Quarterly Report • Jul 27, 2022
Quarterly Report
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| 1. PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT 6 | |
|---|---|
| 1.1. Person responsible for the half-year financial report 6 | |
| 1.2. Certification by the person responsible for the Half-year Financial Report 6 | |
| 2. H1 2022 BUSINESS REVIEW 6 | |
| 2.1. Footfall and retailer sales 6 | |
| 2.2. Leasing activity 7 | |
| 2.2.1. Summary 7 | |
| 2.2.2. Temporary retail activity 9 | |
| 2.2.3. Structure of leases 9 | |
| 2.2.4. Financial occupancy rate 11 | |
| 2.2.5. Retailer occupancy cost ratio 12 | |
| 2.3. Significant events of first-half 2022 and other information 12 | |
| 2.3.1. Sale of a portfolio of six assets in France for €150 million 12 | |
| 2.3.2. Acquisition of the Rosaleda shopping centre in Malaga, Spain for €24.3 million 12 | |
| 2.3.3. Share buybacks for €30 million 13 2.3.4. "Building Sustainable Growth": Growth initiatives on track 13 |
|
| 2.3.5. Carmila joins the SBF 120 index 13 | |
| 2.3.6. Carmila awarded a financial reporting transparency prize in the non-SBF 120 category 13 | |
| 2.4. Development pipeline 13 2.4.1. Five major extension projects 13 |
|
| 2.4.2. Mixed-use projects 14 | |
| 3. Assets and valuation 14 | |
| 3.1. Key figures concerning the portfolio 14 | |
| 3.1.1. Description of the portfolio 14 | |
| 3.1.2. Presentation of Carmila's most important assets 15 | |
| 3.2. Asset valuation 15 | |
| 3.2.1. Appraisals and methodology 15 | |
| 3.2.2. Change in asset valuations 17 | |
| 3.2.3. Change in capitalisation rates 17 | |
| 3.2.4. Breakdown of the appraisal values by CNCC typology 17 | |
| 3.2.5. Reconciliation of the valuation assessment with the value of investment properties on the statement of financial position 18 |
|
| 3.3. Valuation report prepared by Carmila's independent appraisers 18 | |
| 3.3.1. General context of the valuation 18 3.3.2. Valuation considerations and assumptions 19 |
|
| 3.3.3. Confidentiality and disclosure 20 | |
| 4. FINANCIAL PERFORMANCE 22 | |
| 4.1. Financial information from the statement of income 22 | |
| 4.2. Financial statements 23 | |
| 4.2.1. Consolidated statement of comprehensive income 23 | |
| 4.2.2. Consolidated statement of financial position 24 | |
| 4.2.3. Consolidated statement of cash flows 26 | |
| 4.2.4. Consolidated statement of changes in shareholders' equity 27 | |
| 4.3. Comments on the year's activity 28 | |
| 4.3.1. Gross rental income (GRI) and net rental income (NRI) 28 | |
| 4.3.2. Rent collection 28 | |
| 4.3.3. Overhead expenses 29 | |
| 4.3.4. EBITDA 30 |
| 4.3.5. Net financial expense 30 | |
|---|---|
| 4.4. EPRA performance indicators 31 | |
| 4.4.1. EPRA summary table 31 | |
| 4.4.2. EPRA earnings and recurring earnings 32 | |
| 4.4.3. EPRA Cost Ratio 33 | |
| 4.4.4. EPRA NRV, EPRA NTA and EPRA NDV 34 | |
| 4.4.5. EPRA vacancy rate 35 | |
| 4.4.6. EPRA net initial yields: EPRA NIY and EPRA topped-up NIY 35 | |
| 4.4.7. EPRA investments 35 | |
| 5. FINANCING POLICY 36 | |
| 5.1. Financial resources 36 | |
| 5.2. Hedging instruments 38 | |
| 5.3. Cash 39 | |
| 5.4. Rating 39 | |
| 5.5. Dividend policy 39 | |
| 5.6. Equity and share ownership 40 | |
| 1. CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022 48 | |
|---|---|
| 1.1. Consolidated statement of comprehensive income 48 | |
| 1.2. Consolidated statement of financial position 49 | |
| 1.3. Consolidated statement of cash flows 50 | |
| 1.4. Consolidated statement of changes in shareholders' equity 51 | |
| 2. SIGNIFICANT EVENTS OF FIRST-HALF 2022 52 | |
| 2.1. Investments 53 | |
| 2.2. Disposals 53 | |
| 2.3. Dividend 53 | |
| 3. SIGNIFICANT ACCOUNTING POLICIES 54 | |
| 3.1. Presentation of the Group 54 | |
| 3.2. Shareholding, stock market listing and strategic partnership 54 | |
| 3.3. Accounting standards 55 | |
| 3.4. Principal estimates and judgements by management 55 | |
| 3.5. Other principles applied in presenting the consolidated financial statements 56 | |
| 4. CONSOLIDATION SCOPE AND METHODS 56 | |
| 4.1. Consolidation scope and methods 56 | |
| 4.2. Main events in first-half 2022 57 | |
| 4.3. Description of the main partnerships 57 | |
| 5. SEGMENT REPORTING 58 | |
|---|---|
| 5.1. Definition of operating segments and indicators used 58 | |
| 5.2. Operating income by operating segment 58 | |
| 5.3. Breakdown of investment properties by operating segment 58 | |
| 5.4. Breakdown of capital expenditure by operating segment 59 | |
| 6. INVESTMENT PROPERTIES 59 | |
| 6.1. Details of investment properties carried at fair value and at cost 62 | |
| 6.2. Valuation assumptions and sensitivity analysis 63 | |
| 6.3. Investment properties held for sale 64 | |
| 7. FINANCING AND FINANCIAL INSTRUMENTS 65 | |
| 7.1. Net financial expense 66 | |
| 7.2. Current and non-current financial liabilities 67 | |
| 7.3. Management of financial risks and hedging strategy 70 | |
| 8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS 72 | |
| 8.1. Intangible assets 72 | |
| 8.2. Property, plant and equipment 72 | |
| 8.3. Investments in equity-accounted companies 73 | |
| 8.4. Other non-current assets 73 | |
| 8.5. Trade receivables 74 | |
| 8.6. Other current assets 75 | |
| 8.7. Net cash 76 | |
| 8.8. Equity 76 | |
| 8.9. Provisions 77 | |
| 8.10. Trade and payables to suppliers of non-current assets 78 | |
| 8.11. Other current liabilities 78 | |
| 9. BREAKDOWN OF STATEMENT OF INCOME ITEMS 79 | |
| 9.1. Net rental income 79 | |
| 9.2. Overhead expenses 81 | |
| 9.3. Depreciation, amortisation, provisions and impairment 83 | |
| 9.4. Gains and losses on disposals of investment properties and equity investments sold 83 | |
| 10. INCOME TAX 84 | |
| 10.1. Income tax benefit 85 | |
| 10.2. Tax reconciliation 86 | |
| 10.3. Current tax assets and liabilities 87 | |
| 10.4. Deferred tax assets and liabilities 87 | |
| 11. OFF-BALANCE SHEET COMMITMENTS AND ASSOCIATED RISKS 87 |
| 11.1. Contingent liabilities 88 | |
|---|---|
| 11.2. Commitments received 88 | |
| 11.3. Commitments given 88 | |
| 11.4. Reciprocal commitments 89 | |
| 12. RELATED-PARTY TRANSACTIONS 90 | |
| 13. COMPENSATION AND EMPLOYEE BENEFITS 91 | |
| 13.1. Payroll expenses 91 | |
| 13.2. Headcount 91 | |
| 13.3. Employee benefits 91 | |
| 14. ADDITIONAL INFORMATION 92 14.1. Subsequent events 92 |
|
| 15. LIST OF CONSOLIDATED COMPANIES 93 |
Marie Cheval, Chair and CEO of Carmila.
"I hereby declare that, to the best of my knowledge, the half-year financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position and results of the Company and of all the companies included in the scope of consolidation. I further declare that the information contained in this Half-year Financial Report is in accordance with the facts that have occurred during the first half-year, with their impact on the financial statements, and with the main transactions between related parties, and that it presents the main risks and uncertainties for the remaining half-year."
Marie Cheval, Chair and CEO of Carmila.
In the first half of 2022, retailer sales bounced fully back to 2019 levels, despite a first quarter that continued to be hampered by health restrictions. In the second quarter of 2022, retailer sales came out 5% higher than in the same period in 2019.
This performance was achieved despite footfall over the period averaging just 91% of its 2019 level, confirming a shift among customers towards larger average baskets. In Spain, footfall gradually improved between January and June 2022, lifted by the recovery in tourism.
Compared to the first half of 2021, footfall increased sharply (up 17%), reflecting the government-imposed closures in the prior-year period. Retailer sales were also up sharply compared to the first half of 2021 (up 51%).
Underpinned by the draw of Carrefour hypermarkets in particular, Carmila centres continued to outperform the sector in terms of footfall (footfall versus first-half 2019 compared to market peers: 7 percentage points higher in France and 1 percentage point higher in Spain).
| First-half 2022 | ||
|---|---|---|
| 119% | ||
| 93% | ||
| 162% | ||
| 94% | 104% | 99% |
| First quarter | Second quarter | First-half 2022 |
| 114% | 108% | 112% |
| 82% | 88% | 86% |
| 143% | 118% | 122% |
| 93% | 107% | 103% |
| First-half 2022 115% |
||
| 85% | ||
| 126% | ||
| 101% | ||
| First-half 2022 | ||
| 117% | ||
| 91% | ||
| 151% | ||
| 100% | ||
| First quarter 120% 92% 167% First quarter 117% 83% 136% 96% First quarter 118% 89% 160% 94% |
Change in footfall and retailer sales in 2022 Second quarter 118% 93% 157% Second quarter 112% 87% 118% 104% Second quarter 115% 92% 146% 105% |
Carmila's leasing activity was dynamic in the first half of 2022, with the Company signing 517 leases for total minimum guaranteed rent (MGR) of €23.2 million, down 15.9% on first-half 2021 but up
102.6% and 17.1% on first-half 2020 and first-half 2019, respectively. Rent levels in the leases signed were 2.8% higher than that of the previous leases.
| Total | ||||
|---|---|---|---|---|
| Number of leases |
Annual MGR |
Number of leases |
Annual MGR |
Reversion |
| 134 | 6,440 | 99 | 6,082 | 3.6% |
| 72 | 2,206 | 194 | 7,437 | 1.7% |
| 388 | 10 | 624 | 3.3% | |
| 214 | 9,034 | 303 | 14,143 | 2.8% |
| Leased vacant premises 8 |
30 June 2022 Renewals |
| 30 June 2022 | 30 June 2021 | 30 June 2020 | ||||
|---|---|---|---|---|---|---|
| Total | Total | Total | ||||
| Number of leases | Annual MGR | Number of leases | Annual MGR | Number of leases | Annual MGR | |
| (in thousands of euros) | ||||||
| France | 233 12,522 |
291 | 18,396 | 138 | 7,942 | |
| Spain Italy |
266 18 |
9,643 1,012 |
219 31 |
7,506 1,653 |
86 12 |
2,870 628 |
Carmila's current strategy includes refreshing the merchandise mix of its centres, focusing particularly on healthcare, and diversifying its rental base by letting its premises to retail brands from a variety of segments, thereby gradually reducing its exposure to Clothing & Accessories.
