Quarterly Report • May 25, 2007
Quarterly Report
Open in ViewerOpens in native device viewer
| 3 | Let fro the Bo ard ter m |
|---|---|
| 4 | Po rtfo lio Ov iew erv |
| 5 | Fin cia l Po siti d R lts fro Op tio an on an esu m era ns |
| 6 | Re t D lop d O utl k nts cen eve me an oo |
| 8 | Co lida ted Ba lan Sh eet nso ce |
| 9 | Co lida ted In St ate nt nso co me me |
| 10 | of Co lida ted St Ch s in Eq uity ate nt nso me an ge |
| 11 | Co Ca Sta lida ted sh Flo tem t nso en w |
| 12 | Re ilia tio f E BT EB ITD A a nd FF O to co nc n o |
| 13 | No /D isc los tes ure s |
| 21 | Fin cia l C ale nd an ar |
21 Contact PR and IR
| ISIN | 00 0A 0LD 2U DE 1 |
|---|---|
| Sym bo l |
AO X |
| Pri Se cto me r |
Fin cia l Se rvic an es |
| Ind Gro ust ry up |
Rea l Es tat e |
| Pri St da rd me an |
Xe Fra nkf tra urt , |
| Ind ice s |
CD AX EPR A, , |
| Cla ssic Al l Sh are , |
|
| Pri Al l Sh me are |
|
| Nu mb of sha er res |
56 .00 0.0 00 |
| Sha ital re cap |
00 0, 00 0.0 0 EU R 5 6, |
| Ma rke ital isa tio n1 t c ap |
EU R 8 90 40 0, 00 0.0 0 , |
| Fre e f loa t |
46 % |
| 01 Ja – 3 1 M 2 00 7 n. ar. (un dit ed ) au |
01 Ja – 3 1 M 2 00 6 n. ar. (u ud ite d) na |
|
|---|---|---|
| Rev en ue s |
17 .3 |
0.0 |
| EB ITD A2 |
19. 8 |
-0. 0 |
| EBT | 8.6 | -0. 0 |
| Co lida ted ofit fo r th eri od nso pr e p |
6.3 | -0. 0 |
| FFO 3 |
2.9 | -0. 0 |
| 31 M 2 00 7 ar. (un dit ed ) au |
31 D . 2 00 6 ec |
|
|---|---|---|
| Eq uity |
50 1.4 |
39 7.6 |
| Min ori ties |
0.9 | 0 |
| Lia bili ties |
99 5.5 |
94 7.1 |
| Tot al a ts sse |
1, 49 6.9 |
1, 34 4.7 |
| Eq uity tio ra |
33 .5% |
29 .6% |
Xetra last price as of 23 May 2007
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is computed as EBT excluding Financial Result and Depreciation and Amortization. Landmark Alte Post property in Hamburg Funds from Operations (FFO) is computed as EBITDA less Net Gain or Loss from Fair Value Adjustments plus Financial Result less cash taxes paid.
Dear Ladies and Gentlemen, Dear Shareholders, Business Partners and Tenants,
We would like to use the opportunity of the presentation of our first quarterly report to welcome the new shareholders of Alstria Office AG who supported us in the Initial Public Offering and afterwards. This has allowed the Company to be listed on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange and its inclusion in the EPRA index under the fast trackrule.
Since the foundation of alstria in early 2006, we have followed an ambitious and successful path, where we have achieved the following:
Compared to Q1 2006, when the company was a Euro 25,000 GmbH, the quarterly results reflect the exponential development of our succesful growth strategy:
We are looking into the future with ambitions and confidence. alstria is a stable company with a strategy of profitable organic and acquisition growth. All our resources are dedicated to growing the business, improving the position of alstria within the market and the returns for its stakeholders. Following the completion of the listing, the Company is now focused on the execution of it growth strategy by:
One of the issues currently widely discussed in the German real estate market is the G-REIT legislation which was adopted on 30 March 2007. We would like to use this opportunity to express our support for the law and welcome the German legislator for having made this new asset class a reality.
We have soon indicated our intention to convert into a G-REIT. So far we are one of the only sizeable listed companies having openly announced its intention to convert and have taken the first actions to do so. In this respect the extraordinary meeting of the shareholders decided on 28 March 2007 to convert the Company into a G-REIT under certain conditions under the name of alstria office REIT-AG. We are now in the process of taking the necessary steps to do so and at this stage we do not foresee any major drawbacks that would prevent us from converting in 2007.
Germany is the largest and in our view most dynamic European economy. It has the largest real estate marekt and within this market office properties are the largest asset class. This is what alstria is focused on and dedicated to. When looking into the future we see a world of opportunities lying ahead of us. And with your support we are willing to seize them.
Kind regards,
Olivier Elamine
Chief Executive Officer
Dr. Michael Börner-KleindienstChief Operating Officer
Over the first quarter 2007, the management board and the employees have been highly solicited by the preparation of the initial public offering that has led to the listing of the Company on 3 April 2007 on the Frankfurt Stock Exchange (Regulated Market, Prime Standard). However, we have also been actively working on the handing over of the Deutscher Ring portfolio and the Hamburger Strasse property from 1 January 2007. We have also achieved an agreement regarding the disposition of the only two residential assets, a first step in the REIT conversion process that the Company is undergoing.
On 1 January 2007, the purchase of the Hamburger Strasse property was recognised in the consolidated balance sheet at its fair value. As a result of the acquisition of this 22,000 sqm office building fully let to the City of Hamburg through an off-market transaction, Alstria Office AG recorded a net gain from fair value adjustments of EUR 3.3 million in its income statement over the first quarter 2007.
By notarial deed dated 6 March 2007, we agreed to dispose of the two residential assets for total net proceeds of EUR 3.6 million – vs. a fair value as at 31 December 2006 of EUR 3.5 million. The signing of the sale and purchase agreement triggered the reclassification of the two assets from the Non-Current to the Current Assets of the Company, resulting in a decrease in the Investment Property of EUR 3.5 million over the first quarter 2007. The economic transfer of the properties is expected to occur in the third quarter 2007.
On 31 March 2007, Alstria Office AG acquired from an affiliate of its majority shareholder a 94% interest in two companies holding the Alte Post and Grosse Bleichen properties. Alstria Office AG will receive the sole economic ownership with respect to the properties following a corporate reorganization. 100% of the fair value of the assets (EUR 95 million) was recognised in the interim consolidated balance sheet of Alstria Office AG as at 31 March 2007. These assets are mainly used as office space, the main tenants being the City of Hamburg.
We have invested in high-quality properties with mostly long-term leases with dependable tenants in attractive locations throughout Germany, and high growth potential. Currently, 100% of the real estate portfolio is located in Germany, and the Company has no intention of expanding outside Germany.
This focus provides competitive advantages in terms of deal-sourcing and knowledge of the local markets. We focus only on those German local markets that we regard attractive in terms of demographics, current real estate dynamics, and our own local expertise.
As at the date of this report, our portfolio comprises 71 real estate properties with an aggregate lettable space excluding parking spaces of approximately 773,800 sqm. This includes two residential real estate
properties, for which a sale and purchase agreement has been executed in order to enable the Company to meet the requirements to convert into a G-REIT. The economic transfer of these properties to the purchaser is expected to occur in July 2007.
Out of those 71 properties, 68 are office buildings, some of which have some ground floor retail, two are pure residential buildings and one is a mixed-use property.
