Quarterly Report • Aug 25, 2022
Quarterly Report
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FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2022
| Key Financials | 2 |
|---|---|
| Aroundtown | 4 |
| Key Achievements | 6 |
| Aroundtown's Quality Portfolio | 9 |
| Capital Markets | 20 |
| Notes on Business Performance | 21 |
|---|---|
| Alternative Performance Measures | 37 |
| Responsibility Statement & Disclaimer | 42 |
| Interim consolidated statement of profit or loss | 43 |
|---|---|
| Interim consolidated statement of other comprehensive income | 44 |
| Interim consolidated statement of financial position | 45 |
| Interim consolidated statement of changes in equity | 47 |
| Interim consolidated statement of cash flows | 49 |
| Notes to the interim consolidated financial statements | 51 |
|---|---|
| -------------------------------------------------------- | ---- |
| in € millions unless otherwise indicated | Jun 2022 | Dec 2021 |
|---|---|---|
| Total Assets | 39,020.2 | 39,383.1 |
| Total Equity | 18,860.1 1) | 19,156.4 |
| Investment property | 29,568.6 | 29,115.9 |
| Investment property of assets held for sale | 843.9 | 1,009.3 |
| Cash and liquid assets 2) | 2,200.0 | 3,244.1 |
| Total financial debt 3) | 14,952.6 | 15,588.2 |
| Unencumbered assets ratio 4) | 84% | 83% |
| Equity Ratio | 48% | 49% |
| Loan-to-Value | 40% | 39% |
1) a payable of €246 million was created for dividends. This amount was not fully distributed as over one third of shareholders opted for the scrip dividend in July 2022
2) including cash and liquid assets under held for sale
3) including financial debt under held for sale
4) by rent
| in € millions unless otherwise indicated | EPRA NRV | EPRA NTA | EPRA NDV |
|---|---|---|---|
| Jun 2022 | 13,043.6 | 11,427.6 | 10,088.7 |
| Jun 2022 per share (in €) | 11.9 | 10.4 | 9.2 |
| Per share growth (dividend adjusted) |
5% | 4% | 26% |
| Per share growth | 3% | 2% | 23% |
| Dec 2021 | 13,057.5 | 11,564.0 | 8,462.5 |
| Dec 2021 per share (in €) | 11.5 | 10.2 | 7.5 |
| in € millions unless otherwise indicated | 1-6/2022 | Change | 1-6/2021 |
|---|---|---|---|
| Revenue | 789.9 | 46% | 541.4 |
| Net rental income | 612.5 | 34% | 457.8 |
| Adjusted EBITDA 1) | 510.5 | 13% | 451.9 |
| FFO I 1) 2) | 185.6 | 8% | 172.0 |
| FFO I per share (in €) 1) 2) | 0.17 | 13% | 0.15 |
| FFO II 2) | 359.8 | (34%) | 548.4 |
| ICR 3) | 5.3x | 0.6x | 4.7x |
| Profit for the period | 471.0 | 30% | 362.1 |
| EPS (basic) (in €) | 0.25 | 0% | 0.25 |
| EPS (diluted) (in €) | 0.25 | 0% | 0.25 |
1) including AT's share in companies over which AT has significant influence, excluding contributions from assets held for sale
2) including extraordinary expenses for uncollected rent due to the Covid pandemic (€45 million in H1 2022, €75 million in H1 2021)
3) reclassified during Q4 2021 to exclude the contributions from joint venture positions
The Board of Directors of Aroundtown SA and its investees (the "Company", "Aroundtown", "AT", or the "Group"), hereby submits the interim report as of June 30, 2022. The figures presented are based on the interim consolidated financial statements as of June 30, 2022, unless stated otherwise.
Aroundtown SA is a real estate company with a focus on income generating quality properties with value-add potential in central locations in top tier European cities primarily in Germany, the Netherlands and London. Aroundtown invests in commercial and residential real estate which benefits from strong fundamentals and growth prospects. Aroundtown invests in residential real estate through its subsidiary Grand City Properties S.A. ("GCP"), a publicly traded real estate company that focuses on investing in value-add opportunities predominantly in the German residential real estate market, as well as in London. As of June 30, 2022, the Group's holding in GCP is 58% excluding shares GCP holds in treasury (54%% including these shares). GCP is consolidated in AT's financials starting from July 1, 2021. The Group's unique business model and experienced management team led the Group to grow continuously since 2004.
*including development rights & invest and representing GCP at 100%
Commercial properties
Residential properties
*Map representing approx. 95% of the portfolio and 97% including central Potsdam
Aroundtown´s office assets are welldiversified and welllocated across top tier cities in Europe with a focus on Germany and the Netherlands, two of the strongest and most stable economies in Europe
On top of geographical diversification, different macroeconomic characteristics of each location provide AT with an additional layer of diversification in terms of industry exposure
AT's hotel portfolio, valued at €4.7 billion as of June 2022, is well diversified and covers a total of 1.5m sqm. The largest share of the hotel portfolio is 4-star hotels with 86%, catching the largest market share from tourism and business travel. The hotels are branded under a range of globally leading branding partners which offer key advantages such as worldwide reservation systems, global recognition, strong loyalty programs, quality perception and benefits from economies of scale.
The hotel assets are let to hotel operators which are selected according to their capabilities, track record and experience. AT's management participates in the branding decision of the hotel, applying its expertise in selecting the optimal brand. AT maintains close relations with the operators and monitors their performance on an ongoing basis, making use of its tailor-made IT/software system.
Meuse (Netherlands, Center Parcs)
Aroundtown's hotel assets are well-diversified and well-located across major European metropolitans, with a focus on Germany. The locations of AT's hotel assets benefit from a strong tourism industry since they are some of Europe's most visited cities as well as top business locations such as Berlin, Frankfurt, Munich, Cologne, Paris, Rome, Brussels, London and Vienna.
The residential portfolio is primarily held through a 58% stake in Grand City Properties ("GCP") excluding the shares GCP holds in treasury (54% including these shares) as of June 30, 2022. GCP is a leading market player in the German residential market and a specialist in value-add opportunities in densely populated areas, predominantly in Germany, as well as in London. Since July 1, 2021, GCP is consolidated in AT's financial accounts, providing the Group with a well-balanced portfolio breakdown. GCP's portfolio has a value of €9.8 billion and operates at an in-place rent of €8.2/sqm and an EPRA vacancy of 4.7%. The portfolio generates an annualized net rental income of €396 million and includes a strong value-add potential. GCP holds 66k units in its portfolio with the properties spread across densely populated areas in Germany, with a focus on Berlin, North Rhine-Westphalia and the metropolitan regions of Dresden, Leipzig and Halle, as well as London. GCP's portfolio includes a relatively small share of commercial properties which AT reclassifies into their relevant asset class. GCP puts a strong emphasis on growing relevant skills in-house to improve responsiveness and generate innovation across processes and departments. Through its 24/7 Service Center and by supporting local community initiatives, GCP established industry-leading service standards and lasting relationships with its tenants.
Largest focus is on resilient essential goods tenants and grocery-anchored properties catering strong and stable demand from local residential neighborhoods
| JUNE 2022 Office |
Investment properties (in €M) 12,043 |
Area (in k sqm) 3,738 |
EPRA vacancy 10.7% |
Annualized net rent (in €M) 484 |
In-place rent per sqm (in €) 11.6 |
Value per sqm (in €) 3,222 |
Rental yield 4.0% |
WALT (in years) 4.3 |
|---|---|---|---|---|---|---|---|---|
| Residential | 8,546 | 3,762 | 4.8% | 361 | 8.3 | 2,272 | 4.2% | NA |
| Hotel | 4,749 | 1,544 | 4.1% | 239 | 13.3 | 3,076 | 5.0% | 15.0 |
| Logistics/Other | 426 | 456 | 8.2% | 23 | 4.4 | 935 | 5.4% | 5.1 |
| Retail | 1,722 | 692 | 11.6% | 75 | 10.0 | 2,489 | 4.3% | 4.3 |
| Development rights & Invest | 2,083 | |||||||
| Total | 29,569 | 10,192 | 7.7% | 1,182 | 10.2 | 2,697 | 4.3% | 7.5 |
| Total (GCP at relative consolidation) | 25,441 | 8,448 | 8.1% | 1,015 | 10.6 | 2,780 | 4.3% | 7.6 |
| JUNE 2022 | Investment properties (in €M) |
Area (in k sqm) |
EPRA vacancy |
Annualized net rent (in €M) |
In-place rent per sqm (in €) |
Value per sqm (in €) |
Rental yield |
|---|---|---|---|---|---|---|---|
| Berlin | 6,651 | 1,561 | 6.3% | 209 | 11.5 | 4,261 | 3.1% |
| NRW | 3,920 | 2,004 | 7.9% | 181 | 7.8 | 1,956 | 4.6% |
| Dresden/Leipzig/Halle | 2,172 | 1,214 | 4.0% | 101 | 7.1 | 1,789 | 4.7% |
| London | 2,150 | 290 | 6.0% | 96 | 30.4 | 7,410 | 4.4% |
| Frankfurt | 1,931 | 550 | 13.6% | 78 | 13.4 | 3,510 | 4.1% |
| Munich | 1,903 | 556 | 8.6% | 56 | 8.5 | 3,425 | 2.9% |
| Wiesbaden/Mainz/Mannheim | 758 | 274 | 5.8% | 36 | 11.0 | 2,765 | 4.7% |
| Amsterdam | 641 | 168 | 8.0% | 27 | 13.7 | 3,811 | 4.2% |
| Hamburg/LH | 634 | 223 | 4.4% | 32 | 11.9 | 2,841 | 5.1% |
| Stuttgart/BB | 328 | 134 | 9.1% | 17 | 12.1 | 2,437 | 5.2% |
| Hannover | 286 | 156 | 13.0% | 13 | 8.3 | 1,836 | 4.7% |
| Rotterdam | 262 | 99 | 4.6% | 17 | 13.5 | 2,641 | 6.3% |
| Utrecht | 231 | 93 | 7.4% | 14 | 12.0 | 2,478 | 5.9% |
| Other | 5,619 | 2,870 | 8.8% | 305 | 9.6 | 1,959 | 5.4% |
| Development rights & Invest | 2,083 | ||||||
| Total | 29,569 | 10,192 | 7.7% | 1,182 | 10.2 | 2,697 | 4.3% |
Aroundtown's share is a constituent of several major indices such as MDAX, DAX 50 ESG, FTSE EPRA/NAREIT Index Series, FTSE Eurofirst 300, MSCI Index Series, S&P EUROPE 350, S&P EUROPE 350 ESG, STOXX Europe 600 as well as GPR 250, GPR Global Top 100 ESG and DIMAX. These inclusions are the result of Aroundtown's large market cap and high trading volumes on the Prime Standard of the Frankfurt Stock Exchange (XETRA).
The Group is proactively approaching a large investor audience in order to present its business strategy, provide insight into its progression and create awareness of its overall activities to enhance its perception in the market. AT participates in a vast amount of various national and international conferences, roadshows, oneon-one presentations and in virtual video conferences in order to present a platform for open dialogue. Explaining its unique business strategy in detail and presenting the daily operations allow investors to gain a full overview about the Group's successful business approach. The most recent information is provided on its website and open channels for communication are always provided. Currently, AT is covered by 18 different research analysts on an ongoing basis, with reports updated and published regularly.
| Placement | Frankfurt Stock Exchange |
|---|---|
| Market segment | Prime Standard |
| Trading ticker | AT1 |
| Initial placement of capital |
13.07.2015 (€3.2 per share) |
| Key index memberships |
DAX 50 ESG MDAX FTSE EPRA / NAREIT: – Global – Developed Europe – Eurozone – Germany – Green Indexes MSCI Index Series S&P Europe 350 S&P Europe 350 ESG STOXX Europe 600 GPR 250 GPR Global Top 100 ESG DIMAX |
| AS OF JUNE 30, 2022 | |
| Number of shares | 1,537,025,609 |
| Number of shares, base for share KPI calculations1) |
1) excluding suspended voting rights, including 1,098,149,388 the conversion impact of mandatory convertible notes |
| AS OF THE DAY OF THIS REPORT: | |
| Number of shares, base for share KPI calculations1) |
2) as at August 19, 2022 1,125,577,846 2) |
| Shareholder Structure2) |
Freefloat: 56% - of which Blackrock Inc. 6.2% |
| Shares held in treasury*: 29% | |
| Avisco Group: 15% | |
| *12% are held held through TLG Immobilien AG, voting rights suspended |
|
| Market cap | €4.6 bn / €3.3 bn (excl. treasury shares) |
| Six months ended June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| in € millions | ||||
| Revenue | 789.9 | 541.4 | ||
| Net rental income | 612.5 | 457.8 | ||
| Property revaluations and capital gains | 400.7 | 108.7 | ||
| Share of profit from investment in equity-accounted investees | 32.1 | 91.6 | ||
| Recurring property operating expenses 1) | (277.3) | (142.9) | ||
| Extraordinary expenses for uncollected rent 2) | (45.0) | (75.2) | ||
| Administrative and other expenses | (31.2) | (27.4) | ||
| Operating profit | 869.2 | 496.2 | ||
| Adjusted EBITDA 1) 3) | 510.5 | 451.9 | ||
| Finance expenses | (94.1) | (80.8) | ||
| Current tax expenses | (57.5) | (38.8) | ||
| FFO I before extraordinary Covid adjustment 1) 4) | 230.6 | 247.2 | ||
| FFO I 4) | 185.6 | 172.0 | ||
| FFO I per share (in €) 4) | 0.17 | 0.15 | ||
| FFO II 4) | 359.8 | 548.4 | ||
| Other financial results | (131.0) | (1.5) | ||
| Deferred tax expenses | (115.6) | (13.0) | ||
| Profit for the period | 471.0 | 362.1 |
1) excluding extraordinary expenses for uncollected rent due to the Covid pandemic
2) extraordinary expenses for uncollected rent due to the Covid pandemic
3) including AT's share in the adjusted EBITDA of companies in which AT has significant influence, excluding the contributions from commercial assets held for sale. For more details regarding the methodology, please see pages 37-41
4) including AT's share in the FFO I of companies in which AT has significant influence, excluding FFO I relating to minorities and contributions from commercial assets held for sale. For more details regarding the methodology, please see pages 37-41
| OPERATING PROFIT | Six months ended June 30, | ||
|---|---|---|---|
| 2022 | 2021 | ||
| Note | in € millions | ||
| Recurring long-term net rental income | 601.7 | 442.2 | |
| Net rental income related to properties marked for disposal | 10.8 | 15.6 | |
| Net rental income | 612.5 | 457.8 | |
| Operating and other income | 177.4 | 83.6 | |
| Revenue | (a) | 789.9 | 541.4 |
| Share of profit from investment in equity-accounted investees | (b) | 32.1 | 91.6 |
| Property revaluations and capital gains | (c) | 400.7 | 108.7 |
| Recurring property operating expenses 1) | (d) | (277.3) | (142.9) |
| Extraordinary expenses for uncollected rent 2) | (d) | (45.0) | (75.2) |
| Administrative and other expenses | (e) | (31.2) | (27.4) |
| Operating profit | 869.2 | 496.2 |
1) excluding extraordinary expenses for uncollected rent due to the Covid pandemic
2) extraordinary expenses for uncollected rent due to the Covid pandemic
AT generated €790 million of revenues in the first half of 2022 ("H1 2022"), up by 46% compared to €541 million generated in the first half of 2021 ("H1 2021"). Net rental income is the largest portion of revenues which amounted to €613 million in H1 2022, up by 34% compared to €458 million generated in H1 2021. This growth is mainly driven by the consolidation of GCP as of July 1, 2021. Excluding GCP's contribution in H1 2022, net rental income amounted to €418 million, reflected a decrease of 9% year-overyear. This decrease is mainly driven by €1.8 billion of disposals closed between the two periods, as well as approx. €1.1 billion disposals in H1 2021 which had a full period impact only in H1 2022. The impact from disposals were partially offset by the likefor-like net rental income growth. Excluding hotels, AT recorded a like-for-like net rental income growth of 2.9% as of June 2022. Including hotels, the total like-for-like amounted to 2.3% which is comprised of positive 2.7% in-place rent like-for-like and negative 0.4% occupancy like-for-like. The in-place rent like-for-like growth was supported by CPI indexation adjustments as the commercial portfolio has mainly CPI-indexed or step-up rents, thus offsetting cost inflation. Additionally, the strong operational results of the residential portfolio supported the like-for-like growth. With regards to the hotel portfolio, as the tourism industry was significantly impacted by the Covid-19 pandemic, there were no rent increases in the hotel portfolio, resulting in a stable rent like-forlike of 0% for the standalone hotel portfolio.
