Subsidiaries | |||||||||
| Fair Value | IC 01 | IC 03 | IC 07 | IC 13 | ||||||
| REIT-AG | ||||||||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Intangible assets and property, plant and equipment |
16 | 24 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Investment property | 45,527 | 47,270 | 4,340 | 4,340 | 7,320 | 7,720 | 7,110 | 7,500 | 21,380 | 0 |
| Non-current assets held for sale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Trade receivables | 319 | 272 | 139 | 139 | 109 | 71 | 13 | 170 | 54 | 0 |
| Income tax receivables | 63 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other receivables and assets | 446 | 3,423 | 77 | 1 | 7 | 8 | 0 | 3 | 34 | 0 |
| Cash and cash equivalents | 1,468 | 5,411 | 73 | 174 | 92 | 67 | 2,565 | 5,996 | 1,839 | 0 |
| Subtotal segment assets | 47,839 56,400 | 4,629 | 4,654 | 7,528 | 7,866 | 9,688 13,669 23,307 0 | ||||
| Participtation in subsidiaries | 30,404 | 27,909 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Equity-accounted participations | 47,540 | 50,177 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Assets total | 125,783 134,486 | 4,629 | 4,654 | 7,528 | 7,866 | 9,688 13,669 23,307 | 0 | |||
| Provisions | (179) | (253) | (11) | (14) | (10) | (13) | (10) | (13) | (12) | 0 |
| Trade payables | (304) | (830) | (9) | (30) | (21) | (39) | (9) | (10) | (89) | 0 |
| Other liabilities | (375) | (797) | (58) | (75) | (64) | (61) | (51) | (2,948) | (69) | 0 |
| Subtotal segment assets | (858) | (1,880) | (78) | (119) | (95) | (113) | (70) | (2,971) | (170) | 0 |
| Minority interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Financial liabilities | (40,510) (47,143) | (1,907) | (1,988) | (3,569) | (3,700) | (3,405) | (4,086) (22,400) | 0 | ||
| Derivative financial instruments | (4,080) | (3,442) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Liabilities total | (45,448) (52,465) (1,985) (2,107) (3,664) (3,813) | (3,475) (7,057) (22,570) | 0 |
To our shareholders Group management report Consolidated financial
statements
| Net assets as of December 31 | 80,335 82,021 | 2,644 | 2,547 | 3,864 | 4,053 | 6,213 | 6,612 | 737 | 0 |
|---|---|---|---|---|---|---|---|---|---|
| Segment Subsidiaries |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| BBV 03 | BBV 06 | Total | Consolidation | Group | ||||||
| thousand € | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Intangible assets and property, plant and equipment |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 16 | 24 |
| Investment property | 6,820 | 9,140 | 45,090 | 54,770 | 92,060 | 83,470 | 0 | 0 | 137,587 | 130,740 |
| Non-current assets held for sale | 1,520 | 0 | 6,717 | 0 | 8,237 | 0 | 0 | 0 | 8,237 | 0 |
| Trade receivables | 34 | 106 | 639 | 744 | 988 | 1,230 | 0 | 0 | 1,307 | 1,502 |
| Income tax receivables | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 63 | 0 |
| Other receivables and assets | 256 | 6 | 178 | 257 | 552 | 275 | (122) | (203) | 876 | 3,495 |
| Cash and cash equivalents | 691 | 1,319 | 1,553 | 1,072 | 6,813 | 8,628 | 0 | 0 | 8,281 | 14,039 |
| Subtotal segment assets | 9,321 10,571 | 54,177 | 56,843 108,650 | 93,603 | (122) | (203) | 156,367 | 149,800 | ||
| Participtation in subsidiaries | 0 | 0 | 0 | 0 | 0 | 0 | (30,404) | (27,909) | 0 | 0 |
| Equity-accounted participations | 0 | 0 | 0 | 0 | 0 | 0 | (98) | (1,734) | 47,442 | 48,443 |
| Assets total | 9,321 10,571 | 54,177 | 56,843 108,650 | 93,603 (30,624) | (29,846) | 203,809 | 198,243 | |||
| Provisions | (13) | (15) | (26) | (26) | (82) | (81) | 0 | 0 | (261) | (334) |
| Trade payables | (75) | (10) | (302) | (440) | (505) | (529) | 0 | 0 | (809) | (1,359) |
| Other liabilities | (45) | (171) | (720) | (735) | (1,007) | (3,990) | 2 | 3 | (1,380) | (4,784) |
| Segment liabilities | (133) | (196) | (1,048) | (1,201) | (1,594) | (4,600) | 2 | 3 | (2,450) | (6,477) |
| Minority interests | 0 | 0 | 0 | 0 | 0 | 0 | (15,296) | (16,505) | (15,296) | (16,505) |
| Financial liabilities | 0 | 0 (36,645) | (37,540) | (67,926) | (47,314) | 120 | 200 (108,316) | (94,257) | ||
| Derivative financial instruments | 0 | 0 | (947) | (775) | (947) | (775) | 0 | 0 | (5,027) | (4,217) |
| Liabilites total | (133) | (196) | (38,640) | (39,516) | (70,467) | (52,689) | (15,174) | (16,302) | (131,089) | (121,456) |
| Net assets | 9,188 10,375 | 15,537 | 17,327 | 38,183 | 40,914 (45,798) | (46,148) | 72,720 | 76,787 |
|---|---|---|---|---|---|---|---|---|
| Capital expenditure | Amortization and depreciation | |||
|---|---|---|---|---|
| Fiscal year | Fiscal year | |||
| thousand € | 2009 | 2008 | 2009 | 2008 |
| Direct investments | ||||
| Investment property | 0 | 217 | 0 | 0 |
| Properties under construction | 0 | 13,475 | 0 | 0 |
| Intangible assets and property, plant and equip ment |
3 | 1 | 11 | 10 |
| 3 | 13,693 | 11 | 10 | |
| Investment property | ||||
| First-time consolidation | 0 | 0 | 0 | 0 |
| Subsequent acquisition costs (BBV 06) | 74 | 0 | 0 | 0 |
| Intangible assets (IC 01) | 15 | 0 | 15 | 0 |
| 89 | 0 | 15 | 0 | |
| Group total | 92 | 13,693 | 26 | 10 |
To our shareholders Group management report Consolidated financial
statements
The cash and cash equivalents in the cash flow statement correspond to the item "cash and cash equivalents" on the balance sheet.
The subtotal FFO (funds from operations) for 2008 included in the consolidated cash flow statement does not include the compensation payment of € 15,438 thousand from IDLG. As a result, payments that were directly linked to the compensation payment received were added to income from operating activities when calculating the FFO subtotal, and only deducted below the FFO subtotal. These are:
| Administration expenses for funds and asset | |
|---|---|
| management | 851 |
| Disbursements to minority interests in IC 07 | 1,029 |
| 1,880 |
Related companies – The Group's related companies are H.F.S. Zweitmarktfonds Deutschland 2 GmbH & Co. KG, which holds 30.46% of voting rights in the company via four subsidiaries, as well as UniCredito Italiano S.p.A., Milan, with its subsidiaries Bayerische Hypo- und Vereinsbank AG ("HVB"), Wealth Management Capital Holding GmbH, H.F.S. HYPO-Fondsbeteiligungen für Sachwerte GmbH and WealthCap Real Estate Management GmbH, to which these voting rights are allocated within the meaning of Section 22 (1) sentence 1 number 1 of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act).
The Group's related companies also include IC Immobilien Holding AG, which belongs to the IC Immobilien Group, and its subsidiaries (IC Immobilien Service GmbH, IC Fonds GmbH and IC Beteiligungs Treuhand GmbH and others), in particular as a result of the in-depth business relationship. Other related parties are MIM Münchener Immobilien Management GmbH and Kienzle Vermögensverwaltung GmbH. Dr. Oscar Kienzle, a member of the company's Supervisory Board and a member of IC Immobilien Holding AG's Management Board, holds a major proportion of voting rights for each of these companies.
Financing transactions with HVB – Bayerische Hypound Vereinsbank AG acts as a lender to the Group. In addition, there are two interest rate swaps and a variable interest rate cap agreement with this bank (see Note 16). Interest expenses totalled € 1,632 thousand (2008: € 2,415 thousand). As of December 31, 2009 there were liabilities from loans amounting to € 36,645 thousand (2008: € 37,340 thousand) and liabilities from the interests rate swaps and variable interest rate cap agreement amounting to € 947 thousand (2008: € 775 thousand). As of December 31, 2009, there were bank balances with HVB totalling € 2,236 thousand (2008: € 2,439 thousand); there was interest income from fixed term deposits and other balances totalling € 29 thousand (2008: € 59 thousand).
The following service agreements were concluded between Fair Value REIT-AG / its subsidiaries and companies in the IC Immobilien Group:
Asset management and corporate services agreement – The service agreement regarding asset management and provision of accounting services concluded on July 25, 2007, between the company and IC Fonds GmbH, with an expiry date of June 30, 2011, was abrogated on December 22, 2009 with effect from September 30, 2009. In future, the company wishes to conduct asset management itself and to limit the outsourcing relating to real estate activities to property management, accounting and to project related support services for the purchase and sale of properties and participations.
