Interim / Quarterly Report • Aug 22, 2018
Interim / Quarterly Report
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| 1 Consolidated key figures consolidated key figures consolidated key figures consolidated key figures consolidated and consolidated key figures consolidated and consolidated and consolidated and consolidat | 5 |
|---|---|
| 2 Notes to the consolidated results for the first half of 2018 | - 9 |
| 3 Transactions and achievements | 15 |
| 4 Orf City Retail on the stock exchange | 21 |
| 5 Property report | 27 |
| 6 Condensed consolidated financial statements for the first half of 2018 | -33 |
| 7 APM - Alternative Performance Measures | 57 |
| 8 Glossary | 61 |
1 Consolidated key figures
Qrf City Retail is a listed Belgian REIT (BE-REIT) specialising in the niche market of retail properties in Belgium and the Netherlands. More specifically, the company focuses on the acquisition, development and leasing of centrally located city premises, within areas known as the "Golden Mile" – inner city streets with major catchment areas. On 30 June 2018, the real estate portfolio consisted of 51 retail properties with a total Fair Value of 281 MEUR. Qrf City Retail has been listed on Euronext Brussels (QRF:BB) since December 2013. On 30 June 2018, the company's market capitalisation was 113 MEUR.
The first half year of 2018 covers the period from 1 January 2018 to 30 June 2018.
| REAL ESTATE PORTFOLIO | 30/06/2018 | 31/12/2017 | |
|---|---|---|---|
| Fair Value of the real estate portfolio1 | (KEUR) | 281,094 | 287,404 |
| Total gross surface area | (m²) | 90,530 | 91,573 |
| Contractual Rents on an annual basis2 | (KEUR) | 15,943 | 16,025 |
| Estimated Rental Value of vacant property | (KEUR) | 712 | 417 |
| Gross portfolio yield3 | 5.67% | 5.58% | |
| Occupancy rate4 | 95.72% | 97.47% |
| BALANCE SHEET | 30/06/2018 | 31/12/2017 | |
|---|---|---|---|
| Shareholders' equity (excl. minority interests) | (KEUR) | 126,798 | 134,710 |
| Debt ratio (under the RREC Act)5 | 54.34% | 52.69% |
| CONSOLIDATED PROFIT-AND-LOSS ACCOUNT | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|
| Net rental income | (KEUR) | 7,756 | 7,205 |
| Operating result before result on the portfolio | (KEUR) | 6,000 | 5,474 |
| Operating margin6 | 77.4% | 76.0% | |
| Portfolio result | (KEUR) | -5,229 | -1,478 |
| Financial result | (KEUR) | -2,244 | -1,299 |
| Taxes | (KEUR) | -119 | -205 |
| Net result (group share) | (KEUR) | -1,587 | 2,492 |
| Adjustment for portfolio result | (KEUR) | 5,229 | 1,478 |
| Adjustment for changes in the Fair Value of the financial assets and liabilities (non-effective interest rate hedging) |
(KEUR) | 636 | -80 |
| EPRA earnings7 | (KEUR) | 4,279 | 3,896 |
1 Fair Value of the real estate portfolio = The investment value as defined by an independent chartered surveyor, from which the transfer costs are deducted. The Fair Value is equivalent to the book value under IFRS.
2 Contractual Rents on an annual basis = The index-adjusted base rental prices as contractually set in the rental contract before the deduction of gratuities or other incentives allowed to the tenant.
3 Gross portfolio yield = (Contractual Rents on an annual basis)/(Fair Value of the real estate portfolio).
4 Occupancy rate = (Contractual Rents on an annual basis)/(Contractual Rents on an annual basis including the Estimated Rental Value of vacant property).
5 Calculated according to the R.D. of 13 July 2014 pursuant to the Regulated Real Estate Companies Act of 12 May 2014.
6 Operating margin = (Operating result before result on the portfolio)/(Net rental income).
7 EPRA earnings = Net result (group share) excluding the portfolio result and changes in the Fair Value of the non-effective interest rate hedges. This term is used in accordance with the Best Practices Recommendations of the EPRA.
| KEY FIGURES PER SHARE | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|
| Total number of shares outstanding at the end of period | 5,665,822 | 5,129,802 | |
| Weighted average number of shares8 | 5,665,822 | 5,129,802 | |
| Net result per share | (EUR) | -0.28 | 0.49 |
| EPRA earnings per share | (EUR) | 0.76 | 0.76 |
| Closing price of the share at the end of period | (EUR) | 20.00 | 24.75 |
| IFRS NAV per share9 (EUR) |
22.38 | 23.32 | |
| Premium/discount to IFRS NAV10 (end of period) | -10.6% | 6.1% | |
| EPRA NAV per share11 | (EUR) | 22.68 | 23.76 |
| Premium/discount to EPRA NAV12 (end of period) | -11.8% | 4.2% |
8 Shares are counted pro-rata temporis from the time of issue. The time of issue differs in this case from the time of profit-sharing.
9 IFRS NAV per share = Net Asset Value per share according to IFRS.
10 Premium/Discount to IFRS NAV = [(Closing price of the share at the end of the period)/(IFRS NAV per share at the end of the period) -1].
11 EPRA NAV per share = Net Asset Value per share according to EPRA Best Practice Recommendations.
12 Premium/Discount to EPRA NAV = [(Closing price of the share at the end of the period)/(EPRA NAV per share at the end of the period) -1].
Notes to the consolidated results for the first half of 2018
| 2.1 RESULTS | ||
|---|---|---|
| 2.2 BALANCE | ||
| 2.3 FINANCIAL STRUCTURE | ||
| 2.3.1 Launch of a commercial paper program Election 2.3.1 Launch of a commercial paper program | 13 | |
| 2.3.2 Contracting of new credit lines and premature restitution of existing credit lines manufacturers and the restitution of existing credit lines |
||
| 2.3.3 Composition of the debts COMPOSITION |
| Ghent | |
|---|---|
| Lange Munt 61-63 | |
| Belgium |
The Net rental income rose by 7.7% from 7.21 MEUR (30 June 2017) to 7.76 MEUR (30 June 2018). This is attributable mainly to the acquisition of additional properties since 30 June 2017 and the full contribution in 2017 of properties that Qrf City Retail purchased in in the first half of 2017.
The operating result before the result on the portfolio rose to 6.00 MEUR in the first half of 2018, up 9.6% over that of the first half of 2017 (5.47 MEUR). The operating margin increased to 77.4%.
The portfolio result for the first half of 2018 amounts to -5.23 MEUR, consisting of:
These negative changes in the Fair Value of the investment properties consist primarily of:
The financial result amounts to -2.24 MEUR for the first half of 2018. The most significant components of the financial results are:
net interest costs, which have risen from -1.35 MEUR in the first half of 2017 to -1.43 MEUR in the first half of 2018. This rise is attributable to an increase in the drawn lines of credit. The Average Cost of Financing1 of Qrf City Retail has dropped to 1.92% in the first half of 2018 (compared to 2.01% in the first half of 2017); and
a negative change in the Fair Value of the financial assets and liabilities of -0.64 MEUR recorded in the profit and loss-account.
The Net result (group share) (IFRS) amounts to -1.59 MEUR, or -0.28 EUR per share.
After adjustment for the portfolio result and the variation in the Fair Value of financial assets and liabilities, Qrf City Retail recorded a rise in the EPRA earnings of 9.8% to 4.28 EUR in the first half of 2018 (compared to 3.90 MEUR in the first half of 2017). The EPRA earnings per share is stable at 0.76 EUR.
1 Average Cost of Financing = (Net interest costs on an annual basis)/(The average amount of outstanding debt).
On 30 June 2018, the Fair Value of the real estate portfolio stood at 281.09 MEUR (compared to 287.40 on 31 December 2017). This drop in the Fair Value of the real estate portfolio of 6.31 MEUR is attributable to the impairment on the properties rented by H&M for a total amount of 6.71 MEUR. This decline in Fair Value has a negative impact on the reserves of Qrf City Retail.
The Gross portfolio yield amounts to 5.67%.
The shareholder's equity (IFRS) (excl. minority interests) fell by 5.9% from 134.71 MEUR on 31 December 2017 to 126.80 MEUR on 30 June 2018.
The IFRS NAV per share drops by 4.0% from 23.32 EUR on 30 June 2017 to 22.38 EUR on 30 June 2018. The EPRA NAV per share drops by 4.6% from 23.76 EUR to 22.68 EUR over the same period.
The Debt ratio rose from 52.69% on 31 December 2017 to 54.34% on 30 June 2018.
In line with the continuous optimization of the composition and cost of its debt financing, Qrf City Retail launched a commercial paper program in the first half of 2018 with Belfius Bank as dealer. Qrf City Retail has issued commercial paper for an amount of 17 MEUR.
Qrf City Retail has contracted new credit lines in the first half of 2018 for a total amount of 45 MEUR with durations of 5 to 8 years. These credit lines will be used, amongst others, to restitute credits with expiry dates in December 2018 for an amount of 25 MEUR. Moreover, Qrf City Retail has prematurely restituted credit lines in the first half of 2018 with expiry dates in December 2019 for an amount of 15 MEUR.
This way, Qrf City Retail succeeds in prolonging the durations of her financial debts and lowering her financing risk.
On 30 June 2018 Qrf City Retail has 151 MEUR financial debts consisting of:
On 30 June 2018. Qrf City Retail disposes over 194 MEUR credit lines. An amount of 60 MEUR of the credit lines is not drawn and available.
The Average Cost of Financing is 1.92% in the first half of 2018 (opposed to 2.01% in the first half of 2017).
"Qrf City Retail can look back with satisfaction to the launch of the commercial paper program and the successful issue of 17 MEUR under that program. Investors showed strong interest. The commercial paper program enables Qrf City Retail to further diversify its financing sources."