New deals signed during the first half of 2022 included the following retailers from a broad variety of retail segments:
Healthcare: We Audition, Vertuo, Krys, Alain Afflelou, Optic 2000, and new and enlarged pharmacies
Food service: Sushi Shop, KFC, Crêpe Touch, Subway, Buffalo Grill, Factory & Co, La Tapa de Sabores
The service platform includes Carmila's temporary retail activity offering, focused on providing space in Carmila centres for short to medium-term periods. Designed to be complementary with traditional stores, temporary retail gives visitors the
opportunity to discover an increasingly innovative offering. Temporary retail is focused on two areas:
| 30 June 2022 | 30 June 2021 | Change | |||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Specialty Leasing |
Pop-up Stores |
Total SL+PS |
Specialty Leasing |
Pop-up Stores |
Total SL+PS |
% |
| France | 2,460 | 1,126 | 3,586 | 1,679 | 913 | 2,592 | 38.3% |
| Spain | 2,334 | 142 | 2,476 | 2,412 | 125 | 2,537 | -2.4% |
| Italy | 597 | 63 | 660 | 484 | 28 | 512 | 28.9% |
| Total | 5,391 | 1,331 | 6,722 | 4,575 | 1,066 | 5,641 | 19.2% |
Specialty Leasing helps re-energise shopping centres by enriching the customer experience. This activity covers both the leasing of space in the shopping centres and car parks, and the signature of digital advertising partnership agreements.
The first half of 2022 saw strong momentum in Specialty Leasing, thanks to the large number of events based on housing and energy efficiency.
Carmila offers retailer tenants the opportunity to open Pop-up Stores for periods ranging from 4 to 34 months. The Pop-up Store concept is burgeoning, and helps re-energise Carmila centres, particularly suited to new and innovative concepts, such as the first physical DNVB stores. Carmila can also accommodate for flash pop-up formats such as oneday to one-week sales events.
Trading at Pop-up Stores was brisk in the first half of 2022, due to the high number of flash pop-ups over the period (53), including Le Hangar (sports shoes), Plantes Addict, Le Goût des Plantes and Oh My Fripe (second-hand).
Income from temporary retail activity was up sharply by 19.2% year on year due to the government-ordered store closures for part of firsthalf 2021, but was also 5.1% ahead of first-half 2019.
With 6,125 leases under management at 30 June 2022, Carmila has a solid and diversified base of tenants, with rents from the Carrefour group representing less than 1% of net rental income in 2022. Annualised rents totalled €357.6 million. At 31 December 2021, the rental base grew by 4.1% like-for-like versus year-end 2021, and was also up on a reported basis (up 2.3%).
| Breakdown of number of leases and contractual rents on an annualised basis by country | ||||||
|---|---|---|---|---|---|---|
| At 30 June 2022 |
At 31 | December 2021 |
||||
| Number of leases |
Annualised contractual rent (€m) |
% of total | Number of leases* |
Annualised contractual rent (€m)* |
% of total | |
| Country | ||||||
| France | 3,478 | 242.0 | 26.1% | 3,580 | 243.0 | 69.5% |
| Spain Italy |
2,288 359 |
93.4 22.1 |
67.7% 6.2% |
2,286 356 |
85.3 21.3 |
24.4% 6.1% |
The data shown above for 30 June 2022 takes into account (i) the disposal of six assets in France, resulting in 109 fewer leases and €8.9 million in lost
At 30 June 2022, the 15 leading tenants accounted for 18.5% of annualised rents, with no individual retailer accounting for 2% or more of gross rental income.
| rent, and (ii) the acquisition of the Rosaleda shopping centre in Spain, resulting in 55 additional leases and €2.8 million in additional rent. |
||||
|---|---|---|---|---|
| The table below shows the annualised rents and business segment of the 15 largest tenants at 30 June 2022. |
||||
| At 30 June 2022 |
||||
| Tenant | Business segment | Annualised contractual rent (€m) |
% of total | |
| Alain Afflelou | Health & Beauty | 6.3 | 1.8% | |
| Feu Vert | Health & Beauty | 6.1 | 1.7% | |
| Culture, Gifts & Leisure | 5.6 | 1.6% | ||
| 5.4 | 1.5% | |||
| Orange | ||||
| Inditex | Clothing & Accessories | |||
| McDonald's | Food & Restaurants | 4.9 | 1.4% | |
| H&M Jules Brice Bizzbee |
Clothing & Accessories Clothing & Accessories |
4.9 4.7 |
1.4% 1.3% |
|
| Nocibe | Health & Beauty | 4.1 | 1.1% | |
| Micromania | Culture, Gifts & Leisure | 4.0 | 1.1% | |
| Yves Rocher | Health & Beauty | 3.6 | 1.0% | |
| Camaieu | Clothing & Accessories | 3.4 | 1.0% | |
| Flunch | Food & Restaurants | 3.4 | 1.0% | |
| Kiabi | Clothing & Accessories | 3.3 | 0.9% | |
| Burger King | Food & Restaurants | 3.3 | 0.9% | |
| Histoire d'Or | Culture, Gifts & Leisure | 3.0 | 0.8% |
| The table below shows Carmila's annualised rents by business segment at 30 June 2022: | At 30 June 2022 |
At 31 | December 2021 |
|||
|---|---|---|---|---|---|---|
| Number of leases |
Annualised contractual rent (€m) |
% of total | Number of leases* |
Annualised contractual rent (€m)* |
% of total | |
| Business segment | ||||||
| Clothing & Accessories | 1,296 | 110.4 | 31% | 1,349 | 109.7 | 31% |
| Culture, Gifts & Leisure | 1,045 | 71.8 | 20% | 1,032 | 68.2 | 20% |
| Health & Beauty | 1,213 | 69.9 | 20% | 1,212 | 67.2 | 19% |
| Food & Restaurants Household Furnishings |
850 278 |
45.9 30.0 |
13% 8% |
876 298 |
45.0 31.0 |
13% 9% |
| Services | 1,333 | 28.8 | 8% | 1,346 | 27.6 | 8% |
| Other | 110 | 0.9 | 0% | 109 | 0.9 | 0% |
The decrease in Clothing & Accessories and Household Furnishings as a proportion of total rents (down 49 basis points and 48 basis points, respectively) benefited the Culture, Gifts and Leisure (up 58 basis points) and Health & Beauty (up 31 basis points) segments. The proportions of the rental base represented by the other sectors remained stable in terms of rent.
| Financial occupancy (excl. strategic vacancies) |
|||
|---|---|---|---|
| Country | 30 June 2022 | 31 Dec. 2021 | 30 June 2021 |
| France | 96.3% | 96.4% | 95.6% |
| Spain | 95.4% | 95.5% | 95.2% |
| Italy | 98.9% | 98.7% | 99.2% |
| Total | 96.2% | 96.3% | 95.7% |
At 30 June 2022, the consolidated financial occupancy rate of Carmila's assets was 96.2%, i.e., above the pre-Covid rate, with 96.3% in France, 95.4% in Spain and 98.9% in Italy.
The financial occupancy rate is defined as the ratio between the amount of rent invoiced and the amount of rent that Carmila would collect if its entire portfolio were leased, with the estimated rent for vacant lots being determined on the basis
of rental values used by appraisers. The financial occupancy rate is stated excluding strategic vacancies, which are the vacancies made necessary in order to carry out renovation, expansion, or restructuring projects within the shopping centres.
The impact of strategic vacancies is 0.6% in France, 3.1% in Spain and 2.1% in Italy, which represents a consolidated impact for Carmila of 1.3% at 30 June 2022.
The occupancy cost ratio of Carmila's tenants broken down by country at 30 June 2022 (12 months year on year) and 31 December 2019 (pre-health crisis) is as follows:
| Occupancy cost ratio | |||
|---|---|---|---|
| Country | 30 June 2022 | 31 Dec. 2019 | |
| France | 12-month year on year 10.5% |
10.9% | |
| Spain Italy |
11.3% 11.9% |
11.1% 12.0% |
Occupancy cost ratio is an important indicator for Carmila in determining the proper level of rent for each tenant as a function of its business and in evaluating the financial health of a tenant over the term of its lease.
The occupancy cost ratio is defined as the ratio between (i) rent and rental charges (excluding VAT) and (ii) retailer sales (excluding VAT).
The rental charges used to calculate occupancy cost ratios are made-up of fixed rent, variable rent and rental charges and property taxes that are passed on to tenants. Rental charges do not include (i) incentives or (ii) marketing fund costs passed on to tenants.
On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and Atland Voisin.
The portfolio consists of six assets, all of which are located in France: Mondevillage, Meylan, Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas. The sale price of the portfolio is €150 million, including transfer taxes, in line with end-2021 appraisal values.
Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing and property services for the portfolio of assets.
The transaction forms part of the target €200-million asset rotation programme for 2022 and 2023, announced at Carmila's Capital Markets Day in December 2021.
On 24 May 2022, Carmila announced the acquisition of Rosaleda, a shopping centre located in Malaga, Southern Spain, for €24.3 million including transfer taxes.