• Out of 71 properties, only 5 are not office buildings3
• Focus to become the real estate/back-office solution for its high-quality tenants • Relationships focused on long-term cooperation
Disregarding 5.1% minority interest in the Barmer portfolio and 6% minority interest in Alte Post and Grosse Bleichen Properties. 2 residential, 2 mixed use and 1 office tower with a shopping-centre
Based on net lettable space
Based on passing rent
As a result of the exponential growth of the Company over the last 12 months, the figures related to the reporting period cannot be analysed in light of comparable data for Q1 2006, as the Company did not carry out any activities over the same period in 2006.
The revenues amounting to EUR 17.3 million consist of rental income received from the property portfolios that Alstria Office AG acquired in 2006. Consequently, revenues for the reporting period exclude the Grosse Bleichen and Alte Post properties, which were consolidated as of 31 March 2007 and the Aurora portfolio, which was acquired with economic effect as of 1 April 2007. We have incurred a limited amount of real estate operating costs over the first quarter, which can be partially explained by the handing over of the Deutscher Ring portfolio and the Hamburger Strasse property.
In line with the best practice in the industry standard, Alstria Office AG will disclose on a quarterly basis its FFO. FFO for the reporting period amounts to EUR 2.9 million. FFO has been significantly impacted by non recurrent non cash items amounting to approximately EUR 1.9 million in the financial result for the period, and is expected to increase significantly in the future.
Our success depends on our ability to attract, train, retain and motivate qualified personnel as experience and expertise in office properties are fundamental to the success of our business. Our intensive recruitment policy and the image of Alstria Office AG on the real estate market have allowed us to recruit five additional highly-qualified employees over the first quarter and two additional ones started on 1 April 2007. Consequently, the number of employees, excluding the Management Board, has increased from four people at the end of 2006 to nine people as of 31 March 2007 and eleven people as of the date of this report. We are still looking to expand our team to around 20 employees by year end.
On 22 November 2006, Alstria Office AG as borrower entered into a syndicated loan with J.P. Morgan plc, Natexis Banques Populaires (now Natixis Corporate and Investment Bank), and HSH Nordbank AG for an aggregate amount of up to EUR 1,139.8 million (the "Syndicated Loan").
On 22 January 2007, we refinanced the portion of our debt amounting to EUR 161.8 million, which was initially raised to finance the acquisition of the Barmer Portfolio (the "Barmer Portfolio Loan"). For the repayment, we made a drawdown under the Syndicated Loan in an amount of EUR 108.8 million. An amount of EUR 49.0 million was funded by a new contribution into capital surplus made by the majority shareholder of the Company Captiva 2 Alstria Holding S.à r.l., and the remaining portion amounting to EUR 4.0 million was funded by operating cash. The refinancing resulted in a decrease in leverage and a drop in the cost of debt of the Group.
Pursuant to the acquisition of a majority interest in the two companies holding the Grosse Bleichen and Alte Post properties, Alstria Office AG consolidated an additional loan totalling EUR 79,5 million. We plan to refinance this loan in the coming months by drawing an additional loan amount under the Syndicated Loan in order to reduce the loan-to-value ratio on these properties from 84% to be in line with the overall leverage target of the Company.
In order to meet the G-REIT requirements, the Company intends to reduce its target leverage from 60% to 55%. The reduced leverage shall be in place at the date of the election of the G-REIT status, which is expected to occur in the course of 2007. Excluding the EUR 29 million of the Syndicated Loan, which shall be exclusively used to finance asset repositioning and other capital expenditures, the undrawn loan under the Syndicated Loan amounts to EUR 346 million. Given our target leverage of 55% and the debt finance needed to fund for the acquisition of the Aurora portfolio, this represents an additional debt capacity for the acquisition of approximately EUR 520 million of office properties.
The financial result of EUR 11.3 million can be broken down as follows:
| 01 – 3 2 00 Ja 1 M 7 n. ar. |
|
|---|---|
| in EU R k |
(un dit ed ) au |
| Syn dic d L In d s im ilar ate ter est sts oa n – an co |
8, 65 9 |
| Sha reh old Loa In nd sim ilar ter est sts er n – s a co |
1, 135 |
| Ba Po rtfo lio Loa In d s im ilar ter est sts rm er n – an co |
45 1 |
| Ba Po rtfo lio Loa Re l o f tr tio ost rm er n – vea rsa an sac n c s |
77 9 |
| Reg istr atio f la nd ch n o arg es |
24 1 |
| Ot he r |
-13 |
| To l ta |
11 25 2 , |
Out of the EUR 11.3 million of financial result approximately EUR 1.9 million represent non recurrent non cash item, linked to the refinancing of the Barmer portfolio, or to the shareholder loan, which has been converted since into capital reserves (see Recent Developments and Outlook).
Our strategy is to make targeted use of derivative financial instruments as part of our financial management to minimize risks and optimize interest rate expenses. This has allowed us to have our current debt fully hedged against the current high increase in European interest rates until 2011. Following the consolidation of the two companies holding the Grosse Bleichen and Alte Post properties, an amount of EUR 854.7 million is now hedged against interest rate fluctuations at a weighted average rate of 3.6272% vs. a three months Euribor currently above 4%.
On 1 April 2007, the economic transfer of the Aurora portfolio occurred, triggering the recognition of the portfolio at its fair value in the accounts of the Company. As of 1 April 2007, the full economic benefit of the Aurora portfolio will be recognised in the books of the Company. The first recognition of the assets on the balance sheet will also trigger a loss of approximately EUR 9 million linked to the acquisition costs (all-in cost of the portfolio of approximately EUR 230 million vs. fair value of EUR 221 million). However, we will also benefit from the fact that the purchase price is payable in three instalments, which will be funded in the eight months following 1 April 2007, the first payment being due on 2 July 2007. This funding structure allows the Company to benefit from the rental income during that period, and not to support the burden of the debt cost between the date of the actual transfer of the assets, and the date of the final funding of the purchase price.
In connection with this deferred payment mechanism, Alstria Office AG has provided a first demand bank guarantee to the seller in an amount of EUR 221 million.
The Aurora portfolio comprises eight real estate properties located in the areas of Stuttgart, Dortmund, Dresden, Frankfurt, Hanover, Munich, Dusseldorf and Hamburg: six are office buildings, some of which have some ground floor retail, one (representing 11.6% of the Aurora portfolio's market value) is a mixed office and light industrial asset and one (representing 14.4% of the Aurora portfolio's market value) is an approximately 8,400 sqm office tower with an approximately 11,200 sqm shopping-center. Most of the properties are let to major German corporations including Siemens and Rheinmetall. The portfolio vacancy accounts for around 12% of the total rental area.
On 3 April 2007, the shares of Alstria Office AG were listed on the Regulated Market of the Frankfurt Stock Exchange
The offer price was set at EUR 16.00 per share.
•
In connection with the listing of the shares the shareholder loan granted by Captiva 2 Alstria Holding S.à r.l. and all accrued interests were contributed to capital surplus, resulting in an increase in capital surplus of EUR 106 million.
The Company was included in the EPRA-index following the fast track inclusion procedure on 4 April 2007.
We signed a binding sale and purchase agreement for the acquisition of an office building located in Munich on 4 May 2007.
The building has a total lettable area of approximately 6,800 sqm and approximately 115 car spaces. Although a large portion of the area has recently been vacated, the deal procures a three year
rental guarantee provided by the seller. This secures annual revenues of EUR 900,000 representing a rent per sqm of approximately EUR 11 per month. The estimated 'All in Cost' for the transaction is approximately EUR 11.5 million, reflecting an initial yield of 7.8%.
Following this first acquisition since the listing, the Company is still pursuing its strategy of profitable organic and acquisition growth and is expecting to meet its target acquisition plan.