Contract for accounting services – A contract with IC Immobilien Service GmbH regarding provision of accounting services was concluded on December 22, 2009, with effect from October 1, 2009. This involves IC Immobilien Service GmbH also taking responsibility for human resources management, the administration of personnel files, the coordination of salaries and the supervision of possible retirement plans.
As part of the accounting services, IC Immobilien Service GmbH is required to comply with bookkeeping obligations, the keeping of account books and the generation of the inventory pursuant to section 238–240 of the HGB (German Commercial Code) as well as assumption of responsibility for payment transactions. The tasks also include the drawing up of the financial statements in accordance with HGB and the consolidated financial statements in accordance with IFRS. A consolidated quarterly statement pursuant to IFRS is also to be produced.
For its services, IC Immobilien Service GmbH will receive annual remuneration of € 100,000 as well as an additional variable remuneration amounting to 0.25% of the proportionate current annual rent payed to the Group, without ancillary income. The remuneration is subject to VAT.
The contract can be terminated at the earliest, with notice of six months required, on December 31, 2012. It is automatically extended by one year if not terminated (with a period of notice of six months from the end of the contractual period) by one of the contractual parties.
To our shareholders Group management report Consolidated financial
statements
Property management contract – The services contract concluded by the company on July 25, 2007 with IC Immobilien Service GmbH, Unterschleißheim, Germany ("contractor" or "ICIS"), regarding commercial and technical management of the real estate held directly by Fair Value, i.e. without involvement of subsidiaries, was revised on December 22, 2009. The revision came into effect on October 1, 2009.
The contractor's responsibilities as part of this contract also include the letting of the real estate.
The contractor is to regularly inform the company with regard to the direct holdings, as well as subsidiaries and associated companies, about the performance of the real estate and participations administered by the contractor as well as about any important income relevant occurrences and procedures that deviate from the original plan.
For these management activities and unless otherwise agreed, IC Immobilien Service GmbH will receive an annual fee from Fair Value amounting to 3.0% of the current annual rent paid for the direct holdings, without ancillary income.
Large and/or unusual technical and construction measures requiring implementation that go beyond the scope of standard commercial everyday maintenance and repair work, such as reconstruction, enlargement or extension of the property(ies) and/or rental areas, as well as other miscellaneous clearing and reconstruction measures, are remunerated with regard to the commercial management and supervision required with a sum equating to 5% of
the total invoice sum if it exceeds € 1 million, 9% for invoices of € 100,000 or more and 15% for invoices of less than € 100,000.
For the re-letting of commercial rental space, IC Immobilien Service GmbH will receive, in addition to cost reimbursement for advertisements etc., a fee equating to 5% of the rental sum calculated for the agreed rental period, during which time the rental agreement may not be terminated by the tenant, provided that IC Immobilien Service GmbH does not receive any remuneration from the tenant. This fee level is reduced to 2% with regard to renewed leases. The agreed maximum fee payable equates to four monthly rental payments.
For the conclusion of residential and commercial rental agreements with unlimited duration, IC Immobilien Service GmbH will receive, in addition to cost reimbursement for advertisements etc., a fee equating to two months of rent, provided that no estate agent fees are incurred by Fair Value and IC Immobilien Service GmbH receives no remuneration from the tenant. The agency fees are offset if estate agents are involved in the transaction. In such cases, ICIS will still receive, at the minimum, a coordination fee equating to half of the monthly rent.
This remuneration is net of the respective applicable VAT.
The agreement can be terminated for the first time at the end of the fixed contractual period at December 31, 2012, with a notice period of six months. It extends by periods of one year in each case if it is not terminated with notice of six months to the end of the respective term of the contract by one of the contractual parties.
Additional service agreements – There are additional service agreements between the Group and companies in the IC Immobilien Group at a subsidiary level. These include construction support, commercial and technical property management, through to the sale of properties as well as fund management and accounting services.
The following two tables show the scope of the relationships between the Group and companies in the IC Immobilien Group:
| Fiscal year | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Service fees | ||
| External management service | ||
| (including fund administration) | 519 | 1.166 |
| Property management fee | 169 | 297 |
| Trustee fees | 135 | 109 |
| Commission for arrangement of tenancy |
79 | 5 |
| Construction support | 26 | 43 |
| REIT conception fee | 0 | (200) |
| Other | 18 | 10 |
| 946 | 1,430 | |
| Expenses from write off regarding the variable purchase price recei |
||
| vable for BBV 08 | 0 | 300 |
| Other income | 0 | (4) |
| Interest expense | 2 | 40 |
| Interest income | 0 | (71) |
| 948 | 1,695 |
There were the following receivables from and liabilities to companies in the IC Immobilien Group:
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Receivables | 0 | 74 |
| Liabilities from loans | 0 | (115) |
| Liabilities from services | (20) | (237) |
| Other liabilities | 0 | (15) |
| (20) | (293) |
| December 31 | ||
|---|---|---|
| thousand € | 2009 | 2008 |
| Payments due at short term | 366 | 449 |
| Services rendered after terminati on of employment contract |
4 | 3 |
| Services rendered due to termina tion of employment contract |
325 | 0 |
| 695 | 452 |
The remuneration payments for 2009 are as follows:
| € | F. Schaich | M. Heiler | Total |
|---|---|---|---|
| a) Active members of Mangement Board | |||
| Performance-unrelated remuneration | |||
| Fixed salary | 204,000 | 131,400 | 335,400 |
| Benefits in kind and other | 12,966 | 17,148 | 30,114 |
| Performance-related remuneration | 0 | 0 | 0 |
| 216,966 | 148,548 | 365,514 | |
| b) Former members of Management Board | |||
| Serverance payment | 0 | 265,000 | 265,000 |
| Salary until termination of employment contract | 0 | 43,800 | 43,800 |
| Benefits in kind and other | 0 | 16,088 | 16,088 |
| 0 | 324,888 | 324,888 | |
| Benefits according to § 285 Nr. 9 HGB | 216,966 | 473,436 | 690,402 |
| Expenses for pension plan | 2,477 | 2,430 | 4,907 |
| Total | 219,443 | 475,866 | 695,309 |
Employment contract Frank Schaich, term to September 30, 2012 – Mr. Schaich receives a fixed annual salary of € 204,000 (gross) for his activities. A bonus of 1.25% of the dividend less his fixed annual salary is paid as performance-related remuneration. No remuneration components were agreed as longterm incentives with a risk character. Mr. Schaich is entitled to a car in the price category up to max. € 45,000 for business and private use. In addition, Mr. Schaich receives a contribution to retirement insurance in the amount of the respective maximum mandatory employer's contribution to statutory pension insurance. In addition, for the duration of his employment contract, Mr. Schaich is insured for death in the amount of € 380,000 and full invalidity in the amount of € 760,000 as part of a group accident insurance policy.
The company took over a pension commitment issued by a former employer dated January 1, 1997, with effect from October 1, 2007, by way of an agreement dated July 10, 2008. In return, the former employer transferred to the company the reinsurance policy concluded in connection with the pension commitment. Mr. Schaich receives benefits of DM 383,298.00 when he leaves the company after reaching the age of 65. If he dies before receiving the benefits, his legally married wife will receive benefits of DM 455,653.00 with an annual reduction of DM 2,605 thousand p.a. from the second year in which the pension commitment is issued. Continuation of the pension commitment replaces the retirement benefits contractually promised to Mr. Schaich in the amount of the respective highest mandatory amount to be paid by the employer to the statutory pension scheme.
Employment contract with Manfred Heiler prematurely ended on December 31, 2009 – For his work, Mr. Heiler received a fixed annual gross salary of € 175,200. As a performance fee, his contract also included a variable bonus of 1.25% of the dividend minus the fixed annual salary. Remuneration components with long term incentives and involving risk were not agreed. Mr. Heiler was entitled to a car costing less than € 45,000 for personal and company use. Mr. Heiler also received a pension insurance contribution equating to the highest mandatory
sum payable by the employer for statutory pension insurance. In addition, Mr. Heiler was insured for the duration of the employment contract for € 250,000 in the event of death and € 500,000 in the event of full invalidity as part of a group insurance policy. The company also paid two thirds of the contributions for the pension fund administered by the Bank Insurance Association (Bankenversicherungsvereins) in Berlin, Germany, on behalf of Mr. Heiler. The employment contract was originally valid until November 30, 2012.
Pursuant to an agreement made on August 28, 2009, Mr. Heiler left the Management Board on September 30, 2009. In accordance with the agreement, he received his salary until December 31, 2009, upon which date the employment contract ended. A settlement fee of € 265,000 was paid. Mr. Heiler may make use of his company car to the same extent as previously until November 30, 2010 (end of the leasing agreement).
Loans and advances – The members of the Management Board were not granted any loans or advances. In addition, no contingent liabilities were entered into in favor of members of the Management Board. There are also no pension commitments, subscription rights or other share-based payments.