AT generated €177 million of operating and other income in H1 2022, up by 112% compared to €84 million generated in H1 2021, mainly due to the consolidation of GCP and additionally impacted by cost inflation. This income is mainly linked to ancillary expenses that are reimbursed by tenants such as utility costs (heating, energy, water, insurance, etc.) and charges for services provided to tenants (cleaning, security, etc.). The lease structures in residential real estate have a higher share of ancillary expenses compared to commercial real estate where net lease structures are more prevalent and more of these costs are directly incurred by the tenants. As a result, the increase in operating and other income was higher than the increase in net rental income following the consolidation of GCP. The increase in operating and other income is correlated with the increase in purchased services as explained below.
AT further breaks down its net rental income into the recurring long-term net rental income and net rental income generated by properties marked for disposal. Since AT intends to dispose the held-for-sale properties, AT views their contribution as non-recurring and therefore presents this in a separate line item. The net rental income from held-for-sale properties and disposed properties amounted to €11 million in H1 2022, lower compared to €16 million in H1 2021, mainly as the disposed and held-forsale assets balance in the current period included higher non-income generating development rights sold at high gains. Correspondingly, the recurring long-term net rental income amounted to €602 million in H1 2022, higher by 36% compared to €442 million in H1 2021. The recurring long-term net rental income also includes rent from properties classified as development rights & invest which is excluded in the run rate.
AT completed approx. €625 million of disposals in H1 2022. Disposals that are signed but not closed amount to over €630 million.
(b) Share of profit from investment in equity-accounted investees
Share of profit from investment in equity-accounted investees amounted to €32 million in H1 2022, lower compared to €92 million recorded in H1 2021. This item represents AT's share of profits from investments which are not consolidated in AT's financial statements, but over which AT has significant influence. Prior to the consolidation of GCP as of July 1, 2021, GCP was the main contributor to this line item. Therefore, the result in H1 2021 included GCP's profits and accordingly was significantly higher than the result in H1 2022. The main equity-accounted investee as of June 2022 is the investment in Globalworth Real Estate Investments Limited ("Globalworth" or "GWI"), a leading publicly listed office landlord in the Polish and Romanian markets. The recurring contribution of the investees to adjusted EBITDA and FFO I were €24 million and €18 million in H1 2022, compared to €83 million and €55 million in H1 2021, respectively.
AT recorded €401 million of property revaluations and capital gains in H1 2022, higher than €109 million recorded in H1 2021. The higher amount in H1 2022 is mainly due to the consolidation of GCP whereas GCP was accounted for as an equity-accounted investee in H1 2021. During H1 2022, over 70% of the portfolio was revalued. The property values increased on a likefor-like basis by 2.0% including capex (1.2% net of capex). AT revaluates its portfolio at least once a year, performed externally by independent and qualified valuers.
AT completed approx. €625 million of disposals in H1 2022 with a margin of 7% above book value which was recorded as a capital gain in the amount of €42 million. The disposal margin over total costs including capex was 39%. 36% of disposals were offices, 27% were hotels, 18% were development and 19% were retail and logistics/other. Approx. two thirds were located in Berlin while the remaining were located in Hamburg, Stuttgart, Dresden and noncore locations across the UK, Netherlands and Germany. Disposals at book value validate the portfolio's valuations. The disposal proceeds fuel the Company`s liquidity, partially for the share buyback program and mainly having a net impact of reducing leverage.
As of June 2022, the portfolio reflects an average value of €2,697 per sqm and net rental yield of 4.3%, compared to €2,614 per sqm and 4.4% as of December 2021. This average value is significantly below the replacement costs (including land cost) which reflects the defensive valuation of the portfolio, also taking into consideration the recent disposals at book value.
Recurring property operating expenses amounted to €277 million in H1 2022, higher compared to €143 million recorded in H1 2021, mainly driven by the consolidation of GCP, mirroring the growth of the operating and other income. Excluding GCP's contribution, recurring property operating expenses increased as a result of cost inflation, partially offset by the disposals. The main portion of property operating expenses are ancillary expenses and purchased services which are mainly recoverable from tenants such as utility costs (heating, energy, water, insurance, etc.), charges for services provided to tenants (cleaning, security, etc.) and other services contracted in relation to the management of properties. Property operating expenses additionally include maintenance and refurbishment costs, operating personnel expenses, depreciation and amortization and various operating costs such as marketing, letting and legal fees. Overall, these expenses increased year-over-year mainly due to the consolidation of GCP and cost inflation. AT has seen cost inflation mainly in costs for personnel, external services and IT. Additionally, AT has conservatively recorded a provision for utility expenses which may potentially not be recovered as part of the future settlement for higher energy costs. Operational efficiencies achieved in the portfolio through like-for-like improvements as well as through disposal of properties with relatively higher cost structures partially offset the cost inflation.
Property operating expenses include non-recurring extraordinary expenses for uncollected rent, which amounted to €45 million in H1 2022 compared to €75 million in H1 2021. AT created extraordinary expenses for uncollected rent in response to the impact of the Coronavirus pandemic, especially affecting the hotel industry. The extraordinary expenses recorded during H1
2022 were relatively lower compared to H1 2021 as the market was under a full lockdown for the most of H1 2021. However, the rent collection in Q1 2022 was still heavily impacted by restrictions and increasing infection rates. Q2 2022 showed signs of recovery as restrictions have been lifted but profitability in the hotel industry was adversely impacted by cost inflation in utilities (in particular in energy costs) and staff (including staff shortages), as well as supply chain disruptions.
AT recorded €31 million of administrative and other expenses in H1 2022, higher compared to €27 million in H1 2021, mainly as a result of the consolidation of GCP. Excluding GCP's contribution, administrative and other expenses were lower mainly due to higher efficiency, partially offset by general cost inflation. These expenses consist mainly of administrative personnel expenses, fees for legal, professional, accounting and audit services, as well as sales, marketing and other administrative expenses.
| NET PROFIT | Six months ended June 30, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Note | in € millions | |||
| Operating profit | 869.2 | 496.2 | ||
| Finance expenses | (a) | (94.1) | (80.8) | |
| Other financial results | (b) | (131.0) | (1.5) | |
| Current tax expenses | (c) | (57.5) | (38.8) | |
| Deferred tax expenses | (c) | (115.6) | (13.0) | |
| Profit for the period | (d) | 471.0 | 362.1 | |
| Profit attributable to: | ||||
| Owners of the Company | 281.8 | 297.9 | ||
| Perpetual notes investors | 58.5 | 46.3 | ||
| Non-controlling interests | 130.7 | 17.9 | ||
| Basic earnings per share (in €) | (d) | 0.25 | 0.25 | |
| Diluted earnings per share (in €) | (d) | 0.25 | 0.25 | |
| Weighted average basic shares (in millions) | 1,111.6 | 1,178.6 | ||
| Weighted average diluted shares (in millions) | 1,113.0 | 1,179.8 | ||
| Profit for the period | 471.0 | 362.1 | ||
| Total other comprehensive income for the period, net of tax | (d) | 11.1 | 37.4 | |
| Total comprehensive income for the period | (d) | 482.1 | 399.5 |
Finance expenses amounted to €94 million in H1 2022, higher compared to €81 million in H1 2021, mainly due to the consolidation of GCP. Excluding GCP's contribution, finance expenses were lower due to repayment of debt in 2021 and H1 2022. The finance expenses mainly include net interest on bank loans and bonds. The main changes in the debt position between the two periods were the following: AT has repaid €2.6 billion of debt, issued new debt with a total amount of €1.3 billion and consolidated €4.5 billion of debt from GCP. The repaid debt had a cost of debt of 1.6% while the issued and consolidated debt had a cost of debt of 0.9%, thus contributing towards lowering the cost of debt to 1.2% in June 2022 from 1.4% in June 2021. AT maintains a long average debt maturity of 5.4 years and has no significant debt maturities until 2025. Furthermore, AT has a high hedging ratio of 98% as of June 2022, providing a strong hedge against rising interest rates.
Other financial results amounted to an expense of €131 million in H1 2022, higher compared to an expense of €2 million in H1 2021, partially due to the consolidation of GCP since July 2021. Other financial results are composed mainly of items that are non-recurring and/or non-cash with fluctuating values and thus the result varies from one period to another. Other financial results during H1 2022 were mostly attributable to net changes in the fair value of financial assets and liabilities including derivative financial instruments which were negatively impacted by the market environment driven by the volatility in financial markets and changes in yields and foreign exchange rates. Particularly, the increase in yields and volatility negatively impacted the net fair value of interest hedging instruments while the hedged debt is booked at amortized cost. If AT's bonds would be booked at mark to market, the effect on the other financial results would be an income of several hundreds of millions of euros which would more than offset these expenses. Furthermore, derivatives were impacted by an inflation indexation hedging instrument on a couple of AT's bonds. As the inflation has increased in H1 2022 more than the pre-determined hedged level, an expense was recorded in the other financial results line, partially offset by an increase on the revenues line coming from inflation indexed leases. The item includes also changes in contingent liabilities relating to the takeover of TLG.
Additionally, other financial results included costs incurred as a result of over €770 million of debt repayments in H1 2022 to optimize the debt profile. Other financial results also include expenses relating to currency hedging and bank fees among others.
AT recorded current tax expenses of €58 million in H1 2022, higher compared to €39 million expense in H1 2021, mainly due to the consolidation of GCP. Current tax expenses are comprised of corporate income taxes and property taxes. Deferred tax expenses amounted to €116 million in H1 2022, higher compared to €13 million in H1 2021, mainly due to higher revaluation gains for properties with over 30% tax rate, partially offset by positive tax impact relating to negative changes in the fair value of financial derivatives.
AT generated a net profit of €471 million in H1 2022, higher compared to €362 million generated in H1 2021, mainly due to consolidation of GCP, higher revaluation gains and lower extraordinary expenses for uncollected rent, offsetting higher non-recurring expenses in other financial results. The shareholders' profit amounted to €282 million in H1 2022, lower compared to €298 million in H1 2021. The profit attributable to non-controlling interests increased from €18 million in H1 2021 to €131 million in H1 2022, mainly due to the minorities as a result of the consolidation of GCP. AT's economic holding rate in GCP during H1 2022 was 52% on average (58% at the end of June 2022). Profit attributable to perpetual notes investors increased from €46 million in H1 2021 to €59 million in H1 2022 mainly due to the consolidation of GCP.
AT generated basic and diluted earnings per share of €0.25 in H1 2022, stable compared to €0.25 per share recorded in H1 2021. Per share KPI's were supported by a 6% decrease in the average share count between the periods, driven by the share buyback program, partially offset by the impact of scrip dividend issued during 2021.
AT generated total comprehensive income of €482 million in H1 2022, higher compared to €400 million in H1 2021, due to increase in profits, offsetting the decrease in total other comprehensive income from €37 million in H1 2021 to €11 million in H1 2022 due to currency fluctuations.
| Six months ended June 30, | |||
|---|---|---|---|
| 2022 | 2021 | ||
| in € millions | |||
| Operating profit | 869.2 | 496.2 | |
| Total depreciation and amortization |
9.0 | 3.3 | |
| EBITDA | 878.2 | 499.5 | |
| Property revaluations and capital gains |
(400.7) | (108.7) | |
| Share of profit from investment in equity-accounted investees |
(32.1) | (91.6) | |
| Other adjustments incl. one-off expenses related to TLG merger 1) |
3.9 | 3.4 | |
| Contribution of assets held for sale |
(8.0) | (9.0) | |
| Add back: Extraordinary expen ses for uncollected rent 2) |
45.0 | 75.2 | |
| Adjusted EBITDA before JV contribution 3) |
486.3 | 368.8 | |
| Contribution of joint ventures' adjusted EBITDA 4) |
24.2 | 83.1 | |
| Adjusted EBITDA | 510.5 | 451.9 |
1) other adjustment is expenses related to employees' share incentive plans
Adjusted EBITDA is a key performance measure used to evaluate the operational results of the Group, derived by deducting from the EBITDA non-operational items such as revaluation gains, capital gains, extraordinary expenses and other adjustments. Additionally, in order to mirror the recurring operational results of the Group, the share of profit from investment in equity-accounted investees is subtracted as this also includes the Group's share in non-operational and non-recurring profits generated by these investees. Instead, to reflect their operational earnings, AT includes in its adjusted EBITDA its share in the adjusted EBITDA generated by investments where the Group has a significant influence in according with its economic holding rate over the period. Prior to the third quarter of 2021, this line item was mostly attributed to AT's share in GCP's adjusted EBITDA, however, starting from July 1, 2021, GCP is consolidated in AT's financial accounts.