The centre, which is made up of 73 stores adjoining a Carrefour hypermarket, has a gross leasable area
of 15,500 sq.m. and includes two larger stores (Decathlon and Lefties, an Inditex group fashion banner). With 5.8 million visitors each year, it benefits from a clear leading position in its catchment area, a leisure complex with a cinema and strong footfall. The purchase price offers Carmila significant scope for value creation.
During the first half of 2022, Carmila carried out two share buybacks. The first, for €20 million, was announced on 18 February, launched on 21 February and completed on 24 March 2022.
The second, for €10 million, was announced on 24 March, launched on 25 March and completed on 28 April 2022.
The three growth initiatives of the "Building Sustainable Growth" strategic plan – the omnichannel incubator, Next Tower and Carmila Retail Development – will contribute an additional €30 million per year to recurring earnings by 2026.
In 2022, the incubator and omnichannel services platform for retailers are expected to contribute €2 million to recurring earnings.
Locked-in rental income from leases signed by Next Tower will amount to around €2 million in 2022.
Lastly, Carmila's share in the EBITDA of Carmila Retail Development's main partner companies in 2022 is also expected to total around €2 million.
On 20 June 2022, Carmila joined the SBF 120 – the flagship Paris stock exchange index listing the top 120 Euronext Paris stocks in terms of liquidity and market capitalisation.
At the 2022 Transparency Awards, Carmila was recognised for the transparency of its financial communication in 2021 with the award of the financial reporting transparency prize (Grand Prix de la Transparence) in the non-SBF 120 category.
The five major extension projects are:
Montesson: this shopping arcade is adjacent to the second largest Carrefour hypermarket in France and is located in a very dense catchment area with low competition. The regional commercial development authority (CNAC) issued its approval in May 2021.
Barcelona – Tarrasa: one of the key hypermarkets in the Barcelona area has strong potential for becoming a regional centre.
Toulouse Labège: this site will benefit from the completion of the Toulouse metro in 2025 and the presence of a leading hypermarket to the south of greater Toulouse.
Antibes: this centre adjoins the largest Carrefour hypermarket in France and intends to consolidate its leading position by leveraging its exceptional location along the A8 motorway and the extension of the tram line. Carmila hopes to develop a mixeduse project here in step with new trends in consumption.
Orléans Place d'Arc: the only shopping centre in the city centre located at the intersection of an intermodal transport hub (road network, bus, tramway, railway station), this project is designed to make the city centre more attractive through urban development, the extension of the shopping centre and the creation of housing.
No projects are currently under construction, with work on the first project starting in Montesson in 2023. This €150 million project will be financed by asset rotation.
In addition to these five major extension projects, Carmila has a pipeline of around 60 restructuring
| No projects are currently under construction, with | and food court projects per year, costing around | |||||
|---|---|---|---|---|---|---|
| work on the first project starting in Montesson in | €25 million and generating a return of over 10%. | |||||
| 2023. This €150 million project will be financed by | ||||||
| Given the uncertain macroeconomic climate and | ||||||
| rising energy and raw material prices, these projects | ||||||
| asset rotation. | ||||||
| In addition to these five major extension projects, | may be adjusted. | |||||
| Carmila has a pipeline of around 60 restructuring | Full year | |||||
| Country | Planned area | Planned opening | Estimated cost(¹) | additional rental | Yield(²) | |
| Development projects | (sq.m.) | date | (€m) | value (€m) |
||
| Flagship projects | ||||||
| Tarrassa Montesson |
Spain France |
35,105 29,167 |
2025 2025 |
|||
| Toulouse Labège | France | 15,981 | 2027 | |||
| Antibes | France | 10,000 | 2027 | |||
| Orléans Place d'Arc Total flagship projects |
France | 7,247 97,500 |
2027 | 550.0 | 33.0 | 6.6% |
In partnership with Carrefour, Carmila has identified several sites suitable for big-bang mixed use transformation projects that will completely change shopping centres' presence in the city. These currently 100% retail sites will become new neighbourhoods, with homes, offices, local services and green spaces.
For two sites in particular (Sartrouville and Nantes), Carmila and Carrefour have joined forces with industry expert Altarea to transform these locations into new mixed-use areas, thereby giving these regions a new lease of life and boosting their appeal. Work will start on the first projects from 2025, with delivery from 2030.
At 30 June 2022, Carmila had 208 shopping centres and retail parks adjoining Carrefour hypermarkets located in France, Spain and Italy, valued at €6.2 billion, including transfer taxes, for a total leasable area of close to 1.6 million sq.m.
In France, Carmila is the owner of its assets which are either divided into units or held under coownership arrangements. In Spain, Carmila holds its assets through co-ownership arrangements. All of Carmila's assets in Italy are fully owned.
The real estate of Carrefour's hypermarkets and supermarkets, as well as the car parks adjoining the shopping centres held by Carmila, are owned by Carrefour group entities.
Out of 208 commercial real estate assets making up Carmila's portfolio, 15 assets represent 39% of the appraisal value (including transfer taxes) and 26% of
| 3.1.2. Presentation of Carmila's most important assets | |||||
|---|---|---|---|---|---|
| Out of 208 commercial real estate assets making up Carmila's portfolio, 15 assets represent 39% of the appraisal value (including transfer taxes) and 26% of |
properties: | the gross leasable area at 30 June 2022. The following table provides information about these 15 |
|||
| Name of centre, city | Year of construction |
Year of acquisition |
Total number of units |
Carmila Group gross leasable area (sq.m.) |
Carmila Group share per site (%) |
| France | |||||
| BAB 2 - Anglet | 1967 | 2014 | 129 | 26,938 | 58.9% |
| Toulouse Labège | 1983 | 2014 | 129 | 24,117 | 56.5% |
| Calais-Coquelles | 1995 | 2014 | 154 | 54,583 | 77.1% |
| Thionville | 1971 | 2016 | 150 | 31,681 | 46.7% |
| Bay 2 | 2003 | 2014 | 105 | 20,819 | 53.7% |
| Nice-Lingostière | 1978 | 2014 | 98 | 21,515 | 43.1% |
| Vitrolles | 1971 | 2018 | 85 | 24,405 | 42.9% |
| Montesson | 1970 | 2014 | 65 | 13,282 | 34.1% |
| Saran-Orléans | 1971 | 2014 | 91 | 38,731 | 64.2% |
| Chambourcy | 1973 | 2014 | 73 | 21,336 | 43.5% |
| Évreux | 1974 | 2014 | 78 | 37,811 | 70.4% |
| Orléans Place D'Arc | 1988 | 2015 | 64 | 13,524 | 57.4% |
| Perpignan Claira | 1983 | 2014 | 79 | 21,153 | 60.5% |
| Total France (top 13) | 1,300 | 349,894 | |||
| Spain | |||||
| Fan Mallorca | 2016 | 2016 | 105 | 38,141 | 75.0% |
| 2014 | 93 | 33,478 | 78.3% | ||
| Huelva Total Spain (top 2) |
2013 | 198 | 71,619 |
The investment properties that comprise Carmila's assets are initially recognised and valued individually at their construction or acquisition cost including transfer taxes and expenses, and subsequently measured at their fair value. Any changes in fair value are recognised through the income statement.
The fair values used are determined based on the findings of independent appraisers. Carmila uses appraisers to value its entire portfolio at the end of every half-year. The assets are inspected by the appraisers annually. The appraisals comply with the guidance contained in the RICS Appraisal and Valuation Manual, published by the Royal Institution of Chartered Surveyors ("Red Book"). In order to conduct their work, the appraisers have access to all the information needed to value the assets, and specifically the rent roll, the vacancy rate, rental arrangements and the main performance indicators for tenants (retailer sales).
They independently determine their current and future cash flow estimates by applying risk factors either to the net rental income capitalisation rate or to future cash flows.
The appraisers appointed by Carmila are as follows:
Comments on the scope
Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas.
The valuation of the portfolio (attributable to the Group) was €6,164.8 million including transfer taxes at 30 June 2022, and breaks down as follows:
| The last third of the portfolio in Spain was rotated between the appraisers Cushman & Wakefield and Catella in first-half 2022. Carmila sold six shopping centres in France during the period: Mondevillage, Meylan, |
| Properties value of companies. |
held by equity-accounted companies were recognised at the fair the investment in |
|---|---|---|---|
| The valuation of the portfolio (attributable to the Group) was €6,164.8 million including transfer taxes at 30 | |||
| Gross asset value (GAV) | 30 June 2022 | ||
| Including transfer taxes (ITT) | |||
| of portfolio Country |
(in €m) | % | In number of assets |
| France | 4,393.3 | 71.3% | 121 |
| Spain | 1,417.9 | 23.0% | 79 |
| Italy | 353.6 | 5.7% | 8 |
Apart from the fair values determined by the appraisers for each shopping centre, this assessment takes into account assets under construction that amounted to €27.7 million at 30 June 2022.
It includes the share of the following investments in equity-accounted companies:
| 3.2.2. Change in asset valuations | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross asset value (GAV) of portfolio, incl. transfer taxes |
30 June 2022 | 31 Dec. 2021 | 30 June 2021 | |||||
| (ITT) | ||||||||
| Gross asset value (GAV) ITT (€m) |
% | In number of assets |
Period-on-period change reported |
like-for-like* | Gross asset value ITT (€m) |
% | GAV ITT % (€m) |
|
| (in millions of euros) | ||||||||
| France Spain |
4,393.3 1,417.9 |
71.3% 23.0% |
121 79 |
-2.1% 3.2% |
1.3% 0.9% |
4,487.7 1,374.5 |
72.2% 22.1% |
4,414.5 72.0% 1,368.2 22.3% |
| Italy Total |
353.6 6,164.8 |
5.7% 100% |
208 | 8 0.4% -0.8% |
0.1% 1.1% |
352.1 6,214.4 |
5.7% 100% |
352.4 5.7% 6,135.2 100% |
During the first half of 2022, the total value of Carmila's assets decreased by €49.6 million or 0.8%, and can be analysed as described below:
interest recognised at the fair value of the shares (€12.8 million positive impact), reducing asset value by a net 2.3%;
| like-for-like o |
and can be analysed as described below: The value of the assets on a like-for-like basis increased by 1.1%, or €69.0 million. The change is comparable shopping centre basis, excluding extensions over the period. Other changes are due to: the sale of a portfolio of six French assets at 30 June 2022 (€155.9 million negative impact), with the residual 20% 3.2.3. Change in capitalisation rates |
Carmila's assets decreased by €49.6 million or 0.8%, calculated on a |
the shares 2.3%; the acquisition o (€29.7 o (€5.5 million o |
(€12.8 million impact), reducing asset value by a net of the Rosaleda shopping centre in Spain million positive increasing asset value by 0.5%; the decrease in work in progress negative reducing asset value by 0.1%; the increase in value of Next Tower (€0.3 million positive impact), which had no impact on asset value. |
positive Malaga – impact), impact), |
|
|---|---|---|---|---|---|---|
| NIY | NPY | |||||
| 30 June 2022 | 31 Dec. 2021 | 30 June 2021 | 30 June 2022 | 31 Dec. 2021 | 30 June 2021 | |
| 5.64% | 5.63% | 6.00% | 5.95% 6.93% |
6.00% 6.84% |
||
| France | 5.73% | |||||
| Spain Italy |
6.87% 6.18% |
6.67% 6.04% |
6.64% 6.04% |
7.09% 6.26% |
6.18% | 6.11% |
In accordance with the typology drawn up by the French shopping centre trade body (Conseil National des Centres Commercial – CNCC), sites are grouped into three categories: regional shopping centres, large shopping centres and small shopping
centres (called local shopping centres in this document).