Supervisory Board remuneration – The members of the Supervisory Board were granted current payments totaling € 16 thousand in fiscal year 2009 (2008: € 29 thousand). No loans and advances were granted to members of the Supervisory Board; in addition, no contingent liabilities were entered into in favor of Supervisory Board members.
The company is not aware of any events after the balance sheet date that have to be reported.
Last on March 15, 2010, the Management and Supervisory Boards issued the declaration of conformity within the meaning of Section 161 of the AktG. This declaration was made permanently accessible to shareholders on the company's website.
The following German subsidiaries with the legal form of a partnership within the meaning of Section 264a of the HGB have partially used the option provided in Section 264b of the HGB:
BBV Immobilien-Fonds Nr.3 GmbH & Co. KG, Munich
BBV Immobilien-Fonds Nr.6 GmbH & Co. KG, Munich
Munich, March 16, 2010
Fair Value REIT-AG
Frank Schaich
We have audited the consolidated financial statements of Fair Value REIT-AG, Munich, comprising the balance sheet, income statement, statement of changes in shareholders' equity, cash flow statement and notes to the financial statements as well as the Group management report for the fiscal year from January 1 to December 31, 2009. The preparation of the consolidated financial statements and the consolidated management report in accordance with IFRSs, as they are to be applied in the EU, and the supplementary provisions of Section 315a (1) of the Handelsgesetzbuch (HGB – German Commercial Code) are the responsibility of the company's legal representatives. Our responsibility is to express an opinion, based on our audit, on the annual consolidated financial statements and the consolidated management report.
We conducted our audit in accordance with Section 317 of the HGB and in compliance with the principles of proper auditing adopted by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the Group management report are detected with reasonable assurance. The process of defining the audit procedures takes account of knowledge about the business activities and the economic and legal environment of the company, as well as expectations of possible errors. An audit includes examining, largely on a test basis, the effectiveness of the internal control system and evidence supporting the amounts and disclosures in the annual consolidated financial statements and the Group management report. An audit also includes assessing the annual financial statements of the companies included in the consolidation, the definition of the scope of consolidation, the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the annual consolidated financial statements and the Group management report. We are confident that our audit provides a sufficiently sound basis on which to make an assessment.
Our audit led to no objections.
In our opinion, based on the results of our audit, the consolidated financial statements comply with IFRSs as these are to be applied in the EU and the supplementary provisions of the HGB as stipulated by Section 315a (1) of the HGB, and convey a true and fair view of the Group's financial position and results of operations. The Group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Duesseldorf, March 16, 2010
BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
R. Irlbeck Dr. G. Kaulen Wirtschaftsprüfer Wirtschaftsprüfer
To our shareholders Group management report Consolidated financial
statements
To the best of my knowledge, I declare that, according to the principles of proper consolidated reporting applied, the consolidated financial statements provide a true and fair view of the Group's net assets, financial position and results of operations, that the Group management interim report presents the Group's business including the results and the Group's position such as to provide a true and fair view and that the major opportunities and risks of the Group's anticipated growth for the remaining fiscal year are described.
Munich, March 16, 2010
Fair Value REIT-AG
Frank Schaich
Liabilities and Portfolio in detail
| Bookvalue according to |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| IFRS | Ac | ||||||||
| Total Decem | Effectiv | Deri | LTV | tual | DSCR | Actual | |||
| Fund | Object | Bank | ber 31, 2009 Fixed until | rate | vate | max. | LTV | Min. | DSCR |
| Konzern | |||||||||
| FVAG | Participation purchase | WIB Westdt. Immobilienbank | -7,500.000 31.07.2011 | 5.21% | 20% | 13% | 18% | 25% | |
| FVAG | Portfolio | WIB Westdt. Immobilienbank | -21,666.920 29.06.2018 | 6.00% | SWAP | 75% | 73% | 110% | 109% |
| FVAG | Portfolio Total Direct investments |
WIB Westdt. Immobilienbank | -11,343.080 29.06.2018 -40,510.000 |
6.00% | SWAP | 75% | 73% | 110% | 109% |
| IC07 | Teltow | HRE Hypo Real Estate | -3,404.824 31.12.2013 | 5.15% | n/a | n/a | |||
| Total IC 07 | -3,404.824 | ||||||||
| IC03 | Neuss | HRE Hypo Real Estate | -3,449.188 31.10.2011 | 5.55% | n/a | n/a | |||
| Total IC 03 IC01 |
Alzey | HRE Hypo Real Estate | -3,449.188 -1,039.908 30.09.2013 |
5.15% | n/a | n/a | |||
| IC01 | Essen | HRE Hypo Real Estate | -866.595 30.09.2013 | 5.15% | n/a | n/a | |||
| Total IC 01 | -1,906.503 | ||||||||
| BBV 06 | Portfolio | HVB HypoVereinsbank | -26,802.298 29.06.2012 | 2.76% | CAP | n/a | n/a | ||
| BBV 06 | Hannover | HVB HypoVereinsbank | -5,072.390 02.07.2012 | 4.86% | SWAP | n/a | n/a | ||
| BBV 06 | Köln, Seligenstadt | HVB HypoVereinsbank | -4,770.658 02.07.2012 | 4.68% | SWAP | n/a | n/a | ||
| Total BBV IC13 |
06 Potsdam |
HRE Hypo Real Estate | -36,645.346 -2,625.140 31.10.2011 |
2.48% | n/a | n/a | |||
| IC13 | Neubrandenb. | HRE Hypo Real Estate | -2,627.976 31.07.2011 | 2.48% | n/a | n/a | |||
| IC13 | Neubrandenb. | HRE Hypo Real Estate | -8,521.920 31.10.2011 | 2.48% | n/a | n/a | |||
| IC13 | Neubrandenb. | HRE Hypo Real Estate | -2,097.873 31.12.2013 | 3.32% | n/a | n/a | |||
| IC13 | Neubrandenb. | HRE Hypo Real Estate | -638.589 31.12.2013 | 3.32% | n/a | n/a | |||
| IC13 | Langenfeld | Corealcredit | -4,383.443 31.10.2011 | 2.48% | n/a | n/a | |||
| IC13 | Langenfeld | Corealcredit | -67.461 31.10.2011 | 2.48% | n/a | n/a | |||
| IC13 | Langenfeld | Corealcredit | -530.807 31.10.2011 | 2.48% | n/a | n/a | |||
| IC13 IC13 |
Langenfeld Langenfeld |
Corealcredit Corealcredit |
-153.065 28.02.2012 -753.610 28.02.2012 |
2.48% 2.48% |
n/a n/a |
n/a n/a |
|||
| Total IC 13 | -22,399.884 | ||||||||
| Total Group | -108,315.745 | ||||||||
| Associated companies | |||||||||
| BBV 14 | Portfolio | HSH Nordbank | -51,436.938 31.12.2014 | 5.18% | n/a | n/a | |||
| Total BBV | 14 | -51,436.938 | |||||||
| IC12 Total IC 12 |
Bankgeb.Chem | WIB Westdt. Immobilienbank | -2,327.236 15.09.2016 -2,327.236 |
5.23% | 50% | 32% | 120% | 216% | |
| BBV 02 | Erlangen | BBV Lebensversicherung | -192.838 31.12.2011 | 5.06% | n/a | n/a | |||
| BBV 02 | Erlangen | BBV Lebensversicherung | -1,005.284 31.12.2016 | 5.23% | n/a | n/a | |||
| BBV 02 | Erlangen | BBV Lebensversicherung | -143.822 31.12.2016 | 5.23% | n/a | n/a | |||
| Total BBV | 02 | -1,341.944 | |||||||
| IC15 | Chemnitz (Employment office) HSH Nordbank | -3,279.795 30.11.2012 | 5.10% | n/a | n/a | ||||
| IC15 | Chemnitz (Employment office) HSH Nordbank | -1,459.889 30.11.2012 | 5.10% | n/a | n/a | ||||
| IC15 | Chemnitz (Employment office) HSH Nordbank | -400.471 30.11.2012 | 5.10% | n/a | n/a | ||||
| IC15 IC15 |
Quickborn Dresden |
Eurohypo HSH Nordbank |
-8,786.415 31.12.2012 -3,306.263 30.09.2012 |
5.10% 5.10% |
n/a n/a |
n/a n/a |
|||
| IC15 | Dresden | HSH Nordbank | -667.266 30.09.2012 | 5.10% | n/a | n/a | |||
| IC15 | Chemnitz-Passage | HVB HypoVereinsbank | -3,276.466 31.12.2014 | 4.67% | n/a | n/a | |||
| IC15 | Chemnitz-Passage | Archon Capital | -1,756.454 30.12.2012 | 5.10% | n/a | n/a | |||
| Total IC 15 | -22,933.019 | ||||||||
| BBV 10 | Portfolio | BBV Lebensversicherung | -24,231.073 31.12.2012 | 5.10% | SWAP | n/a | n/a | ||
| BBV 10 | Portfolio | BBV Lebensversicherung | -2,895.093 31.12.2012 | 5.10% | SWAP | n/a | n/a | ||
| BBV 10 BBV 10 |
Buchwert Zinsswaps Portfolio |
HVB HypoVereinsbank HVB HypoVereinsbank |
-1,599.388 31.12.2012 -33,318.997 31.12.2013 |
5.10% 6.21% |
SWAP | n/a n/a |
n/a n/a |
||
| BBV 10 | Portfolio | HVB HypoVereinsbank | -2,758.819 31.12.2013 | 6.21% | SWAP | n/a | n/a | ||
| BBV 10 | Portfolio | HVB HypoVereinsbank | -9,014.330 31.12.2013 | 6.21% | SWAP | n/a | n/a | ||
| Total BBV | 10 | -73,817.700 | |||||||
| IC10 | Rabenstein | HRE Hypo Real Estate | -7,561.406 31.12.2016 | 5.23% | n/a | n/a | |||
| Total IC 10 | -7,561.406 | ||||||||
| BBV 09 BBV 09 |
Diverse Diverse |
NordLB NordLB |
-45,219.751 31.12.2013 -30,400.201 31.12.2013 |
6.48% 6.48% |
SWAP SWAP |
n/a n/a |
n/a n/a |
||
| Total BBV | 09 | -75,619.952 | |||||||
| Total associated companies | -234,995.696 (Fair Value's share € 82.8 million) | ||||||||
As in the previous years, Frankfurt-based CB Richard Ellis GmbH (CBRE) was engaged by Fair Value to value its directly and indirectly held properties as of December 31, 2009. CBRE is not a company regulated by a supervisory body, however it does employ publicly appointed, sworn experts, members of the Royal Institution of Chartered Surveyors (RICS) and real estate experts certified by HypZert GmbH in its Valuation division.
