Earnings Release • Mar 18, 2020
Earnings Release
Open in ViewerOpens in native device viewer
REGULATED INFORMATION 18 March 2020 - after trading hours under embargo until 17h45
Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the 'Company')
| KEY FIGURE | 31 December 2019 | 31 December 2019 | Evolution |
|---|---|---|---|
| FAIR VALUE PROPERTY PORTFOLIO | € 644 m | € 521 m | +24% |
| ADJUSTED EPRA EARNINGS | € 18.7 m | € 16.7 m | +12% |
| MARKET CAPITALISATION | €601,645,007 | € 390,321,469 | +54% |
| OCCUPANCY RATE | 100% | 100% | = |
| DEBT RATIO | 49.32% | 45.70% | +7,9% |
| COST OF BORROWED FUNDS | 2.35% | 2.9% | -19% |
Proposal to distribute a gross dividend of €0.77 per share over the entire 2019 financial year. After deduction of the withholding tax of 15%, the net dividend amounts to €0.65 per share, an increase of 6.94% compared to the 2018 financial year.
The ordinary general meeting of the Company will be held on 27 May 2020, 11 a.m. (at the registered office, Horstebaan 3, 2900 Schoten).
Care Property Invest NV/SA Horstebaan 3 2900 Schoten BE 0456 378 070 LPR Antwerp Public RREC under Belgian law
| www.carepropertyinvest.be | |
|---|---|
| E [email protected] | |
| F | +32 3 222 94 95 |
| T | +32 3 222 94 94 |
Care Property Invest was founded on 30 October 1995. As the first listed property investor in Belgium in 1996, it strongly focused on growing the Company and its property portfolio in 2018.
As a result, ambitions and expectations for the financial year 2019 were sky-high. Care Property Invest was fully committed to realising its targets, making a giant step in terms of reinforcing its portfolio, visibility and naturally also in terms of its results.
The Company was able to announce €100 million in additional investments to its portfolio. This, combined with the completion of the current developments and the occurrence of an overall increase in the fair value of its portfolio, resulted in a total fair value of the property portfolio as at 31 December 2019 of approximately €644 million(1).
The path of the geographical diversification was also further paved in The Netherlands with a total of 10 new investments.
In 2019, Care Property Invest reached the threshold of approximately €29.5 million in rental income, an increase of approximately 16.82% compared to the previous financial year. As a result of this increase in rental income on the one hand and cost control on the other hand, the adjusted EPRA earnings increased from €16.7 million for FY 2018 to €18.7 million for FY 2019, an increase of over 12%. Care Property Invest was therefore able to more than meet its targets and realised adjusted EPRA earnings of €0.9173 per share and can therefore increase the dividend by 6.9% (from € 0.72 per share for the financial year 2018 to € 0.77 per share for the financial year 2019), despite the increase in the number of shares entitled to dividend as a result of the 2 capital increases that took place in 2019.
(1) (i) The investment properties are included at fair value in the balance sheet in accordance with IAS 40, the finance lease receivables are included at cost in the balance sheet in accordance with IFRS 16.
(ii) The share in % compared to the total property portfolio of the finance lease receivables (IFRS 16) according to the balance sheet values is 36% as at 31 December 2019, the share in % compared to the total property portfolio (IAS 40) according to the balance sheet values is 64% as at 31 December 2019.
(iii) The value of the finance lease receivables included in the balance sheet as at 31 December 2019 amounts to €198,937,232.93. The fair value of the finance lease receivables amounts to €286,714,450.35 as at 31 December 2019. The fair value of the finance lease receivables is a mandatory clarification (IFRS 16)
In September 2019, Care Property Invest' reporting efforts have been rewarded for the third time in a row with an EPRA BPR Gold Award.
The Company aims to continue this growth process in 2020, prioritising further increase of its results.
For example, the Company expects rental income to increase to €35 million by the end of 2020.
An increase in adjusted EPRA earnings to €0.93 per share and an increase in the dividend to be distributed from €0.77 per share to a minimum of €0.80 for the 2020 financial year are also expected.
Care Property Invest's ambitions for 2020 and beyond are therefore high.
This year, Care Property Invest is celebrating its 25th anniversary and we would like to thank our shareholders once again for their confidence, our customers for their belief in the added value Care Property Invest brings to their project and, of course, our employees for their dynamic commitment to achieving the Company's objectives.
Care Property Invest's ambition is to become the ultimate reference in the health care property market and to realise accelerated growth.
Its current strategy for residential healthcare real estate for senior citizens is based on the progressive ageing of the population which, according to the Federal Planning Bureau, will peak by 2070. Now and in the coming decades, this will lead to an increasing demand for healthcare real estate with social added value. A similar trend also applies to The Netherlands in terms of population ageing figures. For more details, we refer to the graphs below, which show the demographic evolution in Belgium and the Netherlands.
The guaranteed demographic evolution in combination with its growth strategy, the implementation of its corporate purpose and the fact that it is the only RREC to invest 100% in healthcare real estate, ensures that its share always provides a stable return for its shareholders, and this at a reduced withholding tax rate of 15% (instead of the general rate of 30%).
Care Property Invest spreads its risks by ensuring a good geographic market distribution of its real estate, diversifying between the operators of its real estate and by creating a good balance between public-private and private partnerships. This was, among other things, also a major motivator for the Company to take its step onto the Dutch healthcare real estate market in September 2018.
DEMOGRAPHIC EVOLUTION BELGIAN POPULATION(1)
(1) Based on data from the Federal Planning Bureau - Report on demographic projections 2017-2070.
(2) Based on the following data source: 'Projections of population intervals; age group, 2018-2060', CBS - 19 December 2017
The careful selection of new projects for the Company always takes place after a detailed risk analysis with a well-founded assessment by the Company's board of directors, after the Company's Management Committee has had an initial discussion about the investment projects.
This may involve the Company developing the property itself, or building and funding the construction, but may also involve refinancing or acquiring existing buildings, with an option of renovation or expansion, both in the private and the public market.
The main selection criteria are presented below:
In essence, Care Property Invest's strategy is of the 'buy and hold' type, and as such, is by definition aimed at keeping the property in the long term.
As mentioned earlier, Care Property Invest is currently active in Belgium and The Netherlands and is cautiously looking at a select number of other key geographical markets within the European Economic Area, which are facing similar demographic trends.
Care Property Invest aims to develop a continual dialogue with the care sector, the government, potential and current investors, credit providers and more in general, with all stakeholders.
The Company attempts to align its financial strategy with the overall strategy and growth achieved by the Company. By continuously expanding its scale, the Company strives for a competitive distribution of debt and capital costs and an improvement of its operating margin.
Care Property Invest aims to finance itself in the best possible way, making use of shareholders' equity and borrowed funds.
Equity is raised by using the capital market. By means of capital increases in cash and in kind, counterbalanced by immediately profitable assets and/or a concrete pipeline, growth in earnings per share can be ensured and maintained.
Care Property Invest aims for a permanent dialogue with investors, both directly and indirectly. By organising or participating in roadshows and fairs both in Belgium and abroad, the Company creates a permanent dialogue with both institutional and private investors.
As a RREC, Care Property Invest is fully aware of the importance of its dividend policy for its shareholders. The Company therefore endeavours to increase its dividend whenever this is sustainably possible. This prevents the company from having to reduce this again in a later financial year.
Given the Company's strong growth, it attempts to allocate as much of its profits as possible so it can be reinvested within the legal framework. In doing so, the Company strives for a pay-out ratio (pay-out percentage of the dividend per share compared to the earnings per share) that comes as close as possible to the legal minimum of 80%, while at the same time striving for a sustainable increase in the dividend. It is also investigating the possibility of an optional dividend.
Despite the already improved liquidity of its share, Care Property Invest is still in the process of increasing this further in order to boost the attractiveness of its share. To this end, it appointed KBC Securities as second liquidity provider in November 2018, following the appointment of Bank Degroof Petercam as liquidity provider in February 2018. The Company's strategic objective is to be included in the EPRA index, which will result in a further increase in the liquidity of the Care Property Invest share. In addition, the appointment of liquidity providers results in smaller price fluctuations and thus a steadier share price and a smaller bid-ask spread.
The foreign funds were raised as diversified as possible. This allows the risk on the banking counterparty to be limited. Care Property Invest aims for a further spread of its lenders.
In order to further diversify the origins of its sources of borrowed funds, the Company also has an MTN programme in place with Belfius that offers the possibility of issuing bonds and commercial papers. In the financial year 2018, the Company raised the ceiling of this programme from €50 million to €100 million and opted for the appointment of KBC as additional dealer in order to limit the placement risk. In 2019, the ceiling of the programme was further raised to €140 million. The Company disposes of the necessary lines for the portion of the commercial paper offering the necessary coverage, in order not to increase the liquidity risk.
Care Property Invest tries to further limit its liquidity risk by keeping sufficient credit lines available for its short-term needs and the financing of additional investments over the current financial year.
In addition, there is also a liquidity risk if the Company would no longer respect the covenants linked to these credit agreements. These covenants contain market-based provisions on, among other things, the debt ratio and compliance with the provisions of the RREC Legislation. Care Property Invest monitors the parameters of these covenants on a regular basis and whenever a new investment is being considered.
At the end of the financial year, Care Property Invest did not mortgage or pledge any building in Belgium or The Netherlands.
Correct financing is necessary for a profitable and solid business model, in view of the capital-intensive character of the sector in which the Company operates and the Company's buy-and-hold strategy. As a result, the Company has a structural debt position with mainly bullet loans. The investment loans that the Company pays off are mainly loans that had already been contracted by subsidiaries prior to acquisition and that the Company acquired with the acquisition of the shares of the subsidiary. The cash position held permanently by the Company is limited.
The Company's long-term objective is to have a debt ratio between 50% and 55%. This debt ratio allows for an optimal balance between own and foreign resources and also offers the possibility of taking advantage of investment opportunities.
The Company also tries to limit the interest rate risk on its debts by striving for a hedging percentage of its debts between 75% and 80%. The Company closely monitors developments on the financial markets in order to optimise its financial structure and to obtain a good composition of short and long-term financing and the conclusion of derivative contracts in order to achieve the desired hedging percentage. The Company also aims to take into account the long-term income from its investments in the average duration of its loans.
By contracting long-term leasehold and rental agreements, the Company creates long-term cash flows. Through the triple net character (1) of these contracts with solid operators and the transfer of the risk of voids to the operator (apart from in the case of the investment in Gullegem), the Company succeeds in maintaining a low risk profile. The fact that, at 31 December 2019, almost half of the rental income comes from agreements with local authorities, reinforces the low risk profile and makes the Company unique compared to other RRECs.
This applies all the more since the health care real estate is linked to the demographic factors which, in view of the underlying demographic trend of the ageing of the population, are favourable, rather than to economic trends.
Care Property Invest positions itself as an investor in elderly care and modified infrastructure for the disabled. The objectives stated in the articles of association are set as broadly as possible. Priorities are set within the care and welfare property segment.
Care Property Invest focuses on investments in care and welfare and has also devoted opportunity-driven attention to concept development.
Care Property Invest's ambitions are to be the (leading) reference company in its market and to realise accelerated growth.
Care Property Invest is a highly dynamic player in its market, which generates innovation in property for care and well-being for seniors and people with disabilities. Care Property Invest would like to achieve this independently.
(1) With the exception of the 'Les Terrasses du Bois' in Watermaal Bosvoorde, project for which a long-term agreement of the 'double net' type has been concluded.
2.1.1. PROJECTS 2019 FINANCIAL YEAR(1) IN BELGIUM
Below is a brief overview of the acquisitions of several projects in Belgium during the 2019 financial year.