AT generated an adjusted EBITDA before JV contribution of €486 million in H1 2022, up by 32% compared to €369 million generated in H1 2021, mainly due to the consolidation of GCP, supported by like-for-like net rental income growth of 2.3%, overall offsetting the disposal and cost inflation impact. Higher rents from higher CPI indexation adjustments more than offset the higher costs due to inflation. Excluding GCP, adjusted EBITDA before JV contribution decreased 9% year-over-year mainly due to the disposal activity. Including joint venture positions' adjusted EBITDA contribution, the Group generated an adjusted EBITDA of €511 million in H1 2022, up by 13% compared to €452 million generated in H1 2021, mainly driven by the full contribution of GCP in H1 2022 as opposed to its relative contribution in H1 2021, offsetting the disposal impact. Adjusted EBITDA excludes the effect of extraordinary expenses for uncollected rent. Including this effect, adjusted EBITDA, Covid adjusted amount to €466 million in H2 2022, higher by 24% compared to €377 million in H1 2021.
The adjusted EBITDA accounts for other adjustments in the amount of €4 million in H1 2022 mainly related to non-cash expenses for employees' share incentive plans and other oneoff costs related to the merger process with TLG. Furthermore, AT conservatively does not include the contributions from commercial properties marked for disposal since they are intended to be sold and therefore, their contributions are non-recurring. The adjustment amounted to €8 million in H1 2022, lower compared to €9 million in H1 2021.
| Six months ended June 30, | |||
|---|---|---|---|
| 2022 | 2021 | ||
| in € millions | |||
| Adjusted EBITDA before JV contribution | 486.3 | 368.8 | |
| Finance expenses | (94.1) | (80.8) | |
| Current tax expenses | (57.5) | (38.8) | |
| Contribution to minorities 1) | (66.3) | (14.1) | |
| Adjustments related to assets held for sale 2) | 2.6 | 3.8 | |
| Perpetual notes attribution | (58.5) | (46.3) | |
| FFO I before JV contribution 3) | 212.5 | 192.6 | |
| Contribution of joint ventures' FFO I 4) | 18.1 | 54.6 | |
| FFO I before extraordinary Covid adjustment | 230.6 | 247.2 | |
| FFO I per share before extraordinary Covid adjustment (in €) | 0.21 | 0.21 | |
| Extraordinary expenses for uncollected rent 5) | (45.0) | (75.2) | |
| FFO I | 185.6 | 172.0 | |
| FFO I per share (in €) | 0.17 | 0.15 | |
| Weighted average basic shares (in millions) 6) | 1,111.6 | 1,178.6 | |
| FFO I | 185.6 | 172.0 | |
| Result from the disposal of properties 7) | 174.2 | 376.4 | |
| FFO II | 359.8 | 548.4 |
1) including the minority share in TLG's and GCP's FFO
Funds from Operations I (FFO I) is an industry standard performance indicator, reflecting the recurring operational profitability. FFO I starts by deducting the finance expenses, current tax expenses and the contribution to perpetual notes from the adjusted EBITDA. The calculation further includes the relative share in the FFO I of joint venture positions and excludes the share in minorities' operational profits. Prior to the third quarter of 2021, adjustment for joint venture positions included AT's share in GCP's FFO I. Starting from July 1, 2021, GCP is consolidated in AT's financial accounts and the minority share in GCP's FFO I is deducted instead. Furthermore, AT makes an adjustment related to assets held for sale.
In addition, AT provides the FFO II, which is an additional key performance indicator used in the real estate industry to evaluate the operational recurring profits including the disposal gains during the relevant period.
The Group generated in H1 2022 an FFO I before extraordinary Covid adjustment of €231 million, lower by 7% compared to €247 million in H1 2021. The like-forlike net rental income growth and the increased stake in GCP's and TLG's recurring operational profits were offset by the impact of disposals. FFO I per share before extraordinary Covid adjustment amounted to €0.21, stable compared to €0.21 per share in H1 2021. The decline in the absolute amount due to disposals was offset as a result of the ongoing share buyback program. The FFO I per share before extraordinary Covid adjustment of €0.21 in H1 2022 is 5% higher than the €0.20 per share in H1 2020 and 11% higher than €0.19 per share in H1 2019, reflecting the strong impact of the share buyback program initiated since the pandemic, and validated the value creation on per share basis of the business, excluding the impact of the extraordinary Covid adjustment.
The consolidation of GCP has no material impact on FFO I as this figure previously already included AT's share in GCP's FFO I. However, the increased holding rate in GCP reduced the minorities.
The contribution from commercial properties held for sale, which is excluded from the FFO I, amounted to €5.4 million in H1 2022, stable compared to €5.2 million in H1 2021.
Including the extraordinary expenses for uncollected rent due to the Covid pandemic, which amounted to €45 million in H1 2022, lower than €75 million in H1 2021, FFO I amounted to €186 million in H1 2022, 8% higher than €172 million in H1 2021. Since the pandemic, AT has freed up funds from disposals and used the proceeds to repay debt with higher cost of debt and buyback shares with a deep discount to NTA. This capital recycling strategy contributed towards a relatively higher growth in the per share amount. As a result, the FFO I per share amounted to €0.17 in H1 2022, 13% higher than €0.15 per share in H1 2021.
AT recorded an FFO II of €360 million in H1 2022, 34% lower than €548 million recorded in H1 2021, due the relatively lower disposal activity in H1 2022. During H1 2022, AT completed approx. €625 million of disposals. In comparison, AT competed approx. €1.1 billion of disposals in H1 2021. High gains over cost value demonstrates AT's strong track record in economic profit and value creation across its portfolio.
| Six months ended June 30, | ||
|---|---|---|
| 2021 2022 |
||
| in € millions | ||
| Net cash from operating activities |
399.5 | 233.8 |
| Net cash (used in) from investing activities |
(121.7) | 516.8 |
| Net cash used in financing activities |
(1,289.2) | (822.2) |
| Net changes in cash and cash equivalents |
(1,011.4) | (71.6) |
| Cash and cash equivalents as at the beginning of the year |
2,873.0 | 2,692.1 |
| Other changes* | 12.0 | 8.0 |
| Cash and cash equivalents as at the end of the period |
1,873.6 | 2,628.5 |
* including change in balance of assets held for sale and movements in exchange rates on cash held
€400 million of net cash was provided by operating activities during H1 2022, higher by 71% compared to €234 million that was provided during H1 2021. This was mainly due to the growth in operational profits, offsetting the impact of disposals, driven by the consolidation of GCP and 2.3% like-for-like net rental income growth, as well as lower amount of extraordinary provisions due to the Covid pandemic.
€122 million of net cash was used in investing activities during H1 2022, compared to €517 million that was received during H1 2021. Approx. €530 million of cash was used for acquisition of assets, capex investments, prepayments for real estate transactions and investment in investees. On the other hand, approx. €420 million cash was received from disposals (including deposits), net of vendor loans granted.
€1.3 billion of net cash was used in financing activities during H1 2022, compared to €0.8 billion that was used in H1 2021. The main cash uses during H1 2022 were the repayment & redemption of debt for over €770 million, share buyback of €171 million and acquisition of shares in GCP in the amount of €255 million.
As a result, AT utilized its large cash balance from year-end 2021 and used €1.0 billion of net cash during H1 2022. Including other liquid assets, AT's liquidity position amounts to €2.2 billion at the end of June 2022 which is 15% of total debt position.
| Jun 2022 | Dec 2021 | ||
|---|---|---|---|
| Note | in € millions | ||
| Total Assets | (a) | 39,020.2 | 39,383.1 |
| Non-current assets | (a) | 34,662.7 | 33,854.2 |
| Investment property | (b) | 29,568.6 | 29,115.9 |
| Goodwill and intangible assets |
(c) | 1,715.3 | 1,717.3 |
| Investment in equity accounted investees |
(d) | 1,245.4 | 1,222.5 |
| Other non-current assets | (e) | 1,427.6 | 1,189.1 |
Total assets amounted to €39.0 billion at the end of June 2022, 1% lower compared to €39.4 billion at year-end 2021, mainly due to debt optimization activities during the first half of 2022, utilizing the high cash balance. Non-current assets amounted to €34.7 billion at the end of June 2022, 2% higher compared to €33.9 billion at year-end 2021, mainly due to value creation and portfolio investments, offsetting the impact of disposals.
Investment property is the largest item under non-current assets and amounted to €29.6 billion at the end of June 2022, 2% higher compared to €29.1 billion at year-end 2021. Like-for-like value growth of 2% (including €210 million of capex investments) and acquisitions of approx. €360 million were the main drivers of this growth, offsetting the impact of disposals. The acquisitions were mainly residential properties in Berlin and London through GCP. The stability of the portfolio is driven by operational improvements and asset quality. The portfolio has multiple growth drivers due to its strong characteristics which can reduce the impact of external variables such as yield movements to some extent. The Group has a large scale, well-balanced and quality portfolio with a focus on strong asset types in top tier cities, which was strengthened with the consolidation of GCP during 2021.
Goodwill and intangible assets amounted to €1.7 billion at the end of June 2022, stable compared to €1.7 billion at year-end 2021. The goodwill amount comprises €863 million goodwill created as a result of the consolidation of GCP and €822 million goodwill related to the TLG takeover.
Investment in equity-accounted investees amounted to €1.25 billion, slightly higher compared to €1.22 billion at year-end 2021. This line item represents the Group's long-term investment in joint ventures in which the Group has a significant influence, but which are not consolidated. The largest investment in this item as of June 2022, which represents nearly half of the total balance, is AT's stake in Globalworth, the leading publicly listed office landlord in Poland and Romania. The holding rate in Globalworth is slightly above 30%, indirectly held through a joint venture with CPI Property Group S.A.. The remaining balance of equity-accounted investees includes mainly several positions in real estate properties and investments in real estate related funds specialized among others in Proptech, digitalization and technology in the real estate sector, as well as yielding real estate loan funds, which work in a similar profile to the Group's loans-to-own investments and may provide future access to attractive deals, and additional investments in co-working and renewable energy solutions.
Other non-current assets are mainly comprised of vendor loans that are related to disposals, which make up only part of the total consideration of the disposals, long-term financial investments and loans-to-own assets.
Loans-to-own assets are asset-backed and yielding loans where, under certain conditions, the default of the loan will enable the Group to take over the underlying asset at a material discount. Loans-to-own assets are provided to a diverse number of property owners and sourced through the Group's wide deal sourcing network established over the years. At the end of June 2022, the loans-to-own balance amounted to approx. €550 million, of which approx. half is presented under the non-current assets and the remaining half is presented under current assets. This item comprises over 20 loans to a variety of property owners, with maturities primarily within the years 2022-2025, with an average LTV of 65%, bearing interest rates of 3%-10% and secured by the underlying property. The loansto-own are expected to be repaid in stages in the upcoming periods and will reduce the Group's leverage. Although the loans-to-own balance is a relatively small part of the Group's balance sheet, it is extending the Group's deal sourcing opportunities, which may provide attractive options for alternative acquisition opportunities.
Vendor loans, which were given to several buyers of assets that were sold, amounted to approx. €0.5 billion at the end of June 2022, with the majority being paid in instalments from 2022-2024. The vendor loans are secured against the property sold at an LTV of approx. 50% and in case of default gives AT the right to get the asset back with a significant penalty to the defaulted buyer. Due to the very low risk, the average interest rate of the vendor loans is ca. 2.5%. The future liquidity coming from the repayments of the vendor loans will reduce the Group's leverage.
The long-term financial investments amounted to over €300 million which are over a dozen of investments mainly in real estate funds and secured financial assets with the expectation for long-term yield and potentially co-investments in their attractive deals.
The other non-current assets also include long-term deposits of approx. €80 million, approx. €60 million tenant deposits which are used as a security for rent payments, approx. €60 million of receivables due to revenue straight-lining effect arising from rent-free periods granted to tenants and long-term minority position in real estate properties and other receivables.
Furthermore, non-current assets include long-term derivative financial assets, deferred tax assets and advance payments and deposits which mainly refer to advance payments for signed deals, deposits for deals in the due diligence phase and deposits for committed capex programs.
| Jun 2022 | Dec 2021 | |
|---|---|---|
| in € millions | ||
| Current assets | 4,357.5 | 5,528.9 |
| Assets held for sale 1) | 854.9 | 1,029.2 |
| Cash and liquid assets 2) | 2,200.0 | 3,244.1 |
| Trade and other receivables | 1,176.4 | 1,131.3 |
1) excluding cash in assets held for sale
2) including cash in assets held for sale, short term deposits and financial assets at fair value through profit or loss
Current assets amounted to €4.4 billion at the end of June 2022, lower than €5.5 billion at year-end 2021, mainly due to cash utilization for debt repayments, share buyback, portfolio investments and increasing the holding rate in GCP. Assets held for sale balance decreased from €1.0 billion at year-end 2021 to €0.9 billion at the end of June 2022 due to disposals, partially offset by reclassification of properties into held for sale. This balance consists of non-core and/or mature assets that are intended to be sold within the next 12 months, of which over 60% are already signed as of the date of this report. The cash and liquid assets balance amounted to €2.2 billion at the end of June 2022, lower compared to €3.2 billion at year-end 2021. The cash inflow from operations and disposals during H1 2022 reinforced the high cash balance from year-end 2021 which was utilized mostly for debt repayments and a certain amount for share buybacks.