– Preben Bruggeman, CFO Qrf City Retail
Graph 5 DUE DATES OF THE DRAWN AND AVAILABLE LINES OF CREDIT ON 30 JUNE 2018 (IN MEUR)
Due dates available credit lines
Due dates Commercial Paper
| 3.1 | ACQUISITIONS, DIVESTMENTS AND OTHER ACTIVITIES 17 | |
|---|---|---|
| 3.1.1 Acquisitions Constitutions 2.1.1 Acquisitions | 17 | |
| 3.1.2 Divestments ______ | 17 | |
| 3.1.3 Redevelopments | 17 | |
| 3.1.4 Conversion of RIGS NV to a GVBF/FIIS/REIF ______ |
17 | |
| 3.1.5 Sponsoring Retailer of the Year Constrainer Section 17 | ||
| 3.1.6 Rental activities Constanting the Constantine Constantine Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting Constanting C | 17 | |
| 3.2 OUTLOOK FOR 2018 | 18 | |
| 3.2.1 Prospects for H&M – most important tenant of Orf City Retail Exercise Contract City Retail |
18 | |
| 3.2.2 Outlook Orf City Retail for 2018 | 19 | |
| 3.2.3 EPRA earnings and dividend for financial year 2018 | 19 |
In the first half of 2018, no acquisitions took place.
On 16 April 2018, Qrf City Retail sold a non-strategic property situated in Sint-Niklaas (Stationsstraat 39) for a net selling price (after deduction of registration fees and other transfer charges) of 675 KEUR. The property was not rented. The net selling price exceeded the last Fair Value estimated by the independent property expert.
Qrf City Retail is also at an advanced stage for the sale of a number of non-strategic properties in the second half of 2018.
In the context of the optimization of its real estate portfolio, Qrf City Retail has submitted an urban permit application for the redevelopment of the Bondgenotenlaan-Bogaardenstraat project in Leuven.
On 30 June 2016, Qrf City Retail acquired 100% of the shares of RIGS NV. The main asset of this company is the retail property in Hasselt (Demerstraat 21-25) rented to H&M and The Sting. On 6 April 2018, the company has been included on the list of specialized investment funds at the FPS Finance. RIGS NV has thus assumed the status of GVBF/FIIS/REIF.
Qrf City Retail is the main sponsor of the "Retailer of the Year award 2018" for the third year in a row. The award for the best Belgian retailer has been conferred since 2006, based on independent consumer research. The search for the successor of Standaard Boekhandel, winner in 2017, started in June 2018. The winners will be announced during the RetailDetail Night on 29 November 2018.
Qrf City Retail wants to do more than invest in and rent out retail properties. It wants to stay in touch with retailers and consumers. The award "Retailer of the Year Belgium" has become a quality mark and the election is for both retailers and Qrf City Retail an excellent way of gaining insight in the needs of the modern consumer through the gathering of qualitative and quantitative knowledge of the retail market.
Within her portfolio of 51 properties, rented to more than a 100 tenants, Qrf City Retail knew to maintain the high level of the Occupancy rate1 during the first half of 2018. On 30 June 2018, the Occupancy rate of the portfolio amounted to 95.72% (compared to 97.47% on 31 December 2017).
1 Occupancy rate = (Contractual Rents on an annual basis)/(Contractual Rents on an annual basis including the Estimated Rental Value of vacant property).
H&M published communication in recent months which shows that the profitability of the Swedish fashion group is under pressure. These developments at H&M have an impact on the real estate portfolio of Qrf City Retail, in which H&M is the most important tenant as at 30 June 2018. H&M rents five Qrf City Retail properties and represents, in total, 16.5% of the Contractual Rents on an annual basis.
In the portfolio of Qrf City Retail, H&M put an early end to its lease for Sint-Niklaas (Stationsstraat 33). This lease agreement represents 1.3% of the Contractual Rents and will expire on 31 August 2018.
Qrf City Retail moreover received a request from H&M to renew the leases for the properties in Hasselt (Demerstraat 21-25)2 and Uccle (Alsembergsesteenweg 767) at conditions which in the view of Qrf City Retail are not market compliant or unclear. In case of disagreement on the conditions of a valid request for the renewal of a commercial lease, the tenant is entitled, pursuant to the Commercial Lease Act, to apply for enforcement of the requested renewal to the competent justice of the peace, albeit at conditions defined by the latter. There is a risk that the conditions defined by the court would lead to a lowering of the rent, which could in turn entail a considerable loss in value for the properties concerned, a part of which is already accounted in the financial statements as at 30 June 2018.
2 Cf. Note 13.1 of chapter 6 "Condensed consolidated financial statements for the first half of 2018" of the Half-year report 2018 regarding a dispute between Qrf City Retail and H&M that relates to a request from H&M for lease renewal for the premises located at Hasselt (Demerstraat 21-25) and Uccle (Alsembergsesteenweg 767).
Retail is one of the most innovative sectors and will continue to undergo major changes in the coming years. The developments in the retail landscape in general constitute a source of uncertainty for Qrf City Retail in the short and medium term. There is little influx of new retailers in the market at the time being, and the risk of vacancy is increasing as a result. This could have a negative impact on the valuation of the real estate portfolio. Qrf City Retail is consequently cautious about its prospects.
Qrf City Retail is at an advanced stage for the sale of a number of non-strategic properties in the second half of 2018. Next to divesting a part of its portfolio, Qrf City Retail wishes to look actively for opportunities in its own portfolio (such as making use of the redevelopment potential) and in the market.
From that perspective, Qrf City Retail sees 2018 as a year of "rebalancing for future growth".
Based on the current portfolio and the available information known today, the company expects EPRA earnings of 1.45 EUR – 1.55 EUR per share for 2018. These EPRA earnings will translate to a gross dividend within the limits of the minimum distribution obligation imposed by the RREC Act3 and the maximum distribution constraint to which Qrf is limited for technical reasons4, with due account of further developments in the second half of 2018.
2 We refer to Article 13 of the Royal Decree on Regulated Real Estate companies which sets out the conditions to be met by a regulated real estate company in order to pay out a dividend. Accordingly, a public regulated real estate company must pay out as remuneration of capital at least 80% of the corrected positive net profit, minus the net drop in the debt burden in the course of the financial year.
4 The Company refers to the importance of Article 617 of the Companies Code which stipulates that no dividend may be paid out if, on the closing date of the last financial year, the net assets, as they appear in the annual financial statements, have dropped or would drop as a result of the dividend payment below the amount of the paid-up capital (or if higher, the called-up capital), plus all reserves which pursuant to the relevant legislation or the articles of association may not be paid out. The distributable equity referred to in Article 617 of the Companies Code, calculated in accordance with Annex C, Chapter 4 of the Royal Decree on Regulated Real Estate Companies, amounted to 3,980 KEUR on 31 December 2017.
| 4.1 THE ORF CITY RETAIL SHARE | 23 |
|---|---|
| 4.2 PRICE DEVELOPMENT OF THE SHARE AND TRADED VOLUME |
|
| 4.3 SHARE OWNERSHIP | 25 |
| 4.4 FINANCIAL CALENDAR 2018-2019 |
The Netherlands Den Bosch Hinthamerstraat 41-45
Qrf City Retail offers private and institutional investors the opportunity to gain access to investing in retail properties in a diversified way without having to worry about managing such investments, which is done by professional teams.
The Qrf City Retail (Euronext Brussel: QRF, ISIN code BE0974272040) has been listed on the continuous market of Euronext Brussels. Qrf City Retail is part of the Bel Small-index.
On 30 June 2018, the total capital of Qrf City Retail amounted to 131.723.955,75 EUR. The capital is represented by 5,665,822 fully paid up ordinary shares. Each of these shares entitles the holder to one vote at the General Meeting of Shareholders. The shares have no nominal value. Neither Qrf City Retail, nor one of its Perimeter Companies hold Qrf City Retail shares.
| 30/06/2018 | 30/06/2017 | |
|---|---|---|
| Number of shares in circulation at the end of the financial year | 5,129,802 | |
| Registered shares | 1,224,836 | 891,535 |
| Dematerialized shares | 4,440,986 | 4,238,267 |
| Market capitalization at the end of the financial year (in EUR) | 113,316,440 | 126,962,600 |
| Free float1 | 82.9% | |
| Share price (in EUR) | ||
| Highest | 24.70 | 26.50 |
| Lowest | 19.70 | 24.57 |
| At the end of the financial year | 20.00 | 24.75 |
| Average | 22.33 | 25.12 |
| Volume (in number of shares) | ||
| Average daily volume | 3,547 | 3,245 |
Graph 1 PRICE DEVELOPMENT OF THE QRF CITY RETAIL SHARE AND TRADED VOLUME
1 Free float = [(Number of shares at the closing of the financial year) – (total number of shares held by parties that have made themselves known by means of a transparency declaration pursuant to the Act of 2 May 2007)]/[number of shares at the closing of the financial year].
On 30 June 2018, Qrf City Retail had 5.665.822 paid up shares. Based on the transparency notices that Qrf City Retail received, the shareholding structure of Qrf City Retail was as follows:
| TOTAL | 5,665,822 | 100.0% |
|---|---|---|
| Free float | 4,496,122 | 79.3% |
| Vanmoerkerke family | 536,020 | 9.5% |
| AXA SA | 633,680 | 11.2% |
| SHARE HOLDERS | SHARES | PERCENTAGE |
| DATE |
|---|
| 14/11/2018 |
| 22/02/2019 |
| 19/04/2019 |
| 08/05/2019 |
| 21/05/2019 |
| 22/05/2019 |
| 23/05/2019 |
| 24/05/2019 |
| 21/08/2019 |
| 13/11/2019 |
For possible changes of the agenda, cf. "financial calendar" on http://investor.qrf.be. Any changes will also be announced by press release.
| 5.1 | DISCUSSION OF THE CONSOLIDATED REAL | |||
|---|---|---|---|---|
| ESTATE PORTFOLIO 29 | ||||
| 5.2 | CONCLUSION OF THE REAL ESTATE EXPERT 32 |
| Hasselt | |
|---|---|
| Demerstraat 21-25 | |
| Belgium |
On 30 June 2018, the consolidated real estate portfolio consisted of 51 sites with a total gross surface area of 90,530 m² and a Fair Value of 281.09 MEUR. The portfolio generates 15.94 MEUR Contractual Rents on an annual basis, of which 14.53 MEUR in Belgium and 1.41 MEUR in the Netherlands.
In terms of Fair Value, the portfolio was situated for 90% in Belgium and 10% in the Netherlands on 30 June 2018.