All purchases were made at prices corresponding to the fair value as determined by the real estate expert. The transactions took place for a total conventional value of approx. €24.1 million.
| Riemst - Huyse Elckerlyc | ||
|---|---|---|
| • ACQUISITION DATE | 19 February 2019 | |
| • ADDRESS: | Trinellestraat 23, 3770 Riemst, Belgium | |
| • OPERATOR: | Senior Living Group | |
| • CAPACITY: | 77 residential places | |
| • LOCATION | vicinity. | In the centre of Millen (a municipality of Riemst), located in the province of Limburg on the edge of the Walloon Region and the Dutch border, in the middle of a green residential area, with a bakery next door and a number of catering establishments in the |
| • YEAR OF CONSTRUCTION/ RENOVATION: |
1997/2007; renovation 2008 | |
| • TYPE OF CONTRACT: | New long-term rental agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | |
| • CONVENTIONAL VALUE | Approximately €6.5 million | |
| • TRANSACTION: | Acquisition 100% of the shares in Decorul nv, the company that owns the real estate of this residential care centre | |
| • FINANCING: | Acquisition of existing loans and loan capital |
| Genval - La Résidence du Lac | ||
|---|---|---|
| • ACQUISITION DATE | 3 April 2019 | |
| • ADDRESS: | Avenue Albert 1er 319, 1332 Genval, Belgium | |
| • OPERATOR: | La Résidence du Lac SA | |
| • CAPACITY: | 109 residential places | |
| • LOCATION | In Genval, with the centre of Genval within walking distance. Here you will find several supermarkets, cafes and restaurants. The famous lake of Genval is one kilometer away. |
|
| • YEAR OF CONSTRUCTION/ RENOVATION: |
2011 | |
| • TYPE OF CONTRACT: | New long-term rental agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 27 years | |
| • CONVENTIONAL VALUE | Approximately €17.6 million | |
| • TRANSACTION: | Acquisition of 100% of the shares in Immo du Lac SA, the company that owns the real estate of this residential care centre. For the land, Immo du Lac SA obtained a 76 year long right of leasehold from the Association des Oeuvres Paroissiales de la région de Braine-l'Alleud (parish of Braine-l'Alleud). |
|
| • FINANCING: | Through a successful contribution in kind of all the shares in Immo du Lac SA into the capital of Care Property Invest, and this within the framework of the authorised capital. Following this contribution leading to a capital increase (including the issue premium) of €16,372,079.85. 764,031 new Care Property Invest shares were issued. The issue price equalled €21.43 per share. |
(1) Information on the Company's activities and investments during the previous 2 financial years is included in the annual financial report 2018, chapter 'IV Report of the Board of Directors', paragraph '2. Important events' starting on page 55 and in the annual financial report 2017, chapter 'IV Report of the Board of Directors', paragraph '2. Important events' starting on page 51. Both reports are available on the website www.carepropertyinvest.be.
| Vorst - Nuance | ||
|---|---|---|
| • ACQUISITION DATE | 28 February 2017 | |
| • ADDRESS: | Vorst, Schaatsstraat (Rue du Patinage), 1190 Vorst, Belgium | |
| • OPERATOR: | An entity 100% controlled by Anima Care nv | |
| • CAPACITY: | 121 Licensed residential places | |
| • LOCATION | Located in the city centre, close to banks, stores and a hospital. The site is easily accessible by public transportation as well as by car due to the quick connection with the ring of Brussels and a carsharing parking spot in the street. |
|
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Completed on 13 January 2020 | |
| • TYPE OF CONTRACT: | New long-term rental agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | |
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €14.5 million | |
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €15.7 million | |
| • TRANSACTION: | Acquisition of the land and takeover of all contracts relating to the construction of the residential care centre | |
| • FINANCING: | Mix of loan capital and equity | |
| Middelkerke - Assistentiewoningen De Stille Meers | ||
|---|---|---|
| • AWARD DATE | 10 January 2018 | |
| • ADDRESS: | Sluisstraat 17, 8430 Middelkerke, Belgium | |
| • OPERATOR: | PCSW Middelkerke | |
| • CAPACITY: | 60 assisted living apartments | |
| • LOCATION | In the city centre of Middelkerke. Therefore the project will be located near several shops, banks, supermarkets and catering establishments. The new development is located just a stone's throw away from the beach. The group of assisted living apartments is easily accessible, by car as well as by public transportation. |
|
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Completed on 7 January 2020 | |
| • TYPE OF CONTRACT: | New long-term lease agreement of the 'triple net' type (annually indexable) with a duration of at least 27 years | |
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €8.2 million | |
| • FINANCING: | Mix of loan capital and equity |
| Deinze - De Nieuwe Ceder | ||
|---|---|---|
| • AWARD DATE | 30 October 2017 | |
| • ADDRESS: | Parijsestraat 34, 9800 Deinze, Belgium | |
| • OPERATOR: | vzw Zorghuizen (non-profit association) | |
| • CAPACITY: | 86 residential places for persons with disabilities and acquired brain injuries | |
| • LOCATION | supermarket | The housing complex to be developed is located in a beautiful and green environment, right next to a care hotel. The project is located near the centre of Deinze and a stone's throw from the centre of Astene, close to several shops, banks, restaurants and a |
| • YEAR OF CONSTRUCTION/ RENOVATION: |
2018-2019. The entire project was completed on 27 September 2019. | |
| • TYPE OF CONTRACT: | New long-term lease agreement of the 'triple net' type (annually indexable) with a duration of at least 28 years | |
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €11.0 million | |
| • FINANCING: | Mix of loan capital and equity |
| Wassenaar - Villa Sijthof | |||
|---|---|---|---|
| • ACQUISITION DATE | 20 June 2019 | ||
| • ADDRESS: | Oud Clingendaal 7, 2245 CH Wassenaar, The Netherlands | ||
| • OPERATOR | Vandaegh Nederland B.V. (part of the Ontzorgd Wonen Groep) | ||
| • CAPACITY: | 19 residential care apartments | ||
| • LOCATION | On the outskirts of the wealthy community of Wassenaar, in the middle of a wooded area. | ||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
year of construction 1922, year of renovation 2015 | ||
| • TYPE OF CONTRACT: | New long-term leasehold of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | ||
| • CONVENTIONAL VALUE | Approximately €5.9 million | ||
| • TRANSACTION: | Acquisition through its Dutch subsidiary Care Property Invest.NL5 B.V | ||
| • FINANCING: | Loan capital |
| Laag-Keppel - De Gouden Leeuw | |||
|---|---|---|---|
| • ACQUISITION DATE | 9 July 2019 | ||
| • ADDRESS: | Rijksweg 91, 6998 AG Laag-Keppel, The Netherlands | ||
| • OPERATOR | Woonzorgvoorziening zorghotel de Gouden Leeuw B.V. (part of 'De Gouden Leeuw Groep') | ||
| • CAPACITY: | 5 care apartments, 14 care studios and care hotel with 17 places | ||
| • LOCATION | near the centre of Laag-Keppel, a strongly ageing neighbourhood of Bronckhorst. The rural surroundings, near the marina on the Oude Ijssel, provide a very peaceful living experience for the residents of 'De Gouden Leeuw'. |
||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Year of construction of main building 1769/ year of construction of extension 1980 | ||
| • TYPE OF CONTRACT: | New long-term leasehold of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | ||
| • CONVENTIONAL VALUE | Approximately €5.6 million | ||
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL4 B.V. | ||
| • FINANCING: | Loan capital |
| Zelhem - De Gouden Leeuw | ||
|---|---|---|
| • ACQUISITION DATE | 3 September 2019 | |
| • ADDRESS: | Burg. Rijpstrastraat 3-5, 6998 7021 CP Zelhem, The Netherlands | |
| • OPERATOR | Woonzorgvoorziening Zorghotel de Gouden Leeuw Zelhem B.V. (part of 'De Gouden Leeuw Groep') | |
| • CAPACITY: | 33 residential care apartments and care hotel with 7 places | |
| • LOCATION | The care residence is housed in the former town hall of Zelhem, a district of Bronckhorst. The former municipality of Zelhem has three residential areas Zelhem, Halle and Velswijk, a number of hamlets and a beautiful natural, extensive outdoor area. |
|
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Year of construction approx. 1867/ renovation year 2007 | |
| • TYPE OF CONTRACT: | New long-term leasehold of the 'triple net' type (renewable and annually indexable) with a duration of at least 25 years | |
| • CONVENTIONAL VALUE | Approximately €10.1 million | |
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL6 B.V. | |
| • FINANCING: | Loan capital |
| Tilburg - Margaritha Maria Kerk | |||
|---|---|---|---|
| • ACQUISITION DATE | 26 March 2019 | ||
| • ADDRESS: | Ringbaan West 300, 5025 VB Tilburg, The Netherlands | ||
| • OPERATOR | Korian Holding Nederland B.V. | ||
| • CAPACITY: | 32 care apartments | ||
| • LOCATION | The project is located in a pleasant residential area, centrally located in the municipality of Tilburg, on the triangle of the Zorgvlied, Rooi Harten and Korvel districts. 'Kromhoutpark', a pharmacy and several supermarkets, are located close to the project. |
||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Completion expected in second half of 2020. | ||
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | ||
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €7.6 million. | ||
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €7.85 million | ||
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL3 B.V. | ||
| • FINANCING: | Loan capital |
| Middelburg - Sterrenwacht | ||
|---|---|---|
| • ACQUISITION DATE | 12 June 2019 | |
| • ADDRESS: | Herengracht 50-52, 4331 PX Middelburg, The Netherlands | |
| • OPERATOR | Korian Holding Nederland B.V. | |
| • CAPACITY: | 25 care studios | |
| • LOCATION | On the edge of the city centre of Middelburg and is idyllically located, right on the Middelburg Herengracht. | |
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Year of construction approximately 1930, completion expected first quarter of 2021 | |
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | |
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €5.6 million | |
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €5.7 million | |
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL3 B.V. | |
| • FINANCING: | Loan capital |
| Zeist - Villa Wulperhorst | |||
|---|---|---|---|
| • ACQUISITION DATE | 6 August 2019 | ||
| • ADDRESS: | 3709 JP Zeist, Tiendweg 6-8, The Netherlands | ||
| • OPERATOR | Valuas zorggroep | ||
| • CAPACITY: | Care residence with a total of maximum 44 rooms | ||
| • LOCATION | kilometres away. | In Zeist, a municipality centrally located in the province of Utrecht, within the wooded area of the Utrechtse Heuvelrug. With the centre of Zeist 2.5 kilometres away, the project explicitly focuses on tranquillity and nature experience. Utrecht itself is about 11 |
|
| • YEAR OF CONSTRUCTION/ RENOVATION: |
2021. | The renovation and construction works for the manor are expected to start by mid-2019 and are expected to be completed by the end of 2020. The redevelopment of the coach house is expected to start in the third quarter of 2019 and to be completed in early |
|
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 25 years | ||
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €13,0 million | ||
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €13,0 million | ||