Sigma House building in Munich aquired in May 2007
On 28 March 2007, the extraordinary general meeting of shareholders of the Company approved the conversion into a G-REIT in 2007 (subject to the G-REIT legislation being approved by the German legislator and the Company meeting the G-REIT requirements).
Following the approval of the G-REIT legislation on 30 March 2007, the Company has been focused on the conversion process. One of the first steps was achieved with the agreement to dispose two residential properties. At the date of this report, we do not see any major drawbacks that would prevent the Company from converting in 2007. Moreover, given the recent acquisition of the real estate assets by the Company, the immediate taxation impact of the conversion should be moderate.
Apart from the corporate and trade tax exemption that the G-REIT status would provide to the Company, the conversion would allow Alstria Office AG to benefit from a unique competitive advantage on the market as it would provide real estate sellers with an extensive tax saving scheme (the so called exit tax provision). If needed for the purpose of ongoing transactions, the Company will also consider the application for the Pre-REIT status, which would allow to propose the exit tax advantage to sellers prior to the conversion.
The conversion into a G-REIT would entail a change in corporate name to "alstria office REIT-AG".
We see the conversion into a G-REIT as an attractive opportunity for the Company. As alstria is playing the "icebreaker" role in the G-REIT introduction process, and although we do not expect a major issue with regards to a conversion, we cannot overrule a delay in this process.
| AS SE TS ( in EU R k ) |
31 M 2 00 7 ar. (un dit ed ) au |
31 D . 2 00 6 ec |
|---|---|---|
| No n-C t A ts ur ren sse |
||
| Inv est nt rty me pro pe |
1, 38 4, 86 4 |
1, 28 9, 53 6 |
| Pro lan nd uip rty, t a nt pe p eq me |
3 | 0 |
| De fer red ta ts x a sse |
13 96 2 , |
12 51 3 , |
| To tal N -Cu As nt ts on rre se |
1, 39 8, 82 9 |
1, 30 2, 04 9 |
| Cu nt A ts rre sse |
||
| Tra de cei vab les re |
60 2 |
99 |
| Ac iva ble fro aff ilia ts r tes co un ece m |
36 | 0 |
| De riva tive s |
83 0 17 , |
3 14 56 , |
| Ot he cei vab les r re |
7, 60 8 |
3, 66 1 |
| Ca sh d c ash uiv ale nts an eq |
68 50 6 , |
24 30 4 , |
| 94 58 2 , |
42 62 7 , |
|
| Ass of di sal las sifi ed ets spo gr ou p c |
||
| he ld for le as sa |
3, 52 5 |
0 |
| To l C t A ta ts ur ren sse |
98 10 7 , |
42 62 7 , |
| To l A ta ts sse |
1, 49 6, 93 6 |
1, 34 4, 67 6 |
| EQ UI TY A ND LI AB ILI TI ES ( in EU R k ) |
31 M 2 00 7 ar. (un dit ed ) au |
31 D . 2 00 6 ec |
|---|---|---|
| Eq uit y |
||
| Sha ital re cap |
56 00 0 , |
8, 00 0 |
| Ca ital lus p su rp |
42 3, 59 1 |
37 5, 06 6 |
| Ret ain ed rni ea ng s |
20 87 4 , |
14 53 3 , |
| s´ To l S ha reh old Eq uit ta er y |
50 0, 46 5 |
39 7, 59 9 |
| Mi rit In te t no y res |
92 8 |
0 |
| To l E ity ta qu |
50 1, 39 3 |
39 7, 59 9 |
| No n-C t L iab ilit ies ur ren |
||
| Lon loa f c osi tio ter t o t p g- m ns, ne urr en n |
76 0, 88 8 |
81 3, 46 6 |
| De fer red x li ab iliti ta es |
26 185 , |
19 86 9 , |
| Ot he r lia bili ties |
56 | 56 |
| -Cu Li ilit ies To ta l N nt ab on rre |
78 12 9 7, |
83 3, 39 1 |
| Cu Li ilit ies nt ab rre |
||
| Sh lo ort -te rm an s |
85 29 9 , |
1, 71 2 |
| Tra de ble pa ya s |
9, 78 1 |
5, 36 3 |
| Pay ab les aff ilia to tes |
10 7, 97 6 |
82 47 1 , |
| Ot he t lia bili ties r c urr en |
5, 35 8 |
24 140 , |
| l C iab ilit ies To ta t L ur ren |
20 8, 41 4 |
3, 68 11 6 |
| To l L iab ilit ies ta |
99 5, 54 3 |
94 7, 07 7 |
| To l E ity nd Li ab ilit ies ta qu a |
1, 49 6, 93 6 |
1, 34 4, 67 6 |
| ( in EU R k ) |
01 Ja – 3 1 M 2 00 7 n. ar. (un dit ed ) au |
20 Ja – 3 1 M 2 00 6 n. ar. (u ud ite d) na |
|
|---|---|---|---|
| Rev en ue s |
17, 34 9 |
0 | |
| Inc e le fro d o ing rat om ss exp en ses m pa sse n o pe ex pe nse s |
0 | 0 | |
| Rea l es ing tat rat sts e o pe co |
-78 8 |
0 | |
| Ne t R l I ta en nc om e |
16 56 1 , |
0 | |
| Ne ain fro fair lue ad jus n i t g tm ts o stm t p erty m va en nve en rop |
3, 49 2 |
0 | |
| Ad mi nis tive tra ex pe nse s |
-1, 90 5 |
0 | |
| Per l ex son ne pe nse s |
-69 1 |
0 | |
| Ot he ing in rat r o pe co me |
33 4 |
0 | |
| Ot he ing rat r o pe ex pe nse s |
-49 | -1 | |
| Ne t O tin Re lt pe ra g su |
17 74 2 , |
-1 | |
| fro fair n f Ne ain lue ad jus ina ial de riva tive t g tm ts o m va en nc s |
2, 06 2 |
0 | |
| Fin cia l re sul t an |
-11 25 2 , |
0 | |
| Pr in EB |
55 2 |
||
| ( T) e-t ax co me |
8, | -1 | |
| Inc e t om ax exp en ses |
-2, 21 1 |
0 | |
| Co oli of it fo iod da te d r t he ns pr p er |
34 6, 1 |
-1 | |
| Att rib ble uta to : |
|||
| Sha reh old of th nt ers e p are co mp any |
6, 34 1 |
-1 | |
| Ear nin r sh gs pe are : |
|||
| ba sic for ofit fo r th reio d ( in EU R p sha re) pr e p er , |
0. 11 |
0. 00 |
|
| ( in EU R k ) |
Sh e C tit al ar ap |
Ca tit al Su lus p rp |
Re ine d Ea ing ta rn s |
To l ta |
Mi rit In te t no y res |
To l E ity ta qu |
|---|---|---|---|---|---|---|
| As f 0 1 J . 2 00 7 o an |
8, 00 0 |
37 5, 06 6 |
14 53 3 , |
39 7, 59 9 |
0 | 39 7, 59 9 |
| Ch s in th eri od fro 01 Ja 31 to an ge e p m n. |
M 20 07 ar. |
|||||
| Co ofit lida ted nso pr |
– | – | 34 6, 1 |
34 6, 1 |
– | 34 6, 1 |
| Ch s in th sol ida ted G an ge e c on rou p |
– | -43 9 |
– | -43 9 |
92 8 |
48 9 |
| Va lua tio ha reh old loa the r IF RS adj n s er n o |