According to the Practical Statement (PS) 3.2 of the RICS Valuation Standards (6th edition) from the Royal Institution of Chartered Surveyors (RICS), London, CBRE identified the properties' market values as defined below:
"The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."
In terms of concept and content, "market value" according to the definition by the Royal Institution of Chartered Surveyors (RICS) and "fair value" according to IFR and IAS 40 are comparable.
The market value was identified in each case taking into account incidental acquisition costs (land transfer tax, estate agents' fees and notary's and attorneys' fees) and was presented as the net capital value.
The market values of the individual properties was determined using the internationally recognized discounted cash flow method. The discounted cash flow method forms the basis for dynamic
calculations and is used to calculate the value of cash flows anticipated in future on various dates and in differing amounts.
In so doing, after identifying all of the factors relevant for the valuation, the future cash flows, some of which are linked to forecasts, are aggregated on an accrual basis. The balance of the receipts and payments recorded is then discounted to a fixed point in time (valuation date) using the discount rate. in contrast to the German Ertragswertverfahren (income-based approach) according to the Wertermittlungsverordnung (WertV – German Value Calculation Directive), the cash flows are explicitly quantified during the observed period and are not shown as annuity payments.
As the impact of future cash flows falls as a result of the discounting, and as the forecasting insecurity increases over the observed period, as a rule in the case of real estate investments the stabilized net investment income is capitalized over a tenyear period (detailed observation period) using a growthimplicit minimum interest rate (capitalization rate) and discounted to the valuation date.
The assumptions used in the valuation model reflect the average assumptions of the dominant investors on the market on the respective valuation date. These valuation parameters reflect the standard market expectations and the extrapolation of the analyzed past figures for the property to be valued or for one or several comparable properties.
CBRE estimated the valuation parameters as best possible using its best judgment, and these can be broken down into two groups. The property-specific valuation parameters include, for example, rent for initial term and renewals, the probability of existing rental agreements being extended, vacancy periods and vacancy costs, noallocable incidental costs and capital expenditure expected by the owner, fitting and rental costs for initial and renewals as well as property and leasespecific overall interest on the capital tied up in the investment.
The general economic factors include, in particular, changes to market prices and rent during the detailed observation period and the inflation assumed in the calculation model.
According to Guidance note 5 of the RICS Valuation Standards CBRE points out explicitly in its valuation report as of February 12, 2010, that against the background of the currently rapidly changing environment on global financial and national real estate markets the market value is a "snapshot" as of the balance sheet date, which reflects the market conditions valid on the reporting day. CBRE furthermore states that the market value should not be understood as a figure valid for a longer period of time but is subject to market related fluctuations.
Liabilities and Portfolio in detail Glossary
| Year | Last | Capitaliza | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of | renovati | Market | Market | Discount | tion | |||||||
| Primary | cons truc |
on / moderni |
value December |
value December |
rate December |
rate December |
Lettable | |||||
| Address | Town | Fund | use | tion | zation | Plot size | 31, 2008 | 31, 2009 | Change | 31, 2009 | 31, 2009 | space |
| [m²] | [€ K] | [€ K] | [%] | [%] | [%] | [m²] | ||||||
| Direct holdings | ||||||||||||
| Hauptstraße 56e / 56 d | Appen | Office | 1975 | 1995 | 4,320 | 230 | 225 | -2.2 | 7.10 | 6.60 | 212 | |
| Bleeck 1 | Bad Bramstedt | Office | 1973 | 2006 | 3,873 | 1,200 | 1,150 | -4.2 | 6.80 | 5.90 | 997 | |
| Oldesloer Straße 24 | Bad Segeberg | Office | 1982 | 2007 | 5,152 | 9,240 | 8,900 | -3.7 | 6.80 | 6.30 | 9,144 | |
| Königstr. 19-21 | Barmstedt | Office | 1911 | ongoing | 2,842 | 1,460 | 1,380 | -5.5 | 6.75 | 6.25 | 1,264 | |
| Bahnhofstraße 9 | Bönnigstedt | Office | 1992 | 2003 | 1,131 | 240 | 230 | -4.2 | 7.10 | 6.80 | 211 | |
| Bahnhofstraße 14 | Boostedt | Office | 1989 | 2005 | 1,006 | 130 | 120 | -7.7 | 6.50 | 5.90 | 114 | |
| Am alten Markt 9a | Bornhöved | Office | 1991 | 2005 | 873 | 680 | 660 | -2.9 | 6.80 | 6.10 | 664 | |
| Berliner Damm 6 | Ellerau | Office | 1990 | 2000 | 1,177 | 410 | 400 | -2.4 | 6.90 | 6.70 | 369 | |
| Pinneberger Straße 155 | Ellerbek | Office | 1985 | 2001 | 1,708 | 360 | 350 | -2.8 | 6.80 | 5.80 | 356 | |
| Dorfstraße 29 | Geschendorf | Office | 1985 | 2006 | 1,154 | 230 | 235 | 2.2 | 7.00 | 5.90 | 316 | |
| Hauptstraße 33 | Halstenbek | Office | 1969 | 2001 | 1,195 | 860 | 820 | -4.7 | 7.40 | 7.00 | 791 | |
| Seestraße 232 | Halstenbek | Office | 1976 | 2002 | 549 | 90 | 87 | -3.3 | 7.30 | 6.80 | 188 | |
| Friesenstraße 59 | Helgoland | Office | 1986 | 2000 | 194 | 610 | 570 | -6.6 | 6.60 | 5.70 | 488 | |
| Hamburger Straße 83 | Henstedt-Ulzburg | Office | 1989 | 2004 | 1,219 | 1,100 | 1,060 | -3.6 | 6.70 | 6.20 | 1,005 | |
| Holstenstraße 32 | Kaltenkirchen | Office | 1978 | 2005 | 1,893 | 1,970 | 1,830 | -7.1 | 6.90 | 6.50 | 1,581 | |
| Köllner Chaussee 27 | Kölln-Reisiek | Office | 1990 | 2001 | 1,004 | 180 | 180 | 0.0 | 7.10 | 6.40 | 168 | |
| Hamburger Straße 40 | Leezen | Office | 1989 | 2005 | 886 | 190 | 190 | 0.0 | 7.00 | 6.60 | 174 | |
| Segeberger Straße 21 | Nahe | Office | 1971 | 2004 | 1,698 | 700 | 690 | -1.4 | 7.00 | 6.50 | 734 | |
| Ehndorfer Straße 153 | Neumünster | Office | 1971 | 2003 | 1,685 | 250 | 240 | -4.0 | 7.60 | 7.00 | 346 | |
| Kuhberg 11-13 | Neumünster | Office | 1989 | 2005 | 5,286 | 15,300 | 14,700 | -3.9 | 6.75 | 6.25 | 11,808 | |
| Röntgenstraße | Neumünster | Office | 1972 | 1998 | 2,481 | 280 | 275 | -1.8 | 7.30 | 6.70 | 534 | |
| Ulzburger Str. 363 d / e | Norderstedt | Office | 1994 | 2004 | 2,762 | 1,480 | 1,420 | -4.1 | 6.70 | 6.00 | 1,340 | |
| Ulzburger Str. 545 / 547 | Norderstedt | Office | 1960 | 1,313 | 510 | 620 | 21.6 | 8.00 | 7.50 | 1,005 | ||
| Damm 49 | Pinneberg | Office | 1996 | 2007 | 1,383 | 2,370 | 2,280 | -3.8 | 7.00 | 6.50 | 1,930 | |
| Oeltingsallee 30 | Pinneberg | |||||||||||