The Gross rental yield based on the Contractual Rents on an annual basis amounts to 5.67% on 30 June 2018.
As illustrated in the graph below, the spread of the portfolio has evolved from 87,0% inner city real estate on 30 June 2017 to 88,0% on 30 June 2018, expressed as a percentage of the Fair Value. This evolution is due to the consistent implementation of Qrf City Retail's investment strategy.
Graph 1 GEOGRAPHICAL SPREAD OF THE REAL ESTATE PORTFOLIO ON 30 JUNE 2018
As illustrated in the figure below, the clothing sector accounts for 60% of the Contractual Rents on an annual basis, which corresponds to the average street scape where clothing shops take up an sizable portion of the shop windows. This sector is followed by Food (8%) and Beauty & Care (6%).
In the graph below, the Contractual Rents on an annual basis are further broken down according to the main customers of Qrf City Retail. Retailers who are active in the fashion segment take the top positions here. The strong presence of retailers in the fashion segment in Qrf City Retail's customer base arises out of the fact that these retailers are often established at strategic top locations of a city. The prominent presence of these retailers in the customer base therefore reflects the investment strategy of Qrf City Retail.
The most important tenant of Qrf City Retail is Hennes & Mauritz (H&M)1 . H&M represents 16.5% of the Contractual Rents on an annual basis, spread over 5 locations. Second is Galeria Inno, representing 10.4% of the Contractual Rents.
The 10 main tenants of Qrf City Retail account for 50.4% of the Contractual Rents on an annual basis.
1 We refer to Note 13.1 of chapter 6 "Condensed consolidated financial statements for the first half of 2018" of the Half-year report 2018 regarding a dispute between Qrf City Retail and H&M that relates to a request from H&M for lease renewal for the premises located at Hasselt (Demerstraat 21-25) and Uccle (Alsembergsesteenweg 767). On 30 June 2018, the Contractual rent of H&M for these two locations represents 9.4% of the total Contractual Rents. Moreover, H&M has put an early end to its lease for Sint-Niklaas (Stationsstraat 33). This lease agreement, that represents 201 KEUR on 30 June 2018, will expire on 31 August 2018. H&M rents from Qrf City Retail in Aalst (Nieuwstraat 29-33), Sint-Truiden (Luikerstraat 49-51) and Ukkel (Alsembergsesteenweg 767). Considering the pressure on the profitability of H&M and the revaluation of its expansion strategy as evidenced by its financial publications, it cannot be ruled out that H&M will ask for rental discounts at these locations or will terminate its lease agreement. Qrf City Retail is therefore cautious in its prospects regarding its exposure to H&M as its main tenant.
The property portfolio of Qrf City Retail is valued by Cushman & Wakefield.
In light of all remarks, definitions and reserves contained in the valuation report and its annexes, which constitute an integral part thereof, and based on the current values on 30 June 2018, the values of the existing property portfolio are as follows:
Fair Market Value (rounded off), after deduction of transaction costs:
| TOTAL | Belgium | The Netherlands |
|---|---|---|
| 280,260,00 | 252,790,000 | 27,470,000 |
| EUR | EUR* | EUR |
*Exclusive of the minority interest for the Fair Value of 833,571 EUR in Century Center Freehold BVBA. This calculation was obtained from Qrf. Cushman & Wakefield cannot be held responsible for the calculation thereof.
The content of the valuation report was drawn up confidentially for the attention of our client. Consequently, and in accordance with current practice, no responsibility is taken towards another party with regard to the valuation report or any part of its content. For clarity, such approval is required whether or not stating the name of this firm, and whether or not our valuation report is combined with others.
Faithfully yours,
For the part of the property portfolio situated in Belgium
Bastien Van der Auwermeulen Senior Valuer Valuation & Advisory
Fouad Ben Tato Associate Valuation & Advisory
For the part of the property portfolio situated in the Netherlands
Wolbrand van der Vis Valuer Valuation & Advisory
Hans Hinfelaar Partner / Head of retail Valuation & Advisory
| 6.1 | CONDENSED CONSOLIDATED HALF-YEAR RESULTS 35 | |
|---|---|---|
| 6.2 | EARNINGS PER SHARE – GROUP SHARE 36 | |
| 6.3 | CONDENSED CONSOLIDATED BALANCE SHEET 37 | |
| 6.4 | CONSOLIDATED CASH FLOW STATEMENT 38 | |
| 6.5 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 39 | |
| 6.6 | DETAIL OF THE CONSOLIDATED RESERVES 40 | |
| 6.7 | NOTES 41 | |
| 6.8 | AUDITOR'S REPORT 55 |
Antwerp Schuttershofstraat 58 Belgium
| FIGURES IN THOUSANDS EUR | Notes | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|---|
| (+) (+) |
I. Rental income II. Writeback of leased payments sold and discounted |
7,845 0 |
7,298 0 |
|
| (+/-) III. Rental charges | -89 | -93 | ||
| NET RENTAL INCOME | 7,756 | 7,205 | ||
| (+) | IV. Recovery of property charges | 0 | 0 | |
| (+) | V. Recovery of rental charges and taxes normally payable by tenants on let properties VI. Costs payable by the tenants and borne by the owner on the rental damage and |
177 | 39 | |
| (-) | refurbishment | 0 | 0 | |
| (-) | VII. Rental charges and taxes normally payable by tenants on let properties | -262 | -78 | |
| (+/-) VIII. Other rental related income and expenses | 0 | 0 | ||
| PROPERTY RESULT | 3 | 7,672 | 7,166 | |
| (-) | IX. Technical costs | -162 | -118 | |
| (-) | X. Commercial costs | -39 | -86 | |
| (-) | XI. Charges and taxes of unlet properties | -130 | -154 | |
| (-) | XII. Property management costs | -294 | -269 | |
| (-) | XIII. Other property charges | 0 | 0 | |
| PROPERTY CHARGES | -626 | -628 | ||
| PROPERTY OPERATING RESULT | 7,046 | 6,539 | ||
| (-) | XIV. General company expenses | -1,056 | -1,065 | |
| (+/-) XV. Other operating income and charges | 10 | 0 | ||
| OPERATING RESULT BEFORE PORTFOLIO RESULT | 6,000 | 5,473 | ||
| (+/-) XVI. Gains and losses on disposals of investment properties | 145 | 128 | ||
| (+/-) XVII. Gains and losses on disposals of other non-financial assets | 0 | 0 | ||
| (+/-) XVIII. Changes in Fair Value of investment properties | -5,374 | -1,606 | ||
| (+/-) XIX. Other portfolio result | 0 | 0 | ||
| PORTFOLIO RESULT | 4 | -5,229 | -1,478 | |
| OPERATING RESULT | 770 | 3,995 | ||
| (+) | XX. Financial income | 0 | 10 | |
| (-) (-) |
XXI. Net interest charges XXII. Other financial charges |
-1,430 -177 |
-1,354 -35 |
|
| (+/-) XXIII. Changes in Fair Value of financial assets and liabilities | -636 | 80 | ||
| FINANCIAL RESULT | 5 | -2,244 | -1,299 |
| PROFIT BEFORE TAXES | -1,473 | 2,696 |
|---|---|---|
| (+/-) XXV. Corporate tax | -119 | -205 |
| (+/-) XXVI. Exit tax | 0 0 |
|
| TAXES | -119 | -205 |
| NET PROFIT | -1,592 | 2,491 |
| Attributable to: | ||
| Shareholders of the group | -1,587 | 2,497 |
| Minority interests | -6 | -6 |
| Explanation: | ||
| Net result (group share) | -1,587 | 2,497 |
| Adjustment for portfolio result | 5,229 | 1,478 |
| Adjustment for changes in Fair Value of assets and liabilities (non-effective interest hedges) | 636 | -80 |
| EPRA EARNINGS* | 4,279 | 3,896 |
*The EPRA earnings consist of the Net result (group share) exclusive of the portfolio result and changes in Fair Value of the non-effective interest hedges
| FIGURES IN THOUSANDS EUR | Notes | 30/06/2018 | 30/06/2017 |
|---|---|---|---|
| I. NET PROFIT | -1,592 | 2,491 | |
| II. OTHER COMPREHENSIVE INCOME RECYCLABLE UNDER THE INCOME STATEMENT | 0 | 0 | |
| COMPREHENSIVE INCOME | -1,592 | 2,491 | |
| Attributable to: | |||
| Shareholders of the group | -1,587 | 2,497 | |
| Minority interests | -6 | -6 |
| Notes | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|
| Number of ordinary shares in circulation at the end of the financial year | 7 | 5,665,822 | 5,129,802 |
| Weighted average number of shares during the financial year | 7 | 5,665,822 | 5,129,802 |
| EARNINGS PER ORDINARY SHARE - GROUP SHARE (in EUR) | -0.28 | 0.49 | |
| DILUTED NET EARNINGS PER SHARE - GROUP SHARE (in EUR) | -0.28 | 0.49 |
| FIGURES IN THOUSANDS EUR | Notes | 30/06/2018 | 31/12/2017 | |
|---|---|---|---|---|
| ASSETS | ||||
| I. FIXED ASSETS | 281,136 | 287,452 | ||
| A | Goodwill | 0 | 0 | |
| B | Intangible fixed assets | 0 | 0 | |
| C | Investment properties | 6 | 281,094 | 287,404 |
| D | Other tangible fixed assets | 43 | 49 | |
| E | Non-current financial assets | 0 | 0 | |
| F | Finance lease receivables | 0 | 0 | |
| G | Trade receivables and other non-current assets | 0 | 0 | |
| H | Deferred tax assets | 0 | 0 | |
| I | Stakes in associates and joint ventures – changes in equity | 0 | 0 | |
| II. CURRENT ASSETS | 2,515 | 3,870 | ||