At 30 June 2022, regional shopping centres and large shopping centres accounted for 78% of the market value of Carmila's portfolio.
| Appraisals at 30 June 2022 | |||||
|---|---|---|---|---|---|
| Average NRI |
Average ERV | ||||
| GAV ITT (€m) | % of value | (€/sq.m.) | of vacancies | NIY | |
| Regional shopping centres Large shopping centres |
1,552.6 1,921.2 |
35% 44% |
327 290 |
200 243 |
5.4% 5.7% |
| Local shopping centres | 906.2 | 21% | 181 | 107 | 6.5% |
| Other* | 13.3 | 0% | 424 | N/A | 7.0% |
| France | 4,393.3 | 100% | 264 | 158 | 5.7% |
| Regional shopping centres | 345.2 | 24% | 241 | N/A | 5.9% |
| Large shopping centres | 684.1 | 48% | 203 | 257 | 7.0% |
| Local shopping centres | 388.6 | 27% | 265 | 277 | 7.4% |
| Spain | 1,417.9 | 100% | 226 | 266 | 6.9% |
| Regional shopping centres | 19.0 | 5% | 244 | N/A | 5.6% |
| Other* | 13.3 | 0% | 424 | N/A | 7.0% |
| Grand Total | 6,164.8 | 100% | 252 | 195 | 6.0% |
| Large shopping centres Local shopping centres Italy Regional shopping centres Large shopping centres Local shopping centres * Next Tower. |
312.8 21.8 353.6 1,916.8 2,918.0 1,316.6 |
88% 6% 100% 31% 47% 21% |
247 269 248 307 256 203 |
204 750 225 200 249 156 |
6.2% 6.5% 6.2% 5.5% 6.1% 6.7% |
| Local shopping centres | 21.8 | 6% | 269 | 750 | 6.5% | ||
|---|---|---|---|---|---|---|---|
| Italy | 353.6 | 100% | 248 | 225 | 6.2% | ||
| Other* | 13.3 | 0% | 424 | N/A | 7.0% | ||
| Grand Total | 6,164.8 | 100% | 252 | 195 | 6.0% | ||
| 3.2.5. Reconciliation of the valuation assessment with the value of investment properties on the statement of | |||||||
| financial position (in millions of euros) |
30 June 2022 | 31 Dec. 2021 | |||||
| Gross asset value ITT of portfolio | 6,164.8 | 6,214.4 | |||||
| Work in progress | (27.7) | (33.2) | |||||
| Valuation of the share of equity-accounted companies | (64.5) | (64.7) | |||||
| Transfer taxes and registrations (excluding equity-accounted companies) | (303.0) | (302.7) | |||||
| Gross asset value ETT (A) | 5,769.6 | 5,813.7 | |||||
| Fair value of building leases (IFRS 16) (B) | 32.3 | 32.6 |
In accordance with Carmila's instructions (the "Company") as detailed in the signed valuation contracts between Carmila and the valuers, we have valued the assets held by the Company, taking account of their ownership (freehold, ground lease,
etc.). This Summary Report, which summarises the terms of our engagement, has been prepared for inclusion in the Company's Universal Registration Document.
The valuations were undertaken locally by our valuation teams present in each market. In order to estimate the market value for each asset, we have not only taken into consideration domestic retail investment transactions, but have also considered transactions on a European level. We confirm that our valuations have been prepared in a similar way to other valuations undertaken in Europe, in order to maintain a consistent approach and to take into
We confirm that our valuations were performed in accordance with the appropriate sections of the Code of Conduct of the November 2021 Edition of the RICS Valuation – Global Standards (the "Red Book"), effective 31 January 2022. This is a valuation basis accepted on an international level. Our valuations are compliant with IFRS and IVSC guidance. The valuations have also been prepared on the basis of the AMF recommendations on the presentation of valuations of real estate assets
consideration all the market transactions and information available.
The valuations are based on the discounted cash flow method and the capitalisation method that are regularly used for these types of assets.
Our valuations were undertaken at 30 June 2022.
owned by listed companies, published on 8 February 2010. Furthermore, they take into account the recommendations of the Barthès de Ruyter report on valuations of real estate owned by listed companies, published in February 2000.
We confirm that we have prepared our valuations as external and independent valuers as defined by the Red Book standards published by RICS.
Our valuations correspond to market value and are reported to the Company on both a gross (market value before deduction of transfer costs) and net
The Company's management was asked to confirm that the information provided relating to the assets and tenants is complete and accurate in all significant aspects. Consequently, we have assumed that all relevant information known by our contacts within the Company that could impact value has been made available to us and that this information is up to date in all significant aspects. This includes running costs, works undertaken, financial elements, including turnover rents, lettings signed or in the process of being signed, and rental incentives, in addition to the list of let and vacant units.
We have not measured the assets and have therefore based our valuations on the leasable areas that were provided to us.
basis (market value after deduction of transfer costs).
We have not been asked to undertake a study of ground conditions or an environmental analysis, and therefore have not investigated past events in order to determine if the ground or buildings are or have been contaminated. Unless provided with information to the contrary, we have worked on the assumption that the assets are not and should not be affected by ground pollution and that the state of the land will not affect their current or future usage.
We have not studied building or other permits and have assumed that the assets have been built and are occupied and used in conformity with all necessary authorisations and that any outstanding legal issues have been resolved. We have assumed that the layout of assets conforms to legal
requirements and town planning regulations, notably concerning the structural materials, fire safety, and health and safety. We have also assumed that any extensions in progress are being undertaken in line with urban planning rules and that all necessary permissions have been obtained.
We have relied upon the tenancy schedules, summaries of complimentary revenues, non-recoverable charges, capital projects and the business plans which were provided to us. We have assumed, with the exception of what may be mentioned in our individual asset reports, that the assets are not inhibited by any restriction which could impede a sale and that they are free from any restrictions or charges. We have not read the title deeds and have taken as correct the rental, occupational and all other pertinent information that has been provided to us by the Company.
We have taken note of the general condition of each asset during our inspection. Our instruction does not include a building or structural survey but we have indicated in our report, where applicable, any maintenance problems that were immediately apparent during our inspection. The assets have been valued based on the information provided by the Company according to which no deleterious material was used in their construction.
Sustainability is an increasingly important factor in real estate markets. Many countries have pledged to become carbon neutral by 2050, while laws and regulations already exist to reduce CO2 emissions from buildings. We believe it is likely that further laws and regulations will be introduced in the coming years. In parallel, occupants and investors in
some sectors are increasingly concerned about the sustainability of the building they choose to occupy or buy. The introduction of a "green bonus" for the most sustainable buildings is constantly being monitored, researched and discussed in the market. Appropriate levels of market comparables have yet to be established to sufficiently demonstrate whether additional value can indeed be attributed to such buildings. However, it should be noted that the concerns of occupants and investors about a property's sustainability credentials are driving change in the market. We expect all segments of the real estate market to become increasing sustainability-conscious going forward.
Our valuations were undertaken without taking into account potential sales or legal fees or taxes which would come into effect in the case of a transfer. The rental and market values produced are net of VAT.
Despite the post-Covid economic rally, France, Spain and Italy are currently experiencing mounting uncertainty due to major global impacts from the war in Ukraine and strong inflationary pressures, as inflation rises significantly above its historical level. Employees in some industries are also threatening strike action in response to the rising cost of living. We are seeing European countries raise their benchmark interest rates in response to rising inflation, which in turn is driving up borrowing costs.
These factors affect growth and consumer confidence. Given the potential for market conditions to evolve rapidly in response to a volatile economic and political climate, we stress the importance of the date on which properties are valued and the market climate in which the appraisal opinion was prepared.
Finally, and in accordance with our standard practice we confirm that our valuation reports are confidential and are addressed solely to the Company Carmila. Accordingly, we accept no liability to third parties. This report, or an extract thereof, may not be published or reproduced in any document, declaration, memorandum or communication with any third party without our prior written consent as regards the form and context in which this information may appear. In signing this Summary Report, the valuation firms accept no liability for the valuations carried out by the other firms.