Current assets also include €1.2 billion of trade and other receivables at the end of June 2022, increasing compared to €1.1 billion at year-end 2021. This item includes approx. €720 million of operating costs and operational rent receivables, pre-paid expenses and tax assets. Operating cost receivables relate to ancillary services to tenants and other charges billed to tenants. These services include utility costs (heating, energy, water, insurance, etc.). This balance is correlated to pre-payments for ancillary services received from tenants presented under short-term liabilities. Due to sharp increases in energy and heating costs in recent months, the Group provided tenants, where relevant, with the option to voluntarily increase ancillary payments to cover these expenses. In addition, current assets include other short-term financial assets with a maturity of less than 1 year, made up of loans-to-own assets, vendor loans and other receivables in the amount of approx. €350 million which is explained above as part of the non-current assets.
| Jun 2022 | Dec 2021 | |
|---|---|---|
| in € millions | ||
| Short- and long-term loans and borrowings from financial institutions 1) |
1,051.5 | 1,166.2 |
| Short- and long-term straight bonds, convertible bond and schuldscheins |
13,901.1 | 14,422.0 |
| Deferred tax liabilities (including those under held for sale) |
2,889.0 | 2,796.5 |
| Short- and long-term derivative financial instruments and other long-term liabilities |
831.9 | 858.4 |
| Other current liabilities 2) | 1,486.6 | 983.6 |
| Total Liabilities | 20,160.1 | 20,226.7 |
1) including loans and borrowings under held for sale
2) excluding current liability items that are included in the lines above
Total liabilities amounted to €20.16 billion at the end of June 2022, slightly lower compared to €20.23 billion at year-end 2021, mainly due to debt repayments, offset by a payable amount for dividends which were approved at the AGM prior to the end of the reporting period with payment date after the reporting period. Total debt from bank loans, bonds and schuldscheins amounted to €15.0 billion at the end of June 2022, lower compared to €15.6 billion at year-end 2021, mainly due to over €770 million of debt repayments during H1 2022, offset by €75 million new bank financings at an average maturity of 9 years with an average margin of 1.1% + Euribor. The repayments included repayments of bank loans, bonds and schuldscheins and the redemption of GCP's convertible bond. The repaid and redeemed debt had a maturity of less than 2 years, enabling to further extend the debt maturity schedule. AT has a long average debt maturity of 5.4 years with no significant maturities until 2025. Current cash and expected disposal proceeds (cash and liquid assets, expected disposal proceeds of signed but not closed and vendor loans as of June 2022) cover the debt maturities in the next 3 years, which is a testament to AT's disciplined liability management approach and reduces its dependency on shortterm liquidity which can protect the Group in the short-term from capital market volatility. In addition, the Group has additional liquidity potential from undrawn revolving credit facilities of over €1 billion with maturities mostly in 2025 and unencumbered investment properties of €24.2 billion. Given the fact that bank financing is more attractive than the bond market in the current market environment, a high balance of unencumbered assets provides the Group with additional financial flexibility.
Deferred tax liabilities amounted to €2.9 billion at the end of June 2022, higher compared to €2.8 billion at year-end 2021, mainly due to revaluation gains. Deferred tax liabilities make up 14% of total liabilities and are non-cash items that are predominantly tied to revaluation gains, calculated conservatively by assuming theoretical future property disposals in the form of asset deals and such the full corporate tax rate is applied in the relevant jurisdictions.
Short- and long-term derivative financial instruments and other long-term liabilities were lower compared to year-end 2021. The derivative financial instruments include a contingent liability created as part of the takeover of TLG.
Other current liabilities amounted to €1.5 billion at the end of June 2022, higher compared to €984 million at year-end 2021, mainly due to €246 million of dividend payable recorded at the end of June 2022. This amount was not fully distributed in cash since over one third of the shareholders opted for scrip dividend in July 2022. Nevertheless, current assets cover current liabilities comfortably by more than 2 times which is a testament to AT's disciplined working capital management.
| LOAN-TO-VALUE (LTV) | Jun 2022 | Dec 2021 |
|---|---|---|
| in € millions | ||
| Investment property 1) | 29,628.8 | 29,206.3 |
| Investment property of assets held for sale |
843.9 | 1,009.3 |
| Investment in equity-accounted investees |
1,245.4 | 1,222.5 |
| Total value (a) | 31,718.1 | 31,438.1 |
| Total financial debt 2) | 14,952.6 | 15,588.2 |
| Less: Cash and liquid assets 2) | (2,200.0) | (3,244.1) |
| Net financial debt (b) 12,752.6 |
12,344.1 | |
| LTV (b/a) | 40% | 39% |
| UNENCUMBERED ASSETS | Dec 2021 Jun 2022 |
|
|---|---|---|
| in € millions | ||
| Rent generated by unencumbered assets 3) |
1,009.1 | 998.0 |
| Rent generated by the total Group 3) | 1,196.8 | 1,197.4 |
| Unencumbered assets ratio | 84% | 83% |
| Six months ended June 30, | ||
|---|---|---|
| INTEREST COVER RATIO (ICR) | 2022 | 2021 4) |
| in € millions | ||
| Finance expenses | 94.1 | 80.8 |
| Adjusted EBITDA 5) | 494.3 | 377.8 |
| ICR 6) | 5.3x | 4.7x |
1) including advance payments and deposits and inventory - trading property, excluding right-of-use assets
AT's disciplined debt management approach, strong credit profile and high financial strength are reflected in its solid debt metrics. The LTV amounted to 40% at the end of June 2022, slightly higher than 39% at year-end 2021, mainly due to share buybacks of €171 million executed in the period, the acquisition of GCP shares in the amount of €255 million and granting partially disposal proceeds as vendor loans which will be collected in the next periods. The LTV remains well-below the internal limit of 45% set by the Board of Directors and has a significant headroom to bond covenants.
The Group's high operational profitability and financial discipline resulted in a high ICR of 5.3x in H1 2022. An unencumbered investment property ratio of 84% (by rent) with a total value of €24.2 billion (excluding held for sale assets) as of June 2022 highlights the Group's financial flexibility and provides additional liquidity potential, along with undrawn revolving credit facilities of over €1 billion.
(Reaffirmed in Dec 2021)
| Jun 2022 | Dec 2021 |
|
|---|---|---|
| in € millions | ||
| Total equity | 18,860.1 | 19,156.4 |
| of which equity attributable to the owners of the Company |
10,481.3 | 10,533.6 |
| of which equity attributable to perpetual notes investors |
4,740.1 | 4,747.7 |
| of which non-controlling interests | 3,638.7 | 3,875.1 |
| Equity ratio | 48% | 49% |
Total equity amounted to €18.9 billion at the end of June 2022, slightly lower than €19.2 billion at year-end 2021, due to the share buyback program and payables created for the dividend payout in July 2022. Shareholders' equity amounted to €10.5 billion at the end of June 2022, slightly lower compared to €10.5 billion at year-end 2021, as the comprehensive shareholders' profit and increased stake in GCP was offset by the share buyback and dividend impact. AT has made the reserves for the full amount of dividend in its equity, however, over one third of the shareholders opted for scrip dividend which will contribute to the equity base in the next quarter.
The non-controlling interests amounted to €3.6 billion at the end of June 2022, lower compared to €3.9 billion at year-end 2021, mainly due to the increased stake in GCP since year-end 2021 as this balance primarily reflects the minority stake in GCP. The economic holding in GCP increased further to 60% after the reporting period as AT participated in GCP's scrip dividend in July 2022.
The perpetual notes balance remained stable at €4.7 bil lion at the end of July 2022. Following IFRS accounting treatment, perpetual notes are classified as equity as they do not have a repayment date, coupon payments are de ferrable at the Company's discretion, they are subordinat ed to debt and do not have default rights nor covenants. The Group has €569 million of perpetual notes with call dates in January 2023, including €200 million in GCP. The options are i) to replace the notes with a new series be fore the call date, ii) to replace part of the notes with another equity content instrument, iii) to use the author ized cash allowance according to S&P (10% of the total outstanding amount within 12 months period and 25% in 10 years) which can be used in combination with other options, iv) do not call at the first call date (which will reset at a new margin plus 5-year mid-swap rate) and call the note at a later stage and v) combination of the above. Following IFRS accounting treatment, mandatory convertible notes are classified as equity attributable to the owners of the Company.
The European Public Real Estate Association (EPRA) provides three key Net Asset Value (NAV) metrics designed to provide stakeholders with the most relevant information on the fair value of the Group's assets and liabilities. With the evolving nature of their business models, real estate companies progressed into actively managed entities, engag ing in non-property operating activities, actively recycling capital and accessing capital markets for balance sheet financing. In line with these developments, EPRA has provided the market with the following three NAV KPI's: EPRA Net Reinstatement Value (EPRA NRV), EPRA Net Tangible Assets (EPRA NTA) and EPRA Net Disposal Value (EPRA NDV).
The EPRA NRV's purpose is to reflect the value of net assets required to re-build a company on a long-term basis assuming entities do not sell assets. Therefore, balance sheet items that are not expected to crystallize in normal circumstances such as the fair value move ments of financial derivatives and deferred tax liabilities are added back to the equity. Additionally, gross purchasers' costs are added back since this metric is aiming to reflect what would be needed to recreate a company through the investment markets based on its capital financing structure.
The EPRA NTA aims to reflect the tangible value of a company's net assets assuming entities buy and sell assets, crystallizing certain levels of unavoidable deferred tax liabilities. Therefore, EPRA NTA excludes intangible assets and goodwill, and adds back the portion of deferred tax liabilities that is not expected to crystallize as a result of long-term hold strategy.
The EPRA NDV provides the shareholders with the value under the scenario that a company's assets are sold or its liabilities are not held until maturity. For this purpose, it assumes that deferred taxes, financial instruments and other adjustments are calculated to the full
| Jun 2022 | Dec 2021 | |||||
|---|---|---|---|---|---|---|
| in € millions | in € millions | |||||
| EPRA NRV | EPRA NTA | EPRA NDV | EPRA NRV | EPRA NTA | EPRA NDV | |
| Equity attributable to the owners of the Company |
10,481.3 | 10,481.3 | 10,481.3 | 10,533.6 | 10,533.6 | 10,533.6 |
| Deferred tax liabilities 1) | 2,425.1 | 2,036.2 | - | 2,274.3 | 1,870.1 | - |
| Fair value measurement of derivative financial instruments 2) |
(31.2) | (31.2) | - | 113.8 | 113.8 | - |
| Goodwill in relation to TLG 3) | (822.0) | (822.0) | (822.0) | (822.0) | (822.0) | (822.0) |
| Goodwill in relation to GCP 4) | (862.9) | (862.9) | (862.9) | (862.9) | (862.9) | (862.9) |
| Intangibles as per the IFRS balance sheet 5) |
- | (24.7) | - | - | (24.7) | - |
| Net fair value of debt | - | - | 1,292.3 | - | - | (386.2) |
| Real estate transfer tax 6) | 1,853.3 | 650.9 | - | 1,820.7 | 756.1 | - |
| NAV | 13,043.6 | 11,427.6 | 10,088.7 | 13,057.5 | 11,564.0 | 8,462.5 |
| Number of shares (in millions) 7) |
1,099.3 | 1,132.7 | ||||
| NAV per share (in €) | 11.9 | 10.4 | 9.2 | 11.5 | 10.2 | 7.5 |
1) excluding significant minority share in deferred tax liabilities (DTL), as well as deferred tax assets on certain financial instruments in line with EPRA recommendations. EPRA NRV additionally includes DTL of assets held for sale
7) excluding shares in treasury and including the conversion impact of mandatory convertible notes, base for share KPI calculations
The EPRA NRV amounted to €13.0 billion at the end of June 2022, relatively stable compared to €13.1 billion at year-end 2021. The profit generation and reduction of minorities in GCP contributed positively to the EPRA KPI's, offset by the impact of share buyback and dividends. As the shares were bought back at prices significantly below NAV, the EPRA NRV per share increased by 3% from €11.5 at year-end 2021 to €11.9 at the end of June 2022 or by 5% adjusted for dividends.
The EPRA NTA amounted to €11.4 billion at the end of June 2022, slightly lower compared to €11.6 billion at year-end 2021. EPRA NTA per share increased due to the share buyback program, reflected a growth of 2% from €10.2 per share at year-end 2021 to €10.4 per share at the end of June 2022 or a growth of 4% adjusted for dividends.
The EPRA NDV amounted to €10.1 billion at the end of June 2022, 19% higher compared to €8.5 billion at year-end 2021. Due to increased capital markets volatility, the net fair value of debt was significantly lower than the book value of debt at the end of June 2022 and the difference, net of tax impact, is added back to the equity, resulting in an increase of EPRA NDV. The EPRA NDV per share increased at a higher rate of 23% from €7.5 at year-end 2021 to €9.2 at the end of June 2022 due to the share buyback program or 26% adjusted for dividends.
Aroundtown follows the real estate reporting criteria and provides Alternative Performance Measures. These measures provide more clarity on the business and enables benchmarking and comparability to market levels. In the following section, Aroundtown presents a detailed reconciliation for the calculations of its Alternative Performance Measures.
The adjusted EBITDA is a performance measure used to evaluate the operational results of the Group by deducting from the EBIT-DA, which includes the Total depreciation and amortization on top of the Operating profit, non-operational items such as the Property revaluations and capital gains and Share of profit from investment in equity-accounted investees, as well as Contributions of assets held for sale. Aroundtown adds to its adjusted EBITDA a non-recurring and/or non-cash item called Other adjustments incl. one-off expenses related to TLG merger, other adjustment being the expenses for employees' share incentive plans. In order to reflect only the recurring operational profits, Aroundtown deducts the Share of profit from investment in equity-accounted investees as this item also includes non-operational profits generated by Aroundtown's equity accounted investees. Instead, Aroundtown includes in its adjusted EBITDA its share in the adjusted EBITDA generated by investments where Aroundtown has significant influence in accordance with its economic holding rate over the period. This line item is labelled as Contribution of joint ventures' adjusted EBITDA which was renamed during 2021. Prior to the third quarter of 2021, this line item was mostly attributed to Aroundtown's share in GCP's adjusted EBITDA, however, starting from July 1, 2021, GCP is consolidated in Aroundtown's financial accounts.
Aroundtown created extraordinary expenses for uncollected rent due to Covid pandemic in response to the impact of Coronavirus on the hotel industry. Adjusted EBITDA excludes (adds back) these expenses which are called Extraordinary expenses for uncollected rent.
| Operating Profit |
|---|
| (+) Total depreciation and amortization |
| (=) EBITDA |
| (-) Property revaluations and capital gains |
| (-) Share of profit from investment in equity-accounted investees |
| (+) Other adjustments incl. one-off expenses related to TLG merger 1) |
| (-) Contribution of assets held for sale |
| (+) Add back: Extraordinary expenses for uncollected rent 2) |
| (=) Adjusted EBITDA before JV contribution 3) |
| (+) Contribution of joint ventures' adjusted EBITDA 4) |
| (=) Adjusted EBITDA |
1) other adjustment is expenses related to employees' share incentive plans 2) extraordinary expenses for uncollected rent due to the Covid pandemic
Funds from Operations I (FFO I) is an industry standard performance indicator for evaluating operational recurring profits of a real estate firm. Aroundtown calculates FFO I by deducting from the Adjusted EBITDA before JV contribution, the Finance expenses, Current tax expenses, Contribution to minorities and adds back Adjustments related to assets held for sale. Adjustments related to assets held for sale refers to finance expenses and current tax expenses related to assets held for sale. Contribution to minorities additionally include the minority share in GCP's FFO I (starting from July 1, 2021) and the minority share in TLG's FFO I excluding the contribution from assets held for sale. Aroundtown additionally deducts the Perpetual notes attribution to reach at FFO I before JV contribution. Prior to 2021, this figure did not deduct the perpetual notes attribution.