| • TRANSACTION: | The Company acquired 100% of the properties on the estate, together with the associated permits and certifications required for the renovation of the manor and the construction of the adjoining coach house, from Stichting Utrechts Landschap through its Dutch subsidiary Care Property Invest.NL2 B.V. and simultaneously entered into two turnkey agreements with the developer in charge of the redevelopment of 'Villa Wulperhorst'. . |
||
| • FINANCING: | Loan capital | ||
| Hillegom - St. Josephkerk | ||
|---|---|---|
| • ACQUISITION DATE | 27 september 2019 The Netherlands | |
| • ADDRESS: | Monseigneur van Leeuwelaan 1 & 3, 2182 EM Hillegom en Hoofstraat 141, 2181 EM Hillegom, Nederland | |
| • OPERATOR | Korian Holding Nederland B.V. | |
| • CAPACITY: | 38 zorgappartementen | |
| • LOCATION | located close to the project. | The project is centrally located along the main road that crosses Hillegom lengthways. The 'Van Nispenpark' and various facilities are |
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Construction works will start in early 2020 and the provisional delivery is planned in mid-2021. | |
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | |
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €9.07 million. | |
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €9.2 million | |
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL5 B.V. | |
| • FINANCING: | Loan capital |
| Zutphen - De Gouden Leeuw | ||||
|---|---|---|---|---|
| • ACQUISITION DATE | 19 December 2019 | |||
| • ADDRESS: | De Clercqstraat 58, 7201 EC Zutphen, The Netherlands | |||
| • OPERATOR | Woonzorgvoorziening de Gouden Leeuw Zutphen B.V. (onderdeel van 'De Gouden Leeuw Groep') | |||
| • CAPACITY: | 29 care apartments and care hotel with 7 studios | |||
| • LOCATION | The project will be one of three buildings within the high-end residential project 'De Veste' and is located near the Coehoornsingel, next to a historic fortress canal and the stately buildings that characterize the neighbourhood. The centre of Zutphen, with numerous restaurants, supermarkets, shops and banks, lies within walking distance. |
|||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Construction works have started in April 2019 and completion is scheduled for 1 June 2021. | |||
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 25 years | |||
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €11.65 million | |||
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €11.86 million | |||
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL4 B.V. | |||
| • FINANCING: | Loan capital |
| Nijmegen - De Orangerie | |||||
|---|---|---|---|---|---|
| 23 October 2018 • ACQUISITION DATE |
|||||
| • ADDRESS: | Malvert 5002 en 5004, 6538 DM Nijmegen, The Netherlands Korian Holding Nederland B.V. |
||||
| • OPERATOR | |||||
| • CAPACITY: | 68 care apartments | ||||
| • LOCATION | In the greenest neighbourhood of the city named Dukenburg. The neighborhood is known for its quiet character and is loved by both young and old alike. |
||||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Completion foreseen in 2nd half of 2020 | ||||
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | ||||
| • TOTAL ESTIMATED INVESTMENT COST: |
Approximately €9.20 million. | ||||
| • TOTAL ESTIMATED FAIR VALUE: |
Approximately €9.20 million. | ||||
| • TRANSACTION: | Acquisition through its Dutch subsidiary, Care Property Invest.NL B.V. | ||||
| • FINANCING: | Loan capital |
| Merging company | Absorbing company |
Date of effective absorption |
Date publication Belgian Official Gazette |
Code publication Belgian Official Gazette |
|---|---|---|---|---|
| Konli bvba | Care Property Invest nv | 1 January 2019 | 21 January 2019 | BOG 2019-01-21/0010185 |
| Daan Invest nv | Care Property Invest nv | 28 June 2019 | 24 July 2019 | BOG 2019-07-24/0100723 |
| VSP Wolvertem bvba | Care Property Invest nv | 28 June 2019 | 24 July 2019 | BOG 2019-07-24/0100725 |
| Aldante nv | Care Property Invest nv | 28 June 2019 | 24 July 2019 | BOG 2019-07-24/0100299 |
| Immo Kemmelberg bvba | Care Property Invest nv | 28 June 2019 | 30 July 2019 | BOG 2019-08-30/0103659 |
| Siger nv | Care Property Invest nv | 23 July 2019 | 7 August 2019 | BOG 2019-08-07/0107352 |
| Igor Balen nv | Care Property Invest nv | 23 July 2019 | 7 August 2019 | BOG 2019-08-07/0107371 |
| Tomast bvba | Care Property Invest nv | 24 October 2019 | 19 November 2019 | BOG 2019-11-19/0150676 |
| Anda Invest bvba | Care Property Invest nv | 24 October 2019 | 26 November 2019 | BOG 2019-11-26/0153884 |
For more information on the merger proposals, see https://carepropertyinvest.be/en/investments/mergers/.
| Name established subsidiary | Date of establishment |
Purpose |
|---|---|---|
| Care Property Invest.NL3 B.V. | 5 March 2019 | acquire healthcare real estate sites in The Netherlands |
| Care Property Invest.NL4 B.V. | 15 April 2019 | acquire healthcare real estate sites in The Netherlands |
| Care Property Invest.NL5 B.V. | 23 May 2019 | acquire healthcare real estate sites in The Netherlands |
| Care Property Invest.NL6 B.V. | 8 August 2019 | acquire healthcare real estate sites in The Netherlands |
| 2.1.3.3. |
2.1.3.4. CONVERSIONS TO SPECIALISED REAL ESTATE INVESTMENT FUND (GVBF/FIIS)
On 15 March 2019, B.E.R.L. International nv with company number 0462.037.427 was included on the list of specialised real estate investment funds of the Federal Public Service Finance, pursuant to Article 3 of the Royal Decree of 9 November 2016 concerning specialised real estate investment funds.
On 15 May 2019, Immo du Lac nv with company number 0888.891.766 was included on the list of specialised real estate investment funds of the Federal Public Service Finance, pursuant to Article 3 of the Royal Decree of 9 November 2016 concerning specialised real estate investment funds.
On 13 February 2019, the board of directors of the Company set up an audit committee to ensure the accuracy and reliability of all financial information, both internal and external. It is responsible for ensuring that Care Property Invest's periodic financial reports provide a fair, accurate and clear view of the situation and future prospects of Care Property Invest and, in particular, for auditing the annual and periodic financial reports before they are published.
The audit committee also verifies the correct and consistent application of the various accounting standards and valuation rules applied. It also monitors the independence of the statutory auditor and has an advisory role during the (re)appointment of this auditor. Detailed information on the functioning of the audit committee can be found in the Corporate Governance Charter available on the website, www. carepropertyinvest.be.
On 13 February 2019, the board of directors of the Company decided to establish an investment committee. The main objective is to allow greater flexibility in the assessment of investment dossiers. The committee is responsible for providing advice on investment and possible divestment dossiers in order to speed up the decision-making process.
The board of directors remains responsible for supervising and taking the final decision on these matters. The investment committee performs its task in accordance with the Company's Integrity Policy. Detailed information on the functioning of the investment committee can be found in the Corporate Governance Charter available on the website, www.carepropertyinvest.be.
On 8 April 2019 Care Property Invest NV announced that the board of directors has decided to start a share buy-back program for a total amount of up to €250,000 to acquire up to 11,000 shares, within the limits of the authorization to buy back own shares granted by the extraordinary shareholders' meeting of May 16, 2018. The purpose of the buy-back programme is to enable Care Property Invest to meet its obligations arising from share purchase plans for the benefit of the executive management of Care Property Invest. On 29 November 2019, the board of directors approved the continuation of the share buy-back programme for a total maximum of €52,500 to acquire a maximum of 1,500 shares.
Care Property Invest acknowledges the need to have an active and committed management that is also responsible for the further expansion and integration of the investments made. Based on previous experience and current market practices and trends, the remuneration and nomination committee and the board of directors are also convinced that the engagement and involvement of the management increases if it can participate in the capital of Care Property Invest NV, thus aligning the interests of the management with those of the company and its shareholders. This method of remuneration is therefore in line with the principles of good corporate governance pursued by the company. After all, linking an appropriate part of the remuneration package to performance is also explicitly included in the Corporate Governance Code. Care Property Invest applies the provisions and guidelines of this Code in full to its long-term incentive plan. The buy-back programme will be carried out by an independent broker in accordance with the applicable regulations regarding the purchase of own shares.
Care Property Invest has started the buy-back programme on 8 April 2019 for a period ending on 30 April 2019 at the latest.
On 12 April 2019, the Company subsequently announced that, in accordance with article 207 of the Royal Decree of 30 January 2001 executing the Companies Code, it had purchased 10,780 of its own shares on Euronext Brussels on 10 April 2019. The shares were repurchased at an average price (rounded) of €23.19 per share.
| Date | Number of shares |
Average price (in €) |
Minimum price (in €) |
Maximum price (in €) |
Total price (in €) |
|---|---|---|---|---|---|
| 8 April 2019 | 2,500 | 23.12 | 23.00 | 23.40 | 57,797.50 |
| 9 April 2019 | 5,000 | 23.26 | 23.00 | 23.40 | 116,295.00 |
| 10 April 2019 | 3,280 | 23.13 | 23.00 | 23.30 | 75,879.85 |
| Total | 10,780 | 23.19 | 249,972.35 |
As part of the continuation of the long-term incentive plan, Care Property Invest started a second buy-back programme on 3 December 2019 for a period ending on 15 December 2019 at the latest.
On 6 December 2019, the Company announced that it repurchased 1,500 of its own shares on Euronext Brussels on 3 December 2019. The shares were repurchased at an average price (rounded-off) of €29.48 per share.
| Date | Number of shares |
Average price (in €) |
Minimum price (in €) |
Maximum price (in €) |
Total price (in €) |
|---|---|---|---|---|---|
| 3 December 2019 | 1,500 | 29.48 | 29.30 | 29.70 | 44,225 |
| Total | 1,500 | 29.48 | 44,225 |
Care Property Invest has raised the ceiling of its MTN programme to €140 million, including an increase in additional backup lines.
are Property Invest decided on 29 May 2019 to offer its shareholders the option of an optional dividend. At the end of the option period the Company confirmed that a total of 56.56% of the net dividend rights attached to the shares with coupon No. 10 (for the dividend for the 2018 financial year) have been exchanged for new shares of Care Property Invest, which resulted in a strengthening of the equity of €6,688,783.62, which will be used to realise a further growth of the property portfolio.
For this purpose, 307,870 new ordinary shares were issued at a fixed issue price of €21.726 per share, within the framework of the authorised capital, for a total issue amount of €6,688,783.62 (€1,831,672.57 in capital and €4,857,111.05 in issue premium). Consequently, the share capital of Care Property Invest is now represented by a total of 20,394,746 shares. Dividend rights that have not been contributed, representing a total net amount to be paid out of €5,136,797.52, were paid out in cash.