Head of Valuation & Advisory France Cushman & Wakefield Valuation France
Tony Loughran Partner C&W Valuation & Advisory, Spain
Simone Scardocchia Head of Corporate Valuation BNP Paribas Real Estate, Italy
Jean-François Drouets Chairman Catella Valuation
Ana Flores Head of Valuation Catella Property Spain SA
| FINANCIAL PERFORMANCE | ||
|---|---|---|
| 4.1. Financial information from the statement of income | ||
| (in millions of euros) | 30 June 2022 | 30 June 2021 |
| Gross rental Income | 182.8 | 172.9 |
| Net rental income | 172.2 | 127.9 |
| EBITDA (excluding fair value adjustments)(1) | 149.5 | 104.7 |
| Fair value adjustments on investment properties | 52.7 | (42.7) |
| Operating income | 196.7 | 61.5 |
| Net financial expense | (37.2) | (39.8) |
| Net income attributable to owners | 156.6 | 18.8 |
| Earnings per share(3) | 1.08 | 0.13 |
| EPRA earnings(2) | 114.5 | 72.6 |
| EPRA earnings per share(3) | 0.79 | 0.51 |
| Recurring earnings(4) | 120.1 | 74.1 |
| Recurring earnings per share(3) | 0.83 | 0.52 |
| (in millions of euros) 30 June 2022 31 Dec. 2021 Investment properties (appraisal value excluding transfer taxes) 5,801.9 5,846.3 Cash and cash equivalents and marketable securities 234.1 238.3 Financial liabilities (current and non-current) 2,555.9 2,613.0 Equity attributable to owners 3,410.2 3,374.9 |
|||
|---|---|---|---|
| For a definition of EBITDA (excluding fair value adjustments) and the reconciliation with the closest IFRS indicator, see the | |||
| For a definition of "EPRA earnings", see the "EPRA performance indicators" section. Average number of shares: 144,936,550 at 30 June 2022 and 142,490,436 at 30 June 2021. Recurring earnings are equal to EPRA earnings excluding certain non-recurring items. See the "EPRA performance |
"Comments on the year's activity" section. | ||
| indicators" section. | |||
| Selected financial information from the statement of financial position | |||
| Financial information related to key indicators and ratios | (in millions of euros) | 30 June 2022 | 31 Dec. 2021 |
| "Comments on the year's activity" section. | ||
|---|---|---|
| For a definition of "EPRA earnings", see the "EPRA performance indicators" section. | ||
| Average number of shares: 144,936,550 at 30 June 2022 and 142,490,436 at 30 June 2021. | ||
| Recurring earnings are equal to EPRA earnings excluding certain non-recurring items. See the "EPRA performance | ||
| indicators" section. | ||
| Selected financial information from the statement of financial position | ||
| (in millions of euros) | 30 June 2022 | 31 Dec. 2021 |
| Investment properties (appraisal value excluding transfer taxes) | 5,801.9 | 5,846.3 |
| Cash and cash equivalents and marketable securities | 234.1 | 238.3 |
| Financial information related to key indicators and ratios | ||
| (in millions of euros) | 30 June 2022 | 31 Dec. 2021 |
| Net debt | 2,272.0 | 2,322.9 |
| Loan-to-value (LTV) ratio ITT(1) | 36.9% | 37.4% |
| Interest coverage ratio (ICR)(2) | 4.6x | 3.9x |
| EPRA Net Tangible Assets (EPRA NTA) | 3,566.6 | 3,575.8 |
| EPRA NTA per share(3) | 24.82 | 24.54 |
2 Ratio of EBITDA (excluding fair value adjustments) to cost of net debt.
| 4.2. Financial statements | ||
|---|---|---|
| 4.2.1. Consolidated statement of comprehensive income | ||
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Gross rental income | 182,806 | 172,866 |
| Charges rebilled to tenants | 54,671 | 49,260 |
| Total income from rental activity | 237,477 | 222,126 |
| Real estate expenses | (24,894) | (23,276) |
| Rental charges | (39,116) | (37,199) |
| Property expenses (landlord) | (1,248) | (33,706) |
| Net rental income | 172,219 | 127,945 |
| Overhead expenses | (23,909) | (24,428) |
| Income from property management, administraƟon and other acƟviƟes | 5,247 | 5,592 |
| Other income | 2,360 | 765 |
| Payroll expenses | (13,385) | (13,665) |
| Other external expenses | (18,131) | (17,120) |
| Additions to depreciation and amortisation of property, plant and equipment and | ||
| intangible assets, and provisions | (124) | (884) |
| Other operating income and expenses | (238) | 83 |
| Gains and losses on disposals of investment properties and equity investments | (2,888) | 78 |
| Change in fair value adjustments | 52,675 | (42,712) |
| Share in net income (loss) of equity-accounted companies | (1,011) | 1,467 |
| Operating income | 196,724 | 61,549 |
| Financial income | 653 | 423 |
| Financial expenses | (30,854) | (31,074) |
| Cost of net debt | (30,201) | (30,651) |
| Other financial income and expense | (7,017) | (9,171) |
| Net financial expense | (37,218) | (39,822) |
| Income before taxes | 159,506 | 21,727 |
| Income tax | (2,611) | (2,882) |
| Consolidated net income | 156,895 | 18,845 |
| Attributable to owners of the parent Non-controlling interests |
156,626 269 |
18,759 85 |
| Average number of shares comprising Carmila's share capital | 144,936,550 | 142,490,436 |
| Earnings per share (attributable to owners) (in euros) | 1.08 | 0.13 |
| Diluted average number of shares comprising Carmila's share capital | 145,204,340 | 142,737,623 |
| Diluted earnings per share (attributable to owners) (in euros) | 1.08 | 0.13 |
| Consolidated statement of comprehensive income | ||
| (in thousands of euros) |
First-half 2022 | First-half 2021 |
| Consolidated net income | 156,895 | 18,845 |
| Items that will be reclassified subsequently to net income | 51,081 | 11,552 |
| Effective portion of cash flow hedges | 51,081 | 11,552 |
| Fair value of other financial assets | - | |
| Related income tax | - | |
| Items that will not be reclassified subsequently to net income | - | - |
| Actuarial gains and losses on defined benefit plans | - | |
| Related income tax | - | |
| Total comprehensive income | 207,976 | 30,397 |
| ASSETS | ||
|---|---|---|
| 4.2.2. Consolidated statement of financial position | ||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 |
| Intangible assets | 3,705 | 4,664 |
| Property, plant and equipment | 3,275 | 3,369 |
| Investment properties carried at fair value Investment properties carried at cost |
5,801,886 27,674 |
5,846,327 33,213 |
| Investments in equity-accounted companies | 64,041 | 50,309 |
| Other non-current assets | 17,432 | 19,539 |
| Deferred tax assets | 9,856 | 9,855 |
| Non-current assets | 5,927,869 | 5,967,275 |
| Trade receivables | 116,442 | 75,489 |
| Other current assets | 127,687 | 90,439 |
| Cash and cash equivalents | 234,142 | 238,268 |
| Current assets | 478,271 | 404,196 |
| EQUITY AND LIABILITIES | ||
|---|---|---|
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 |
| Share capital | 863,094 | 875,389 |
| Additional paid-in capital | 1,825,226 | 1,985,987 |
| Treasury shares | (2,352) | (2,351) |
| Other comprehensive income | 22,612 | (28,469) |
| Consolidated retained earnings | 544,958 | 352,177 |
| Consolidated net income | 156,626 | 192,121 |
| Equity attributable to owners | 3,410,163 | 3,374,853 |
| Non-controlling interests | 5,905 | 5,776 |
| Total equity | 3,416,068 | 3,380,629 |
| Non-current provisions | 7,474 | 6,867 |
| Non-current financial liabilities | 2,384,540 | 2,384,895 |
| Lease deposits and guarantees | 80,315 | 79,812 |
| Non-current tax and deferred tax liabilities | 141,796 | 139,445 |
| Other non-current liabilities | - | 2 |
| Non-current liabilities | 2,614,125 | 2,611,021 |
| Current financial liabilities | 171,360 | 228,071 |
| Bank facilities | 35 | 82 |
| Current provisions | 84 | 1,039 |
| Trade payables | 20,847 | 20,984 |
| Payables to suppliers of non-current assets | 10,405 | 22,067 |
| Accrued tax and payroll liabilities | 81,108 | 54,179 |
| Other current liabilities | 92,108 | 53,399 |
| Current liabilities | 375,947 | 379,821 |
| 4.2.3. Consolidated statement of cash flows | ||
|---|---|---|
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Consolidated net income | 156,895 | 18,845 |
| Elimination of income from equity-accounted companies | 1,011 | (1,467) |
| Elimination of depreciation, amortisation and provisions | 4,428 | 2,444 |
| Elimination of fair value adjustments | (47,909) | 45,688 |
| Elimination of capital gains and losses on disposals | 2,888 | (1,723) |
| Other non-cash income and expenses | 1,145 | 7,422 |
| Cash flow from operations after cost of net debt and tax | 118,458 | 71,209 |
| Elimination of tax expense | 2,611 | 2,882 |
| Elimination of cost of net debt | 30,201 | 30,650 |
| Cash flow from operations before cost of net debt and tax | 151,270 | 104,741 |
| Change in operating working capital | 26,268 | (21,961) |
| Change in lease deposits and guarantees | 27 | 1,510 |
| Income tax paid | 3,432 | (775) |
| Net cash from operating activities | 180,997 | 83,515 |
| Change in payables on non-current assets | (13,120) | (77,667) |
| Acquisitions of investment properties | (44,973) | (38,220) |
| Acquisitions of other non-current assets | (15,295) | (675) |
| Change in loans and advances | (2,215) | (4,755) |
| Disposal of investment properties and other fixed assets | 143,662 | 8,034 |
| Dividends received | 1,217 | 820 |
| Net cash from (used in) investing activities | 69,276 | (112,463) |
| Share capital increase | (29,500) | - |
| Net sale (purchase) of treasury shares | (1) | (240) |
| Issuance of bonds | - | 300,000 |
| Increase in bank loans | - | 250,000 |
| Loan repayments | (55,063) | (524,671) |
| Display of short-term investments in other current receivables | (155) | 118 |
| Interest paid | (26,590) | (22,128) |
| Interest received | 653 | 423 |
| Dividends and share premiums distributed to shareholders | (143,696) | (94,338) |
| Net cash from (used in) financing activities | (254,352) | (90,836) |
| Net change in cash and cash equivalents | (4,079) | (119,784) |
| 4.2.4. | Consolidated statement of changes in shareholders' equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Additional paid-in | Treasury shares | Other | Consolidated | Consolidated net | Equity | Non-controlling | ||
| capital | comprehensive | retained earnings | income (loss) | attributable to | interests | Total equity | |||
| (in thousands of euros) | 875 389 | 1 985 986 | (2 351) | income (28 469) |
352 177 | 192 121 | owners 3 374 854 |
5 776 | 3 380 630 |
| Balance at 31 December 2021 | |||||||||
| Corporate actions | (12 295) | (17 204) | (29 499) | (29 499) | |||||
| Share-based payments Treasury share transactions |
(1) | 659 | - 658 |
- 658 |
|||||
| Dividend paid | (143 556) | (143 556) | (140) | (143 696) | |||||
| Appropriation of 2021 net income Net income for the period |
192 121 | (192 121) 156 626 |
- 156 626 |
269 | - 156 895 |
||||
| Other comprehensive income reclassified to income | 2 488 | 2 488 | 2 488 | ||||||
| Change in fair value of other financial assets | - | - | |||||||
| Change in fair value of hedging instruments Actuarial gains and losses on retirement benefits |
48 593 | 48 593 - |
48 593 - |
||||||
| Other comprehensive income | 51 081 | 51 081 | 51 081 | ||||||
| Other changes | - | - |
| Gross rental income | First-half 2022 | First-half 2021 | ||
|---|---|---|---|---|
| (in thousands of euros) |
Gross rental income |
Year-on-year change reported |
Gross rental income |
|
| France | 125,533 | 6.4% | 117,948 | |
| Spain | 45,767 | 4.1% | 43,978 | |
| Italy | 11,506 | 5.2% | 10,940 | |
| Total | 182,806 | 5.8% | 172,866 |
| Gross rental income | |||||||
|---|---|---|---|---|---|---|---|
| Gross rental income | First-half 2022 | First-half 2021 | |||||
| (in | thousands of euros) | Gross rental income |
Year-on-year change reported |
Gross rental income |
|||
| France | 125,533 | 6.4% | 117,948 | ||||
| Spain | 45,767 | 4.1% | 43,978 | ||||
| Italy | 11,506 | 5.2% | 10,940 | ||||
| Total | 182,806 | 5.8% | 172,866 | ||||
| Net rental income | First-half 2022 | First-half 2021 | |||||
| Year-on-year change | |||||||
| (in thousands of euros) | Net rental income |
Like for like (total) |
Like for like (specific Covid 19 impact) |
Like for like (excl. specific Covid-19 impact) |
Reported | Net rental income |
|
| France | 117,830 | 34.0% | 29.4% | 4.7% | 33.9% | 87,987 | |
| Spain | 43,834 | 40.4% | 35.3% | 5.1% | 40.9% | 31,115 | |
| Italy | 10,555 | 20.5% | 16.1% | 4.4% | 19.4% | 8,843 | |
| Total | 172,219 | 34.6% | 29.9% | 4.8% | 34.6% | 127,945 |
Net rental income totalled €172 million, up €44.3 million, or 34.6%, in the first half of 2022. This increase is attributable to the factors described below.