Due to the deduction of the Share of profit from investment in equity-accounted investees in the adjusted EBITDA calculation which includes the operational profits from those investments, Aroundtown adds back its relative share in the FFO I of joint venture positions in accordance with the holding rate over the period to reflect the recurring operational profits generated by those investments. This item is labelled as Contribution of joint ventures' FFO I which was renamed during 2021. Prior to the third quarter of 2021, this item was mostly attributed to Aroundtown's share in GCP's FFO I, however, starting from July 1, 2021, GCP is consolidated in Aroundtown's financial accounts. By adding this item, Aroundtown reaches to FFO I before extraordinary Covid adjustment.
Aroundtown created Extraordinary expenses for uncollected rent due to the Covid pandemic in response to the impact of Coronavirus on the hotel industry. Therefore, Aroundtown's FFO I includes these expenses.
FFO I per share before extraordinary Covid adjustment is calculated by dividing the FFO I before extraordinary Covid adjustment by the Weighted average basic shares which excludes the shares held in treasury and includes the conversion impact of mandatory convertible notes. FFO I per share is calculated by dividing the FFO I by the Weighted average basic shares which excludes the shares held in treasury and includes the conversion impact of mandatory convertible notes.
| Adjusted EBITDA before JV contribution |
|---|
| (-) Finance expenses |
| (-) Current tax expenses |
| (-) Contribution to minorities 1) |
| (+) Adjustments related to assets held for sale |
| (-) Perpetual notes attribution |
| (=) FFO I before JV contribution 2) |
| (+) Contribution of joint ventures' FFO I 3) |
| (=) FFO I before extraordinary Covid adjustment |
| (-) Extraordinary expenses for uncollected rent 4) |
FFO I Per Share Before Extraordinary Covid Adjustment and FFO I Per Share Calculation
(a) FFO I before extraordinary Covid adjustment
(b) Weighted average basic shares 1)
(=) (a/b) FFO I per share before extraordinary Covid adjustment
(d) Weighted average basic shares 1)
1) weighted average number of shares excludes shares held in treasury and includes the conversion impact of mandatory convertible notes; base for share KPI calculations
Funds form Operations II (FFO II) is an additional measurement used in the real estate industry to evaluate operational recurring profits including the impact from disposal activities. To derive the FFO II, the Results from disposal of properties are added to the FFO I. The results from disposals reflect the profit driven from the excess amount of the sale price, net of transactions costs, to cost price plus capex of the disposed properties.
FFO I
(+) Result from the disposal of properties 1)
1) the excess amount of the sale price, net of transaction costs and total costs (cost price and capex of the disposed properties)
The Loan-to-Value (LTV) is a measurement aimed at reflecting the leverage of a company. The purpose of this metric is to assess the degree to which the total value of the real estate properties can cover financial debt and the headroom against a potential market downturn. With regards to Aroundtown's internal LTV limit due to its conservative financial policy, the LTV shows as well the extent to which Aroundtown can comfortably raise further debt to finance additional growth. Total value is calculated by adding together the Investment property which includes Advance payments and deposit and Inventories – trading property but excludes the right-of-use assets, Investment property of assets held for sale and Investment in equity-accounted investees. Net financial debt is calculated by deducting the Cash and liquid assets from the Total financial debt which is a sum of Short- and long-term loans and borrowings from financial institutions and Short- and long-term straight bonds, convertible bond and schuldscheins. Cash and liquid assets are the sum of Cash and cash equivalents, Short-term deposits and Financial assets at fair value through profit or loss, as well as cash balances of assets held for sale. Aroundtown calculates the LTV ratio through dividing the Net financial debt by the Total value.
| (=) (b/a) LTV | |||
|---|---|---|---|
| (=) (b) Net financial debt | |||
| (-) Cash and liquid assets 3) | |||
| (+) Total financial debt 2) 3) | |||
| (=) (a) Total value | |||
| (+) Investment in equity-accounted investees | |||
| (+) Investment property of assets held for sale | |||
| (+) Investment property 1) |
Equity Ratio is the ratio of Total Equity divided by Total Assets, each as indicated in the consolidated financial statements. Aroundtown believes that Equity Ratio is useful for investors primarily to indicate the long-term solvency position of Aroundtown.
| Equity Ratio Calculation |
|---|
| (a) Total Equity |
| (b) Total Assets |
| (=) (a/b) Equity Ratio |
The Unencumbered assets ratio is an additional indicator to assess Aroundtown's financial flexibility. As Aroundtown is able to raise secured debt over the unencumbered asset, a high ratio of unencumbered assets provides Aroundtown with additional potential liquidity. Additionally, unencumbered assets provide debt holders of unsecured debt with a headroom. Aroundtown derives the Unencumbered assets ratio from the division of Rent generated by unencumbered assets by Rent generated by the total Group. Rent generated by unencumbered assets is the net rent on an annualized basis generated by assets which are unencumbered, including the contribution from joint venture positions but excluding the net rent from assets held for sale. In parallel, Rent generated by the total Group is the net rent on an annualized basis generated by the total Group including the contribution from joint venture positions but excluding the net rent from assets held for sale.
(a) Rent generated by unencumbered assets 1)
(b) Rent generated by the total Group 1)
(=) (a/b) Unencumbered Assets Ratio
1) annualized net rent including the contribution from joint venture positions and excluding the net rent from assets held for sale
The Interest Cover Ratio (ICR) is widely used in the real estate industry to assess the strength of a firm's credit profile. The multiple indicates the degree to which Aroundtown's operational results are able to cover its debt servicing. ICR is calculated by dividing the Adjusted EBITDA including the contributions from assets held for sale by the Finance expenses. ICR previously included the contribution from joint venture positions in both the finance expenses and adjusted EBITDA but it was reclassified during 2021 to exclude these contributions. Aroundtown additionally provides the ICR, Covid adjusted which is calculated by dividing the Adjusted EBITDA including extraordinary expenses for uncollected rent due to the Covid pandemic and the contributions from assets held for sale by the Finance expenses.
(a) Finance Expenses
1) including the contributions from assets held for sale, excluding extraordinary expenses for uncollected rent due to the Covid pandemic
(a) Finance Expenses
1) including the contributions from assets held for sale and extraordinary expenses for uncollected rent due to the Covid pandemic
The Net debt-to-EBITDA is used in the real estate industry to measure the leverage position of a company. This KPI highlights the ratio of financial liabilities to the Company's recurring operational profits and thereby indicates how much of the recurring operational profits are available to debt holders. Aroundtown calculates its Net debt-to-EBITDA ratio by dividing the Net financial debt as at the balance sheet date by the adjusted EBITDA (annualized). The Net financial debt is defined above under Loanto-Value ratio. The adjusted EBITDA (annualized) includes contributions from assets held for sale and joint venture positions and excludes extraordinary expenses for uncollected rent due to the Covid pandemic. The adjusted EBITDA (annualized) is calculated by adjusting the adjusted EBITDA to reflect a theoretical full year figure. This is done by multiplying the adjusted EBITDA of the period by 4 if it is the three-month period result, by 2 if it is the six-month period result and by 4/3 if it is the nine-month period result. For the full year, there is no adjustment made.
Aroundtown additionally provides the Net debt-to-EBITDA including perpetual notes ratio by adding its Equity attributable to perpetual notes investors as at the balance sheet date to the Net financial debt. Although AT's perpetual notes are 100% equity instruments under IFRS, credit rating agencies, including S&P, can apply an adjustment to such instruments and consider AT's perpetuals as 50% equity and 50% debt. Additionally, some equity investors may find an adjustment that adds the full balance of perpetual notes to the net debt as relevant. For enhanced transparency, AT additionally provides this KPI including the full balance sheet amount of Equity attributable to perpetual notes investors.
(a) Net financial debt 1)
(b) Adjusted EBITDA (annualized) 2)
1) including balances under held for sale
2) including the contributions from assets held for sale and joint venture positions, excluding extraordinary expenses for uncollected rent due to the Covid pandemic
(a) Net financial debt 1)
(b) Equity attributable to perpetual notes investors
(c) Adjusted EBITDA (annualized) 2)
The EPRA NRV is defined by the European Public Real Estate Association (EPRA) as a measure to highlight the value of a company's net assets on a long-term basis, assuming entities never sell assets. This KPI aims to represent the value required to rebuild the company. Aroundtown's EPRA NRV calculation begins by adding to the Equity attributable to the owners of the Company the Deferred tax liabilities which includes balances in assets held for sale and excludes significant minority share in deferred tax liabilities, as well as excluding deferred tax assets on certain financial instruments in line with EPRA recommendations. Aroundtown also adds/deducts Fair value measurement of derivative financial instruments which includes the derivative financial instruments related to interest hedging and excludes significant minority
share in derivative financial instruments. These items are added back in line with EPRA's standards as they are not expected to materialize on an ongoing and long-term basis. Aroundtown then deducts the Goodwill in relation to TLG, Goodwill in relation to GCP and adds Real estate transfer tax which is the gross purchasers' costs in line with EPRA's standards which includes Aroundtown's share in TLG's and GCP's relevant real estate transfer taxes (RETT). Following the consolidation of GCP, the goodwill recognized in relation to GCP became relevant for EPRA NRV calculations. EPRA NRV per share is calculated by dividing the EPRA NRV by the Number of shares which excludes the treasury shares and includes the conversion impact of mandatory convertible notes.
| (=) (a/b) EPRA NRV per share | |
|---|---|
| (b) Number of shares 6) | |
| (=) (a) EPRA NRV | |
| (+) Real estate transfer tax 5) | |
| (-) Goodwill in relation to GCP 4) | |
| (-) Goodwill in relation to TLG 3) | |
| (+/-) Fair value measurement of derivative financial instruments 2) | |
| (+) Deferred tax liabilities 1) | |
| Equity attributable to the owners of the Company |
The EPRA NTA is defined by the European Public Real Estate Association (EPRA) as a measure to highlight the value of a company's net tangible assets assuming entities buy and sell assets, thereby crystallizing certain levels of unavoidable deferred taxes. Aroundtown's EPRA NTA calculation begins by adding to the Equity attributable to the owners of the Company the Deferred tax liabilities which excludes the deferred tax liabilities of properties held for sale, retail portfolio, development rights & invest portfolio, GCP's portfolio cities classified as "Others" and significant minority share in deferred tax liabilities, as well as excluding deferred tax assets on certain financial instruments in line with EPRA recommendations. Aroundtown also adds/deducts Fair value measurement of derivative financial instruments which includes the derivative financial instruments related to interest hedging and excludes significant minority share in derivative financial instruments. Furthermore, Aroundtown deducts the Goodwill in relation to TLG, Goodwill in relation to GCP and Intangibles as per the IFRS balance sheet which excludes significant minority share in intangibles. Moreover, Aroundtown adds gross purchasers' cost of properties which enable RETT optimization at disposals based on track record. This figure includes Aroundtown's share in GCP's relevant RETT. The EPRA NTA per share is calculated by dividing the EPRA NTA by the Number of shares which excludes the treasury shares and includes the conversion impact of mandatory convertible notes.
| Equity attributable to the owners of the Company |
|---|
| (+) Deferred tax liabilities 1) |
| (+/-) Fair value measurement of derivative financial instruments 2) |
| (-) Goodwill in relation to TLG 3) |
| (-) Goodwill in relation to GCP 4) |
| (-) Intangibles as per the IFRS balance sheet 5) |
| (+) Real estate transfer tax 6) |
| (=) (a) EPRA NTA |
| (b) Number of shares 7) |
| (=) (a/b) EPRA NTA per share |
The EPRA NDV is defined by the European Public Real Estate Association (EPRA) as a measure that represents the shareholders' value under a disposal scenario, where deferred taxes, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. Aroundtown calculates its EPRA NDV by deducting from the Equity attributable to the owners of the Company, the Goodwill in relation to TLG and Goodwill in relation to GCP and deducting/adding the Net fair value of debt which is the difference between the market value of debt and the book value of debt, adjusted for taxes. The EPRA NDV per share is calculated by dividing the EPRA NDV by the Number of shares which excludes the treasury shares and includes the conversion impact of mandatory convertible notes.
| (=) (a/b) EPRA NDV per share |
|---|
| (b) Number of shares 3) |
| (=) (a) EPRA NDV |
| (+/-) Net fair value of debt |
| (-) Goodwill in relation to GCP 2) |
| (-) Goodwill in relation to TLG 1) |
| Equity attributable to the owners of the Company |
To the best of our knowledge, the interim consolidated financial statements of Aroundtown SA, prepared in accordance with the applicable reporting principles for financials statements, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the management report of the Group includes a fair review of the development of the business, and describes the main opportunities, risks, and uncertainties associates with the Group.
The financial data and results of the Group are affected by financial and operating results of its subsidiaries. Significance of the information presented in this report is examined from the perspective of the Company including its portfolio with the joint ventures. In several cases, additional information and details are provided in order to present a comprehensive representation of the subject described, which in the Group's view is essential to this report.