ust nts me – |
-44 | – | -44 | – | -44 |
| Co ibu tio Sha Ca ital ntr to ns re p |
48 00 0 , |
– | – | 48 00 0 , |
– | 48 00 0 , |
| Co ibu tio Ca ital Su lus ntr to ns p rp |
– | 49 00 8 , |
– | 49 00 8 , |
– | 49 00 8 , |
| As f 3 1 M 2 00 7 (un dit ed ) o ar. au |
56 00 0 , |
42 3, 59 1 |
20 87 4 , |
50 0, 46 5 |
92 8 |
50 1, 39 3 |
| As f 2 0 J . 2 00 6 o an |
25 | 0 | 0 | 25 | 0 | 25 |
| Ch s in th eri od fro 20 Ja 31 to an ge e p m n. |
M 20 06 ar. |
|||||
| Co lida ted ofit nso pr |
– | – | -1 | -1 | – | -1 |
| Ch s in th sol ida ted G an ge e c on rou p |
– | – | – | 0 | – | 0 |
| Va lua tio ha reh old loa n s er n |
– | – | – | 0 | – | 0 |
| Co ibu tio Sha Ca ital ntr to ns re p |
– | – | – | 0 | – | 0 |
| Co ibu tio Ca ital Su lus ntr to ns p rp |
– | – | – | 0 | – | 0 |
| As f 3 1 M 2 00 6 (un dit ed ) o ar. au |
25 | 0 | -1 | 24 | 0 | 24 |
| ( in EU R k ) |
01 – 3 2 00 Ja 1 M 7 n. ar. (un dit ed ) au |
20 – 3 2 00 Ja 1 M 6 n. ar. (u ud ite d) na |
|---|---|---|
| fl s f 1. Ca sh ing tiv iti at ow ro m op er ac es |
||
| Co lida ted ofit nso pr |
6, 34 0 |
-1 |
| Un lize d n in fro fair lue ad jus et tm ts rea ga m va en |
-5, 55 4 |
0 |
| Res ult for de fer red ta m xes |
2, 21 1 |
0 |
| Inc in de cei vab les d o the ha tra ts t t a t rea se re an r a sse re no |
||
| rib d t o i stin r fi ing tivi att ute tes nve g o na nc ac |
-3, 78 1 |
0 |
| Inc in de ble nd he r lia bili ties th tra ot at t rea se pa ya s a are no |
||
| rib d t o i stin r fi ing tivi att ute tes nve g o na nc ac |
10, 115 |
0 |
| Ca sh fl s f ing tiv iti at ow ro m op er ac es |
9, 33 1 |
-1 |
| 2. Ca sh fl s f inv tin tiv iti ow ro m es ac es |
||
| g Ca sh id (- ) for in tm t p erty pa ves en rop |
-17 47 5 |
0 |
| Ca sh id (- ) for lan nd uip erty t a nt pa pr op , p eq me |
, -2 |
0 |
| Ca for sh id (- ) th uis itio pa e a cq n |
||
| of lida ted ies co nso co mp an |
-13 78 8 |
0 |
| Ca fl in inv tin tiv iti sh d ow s u se es g ac es |
, -3 26 1, 5 |
0 |
| 3. Ca sh fl s f fin cin tiv iti ow ro m an g ac es |
||
| Ca sh eiv ed (+ ) fro uity ibu tio ntr rec m eq co ns |
96 98 4 , |
25 |
| Ca sh eiv ed (+ ) fro bo wi rec m rro ng s |
163 32 7 , |
0 |
| Ca sh id (- ) for th isit ion of pa e a qu |
||
| de riva tive fin cia l in stru nts an me |
0 | 0 |
| Ca for f b sh id (- ) th ed tio ing pa e r em p n o orr ow s |
-19 3, 82 0 |
0 |
| Ca sh id (- ) for ctio tra ost pa nsa n c s |
-35 5 |
0 |
| Ca fl s f fin cin tiv iti sh ow ro m an g ac es |
13 66 6 , |
25 |
| 4. Ca sh nd sh uiv ale he d of th iod nt t t a ca eq s a en e p er |
||
| Ch in sh d c ash uiv ale (s ub al o f 1 3) nts tot to an ge ca an eq |
44 20 2 , |
24 |
| Eff of ch s in cha ect ate an ge ex ng e r s, |
||
| lida ted G nd lua tio ash d c ash uiv ale nt co nso rou p a va n o n c an eq |
0 | 0 |
| Ca sh d c ash uiv ale th e b inn ing of th eri od nts at an eq eg e p |
24 30 4 , |
0 |
| Ca uiv of iod sh nd sh ale nt t t he d th a ca eq s a en e p er |
68 50 6 , |
24 |
| Co iti f c uiv 5. h a nd sh ale nt mp os on o as ca eq s |
||
| Ca sh |
68 50 6 , |
24 |
| Sec uri ties |
0 | 0 |
| of Ca sh nd sh uiv ale nt t t he d th iod a ca eq s a en e p er |
68 50 6 , |
24 |
| ( in EU R k ) |
01 Ja – 3 1 M 2 00 7 n. ar. dit (un ed ) au |
20 Ja – 3 1 D . 2 00 6 n. ec |
20 Ja – 3 1 M 2 00 6 n. ar. dit (un ed ) au |
|---|---|---|---|
| EB T |
8, 55 2 |
18 62 3 |
-1 |
| Les s: |
, | ||
| Fin cia l re sul t an |
-11 25 2 , |
-32 30 3 , |
– |
| De cia tio nd iza tio ort pre n a am n |
– | – | – |
| EB ITD A |
19, 80 4 |
50 92 6 , |
-1 |
| 01 Ja – 3 1 M 2 00 7 n. ar. |
20 Ja – 3 1 D . 2 00 6 n. ec |
20 Ja – 3 1 M 2 00 6 n. ar. |
|
| (un dit ed ) au |
(un dit ed ) au |
||
| EB ITD A |
19, 80 4 |
50 92 6 , |
-1 |
| Les s: |
|||
| Ne ain /lo fro t g ss m |
|||
| fair lue ad jus ts1 tm va en |
5, 55 4 |
22 14 1 , |
– |
| Plu s: |
|||
| Fin cia l re sul t an |
-11 25 2 , |
-32 30 3 , |
– |
| Les s: |
|||
| Ca sh id tax es pa |
49 | 3 | – |
| FF O |
2, 94 9 |
-3, 52 1 |
-1 |
FFO is not a measure of operating performance or liquidity under generally accepted accounting principles, in particular IFRS, and should not be considered as an alternative to the Company's income or cash-flow measures as determined in accordance with IFRS. Furthermore, no standard definition exists for FFO. Thus, the FFO or measures with similar names as presented by other companies may not necessarily be comparable to the Company's FFO.
EBITDA is not a measure of operating performance or liquidity under generally accepted accounting principles, in particular IFRS, and should not be considered as an alternative to the Company's income or cash-flow measures as determined in accordance with IFRS. Furthermore, no standard definition exists for EBITDA. Thus, EBITDA or measures with similar names as presented by other companies may not necessarily be comparable to the Company's EBITDA.
Includes (per 31 December/31 March) Net Gain from Fair Value Adjustments on Investment Property EUR 22,871k/EUR 3,492k and Net Loss/Gain from Fair Value Adjustments on Financial Derivatives EUR -730k/EUR 2,062k.
Alstria Office AG, Hamburg, (hereinafter referred to as the "Company" or "Alstria Office AG" and together with its subsidiaries, the "Group") is a German stock corporation and has its domicile in Hamburg. The Group's principal activities are described in detail in section 1 of the notes to the consolidated financial statements for the fiscal year ended 31 December 2006.