Changes linked to specific Covid-related impacts represented a €38.2 million (or 29.9%) increase in net rental income. Specific Covid-related impacts recognised in first-half 2021 reduced net rental income by €33.5 million, whereas they increased net rental income by €4.7 million in first-half 2022.
The sale of a portfolio of six French assets had no impact in the period as it was completed on 30 June 2022.
| Organic growth as adjusted for these specific impacts came out at 4.8%. The share of indexation included in growth at constant scope is a positive 3.0%. Acquisitions and disposals represented a net negative impact of €0.1 million, or 0.1%, |
|---|
| attributable to the acquisition of the Rosaleda shopping centre (positive impact of €0.3 million, or 0.2%) on 24 May 2022 and the disposal of Nanteuil 4.3.2. Rent collection |
| 30/06/2022 |
| First-quarter 2021 First-quarter 2022 Second-quarter 2021 Third-quarter 2021 Fourth-quarter 2021 Full-year 2021 Second-quarter 2022 First-half 2022 Gross collection rate (total amount invoiced) 84.5% 85.3% 93.8% 94.8% 89.7% 95.9% 94.9% 95.4% |
| Rent waiver/Covid-19 provision rate 15.5% 14.7% 5.7% 5.2% 10.3% 3.0% 2.8% 2.9% |
| Outstanding to be collected 0.0% 0.0% 0.5% 0.1% 0.0% 1.2% 2.3% 1.7% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% |
Out of the total charges and rents invoiced in 2021, 89.7% had been collected at 30 June 2022, 10.3% had been waived or charged to credit loss allowances (and written off in the consolidated financial statements) and 0.0% are pending collection.
| Out of the total charges and rents invoiced in 2021, 89.7% had been collected at 30 June 2022, 10.3% had been waived or charged to credit loss allowances (and written off in the consolidated financial statements) and 0.0% are pending |
Out of the total rents invoiced in first-half 2022, 95.4% had been collected at end-June. As of 22 July 2022, 95.8% have been collected and 1.3% are pending collection. |
|
|---|---|---|
| 4.3.3. Overhead expenses Overhead expenses |
||
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Income from property management, administration and other activities Other income Payroll expenses Other external expenses |
5,247 2,360 (13,385) (18,131) (23,909) |
5,592 765 (13,665) (17,120) |
Overhead costs were down by 2.1%% in first-half 2022 compared with the first half of 2021.
This item totalled €5.2 million in first-half 2022, a decrease of €0.3 million, or 6.2% compared to first-half 2021.
It can be broken down as follows:
"Other income" mainly consists of marketing services aimed at increasing the attractiveness of the centres (retailers' associations) for €2.4 million. The increase in this item is due to the implementation of Carmila's omnichannel
Total payroll expenses came to €13.4 million in firsthalf 2022, a slight decrease on first-half 2021.
Other external expenses totalled €18.1 million in first-half 2022, up 5.9% (€1.0 million). This increase is mainly attributable to the health situation in firsthalf 2021, which led to a fall in lease management fees resulting from the rent relief granted to tenants, and by a reduction in certain communication and marketing expenses (trade shows, conventions, events, etc.).
The main components of other external expenses are marketing expenses, as well as appraisal fees for the asset portfolio, legal and tax fees, auditors' fees, financial communication and advertising fees, travel expenses and other mission-related expenses.
| (in thousands of euros) Operating income |
First-half 2022 196,724 |
Full-year 2021 234,209 |
First-half 2021 61,549 |
|---|---|---|---|
| Elimination of change in fair value | (52,675) | 4,674 | 42,712 |
| Elimination of attributable change in fair value of | 2,194 | (1,354) | (317) |
| equity-accounted companies Elimination of capital (gains)/losses |
2,750 | 829 | (161) |
| Depreciation and amortisation of property and | 500 | 400 | 884 |
| equipment and intangible assets Adjustments for non-recurring items |
| Elimination of attributable change in fair value of | |||
|---|---|---|---|
| Elimination of capital (gains)/losses | 2,750 | 829 | (161) |
| Depreciation and amortisation of property and equipment and intangible assets |
500 | 400 | 884 |
| Adjustments for non-recurring items | |||
| Financial expense (in thousands of euros) |
First-half 2022 | First-half 2021 | |
| Financial income | 653 | 423 | |
| 4.3.5. Net financial expense Financial expenses |
(30,854) | (31,074) | |
| Cost of net debt | (30,201) | (30,651) | |
| Other financial expenses | (7,017) | (9,171) |
Carmila reported net financial expense of €37.2 million for first-half 2022.
The cost of net debt in 2021 fell by €0.5 million year on year to €30.2 million.
The change in the cost of net debt can be analysed as follows:
an increase of €0.1 million in interest income on loans granted.
Net other financial expenses fell €2.2 million during the first half, attributable to the factors described below:
| €1.6 million and impairment of €4.8 million recognised against a current account with a non-consolidated equity interest; a €0.5 million expense related to provisions for impairment of receivables in |
connection with the disposal of six assets in France; an increase of €0.2 million in interest expenses on bank deposits. |
||
|---|---|---|---|
| 4.4. EPRA performance indicators | |||
| 4.4.1. EPRA summary table | First-half 2022 | Full-year 2021 | First-half 2021 |
| EPRA earnings (in millions of euros) | 114.5 | 172.0 | 72.6 |
| EPRA earnings per share (in euros) | 0.79 | 1.19 | 0.51 |
| EPRA NRV (in thousands of euros) | 3,819,246 | 3,829,620 | 3,701,591 |
| EPRA NRV per share (in euros) | 26.58 | 26.28 | 25.27 |
| EPRA NTA (in thousands of euros) | 3,566,580 | 3,575,785 | 3,470,445 |
| EPRA NTA per share (in euros) | 24.82 | 24.54 | 23.69 |
| EPRA NDV (in thousands of euros) | 3,533,663 | 3,350,159 | 3,148,946 |
| EPRA NDV per share (in euros) | 24.59 | 22.99 | 21.49 |
| EPRA NIY (shopping centres) | 6.0% | 5.8% | 5.7% |
| EPRA Topped-up NIY (shopping centres) | 6.1% | 5.9% | 5.9% |
| EPRA Vacancy Rate | 5.1% | 5.5% | 6.5% |
| EPRA Cost Ratios (including direct vacancy costs) EPRA Cost Ratios (excluding direct vacancy costs) |
18.7% 16.6% |
23.9% 20.7% |
28.1% 24.7% |
| 4.4.2. EPRA earnings and recurring earnings | ||
|---|---|---|
| EPRA Earnings (in thousands of euros) |
First-half 2022 | First-half 2021 |
| Net income attributable to owners | 156,626 | 18,759 |
| Adjustments to calculate EPRA earnings (i) Changes in value of investment properties, development properties held for investment and other |
(42,125) | 53,886 |
| interests | (52,675) | 42,712 |
| (ii) Gains and losses on disposals of investment properties | 3,094 | -78 |
| (iii) Gains and losses on disposals of trading properties | - | - |
| (iv) Tax on disposal gains and losses | - | - |
| (v) Negative goodwill/goodwill impairment | - | - |
| (vi) Changes in fair value of financial instruments and associated close-out costs | 2,643 | 9,666 |
| (vii) Acquisition costs for share deal acquisitions (viii) Deferred tax in respect of EPRA adjustments |
- 2,350 |
- 1,903 |
| (ix) Adjustments (i) to (iv) in respect of joint ventures (unless already included under proportional | ||
| consolidation) | 2,194 | (317) |
| (x) Non-controlling interests in respect of the above | 269 | - |
| EPRA earnings | 114,501 | 72,645 |
| Year-on-year change | 57.6% | |
| Average number of shares | 144,936,550 | 142,530,036 |
| EPRA earnings per share | 0.79 | 0.51 |
| Year-on-year change | 55.0% | |
| Fully diluted number of shares Diluted EPRA earnings per share |
145,204,340 0.79 |
142,777,223 0.51 |
| Other adjustments Issuance costs |
6,013 - |
1,502 700 |
| Other non-recurring expenses or (income)(1) | 5,567 | 802 |
| Recurring earnings | 120,068 | 74,147 |
| Year-on-year change | 61.9% | |
| Recurring earnings per share | 0.83 | 0.52 |
| Year-on-year change | 59.2% | -24.5% |
| Impact of IFRS 16(2) | 1,996 | 2,036 |
| Recurring earnings excluding IFRS 16 Covid-19 impact | 122,064 | 76,183 |
| Year-on-year change | 60.2% | -18.9% |
| Recurring earnings per share excluding IFRS 16 Covid-19 impact | 0.84 | 0.53 |
| Year-on-year change | 57.6% |
Comments on the other adjustments:
(1) "Other non-recurring expenses" consist of depreciation and amortisation expenses, movements in provisions for contingencies and charges, and impairment recognised against equity interests and the current account with the Loicar investee.