| Summary of the result of the optional dividend | ||||
|---|---|---|---|---|
| Options for the shareholders | (I)the contribution of the net dividend rights into the Company's capital, in exchange for new ordinary shares; (II) payment of dividend in cash; or (III) a combination of both foregoing options. |
|||
| Reinforcement of equity through optional dividend | €6,688,783.62 | |||
| % of dividend rights contributed attached to shares with coupon No. 10 |
56.56% | |||
| Number of newly issued ordinary shares due to the optional dividend and the total issue price associated with it |
307,870 shares for a total issue price of €6,688,783.62 |
|||
| Share capital Care Property Invest as from 26 June 2019 | €121,338,541.37 | |||
| Total number of Care Property Invest shares as from 26 June 2019 (coupon No. 11, sharing in the result as from 1 January 2019) |
20,394,746.00 shares | |||
| Net total amount to be paid in cash for uncontributed dividend rights |
€5,136,797.52 |
As already announced in a separate press release, Care Property Invest is proud to announce that it has made the following investment after the closing of the2019 financial year
| Bergen - La Reposée | |||||
|---|---|---|---|---|---|
| • ACQUISITION DATE | 15 January 2020 | ||||
| • ADDRESS: | Rue du Chemin de Fer 1, 7033 Mons, Belgium | ||||
| • OPERATOR: | La Reposée Sprl (part of My Assist) | ||||
| • CAPACITY: | Residential care centre with 111 residential places 87 rooms (57 single rooms and 30 double rooms) and 11 assisted living apartments under development |
||||
| • LOCATION | At 300 m from the centre of Cuesmes (a municipality of Mons), at 250 m from banks, shops and supermarkets and at 4,5 km from the centre of Mons. Easy access by car (E4, R5 and the ring road of Mons). There is a bus stop 1 km away from the project. |
||||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
delivered in Q1 2020. | 1980, with extensions in 2005 and 2011. The assisted living apartments are currently being completed and are expected to be | |||
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 27 years | ||||
| • FAIR VALUE | Residential care centre + assisted living apartments under construction: approximately €17.2 million | ||||
| • TOTAL ESTIMATED INVESTMENT COST: |
Residential care centre + assisted living apartments under construction: approximately €17.2 million | ||||
| • FINANCING: | Through a successful contribution in kind of the property into the capital of Care Property Invest, within the framework of the authorised capital. As a result of this contribution, which led to a capital increase (including share premium) of €17,229,464.00, 641,284 new shares in Care Property Invest were issued at an issue price of €26.87 per share. |
| Bernissart - New Beaugency | |||
|---|---|---|---|
| • ACQUISITION DATE | 15 January 2020 | ||
| • ADDRESS: | Rue d'Ellezelles 57, 7321 Bernissart, Belgium | ||
| • OPERATOR: | New Beaugency Sprl (part of My Assist) | ||
| • CAPACITY: | Residential care centre with 93 residential places 74 rooms (55 single rooms and 19 double rooms) and 11 assisted living apartments |
||
| • LOCATION | At 600 m from the centre of Blaton, a district of the municipality of Bernissart. The centre of Bernissart is 3.5 km from the site. There are several restaurants, shops, banks, a supermarket and a pharmacy. The centre of Bergen is 26 km away. The project is easily accessible by car via the E42 (Bergen-Doornik). The train station of Blaton is 1.2 km away. |
||
| • YEAR OF CONSTRUCTION/ RENOVATION: |
Residential care centre: 1989, with an extension in 2012 Assisted living apartments: 2015. | ||
| • TYPE OF CONTRACT: | New long-term leasehold agreement of the 'triple net' type (renewable and annually indexable) with a duration of at least 20 years | ||
| • FAIR VALUE | Approximately €16.4 million | ||
| • FINANCING: | Through a successful contribution in kind of the property into the capital of Care Property Invest, within the framework of the authorised capital. As a result of this contribution which led to a capital increase (including share premium) of €16,364,580, 609,092 new Care Property Invest shares were issued at an issue price of €26.87 per share. |
The outbreak of the coronavirus in early 2020 and the results of the measures taken to contain the virus, could impact our financial performance of 2020 and the measurement of certain assets and liabilities. Accordingly, we may thus possibly need to record material adjustments in our accounts during 2020. Based on the facts known as of today, we have currently no knowledge of financial impacts on the 2019 financial statements.
Care Property Invest actively pursues the development of a balanced and profitable real estate portfolio and investigates investment opportunities that are fully in line with the Company's strategy, both in Belgium, The Netherlands and in other key geographic markets within the EEA.
For more information on these projects see item '2.1. Important events during the 2019 financial year' on page 8.
The board of directors is also constantly examining various investment and financing possibilities in order to realise its activities.
| Amounts shown in euro. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| INVESTMENT PROPERTIES | 357,245,669.51 | 271,431,222.33 |
| Investment properties | 357,245,669.51 | 271,431,222.33 |
| LEASING ACTIVITIES (PROJECTS MADE AVAILABLE THROUGH LONG LEASES) |
198,937,232.93 | 186,402,174.22 |
| Finance lease receivables | 183,842,687.89 | 173,160,837.65 |
On 31 December 2019, Care Property Invest has 110 effectively acquired projects in portfolio, of which 7 projects are under development.
The increase of the 'finance lease receivables' from €173,160,837.65 to € 183,842,687.89 is due to the inclusion of the 'De Nieuwe Ceder' project in Deinze, completed on 27 September 2019, as a finance lease (IFRS 16). Contrary to the projects in the initial portfolio, the projects in the new portfolio, i.e. 'Hof Driane' in Herenthout, 'Residentie De Anjers' in Herenthout, 'Hof ter Moere' in Moerbeke and 'De Nieuwe Ceder' in Deinze, the canon consists not only of a revenue but also of a repayment of the investment value, as a result of which the amount of the receivable will gradually decrease over the period of the leasehold agreement.
(1) On 31 December 2019, the finance lease 'Assistentiewoningen De Stille Meers' in Middelkerke is still under development.
| Number of shares on 31 December | 2019 | 2018 |
|---|---|---|
| Total number of shares | 20,394,746 | 19,322,845 |
| of which: | ||
| - number of ordinary shares | 20,389,088 | 19,322,845 |
| - number of own shares | 5,658 | 0 |
| Value of shares on 31 December | 2018 | 2017 |
| Stock price on cut-off date | €29.50 | €20.20 |
| Highest closing share price of this period | €29.90 | €20.30 |
| Lowest closing stock price of this period | €19.90 | €17.80 |
| Average share price | €24.96 | €18.98 |
| Market capitalisation | €601,645,007 | €390,321,469 |
| Net value per share | €13.06 | €11.92 |
| Premium compared to the net fair value | 125.87% | 69.40% |
| EPRA NAV | €18.47 | €16.50 |
| Premium compared to the EPRA NAV | 59.68% | 22.41% |
| Free float | 99.97% | 100.00% |
| Average daily volume | 18,551 | 9,664 |
| Turnover rate | 23.67% | 12.80% |
| Dividend per share | ||
| Gross dividend per share (1) | €0.77 | €0.72 |
| Net dividend per share | €0.654 | €0.612 |
| Applicable withholding tax rate | 15.00% | 15.00% |
| Gross dividend per share compared to the share price | 2.61% | 3.56% |
| Pay out ratio (on statutory level) | 98.60% | 115.89% |
| Pay out ratio (on consolidated level) | 83.94% | 83.54% |
(1) Subject to the approval of the general meeting of shareholders on 27 May 2020
For the 2019 financial year, the Company will propose a gross dividend of €0.77 per share. This represents a net dividend of €0,65 per share and an increase of 7%
COMPARISON STOCK PRICE SHARES
Evolution share price (in %)
Average number of shares traded per day
| Share price per share (in €) |
|---|
| Net value per share (in €) |
| EPRA NAV per share (in €) |
(1) Strong increase liquidity of share by:
-Capital increase in kind (3 April 2019 - 'La Résidence du Lac' project in Genval). Number of shares increased from 19,322,845 on 31 December 2018 to 20,086,876 shares.
-Optional dividend (29 May 2019). Number of shares further increased to 20,394,746 shares (including 5,658 treasury shares).
(2) Strong increase in market capitalisation as from 15 January 2020 as a result of the capital increase in kind through the purchase of the residential care centres with assisted living apartments 'La Reposée' and 'New Beaugency', in Mons and Bernissart. To this end, 1,250,376 new shares were issued. As a result, the number of shares increased to 21,645,122, including 878 treasury shares. The number of treasury shares fell by 4,780 due to a distribution on 13 January 2020 under the long-term incentive plan.
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| I. Rental income (+) |
29,481,755.26 | 25,236,782.83 |
| NET RENTAL RESULT | 29,481,755.26 | 25,236,782.83 |
| REAL ESTATE OPERATING RESULT | 29,481,755.26 | 25,236,782.83 |
| XIV. General expenses of the Company (-) |
-4,929,433.42 | -3,907,848.62 |
| XV. Other operating income and expenses (+/-) |
1,618,429.80 | 86,705.90 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO | 26,170,751.64 | 21,415,640.11 |
| XVIII. Changes in fair value of real estate investments (+/-) | 10,129,699.75 | 3,727,705.52 |
| XIX. Other results on portfolio (+/-) |
-274,558.63 | 2,645,270.81 |
| OPERATING RESULT | 36,025,892.76 | 27,788,616.44 |
| XX. Financial income (+) |
20,693.44 | 368.01 |
| XXI. Net interest expense (-) |
-6,205,674.70 | -5,713,031.51(1) |
| XXII. Other financial costs (-) | -244,039.87 | -118,152.31(1) |
| XXIII. Changes in fair value of financial assets/liabilities (+/-) | -3,061,553.02 | -142,219.64 |
| FINANCIAL RESULT | -9,490,574.15 | -5,973,035.45 |
| RESULT BEFORE TAXES | 26,535,318.61 | 21,815,580.99 |
| XXIV. Corporation tax (-) | -165,748.40 | -396,961.64 |
| XXV. Exit tax (-) |
589,882.37 | 1,582,959.14 |
| TAXES | 424,133.97 | 1,185,997.50 |
| NET RESULT ( group share) | 26,959,452.58 | 23,001,578.49 |
| Other elements of the global result | 0.00 | 0.00 |
| GLOBAL RESULT | 26,959,452.58 | 23,001,578.49 |
(1) As a result of a reclassification between the net interest expense and the other financial costs, the figures as at 31 December 2018 have also been adjusted to allow for correct comparability.
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| NET RESULT / GLOBAL RESULT | 26,959,452.58 | 23,001,578.49 |
| net result per share based on weighted average shares outstanding | 1.3222 | 1.1904 |
| gross yield compared to the initial issuing price in 1996 | 22.22% | 20.01% |
| gross yield compared to stock market price on closing date | 4.48% | 5.89% |
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| NET RESULT/ GLOBAL RESULT | 26,959,452.58 | 23,001,578.49 |
| NON-CASH ELEMENTS INCLUDED IN THE NET RESULT | -8,256,200.83 | -6,347,333.75 |
| depreciation, impairments and reversals of impairments | 180,949.55 | 146,329.06 |
| variations in fair value of investment properties | -10,129,699.75 | -3,727,705.52 |
| variations in fair value of authorised hedging instruments | 3,061,553.02 | 142,219.64 |
| projects' profit or loss margin attributed to the period | -1,644,083.47 | -264,884.93 |
| provisions | 521.19 | 1,978.81 |
| other results on portfolio | 274,558.63 | -2,645,270.81 |
| ADJUSTED EPRA EARNINGS | 18,703,251.75 | 16,654,244.74 |
| Adjusted EPRA earnings per share, based on the weighted average number of outstanding shares |
0.9173 | 0.8619 |
| gross yield compared to the issue price | 15.42% | 14.49% |
| gross yield compared to stock market price on closing date | 3.11% | 4.27% |
The weighted average number of outstanding shares was 19,322,845 as at 31 December 2018 and increased to 20,394,746 shares as at 31 December 2019. The increase is on the one hand the result of the contribution in kind of the company Immo du Lac on 3 April 2019 which led to a capital increase (including share premium) of €16,372,079.85 and for which 764,031 new Care Property Invest shares were issued, and on the other hand the optional dividend which led to the issue of 307,870 new Care Property Invest shares on 26 June 2019. This total number of shares has to be reduced by the 5,658 own shares held by the Company as at 31 December 2019 as a result of the repurchase of own shares in April and December to meet its remuneration obligation (Share Purchase Plan and Share Purchase Plan bis).
As a result of the contribution in kind of Mons and Bernissart on 15 January 2019, 1,250,376 new shares were issued, bringing the total number of shares to 21,645,122. This led to an increase of €7,439,112.02 in the item capital and €26,154,931.98 in the item share premium.
The gross return is calculated in table '5.2 Net result per share on a consolidated basis' by dividing the net result per share by the initial issue price in 1996 (i.e. €5.9495) on the one hand and the market value on the closing date on the other hand. In table '5.3 Components of the net result', the gross yield is calculated by dividing the adjusted EPRA earnings per share by the initial issue price in 1996 (i.e. €5.9495), on the one hand, and the market capitalisation on the closing date, on the other. The share price was €29.50 on 31 December 2019 and €20.20 on 31 December 2018.