| Quellental | Office | 1970 | 2002 | 2,047 | 660 | 640 | -3.0 | 6.80 | 6.10 | 624 | ||
| Kieler Straße 100 | Quickborn | Office | 1980 | 2002 | 1,625 | 1,490 | 1,430 | -4.0 | 6.80 | 6.20 | 1,309 | |
| Hauptstraße 49 | Rellingen | Office | 1983 | 2001 | 828 | 560 | 550 | -1.8 | 7.50 | 6.90 | 524 | |
| Rosenstraße 15 | Sparrieshoop | Office | 1961 | 1999 | 984 | 200 | 195 | -2.5 | 7.40 | 6.90 | 237 | |
| Willy-Meyer-Straße 3-5 | Tornesch | Office | 1977 | 2003 | 970 | 590 | 560 | -5.1 | 6.90 | 6.30 | 657 | |
| Am Markt 1 | Trappenkamp | Office | 1985 | 2005 | 1,190 | 660 | 640 | -3.0 | 6.90 | 6.00 | 787 | |
| Wassermühlenstraße 5 | Uetersen | Office | 2001 | 2,348 | 1,890 | 1,790 | -5.3 | 6.70 | 5.80 | 1,726 | ||
| Markt 1 | Wahlstedt | Office | 1975 | 2005 | 1,848 | 1,150 | 1,110 | -3.5 | 6.70 | 6.20 | 1,346 | |
| Sub-total direct holdings | 58,624 | 47,270 | 45,527 | -3.7 | 42,948 | |||||||
| Subsidiaries | ||||||||||||
| Rheinstr. 8 | Teltow | IC07 | Office | 1995 | 5,324 | 7,500 | 7,110 | -5.2 | 7.70 | 6.70 | 9,731 | |
| Im Taubental 9-17 | Neuss | IC03 | Logistics | 1990 | 19,428 | 7,720 | 7,320 | -5.2 | 7.70 | 7.10 | 12,064 | |
| Heidhauser Straße 94 | Essen | |||||||||||
| Heidhausen | IC01 | Retail | 1990 | 4,776 | 2,600 | 2,700 | 3.8 | 7.00 | 6.60 | 1,386 | ||
| Hospitalstraße 17 - 19 / | ||||||||||||
| Judengasse 21 | Alzey | IC01 | Retail | 1990 | 2007 | 2,243 | 1,740 | 1,640 | -5.7 | 7.00 | 6.50 | 1,989 |
| Andreasstr. 1 | Ahaus-Wüllen | BBV06 Retail | 1990 | 5,513 | 1,110 | 1,060 | -4.5 | 7.90 | 7.20 | 1,496 | ||
| Andreasstr. 3 - 7 | Ahaus-Wüllen | BBV06 Retail | 1973 | 13,036 | 4,380 | 4,220 | -3.7 | 7.60 | 6.80 | 3,915 | ||
| Marktplatz 3 | Altenberge | BBV06 Retail | 1986 | 1,756 | 1,190 | 1,120 | -5.9 | 7.00 | 6.40 | 1,285 | ||
| Heerenbergerstr. 51 | Emmerich | BBV06 Retail | 1987 | 4,314 | 870 | 850 | -2.3 | 7.60 | 6.80 | 1,415 | ||
| Hubert-Prott-Str. 117 | Frechen | BBV06 Retail | 1988 | 4,282 | 1,270 | 1,210 | -4.7 | 7.30 | 6.70 | 1,225 | ||
| Schwarzer Weg 21-24 | Hamm | BBV06 Retail | 1990 | 2,665 | 1,350 | 1,352 | 0.1 | 7.10 | 6.30 | 1,349 | ||
| Hinüberstr. 6 | Hannover | BBV06 Other | 1981 | 2006 | 3,204 | 20,000 | 18,800 | -6.0 | 7.00 | 6.40 | 19,460 | |
| Köhlstr. 8 | Köln | BBV06 Logistics | 1982 | 40,591 | 9,360 | 9,550 | 2.0 | 8.10 | 7.30 | 23,626 | ||
| Gutenbergstr. 152/ | ||||||||||||
| St. Töniser Str. 12 | Krefeld | BBV06 Retail | 1990 | 8,417 | 4,100 | 3,440 | -16.1 | 7.80 | 6.80 | 4,683 |
| Fair Value REIT | -AG's share | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annu | Remaining | |||||||||||
| Annu | alized | Participating | Market | Market | term of | Income | Annu | Contractu | ||||
| Vacan | alized contrac |
poten tial |
interest December |
value December |
value December |
rental agree |
based occupancy |
alized contractu |
Annualized potential |
al rental yield befo |
Potential rental yield |
|
| cies | tual rent | rent | 31, 2009 | 31, 2008 | 31, 2009 Change | ments | rate | al rent | rent | re costs | before costs | |
| [m²] | [€ K] | [€ K] | [%] | [€ K] | [€ K] | [%] | [years] | [%] | [€ K] | [€ K] | [%] | [%] |
| Figures as of December 31, 2009 | ||||||||||||
| 0 | 19 | 19 | 100.00 | 230 | 225 | -2.2 | 8.0 | 100.0 | 19 | 19 | 8.6 | 8.6 |
| 0 | 79 | 79 | 100.00 | 1,200 | 1,150 | -4.2 | 14.8 | 100.0 | 79 | 79 | 6.8 | 6.8 |
| 378 | 610 | 637 | 100.00 | 9,240 | 8,900 | -3.7 | 13.2 | 95.7 | 610 | 637 | 6.9 | 7.2 |
| 0 | 93 | 93 | 100.00 | 1,460 | 1,380 | -5.5 | 14.0 | 100.0 | 93 | 93 | 6.8 | 6.8 |
| 0 | 19 | 19 | 100.00 | 240 | 230 | -4.2 | 8.0 | 100.0 | 19 | 19 | 8.4 | 8.4 |
| 0 | 10 | 10 | 100.00 | 130 | 120 | -7.7 | 8.0 | 100.0 | 10 | 10 | 8.7 | 8.7 |
| 0 | 52 | 52 | 100.00 | 680 | 660 | -2.9 | 7.3 | 100.0 | 52 | 52 | 7.8 | 7.8 |
| 0 | 31 | 31 | 100.00 | 410 | 400 | -2.4 | 8.0 | 100.0 | 31 | 31 | 7.8 | 7.8 |
| 0 | 28 | 28 | 100.00 | 360 | 350 | -2.8 | 5.8 | 100.0 | 28 | 28 | 8.0 | 8.0 |
| 0 0 |
20 65 |
20 65 |
100.00 100.00 |
230 860 |
235 820 |
2.2 -4.7 |
6.1 8.0 |
100.0 100.0 |
20 65 |
20 65 |
8.6 7.9 |
8.6 7.9 |
| 0 | 8 | 8 | 100.00 | 90 | 87 | -3.3 | 8.0 | 100.0 | 8 | 8 | 9.5 | 9.5 |
| 0 | 38 | 38 | 100.00 | 610 | 570 | -6.6 | 11.7 | 100.0 | 38 | 38 | 6.7 | 6.7 |
| 0 | 72 | 72 | 100.00 | 1,100 | 1,060 | -3.6 | 16.0 | 100.0 | 72 | 72 | 6.8 | 6.8 |
| 0 | 123 | 123 | 100.00 | 1,970 | 1,830 | -7.1 | 15.8 | 100.0 | 123 | 123 | 6.7 | 6.7 |
| 0 | 15 | 15 | 100.00 | 180 | 180 | 0.0 | 8.0 | 100.0 | 15 | 15 | 8.6 | 8.6 |
| 0 | 16 | 16 | 100.00 | 190 | 190 | 0.0 | 8.0 | 100.0 | 16 | 16 | 8.4 | 8.4 |
| 0 | 60 | 60 | 100.00 | 700 | 690 | -1.4 | 8.0 | 100.0 | 60 | 60 | 8.7 | 8.7 |
| 0 | 23 | 23 | 100.00 | 250 | 240 | -4.0 | 6.1 | 100.0 | 23 | 23 | 9.6 | 9.6 |
| 0 0 |
961 29 |
961 29 |
100.00 100.00 |
15,300 280 |
14,700 275 |
-3.9 -1.8 |
15.4 7.0 |
100.0 100.0 |
961 29 |
961 29 |
6.5 10.4 |
6.5 10.4 |
| 0 | 106 | 106 | 100.00 | 1,480 | 1,420 | -4.1 | 13.2 | 100.0 | 106 | 106 | 7.5 | 7.5 |
| 408 | 49 | 70 | 100.00 | 510 | 620 | 21.6 | 3.4 | 69.9 | 49 | 70 | 7.9 | 11.2 |
| 0 | 177 | 177 | 100.00 | 2,370 | 2,280 | -3.8 | 3.0 | 100.0 | 177 | 177 | 7.8 | 7.8 |
| 0 | 52 | 52 | 100.00 | 660 | 640 | -3.0 | 4.7 | 100.0 | 52 | 52 | 8.1 | 8.1 |
| 0 | 100 | 100 | 100.00 | 1,490 | 1,430 | -4.0 | 16.0 | 100.0 | 100 | 100 | 7.0 | 7.0 |
| 0 0 |
42 17 |
42 17 |
100.00 100.00 |
560 200 |
550 195 |
-1.8 -2.5 |
8.0 5.2 |
100.0 100.0 |
42 17 |
42 17 |
7.7 8.9 |
7.7 8.9 |
| 0 | 55 | 55 | 100.00 | 590 | 560 | -5.1 | 6.2 | 100.0 | 55 | 55 | 9.9 | 9.9 |
| 0 | 54 | 54 | 100.00 | 660 | 640 | -3.0 | 6.5 | 100.0 | 54 | 54 | 8.4 | 8.4 |
| 0 | 125 | 125 | 100.00 | 1,890 | 1,790 | -5.3 | 13.1 | 100.0 | 125 | 125 | 7.0 | 7.0 |
| 0 | 93 | 93 | 100.00 | 1,150 | 1,110 | -3.5 | 5.7 | 100.0 | 93 | 93 | 8.4 | 8.4 |
| 786 | 3,243 | 3,291 | 47,270 | 45,527 | -3.7 | 12.1 | 98.5 | 3,243 | 3,291 | 7.1 | 7.2 | |
| 3,196 | 440 | 694 | 75.73 | 5,680 | 5,385 | -5.2 | 2.5 | 63.4 | 333 | 526 | 6.2 | 9.8 |
| 622 | 576 | 631 | 71.58 | 5,526 | 5,240 | -5.2 | 1.1 | 91.3 | 412 | 451 | 7.9 | 8.6 |
| 0 | 216 | 216 | 55.79 | 1,451 | 1,506 | 3.8 | 12.8 | 100.0 | 121 | 121 | 8.0 | 8.0 |
| 318 | 109 | 129 | 55.79 | 971 | 915 | -5.7 | 6.4 | 85.0 | 61 | 72 | 6.7 | 7.8 |
| 0 | 108 | 108 | 55.55 | 609 | 589 | -3.4 | 2.0 | 100.0 | 60 | 60 | 10.2 | 10.2 |
| 0 | 473 | 473 | 55.55 | 2,404 | 2,344 | -2.5 | 5.0 | 100.0 | 263 | 263 | 11.2 | 11.2 |
| 0 92 |
106 84 |
106 87 |
55.55 55.55 |
653 478 |
622 472 |
-4.8 -1.1 |
1.8 3.8 |
100.0 96.8 |
59 47 |
59 48 |
9.5 9.9 |
9.5 10.2 |
| 0 | 135 | 135 | 55.55 | 697 | 672 | -3.6 | 3.8 | 100.0 | 75 | 75 | 11.2 | 11.2 |
| 0 | 144 | 144 | 55.55 | 741 | 751 | 1.3 | 10.5 | 100.0 | 80 | 80 | 10.7 | 10.7 |
| 0 | 1,636 | 1,636 | 55.55 | 10,979 | 10,443 | -4.9 | 5.0 | 100.0 | 909 | 909 | 8.7 | 8.7 |