By order of the Board of Directors, August 25, 2022
Frank Roseen Executive Director
Jelena Afxentiou Executive Director
| Six months ended June 30, | Three months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Unaudited | ||||||||
| Note | in € millions | |||||||
| Revenue | 7 | 789.9 | 541.4 | 396.2 | 266.5 | |||
| Property revaluations and capital gains | 400.7 | 108.7 | 320.0 | 51.9 | ||||
| Share of profit from investment in equity-accounted investees | 32.1 | 91.6 | 13.5 | 63.7 | ||||
| Property operating expenses | (322.3) | (218.1) | (155.6) | (109.6) | ||||
| Administrative and other expenses | (31.2) | (27.4) | (16.8) | (14.3) | ||||
| Operating profit | 869.2 | 496.2 | 557.3 | 258.2 | ||||
| Finance expenses | (94.1) | (80.8) | (46.8) | (38.4) | ||||
| Other financial results | (131.0) | (1.5) | (32.5) | 25.0 | ||||
| Profit before tax | 644.1 | 413.9 | 478.0 | 244.8 | ||||
| Current tax expenses | (57.5) | (38.8) | (27.8) | (18.0) | ||||
| Deferred tax expenses | (115.6) | (13.0) | (103.7) | (11.0) | ||||
| Profit for the period | 471.0 | 362.1 | 346.5 | 215.8 | ||||
| Profit attributable to: | ||||||||
| Owners of the Company | 281.8 | 297.9 | 217.8 | 188.6 | ||||
| Perpetual notes investors | 58.5 | 46.3 | 29.4 | 23.3 | ||||
| Non-controlling interests | 130.7 | 17.9 | 99.3 | 3.9 | ||||
| Profit for the period | 471.0 | 362.1 | 346.5 | 215.8 | ||||
| Net earnings per share attributable to the owners of the Company (in €) | ||||||||
| Basic earnings per share | 0.25 | 0.25 | 0.20 | 0.16 | ||||
| Diluted earnings per share | 0.25 | 0.25 | 0.20 | 0.16 |
| Six months ended June 30, | Three months ended June 30, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||
| Unaudited | ||||||
| in € millions | ||||||
| Profit for the period | 471.0 | 362.1 | 346.5 | 215.8 | ||
| Other comprehensive income (loss): | ||||||
| Items that are or may be reclassified subsequently to profit or loss, net of tax: | ||||||
| Foreign currency translation, net of investment hedges of foreign operations | (13.9) | 13.3 | (4.6) | (12.2) | ||
| Cash flow hedges and cost of hedging | 25.0 | 14.2 | (1.2) | 3.7 | ||
| Equity-accounted investees – share of of other comprehensive income | - | 9.9 | - | 1.1 | ||
| Total comprehensive income for the period | 482.1 | 399.5 | 340.7 | 208.4 | ||
| Total comprehensive income attributable to: | ||||||
| Owners of the Company | 289.5 | 335.3 | 214.6 | 181.2 | ||
| Perpetual notes investors | 58.5 | 46.3 | 29.4 | 23.3 | ||
| Non-controlling interests | 134.1 | 17.9 | 96.7 | 3.9 | ||
| Total comprehensive income for the period | 482.1 | 399.5 | 340.7 | 208.4 |
| As at June 30, 2022 | As at December 31, 2021 | ||
|---|---|---|---|
| Unaudited | Audited | ||
| Note | in € millions | ||
| ASSETS | |||
| Property and equipment | 173.9 | 132.0 | |
| Goodwill and intangible assets | 1,715.3 | 1,717.3 | |
| Investment property | 8 | 29,568.6 | 29,115.9 |
| Advance payments and deposits | 159.6 | 155.8 | |
| Investment in equity-accounted investees | 1,245.4 | 1,222.5 | |
| Derivative financial assets | 297.2 | 236.1 | |
| Other non-current assets | 1,427.6 | 1,189.1 | |
| Deferred tax assets | 75.1 | 85.5 | |
| Non-current assets | 34,662.7 | 33,854.2 | |
| Cash and cash equivalents | 1,873.6 | 2,873.0 | |
| Short-term deposits | 55.5 | 27.5 | |
| Financial assets at fair value through profit or loss | 269.3 | 339.8 | |
| Inventories – trading property | 101.5 | 88.0 | |
| Trade and other receivables | 1,176.4 | 1,131.3 | |
| Derivative financial assets | 24.7 | 36.3 | |
| Assets held for sale | 8.2 | 856.5 | 1,033.0 |
| Current assets | 4,357.5 | 5,528.9 | |
| Total assets | 39,020.2 | 39,383.1 |
| As at June 30, 2022 | As at December 31, 2021 | |||
|---|---|---|---|---|
| Unaudited | Audited | |||
| Note | in € millions | |||
| EQUITY | ||||
| Share capital | 15.4 | 15.4 | ||
| Treasury shares | 9.2 | (3,106.6) | (2,937.3) | |
| Retained earnings and other reserves | 13,572.5 | 13,455.5 | ||
| Equity attributable to the owners of the Company | 10,481.3 | 10,533.6 | ||
| Equity attributable to perpetual notes investors | 4,740.1 | 4,747.7 | ||
| Equity attributable to the owners of the Company and perpetual notes investors | 15,221.4 | 15,281.3 | ||
| Non-controlling interests | 9.3 | 3,638.7 | 3,875.1 | |
| Total equity | 18,860.1 | 19,156.4 | ||
| LIABILITIES | ||||
| Loans and borrowings | 10.3 | 994.4 | 1,091.8 | |
| Straight bonds and schuldscheins | 10.1 | 13,679.4 | 13,934.6 | |
| Derivative financial liabilities | 346.5 | 394.7 | ||
| Other non-current liabilities | 450.7 | 433.0 | ||
| Deferred tax liabilities | 2,879.8 | 2,766.0 | ||
| Non-current liabilities | 18,350.8 | 18,620.1 | ||
| Current portion of long-term loans and loan redemptions | 52.1 | 56.2 | ||
| Straight and convertible bonds | 10.1 | 221.7 | 487.4 | |
| Dividend payable to the owners of the Company | 9.1 | 246.4 | - | |
| Trade and other payables | 805.3 | 620.9 | ||
| Tax payable | 128.3 | 112.6 | ||
| Provisions for other liabilities and accrued expenses | 280.9 | 235.3 | ||
| Derivative financial liabilities | 34.7 | 30.7 | ||
| Liabilities held for sale | 39.9 | 63.5 | ||
| Current liabilities | 1,809.3 | 1,606.6 | ||
| Total liabilities | 20,160.1 | 20,226.7 | ||
| Total equity and liabilities | 39,020.2 | 39,383.1 |
The Board of Directors of Aroundtown SA authorized these interim consolidated financial statements for issuance on August 25, 2022
Frank Roseen Executive Director
Jelena Afxentiou Executive Director
| Attributable to the owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital |
Share premium and capital reserves |
Cash flow hedge and cost of hedge reserves |
Treasury shares |
Retained earnings |
Equity attributable to the owners of the Company |
Equity attributable to perpetual notes investors |
Equity attributable to the owners of the Company and perpetual notes investors |
Non controlling interests |
Total equity |
|
| in € millions | |||||||||||
| Balance as at January 1, 2022 (audited) | 15.4 | 5,529.8 | 24.2 | (2,937.3) | 7,901.5 | 10,533.6 | 4,747.7 | 15,281.3 | 3,875.1 | 19,156.4 | |
| Profit for the period | - | - | - | - | 281.8 | 281.8 | 58.5 | 340.3 | 130.7 | 471.0 | |
| Other comprehensive income (loss) for the period, net of tax |
- | (15.6) | 23.3 | - | - | 7.7 | - | 7.7 | 3.4 | 11.1 | |
| Total comprehensive income for the period | - | (15.6) | 23.3 | - | 281.8 | 289.5 | 58.5 | 348.0 | 134.1 | 482.1 | |
| Transactions with owners of the Company | |||||||||||
| Contributions and distributions | |||||||||||
| Share buy-back program | 9.2 | - | - | - | (171.3) | - | (171.3) | - | (171.3) | - | (171.3) |
| Equity settled share-based payment | - | (1.1) | - | 2.0 | - | 0.9 | - | 0.9 | - | 0.9 | |
| Dividend distribution to the owners of the Company | 9.1 | - | (246.4) | - | - | - | (246.4) | - | (246.4) | - | (246.4) |
| Total contributions and distributions | - | (247.5) | - | (169.3) | - | (416.8) | - | (416.8) | - | (416.8) | |
| Changes in ownership interests | |||||||||||
| Initial consolidations, transactions with non-controlling interests (NCI) and dividends distributed to NCI |
9.3 | - | - | - | - | 75.0 | 75.0 | - | 75.0 | (370.5) | (295.5) |
| Total changes in ownership interests | - | - | - | - | 75.0 | 75.0 | - | 75.0 | (370.5) | (295.5) | |
| Transactions with perpetual notes investors | |||||||||||
| Payment to perpetual notes investors | - | - | - | - | - | - | (66.1) | (66.1) | - | (66.1) | |
| Total transactions with perpetual notes investors |
- | - | - | - | - | - | (66.1) | (66.1) | - | (66.1) | |
| Balance as at June 30, 2022 | 15.4 | 5,266.7 | 47.5 | (3,106.6) | 8,258.3 | 10,481.3 | 4,740.1 | 15,221.4 | 3,638.7 | 18,860.1 |
| Attributable to the owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium and capital reserves |
Cash flow hedge and cost of hedge reserves |
Treasury shares |
Retained earnings |
Equity attributable to the owners of the Company |
Equity attributable to perpetual notes investors |
Equity attributable to the owners of the Company and perpetual notes investors |
Non controlling interests |
Total equity |
|
| in € millions | ||||||||||
| Balance as at January 1, 2021 (audited) | 15.4 | 5,752.4 | (37.2) | (2,621.6) | 7,315.8 | 10,424.8 | 3,132.9 | 13,557.7 | 2,025.3 | 15,583.0 |
| Profit for the period | - | - | - | - | 297.9 | 297.9 | 46.3 | 344.2 | 17.9 | 362.1 |
| Other comprehensive income for the period, net of tax |
- | 23.2 | 14.2 | - | - | 37.4 | - | 37.4 | - | 37.4 |
| Total comprehensive income for the period | - | 23.2 | 14.2 | - | 297.9 | 335.3 | 46.3 | 381.6 | 17.9 | 399.5 |
| Transactions with owners of the Company | ||||||||||
| Contributions and distributions | ||||||||||
| Share buy-back program | - | - | - | (127.5) | - | (127.5) | - | (127.5) | - | (127.5) |
| Equity settled share-based payment | - | (0.7) | - | 1.5 | - | 0.8 | - | 0.8 | - | 0.8 |
| Dividend distribution to the owners of the Company | - | (248.7) | - | 56.3 | - | (192.4) | - | (192.4) | - | (192.4) |
| Total contributions and distributions | - | (249.4) | - | (69.7) | - | (319.1) | - | (319.1) | - | (319.1) |
| Changes in ownership interests | ||||||||||
| Share buy-back in a subsidiary | - | - | - | - | (1.0) | (1.0) | - | (1.0) | (154.2) | (155.2) |
| Transactions with non-controlling interests | - | - | - | - | (3.4) | (3.4) | - | (3.4) | (65.9) | (69.3) |
| Total changes in ownership interests | - | - | - | - | (4.4) | (4.4) | - | (4.4) | (220.1) | (224.5) |
| Transactions with perpetual notes investors | ||||||||||
| Issuance of perpetual notes, net of perpetual notes buy-back |
- | (27.0) | - | - | - | (27.0) | 364.8 | 337.8 | - | 337.8 |
| Payment to perpetual notes investors | - | - | - | - | - | - | (58.8) | (58.8) | - | (58.8) |
| Total transactions with perpetual notes investors | - | (27.0) | - | - | - | (27.0) | 306.0 | 279.0 | - | 279.0 |
| Balance as at June 30, 2021 | 15.4 | 5,499.2 | (23.0) | (2,691.3) | 7,609.3 | 10,409.6 | 3,485.2 | 13,894.8 | 1,823.1 | 15,717.9 |
| Six months ended June 30, | ||
|---|---|---|
| 2022 | 2021 | |
| Unaudited | ||
| in € millions | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit for the period | 471.0 | 362.1 |
| Adjustments for the profit: | ||
| Depreciation and amortization | 9.0 | 3.3 |
| Property revaluations and capital gains | (400.7) | (108.7) |
| Share of profit from investment in equity-accounted investees | (32.1) | (91.6) |
| Finance expenses and other financial results | 225.1 | 82.3 |
| Current and deferred tax expenses | 173.1 | 51.8 |
| Share-based payment | 2.4 | 2.5 |
| Change in working capital | (25.9) | (32.7) |
| Dividend received | 20.6 | 7.3 |
| Tax paid | (43.0) | (42.5) |
| Net cash from operating activities | 399.5 | 233.8 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from (payments for) disposals (acquisitions) of property, equipment and intangible assets, net |
(9.8) | (*) 34.5 |
| Proceeds from disposals of investment property and proceeds from investees | 421.3 | (*) 1,006.0 |
| Acquisitions of investment property and investees, investment in capex and advances paid | (463.1) | (345.4) |
| Investments in traded securities and other financial assets, net | (70.1) | (178.3) |
| Net cash (used in) from investing activities | (121.7) | 516.8 |
(*) reclassified
| Six months ended June 30, | |||
|---|---|---|---|
| Note 9.2 10.2 10.3 9.3 9.3 |
2022 | 2021 | |
| Unaudited | |||
| in € millions | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Share buy-back program | (171.3) | (127.5) | |
| Share buy-back in subsidiaries | - | (155.3) | |
| Payments to mandatory convertible notes investors | (5.6) | (5.2) | |
| Proceeds (payments) from (to) perpetual notes investors, net of buy-back | (66.1) | 279.0 | |
| Buy-back and redemption of bonds | (599.1) | (129.7) | |
| Proceeds (repayments) from (of) loans from financial institutions and others, net | (113.8) | (450.5) | |
| Amortizations of loans from financial institutions and others | (6.8) | (7.4) | |
| Transactions with non-controlling interests | (311.4) | (35.8) | |
| Dividend paid to non-controlling interests | (18.7) | - | |
| Dividend paid to the owners of the Company | - | (102.4) | |
| Proceeds from hedge relations | 108.2 | - | |
| Interest and other financial expenses paid, net | (104.6) | (87.4) | |
| Net cash used in financing activities | (1,289.2) | (822.2) | |
| Net changes in cash and cash equivalents | (1,011.4) | (71.6) | |
| Cash and cash equivalents as at January 1 | 2,873.0 | 2,692.1 | |
| Change in cash and cash equivalents held for sale | 2.1 | (1.2) | |
| Effect of foreign exchange rates changes | 9.9 | 9.2 | |
| Cash and cash equivalents as at June 30 | 1,873.6 | 2,628.5 |
Aroundtown SA (the "Company" or "Aroundtown"), a public limited liability company (Société Anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, Rue du Curé, L-1368, Luxembourg. Aroundtown's shares are listed on the Prime Standard of the Frankfurt Stock Exchange and included in the MDAX index of the Deutsche Börse (symbol: AT1).
Aroundtown is a real estate company with a focus on income generating quality properties with value-add potential in central locations in top tier European cities, primarily in Germany and the Netherlands, as well as in London. Aroundtown invests in commercial and residential real estate which benefits from strong fundamentals and growth prospects.
These interim consolidated financial statements for the sixmonth period ended June 30, 2022, consist of the financial statements of the Company and its investees (the "Group").
Aroundtown's credit rating is 'BBB+' with a stable outlook given by Standard and Poor's (S&P). The rating of 'BBB+' also applies to the Company's unsecured debt. The Group`s subordinated perpetual notes' rating is 'BBB-'.
Grand City Properties S.A.'s (a subsidiary of the Company, "GCP") corporate credit rating is 'BBB+' with a stable outlook given by S&P, and 'Baa1' given by Moody's Investors Service (Moody's). The 'BBB+' and 'Baa1' ratings also apply to the GCP's unsecured debt, and the GCP`s subordinated perpetual notes are rated 'BBB-' and 'Baa3', by S&P and Moody's, respectively.