Amounts shown in euros.
| Financial year closed on 31 December | 2018 | 2017 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 23,001,578.49 | 14,287,714.30 |
| net result per share based on weighted average shares outstanding | 1.1904 | 0.9040 |
| gross yield compared to the initial issuing price in 1996 | 20.01% | 15.19% |
| gross yield compared to stock market price on closing date | 5.89% | 4.87% |
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2018 | 2017 |
| NET RESULT/ GLOBAL RESULT | 23,001,578.49 | 14,287,714.30 |
| NON-CASH ELEMENTS INCLUDED IN THE NET RESULT | -6,347,333.75 | -2,482,852.33 |
| depreciation, impairments and reversals of impairments | 146,329.06 | 104,473.89 |
| variations in fair value of investment properties | -3,727,705.52 | -457,476.20 |
| variations in fair value of authorised hedging instruments | 142,219.64 | -2,049,040.70 |
| projects' profit or loss margin attributed to the period | -264,884.93 | -1,098,287.14 |
| provisions | 1,978.81 | 0.00 |
| other results on portfolio | -2,645,270.81 | 1,017,477.82 |
| NET RESULT IFRS | 16,654,244.74 | 11,804,861.97 |
| net result IFRS per share, based on the weighted average number of outstanding shares |
€0.8619 | €0.7469 |
| gross yield compared to the issue price | 14.49% | 12.55% |
| gross yield compared to stock market price on closing date | 4.27% | 4.03% |
The weighted average outstanding shares amounted to 15,805,323 as at 31 December 2017 and increased to 19,322,845 shares as at 31 December 2018, due to the fact that the newly issued shares following the capital increase on 27 October 2017 are fully entitled to dividends for this financial year. The initial issue price in 1996 amounted to €5,949,44 (or €5.9495 after the share split of 24 March 2014 based on 1/1,000), The share price was €20.20 as at 31 December 2018 and €18.56 as at 31 December 2017.
The gross yield is calculated in the table '5.2 Net result per share on a consolidated basis' by dividing the net result per share by the initial issue price in 1996 on the one hand and the share price on closing date on the other hand. In table '5.3 Components of the net result' the gross yield is calculated by dividing the net result IFRS per share by the initial issue price in 1996 on the one hand and the share price on the closing date on the other hand. There are no instruments with a potentially dilutive effect on the net result or net result IFRS per share.
On 16 May 2018, the extraordinary general meeting decided to abolish the status of special shares and to convert these special shares into ordinary shares, with the same rights as ordinary shares. Since then, the capital of Care Property Invest has been represented by 19,322,845 ordinary shares. The 150,000 new ordinary shares have been negotiable since 27 June 2018 under the same ISIN code as the other shares of Care Property Invest.
On 31 December 2018 they were all nominative.
The Company's operating result increased by 29.64% compared to 31 December 2018.
Rental income as at 31 December 2019 increased by 16.82% compared to the same period last year. The increase in rental income from investment properties was caused, besides indexation, by the additional rental income following the acquisition of new investment properties during 2019. The acquired investment properties in the last quarter of 2018 also contribute to the increased rental income in 2019.
The increase in income from financial leases can be explained, in addition to indexation, by the completion of the 'De Nieuwe Ceder' project in Deinze. The delivery of the 'Hof Driane' project in Herenthout and the acquisition of the 'Residentie de Anjers' project in Balen in 2018 also resulted in additional rental income in 2019.
General operating expenses increased by €1,021,584.80 compared to 31 December 2018. The latter is mainly explained by an increase in the Company's number of employees, which grew on average from 8.2 FTEs as at 31 December 2018 to 12.4 FTEs as at 31 December 2019, as well as an increase in the remuneration of the directors.
Other operating income and expenses have risen from €86,705.90 as at 31 December 2018 to €1,618,429.80 as at 31 December 2019, mainly as a result of the completion of the 'De Nieuwe Ceder' project in Deinze.
These are mainly costs and revenues that are corrected as non-cash elements for the calculation of the adjusted EPRA earnings. The largest operating expenses related to the projects concerns the construction costs of €11,360,908.86, which are activated through the item 'other operating income'. In addition, the 'other operating income' item also includes the profit and loss margin on projects.
The variations in the fair value of investment properties amount to € 10,129,699.75. The increase can largely be attributed to the variations in the fair value of the acquisitions and new project developments in 2019 as well as the tightening of the return on healthcare real estate in the investment market. Again, these are unrealised variations that are corrected in the adjusted EPRA earnings.
Interest expenses increased due to the acquisition of existing loans from newly acquired subsidiaries and the raising of borrowed funds to finance the acquisitions that took place in 2019. As at 31 December 2019 this resulted in a weighted average interest rate of 2.35%. This is a significant decrease compared to the weighted average interest rate of 2.9% as at 31 December 2018. The Company had €105.6 million outstanding commercial paper as at 31 December 2019.
The financial result was negatively influenced by the inclusion of the fair value of the financial instruments concluded. Due to a change in interest rates and the conclusion of 6 additional IRS's, despite the further expiry of the term of existing financial instruments, a negative value of €- 3,061,553.02 was obtained as at 31 December 2019. As a result, the total impact to date amounts to €-22,617,735.97 compared to €-19,556,182.94 as at 31 December 2018.
The variation in fair value of financial assets and liabilities is a non-cash element and is therefore not taken into account for the calculation of the distributable result, i.e. the adjusted EPRA earnings.
The amount of taxes as at 31 December includes the estimated and prepaid corporate income taxes as well as the modification of the calculated exit tax of the subsidiaries. The positive balance of the exit tax is the result of the modification of the exit tax rate from 16.995% to 12.75%, which had a total impact of €774,316.77.
The adjusted EPRA earnings on a consolidated basis amounted to €18,703,251.75 on 31 December 2019 compared to €16,654,244.74 on 31 December 2018. This represents an increase of 12.30%. The adjusted EPRA earnings per share increased from €0.86 on 31 December 2018 to €0.92 on 31 December 2019.
| Amounts shown in euros. | |||
|---|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 | |
| ASSETS | |||
| I. | NON-CURRENT ASSETS | 566,900,062.25 | 467,278,472.23 |
| B. Intangible assets | 174,260.30 | 145,478.62 | |
| C. Investment properties | 357,245,669.51 | 271,431,222.33 | |
| D. Other tangible fixed assets | 9,909,596.03 | 9,124,239.06 | |
| E. Financial fixed assets | 633,303.48 | 175,358.00 | |
| F. Finance lease receivables | 183,842,687.89 | 173,160,837.65 | |
| G. Trade receivables and other non-current assets | 15,094,545.04 | 13,241,336.57 | |
| II | CURRENT ASSETS | 5,978,297.14 | 6,358,789.69 |
| D. Trade receivables | 840,992.87 | 962,811.01 | |
| E. Tax receivables and other current assets | 1,445,296.18 | 2,492,129.75 | |
| F. Cash and cash equivalents | 3,347,195.27 | 2,746,139.42 | |
| G. Deferrals and accruals | 344,812.82 | 157,709.51 | |
| TOTAL ASSETS | 572,878,359.39 | 473,637,261.92 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 266,291,362.49 | 230,411,202.13 | |
| A. Capital | 121,338,541.35 | 114,961,266.36 | |
| B. Share premium | 104,174,862.03 | 87,551,065.26 | |
| C. Reserves | 14,258,126.53 | 4,897,292.03 | |
| D. Net result for the financial year (1) | 26,519,832.58 | 23,001,578.48 | |
| LIABILITIES | 306,586,996.91 | 243,226,059.79 | |
| I. Non-current liabilities | 189,841,523.09 | 170,794,880.37 | |
| A. Provisions | 2,500.00 | 1,978.81 | |
| B. Non-current financial debts | 164,999,835.40 | 144,726,760.10 | |
| C. Other non-current financial liabilities | 23,075,068.83 | 19,556,182.94(2) | |
| E. Other non-current liabilities | 1,764,118.86 | 338,555.63(2) |
(1) The difference between the net result for the financial year as shown in the consolidated balance sheet and the net result as shown in the consolidated global result statement relates to the result as at 31 December 2018 of the Dutch subsidiaries Care Property Invest.NL B.V. and Care Property Invest.NL2 B.V., which have an extended financial year until 31 December 2019. Therefore, the result can only be allocated after the general meeting in 2020.
F. Deferred taxation 0.00 6,171,402.89 II. Current liabilities 116,745,473.82 72,431,179.42 B. Current financial liabilities 108,885,077.87 67,022,936.27 D. Trade paybles and other current liabilities 4,201,363.49 4,092,270.18 E. Other current liabilities 2,477,768.68 250,000.00 F. Deferrals and accruals 1,181,263.78 1,065,972.97 TOTAL EQUITY + LIABILITIES 572,878,359.39 473,637,261.92
(2) As a result of a reclassification of the rights in rem from 'other non-current financial debts' to 'other non-current liabilities', the figures as at 31 December 2018 have been adjusted in order to allow a correct comparability.
The Company's property portfolio increased by €85,814,447.18 in 2019 as a result of the acquisition of the investment properties, being the 'Huyse Elckerlyc' project in Riemst (Belgium), the project 'La Résidence du Lac' in Genval (Belgium), the project 'Villa Sijthof' in Wassenaar (The Netherlands) , the project 'De Gouden Leeuw' in Laag-Keppel (The Netherlands), the project 'De Gouden Leeuw' in Zelhem (The Netherlands) and the developments, being the project 'Margaritha Maria Kerk' in Tilburg (The Netherlands), the project 'Sterrenwacht' in Middelburg (The Netherlands), the project 'Villa Wulperhorst' in Zeist (The Netherlands), the project 'Sint Josephkerk' in Hillegom (The Netherlands) and the project 'De Gouden Leeuw' in Zutphen (The Netherlands). The increase is also explained by the further development of the projects 'Nuance' in Vorst (Belgium) and 'De Orangerie' in Nijmegen (The Netherlands).
The 10 new projects in Belgium and The Netherlands together have a fair value of €67,271,280.02. The investment properties already in the portfolio as at 31 December 2018 increased in value to €289,974,389.19, including €23,194,320.58 for the development projects in Vorst and Nijmegen.
The property expert confirms the fair value of the property portfolio for a total amount of €355.56 million (excluding €1.7 million in rights in rem). The fair value is equal to the investment value (or the registered value including all acquisition costs) from which the transaction duties were deducted for an amount of 2.5% for the real estate in Belgium and 6.5% for the real estate in The Netherlands.
As at 31 December 2019, this item contains €2,031,766 in 'tangible fixed assets for own use' and €7,877,830.03 in 'finance lease receivables' relating to projects in progress. For the project in Middelkerke, this section also includes €694,875 in added value.
The item Finance lease receivables includes all final building rights fees that were due for repayment within the context of the building rights contracts for the 76 projects in the initial property portfolio and for the projects 'Hof ter Moere' in Moerbeke, 'Hof Driane' in Herenthout, 'Residentie De Anjers' in Balen and the project 'De Nieuwe Ceder' in Deinze.
The increase in the 'finance lease receivables' is mainly explained by the completion of the 'De Nieuwe Ceder' project in Deinze, for an amount of €11,427,372.32.
Unlike the projects in the initial portfolio, the canon in the Moerbeke, Herenthout, Balen and Deinze projects consists not only of a revenue component, but also of a repayment of the investment value, as a result of which the amount of the receivable will gradually decrease over the term of the leasehold agreement. The fair value of the finance leases amounted to €286,714,450.35 on 31 December 2019.