| A | ||||
| Assets classified as held for sale | 0 | 0 | ||
| B | Current financial assets | 0 | 0 | |
| C | Finance lease receivables | 0 | 0 | |
| D | Trade receivables | 175 | 629 | |
| E | Tax receivables and other current assets | 740 | 513 | |
| F | Cash and cash equivalents | 1,453 | 2,577 | |
| G | Deferred charges and accrued income | 147 | 152 | |
| TOTAL ASSETS | 283,651 | 291,322 | ||
| FIGURES IN THOUSANDS EUR | Notes | 30/06/2018 | 31/12/2017 | |
| LIABILITIES | ||||
| EQUITY | 127,060 | 134,978 | ||
| I. | Equity attributable to the shareholders of the parent company | 126,798 | 134,710 | |
| A | Capital | 7 | 131,572 | 131,572 |
| B | Issue premiums | 1,496 | 1,496 | |
| C | Reserves | -4,684 | -3,124 | |
| D | Net profit of the year | -1,587 | 4,766 | |
| II. Minority interests | 262 | 267 | ||
| LIABILITIES | 156,591 | 156,344 | ||
| I. | Non-current liabilities | 110,769 | 126,456 | |
| A | Provisions | 0 | 0 | |
| B | Non-current financial debts | 8 | 108,936 | 124,434 |
| a. Borrowings | 108,936 | 124,434 | ||
| b. Financial lease | 0 | 0 | ||
| c. Other | 0 | 0 | ||
| C | Other non-current financial liabilities | 1,459 | 1,639 | |
| D | Trade debts and other non-current debts | 0 | 0 | |
| E | Other non-current liabilities | 104 | 113 | |
| F | Deferred taxes – liabilities | 270 | 270 | |
| II. Current liabilities | 45,822 | 29,888 | ||
| A | Provisions | 0 | 0 | |
| B | Current financial debts | 41,997 | 24,994 | |
| a. Borrowings | 41,997 | 24,994 | ||
| b. Financial lease | 0 | 0 | ||
| c. Other | 0 | 0 | ||
| C | Other current financial liabilities | 88 | 174 | |
| D | Trade debts and other current debts | 1,759 | 2,640 | |
| E | Other current liabilities | 1,349 | 1,327 | |
| F | Accrued charges and deferred income | 630 | 753 | |
| TOTAL EQUITY AND LIABILITIES | 283,651 | 291,322 |
| FIGURES IN THOUSANDS EUR | Notes | 30/06/2018 | 30/06/2017 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS START OF PERIOD | 2,577 | 7,005 | |
| 1. Cashflow from operating activities | 3,753 | 1,449 | |
| Net profit | -1,592 | 2,491 | |
| Non-paid interest and bank charges | 97 | 70 | |
| Adaptation of the result for non-cash flow transactions | 6,024 | 1,840 | |
| - Depreciation on capitalized financing charges | 19 | 14 | |
| - Depreciation on intangible and other tangible fixed assets | 11 | 15 | |
| - Result from the sale of investment properties | 4 | -145 | -128 |
| - Increase / decrease of receivable invoices (+/-) | 432 | 414 | |
| - Changes in Fair Value of investment properties and project developments | 4 | 5,374 | 1,606 |
| - Changes in Fair Value of financial assets and liabilities | 333 | -81 | |
| Changes in working capital requirements: | -778 | -2,952 | |
| Movement of assets: | 747 | 331 | |
| - Trade receivables | 454 | 478 | |
| - Tax receivables and other current assets | 288 | -170 | |
| - Deferred charges and accrued income | 5 | 24 | |
| Movement of liabilities: | -1,525 | -3,283 | |
| - Other current financial liabilities | -9 | 18 | |
| - Provisions | 0 | -3,000 | |
| - Other non-current liabilities | -1,161 | -64 | |
| - Deferred taxes - liabilities | 22 | -220 | |
| - Trade debts and other current debts | -376 | -17 | |
| 2. Cash flow resulting from investment activities | 561 | -31,813 | |
| Purchase of intangible and other tangible fixed assets | -5 | -22 | |
| Purchase of shares of real estate companies | 11 | 0 | 0 |
| Purchase of properties | 6 | 0 | -32,752 |
| Investments in existing properties | -109 | -167 | |
| Earnings from the sale of investment properties | 4 | 675 | 1,128 |
| Bank interest received | 0 | 0 | |
| 3. Cash flow from financing activities | 5,438 | -24,969 | |
| Repayment of loans | -42,000 | 0 | |
| Take-up of loans | 8 | 43,500 | 31,000 |
| Costs for capital increase | 0 | -14 | |
| Payment on dividends | -6,925 | -6,007 | |
| Payment on transaction costs | -13 | -10 | |
| CASH AND CASH EQUIVALENTS END OF PERIOD | 1,453 | 1,611 |
| Cost of | Net result of the |
||||||
|---|---|---|---|---|---|---|---|
| FIGURES IN THOUSANDS EUR | Capital | Capital increase |
Issue premiums |
Reserves | financial year |
Minority interests |
Equity |
| BALANCE SHEET ON 30 DECEMBER 2016 | 119,262 | -110 | 1,459 | -5,616 | 7,782 | 277 | 123,053 |
| Appropriation of result 2016 | 0 | 0 | 0 | 1,775 | -7,782 | 0 | -6,007 |
| Transfer of portfolio result to reserves | 1,230 | -1,230 | |||||
| Transfer of operating result to reserves | 545 | -545 | |||||
| Dividend for financial year 2016 | -6,007 | -6,007 | |||||
| Net result 2017 | 0 | 0 | 0 | 0 | 4,766 | -10 | 4,756 |
| Other elements recognized in the comprehensive result | 0 | 0 | 0 | 717 | 0 | 0 | 717 |
| Impact on the Fair Value of estimated transaction costs resulting | |||||||
| from the hypothetical disposal of investment properties | |||||||
| Change in Fair Value of properties | |||||||
| Reserve for the impact on the Fair Value of financial instruments | 717 | 717 | |||||
| Public issue of new shares | |||||||
| Capital increase by contribution in kind | 12,462 | -41 | 37 | 0 | 0 | 0 | 12,458 |
| Minority interests | |||||||
BALANCE SHEET ON 31 DECEMBER 2017 131,724 -152 1,496 -3,124 4,766 267 134,978
| FIGURES IN THOUSANDS EUR | Capital | Cost of Capital increase |
Issue premiums |
Reserves | Net result of the financial year |
Minority interests |
Equity |
|---|---|---|---|---|---|---|---|
| BALANCE SHEET ON 31 DECEMBER 2017 | 131,724 | -152 | 1,496 | -3,124 | 4,766 | 267 | 134,978 |
| Appropriation of result 2017 | 0 | 0 | 0 | -2,159 | -4,766 | 0 | -6,925 |
| Transfer of portfolio result to reserves | -4,056 | 4,056 | |||||
| Transfer of operating result to reserves | 1,857 | -1,857 | |||||
| Dividend for financial year 2017 | 40 | -40 | |||||
| Transfer of portfolio result to reserves | -6,925 | -6,925 | |||||
| Net result 2018 | 0 | 0 | 0 | 0 | -1,587 | -6 | -1,592 |
| Other elements recognized in the comprehensive result | 0 | 0 | 0 | 599 | 0 | 0 | 599 |
| Impact on the Fair Value of estimated transaction costs resulting from the hypothetical disposal of investment properties |
|||||||
| Change in Fair Value of properties | |||||||
| Reserve for the impact on the Fair Value of financial instruments | 599 | 599 | |||||
| Public issue of new shares | |||||||
| Capital increase by contribution in kind | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Minority interests | |||||||
| BALANCE SHEET ON 30 JUNE 2018 | 131,724 | -152 | 1,496 | -4,684 | -1,587 | 262 | 127,060 |
| FIGURES IN THOUSANDS EUR | Legal reserve | Reserve for the balance of changes in Fair Value of properties |
Reserve for the impact on Fair Value of estimated transaction charges disposal of investment properties resulting from the hypothetical |
hedge accounting as defined in IFRS Reserve for the balance of changes instruments which are subject to a in Fair Value of authorized hedge |
instruments which are not subject to a hedge accounting as defined in IFRS Reserve for the balance of changes in Fair Value of authorized hedge |
Available reserve: reserve for foreseeable losses |
Other reserves | Results carried forward from previous financial years |
Total reserves |
|---|---|---|---|---|---|---|---|---|---|
| BALANCE SHEET ON 31 DECEMBER 2017 | 0 | 3,995 | -7,416 | -1,854 | 0 | 14 | 0 | 2,138 | -3,124 |
| Processing of net result 2017 Transfer of portfolio result to reserves Transfer of operating result to reserves |
0 | -1,986 -1,986 |
-2,070 -2,070 |
0 | 40 | 0 | 0 | 1,857 1,857 |
2,159 -4,056 1,857 |
| Transfer of variations in the Fair Value of financial instrumets |
40 | 40 | |||||||
| Result for the period Other elements recognized in the comprehensive result |
0 | 0 | 0 | 599 | 13 | 0 | 0 | -13 | 0 639 |
| Changes in Fair Value of properties | 0 | ||||||||
| Changes in Fair Value of financial assets and liabilities | 599 | 13 | -13 | 639 | |||||
| BALANCE SHEET ON 30 JUNE 2018 | 0 | 2,009 | -9,486 | -1,255 | 53 | 14 | 0 | 3,982 | -4,684 |
| NOTE 1. PRINCIPLES FOR FINANCIAL REPORTING | |
|---|---|
| NOTE 2. INFORMATION BY SEGMENT | 42 |
| NOTE 3. PROPERTY RESULT | 44 |
| NOTE 4. PORTFOLIO RESULT | 47 |
| NOTE 5. FINANCIAL RESULT | 47 |
| NOTE 6. INVESTMENT PROPERTIES | 48 |
| NOTE 7. CAPITAL | 48 |
| NOTE 8. FINANCIAL DEBTS | 49 |
| NOTE 9. FINANCIAL ASSETS AND LIABILITIES | 50 |
| NOTE 10. DEBT RATIO | 51 |
| NOTE 11. CREATED COMPANIES | 53 |
| NOTE 12. CONSOLIDATION SCOPE | 53 |
| NOTE 13. OFF-BALANCE SHEET RIGHTS AND COMMITMENTS | 53 |
| NOTE 14. RELATED PARTY TRANSACTIONS WITH RESPECT TO THE INCOME STATEMENT | 54 |
| NOTE 15. EVENTS AFTER CLOSING OF THE BALANCE |
The financial reporting of Qrf City Retail is drawn up in accordance with the IFRS as approved in the European Union and the provisions of the RREC Act.