(2) Under IFRS 16, lessors can defer the recognition of any rent concessions granted during the first wave of the virus (e.g., extensions of the lease term).
| 4.4.3. EPRA Cost Ratio | |||
|---|---|---|---|
| EPRA Cost Ratios | |||
| (in millions of euros) | First-half 2022 | First-half 2021 | |
| (i) | Operating costs | 32.4 | 34.8 |
| Overhead expenses | 31.1 | 31.3 | |
| Property expenses | 1.2 | 3.5 | |
| (ii) | Net service charge costs/fees | 9.3 | 11.2 |
| (iii) | Management fees less profit element | (5.2) | (5.6) |
| (iv) | Other operating recharges intended to cover overhead expenses | (2.4) | (0.8) |
| (v) | Share of costs of equity-accounted companies | 0.4 | 0.7 |
| (vi) | Impairment of investment properties and provisions included in property expenses | 0.0 | 0.0 |
| (vii) | Ground rent costs | 0.0 | 0.0 |
| (vii) | Service charge costs recovered through rents | 0.0 | (0.9) |
| EPRA costs (including direct vacancy costs) | 34.6 | 39.5 | |
| (viii) | Direct vacancy costs | 3.8 | 4.8 |
| EPRA costs (excluding direct vacancy costs) (A) | 30.8 | 34.7 | |
| (ix) | Gross rental income less ground rents | 182.8 | 139.4 |
| (x) | Less: service fee and service charge costs components of gross rental income | 0.0 | (0.9) |
| (xi) | Plus: share of Joint Ventures (gross rental income less ground rents) | 2.3 | 1.9 |
| Gross rental income (B) | 185.1 | 140.4 | |
| EPRA Cost Ratios (including direct vacancy costs) | 18.7% | 28.1% | |
| EPRA Cost Ratios (excluding direct vacancy costs) | 16.6% | 24.7% | |
| Covid-19 impacts (C) | 33.5 | ||
| EPRA Cost Ratios excluding Covid-19 impact and direct vacancy costs (A/(B+C)) | 16.6% | 20.0% | |
Overhead expenses include other external expenses and payroll expenses.
costs that are not rebilled to tenants, and impairment recognised against trade receivables.
Property expenses include losses on irrecoverable receivables along with maintenance and repair The impacts of the health crisis were deducted from gross rental income and property expenses in firsthalf 2021.
| 4.4.4. EPRA NRV, EPRA NTA and EPRA NDV | ||||
|---|---|---|---|---|
| EPRA NAV indicators at 30 June 2022 | ||||
| (in thousands of euros) |
IFRS equity attributable to owners | EPRA NRV 3,410,163 |
EPRA NTA 3,410,163 |
EPRA NDV 3,410,163 |
| Include/Exclude*: | ||||
| (i) | Hybrid instruments Diluted NAV |
- 3,410,163 |
- 3,410,163 |
- 3,410,163 |
| Include*: | ||||
| (ii.a) | Revaluation of investment property (if IAS 40 cost option is used) | |||
| (ii.b) | ||||
| (ii.c) | Revaluation of IPUC(1) (if IAS 40 cost option is used) Revaluation of other non-current investments(2) |
|||
| (iii) | Revaluation of tenant leases held as finance leases(3) | |||
| (iv) | Revaluation of trading properties(4) | |||
| Exclude*: | Diluted NAV at fair value | 3,410,163 | 3,410,163 | 3,410,163 |
| (v) | Deferred tax in relation to fair value gains of investment property(5) | 141,796 | 141,796 | |
| (vi) (vii) |
Fair value of financial instruments Goodwill as a result of deferred tax |
-35,699 | -35,699 | |
| (viii.a) | Goodwill as per the IFRS balance sheet | |||
| (viii.b) Include*: |
Intangible assets as per the IFRS balance sheet | - 4,447 |
||
| (ix) | Fair value of fixed-rate debt | 123,500 | ||
| (x) | Revaluation of intangible assets at fair value | |||
| (xi) | Transfer taxes NAV |
302,986 3,819,246 |
54,767 3,566,580 |
3,533,663 |
| Fully diluted number of shares | 143,697,140 | 143,697,140 | 143,697,140 | |
| NAV per share | 26.58 | 24.82 | 24.59 | |
| (1) Difference between development property held on the balance sheet at cost and fair value of that development property. | ||||
| (2) Revaluation of intangibles to be presented under adjustment (x) Revaluation of Intangibles to fair value and not under this line item. | ||||
| (3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables. | ||||
| (4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties. (5) Deferred tax adjustment for NTA. |
||||
| * "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted. * "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back. |
||||
| EPRA NAV indicators at 31 December 2021 | ||||
| IFRS equity attributable to owners | EPRA NRV 3,374,853 |
EPRA NTA 3,374,853 |
EPRA NDV 3,374,853 |
|
| (in thousands of euros) |
||||
| Include/Exclude*: | ||||
| (i) | Hybrid instruments | |||
| Diluted NAV | 3,374,853 | 3,374,853 | 3,374,853 | |
| Include*: | ||||
| (ii.a) | Revaluation of investment property (if IAS 40 cost option is used) |
| (2) Revaluation of intangibles to be presented under adjustment (x) Revaluation of Intangibles to fair value and not under this line item. | ||||
|---|---|---|---|---|
| * "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted. | ||||
| * "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back. | ||||
| EPRA NAV indicators at 31 December 2021 | ||||
| (in thousands of euros) |
EPRA NRV | EPRA NTA | EPRA NDV | |
| IFRS equity attributable to owners | 3,374,853 | 3,374,853 | 3,374,853 | |
| Include/Exclude*: | ||||
| (i) | Hybrid instruments | |||
| Diluted NAV | 3,374,853 | 3,374,853 | 3,374,853 | |
| Include*: | ||||
| (ii.a) | ||||
| Revaluation of investment property (if IAS 40 cost option is used) | ||||
| (ii.b) | Revaluation of IPUC(1) (if IAS 40 cost option is used) | |||
| (ii.c) | Revaluation of other non-current investments(2) | |||
| Revaluation of tenant leases held as finance leases(3) | ||||
| (iii) | ||||
| (iv) | Revaluation of trading properties(4) | |||
| Diluted NAV at fair value | 3,374,853 | 3,374,853 | 3,374,853 | |
| Exclude*: | ||||
| (v) | ||||
| Deferred tax in relation to fair value gains of investment property(5) | 139,445 | 139,445 | ||
| (vi) | Fair value of financial instruments | 12,624 | 12,624 | |
| (vii) | Goodwill as a result of deferred tax | |||
| (viii.a) | Goodwill as per the IFRS balance sheet | |||
| (viii.b) | Intangible assets as per the IFRS balance sheet | - | 4,492 | |
| Include*: | ||||
| (ix) | Fair value of fixed-rate debt | -24,695 | ||
| (x) | Revaluation of intangible assets at fair value | |||
| (xi) | Transfer taxes | 302,698 | 53,355 | |
| NAV | 3,829,620 | 3,575,785 | 3,350,159 | |
| Fully diluted number of shares NAV per share |
145,736,217 26.28 |
145,736,217 24.54 |
145,736,217 22.99 |
| 4.4.5. EPRA vacancy rate | ||||
|---|---|---|---|---|
| France | Spain | Italy | Total | |
| Rental value of vacant space (€m) | 11.7 | 9.0 | 0.3 | 21.1 |
| Rental value of property portfolio (€m) | 270.2 | 117.1 | 24.4 | 411.7 |
| EPRA vacancy rate | 4.3% | 7.7% | 3.2% | 5.1% |
| Impact of strategic vacancies Financial vacancy rate |
0.6% 3.7% |
3.1% 4.6% |
2.1% 1.1% |
1.3% 3.8% |
| The EPRA vacancy rate at 30 June 2022 was 5.1%, a decrease of 40 basis points compared to end-2021. |
premises | required | Strategic vacancies correspond to the vacant to implement |
renovation, |
| The EPRA vacancy rate at 30 June 2022 was 5.1%, a | Strategic vacancies correspond to the vacant | |||
|---|---|---|---|---|
| decrease of 40 basis points compared to end-2021. | premises | required | to implement |
renovation, |
| The EPRA vacancy rate is the ratio between the market rent for vacant areas and the total market rent (for vacant and rented areas). The rental value |
centres. | extension, or restructuring projects in shopping | ||
| used to calculate the EPRA vacancy rate is the gross rental value as defined by expert appraisal. |
||||
| 4.4.6. EPRA net initial yields: EPRA NIY and EPRA topped-up NIY | ||||
| EPRA NIY and EPRA Topped-up NIY | ||||
| (in millions of euros) |
First-half 2022 | 31 Dec. 2021 | ||
| Total property portfolio valuation (excluding transfer taxes) | 5,894.3 | 5,911.7 | ||
| (-) Assets under development and other | 27.7 | 33.2 | ||
| Completed property portfolio valuation (excluding transfer taxes) | 5,866.6 | 5,878.4 | ||
| Transfer taxes | 303.0 | 302.7 | ||
| Completed property portfolio valuation (including transfer taxes) (A) | 6,169.6 | 6,181.1 | ||
| Annualised net rents (B) | 368.9 | 355.8 | ||
| Impact of rent-free periods | 8.5 | 7.7 | ||
| Topped-up net annualised rents (C) | 377.4 | 363.5 | ||
| EPRA Net Initial Yield (B)/(A) | 6.0% | 5.8% | ||
| EPRA Topped-up Net Initial Yield (C)/(A) | 6.1% | 5.9% |
Capital expenditure on investment properties broken down by country is disclosed separately for acquisitions, developments and extensions, or capital expenditure on the portfolio on a like-for-like basis.