The difference between the nominal value of the building lease payments (included under the heading 'finance lease receivables') and the fair value, which at the time of making available is calculated by discounting future cash flows, is included under 'trade receivables' and is depreciated on an annual basis.
The increase in trade receivables related to the projects included in the 'Finance lease receivables' is mainly explained by the completion of the 'De Nieuwe Ceder' project in Deinze.
The Company has an MTN programme at Belfius amounting to €140 million with dealers Belfius and KBC. The Company has set up the necessary backup lines for this purpose. As at 31 December 2019, the amount already drawn amounts to €105.6 million in commercial paper and €19.5 million in bonds, being 2 bonds of €5 million each with an initial term of 6 and 7 years, a bond of €7.5 million with an initial term of 11 years, a bond of €1.5 million for an initial term of 8 years and a bond of €0.5 million with an initial term of 11 years.
| Financial year closed on 31 December | 2019 | 2018 |
|---|---|---|
| average remaining term of financial debts | 6.77 years | 9.18 years |
| nominal amount of current and long-term financial debts | 273,884,913.27 | 211,749,696.37 |
| weighted average interest rate (1) | 2.35% | 2.90% |
| nominal amount of derivative instruments | 92,265,801.65 | 56,733,791.59 |
| fair value of the hedging instruments | -22,617,735.95 | -19,556,182.94 |
| financial debts movement | 62,135,216.90 | 81,546,438.78 |
(1) The weighted average interest rate refers to interest rates after conversion of variable interest rates to fixed interest rates through swaps.
The Company expects that the weighted average interest rate will further decrease during the financial year 2020 as the Company incurs new debts to finance additional investments. The Company has provided the necessary room for manoeuvre in view of its debt ratio.
The debt ratio, calculated in accordance with Article 13, §1, 2° of the RREC Decree, was 49.32% on 31 December 2019. The available margin for further investments and completion of the developments already acquired before reaching a debt ratio of 55% amounts to €72.25 million on 31 December 2019.
The other non-current liabilities increase compared to 31 December 2018 to an amount of €1,764,118.86 and relate to the debt relating to the right in rem of the projects 'La Résidence du Lac' in Genval, 'Residentie De Anjers' in Balen and 'Villa Wulperhorst' in Zeist, which are included in the balance sheet in accordance with IFRS 16.
The other current liabilities also increase with respect to 31 December 2018 to an amount of €2,477,768.68 and relate to short-term liabilities with respect to development projects.
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| Intangible assets | 174,260.30 | 145,478.62 |
| Investment properties | 357,245,669.51 | 271,431,222.33 |
| Finance lease receivables and trade receivables | 286,714,450.35 | 249,138,429.41 |
| Other assets included in the debt ratio | 13,174,001.38 | 12,912,247.33 |
| Other assets: Cash and cash equivalents | 3,347,195.27 | 2,746,139.42 |
| TOTAL ASSETS | 660,655,576.81 | 536,373,517.11 |
| Equity | 354,068,579.91 | 293,147,457.32 |
| Debts and liabilities included in the debt ratio (2) | 282,328,164.30 | 216,430,522.19 |
| Other liabilities | 24,258,832.60 | 26,795,537.60 |
| TOTAL EQUITY AND LIABILITIES | 660,655,576.81 | 536,373,517.12 |
| DEBT RATIO | 42.73% | 40.35% |
(1) This balance sheet has not been prepared in accordance with IFRS standards.
(2) The following debts and liabilities are not included in the calculation of the debt ratio: provisions, authorised hedging instruments, deferred taxes and accrued charges and deferred income.
| Amounts shown in euros. | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| total assets | 572,878,359.39 | 473,637,261.92 |
| liabilities | -306,586,996.91 | -243,226,059.79 |
| NET ASSETS | 266,291,362.48 | 230,411,202.13 |
| net value per share (1) | €13.06 | €11.92 |
| total assets | 572,878,359.39 | 473,637,261.92 |
| current and long-term liabilities (excluding 'authorised hedging instruments' item) |
-283,969,260.96 | -223,669,876.85 |
| NET ASSETS, EXCLUDING 'AUTHORISED HEDGING | 288,909,098.43 | 249,967,385.07 |
| INSTRUMENTS' | ||
| Net value per share, excluding the 'authorised hedging instruments' column |
€14.17 | €12.94 |
| total assets including the calculated fair value of finance lease receivables |
660,655,576.81 | 536,373,517.11 |
| current and long-term liabilities (excluding 'authorised hedging instruments' and 'deferred taxes' item) |
-283,969,260.96 | -217,498,473.96 |
| NET ASSETS EXCLUDING 'AUTHORISED HEDGING INSTRUMENTS' AND 'DEFERRED TAXES' AND INCLUDING THE 'FAIR VALUE OF LEASE RECEIVABLES ' EPRA NAV |
376,686,315.85 | 318,875,043.15 |
(1) In accordance with the RREC Act, the net value per share is calculated on the basis of the total number of shares less own shares. On 31 December 2019, the Company held 5,658 own shares.
With a joint real estate portfolio that exceeds the mark of €450 billion(1), more than 275 EPRA members (companies, investors and their suppliers) represent the core of the European listed real estate. The purpose of this non profit organisation is to promote the European (listed) real estate and its role in society. Its members are listed companies and join forces to improve accounting guidelines, the supply of information and corporate governance within the European real estate sector. Furthermore EPRA provides high-quality information to investors and publishes standards for financial reporting which from the annual financial report of the financial year 2016 on were included in the half-yearly and annual financial reports of Care Property Invest(2).
Care Property Invest's efforts in the financial year 2018 to apply the EPRA standards as completely as possible in its yearly and half-yearly financial reports have been rewarded for the third time in September 2019 with an EPRA BPR Gold Award at the annual EPRA conference. The Company is committed to continually improve the transparency and quality of the financial reporting and also wants to earn this recognition in the coming financial years.
The EPRA index is used worldwide as a benchmark and is the most used investment index to compare performances of listed real estate companies and REITS. As at 31 December 2019, the index was composed based on a group of 102 companies with a combined market capitalisation of more than €327 billion (full market capitalisation). The Company has the ambition to become a member of this index and expects to meet the liquidity conditions within the foreseeable future. Currently, the Company is still in dialogue with the EPRA organisation with regard to the other conditions to be included in the EPRA index. 2 liquidity providers have been appointed in order to bring the liquidity up to the required level. In addition to the quantitative conditions, qualitative conditions that are solely assessed by the index committee of the EPRA organisation also apply. The Company is of the opinion that based on the analysis of its contracts it belongs in this index. Nevertheless, the Company was not included in the index by the index committee on 5 March 2020.
In November 2016 the board of directors of the European Public Real Estate Association (EPRA) published an update of the report 'EPRA Reporting: Best Practices Recommendations' ('EPRA Best Practices'). The report is available on the EPRA website (www.epra.com). This report contains recommendations for the most important indicators of the financial performance of listed real estate companies. Care Property Invest supports the current tendency to standardise reporting in view of higher quality and comparability of information and provides the investors with the majority of the indicators recommended by EPRA.
(1) Exclusively in European real estate
(2) See chapter 'VII. Epra in the Annual Financial Report 2018 from page 152, in the Annual Financial Report 2017 from page 100 and in the Annual Financial Report 2016 from page 96.
The EPRA indicators below are considered to be the Company's APMs, which are recommended by the European Association of listed real estate companies (EPRA) and which have been drawn up in accordance with the APM guidelines issued by ESMA. For the objective and definition of these indicators, we refer further in this press release to '6.3. Definitions and objectives of the EPRA indicators' on page 40.
| Period closed on 31 December | 2019 | 2018 | |
|---|---|---|---|
| EPRA Earnings Earnings from operational activities. |
x 1,000 | 19,891 | 19,416 |
| €/share | 0.98 | 1.00 | |
| Adjusted EPRA Earnings Earnings from operational activities corrected with company-specific non-cash |
18,703 | 16,654 | |
| items (being finance leases - profit or loss margin attributable to the period, depreciations, provisions and other portfolio result). |
€/share | 0.92 | 0.86 |
| EPRA NAV Net Asset Value (NAV) adjusted to include the investment properties at their fair |
x 1,000 | 376,686 | 318,875 |
| value and to exclude certain items not expected to crystallise in a long-term investment property business model. |
€/share | 18.47 | 16.50 |
| EPRA NNNAV | x 1,000 | 325,018 | 268,376 (2) |
| EPRA NAV adjusted to include the fair value of (i) financial instruments. (ii) debt and (iii) deferred taxes. |
€/share | 15.94 | 13.89 (2) |
| EPRA Net Initial Yield (NIY) Annualised gross rental income based on current rents ('passing rents') at the closing date of the annual accounts, excluding property charges, divided by the market value of the portfolio and increased by the estimated transfer rights and costs in the event of hypothetical disposal of investment properties. |
% | 5.15% | 5.28% (2) |
| EPRA 'topped up' NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods and other incentives. |
% | 5.20% | 5.28% (2) |
| EPRA vacancy rate (1) Estimated Rental Value (ERV) of vacant space divided by the ERV of the total portfolio. |
% | 0.00% | 0.00% |
| EPRA cost ratio (incl. costs of direct vacancy) Administrative/operating costs including the direct costs of the vacant buildings divided by the gross rental income. |
% | 11.08% | 14.99% (2) |
| EPRA cost ratio (excl. costs of direct vacancy) Administrative/operating costs less the direct costs of the vacant buildings, |
% | 11.08% | 14.99% (2) |
divided by the gross rental income.
The information in this chapter is not compulsory according to the RREC legislation and is not subject to review by the FSMA. The statutory auditor has verified for the EPRA indicators relating to 2019, by means of a limited review, that these data have been calculated in accordance with the definitions of the EPRA Best Practices Recommendations Guidelines and that the financial data used correspond to the figures included in the audited consolidated financial statements.
(1) Care Property Invest only runs a vacancy risk for the Tilia project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. On 31 December 2019, there is no vacancy for the 'Tilia' project.