The Condensed Interim Consolidated Financial Statements for the period from 1 January 2007 to 31 March 2007 (hereinafter referred to as the "Condensed Interim Consolidated Financial Statements") were authorized for issue by resolution of the Company´s management board on 23 May 2007.
These Condensed Interim Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not contain all the disclosures and explanations required in annual financial statements and should therefore be read in conjunction with the consolidated financial statements as of 31 December 2006.
The Condensed Interim Consolidated Financial Statements as of 31 March 2007 contain all the disclosures that the Company's management board considers to be required for the Condensed Interim Consolidated Financial Statements to give a true and fair view of the net assets, financial position and results of operations.
These Condensed Interim Consolidated Financial Statements have not been audited.
The accounting policies applied in these Condensed Interim Consolidated Financial Statements are consistent with those applied in the consolidated financial statements as of 31 December 2006. The financial statements of the Company´ s subsidiaries are prepared for the same reporting period as for the Company, using consistent accounting policies. A detailed description can be found in section 3 of the notes to the consolidated financial statements as of 31 December 2006.
There have only been minor changes to the consolidated Group since the consolidated financial statements as of 31 December 2006. The changes are as follows:
During the reporting period, Alstria Office AG acquired a 94% interest in Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH, Hamburg, and Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH, Hamburg.
• In addition, Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH and Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH respectively, acquired an interest of 1% in Alstria Vierte Hamburgische Grundbesitz S.à r.l. & Co. KG, Hamburg, and Alstria Siebte Hamburgische Grundbesitz S.à r.l. & Co. KG, Hamburg, respectively, from its general partner, and therefore expanded their interests in these partnerships to 100%. Thereafter, the general partner withdrew from the partnerships, and, as a consequence, the partnerships ceased to exist and the assets and liabilities were automatically transferred to Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH and Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH respectively, in accordance with Sec. 738 BGB (Anwachsung) with effect as of 31 March 2007.
Regardless of their legal structure, the transactions are disclosed in accordance with their economic substance in the Condensed Interim Consolidated Financial Statements as of 31 March 2007.The acquisition of a 94% interest in Verwaltung Alstria Vierte and Siebte Hamburgische Grundbesitz GmbH was stated as a business combination involving entities under common control as of 31 March 2007 since the seller of the interests, Alstria Hanseatische Grundbesitz Holding S.à r.l., was also a subsidiary of Captiva Capital Partners II SCA, Luxembourg, the entity that owns the majority shareholder of the Company. IFRS 3 does not apply to these business combinations. As a consequence of the gap in legislation after the introduction of IFRS 3, the transaction was stated using the purchase method (in line with IFRS 3).
A contribution or withdrawal in kind in the amount of the difference between the purchase price of the interests and the pro-rated fair value of the net assets acquired as of 31 March 2007 is assumed. Accordingly, the respective remaining debit difference from capital consolidation resulted in a decrease in the capital surplus of the consolidated financial statements of Alstria Office AG without effect on income. Minority interests represent the portion of profit or loss and net assets in Verwaltung Alstria Vierte and Siebte Hamburgische Grundbesitz GmbH not held by the Group. In accordance with IAS 27.22 (c), minority interests in corporations are disclosed as a separate item independent of shareholder`s equity and liabilities.
The main business objective of Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH is the leasing of office property throughout Germany.
The key figures of this acquisition are as follows:
| ( in EU R) |
||
|---|---|---|
| Co of the in sts tm t ves en |
2, 06 162 .50 5, |
|
| Ca ing of the ired nt set rry am ou ac qu as s |
||
| (ex clu din ash d c ash uiv ale ) nts g c an eq |
52 07 7, 43 9.2 4 , |
|
| Pu rch d c ash d c ash uiv ale nts ase an eq |
59 6, 65 3.8 8 |
|
| Lia bili ties ired ac qu |
49 51 9, 67 3.7 8 , |
|
| Ca of ing the ired nt t a ts rry am ou ac qu ne sse |
3, 9.3 154 41 4 , |
|
| the f 9 4 % reo |
-2, 96 5, 15 4. 18 |
-2, 96 5, 154 .18 |
| Re ini ed it dif fe ma ng cr ren ce |
-8 99 99 1.6 8 , |
The remaining credit difference has been contributed in full to the capital surplus of Alstria Office AG.
No adjustments had to be made to account for differences between the carrying amounts determined by Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH in its separate financial statements in accordance with IFRS and the fair values of the acquired assets and liabilities. Altogether, the following assets and liabilities accrued to the Group in the course of first-time consolidation of Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH:
| EQ UI TY A ND LI AB ILI TI ES ( in EU R) |
|
|---|---|
| Eq uity d r an ese rve s |
3, 9.3 154 41 4 , |
| De fer red x li ab iliti ta es |
25 5, 09 5.6 1 |
| Ot he isio r p rov ns |
14 8, 44 7.2 4 |
| Cu liab iliti nt rre es |
49 116 130 .93 , , |
| To l e ity nd li ab ilit ies ta qu a |
52 67 4, 09 3. 12 , |
The cost of the investment in terms of actual acquisition costs and incidental acquisition costs break down as follows:
| 2, 06 5, 16 2. 50 |
|
|---|---|
| Leg al a dv ice |
50 76 2.5 0 , |
| Pro vis ion fo fe ert r e xp es |
8, 50 0.0 0 |
| da ted 15 M h 2 00 7 nt ag ree me arc |
2, 00 5, 90 0.0 0 |
| Ac isit ion th ha sts t to qu co pu rsu an e p urc se |
|
| ( in EU R) |
|
| AS SE TS ( in EU R) |
|
|---|---|
| Inv est nt rty me pro pe |
50 00 0, 00 0.0 0 , |
| Rec eiv ab les |
67 9, 27 9.3 4 |
| Ot he ts r a sse |
64 9, 71 9.0 0 |
| Ca sh d c ash uiv ale nts an eq |
59 3.8 8 6, 65 |
| Pre id pa exp en ses |
17 81 8.2 1 , |
| fer De red ta ts x a sse |
73 0, 62 2.6 9 |
| To l a ta ts sse |
52 67 4, 09 3. 12 , |
The additional consolidated net profit for a theoretical acquisition as of 1 January 2007 was calculated as follows (pro forma figures only):
| ( in EU R) |
|
|---|---|
| Rev en ue s |
52 0, 05 8.5 3 |
| Ot he ing in rat r o pe co me |
5, 00 2.0 0 |
| Co f m ria ls st o ate |
-69 95 7.8 0 , |
| Ot he ing rat r o pe ex pe nse s |
-43 184 .76 , |
| fer De red in ta co me x |
3, 69 8.9 0 55 |
| Ot he r in d s im ilar in ter est an co me |
86 7.2 7 |
| Int nd sim ilar st a ere ex pe nse s |
-68 5, 29 8.5 8 |
| Ext rdi rao na ry exp en ses |
-3, 61 3, 29 5.0 0 |
| Ot he r ta xes |
-20 80 0.0 0 , |
| Ad dit ion al oli da d los s f th te co ns or e |
The remaining debit difference has been attributed in full to the capital surplus of Alstria Office AG.
No adjustments had to be made to account for differences between the carrying amounts determined by Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH in its separate financial statements in accordance with IFRS and the fair values of the acquired assets and liabilities.