As at June 30, 2022, and as of the date of issuance of these interim consolidated financial statements, Aroundtown's and GCP's rating remained unchanged, as described above.
Throughout the notes to the interim consolidated financial statements following definitions apply:
| The Company | Aroundtown SA |
|---|---|
| The Group | The Company and its investees |
| Subsidiaries | Companies that are controlled by the Company (as defined in IFRS 10) and whose financial statements are consolidated with those of the Company |
| Associates | Companies over which the Company has significant in fluence (as defined in IAS 28) and that are not subsidi aries. The Company's investment therein is included in the consolidated financial statements of the Company using equity method of accounting |
| Investees | Subsidiaries, jointly controlled entities and associates |
| GCP | Grand City Properties S.A. (a subsidiary of the Company; listed for trade in the Prime Standard of the Frankfurt Stock Exchange) |
| TLG | TLG Immobilien AG (a subsidiary of the Company) |
| Related parties | As defined in IAS 24 |
| The reporting period |
The six-month period ended on June 30, 2022 |
The financial position and performance of the Group were affected by the following events and transactions during the reporting period:
of Ukraine (the "Invasion" or the "Conflict"). The Invasion received wide-spread international condemnation and on March 2, 2022, the General Assembly of the United Nations, under an Emergency Special Sessions, adopted resolution A/RES/ES-11/1, among others, condemning the Invasion by Russia and demanding immediate ceasing of hostilities and withdrawal of military forces from the territory of Ukraine. As of the date of this report hostilities continue. In a reaction to Russian hostilities many nations and organizations, including Germany and the European Union (EU), have announced sanctions against Russia, Russian companies, and individuals in and from Russia. These sanctions, as well as increased uncertainty resulting from the conflict, have so far resulted in increased volatility in financial markets and increases in prices for a range of commodities, particularly in energy prices, among others. A large number of Ukrainian refugees have fled the country since the start of the conflict, seeking asylum in the EU. In response to this the EU invoked the Temporary Protection Directive (the "Directive"), granting expanded rights to Ukrainian citizens in the EU, granting such citizens residence permits in the EU for the duration of the directive as well as, among others, access to employment, accommodation, social welfare or means of subsistence, access to medical treatment, access to education for minors, and more.
The Group's operations are not directly impacted by the conflict, as neither its portfolio nor its operations have direct exposure to Ukraine or Russia. However, the Company has been impacted by the indirect consequences of the conflict. Firstly, as a result of the conflict inflationary pressures have increased, particularly on heating and energy costs, which have an impact on the operating costs of the Group. Such pressures may also have an impact on the ability of the Group's tenants to pay rent and/or for the Group to recover expenses related to recoverable expenses from tenants in the future. Furthermore, higher levels of inflation have impacted interest rates, which have risen and increased the cost of obtaining new financing, while increased volatility in the capital markets have reduced the Group's ability to raise capital at attractive prices, resulting in an increase in its cost of capital and potentially limiting its growth opportunities.
As a result of the Conflict, a large number of refugees that have entered and are expected to enter the EU. The Group expects large numbers of refugees to continue to enter Germany as the conflict continues. The large numbers of refugees are likely to result in increased strain on the residential real estate market in Germany, similar to what has been seen as a result of the height of the refugee crisis in relation to the Syrian civil war in 2015. This may further exacerbate the supply and demand mismatch, increase political pressure for home construction and higher utilization of already limited construction capacity, which may result in increased construction costs and delays, particularly if the crisis will be prolonged. The full effects are currently still unclear and will depend significantly on the duration and final outcome of the conflict as well as the distribution of refugees across the EU.
The Coronavirus pandemic, the high amount of cash injected into the market as a monetary response and the geopolitical situation around Russia and Ukraine and the subsequent disruption of the global economy have resulted in significant demand and supply shocks, which have resulted in higher inflationary pressures and supply shortages in much of 2021 and 2022. The inflationary pressure has been particularly strong in material costs and energy prices and there is uncertainty as to the development of prices in the coming periods. Higher levels of inflation particularly for materials and energy may have an impact on the Group's ability to acquire materials for capex measures at a reasonable price, increase utility costs across its operations or result in delays across the Group's operations. Furthermore, higher levels of inflation across the economy may result in higher personnel expenses and expenses for external services, which could have a negative impact on the profitability. In addition, high levels of inflation have resulted in increases in yields and volatility in capital markets, which has a negative impact on the cost of new financing for the Group on one hand and may put upward pressure on discount rates and cap rates if prolonged on the other hand, which may have a negative impact on the fair value of Group's assets.
Increases in material costs have an impact on the cost of capex projects for the Group. However, material costs generally form a relatively smaller component of total capex and maintenance expenses and a large share of capex projects are executed at the Group's discretion. These projects can
usually be deferred if costs increase to such an extent that they become uneconomical. The Group is able to offset some of these expenses due to its economies of scale. The Group believes that, while increases in costs for personnel and external services are likely to have an impact on its cost structure, rent indexation adjustments, efficiency gains, internal growth and cost recovery from tenants will be able to offset such higher expenses. Regarding higher interest rates, the Group maintains a high interest hedge ratio, with 98% of its debt protected against interest rate increases. Furthermore, due to balanced and long debt maturity schedule with no significant maturities until 2025 and a strong liquidity position, the Group does not face material refinancing risk in the near term. In addition, the Group's conservative leverage of 40%, well below the 45% limit set by the Board of Directors and higher bond covenant levels, leaves significant headroom in the event of downward portfolio revisions.
These interim consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting and are in compliance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).
These interim consolidated financial statements do not include all the information required for a complete set of IFRS financial statements and should be read in conjunction with the Group's audited annual consolidated financial statements as at and December 31, 2021. However, selected explanatory notes are included to explain events and transactions that are significant for an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended December 31, 2021.
The accounting policies adopted in the preparation of these interim consolidated financial statements, including the judgments, estimates and special assumptions that affect the application of those accounting policies, are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2021, except for the changes in accounting policies and the adoption of new standard, amendments to standards and interpretations as described in note 4.
These interim consolidated financial statements have not been reviewed by an auditor, unless otherwise indicated.
The Group's interim consolidated financial statements are presented in euro, which is also the Group's functional currency, and reported in millions of euros rounded to one decimal point, unless stated otherwise.
As at June 30, 2022, the Group's main foreign exchange rates versus the euro were as follows:
| EUR/GBP ("British Pound") |
EUR/USD ("US Dollar") |
|
|---|---|---|
| June 30, 2022 | 0.858 | 1.039 |
| June 30, 2021 | 0.858 | 1.188 |
| December 31, 2021 | 0.840 | 1.133 |
| Average rate 01-06/2022 | 0.842 | 1.093 |
| Changes (%) during the period: | ||
| Six months ended June 30, 2022 | 2.1% | (8.3%) |
| Six months ended June 30, 2021 | (4.6%) | (3.2%) |
| Year ended December 31, 2021 | (6.5%) | (7.7%) |
The following amendments were adopted for the first time in these interim consolidated financial statements, with an effective date of January 1, 2022:
The amendments replace a reference to a previous version of the IASB's Conceptual Framework with a reference to the current version issued in March 2018 without significantly changing its requirements. The amendments add an exception to the recognition principle of IFRS 3 Business Combinations to avoid the issue of potential 'day 2' gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date. The amendments also add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date.
These amendments had no impact on the interim consolidated financial statements of the Group as there were no contingent assets, liabilities and contingent liabilities within the scope of these amendments arising during the period.
The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the costs of producing those items, in profit or loss.
These amendments had no impact on the interim consolidated financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.
An onerous contract is a contract under which the unavoidable costs (for example, the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
The amendments specify that when assessing whether a contract is onerous or loss-making, an entity needs to include costs that relate directly to a contract to provide goods or services include both incremental costs (for example, the costs of direct labor and materials) and an allocation of costs directly related to contract activities (for example, depreciation of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.
These amendments had no impact on the interim consolidated financial statements of the Group.
The amendment permits a subsidiary that elects to apply paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported in the parent's consolidated financial statements, based on the parent's date of transition to IFRS, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. This amendment is also applied to an associate or joint venture that elects to apply paragraph D16(a) of IFRS 1.
These amendments had no impact on the interim consolidated financial statements of the Group as it is not a firsttime adopter.
The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other's behalf. There is no similar amendment proposed for IAS 39 Financial Instruments: Recognition and Measurement.
These amendments had no impact on the interim consolidated financial statements of the Group.
» IAS 41 Agriculture – Taxation in fair value measurements The amendment removes the requirement in paragraph 22 of IAS 41 that entities exclude cash flows for taxation when measuring the fair value of assets within the scope of IAS 41.
These amendments had no impact on the interim consolidated financial statements of the Group as it did not have assets in the scope of IAS 41 as at the reporting date.
The following amendments were adopted by the EU, with effective date of January 1, 2023:
These amendments are not expected to have a material impact on the Group.
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The following table presents the Group's financial assets and liabilities measured and presented at fair value as at June 30, 2022 and December 31, 2021 on a recurring basis under the relevant fair value hierarchy. Also presented are the Group's financial assets and liabilities measured at amortized cost for which the carrying amount materially differs from the fair value.
| As at June 30, 2022 | As at December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair value measurement using | Fair value measurement using | |||||||||||
| Carrying amount |
Total fair value |
Quoted prices in active market (Level 1) |
Significant observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
Carrying amount |
Total fair value |
Quoted prices in active market (Level 1) |
Significant observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
|||
| in € millions | in € millions | |||||||||||
| FINANCIAL ASSETS | ||||||||||||
| Financial assets at fair value through profit or loss (1) | 563.7 | 563.7 | 237.2 | 304.2 | 22.3 | 605.6 | 605.6 | 300.4 | 282.9 | 22.3 | ||
| Derivative financial assets | 321.9 | 321.9 | - | 321.9 | - | 272.4 | 272.4 | - | 272.4 | - | ||
| Total financial assets | 885.6 | 885.6 | 237.2 | 626.1 | 22.3 | 878.0 | 878.0 | 300.4 | 555.3 | 22.3 | ||
| FINANCIAL LIABILITIES | ||||||||||||
| Straight and convertible bonds and schuldscheins (2) | 13,901.1 | 11,948.1 | 11,630.7 | 317.4 | - | 14,422.0 | 14,886.6 | 14,314.5 | 572.1 | - | ||
| Derivative financial liabilities | 381.2 | 381.2 | - | 381.2 | - | 425.4 | 425.4 | - | 425.4 | - | ||
| Total financial liabilities | 14,282.3 | 12,329.3 | 11,630.7 | 698.6 | - | 14,847.4 | 15,312.0 | 14,314.5 | 997.5 | - |
(1) includes also the non-current financial assets at fair value through profit or loss
(2) the carrying amount excludes accrued interest
Level 1: the fair value of financial instruments traded in active markets (such as debt and equity securities) is based on quoted market prices at the end of the reporting period.
Level 2: the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant input required to fair value of financial instrument are observable, the instrument is included in level 2.
Level 3: if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The Group's policy is to recognized transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
There were no transfers between level 1, level 2 and level 3 during the reporting period.
When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of input such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments and is discussed further below.
The following methods and assumptions were used to estimate the fair values:
● The Company enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Interest rate and foreign exchange swap and forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation technique includes forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves.
Information reported to the Group's Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segment performance is based on Aroundtown's commercial portfolio and GCP's portfolio, and contains the segments' revenue, net operating income and property revaluation and capital gains. The Group's reportable segments under IFRS 8 are therefore as follows:
The portfolio includes mainly office and hotel properties. The Group's assets are well-diversified and well-located across top tier cities in Europe with a focus on Germany and the Netherlands.
GCP is a specialist in residential real estate, investing in value-add opportunities in densely populated areas predominantly in Germany and London. GCP's portfolio, excluding assets held for sale and properties under development, as at June 30, 2022, consists of 65 thousand units, located in densely populated areas with a focus on Berlin, North Rhine-Westphalia (Germany's most populous federal state), the metropolitan regions of Dresden, Leipzig and Halle and other densely populated areas as well as London.
The following is an analysis of the Group's revenue and results by reportable segment:
| Six months ended June 30, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in € millions | ||||||||||
| Commercial portfolio |
GCP portfolio |
Total segments |
Adjust ments |
Total | ||||||
| Segment revenue | 518.7 | 272.1 | 790.8 | (0.9) | 789.9 | |||||
| Net operating income | 320.8 | 156.7 | 477.5 | (0.9) | 476.6 | |||||
| Property revaluations and capital gains |
163.3 | 234.4 | 400.7 | - | 400.7 | |||||
| Share of profit from equity accounted investees |
32.1 | |||||||||
| Administrative and other expenses |
(31.2) | |||||||||
| Depreciation and amortization | (9.0) | |||||||||
| Finance expenses | (94.1) | |||||||||
| Other financial results | (131.0) | |||||||||
| Profit before tax | 644.1 | |||||||||
| Current tax expenses | (57.5) | |||||||||
| Deferred tax expenses | (115.6) | |||||||||
| Profit for the period | 471.0 |
The accounting policies of the reportable segments are the same as the Group's accounting policies described in the Group's consolidated financial statements as at and for the year ended December 31, 2021. Segment revenue, net operating income, revaluation and capital gains represent the results earned by each segment without allocation of the depreciation and amortization, administration expenses, share of profits from equity-accounted investees, finance expenses, and tax expenses. These are the measures reported to the Group's CODM for the purpose of resource allocation and assessment of segment performance. The geographical disaggregation is not considered by the Group's CODM on how the operating results are monitored.