(2) Due to changes in the calculation method of these indicators, the comparative figures of 2018 have been adjusted to allow for correct comparability.
| (x €1.000) | |||
|---|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 | |
| Net Earnings as mentioned in the financial statement | 26,959 | 23,002 | |
| Adjustments to calculate EPRA Earnings: | -7,068 | -3,585 | |
| (i) | Changes in fair value of investment properties and assets held for sale |
-10,130 | -3,728 |
| (ii) | Profits or losses on disposal of investment properties. | 0 | 0 |
| (iii) | Profits or losses on sales of assets held for sale. | 0 | 0 |
| (iv) | Tax on profits or losses on disposals. | 0 | 0 |
| (v) | Negative goodwill / goodwill impairment. | 0 | 0 |
| (vi) | Changes in fair value of financial assets and liabilities (IAS 39) and associated close-out costs. |
3,062 | 142 |
| (vii) | Acquisition costs and interests on share deals and joint ventures (IFRS 3). |
0 | 0 |
| (viii) Deferred taxes in respect of EPRA adjustments. | 0 | 0 | |
| (ix) | EPRA adjustments (i) to (viii) in respect of joint ventures. |
0 | 0 |
| (x) | Minority interests in respect of EPRA adjustments. | 0 | 0 |
| EPRA Earnings | 19,891 | 19,416 | |
| Weighted average outstanding number of shares (1) | 20,389,088 | 19,322,845 | |
| EPRA Earnings per share (in €) | 0.98 | 1.00 |
(1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends.
| (x €1.000) | |||
|---|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 | |
| Net Earnings as mentioned in the financial statement | 26,959 | 23,002 | |
| Adjustments to calculate EPRA Earnings: | -8,256 | -6,347 | |
| (i) | Changes in fair value of investment properties and assets held for sale |
-10,130 | -3,728 |
| (ii) | Profits or losses on disposal of investment properties. | 0 | 0 |
| (iii) | Profits or losses on sales of assets held for sale. | 0 | 0 |
| (iv) | Tax on profits or losses on disposals. | 0 | 0 |
| (v) | Negative goodwill / goodwill impairment. | 0 | 0 |
| (vi) | Changes in fair value of financial assets and liabilities (IAS 39) and associated close-out costs. |
3,062 | 142 |
| (vii) | Acquisition costs and interests on share deals and joint ventures (IFRS 3). |
0 | 0 |
| (viii) Deferred taxes in respect of EPRA adjustments. | 0 | 0 | |
| (ix) | EPRA adjustments (i) to (viii) in respect of joint ventures. |
0 | 0 |
| (x) | Minority interests in respect of EPRA adjustments. | 0 | 0 |
| (xi) | company-specific non-cash elements | -1,188 | -2,762 |
| Adjusted EPRA Earnings | 18,703 | 16,654 | |
| Weighted average outstanding number of shares (1) | 20,389,088 | 19,322,845 | |
| Adjusted EPRA Earnings per share (in €) | 0.92 | 0.86 |
(1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends.
| 6.2.3. RECONCILIATION OF THE EPRA EARNINGS TO ADJUSTED EPRA EARNINGS | (x €1.000) | ||
|---|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 | |
| EPRA Earnings | 19,891.31 | 19,416.09 | |
| Depreciation, amortization. write-downs and reversals of impairments |
180.95 | 146.33 | |
| taxes - deduction from deferred taxes | 0.00 | 0.00 | |
| profit or loss margin projects allocated to the period | -1,644.08 | -264.88 | |
| decrease in trade receivable (profit or loss margin allocated in previous periods) |
0.00 | 0.00 | |
| provisions | 0.52 | 1.98 | |
| other portfolio result | 274.56 | -2,645.27 | |
| Adjusted EPRA earnings | 18,703.25 | 16,654.24 | |
| (in €/ share) | |||
| Financial year closed on 31 December | 2019 | 2018 | |
| EPRA Earnings | 0.9756 | 1.0048 | |
| Depreciation, amortization. write-downs and reversals of impairments |
0.0089 | 0.0076 | |
| taxes - deduction from deferred taxes | 0.0000 | 0.0000 | |
| profit or loss margin projects allocated to the period | -0.0806 | -0.0137 | |
| decrease in trade receivable (profit or loss margin allocated in previous periods) |
0.0000 | 0.0000 | |
| provisions | 0.0000 | 0.0001 | |
| other portfolio result | 0.0135 | -0.1369 | |
| Adjusted EPRA earnings | 0.9173 | 0.8619 | |
| Weighted average number of shares outstanding (1) | 20,389,088.00 | 19,322,845.00 |
(1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends.
(x €1.000)
| Financial year closed on 31 December | 2019 | 2018 |
|---|---|---|
| NAV per the financial statements | 266,291 | 230,411 |
| NAV per share per the financial statements | 13.06 | 11.92 |
| Effect of exercise of options, convertibles and other equity interests. |
0 | 0 |
| Diluted NAV, after the exercise of options, convertibles and other equity interests. |
266,291 | 230,411 |
| To be included: | ||
| (i) Re-evaluation to fair value of investment properties. |
0 | 0 |
| (ii) Re-evaluation to fair value of finance lease receivables. (1) |
87,777 | 62,736 |
| (iii) Re-evaluation to fair value of assets held for sale. | 0 | 0 |
| To be excluded: | ||
| (iv) Fair value of financial instruments. | -22,618 | -19,556 |
| (v.a) Deferred tax. | 0 | -6,171 |
| (v.b) Part of goodwill as a result of deferred tax. | 0 | 0 |
| To be included/ To be excluded: | ||
| Adjustments (i) with respect to (v) respect of joint ventures. | 0 | 0 |
| EPRA NAV | 376,686 | 318,875 |
| Number of shares (2) | 20,389,088 | 19,322,845 |
| EPRA NAV per share (in €) | 18.47 | 16.50 |
(1) The fair value of the 'finance lease receivables" was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| (x €1.000) | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| EPRA NAV | 376,686 | 318,875 |
| To be included: | ||
| (i) Fair value of financial instruments |
-22,618 | -19,556(2) |
| (ii) Fair value of debt |
-29,051 | -24,772(2) |
| (iii) Deferred tax | 0 | -6,171(2) |
| EPRA NNNAV | 325,018 | 268,376 |
| Number of shares (1) | 20,389,088 | 19,322,845 |
| EPRA NNNAV per share ( in €) | 15.94 | 13.89 |
(1) The number of shares is the number of shares on closing date with rights to dividends.
(2) The comparative figures have been adjusted to allow for a reclassification of the leasing debt and to allow for a proper comparability.
| (x €1.000) | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| Investment properties in fair value. | 355,560 | 271,093(2) |
| Finance lease receivables in fair value. (1) | 286,714 | 249,138 |
| Assets held for sale. (+) | 0 | 0 |
| Development projects. (-) | -43,062 | -13,761 |
| Investment properties in exploitation in fair value | 599,212 | 506,470 |
| Allowance for estimated purchasers' rights and costs in case of hypothetical disposal of investment properties. |
8,606 | 6,235 (2) |
| Investment value of investment properties in exploitation | 607,818 | 512,705 (2) |
| Annualised gross rental income. (+) | 31,287 | 27,051 |
| Property charges. (-) | 0 | 0 |
| Annualised net rental income | 31,287 | 27,051 |
| Rental discounts expiring within 12 months and other incentives. (-) |
303 | 0 |
| Topped-up and annualised net rental income | 31,590 | 27,051 |
| EPRA NIY (in %) | 5.15% | 5.28% (2) |
| EPRA TOPPED-UP NIY (in %) | 5.20% | 5.28% (2) |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
(2) Due to changes in the calculation method of these indicators, the comparative figures of 2018 have been adjusted to allow for correct comparability.
| Financial year closed on 31 December | 2019 | 2018 |
|---|---|---|
| Rental area (in m²) | 0 | 0 |
| ERV of vacant surfaces | 0 | 0 |
| ERV of total portfolio | 0 | 0 |
| EPRA rental vacancy ( in %) | 0.00% | 0.00% |
(1) Care Property Invest only runs a vacancy risk for the Tilia project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. On 31 December 2019, there is no vacancy for the 'Tilia' project.
| (x €1.000) | |||||||
|---|---|---|---|---|---|---|---|
| Financial year closed on 31 December |
2018 | 2019 | |||||
| net rental income at current perimeter (2) |
Acquisitions | Sales | In operation |
net rental income for the period |
net rental income at current pe- rimeter (2) |
Evolution of the net rental income at current perimeter |
|
| Belgium | 24,219 | 985 | 0 | 27,833 | 28,818 | 24,578 | 1.48% |
| Investment properties in operation |
9,833 | 965 | 0 | 12,702 | 13,667 | 10,055 | |
| Finance leases | 14,386 | 20 | 0 | 15,131 | 15,151 | 14,523 | |
| The Netherlands | 0 | 384 | 0 | 280 | 664 | 0 | 0.00% |
| Investment properties in operation |
0 | 384 | 0 | 280 | 664 | 0 | |
| Finance leases | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total investment properties and finance leases in operation |
24,219 | 1,369 | 0 | 28,113 | 29,482 | 24,578 | 1.48% |
(1) These are the variations from year to year (indexations, amended rental agreements) of net rental income (including capital repayments and rent reductions), excluding variations due to changes in size (major renovations, acquisitions) that occurred during the year.
(2) Investment properties and finance leases held in operation for 2 consecutive financial years.
| (x €1.000) | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| Administrative/operating expense line per IFRS statement | -3,311 | -3,821 |
| Rental-related charges | 0 | 0 |
| Recovery of property charges | 0 | 0 |
| Rental charges and taxes normally paid by tenants on let properties |
0 | 0 |
| Technical costs | 0 | 0 |
| Commercial costs | 0 | 0 |
| Charges and taxes on unlet properties | 0 | 0 |
| Property management costs | 0 | 0 |
| Other property charges | 0 | 0 |
| Overheads (1) | -4,929 | -3,908 |
| Other operating income and charges | 1,618 | 87 |
| EPRA Costs (including direct vacancy costs) (A) | -3,311 | -3,821 |
| Charges and taxes on unlet properties | 0 | 0 |
| EPRA Costs (excluding direct vacancy costs) (B) | -3,311 | -3,821 |
| Gross Rental Income (C) | 29,893 | 25,492 (1) |
| EPRA Cost Ratio (including direct vacancy costs) (A/C) |
11.08% | 14.99% (1) |
| EPRA Cost Ratio (excluding direct vacancy costs) (B/C) |
11.08% | 14.99% (1) |
| General and capitalised operating expenses | 1,150 | 488 |
(including share of joint ventures)
(1) Due to changes in the calculation method of these indicators, the comparative figures of 2018 have been adjusted to allow for correct comparability.
Care Property Invest capitalises overhead costs and operating expenses that are directly related to the development projects (legal expenses, project management, ...) and acquisitions.
| (x €1.000) | ||
|---|---|---|
| Financial year closed on 31 December | 2019 | 2018 |
| Capitalised investment costs related to the investment properties |
||
| (1) Acquisitions | 28,399 | 31,697(1) |
| (2) Developments | 28,353 | 7,733 |
| (3) Real estate in operation | 13 | -1,062 |
| (4) Other (capitalised interests and project management) | 0 | 0 |
| Total capitalised investment costs investment properties | 56,766 | 38,368 |
| (x €1.000) | ||
| Financial year closed on 31 December | 2019 | 2018 |
| Capitalised investment costs related to the finance leases | ||
| (1) Acquisitions | 10,978 | 13,111 |
| (2) Developments | 784 | 4,079 (1) |
| (3) Real estate in operation | -296 | -90 (1) |
| (4) Other (capitalised interests and project management) | 0 | 0 |
Care Property Invest nv does not own a share in a joint venture
(1) Due to changes in the calculation method of these indicators, the comparative figures of 2018 have been adjusted to allow for correct comparability.
Care Property Invest continues to aim for continuous improvement of its financial transparency.
| EPRA Key Performance Indicators |
Definition | Objective |
|---|---|---|
| EPRA Earnings | Result from operational activities | A key measure of a company's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings. |
| Adjusted EPRA Earnings |
Result from operational activities adjusted by company-specific non-cash items (being finance leases - profit or loss margin attributable to the period, depreciation, provisions and other portfolio result). |
An important measure of a company's underlying operating results and an indication of the extent to which its current dividend payments are supported by its results, taking into account company-specific non-cash elements . |
| EPRA NAV | Net Asset Value (NAV) adjusted to include the investment properties at their fair value and to exclude certain items not expected to crystallise in a long-term investment property business model. |
Net Asset Value (NAV) adjusted to include the investment properties at their fair value and to exclude certain items not expected to crystallise in a long-term investment property business model. |
| EPRA NNNAV | EPRA NAV adjusted to include the fair value of (i) financial instruments, (ii) debt and (iii) deferred taxes. |
Makes adjustments to EPRA NAV to provide stakeholders with the most relevant information on the current fair value of all the assets and liabilities within a real estate company. |
| EPRA Net Initial Yield (NIY) |
Annualised gross rental income based on the passing rents at the closing date, excluding property charges, divided by the market value of the portfolio, increased with estimated transaction costs resulting from the hypothetical disposal of investment properties. |
A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y. |
| EPRA 'topped-up' NIY | This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods and other incentives |
This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y. |
| EPRA Vacancy Rate | Estimated Rental Value (ERV) of vacant space divided by the ERV of the total portfolio. |
A 'pure' (%) measure of investment property space that is vacant, based on ERV. |
| EPRA Cost Ratios (including costs of direct vacancy) |
Administrative/operational expenses, including the direct costs of vacant buildings, divided by the gross rental income, less ground rent costs. |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
| EPRA Cost Ratios (excluding costs of direct vacancy) |
Administrative/operational expenses, less the direct costs of vacant buildings, divided by the gross rental income. |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
At the Ordinary general meeting of the Company on 27 May 2020 the proposal will be made to distribute a total gross dividend for the financial year 2019 of €15,699,597.76 or €0.77 per share (subject to a reduced withholding tax of 15%). Net this amounts to a dividend of €0.65 per share. This proposal corresponds to the forecasts that the Company has communicated in its reporting since the beginning of the financial year.