| 8,220 | 641 | 986 | 55.55 | 5,138 | 5,305 | 3.2 | 1.8 | 65.0 | 356 | 548 | 6.7 | 10.3 |
St. Töniser Str. 12 Krefeld BBV06 Retail 1990 8,417 4,100 3,440 -16.1 7.80 6.80 4,683 0 451 451 55.55 2,251 1,911 -15.1 0.7 100.0 251 251 13.1 13.1
Liabilities and Portfolio in detail Glossary
| Year | Last | Capitaliza | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| of cons |
renovati on / |
Market value |
Market value |
Discount rate |
tion rate |
||||||
| Address | Town | Primary Fund |
truc tion |
moderni | December | December | Change | December 31, 2009 |
December 31, 2009 |
Lettable space |
|
| use | zation | Plot size [m²] |
31, 2008 [€ K] |
31, 2009 [€ K] |
[%] | [%] | [%] | [m²] | |||
| Lippestr. 2 | Lippetal-Herzfeld BBV06 Retail | 1990 | 3,155 | 1,550 | 1,590 | 2.6 | 7.70 | 7.00 | 1,452 | ||
| Zeughausstr. 13 | Meschede | BBV06 Retail | 1989 | 1,673 | 500 | 470 | -6.0 | 7.50 | 6.80 | 1,095 | |
| Äußere Spitalhof | |||||||||||
| str. 15-17 | Passau | BBV06 Retail | 2007 | 2007 | 2,884 | 4,440 | 3,900 | -12.2 | 7.50 | 7.20 | 8,492 |
| Steinheimer Str. 64 | Seligenstadt | BBV06 Retail | 1983 | 4,000 | 1,780 | 1,465 | -17.7 | 7.40 | 6.90 | 1,390 | |
| Bahnhofstraße 20 a-e | Waltrop | BBV06 Retail | 1989 | 1,742 | 2,870 | 2,780 | -3.1 | 7.40 | 6.70 | 2,124 | |
| Adalbertsteinweg 32-36 | Aachen | BBV03 Office | 1990 | 1,038 | 2,030 | 1,520 | -25.1 | 7.40 | 6.50 | 2,264 | |
| Marconistr. 4-8 | Köln | BBV03 Logistics | 1990 | 13,924 | 3,330 | 3,250 | -2.4 | 7.10 | 6.50 | 9,640 | |
| Hauptstr. 51 - 55 | Weyhe-Leeste | BBV03 Retail | 1989 | 2005 | 11,248 | 3,780 | 3,570 | -5.6 | 7.10 | 6.60 | 3,141 |
| Max-Planck-Ring 26/28 | Langenfeld | IC13 Logistics |
1996 | 14,727 | 10,200 | 9,350 | -8.3 | 7.30 | 6.70 | 10,453 | |
| Friedrich-Engels-Ring 52 Neubrandenburg IC13 | Office | 1996 | 4,705 | 9,550 | 8,330 | -12.8 | 7.10 | 6.30 | 7,557 | ||
| Großbeerenstr. 231 | Potsdam | IC13 Office |
1995 | 2,925 | 3,850 | 3,700 | -3.9 | 6.90 | 6.30 | 3,824 | |
| Sub-total subsidiaries | 177,570 | 107,070 | 100,297 | -6.3 | 135,057 | ||||||
| Total Group | 236,194 | 154,340 | 145,824 | -5.5 | 178,004 | ||||||
| Associated companies | |||||||||||
| Carnotstr. 5 - 7 Nossener Brücke 8 - 12 |
Berlin Dresden |
BBV14 Office BBV14 Office |
1995 1997 |
4,583 4,134 |
15,600 7,660 |
15,100 7,520 |
-3.2 -1.8 |
6.60 7.40 |
5.90 6.80 |
9,863 8,852 |
|
| Kröpeliner Str. 26-28 | Rostock | BBV14 Retail | 1995 | 7,479 | 61,400 | 61,300 | -0.2 | 6.30 | 5.90 | 19,307 | |
| Hartmannstr. 3 a - 7 | Chemnitz | IC12 Office |
1997 | 4,226 | 7,760 | 7,340 | -5.4 | 6.60 | 6.00 | 8,380 | |
| Henkestr. 5 | Erlangen | BBV02 Retail | 1984 | 6,350 | 1,770 | 1,650 | -6.8 | 7.20 | 6.50 | 2,770 | |
| Heinrich-Lorenz-Str. 35 | Chemnitz | IC15 Office |
1998 | 4,718 | 3,890 | 3,840 | -1.3 | 7.60 | 7.00 | 5,845 | |
| Am alten Bad 1 - 7, | |||||||||||
| Theaterstr. 34a | Chemnitz | IC15 Office |
1997 | 3,246 | 5,560 | 5,870 | 5.6 | 6.50 | 6.10 | 5,110 | |
| Königsbrücker Str. 121 a | Dresden | IC15 Other |
1997 | 4,242 | 11,900 | 12,400 | 4.2 | 6.90 | 6.30 | 11,554 | |
| Pascalkehre 15 / 15a | Quickborn | IC15 Office |
1997 | 9,129 | 13,200 | 13,000 | -1.5 | 7.10 | 6.30 | 10,570 | |
| Zum Rotering 5-7 | Ahaus | BBV10 Retail | 1989 | 3,884 | 2,320 | 2,170 | -6.5 | 7.40 | 6.70 | 2,054 | |
| Vor den Fuhren 2 | Celle | BBV10 Retail | 1992 | 21,076 | 12,500 | 12,100 | -3.2 | 7.25 | 6.50 | 10,611 | |
| Nordpassage 1 | Eisenhüttenstadt BBV10 Retail | 1993 | 20,482 | 53,500 | 49,800 | -6.9 | 7.00 | 6.50 | 40,101 | ||
| Altmärker Str. 5 | Genthin | BBV10 Retail | 1998 | 3,153 | 730 | 730 | 0.0 | 7.80 | 6.90 | 1,275 | |
| Robert-Bosch-Str. 11 | Langen | BBV10 Office | 1994 | 6,003 | 17,700 | 17,000 | -4.0 | 7.10 | 6.60 | 13,657 | |
| Hammer Str. 455-459 | Münster | BBV10 Retail | 1991 | 15,854 | 8,570 | 7,960 | -7.1 | 7.20 | 6.70 | 7,353 | |
| Hannoversche Str. 39 | Osnabrück | BBV10 Retail | 1989 | 7,502 | 3,050 | 3,870 | 26.9 | 7.30 | 6.80 | 4,207 | |
| Klingelbrink 10 | Rheda | ||||||||||
| Wiedenbrück | BBV10 Retail | 1991 | 2,455 | 2,110 | 2,510 | 19.0 | 7.20 | 6.40 | 2,235 | ||
| Lerchenbergstr.112/113, | |||||||||||
| Annendorfer Str. 15/16 | Wittenberg | BBV10 Retail | 1994 | 96,822 | 22,300 | 21,100 | -5.4 | 6.90 | 6.40 | 14,710 | |
| Oberfrohnaer Str. 62 - 74 Chemnitz | IC10 Retail |
1997 | 11,203 | 9,180 | 8,940 | -2.6 | 6.90 | 6.10 | 9,981 | ||
| Leimbacher Straße | Bad Salzungen | BBV09 Retail | 1992 | 22,979 | 13,500 | 12,800 | -5.2 | 7.50 | 6.80 | 10,985 | |
| Mühlhäuser Str. 100 | Eisenach | BBV09 Retail | 1994 | 44,175 | 48,500 | 46,100 | -4.9 | 6.80 | 6.40 | 37,400 | |
| Putzbrunner Str. 71 / 73, | München | ||||||||||
| Fritz-Erler-Str. 3 | Neuperlach | BBV09 Office | 1986 | 10,030 | 38,500 | 36,000 | -6.5 | 6.70 | 6.10 | 19,018 | |
| Weißenfelser Str. 70 | Naumburg | BBV09 Retail | 1993 | 20,517 | 21,000 | 20,100 | -4.3 | 7.25 | 6.75 | 15,180 | |
| An der Backstania 1 | Weilburg | BBV09 Retail | 1994 | 17,211 | 9,750 | 9,800 | 0.5 | 7.30 | 6.70 | 8,145 | |
| Total associated companies | 351,453 | 391,950 | 379,000 | -3.3 | 279,163 | ||||||
| Grand Total | 587,647 | 546,290 | 524,824 | -3.9 | 457,167 |
| Fair Value REIT | -AG's share | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annu alized |
Annu alized poten |
Participating interest |
Market value |
Market value |
Remai ning term of rental |
Income based |
Annu alized |
Annualized | Contractu al rental |
Potential | ||
| Vacan | contrac | tial | December | December | December | agree | occupancy | contractu | potential | yield befo | rental yield | |
| cies | tual rent | rent | 31, 2009 | 31, 2008 | 31, 2009 Change | ments | rate | al rent | rent | re costs | before costs | |
| [m²] | [€ K] | [€ K] | [%] | [€ K] | [€ K] | [%] | [years] | [%] | [€ K] | [€ K] Figures as of December 31, 2009 |
[%] | [%] |
| 0 | 144 | 144 | 55.55 | 851 | 883 | 3.8 | 1.0 | 100.0 | 80 | 80 | 9.0 | 9.0 |
| 0 | 42 | 42 | 55.55 | 274 | 261 | -4.9 | 1.5 | 100.0 | 23 | 23 | 8.9 | 8.9 |
| 0 | 600 | 600 | 55.55 | 2,437 | 2,166 | -11.1 | 7.3 | 100.0 | 333 | 333 | 15.4 | 15.4 |
| 0 | 153 | 153 | 55.55 | 977 | 814 | -16.7 | 3.8 | 100.0 | 85 | 85 | 10.4 | 10.4 |
| 250 | 226 | 246 | 55.55 | 1,575 | 1,544 | -2.0 | 4.3 | 92.1 | 126 | 137 | 8.1 | 8.8 |
| 1,183 | 171 | 238 | 53.79 | 1,090 | 818 | -25.0 | 2.5 | 72.0 | 92 | 128 | 11.3 | 15.7 |
| 0 | 330 | 330 | 53.79 | 1,788 | 1,748 | -2.2 | 2.3 | 100.0 | 178 | 178 | 10.2 | 10.2 |
| 45 | 381 | 382 | 53.79 | 2,029 | 1,920 | -5.4 | 2.4 | 99.8 | 205 | 205 | 10.7 | 10.7 |
| 0 | 1,170 | 1,170 | 50.04 | 5,086 | 4,678 | -8.0 | 5.8 | 100.0 | 585 | 585 | 12.5 | 12.5 |
| 1,327 234 |
1,107 276 |
1,206 306 |
50.04 50.04 |
4,762 1,920 |
4,168 1,851 |
-12.5 -3.6 |
4.3 2.0 |
91.8 90.4 |
554 138 |
604 153 |
13.3 7.5 |
14.5 8.3 |