There are no comparative figures for segment reporting, as the reportable segments were disclosed for the first time starting the third quarter of 2021 due to the initial consolidation of GCP in July 2021.
| Six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| in € millions | ||||||
| Net rental income | 612.5 | 457.8 | ||||
| Operating and other income | 177.4 | 83.6 | ||||
| 789.9 | 541.4 |
| Six months ended June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| in € millions | ||||
| 586.7 | 376.9 | |||
| 82.8 | 52.6 | |||
| 80.2 | 78.7 | |||
| 13.8 | 12.4 | |||
| 26.4 | 20.8 | |||
| 789.9 | 541.4 | |||
The Group is not exposed to significant revenue derived from an individual customer.
| 2022 | 2021 | |
|---|---|---|
| (*) Level 3 | (*) Level 3 | |
| Unaudited | Audited | |
| in € millions | ||
| Balance as at January 1 | 29,115.9 | 21,172.4 |
| Plus: investment property classified as held for sale | 1,009.3 | 830.2 |
| Total investment property | 30,125.2 | 22,002.6 |
| Initially consolidated from business combination with GCP | - | 8,420.3 |
| Acquisitions | 357.4 | 669.4 |
| Capital expenditures | 210.1 | 432.8 |
| Disposals (see note 8.2) | (581.5) | (2,193.5) |
| Transfer to trading property | - | (86.1) |
| Effect of foreign currency exchange differences | (57.0) | 135.6 |
| Fair value adjustments | 358.3 | 744.1 |
| Total investment property | 30,412.5 | 30,125.2 |
| Less: investment property classified as held for sale | (843.9) | (1,009.3) |
| Balance as at June 30 / December 31 | 29,568.6 | 29,115.9 |
(*) classified in accordance with the fair vale hierarchy. Since one or more of the significant inputs is not based on observable market data, the fair value measurement is included in level 3
During the reporting period, the Group disposed of investment property in the book value of €581.5 million (the yearly sales of 2021 amounted to €2,193.5 million). The sales were done above book value and resulted in profit of €42.4 million (the yearly sales of 2021 resulted in profit of €65.6 million) presented as part of the property revaluations and capital gains in the interim consolidated statement of profit or loss.
The consideration received for the sales included vendor loans granted by the Group that amount-
ed to €200.0 million (full year 2021: €220.7 million) carrying interest in the average of 2.5% p.a. (with step-ups) that are presented as part of other non-current assets in the interim consolidated statement of financial position.
As at June 30, 2022, an amount of €856.5 million is presented as disposal group held for sale, of which €843.9 million comprised of investment property (December 31, 2021: €1,033.0 million and €1,009.3 million, respectively). The Company expects to complete the plan to sell the rest outstanding assets within the next twelve months.
During the reporting period, the Group received the sale proceeds of €12.7 million for disposals of investment property held for sale that were completed after the cutoff date. The amount was presented as part of the liabilities held for sale in the interim consolidated statement of financial position.
On June 29, 2022, the shareholders' Annual General Meeting ("AGM") resolved upon the distribution of the dividend attributed to 2021 financial year in the amount of €0.23 per share from the share premium, in accordance with the proposal of the Company's Board of Directors. The Company provided the shareholders with the option receive their net dividend in the form of Aroundtown shares ("Scrip Dividend"). For the results and payment of the Scrip Dividend see note 13.1.
In March 2021, the Company's board of directors resolved on a new buy-back program (the "Program") to acquire the Company's own shares. The Program was expected to be finalized by June 30, 2022. In February 2022, the Company resolved on increasing the volume of the Program by additional €500 million (to a total amount of €1 billion), up to a maximum of additional 100 million shares (and in total to 200 million shares) and extended it to run until December 31, 2022. Since commencement of the Program and by June 30, 2022, the Group has acquired 105.0 million of its own shares. During the reporting period, 33.5 million shares were acquired for a total amount of €171.3 million (during 1-6/2021: 19.8 million shares for a total amount of €127.5 million).
The shares bought back and which are held in treasury by the Company and the Company's wholly owned affiliates are suspended from voting and dividend rights. In other cases, shares held in treasury are also suspended from voting rights but entitled to dividends.
During the reporting period, the Company increased its holding rate in subsidiaries within the Group, mainly in GCP (in which the effective holding rate increased to 57.8% as at June 30, 2022), and that led to a decrease of €358.6 million in the total NCI amount. The net cash effect of the various NCI acquisitions during the reporting period amounted to payment of €347.9 million. The rest transactions with NCI include positive cash injections of €36.5 million received from the NCI in joint ventures as well as €28.4 million of NCI arose from initially consolidated subsidiaries.
Additionally, the Group subsidiaries distributed dividends to the NCI in the amount of €76.8 million (1-6/2021: nil), of which €58.1 million refers to a Scrip Dividend to the minority holders of GCP that is presented in the provisions for other liabilities and accrued expenses in the interim consolidated statement of financial position, as the cash effect was made after the reporting period (for additional information see note 13.2). Berlin
Set out below, is an overview of the Group's bonds and schuldscheins as at June 30, 2022, and December 31, 2021:
| Series | Note | Currency | Nominal amount in original currency |
Nominal amount in euro |
Coupon rate (p.a.) | Maturity | Carrying amount as at June 30, 2022 |
Carrying amount as at December 31, 2021 |
|---|---|---|---|---|---|---|---|---|
| Unaudited | Audited | |||||||
| in millions | in millions | % | in € millions | |||||
| Non-current portion | ||||||||
| Series H | (a) (b) (c) | USD | 400.0 | 372.4 | 1.365 | 03/2032 | 370.4 | 337.7 |
| Series NOK | (a) (b) (c) | NOK | 750.0 | 79.3 | 0.818 | 07/2027 | 71.7 | 74.2 |
| Series I | EUR | 251.0 | 251.0 | 1.88 | 01/2026 | 247.0 | 246.5 | |
| Series J | GBP | 500.0 | 582.6 | 3.00 | 10/2029 | 568.8 | 580.1 | |
| Series K | EUR | 700.0 | 700.0 | 1.00 | 01/2025 | 692.4 | 691.0 | |
| Series L | (b) (c) (f) | USD | 150.0 | 125.2 | 1.75 | 02/2038 | 143.5 | 131.6 |
| Series M | (c) | CHF | 250.0 | 223.6 | 0.73 | 01/2025 | 250.6 | 241.5 |
| Series N | EUR | 800.0 | 800.0 | 1.63 | 01/2028 | 784.3 | 783.1 | |
| Series O | EUR | 305.2 | 305.2 | 2.00 | 11/2026 | 301.4 | 301.0 | |
| Series P | (b) (c) (g) | AUD | 250.0 | 157.6 | 1.605 | 05/2025 | 164.5 | 158.8 |
| Series Q | 10.2 | GBP | - | - | 3.25 | 07/2027 | - | 94.3 |
| Series R | (b) (c) (h) | CAD | 250.0 | 164.3 | 1.70 | 09/2025 | 185.0 | 172.4 |
| Series S | (e) | EUR | 100.0 | 100.0 | 0.75 + Euribor (6M) | 08/2023 | 99.9 | 99.9 |
| Series T | (b) (i) | EUR | 150.0 | 150.0 | 2.00 | 09/2030 | 149.9 | 149.9 |
| Series U | EUR | 75.0 | 75.0 | 2.97 | 09/2033 | 73.5 | 73.4 | |
| Series V | EUR | 50.0 | 50.0 | 2.70 | 10/2028 | 49.6 | 49.6 | |
| Series W | EUR | 76.0 | 76.0 | 3.25 | 11/2032 | 74.7 | 74.7 | |
| Series X | (c) | CHF | 100.0 | 91.5 | 1.72 | 03/2026 | 100.2 | 96.6 |
| Series Y | 10.2 (e) | EUR | - | - | 1.35 + Euribor (6M) | 02/2026 | - | 99.0 |
| Series Z | 10.2 (e) | EUR | - | - | 0.9 + Euribor (6M) | 02/2024 | - | 124.4 |
| Series 27 | (b) (c) | HKD | 430.0 | 48.3 | 1.62 | 03/2024 | 52.7 | 48.6 |
| Series 28 | (b) (c) (j) | USD | 600.0 | 530.9 | 1.75 | 03/2029 | 571.7 | 524.0 |
| Series 29 | (b) (c) (k) | NOK | 1,735.0 | 179.0 | 1.75 | 03/2029 | 167.2 | 173.2 |
| Series | Note | Currency | Nominal amount in original currency |
Nominal amount in euro |
Coupon rate (p.a.) Maturity |
Carrying amount as at June 30, 2022 |
Carrying amount as at December 31, 2021 |
|
|---|---|---|---|---|---|---|---|---|
| Unaudited | Audited | |||||||
| in millions | in millions | % | in € millions | |||||
| Non-current portion | ||||||||
| Series 30 | (b) (c) (l) | GBP | 400.0 | 468.6 | 1.75 | 04/2031 | 456.1 | 465.3 |
| Series 31 | (c) | JPY | 7,000.0 | 61.3 | 1.42 | 05/2029 | 49.2 | 53.4 |
| Series 32 | EUR | 800.0 | 800.0 | 0.63 | 07/2025 | 790.0 | 788.4 | |
| Series 33 | EUR | 600.0 | 600.0 | 1.45 | 07/2028 | 591.4 | 590.8 | |
| Series 34 | (b) (c) | NOK | 500.0 | 45.9 | 1.055 | 07/2025 | 48.2 | 50.0 |
| Series 36 | EUR | 600.0 | 600.0 | 1.50 | 05/2026 | 616.1 | 618.2 | |
| Series 38 | EUR | 1,000.0 | 1,000.0 | 0.00 | 07/2026 | 983.1 | 981.0 | |
| Series 39 | EUR | 1,250.0 | 1,250.0 | 0.375 | 04/2027 | 1,221.4 | 1,218.8 | |
| GCP series E | EUR | 205.6 | 205.6 | 1.50 | 04/2025 | 213.4 | 215.3 | |
| GCP series G | EUR | 600.0 | 600.0 | 1.38 | 08/2026 | 627.4 | 630.8 | |
| GCP series H | EUR | 255.0 | 255.0 | 2.00 | 10/2032 | 280.5 | 281.7 | |
| GCP series I | (b) (c) (m) | HKD | 900.0 | 92.6 | 1.00 | 02/2028 | 107.7 | 108.6 |
| GCP series J | EUR | 667.6 | 667.6 | 1.50 | 02/2027 | 701.3 | 704.9 | |
| GCP series K | (c) | CHF | 125.0 | 116.2 | 0.96 | 09/2026 | 128.9 | 124.8 |
| GCP series L | (c) | JPY | 7,500.0 | 75.5 | 1.40 | 06/2038 | 52.8 | 57.2 |
| GCP series M | (b) (n) | EUR | 47.0 | 47.0 | 1.70 | 07/2033 | 45.1 | 44.2 |
| GCP series N | (b) | EUR | 88.0 | 88.0 | 1.71 + 3M Euribor | 02/2039 | 84.0 | 107.2 |
| GCP series O | (b) | EUR | 15.0 | 15.0 | 1.68 + 3M Euribor | 02/2034 | 14.3 | 17.2 |
| GCP series P | (b) (c) | HKD | 290.0 | 32.8 | 1.38 + 3M Euribor | 03/2029 | 34.0 | 36.0 |
| GCP series Q | (c) | CHF | 130.0 | 119.4 | 0.57 | 06/2024 | 131.8 | 127.4 |
| GCP series R | EUR | 40.0 | 40.0 | 2.50 | 06/2039 | 46.5 | 46.7 | |
| GCP series U | EUR | 80.0 | 80.0 | 0.75 | 07/2025 | 81.6 | 81.8 | |
| GCP series V | (b) (o) | EUR | 70.0 | 70.0 | 1.50 | 08/2034 | 69.0 | 72.1 |
| GCP series W | EUR | 204.7 | 204.7 | 1.70 | 04/2024 | 210.0 | 212.7 | |
| GCP series X | EUR | 1,000.0 | 1,000.0 | 0.13 | 01/2028 | 976.6 | 974.5 | |
| Total non-current portion | 13,679.4 | 13,934.6 |
| Series | Note | Currency | Nominal amount in original currency |
Nominal amount in euro |
Coupon rate (p.a.) | Maturity | Carrying amount as at June 30, 2022 |
Carrying amount as at December 31, 2021 |
|---|---|---|---|---|---|---|---|---|
| Unaudited | Audited | |||||||
| in millions | in millions | % | in € millions | |||||
| Current portion | ||||||||
| Series 37 | EUR | 221.7 | 221.7 | 0.38 | 09/2022 | 221.7 | 221.7 | |
| GCP – convertible bond series F | 10.2 | EUR | - | - | 0.25 | 03/2022 | - | 265.7 |
| Total current portion | 221.7 | 487.4 | ||||||
| Total accrued interest on straight bonds and schuldscheins | (d) | 102.3 | 123.3 |
(g) the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.605% p.a., semi-annually until Q2 2023, and 1.244% p.a. plus Euribor (6M), semiannually for the following years until maturity
(h) the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.7% p.a., semi-annually until Q3 2023, and 2.72% p.a. plus Euribor (6M), semiannually for the following years until maturity
(k) the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.75% p.a. until Q1 2023, and 2.52% p.a. plus Euribor (6M), semi-annually for the following years until maturity
(l) the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual euro coupon is 1.75% p.a. until Q2 2023, and 2.11% p.a. plus Euribor (6M), semi-annually for the following years until maturity
During the reporting period, the Company completed the early repayments of some of its straight bonds and schuldscheins. The purpose of the early repayments follows the utilization of the real estate disposal proceeds and is part of the Group's pro-active debt optimization strategy with the aim to extend the average debt maturity and reduce the cost of debt.
Set forth are the amounts early repaid and the outstanding nominal values of these bonds and schuldscheins as at June 30, 2022:
| Bond / schuldschein |
Currency | Original maturity |
Nominal value bought-back | Outstanding no minal value as at June 30, 2022 |
|
|---|---|---|---|---|---|
| in millions (original currency) |
in € millions | in millions (original currency) |
|||
| Series Q | GBP | 07/2027 | 81.1 | 97.3 | Fully redeemed |
| Series Y | EUR | 02/2026 | 100.0 | 100.0 | Fully redeemed |
| Series Z | EUR | 02/2024 | 125.0 | 125.0 | Fully redeemed |
| Total nominal value bought back / redeemed |
322.3 |
Additionally, convertible bond series F of GCP matured in March 2022 and the outstanding €263.3 million nominal value was repaid to the bondholders, where no conversion to shares of GCP has occurred. Upon maturity, an amount of €186.7 million nominal value of convertible bond series F of GCP was held by the Group affiliates and has been repaid to them accordingly.
During 1-6/2021: bond buy-backs amounted to a total nominal value of €128.4 million.
During the reporting period, the Group repaid bank loans in an amount of approximately €185 million (during 1-6/2021: approximately €460 million) and drew down an amount of €75 million. As at June 30, 2022, the fair value of the encumbered investment property amounted to €5.4 billion (December 31, 2021: €5.3 billion).
As at June 30, 2022, the Group had commitments for future capital expenditures on the real estate properties and other financial obligations of approximately €0.2 billion. Furthermore, the Group had signed several deals to sell real estate in a volume of approximately €0.6 billion, which were not yet completed and are subject to several conditions precedent. The Company estimates the completion of the transactions to take place within the next twelve months.
The Group had no significant contingent assets and liabilities as at June 30, 2022.
These interim consolidated financial statements were authorized for issuance by the Company's board of directors on August 25, 2022.
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