This represents an increase of 6.94% compared to the dividend paid over the previous financial year. The pay-out ratio is then 98.60% at statutory level and 83.94% at consolidated level, based on the adjusted EPRA earnings.
In accordance with article 13 of the RREC Decree, the minimum dividend payment for the 2019 financial year is €13,127,799.38. In the event of a positive net result for the financial year, this is the minimum amount to be distributed as a remuneration for the capital, i.e. 80% of the corrected result less the decrease in debt levels during the financial year.
| Summary table: | |
|---|---|
| number of shares entitled to dividend | 20,389,088 |
| remuneration of the capital | €15,699,597.76 |
| gross dividend per share (1) | €0.77 |
| gross yield in relation to share price on 31 December 2019 | 2.61% |
| net dividend per share | €0.65 |
| net yield in relation to the share price on 31 December 2019 | 2.22% |
| dividend payment | 29 May 2020 |
(1) Gross dividend after deduction of the 15% withholding tax.
The debt ratio is calculated in accordance with Section 13, paragraph 1, bullet 2 of the GVV-KB (Royal Decree regarding Regulated Real Estate Companies) and amounts to 49.32% as at 31 December 2019. In view of the fact that Care Property Invest's debt ratio does not exceed 50%, it is not subject to mandatory submission of a financial plan as referred to in Section 24 of the RREC Royal Decree.
Based on the balance sheet and the overall statement of income of the 2019 financial year, a forecast was prepared to create an outlook for the subsequent financial years.
Assumptions regarding factors that can be influenced by the members of the Company's administrative, management and supervisory bodies directly:
Based on the aforementioned assumptions, the Company still has sufficient margin to make additional investments before the maximum debt ratio of 65% is exceeded on a consolidated basis. The consolidated debt ratio as calculated in accordance with Section 13 of the GVV-KB amounts to 49.32% as at 31 December 2019. The Company forecasts an increase in the debt ratio during the financial year 2020 based on additional investments and further completion of the projects currently in development.
The board of directors evaluates its liquidity needs in due time and may, in order to prevent the maximum debt ratio from being reached, consider a capital increase, which might include a contribution in kind.
(1) With the exception of the project 'Les Terrasses du Bois' in Watermaal-Bosvoorde, for which a long-term 'double net' agreement was concluded. For this project, the risk of the maintenance costs is incurred by Care Property Invest.
Taking into account the uncertainty of the current economic situation and the impact on Care Property Invest's results, the Company would have no obligation to distribute a compensation for the capital in the event of a negative result. Based on the current contracts, which will on average generate income for another 16.69 years, barring unforeseen circumstances, the Company assumes an increase in the distributable result and the dividend payment for the 2020 financial year. The Company's solvency is supported by the stable value of its real estate assets.
For the 2019 financial year, the Company received a total rental income of approximately €29 million. This represents an increase in rental income of approximately 17% compared to the 2018 financial year (total rental income for the 2018 financial year amounted to approximately €25 million).
The Company expects to receive a rental income of at least €35 million over the 2020 financial year. This results in a adjusted EPRA result per share of minimum €0.93. Care Property Invest intends to pay a gross dividend of at least €0.80 per share for the 2020 financial year. After deduction of the 15% withholding tax rate, this results in a net dividend of €0.68 per share.
This document contains forward-looking statements. Such statements are subject to risks and uncertainties. As a consequence, the actual results may significantly differ from the results that are forecast in this report based on such forward-looking statements.
Key factors that may affect such forecast results include changes in the economic situation, commercial and environmental factors. This statement was prepared under the responsibility of the Company's board of directors in accordance with the instructions of EU regulation n° 2019/980.
The Company's activities are performed in an economic climate that involves risks. In the opinion of the board of directors, the risk factors and uncertainties as described in the Company's 2018 Annual Financial Report, remain valid for the first months of 2020 An update of these risk factors is given in the Annual Financial Report 2019, which will be published on 24 April 2020.
| PUBLICATION ANNUAL FINANCIAL REPORT 2019 | 24 April 2020, before trading hours |
|---|---|
| EX COUPON (NO. 11) | 14 January 2020, before trading hours (1) |
| INTERIM STATEMENT 1ST QUARTER 2020 | 20 May 2020, after trading hours |
| ORDINARY GENERAL MEETING | 27 May 2020, 11 a.m. (at the registered office, Horstebaan 3, 2900 Schoten) |
| PAYMENT OF DIVIDEND | 29 May 2020 |
| HALF-YEARLY FINANCIAL REPORT 2020 | 1 September 2020, after trading hours |
| INTERIM STATEMENT 3RD QUARTER 2020 | 4 November 2020, after trading hours |
(1) Coupon n° 11 entitling the holder to a gross dividend (subject to and after approval by the general meeting of 27 May 2020) for the entire 2019 financial year was detached on 14 January 2020 before trading hours, for the contribution in kind of 2 residential care centres with assisted living apartments 'La Reposée' and 'New Beaugency', located in Mons and Bernissart respectively, into the capital of Care Property Invest within the framework of the authorised capital (see also the press release concerning the 'Mons' and 'Bernissart' projects dated 15 January 2020).
An Alternative Performance Measures (APM) is a financial indicator, historical or forward-looking, of the performance, financial situation or cash flows of a company other than financial indicator defined or described by the applicable accounting standards.In its financial reporting
Care Property Invest uses APMs in its financial communication within the meaning of the guidelines issued by the ESMA (European Securities and Markets Authority) on 5 October 2015. A number of these APMs have been recommended by the European Public Real Estate Association (EPRA) and are discussed in the section '6. EPRA' on page 31 of this press release. The APMs below have been determined by the Company itself in order to provide the reader with a better understanding of its results and performance.
Performance measures established by IFRS standards or by law are not considered as APMs, nor are they measures based on items in the global result statement or the balance sheet.
Definition: This is the operating result before the result on portfolio divided by the net rental result, whereby the operating result before the result on portfolio and the net rental result can be reconciled with global result statement.
Use: This indicator measures the profitability of the Company's leasing activities.
| Financial year closed on 31 December | 2019 | 2018 | |
|---|---|---|---|
| Operating result before portfolio income | = A | 26,170,751.64 | 21,415,640.11 |
| Net rental income | = B | 29,481,755.26 | 25,236,782.83 |
| Operating margin | = A/B | 88.77% | 84.86% |
Definition: This is the financial result excluding changes in fair value of financial assets and liabilities (authorised hedging instruments not subject to hedge accounting as defined under IFRS), the sum of the items 'XX. Financial income', 'XXI. Net interest cost' and 'XXII. Other financial costs' of the global result statement.
Use: This indicator does not take into account the impact of financial assets and liabilities in the global result statement, thus reflecting the result from strategic operating activities.
| Financial year closed on 31 December | 2019 | 2018 | |
|---|---|---|---|
| Financial result | = A | -9,490,574.15 | -5,973,035.45 |
| Changes in fair value of financial assets / liabilities | = B | -3,061,553.02 | -142,219.64 |
| Financial result before changes in fair value of financial assets/liabilities |
= A-B | -6,429,021.13 | -5,830,815.81 |
Definition: This is equity excluding the accumulated reserve for the balance of changes in fair value of authorised hedging instruments (not subject to hedge accounting as defined under IFRS) and the changes in fair value of financial assets and liabilities, where the reserve for the balance of changes in fair value of authorised hedging instruments is included in heading 'C'. Reserves' of the consolidated balance sheet and changes in fair value of financial assets and liabilities can be reconciled with item 'XXIII. Changes in fair value of financial assets/liabilities in the global result statement.
Use: This indicator reflects equity without taking into account the hypothetical market value of the derivative instruments.
| Financial year closed on 31 December | 2019 | 2018 | |
|---|---|---|---|
| Equity | = A | 266,291,362.49 | 230,411,202.13 |
| Reserve for the balance of changes in fair value of authorised hedging instruments |
= B | 19,556,182.94 | 19,413,963.30 |
| Change in fair value of financial assets/liabilities | = C | 3,061,553.01 | 142,219.64 |
| Equity for changes in fair value financial products |
= A-B -C | 243,673,626.52 | 210,855,019.19 |
Definition: This is the operating result before the result on portfolio divided by the interest charges paid, whereby the operating result before the result on portfolio and the interest charges paid can be reconciled with the global result statement.
Use: This indicator measures how many times a company earns its interest charges and gives an indication of the extent to which the operating profit can fall back without the company getting into financial difficulties. In accordance with a covenant at KBC Bank, this value must be at least 2.
| Financial year closed on 31 December | 2019 | 2018 | |
|---|---|---|---|
| Operating result before result on portfolio | = A | 26,170,751.64 | 21,415,640.11 |
| Total amount of interest charges paid | = B | 6,205,674.70 | 5,675,010.50 |
| Interest coverage ratio | = A/B | 4.22 | 3.77 |
Care Property Invest NV is a Public Regulated Real Estate Company (Public SIR/GVV) under Belgian law. Based on a solid organisation, Care Property Invest helps healthcare entrepreneurs to undertake property projects by offering real estate tailored to the end user, that is both qualitative and socially responsible. For its shareholders, Care Property Invest strives for a stable long-term rate of return.
This year, Care Property Invest's share celebrated its 24th anniversary on Euronext Brussels. The share is listed under the name of CPINV and has the following ISIN-Code: BE0974273055. As from December 2016, the share has also been included in the BEL Mid index and the Company has become a member of EPRA. In September 2019, the Company received its third EPRA BPR Gold Award. As of 1 November 2019, the share is also a constituent of the Euronext Next 150 Index.
This press release contains outlooks that may involve risks and uncertainties, including statements regarding Care Property Invest's plans, objectives, targets, expectations and intentions. The Company kindly requests the reader to be aware that such outlooks may involve both known and unknown risks and are subject to key uncertainties in terms of business, economics and competition that Care Property Invest is not able to influence. If one or more of such risks or uncertainties would occur or if the basic assumptions applied would prove incorrect, the eventual results may significantly deviate from the forecast, expected, estimated or extrapolated results. For this reason, Care Property Invest does not accept any liability for the accuracy of such outlooks.
The statutory auditor, EY Bedrijfsrevisoren bv, represented by Mrs Christel Weymeersch and Mr Christophe Boschmans, has confirmed that its audit procedures with respect to the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, have been substantially completed and have not revealed any significant adjustments that would have to be made to the accounting data included in the consolidated financial statements and included in this press release.
For all additional information, please contact:
Chief Executive Officer / Managing Director E [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 459 59 82 67
Chief Financial Officer / member of the management committee E [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 494 91 10 93
Chief Operating Officer /member of the management committee E Valé[email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 499 28 01 43
Horstebaan 3 2900 Schoten T +32 3 222 94 94 F +32 3 222 94 95 E [email protected] www.carepropertyinvest.be
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.