| 15,485 | 9,721 | 10,613 | 60,367 | 57,008 | -5.6 | 4.1 | 90.8 | 5,426 | 5,973 | 9.5 | 10.5 | |
| 16,271 | 12,964 | 13,904 | ||||||||||
| 606 | 1,178 | 1,276 | 45.09 | 7,024 | 6,808 | -3.1 | 1.5 | 92.3 | 531 | 575 | 7.8 | 8.5 |
| 1,040 | 658 | 755 | 45.09 | 3,449 | 3,391 | -1.7 | 0.9 | 87.2 | 297 | 340 | 8.8 | 10.0 |
| 194 | 4,284 | 4,309 | 45.09 | 27,646 | 27,640 | 0.0 | 6.0 | 99.4 | 1,932 | 1,943 | 7.0 | 7.0 |
| 1,620 | 478 | 615 | 40.22 | 3,121 | 2,952 | -5.4 | 3.1 | 77.8 | 192 | 247 | 6.5 | 8.4 |
| 0 0 |
220 533 |
220 533 |
39.68 38.37 |
689 1,492 |
655 1,473 |
-5.0 -1.2 |
2.6 0.8 |
100.0 100.0 |
87 204 |
87 204 |
13.3 13.9 |
13.3 13.9 |
| 309 | 400 | 438 | 38.37 | 2,007 | 2,252 | 12.2 | 1.9 | 91.4 | 154 | 168 | 6.8 | 7.5 |
| 0 | 899 | 899 | 38.37 | 4,240 | 4,758 | 12.2 | 19.5 | 100.0 | 345 | 345 | 7.3 | 7.3 |
| 0 164 |
1,323 227 |
1,323 234 |
38.37 38.37 |
5,061 889 |
4,988 833 |
-1.4 -6.3 |
2.4 0.0 |
100.0 97.1 |
508 87 |
508 90 |
10.2 10.4 |
10.2 |
| 0 | 1,112 | 1,112 | 38.37 | 4,789 | 4,642 | -3.1 | 2.6 | 100.0 | 427 | 427 | 9.2 | 10.8 9.2 |
| 0 | 4,988 | 4,988 | 38.37 | 20,498 | 19,107 | -6.8 | 3.8 | 100.0 | 1,914 | 1,914 | 10.0 | 10.0 |
| 249 | 65 | 81 | 38.37 | 280 | 280 | 0.1 | 3.7 | 80.7 | 25 | 31 | 8.9 | 11.0 |
| 2,864 | 1,215 | 1,482 | 38.37 | 6,782 | 6,522 | -3.8 | 2.9 | 82.0 | 466 | 568 | 7.1 | 8.7 |
| 0 | 674 | 674 | 38.37 | 3,283 | 3,054 | -7.0 | 9.2 | 100.0 | 259 | 259 | 8.5 | 8.5 |
| 0 | 313 | 313 | 38.37 | 1,169 | 1,485 | 27.1 | 8.9 | 100.0 | 120 | 120 | 8.1 | 8.1 |
| 338 | 141 | 165 | 38.37 | 808 | 963 | 19.1 | 1.3 | 85.3 | 54 | 63 | 5.6 | 6.6 |
| 8.2 | ||||||||||||
| 1,613 329 |
1,600 707 |
1,733 740 |
38.37 26.14 |
8,544 2,400 |
8,095 2,337 |
-5.3 -2.6 |
10.0 2.1 |
92.3 95.5 |
614 185 |
665 193 |
7.6 7.9 |
|
| 0 | 1,260 | 1,260 | 25.10 | 3,366 | 3,213 | -4.5 | 1.3 | 100.0 | 316 | 316 | 9.8 | |
| 0 | 3,483 | 3,483 | 25.10 | 12,091 | 11,572 | -4.3 | 14.6 | 100.0 | 874 | 874 | 7.6 | 9.8 7.6 |
| 0 | 4,391 | 4,391 | 25.10 | 9,598 | 9,037 | -5.8 | 4.0 | 100.0 | 1,102 | 1,102 | 12.2 | 12.2 |
| 0 0 |
1,743 839 |
1,743 839 |
25.10 25.10 |
5,235 2,431 |
5,046 2,460 |
-3.6 1.2 |
8.6 8.3 |
100.0 100.0 |
438 211 |
438 211 |
8.7 8.6 |
8.7 |
| 8.6 |
Total associated companies 351,453 391,950 379,000 -3.3 279,163 9,328 32,731 33,604 136,891 133,563 -2.4 5.7 97.0 11,341 11,689 8.5 8.8
Grand Total 587,647 546,290 524,824 -3.9 457,167 25,599 45,695 47,508 244,528 236,098 -3.4 6.3 95.5 20,009 20,953 8.5 8.9
Liabilities and Portfolio in detail Glossary
| AktG | Abbreviation for "Aktiengesetz" (German public limited Companies Act). This act regulates the rights and obligations of corporations limited by shares (German "Aktiengesellschaften" or "AGs"), limited partnerships by shares ("Kommanditgesellschaften auf Aktien" or "KGaAs") and their shareholders. |
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|---|---|---|---|---|
| At Equity | Used in consolidation. "At equity" refers to a method of valuing equity interests in companies over which the group can exercise a significant influence (associated companies). When these companies are valued at equity, the associated company's equity is only carried proportionately. |
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| Asset M anagement |
Investment-oriented real estate asset management is the strategic, result-oriented investment management / value creation management of a real estate portfolio on individual property level in the interest of the property owner. This includes activities such as rentals, maintenance and also the disposition of properties. |
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| Associated Company |
According to the provisions of the "Handelsgesetzbuch" ("HGB" – German Commercial Code), an associated company is significantly controlled by a group company which holds an interest in the associate. Associated companies are consolidated at equity within the meaning of Section 312 of HGB. |
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| Capitalization rate | As is the case for the discount rate, the capitalization rate is also used to calculate the present value of future cash flows. In contrast to discounting, capitalization refers to the compounding of a future recurrent payment. |
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| Cash Flow | Cash flow is a key performance indicator (KPI) used to describe profits when analyzing a company. It provides information on the company's financial strength. To derive the cash flow, the net profit is adjusted for non cash relevant earnings positions. |
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| Closed-end real estate funds |
A form of investing indirectly in real estate, which is defined by a fixed principal sum. After equity is completely placed, the fund is closed. Trading of participations in these real estate partnerships is possible via a secondary market to a limited extent. |
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| Derivate | This term stems from the Latin word "derivare" (to derive). A derivative refers to a financial instrument which is based on an underlying (e.g., equities, bonds, interest, commodities). The derivative comprises the right to buy or sell the underlying at a fixed price at a specific time in the future. The price of the derivative depends on the performance of the price of the underlying. |
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| Designated Sponsor | This term is used on the capital markets to refer to a financial services provider (mostly a bank or a securities trading bank). The function of a designated sponsor is to improve trading and pricing of security papers (such as shares) by providing additional liquidity. For this purpose, a designated sponsor offers bid and ask prices (both on the supply and the demand side) in electronic trading. |
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| Discount rate | Discounting is a method in compound interest rate calculation. By discounting future cash flows through application of the discount rate and subsequent aggregation of the results their present value is determined. |
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| EBIT | Earnings before interest and taxes. EBIT shows a company's operating results and is generally used to assess its earnings. |
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| EPRA | European Public Real Estate Association; aims at promoting transparency among publicly listed real estate companies by establishment of consistent standards |
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| EPRA result |
Consolidated income determined according to recommendations of EPRA; adjusts the consolidated income according to IFRS for one-off effects (such as sales) as well as valuation changes of properties and financial derivatives; indicator for operative result of portfolio holders |