Altogether, the following assets and liabilities accrued to the Group in the course of first-time consolidation of Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH:
| AS SE TS ( in EU R) |
|
|---|---|
| Inv est nt rty me pro pe |
45 00 0, 00 0.0 0 , |
| Rec eiv ab les |
32 02 1.8 1 , |
| Ot he ts r a sse |
42 80 2 1, 7.1 |
| Ca sh d c ash uiv ale nts an eq |
57 4, 90 2.8 8 |
| Pre id pa exp en ses |
10 84 1.4 5 , |
| De fer red ta ts x a sse |
0.0 0 |
| To l a ta ts sse |
46 03 9, 57 3. 26 , |
The main business objective of Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH is the leasing of office property throughout Germany.
as of 01 January 2007 -3,352,909.44
The key figures of this acquisition are as follows:
period for a theoretical acquisition
| ( in EU R) |
||
|---|---|---|
| Co f th e in st o tm t ves en |
12 91 2, 06 2.5 0 , |
|
| Ca ing of the ired nt set rry am ou ac qu as s |
||
| (ex clu din ash d c ash uiv ale ) nts g c an eq |
45 46 4, 67 0.3 8 , |
|
| Pu rch d c ash d c ash uiv ale nts ase an eq |
90 2.8 8 57 4, |
|
| Lia bili ties ired ac qu |
33 72 7, 92 3.2 1 , |
|
| Ca ing of the ired nt t a ts rry am ou ac qu ne sse |
12 31 1, 65 0.0 5 , |
|
| the f 9 4 % reo |
-1 1, 57 2, 95 1.0 5 |
-1 1, 57 2, 95 1.0 5 |
| Re ini d eb it dif fe ma ng ren ce |
1, 33 9, 11 1.4 5 |
|
| EQ UI TY A ND LI AB ILI TI ES ( in EU R) |
|
|---|---|
| Eq uity d r an ese rve s |
12 31 1, 65 0.0 5 , |
| Ot he isio r p rov ns |
10 4, 44 5.4 2 |
| Cu liab iliti nt rre es |
30 49 70 9 5, 6.6 , |
| De fer red x li ab iliti ta es |
3, 127 77 1.1 0 , |
| To l e ity nd li ab ilit ies ta qu a |
46 03 9, 57 3. 26 , |
The cost of the investment in terms of actual acquisition costs and incidental acquisition costs break down as follows:
| 12 91 2, 06 2. 50 |
|
|---|---|
| Leg al a dv ice |
50 76 2.5 0 , |
| Pro vis ion fo fe ert r e xp es |
8, 50 0.0 0 |
| da ted 15 M h 2 00 7 nt ag ree me arc |
12 85 2, 80 0.0 0 , |
| Ac isit ion th ha sts t to qu co pu rsu an e p urc se |
|
| ( in EU R) |
The additional consolidated net profit for a theoretical acquisition as of 1 January 2007 was calculated as follows (pro forma figures only):
| ( in EU R) |
|
|---|---|
| Rev en ue s |
31 3, 05 8.7 3 |
| Ot he ing in rat r o pe co me |
9, 76 9, 08 |
| Co f m ria ls st o ate |
-3, 29 4.8 9 |
| Ot he ing rat r o pe ex pe nse s |
-97 24 9.1 5 , |
| De fer red in ta co me x |
-3, 21 8, 84 1.8 4 |
| Ot he r in d s im ilar in ter est an co me |
84 2.5 0 |
| Int nd sim ilar st a ere ex pe nse s |
-43 6, 35 2.5 2 |
| Ext rdi inc rao na ry om e |
10 75 0, 69 1.0 0 , |
| Ext rdi rao na ry exp en ses |
-10 129 00 , , |
| Ot he r ta xes |
-13 30 0.0 0 , |
| of fo Ad dit ion al oli da te d it r t he co ns pr |
|
| rio d fo th ica l a uis iti ret pe r a eo cq on |
|
| f 0 1 J 20 07 as o an ua ry |
7, 29 5, 19 3. 91 |
The preparation of the consolidated financial statements in accordance with IFRS requires assumptions and estimates to be made for various items, which have an effect on the amount and disclosure of the assets and liabilities as well as income and expenses. Actual amounts may differ from these estimates.
Estimates are required in particular in order to:
In determining the fair values of the investment property in particular, Alstria Office AG must apply and take account of numerous factors. If the future development of these properties differs from the estimate, large-scale impairment losses may incur. This can have a negative impact on future results of operations.
A fair value measurement of the derivative financial instruments was performed by an independent third party and the market data compiled thereof were included in the standard measurement models. Thus, the usual estimation uncertainties exist regarding possible deviations from the market data used. Depending on the parameterization of the models, we put the maximum range for these deviations at between EUR -10,000 and EUR +10,000. We consider the models used to be adequate and believe that they do not engender any uncertainty as to their applicability.
The assets and liabilities stated above, which are particularly exposed to estimation uncertainty, had the following impact on the consolidated balance sheet as of the balance sheet date:
| 31 M 2 00 7 ar. |
|
|---|---|
| ( in EU R k ) |
(un dit ed ) au |
| Inv est nt rty me pro pe |
1, 38 4, 86 4 |
| fer De red ta ts x a sse |
13 96 2 , |
| the f lo for rds reo ss car ry wa |
8, 68 1 |
| e f f d Pos itiv air val eriv ativ ue s o es |
83 0 17, |
The activities of Alstria Office AG (primarily the generation of revenues from investment properties) are not generally affected by seasonal factors. However, the sale of one or more large properties may have a significant impact on revenues and operating expenses.
From experience, the real estate market tends to fluctuate as a result of factors such as the net income of consumers or GDP, changes in interest rates, consumer confidence, and demographic and other factors inherent to the market. No such factors resulted in any sustained effect on the business activities in the interim reporting period ending on 31 March 2007.
Alstria Office AG uses the fair value model pursuant to IAS 40.33 et seq. for subsequent measurement. External appraisals were obtained for measurement in 2006. Management's review of fair values as of the date of the Condensed Consolidated Interim Financial Statements for 31 March2007 did not reveal any significant changes in value over the fair values stated in the consolidated financial statements as of 31 December 2006 as there were no significant changes in market conditions as of 31 March 2007 compared with the balance sheet date of the previous consolidated financial statements. Please see section 8 of the consolidated financial statements as of 31 December 2006 for a detailed description of the valuation.
Expenses/income disclosed in the income statement pursuant to IAS 40.75 (f):
The following overview breaks down the other receivables into those due within the next twelve months and those due in more than one year.
| to up on e y ea r |
Du e in th mo re an on e y ea r |
To ta l 31 M ar. 20 07 |
To ta l 31 D ec 20 06 |
|
|---|---|---|---|---|
| ( in EU R k ) |
(un dit ed ) au |
|||
| Ca ital ize d t tio ost p ran sac n c s |
0 | 1, 94 9 |
1, 94 9 |
2, 49 1 |
| IPO sts co |
4, 00 3 |
0 | 4, 00 3 |
39 9 |
| Pre nts pay me |
66 3 |
0 | 66 3 |
97 |
| Ot he ts r a sse |
99 3 |
0 | 99 3 |
67 4 |
| Ot eiv he ab les r r ec |
9 5, 65 |
94 9 1, |
60 8 7, |
3, 66 1 |
Please refer to the Consolidated Statement of Changes in Equity.
By resolution of the extraordinary general meeting of shareholders held on 21 December 2006, the nominal share capital was increased against contribution in kind by EUR 32,000k from EUR 8,000k to EUR 40,000k. The capital increase has been registered in the commercial register on 9 March 2007.
By resolution of the ordinary general meeting of shareholders held on 15 March 2007, the nominal share capital was further increased by up to EUR 20,000k from EUR 40,000k to up to EUR 60,000k. On the basis of this resolution, the share capital was actually increased against contribution in cash in the amount of EUR 16,000k. This capital increase has been registered in the commercial register on 30 March 2007. The nominal amount was paid in on 30 March 2007.