This interim financial information concerning the period ending on 30 June 2018 is drawn up in accordance with IAS 34, "Interim financial reporting". This interim financial report should be read in conjunction with the annual financial statements of the financial year ending on 31 December 2017.
Qrf City Retail has not applied new IFRS standards or interpretations during the first half of 2018 in her principles and the valuation methods applied for the composition of these interim financial overviews are identical to those applied in the financial year ending on 31 December 2017.
No statutory half-year financial report is drawn up per 30 June. The statutory financial report is only drawn up per year end.
| 30/06/2018 BELGIUM |
NETHERLANDS | Non | ||||
|---|---|---|---|---|---|---|
| FIGURES IN THOUSANDS EUR | Inner city | Periphery | Inner city | Periphery | attributed amounts |
TOTAL |
| NET RENTAL INCOME | 5,945 | 1,110 | 702 | 0 | 0 | 7,756 |
| PROPERTY RESULT | 5,938 | 1,110 | 623 | 0 | 0 | 7,672 |
| PROPERTY CHARGES | -521 | -80 | -26 | 0 | 0 | -626 |
| OPERATING PROPERTY RESULT | 5,418 | 1,030 | 598 | 0 | 0 | 7,046 |
| (-) General company expenses (+/-) Other operating income and charges |
-132 0 |
-7 0 |
-20 0 |
0 0 |
-897 10 |
-1,056 10 |
| OPERATING RESULT BEFORE THE RESULT ON THE PORTFOLIO |
5,286 | 1,022 | 578 | 0 | -887 | 6,000 |
| (+/-) Result on disposals of investment properties |
145 | 0 | 0 | 0 | 0 | 145 |
| (+/-) Changes in Fair Value of investment properties (+/-) Other portfolio result |
-6,206 0 |
662 0 |
170 0 |
0 0 |
0 0 |
-5,374 0 |
| OPERATING RESULT | -775 | 1,684 | 748 | 0 | -887 | 770 |
| FINANCIAL RESULT | 0 | 0 | 0 | 0 | -2,243 | -2,243 |
| RESULT BEFORE TAXES | -775 | 1,684 | 748 | 0 | -3,130 | -1,473 |
| TAXES | 0 | 0 | 0 | 0 | -120 | -120 |
| NET RESULT | -775 | 1,684 | 748 | 0 | -887 | 771 |
| MINORITY INTERESTS | -6 | 0 | 0 | 0 | 0 | -6 |
| NET RESULT - GROUP SHARE | -769 | 1,684 | 748 | 0 | -3,250 | -1,587 |
| 30/06/2017 | |||||
|---|---|---|---|---|---|
| BELGIUM | NETHERLANDS | Non | |||
| Inner city | Periphery | Inner city | Periphery | attributed amounts |
TOTAL |
| 5,734 | 1,228 | 244 | 0 | 0 | 7,205 |
| 5,734 | 1,228 | 204 | 0 | 0 | 7,166 |
| -540 | -84 | -4 | 0 | 0 | -628 |
| 5,194 | 1,144 | 200 | 0 | 0 | 6,539 |
| -48 | -2 | -19 | 0 | -996 | -1,065 0 |
| 0 | 0 | 0 | 0 | 0 | |
| 5,147 | 1,142 | 182 | 0 | -996 | 5,472 |
| 128 | 0 | 0 | 0 | 0 | 128 |
| 44 0 |
150 0 |
-1,799 0 |
0 0 |
0 0 |
-1,606 0 |
| 5,318 | 1,292 | -1,617 | 0 | -996 | 3,995 |
| 0 | 0 | 0 | 0 | -1,299 | -1,299 |
| 5,318 | 1,292 | -1,617 | 0 | -2,295 | 2,697 |
| 0 | 0 | 0 | 0 | -203 | -203 |
| 5,318 | 1,292 | -1,617 | 0 | -2,500 | 2,492 |
| -6 | 0 | 0 | 0 | 0 | -6 |
| 5,318 | 1,292 | -1,617 | 0 | -2,500 | 2,497 |
Qrf HALF-YEAR REPORT 2018 ◼ 6 CO ND ENS E D CO NS O L ID ATE D F IN A N C I AL S TATEMEN T S 43
| 30/06/2018 BELGIUM |
NETHERLANDS | Non | ||||
|---|---|---|---|---|---|---|
| FIGURES IN THOUSANDS EUR | Inner city | Periphery | Inner city | Periphery | attributed amounts |
TOTAL |
| ASSETS | ||||||
| Investment properties Other assets |
219,963 0 |
33,660 0 |
27,470 0 |
0 0 |
0 2,558 |
281,093 2,558 |
| TOTAL ASSETS | 219,963 | 33,660 | 27,470 | 0 | 2,558 | 283,651 |
| LIABILITIES | ||||||
| EQUITY | 0 | 0 | 0 | 0 | 127,060 | 127,060 |
| Group equity Minority interests |
0 0 |
0 0 |
0 0 |
0 0 |
126,798 262 |
126,798 262 |
| LIABILITIES | 0 | 0 | 0 | 0 | 156,591 | 156,591 |
| TOTAL EQUITY AND LIABILITIES | 0 | 0 | 0 | 0 | 283,652 | 283,651 |
The Board of Directors of the Statutory Manager is the body that takes decisions and measures the performance of the different segments. The Board of Directors examines the results in terms of type of real estate (inner city and periphery) and geographic spread.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 |
|---|---|---|
| (+) I. Rental income | 7,845 | 7,298 |
| - Rent | 7,845 | 7,298 |
| - Guaranteed income | 0 | 0 |
| (+) II. Writeback of leased payments sold and discounted | 0 | 0 |
| (+/-) III. Rental related expenses | -89 | -93 |
| - Write-downs on trade receivables | -91 | -112 |
| - Reversals of write-downs on trade receivables | 2 | 19 |
| NET RENTAL INCOME | 7,756 | 7,205 |
| (+) IV. Recovery of property charges | 0 | 0 |
| (+) V. Recovery of rental charges and taxes normally payable by tenants on let properties | 177 | 39 |
| - Rebilling of rental charges borne by the owner | 27 | 0 |
| - Rebilling of advance levies and taxies on let properties | 151 | 39 |
| (-) VI. Costs payable by the tenants and borne by the owner on the rental damage and refurbishment |
0 | 0 |
| (-) VII. Rental charges and taxes normally payable by tenants on let properties |
-262 | -78 |
| - Rental charges borne by the owner | -27 | 0 |
| - Advance levies and charges on let properties | -236 | -78 |
| - Other rental charges | 0 | 0 |
| (+/-)Other rental related income and expenses | 0 | 0 |
| PROPERTY RESULT | 7,672 | 7,166 |
| Non | NETHERLANDS | 30/06/2017 31/12/2017 BELGIUM |
|||
|---|---|---|---|---|---|
| TOTAL | attributed amounts |
Periphery | Inner city | Periphery | Inner city |
| 0 287,404 |
0 | 27,300 | 33,170 | 226,934 | |
| 3,918 3,918 |
0 | 0 | 0 | 0 | |
| 3,918 291,322 |
0 | 27,300 | 33,170 | 226,934 | |
| 134,979 134,979 |
0 | 0 | 0 | 0 | |
| 134,711 134,711 |
0 | 0 | 0 | 0 | |
| 267 | 0 | 0 | 0 | 0 | |
| 156,344 156,344 |
0 | 0 | 0 | 0 | |
| 291,322 291,322 |
0 | 0 | 0 | 0 |
The cash value of the future rental income until the first due date of the rental income has the following collection terms:
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 |
|---|---|---|
| STATEMENT OF THE CONTRACTUAL RENTAL INCOME RECEIVABLE ON THE FIRST DUE DATE | ||
| Within one year | 13.546 | 13.815 |
| Between one and five years | 9.883 | 14.597 |
| More than five years | 2.890 | 4.388 |
| TOTAL | 26.319 | 32.800 |
In Belgium, most Qrf City Retail leases are commercial leases for a period of 9 years which can in principle be terminated by the tenant after the expiry of the third and sixth year, subject to service of 6 months' prior notice.
In the Netherlands, most Qrf City Retail leases are commercial leases for a period of 5 years, which can grant a contractual option for extension by the tenant for a period of 5 or 10 years, with a termination option for the tenant at the end of the first period, as well as at the end of each subsequent period.
To ensure compliance with the obligations incumbent on the tenant by virtue of the lease, tenants in Belgium and the Netherlands alike must in principle provide a rent guarantee, usually in the form of a bank guarantee of three to six months' rent.
The rent, in both Belgium and the Netherlands, is payable monthly (sometimes quarterly) in advance and usually indexed annually on the expiry date. Taxes and charges (inclusive of the advance levy on income derived from real estate and municipal charges) are borne in principle by the tenant.
An incoming inventory of fixtures is usually drawn up by an independent expert at the start of the lease. Upon the expiry of the lease, the tenant must return the premises in the state as described in the incoming inventory of fixtures, subject to normal wear. The tenant may not transfer the lease nor sublet the premises in full or in part, without the prior, written consent of the lessor. The tenant is required to register the lease at his expense.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 |
|---|---|---|
| (+/-) XVI. Result on disposals of investment properties | 145 | 128 |
| - Net sales of properties (selling price – transaction costs) | 675 | 1,128 |
| - Asset value of the sold properties | -530 | -1,000 |
| (+/-) XVII. Result on disposals of other non-financial assets | 0 | 0 |
| (+/-) XVIII. Changes in Fair Value of investment properties | -5,374 | -1,606 |
| - Positive changes in Fair Value of investment properties | 2,475 | 788 |
| - Negative changes in Fair Value of investment properties | -7,849 | -2,394 |
| (+/-) XIX. Other portfolio result | 0 | 0 |
| PORTFOLIO RESULT | -5,229 | -1,478 |
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|
| (+) | XX. Financial Income | 0 | 10 |
| - Collected interest and dividends | 0 | 10 | |
| (-) | XXI. Net interest charges | -1,430 | -1,354 |
| - Nominal interest charges on loans | -999 | -930 | |
| - Costs of authorized hedging instruments | -430 | -424 | |
| - Other interest charges | 0 | 0 | |
| (-) | XXII. Other financial charges | -177 | -35 |
| - Bank charges and other commissions | -177 | -35 | |
| (+/-) XXIII. Changes in Fair Value of financial assets and liabilities | -636 | 80 | |
| - Authorized hedging instruments subject to hedge accounting as defined in IFRS | 0 | 0 | |
| - Authorized hedging instruments not subject to hedge accounting as defined in IFRS | -636 | 80 | |
| FINANCIAL RESULT | -2,244 | -1,299 |
Qrf City Retail is exposed to increases in financial costs that can be caused by a rise in interest rates. To limit this risk, Qrf City Retail has partly converted floating interests into fixed interest rates by means of interest rate swaps. The duration of these financial instruments is aligned with the duration of the credits of Qrf City Retail. If the long-term interest rates decline sharply, the market value of these interest rate swaps can become highly negative.