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| EPRA -NAV |
Net asset value determined according to recommendations of EPRA; adjusts the NAV shown on the balance sheet for valuation changes of financial derivatives as well as deferred taxes; indicator for the real estate related enterprise value of portfolio holders |
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| Exit Tax | This relates to a tax benefit for profits from the sale of land and buildings to a REIT. The arrangement has a limited term through to December 31, 2009. If a company sells an applicable property to a REIT within this period, tax is only due on 50% of any difference between the carrying amount of the property and the selling price. |
| Fair Value | This accounting term refers to the value of an asset (such as a property) at its current present value, which is based on the future discounted cash flows. |
|---|---|
| FFO | Short for "funds from operations". FFO indicates a real estate company's earnings strength. The figure is calculated by adjusting the net income for the period by not liquidity-related positions, e.g. the valuation result (see consolidated cash flow statement). |
| Hedg e |
Hedges are used to shelter certain items (e.g. interest or currencies) against fluctuations in their market value. These transactions aim to fix an economic price (e.g. an interest rate) at a fixed date in the future. |
| HGB | Abbreviation for "Handelsgesetzbuch" (German Commercial Code). This act sets out core principles of German commercial law in a total of five books. |
| IFRS | Abbreviation for "International Financial Reporting Standards". This term refers to international accounting standards which comprise the standards issued by the International Accounting Standards Board (IASB), International Accounting Standards (IAS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). These regulations aim to ensure an internationally comparable, adequate presentation of a company's actual financial position and results of operations. |
| Interest Rate Swap | Swaps are derivatives which agree the swap of definite and fixed cash flows at a certain date in the future. In the case of an interest rate swap, the contracting parties undertake to pay a fixed or a variable interest rate for a specific underlying to the respective other contracting party. This mostly aims to hedge against the risk of changes in interest rates or to generate speculative profits. |
| Investor Relations | Also known as IR. Describes the relationship, in particular the communication, with potential and current investors in a listed company. These activities aim to provide investors with up-to-date, comprehensive information. |
| NAV | Short for "net asset value". This KPI describes the actual enterprise value. Under IFRS regulations, the net asset value mostly corresponds to the balance sheet equity. |
| Potential rent | Potential rent describes the annual rent for an existing property which could currently be received. This is the total of all of the contractual annual rent and any vacancies at market rents adequate for the respective location and property. |
| Prime Standard | Listing segment of Deutsche Börse AG, organized under civil law and subject to statutory regulation. Companies listed in this segment have to fulfill particularly high transparency requirements. |
| REIT | Short for a "real estate investment trust". The business purpose of a REIT is conducting activities relating to real estate. Under German law this includes, in particular, acquiring, managing and selling commercially used properties. In return for fulfilling the statutory requirements, no corporation or trade tax is paid at the REIT-company level. Instead, the shareholders are taxed to the extent that net income under the commercial code is disbursed as a dividend. In Germany, the corresponding tax rate has totaled 25% since the definitive withholding tax ("Abgeltungssteuer") was introduced. |
| UPREIT | Short for upstream-REIT. Refers to the exchange of participations in closed-end real estate funds for shares of a listed REIT. Although comparable concepts are wide-spread in the USA, Fair Value REIT-AG is the only company to date in Germany to use this business model. |
| WpHG | Abbreviation for "Wertpapierhandelsgesetz" (German Securities Trading Act). The WpHG regulates trading in securities such as shares or bonds in Germany. The "Bundesanstalt für Finanzdienstleistungsaufsicht" (BaFin – German Financial Services Supervisory Authority) controls the upholding of this act. |
| XETRA | Stands for exchange electronic trading. This refers to Deutsche Börse AG's computer-assisted trading system for the spot market. |
117
Liabilities and Portfolio in detail Glossary
Fair Value REIT-AG Leopoldstraße 244 80807 Munich Germany
Tel. + 49 (0) 89 / 92 92 8 15 - 01 Fax + 49 (0) 89 / 92 92 8 15 - 15
[email protected] www.fvreit.de
Frank Schaich
Prof. Dr. Heinz Rehkugler, Chairman Christian Hopfer, Vice Chairman Dr. Oscar Kienzle
Registered office: Munich Commercial register at Munich Local Court No. HRB 168 882
Date of publication: March 24, 2010
cometis AG Unter den Eichen 7 65195 Wiesbaden Germany www.cometis.de
Fair Value REIT-AG Cover and pages 4, 17, 25 and 26: Head office of comdirect Bank, Quickborn, Pascalkehre 15 / 15a Pages 47, 50, 103, 106, 108 and 119: Subsidy of the Sparkasse Südholstein, Wassermühlenstraße 5, Uetersen
This annual report contains future-oriented statements, which are subject to risks and uncertainties. They are estimations of the executive board of Fair Value REIT-AG and reflect their current views with regard to future events. Such expressions concerning forecasts can be recognised by terms such as "expect", "estimate", "intend ","can ", "will" and similar expressions with reference to the enterprise. Factors, that can cause deviations or effects can be (without claim on completeness): the development of the property market, competition influences, alterations of prices, the situation on the financial markets or developments related to general economic conditions. Should these or other risks and uncertainty factors take effect or should the assumptions underlying the forecasts prove to be incorrect, the results of Fair Value REIT-AG could vary from those, which are expressed or implied in these forecasts. The Company assumes no obligation to update such expressions or forecasts.
Fair Value REIT-AG Leopoldstraße 244 80807 Munich Germany
Tel. +49 (0) 89 / 92 92 8 15 - 01 Fax +49 (0) 89 / 92 92 8 15 - 15
[email protected] www.fvreit.de
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