As of the balance sheet date of the Condensed Interim Consolidated Financial Statements, 31 March 2007, the share capital of Alstria Office AG amounted to EUR 56,000k.
As of the balance sheet date of the Condensed Interim Consolidated Financial Statements, 31 March 2007, Captiva 2 Alstria Holding S.à r.l., Luxembourg, held 40 million shares and J.P. Morgan Securities Ltd. held 16 million shares in the Company.
The capital surplus increased during the period from 1 January to 31 March 2007 by EUR 48,525k. By shareholder resolution of 22 January 2007, EUR 49,008k was paid in the capital surplus. On the other hand, the first consolidation of Verwaltung Alstria Vierte and Siebte Hamburgische Grundbesitz GmbH resulted in a decrease of EUR 439k.
The valuation of the shareholder loan amounting to EUR 106,066k resulted in a further decrease of the capital surplus of EUR 44k.
Under IAS 32.16 and IAS 32.19, a financial instrument is an equity instrument if, and only if, an entity has no conditional or unconditional obligation to deliver cash or another asset. In addition, IAS 32.18(b) states that the right of a partner to return his investment to the partnership for compensation at any time must be disclosed as a liability, even when, in legal terms, the partner is an investor. Specifically, equity must be reclassified as liabilities when the shareholders have a right of termination and the exercise of that right justifies a settlement claim against the Company.
In accordance with these regulations, the Company disclosed reclassified equity in its balance sheet as minority interests in partnerships under payables to affiliates (as of 31 March 2007: EUR 1,746k). The share of income attributable to minority shareholders of EUR -11k was disclosed as part of the financial result in the income statement.
As of the balance sheet date of these Condensed Interim Consolidated Financial Statements, no dividends had been or are proposed to be paid nor equity securities or bonds issued, bought back or repaid.
As of 31 March 2007, the loans used by the Company are repayable with EUR 850,928k. The carrying amount takes into account interest liabilities and transaction costs to be allocated under the effective interest method upon raising the liabilities.
The biggest portion of liabilities relates to a syndicated loan arranged by J.P. Morgan plc, Natexis Banques Populaires and HSH Nordbank AG for a nominal amount of EUR 1,139,800k. EUR 764,570k of this nominal amount had been drawn as of the balance sheet date. To secure these liabilities, receivables from rental and property purchase agreements as well as insurance receivables and derivative financial instruments were assigned to the lenders, liens were granted on bank accounts and the registration of land charges was agreed.
Furthermore, a loan totaling EUR 79,492k existed between Verwaltung Alstria Vierte Hamburgische Grundbesitz GmbH and Verwaltung Alstria Siebte Hamburgische Grundbesitz GmbH respectively and HSH Nordbank AG, Hamburg, Germany.
All loans are floating-rate liabilities and are regularly repriced. The repricing schedule is mainly based on 1, 3, 6 or 12-months Euribor plus loan margin and borrowing costs.
Due to the variable interest rate, there are no significant differences between the carrying amounts and fair value.
As of 31 March 2007, loans were reduced by transaction costs of EUR 4,892k.
The carrying amounts of the loans are all denominated in EUR.
The liabilities exposed to an interest rate risk are due as follows:
| 31 M 2 00 7 ar. |
|
|---|---|
| ( in EU R k ) |
(un dit ed ) au |
| Up 1 to ye ar |
85 29 8 , |
| Mo tha n 1 re ye ar |
76 0, 88 8 |
| To l ta |
84 6, 18 6 |
The expenses for salaries shown in the profit and loss account (EUR 691k) include bonuses in the amount of EUR 455k.
The income tax expenses for the first three months of fiscal year 2007 were calculated applying a uniform average tax rate to the pre-tax income calculated according to German tax regulations, and increased or reduced by the changes of deferred tax assets and liabilities according to the liability method, to the extent that they do not relate to permanent differences.
The payments for investing activities (EUR 31,265k) were funded by additional borrowings from the shareholder Captiva 2 Alstria Holding S.à r.l. (EUR 54,500k).
The repayments of borrowings (EUR 193,820k) were financed by additional borrowings (EUR 108,827k), by an equity contribution (EUR 81,008k) and by operating cash (EUR 3,986k).
The type of services offered by Alstria Office AG exclusively comprises lessor activities. There is also no differentiation by tenant group since Alstria Office AG's portfolio consists almost entirely of commercial properties, with only a very few exceptions. When selecting tenants, Alstria Office AG places high demands on tenants' credit ratings, such that no different risks and returns pursuant to IAS 14.9 can be derived from this criterion. For the valuation of the properties, a differentiation is made between properties with anchor lease terms of less than five years and more than five years; however, this allocation is made on a rolling basis and therefore depends on the date. Further-
more, this differentiation does not result in any structurally different cash flows for the fiscal year. Different risks are only snapshots and change immediately when new anchor leases are concluded. However, it is not possible to identify a segment from these criteria. From a geographical perspective, Alstria Office AG operates exclusively in the German market and is present all over Germany. As there are therefore no reportable segments within the meaning of IAS 14.9, the criteria for segment reporting pursuant to IAS 14 are not met.
During the I. Quarter 2007, on average seven people were employed at the Company. As of the date of this report eleven people were employed at alstria, excluding the management board.
On 27 March 2007, the supervisory board of the Company resolved on the establishment of a stock option program for the members of the management board. With its resolution, the supervisory board fixed the details of the stock option program in accordance with an authorization granted by the general meeting of shareholders of 15 March 2007 and granted a first tranche of stock options to the management board.
The main terms of the stock option program resolved by the supervisory board can be summarized as follows:
Under the stock option program, up to 2,000,000 options entitling to the subscription of a maximum of 2,000,000 million shares of the Company with a total notional value of EUR 2,000,000 may be granted to members of the management board. The stock options will be granted in annual tranches. The first tranche has been granted by the supervisory board, subject to the abovesaid conditions, on 27 March 2007. Under this tranche 281,250 stock options were granted to each of Olivier Elamine and Dr. Michael Börner-Kleindienst. The exercise price for this first tranche is equal to EUR 16. The term of each stock option is seven years beginning with the respective issue date. The stock options may only be exercised if the current stock exchange price of the Company's shares exceeds the stock exchange price of the Company's shares on the issue date by 20% or more for at least seven non subsequent trading days of the Frankfurt Stock Exchange prior to the commencement of the respective exercise period.
The stock options may only be exercised during the exercise period beginning on or after the second anniversary date of the respective issue date.