The derivatives currently used by Qrf City Retail no longer qualify as cash flow hedge transactions. The changes in the Fair Value of the derivatives that do not qualify as cash flow hedges are immediately recognized in the result.
The Cost of Financing for the first half of 2018 amounted to 1.92% including credit margins and the cost of hedging instruments. On 30 June 2018, 92.1% of the lines of credit (for 139 MEUR) had a fixed interest rate, in particular through using interest rate swaps as hedging instruments.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
|---|---|---|
| INVESTMENT TABLE | ||
| Balance at the beginning of the financial year | 287,404 | 250,724 |
| Acquisition by purchase or contribution of investment companies | 0 | 0 |
| Acquisition by purchase or contribution of investment properties | 0 | 45,480 |
| Other elements recognized in the result | -515 | -1,152 |
| Sale of investment properties | -530 | -5,150 |
| Capitalized expenditures (Capex) | 109 | 1,573 |
| Change in Fair Value of investment properties | -5,374 | -4,071 |
| Balance at the end of the financial year | 281,094 | 287,404 |
| FIGURES IN THOUSANDS EUR | Capital movement |
Total outstanding capital |
Issue premiums |
Costs of capital increase |
Number of shares issued |
Total number of shares |
|
|---|---|---|---|---|---|---|---|
| EVOLUTION CAPITAL | |||||||
| Date | Transaction | ||||||
| 03/09/2013 | Formation | 62 | 62 | 1,230 | 1,230 | ||
| 27/11/2013 | Share split (1 against 2) | 0 | 62 | 1,230 | 2,460 | ||
| 27/11/2013 | Contribution in cash | 1,139 | 1,200 | 45,540 | 48,000 | ||
| 18/12/2013 | Contribution of Laagland | 5,243 | 6,443 | 209,711 | 257,711 | ||
| 18/12/2013 | IPO and first listing on Euronext Brussels | 75,380 | 81,823 | 3,015,200 | 3,272,911 | ||
| 18/12/2013 | Capital reduction to hedge future losses | -5,734 | 76,089 | 0 | 3,272,911 | ||
| BALANCE SHEET ON 30 DECEMBER 2013 | 76,089 | 3,272,911 | |||||
| BALANCE SHEET ON 30 DECEMBER 2014 | 76,089 | 3,272,911 | |||||
| Date | Transaction | ||||||
| 24/06/2015 | Capital increase by contribution in kind | 4,490 | 80,579 | 238 | -20 | 193,097 | 3,466,008 |
| 08/12/2015 | Capital increase by contribution in kind | 14,733 | 95,312 | 608 | -8 | 633,680 | 4,099,688 |
| 09/12/2015 | Contribution of company TT Center plus | 8,913 | 104,225 | 37 | -5 | 383,363 | 4,483,051 |
| BALANCE SHEET ON 30 DECEMBER 2015 | 104,225 | 883 | -32 | 4,483,051 | |||
| Date | Transaction | ||||||
| 01/01/2016 | Capital increase by contribution in kind | ||||||
| (relating to financial year 2015) | 104,225 | -23 | 4,483,051 | ||||
| 30/06/2016 | Capital increase by contribution in kind | 7,567 | 111,792 | 371 | -27 | 325,466 | 4,808,517 |
| 21/12/2016 | Capital increase by contribution in kind | 7,470 | 119,262 | 206 | -28 | 321,285 | 5,129,802 |
| BALANCE SHEET ON 30 DECEMBER 2016 | 119,262 | 1,459 | -111 | 5,129,802 | |||
| Date | Transaction | ||||||
| 01/01/2017 | Capital increase by contribution in kind | ||||||
| (relating to financial year 2016) | 119,262 | -14 | 5,129,802 | ||||
| 25/09/2017 | Capital increase by contribution in kind | 12,462 | 131,724 | 38 | -27 | 536,020 | 5,665,822 |
| BALANCE SHEET ON 31 DECEMBER 2017 | 131,724 | 1,496 | -152 | 5,665,822 | |||
| BALANCE SHEET ON 30 JUNE 2018 | 131,724 | 1,496 | -152 | 5,665,822 |
No capital operations were carried out in financial year 2014.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
|---|---|---|
| FINANCIAL DEBTS | ||
| I. B. Non-current financial debts | 108,936 | 124,434 |
| -Credit institutions -Cost of borrowings |
109,000 -64 |
124,500 -66 |
| II. B. Current financial debts | 41,997 | 24,994 |
| -Credit institutions | 42,000 | 25,000 |
| -Cost of borrowings | -3 | -6 |
| TOTAL | 150,933 | 149,428 |
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
| BREAKDOWN BY MATURITY OF NON-CURRENT FINANCIAL DEBTS | ||
| Between one and two years | 5,000 | 15,000 |
| Between two and five years | 55,000 | 65,500 |
| More than five years | 49,000 | 44,000 |
| TOTAL | 109,000 | 124,500 |
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
| BREAKDOWN BY MATURITY OF UNDRAWN CREDIT FACILITIES | ||
| Payable within one year | 0 | 0 |
| Payable after one year | 60,000 | 14,500 |
| TOTAL | 60,000 | 14,500 |
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
| ESTIMATED FUTURE INTEREST CHARGES ON BORROWINGS | ||
| Within one year | 2,320 | 3,040 |
| Between one and five years More than five years |
5,710 1,871 |
7,210 2,151 |
| TOTAL | 9,900 | 12,401 |
In estimating the future interest charges, due account is taken of the financial debts on 30 June 2018, interest hedges corresponding to the current contracts and applicable margin on top to the current fixed interest rate.
| 31/12/2017 | 31/12/2017 | |||
|---|---|---|---|---|
| FIGURES IN THOUSANDS EUR | Category | Asset value | Fair Value | Level |
| STATEMENT OF FINANCIAL ASSETS AND LIABILITIES | ||||
| ASSETS | ||||
| Current financial assets | ||||
| Trade receivables | B | 629 | 629 | Level 2 |
| Tax receivables and other current assets | B | 513 | 513 | Level 2 |
| Cash and cash equivalents | C | 2,577 | 2,577 | Level 1 |
| TOTAL FINANCIAL ASSETS | 3,718 | 3,718 | ||
| LIABILITIES | ||||
| Non-current financial liabilities | ||||
| Non-current financial debts | B | 124,434 | 124,434 | Level 2 |
| Other non-current financial liabilities | ||||
| Other non-current financial liabilities | A | 1,639 | 1,639 | Level 2 |
| Current financial liabilities | ||||
| Trade debts and other current debts | B | 2,640 | 2,640 | Level 2 |
| Other current liabilities | B | 1,327 | 1,327 | Level 2 |
| Current financial liabilities | B | 24,994 | 24,994 | Level 2 |
| Other current financial liabilities | A | 174 | 174 | Level 2 |
| TOTAL FINANCIAL LIABILITIES | 155,208 | 155,208 |
| FIGURES IN THOUSANDS EUR | Category | 30/06/2018 Asset value |
30/06/2018 Fair Value |
Level |
|---|---|---|---|---|
| STATEMENT OF FINANCIAL ASSETS AND LIABILITIES | ||||
| ASSETS | ||||
| Current financial assets Trade receivables |
B | 175 | 175 | Level 2 |
| Tax receivables and other current assets | B | 740 | 740 | Level 2 |
| Cash and cash equivalents | C | 1,453 | 1,453 | Level 1 |
| TOTAL FINANCIAL ASSETS | 2,368 | 2,368 | ||
| LIABILITIES | ||||
| Non-current financial liabilities | ||||
| Non-current financial debts | B | 108,936 | 108,936 | Level 2 |
| Other non-current financial liabilities | ||||
| Other non-current financial liabilities | A | 1,459 | 1,459 | Level 2 |
| Current financial liabilities | ||||
| Trade debts and other current debts | B | 1,759 | 1,759 | Level 2 |
| Other current liabilities | B | 1,349 | 1,349 | Level 2 |
| Current financial debts | B | 41,997 | 41,997 | Level 2 |
| Other current financial liabilities | A | 88 | 88 | Level 2 |
| TOTAL FINANCIAL LIABILITIES | 155,588 | 155,588 |
The categories correspond to the following financial instruments:
A. Assets or liabilities held at Fair Value (hedging instruments).
B. Financial assets or liabilities (including receivables and loans) at the amortized cost.
C. Cash investments at amortized cost.
All the Group's financial instruments correspond to levels 1 and 2 in the Fair Value hierarchy. The valuation at Fair Value is carried out on a regular basis.
Level 1 in the Fair Value hierarchy retains the cash and cash equivalents.
Level 2 in the Fair Value hierarchy concerns the other financial assets and liabilities, the Fair Value of which is based on other data which can be fixed directly or indirectly for the assets and liabilities concerned. The valuation techniques concerning the Fair Value of the level 2 financial instruments are as follows:
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 31/12/2017 |
|---|---|---|
| Liabilities | 156.591 | 156.344 |
| - Adjustments | -2.447 | -2.835 |
| Debt burden pursuant to Article 13 of the RREC Royal Decree | 154.144 | 153.508 |
| Total assets | 283.651 | 291.322 |
| DEBT RATIO | 54,34% | 52,69% |
The debt burden as referred to in Article 13 of the RREC Royal Decree amounts to 154,144 KEUR on 30 June 2018. The Debt ratio amounts to 54.34% on 30 June 2018.