The following table provides the total amount of transactions which have been entered into with related parties during the three months ended 31 March 2007:
| ( in EU R k ) |
31 2 00 M 7 ar. (un dit ed ) au |
|---|---|
| of Ac isit ion sh s in Al stri a V iert qu are e |
|
| Ha mb isc he Gr db esi tz G mb H urg un |
|
| d V alt Als tria Sie bte an erw un g |
|
| Ha mb isc he Gr db esi tz G mb H urg un |
14, 85 9 |
| Sha reh old loa n ( inc lud ing ed in s) ter est er ac cru |
10 6, 06 6 |
| ia O ffic G Int sha reh old loa n A lstr e A st e ere xp en se er |
135 1, |
| Int sha reh old loa n V alt Als tria Vi st e ert ere xp en se er erw un g e |
|
| Ha mb isc he Gr db esi tz G mb H urg un |
64 |
| Int sha reh old loa n V alt Als tria Sie bte st e ere xp en se er erw un g |
|
| Ha mb isc he Gr db esi tz G mb H urg un |
45 |
| Ser vic e A ith Na tixi s C ital Pa G mb H t w rtn gre em en ap ers |
30 |
| Ma fee s in lin ith the nt set t na ge me e w as m an ag em en |
|
| of 20 06 s C G 1 J ( Na tixi ital Pa mb H) nt rtn ag ree me un e ap ers |
|
| Th mi ted ith eff fro 1 M h 2 00 7. t w ter ect e a gre em en as na w m arc |
27 |
| Ad dit ion al a lloc atio s fo l ex ost n c r p ers on ne pe nse s |
|
| for 20 06 ( Na tixi s C ital Pa Lt d.) rtn ap ers |
27 |
| Co ion fo r lia bili of JU NA sat ty mp en cov era ge |
|
| Pro Gm bH & Co . K G Lia bili rty ty pe |
2 |
| Ass Ma fee sed fo r V alt Als tria et nt na ge me s e xp en erw un g |
|
| Gr tz G Vie Ha mb isc he db esi mb H, Ha mb nd Ve al rte urg un urg , a rw |
|
| Als tria Sie bte Ha mb isc he Gr db esi tz G mb H, Ha mb tun g urg un urg |
9 |
| Co ion fo r lia bili of Al stri a V iert sat ty mp en cov era ge e |
|
| Ha mb isc he Gr db esi tz G mb H a nd Al stri urg un a |
|
| Sie bte Ha mb isc he Gr db esi tz G mb H urg un |
2 |
As of 3 April 2007, the shares of Alstria Office AG were listed on the Regulated Market of the Frankfurt Stock Exchange. In the initial public offering of the Company´s shares, a total of 27.335 million shares were placed at a price of EUR 16 per share, of which 16 million shares resulted from a capital increase, 9,778,324 shares were sold by the the selling shareholder (including 378,324 shares from the exercise of the Greenshoe option).
By way of special succession, Alstria Office AG acquired a 51.5152% interest in Alstria Sechste Hamburgische Grundbesitz S.à.r.l. & Co. KG, Hamburg, from Verwaltung Alstria Sechste Hamburgische Grundbesitz GmbH, Hamburg, and a 100% interest in its new general partner, Verwaltung Alstria Sechste Hamburgische Grundbesitz GmbH, Hamburg, each with effect as of 1 April 2007.
Under the purchase agreement dated 18 December 2006, Alstria Vierzehnte to Einundzwanzigste Hamburgische Grundbesitz GmbH & Co. KGs, Hamburg, represented by their general partner, Verwaltung Alstria Dreizehnte Hamburgisches Grundbesitz GmbH, Hamburg, formerly AGAZZI Vermögensverwaltungsgesellschaft mbH, Hamburg, concluded a purchase agreement on the acquisition of several properties with a total value of approximately EUR 221,000k, with the properties being economically transferred (Übergang von Nutzen und Lasten) to the buyers with effect of 1 April 2007
Contribution into Capital surplus
By way of a loan agreement dated 23 November 2006, Captiva 2 Alstria Holding S.à r.l. granted to Alstria Office AG a shareholder loan. On 3 April 2007 said shareholder loan plus accrued interests totaling EUR 106,113k was contributed to capital surplus as agreed on 15 March 2007.
With resolution dated 8 May 2007, the supervisory board of the Company appointed with effect as of 1 June 2007 Mr. Alexander Dexne as new member of the management board in the position of a chief financial officer (CFO).
As of 31 March 2007, the members of the Company´s management board are:
Mr. Olivier Elamine (CEO)
Dr. Michael Börner-Kleindienst (COO)
With letter dated 1 February 2007, Dr. Robert Hannemann resigned as member of the management board with immediate effect.
By resolution of 28 December 2006, the supervisory board appointed Dr. Michael Börner-Kleindienst as a member of the management board; his term of office as Chief Operating Officer commenced on 1 March 2007.
Pursuant to the Company´s articles of association (Section 9), the supervisory board consists of six members, which are elected by the general meeting of shareholders. With resolution of the extraordinary general meeting of shareholders of 16 January 2007, the number of members of the supervisory board was increased from three to six. The expiration of the term of office is identical for all members, i.e., the close of the annual general meeting of shareholders in the year 2010.
As of 31 March 2007, the members of the supervisory board are:
| f Are a o |
r fi Yea rst |
Yea r |
||
|---|---|---|---|---|
| Na me |
Re nsi bili ty spo |
Ag e |
Ap int ed po |
Cu nt rre |
| Ale de r S tuh lma xan nn |
Vic e-C ha irm an |
58 | 20 07 |
20 10 |
| ( Ch air f ma n a s o |
||||
| il 2 00 1 A 7) pr |
||||
| Jo hn n O ost va |
Ch air ma n |
38 | 20 06 |
20 10 |
| of ( Vic e-C ha irm an as |
||||
| 1 A il 2 00 7) pr |
||||
| Dr. Jo ha Co di nn es nra |
Me mb er |
44 | 20 07 |
20 10 |
| Dr. Ch rist ian O lea riu s. |
Me mb er |
64 | 20 07 |
20 10 |
| Ric ha rd Mu lly 1 |
Me mb er |
45 | 20 07 |
20 10 |
| l Q Da nie i ua |
Me mb er |
32 | 20 06 |
20 10 |
1(who replaced as of 16 January 2007 Stephan Fritsch who served as member of the Supervisory Board from 17 November 2006 until his resignation as per the close of the extraordinary general meeting of shareholders on 16 January 2007.)
On 1 April 2007, the supervisory board elected Alexander Stuhlmann as Chairman and John van Oost as Vice-Chairman.
Hamburg, Germany, 25 May 2007
| 1 J 7 J e 2 00 7 un e - un |
Ro ad sho Eu e J PM w rop org an |
|---|---|
| Lon do Fra nkf Be lux Par is urt n, ne , , |
|
| 29 Ju 20 07 ne |
2n d S al Op nh eim Re al Est Co nfe Zu rich ate pe ren ce, |
| Au st 2 00 7 gu |
Int eri H 1 2 00 7 ort m rep |
| Se r 2 00 6-7 be 7 tem p |
l C fer EPR A A At he nn ua on en ce, ns |
| 10- 11 Sep be r 2 00 7 tem |
GR I Eu e S mit 20 07 Par is rop um , |
| 8-1 0 O be r 2 00 7 cto |
EX PO Re al, Mu nic h |
| 25 -26 O be r 2 00 7 cto |
Rea l Es e S ha Init iati Fr kfu tat rt re ve, an |
| 10 No mb 20 07 ve er |
Op D the Ha mb St k E xch Ha mb at en ay urg oc an ge urg , |
| No mb 20 07 ve er |
Int eri Q 1-3 20 07 ort m rep |
Fuhlentwiete 1220355 Hamburg Germany
Phone +49-40-22 63 41-300www.alstria.com
Public RelationsUtta TuttliesPhone +49-40-22 63 41-340Email [email protected]
alstria's current financial calendar can be found on our website and is updated frequently. Please visit http://www.investor-relations.alstria.com
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation, general economic conditions, including in particular economic conditions in the alstria's core business and core markets, general competitive factors, the impact of acquisitions, including related integration issues, and reorganization measures. Furthermore, the development of financial markets, interest rate levels, currency exchange rates, as well as national and international changes in laws and regulations, in particular regarding tax matters, can have a corresponding impact. Many of these factors may be more likely to occur, or more pronounced, as a result of terrorist activities and their consequences.
The company assumes no obligation to update any information contained herein.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.