The Debt ratio is calculated as the ratio of the debt burden (i.e. the liabilities exclusive of provisions, accrued charges and deferred income and other non-current/current financial liabilities, such as primarily the negative changes in Fair Value of the hedging instruments) with regard to the total assets.
Qrf City Retail must continue to meet the financial ratios as stipulated by the RREC Act. Unless this is the result of a change in the Fair Value of the assets, the Debt ratio of an RREC may not amount to more than 65% of the assets, less the authorized hedging instruments, pursuant to Article 45 of the RREC Act. If the Debt ratio of Qrf City retail were to exceed 50%, it must take a number of steps, in particular draw up a financial plan with a description of measures that will be taken to prevent the Debt ratio from rising above 65%. The annual financial costs relating to the debt burden of an RREC and its subsidiaries may at no time amount to more than 80% of the consolidated net operating result of Qrf City Retail. Furthermore, a covenant is agreed in certain financing agreements with financial institutions that the Debt ratio of Qrf City Retail may not amount to more than 60%.
The Debt ratio amounts to 54.34% on 30 June 2018. Qrf City Retail is endeavoring to maintain a Debt ratio of 55% maximum in the long term.
Pursuant to Article 24 of the RREC RD, the public RREC must draw up a financial plan with an implementation schedule when its consolidated Debt ratio amounts to more than 50% of the consolidated assets. The financial plan provides a description of the measures that will be taken to prevent the consolidated Debt ratio from exceeding 65% of the consolidated assets. A special report on the financial plan is drawn up by the auditor, in which it is confirmed that the latter has verified the plan, namely as regards the economic principles thereof, and that the figures contained therein correspond to those in the accounts of the public RREC. The general guidelines of the financial plan are entered in the annual and semi-annual financial reports, where a description and justification are also provided as to how the financial plan was carried out in the course of the relevant period and how the public RREC will implement the plan in the future.
The Debt ratio of Qrf Comm. VA rose above 50% in the first half of 2018. At the end of financial years 2015, 2016 and 2017 it amounted to 49.27%, 49.76% and 52.69% respectively.
The following assumptions are taken into account when drawing up the projection of the Debt ratio on 31 December 2018:
Taking into account these assumptions, the Debt ratio on 31 December 2018 would be 52.93%.
The Board of Directors is targeting a Debt ratio of 55% maximum in the long term, considering this to be optimal for the shareholders of the RREC in terms of yield and EPRA earnings per share. The impact of each investment on the Debt ratio is examined and turned down if it would turn out to be negative for the debt ratio. Based on the current Debt ratio of 54.34%, Qrf City Retail has an investment potential of 96.72 MEUR without exceeding a Debt ratio of 65% and an investment potential of 50.21 MEUR without exceeding a Debt ratio of 60%.
Changes in the valuation of the real estate portfolio can also have an impact on the Debt ratio. Based on the current capital base, the value of Qrf City Retail's portfolio can decrease with 52.65 MEUR without exceeding the Debt ratio of 65% and with 33.51 MEUR without exceeding a Debt ratio of 60%.
Qrf City Retail therefore believes that the Debt ratio will not rise above 65% and that, given the prevailing economic and real estate trends, the planned investments and expected development of the RREC's equity, no additional measures have to be taken. If certain events should require an adjustment of the RREC's policy, this will be done at once and the shareholders will be informed accordingly in the RREC's periodic reporting.
Qrf City Retail has not created or taken over real estate companies in the first half of 2018.
On 30 June 2018, the consolidation scope consists of Qrf City Retail and its Perimeter Companies:
Qrf City Retail has various collection proceedings in progress, which can have a limited impact on the figures. In addition, Qrf City Retail is involved in a number of court cases. These disputes concern disagreements with certain tenants on applications for lease renewals to which tenants are entitled pursuant to Article 13 of the Commercial Lease Act. In this connection, particular attention is paid to a dispute with H&M concerning the application to renew the lease concerning the property at Demerstraat 21-25, 3500 Hasselt and the property at Alsembergsesteenweg 767, 1180 Uccle.
There is a risk that the conditions decided by the court would lead to a lowering of the rent level, which could in turn lead to a considerable reduction in the value of the property in question, the largest part of which is rented by H&M. Qrf City Retail can, currently, not estimate the potential impact on the valuation of the property. On 30 June 2018, the rent of H&M for these properties represented 9.4% of the total Contractual Rents.
In addition, there is a dispute pending regarding takeover of the company Center Commercial Hutois NV in Huy, where there is a discussion with the former owners concerning the regularization of the building permit.
The following rental guarantees were provided to Qrf City Retail:
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 |
|---|---|---|
| RELATED PARTY TRANSACTIONS | ||
| XIV. General company expenses | 531 | 468 |
| - Remuneration for the Executive Management | 317 | 258 |
| - Remuneration for the Statutory Manager | 156 | 68 |
| - Operating charges for the Statutory Manager | 1 | 4 |
| - Remuneration for the Board of Directors and committees | 58 | 38 |
| X. Commercial costs |
39 | 31 |
| - Remuneration for Quares Property Management NV / Quares Property Management BV | 39 | 31 |
| XII. Property management costs |
294 | 269 |
| Remuneration for Quares Property Management NV / Quares Property Management BV | 294 | 269 |
| Trade receivables | 0 | 0 |
| Trade debts and other current debts | 40 | -22 |
In the first half of 2018, an amount of 864 KEUR was entered in the income statement for transactions with related parties.
No events worth mentioning occurred after the closing of the balance on 30 June 2018.
QRF COMM. VA
17 August 2018
We have audited the Condensed Consolidated Financial Statements of Qrf Comm. VA and its subsidiaries closed on 30 June 2018 in accordance with the articles 10 and 11, §2 of the RD of 23 April 2018, with a balance sheet total of '000' EUR 283,615 and with the intermediate result closing with '000' EUR 1,592 profit.
The drawing up of the Condensed Consolidated Financial Statements in accordance with the RD of 23 April 2018 is the responsibility of the Board of Directors of the Statutory Manager. It is our responsibility to report to the Authority for Financial Services and Markets (FSMA) on the results of our audit.
We have carried out our audit in accordance with the specific standard concerning cooperation in prudential supervision. This standard requires that the audit of the Condensed Consolidated Financial Statements is carried out in accordance with "International Standard on Review Engagements 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity" and the guidelines provided by the FSMA to auditors. An audit of interim financial information consists of requesting information to mainly financial and accounting managers, and applying analytical and other assessment procedures. The scope of an assessment is substantially less than a check conducted according to "International Standards on Auditing" and therefore does not allow us to state with certainty that we have knowledge of all important data that would have been identified if we had performed a complete audit. We therefore do not express an audit opinion.
Based on our review, nothing has come to our attention that would lead us to believe that the Condensed Consolidated Financial Statements, for the period of six months ending on 30 June 2018, would not be prepared in all material respects in accordance with the articles 10 and 11, §2 of the earlier mentioned RD of 23 April 2018.
On the basis of our audit work, we also confirm that:
The Condensed Consolidated Financial Statements were drawn up in order to comply with the prudential reporting requirements set by the FSMA. As a result, the Condensed Consolidated Financial Statements may not be suitable for other purposes.
This reporting is part of the co-operation assignment of the accredited auditors with the prudential supervision of the FSMA and may not be used for any other purposes.
A copy of the reporting is transferred to the effective management. We point out that this report may not be distributed (in full or in part) to third parties without our explicit prior consent.
Sint-Stevens-Woluwe, 17 August 2018
The auditor PwC Bedrijfsrevisoren bcvba Represented by
Damien Walgrave Accredited Auditor
| 7.1 EPRA NAV |
59 |
|---|---|
| 7.2 EPRA NAV PER SHARE . |
59 |
| 7.3 EPRA EARNINGS | 60 |
| 7.4 AVERAGE COST OF FINANCING | 60 |
| 7.5 OPERATING MARGIN |
The European Securities and Markets Authority (ESMA) has published regulations that are applicable since the 3rd of July 2016 for the use and explanation of alternative performance measures.
Alternative performance measures are measures used by Qrf City Retail in presenting its financial results that are not defined by law or in the International Financial Reporting Standards (IFRS).
Net Asset Value according to the Best Practice Recommendations of EPRA.
Definition: This is the Net Asset Value adjusted to include properties and other investment interests at Fair Value and to exclude certain items not expected to crystallize in a long-term investment property business model.
Net Asset Value per share according to the EPRA Best Practices Recommendations.
Definition: Net Asset Value adjusted to include properties and other investment interests at Fair Value and to exclude certain items not expected to crystallise in a long-term investment property business model.
FIGURES IN THOUSANDS EUR 30/06/2018 31/12/2017 IFRS NAV (group shareholders) 126,798 134,710 (iv) Fair Value of financial instruments 1,547 1,813 (v.a) Deferred tax 270 270 Minority interests with regards to deferred tax -132 -132 EPRA NAV 128,483 136,661 Number of shares 5,665,822 5,665,822 EPRA NAV per share (in EUR) 22.68 24.12
Below, there is an overview of the alternative performance measures that are used in this financial report, with their definition, goal and reconciliation.
Objective: This APM shows the Net Asset Value for a long-term investment strategy.
For the reconciliation of this APM reference is made to the reconciliation table EPRA NAV per share.
Objective: This APM shows the Net Asset Value per share for a long-term investment strategy.
Definition: Net result (group share) with the exclusion of the portfolio result and changes in Fair Value of non-effective interest rate hedges. This term is used in accordance with the EPRA Best Practices Recommendations.
Objective: This APM measures the underlying operational results of the company, with the exclusion of the result arising out of fluctuations in the value of assets and liabilities and capital gains and losses from the sale of investment properties.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 | |
|---|---|---|---|
| IFRS result (group share) | -1,587 | 2,497 | |
| (i) | Changes in the Fair Value of real estate investments | 5,374 | 1,606 |
| (ii) | Profit or loss on the sale of real estate investments | -145 | -128 |
| (vi) | Changes in the Fair Value of financial instruments | 636 | -80 |
| EPRA earnings | 4,279 | 3,896 | |
| Weighted average number of shares | 5,665,822 | 5,129,802 | |
| EPRA earnings per share (in EUR) | 0.76 | 0.76 |
Definition: This is the Average Cost of Financing of the financial debts, calculated by dividing the "net interest charges" on an annual basis by the average amount of outstanding financial debts during the period.
Objective: The Company's activities are partially financed by incurring debt. This APM measures the Average Cost of Financing of such debts.
| FIGURES IN THOUSANDS EUR | 30/06/2017 | |
|---|---|---|
| XXI. Net interest costs | 1,430 | 1,354 |
| Weighted average amount of financial debt during the period | 74,582 | 67,456 |
| Average Cost of Financing | 1.92% | 2.01% |
Definition: This alternative performance measure measures the operating profitability of the company as a percentage of the rental income and is calculated by dividing "Operating result before the result on the portfolio" by the "Net rental income".
Objective: This APM measures the operating profitability of the company.
| FIGURES IN THOUSANDS EUR | 30/06/2018 | 30/06/2017 |
|---|---|---|
| Operating result before the result on the portfolio | 6,000 | 5,473 |
| Net rental income | 7,756 | 7,205 |
| Operating margin | 77.4% | 76.0% |
Antwerp Schrijnwerkersstraat 15 Belgium
The acquisition value is the value of the property when purchased, inclusive of the transfer fees, if any.
The Act of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments for training on a regulated market, Belgisch Staatsblad [Belgian Official Gazette] of 21 June 2006, 31.341, as amended.
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) no 1060/2009 and (EU) No 1095/2010 Text with EEA relevance.
The one-person limited company incorporated under Belgian law Anneleen Desmyter EBVBA, having its registered office at Acaciadreef 7, 2243 Pulle (Zandhoven), registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0537.881.133 (Antwerp Legal Persons' Register, Antwerp section).
The auditor of Qrf City Retail, i.e. PwC represented by Mr Damien Walgrave.
A day (other than Saturday, Sunday or official holidays) in Belgium when banks are open for business.
The Beroepsinstituut van Vastgoedmakelaars [Professional Institute of Real Estate Brokers].
The private limited liability company incorporated under Belgian law Business Management & Consultancy Center BVBA, having its registered office at Lisbloemstraat 6, 8501 Bissegem, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0880.293.608 (Ghent Legal Persons' Register, Kortrijk section).
The Board of Directors of the Statutory Manager.
The private limited liability company incorporated under Belgian law Century Center Freehold BVBA, having its registered office at Museumstraat 11/211, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0879.602.829 (Antwerp Legal Persons' Register, Antwerp section).
Chief Executive Officer.
Chief Financial Officer.
Companies Code of 7 May 1999, Belgisch Staatsblad [Belgian Official Gazette] of 6 August 1999, as amended.
Mr Preben Bruggeman, also the CFO of Qrf City Retail.
The indexed basic rent as contractually fixed in leases before the deduction of gratuities and other benefits granted to the tenants.
The partnership firm under Dutch law Cushman & Wakefield VOF, having its registered office at Gustav Mahlerlaan 362, 1082ME Amsterdam, registered in the Chamber of Commerce under number KvK 33154480, operating in Belgium through its Belgian branch at Koningsstraat 97 (4th floor), 1000 Brussels, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0418.915.383.
The document included as Annex 2 of the Corporate Governance Charter.
This is the legal ratio of the obligations (exclusive of provisions, transitory accounts and non-current/current financial liabilities, i.e. negative changes in Fair Value of the hedging instruments) with regard to the total assets calculated according to the method in Article 13, §1, 2°, of the RREC RD.
An one-person private company with limited liability.
Regulation (EU) no. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories
This is the Estimated Rental Value on an annual basis used by the Property Expert in valuation reports.
The regulated market of Euronext Brussels NV.
The public limited company incorporated under Belgian law Euronext Brussels NV, having its registered office at Markiesstraat 1, box 1, 1000 Brussels, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0242.100.122 (Brussels Legal Persons' Register, Registry of the Brussels Dutch-speaking Commercial Court), The Belgian market company that runs Euronext Brussels.
Ernst & Young Advisory Services. The limited cooperative partnership having its registered office at De Kleetlaan 2, 1831 Diegem, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0467.239.793 (Brussels Legal Persons' Register, Registry of the Brussels Dutchspeaking Commercial Court).
The amount for which a property can be exchanged between well informed, independent parties who are prepared for a transaction, with deduction of transfer taxes or registration fees from the seller's perspective.
The internal staff member of the company who keeps the accounts.
The private limited liability company incorporated under Belgian law Fontenelle BVBA, having its registered office at Diamantlaan 24, 1030 Brussel, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0462.347.332 (Brussels Legal Persons' Register, Registry of the Brussels Dutch-speaking Commercial Court).
The Belgian Financial Services and Markets Authority.
The Belgian Corporate Governance Code for listed companies of 2009, drawn up by the Corporate Governance Commission and posted on: http://www.corporategovernancecommittee.be/library/documents/ final%20code/CorporateGovNLCode2009.pdf.
Qrf City Retail and its Perimeter Companies.
International Accounting Standards Board.
International Financial Reporting Interpretations Committee.
International Financial Reporting Standards, the accounting standard according to which RRECs are required to report pursuant to Article 28 of the RREC Act.
Net Asset Value per share according to IFRS. This value corresponds to the net value per share within the meaning of Article 2, 23° of the RREC Act.
The public limited company incorporated under Belgian law ING Belgium, having its registered office at Marnixlaan 24, 1000 Brussels, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0403.200.393 (Brussels Legal Persons' Register, Registry of the Brussels French-speaking Commercial Court).
This value is equal to the amount at which a property could change hands between well informed parties, agreeing and acting under normal competition circumstances. The market value is inclusive of any registration fees and notary's fees or VAT (in case of a purchase subject to VAT).
The private limited company Jufra BVBA, having its registered office at Klei 172, 1745 Opwijk, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0885.824.190 (Brussels Legal Persons' Register, Registry of the Brussels Dutch-speaking Commercial Court).
KBC Securities NV, having its registered office at Havenlaan 2, 1080 Brussel, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0437.060.521 (Brussels Legal Persons' Register, Registry of the Brussels Dutch-speaking Commercial Court).
The market value is the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion.
The investment value minus the registration fees and notary's fees or VAT.
The proportion of Contractual Rent on an annual basis, with regard to the Contractual Rentals on an annual basis plus the Estimated Rent of vacant premises on an annual basis.
The proportion of the gross dividend per share divided by the EPRA earnings per share.
The company in which the RREC directly or indirectly holds more than 25% of the shares (including its subsidiaries as defined in Article 6, 2°, of the Companies Code).
The person or persons who exclusively or jointly control an RREC within the meaning of Article 2, 13° of the RREC Act; de Promoter van Qrf City Retail is Quares REIM Retail NV.
Cushman & Wakefield.
Quares Property Management NV.
The partnership which has adopted the form of a cooperative company PriceWaterhouseCoopers Bedrijfsrevisoren BV o.v.v.e. CVBA, having its registered office at Woluwedal 18, 1932 Sint-Stevens-Woluwe, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0429.501.944 (Brussels Legal Persons' Register, Registry of the Brussels Dutch-speaking Commercial Court).
The limited equity partnership incorporated under Belgian law Qrf, a public Regulated Real Estate Company under Belgian law, having its registered office at Museumstraat 11/211, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0537.979.024 (Antwerp Legal Persons' Register, Antwerp section).
The public limited company incorporated under Belgian Qrf Management NV, having its registered office at Leopold de Waelplaats 8/1, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0537.925.079 (Antwerp Legal Persons' Register, Antwerp section).
The private limited company incorporated under Dutch law Qrf Nederland BV, having its registered office at Emmalaan 25, 1075 AT Amsterdam, registered in the Chamber of Commerce with number 68633181.
The limited cooperative partnership Quares Holding CVBA, having its registered office at Leopold de Waelplaats 8, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0881.077.526 (Antwerp Legal Persons' Register, Antwerp section).
The public limited company incorporated under Belgian law Quares Property Management NV, having its registered office at Schaliënhoevedreef 20 J, 2800 Mechelen, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0466.781.717 (Antwerp Legal Persons' Register, Mechelen section).
Quares Real Estate Investment Management NV, having its registered office at Leopold De Waelplaats 8, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0872.236.569 (Antwerp Legal Persons' Register, Antwerp section).
The public limited company incorporated under Belgian law Quares Real Estate Investment Management Retail NV, abbreviated as Quares REIM Retail, having its registered office at Leopold de Waelplaats 8, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0880.915.101 (Antwerp Legal Persons' Register, Antwerp section).
The public limited company incorporated under Belgian law Quares Residential Agency NV, having its registered office at Leopold de Waelplaats 8, 2000 Antwerp, registered in the Kruispuntbank van Ondernemingen [Central Business Register] under company number VAT BE 0864.379.371 (Antwerp Legal Persons' Register, Antwerp section).
The arithmetic sum of the rental income, after rent reductions, effectively or contractually invoiced by Qrf City Retail, over the period of (a part of) a financial year.
Mr Preben Bruggeman, also the CFO of City Retail.
Regulated Real Estate Company, a company set up for a specificed period, which carries out exclusively an activity consisting of providing properties to users, directly or through a company in which it has a shareholding interest, or where appropriate, owns property, licensed as such by the FSMA and regulated by the RREC Act and the RREC RD.
The Regulated Real Estate Company Act of 12 May 2014.
The Royal Decree of 13 July 2014 on regulated real estate companies.
The shares, dematerialized or registered, without par value, with voting rights, which represent the capital, issued by Qrf City Retail.
Qrf Management NV.
The transfer of ownership of a property is in theory subject to the collection, by the State, of transfer charges, which constitute the largest part of the transaction costs. The amount of these fees depends on the method of transfer, the capacity of the buyer and the geographic location of the property.
Qrf Comm. VA Museumstraat 11/211 B-2000 Antwerp Tel. + 32 3 233 52 46
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