| France | Spain | Italy | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | First-half 2022 | First-half 2021 | First-half 2022 | First-half 2021 | First-half 2022 | First-half 2021 | First-half 2022 | First-half 2021 | |
| Acquisitions Like-for-like capital expenditure Extensions |
2,289 13,800 1,727 |
18,189 16,861 2,644 |
24,287 3,479 0 |
0 2,844 0 |
0 1,118 1,097 |
0 326 156 |
26,576 18,397 2,824 |
18,189 20,031 2,800 |
|
| Restructuring Lease incentives |
5,315 3,297 |
7,665 1,786 |
0 2,077 |
0 2,173 |
0 0 |
0 0 |
5,315 5,374 |
7,665 3,959 |
|
| Renovations OtherMaintenance capex |
1,889 1,572 |
361 4,405 |
580 822 |
12 659 |
3 18 |
159 11 |
2,472 2,412 |
532 5,0750 |
|
| Total capital expenditure | 16,089 | 35,050 | 27,766 | 2,844 | 1,118 | 326 | 44,973 | 38,220 | |
| In France, the "Acquisitions" caption chiefly relates to the acquisition of units in Labège (€1.2 million) |
existing parts of centres are upgraded in order to optimise value creation. This caption includes |
||||||||
| and Vannes (€0.4 million). | numerous operations in France, the most significant of which are Laval (€1.1 million), Ormesson (€0.3 |
"Extensions" essentially relates to a project to establish operations in Toulouse Purpan for €1.2 million.
"Restructuring" mainly concerns the Cité Europe shopping centre in Calais-Coquelles (€1.1 million) and the shopping centre in Flins (€1.3 million).
Like-for-like capital expenditure chiefly relates to assets being redeveloped where renovation and modernisation works are being carried out and existing parts of centres are upgraded in order to optimise value creation. This caption includes numerous operations in France, the most significant of which are Laval (€1.1 million), Ormesson (€0.3 million) and Grenoble Echirolles (€0.3 million). Likefor-like capital expenditure also includes rent relief granted to tenants.
In Spain, acquisitions include the Rosaleda shopping centre in Malaga.
In Italy, investments correspond mainly to the extension of the Paderno arcade.
No new bonds were issued in the first half of 2022.
Carmila's outstanding bond debt at 30 June 2022 amounts to €2,191 million, unchanged from end-December 2021.
Carmila has a syndicated loan agreement with a pool of banks, maturing in June 2024. An amount of €170 million was outstanding under this facility at 30 June 2022.
On 21 July 2022, after the end of the reporting period, Carmila signed a new €550 million term loan. The loan matures in 2027, with two extension options of one year each. The cost of the new loan is set at three-month Euribor plus a margin of 180 basis points.
No specific guarantee has been granted in the context of this loan agreement, which is conditional on compliance with the same financial ratios as Carmila's other bank loans, i.e., a ratio of consolidated net debt to fair value of assets of 0.55, a ratio of EBITDA to net cost of debt of 2.0 and value
of investment property equal to or greater than €2.5 billion.
This new credit line refinances an existing bank loan of €170 million maturing in 2024, the cost of which was set at three-month Euribor plus a margin of 115 basis points. It also replaces the first, undrawn tranche of a revolving credit facility of €270 million maturing in 2024, the cost of which, if drawn, was set at three-month Euribor plus a margin of 95 basis points.
Further to this operation, Carmila's cash position is sufficient to cover in full the repayment of the outstanding bond maturing in September 2023. Following this, the next bond will mature in September 2024.
This new credit facility includes two sustainability criteria designed to support Carmila's strategy to reduce by 90% its greenhouse gas emissions by 2030 and to achieve BREEAM certification for its entire asset portfolio by 2025. Carmila will benefit from a reduction of three basis points in the credit spread on the loan if these targets are met.
The LTV ratio including transfer taxes was 36.9% at 30 June 2022, down 50 basis points on end-December 2021, mainly due to the sale of six French property assets. Carmila is committed to maintaining a strong balance sheet and aims to maintain a level of debt compatible with its BBB (stable outlook) financial rating from S&P.
Carmila is targeting an LTV ratio of below 40% (including transfer taxes) over 2022-2026.
The loan agreement, along with the syndicated credit facilities, are subject to compliance with covenants as assessed at the end of each interim and annual reporting period. At 30 June 2022, Carmila complied with its covenants.
Bonds are not subject to compliance with these covenants.
The ratio of EBITDA to the net cost of debt must be greater than 2.0 at the test dates. The ratio was 4.6 at 30 June 2022.
The ratio of consolidated net debt to the fair value of investment assets including transfer taxes must not exceed 55% on the same dates; the ratio may be exceeded for one half-year period. The ratio was 36.9% at 30 June 2022.
| (including transfer taxes) over 2022-2026. | be exceeded for one half-year period. The ratio was 36.9% at 30 June 2022. |
not exceed 55% on the same dates; the ratio may | ||||||
|---|---|---|---|---|---|---|---|---|
| Compliance with covenants at 30 June 2022 | ||||||||
| The loan agreement, along with the syndicated credit facilities, are subject to compliance with covenants as assessed at the end of each interim and annual reporting period. At 30 June 2022, Carmila complied with its covenants. |
Debt maturity The average maturity of Carmila's debt was 3.9 years at 30 June 2022. However, since 21 July 2022 and the refinancing of |
|||||||
| Bonds are not subject to compliance with these | the term loan (repayment of the €170 million term loan and subscription of a new €550 million term loan maturing in 2027, including two one-year extension options), the average maturity of Carmila's debt is 4.2 years. |
|||||||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||||||
| 12 months | 12 months | |||||||
| EBITDA Cost of net debt |
(A) (B) |
283,584 61,496 |
238,758 61,946 |
|||||
| 4.6 | 3.9 | |||||||
| Interest coverage ratio | (A)/(B) | |||||||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||||||
| Net financial liabilities | (A) | 2,271,993 | 2,322,914 | |||||
| Gross financial liabilities | 2,506,100 | 2,561,100 | ||||||
| Net cash | (234,107) | (238,186) | ||||||
| Short-term investments | - | - | ||||||
| Property portfolio including transfer taxes | (B) | 6,164,756 | 6,214,371 | |||||
| Loan-to-value ratio including transfer taxes | (A)/(B) | 36.9% | 37.4% | |||||
| Property portfolio excluding transfer taxes | (C) | 5,860,985 | 5,910,743 | |||||
| Loan-to-value ratio excluding transfer taxes | (A)/(C) | 38.8% | 39.3% | |||||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||||||
| Net debt | (A) | 2,271,993 | 2,322,914 | |||||
| (B) | 283,584 | 238,758 | ||||||
| EBITDA |
Gross financial liabilities do not include issuance costs for bonds and other debt, current and non-current derivative instruments with a negative fair value, bank facilities and IFRS 16 financial liabilities.
During first-half 2022, Carmila had two revolving credit facilities for €270 million and €540 million, maturing in three and five years respectively, and including two one-year extension options. These credit facilities include two sustainability criteria designed to support Carmila's strategy to reduce by 50% its greenhouse gas emissions by 2030 and to achieve BREEAM certification for its entire asset portfolio by 2025.
| €270 million revolving credit facility (RCF) in order to convert it into a new term loan (see above). The outstanding revolving credit facility amounts to €540 million. |
On 21 July 2022, after the end of the reporting period, Carmila cancelled the first tranche of its |
||
|---|---|---|---|
| Breakdown of financial liabilities by maturity and average interest rate | Gross amount | Starting date | Lease maturity |
| (in thousands of euros) | |||
| Bond issue I – Notional amount €600m, coupon 2.375% | 547,900 | 18/09/2015 | 18/09/2023 |
| Bond issue II – Notional amount €588m, coupon 2.375% | 543,200 | 24/03/2016 | 16/09/2024 |
| Bond issue III – Notional amount €350m, coupon 2.125% | 350,000 | 07/03/2018 | 07/03/2028 |
| Bond issue IV – Notional amount €300m, coupon 1.625% | 300,000 | 30/11/2020 | 30/05/2027 |
| Bond issue V – Notional amount €300m, coupon 1.625% | 300,000 | 01/04/2021 | 01/04/2029 |
| Private placement I – Notional amount €50m, coupon 1.89% | 50,000 | 06/11/2019 | 06/11/2031 |
| Private placement II – Notional amount €100m, coupon 3.000% | 100,000 | 26/06/2020 | 26/06/2029 |
| Loan agreement Commercial paper |
170,000 145,000 |
16/06/2017 31/12/2016 |
16/06/2024 21/10/2028 |
At 30 June 2022, Carmila's debt had an average maturity of 3.9 years and an average interest rate of 2.0%, taking account of hedging instruments (excluding amortisation of issuance premiums, cancellation expenses for capitalised financial instruments and non-utilisation fees for undrawn credit lines). The average interest rate excluding hedging instruments was 1.8%.
However, since 21 July 2022 and the refinancing of the term loan (repayment of the €170 million term loan and subscription of a new €550 million term loan maturing in 2027, including two one-year extension options), the average maturity of Carmila's debt is 4.2 years and an average interest rate of 2.3%.
As the parent company, Carmila provides for almost all of the Group's financing and manages interestrate risk centrally.
Carmila's policy is to hedge its floating-rate debt in order to secure future cash flows by fixing or
capping the interest rate paid. This policy involves setting up derivatives instruments as interest rate swaps and options which are eligible for hedge accounting.
In order to optimise its hedging, on 18 March 2022 Carmila extended the maturity of two swaps with a notional amount of €25 and €100 million by four and three years, respectively, i.e., to 2031 and 2030. Carmila also entered into a forward swap (starting in June 2024, maturing in June 2031) and a swaption (starting in June 2031, maturing in June 2034) on 31 March 2022, with a nominal amount of €125 million. Lastly, on 13 April 2022, Carmila entered into a further forward swap (starting in June 2025, maturing in June 2031) and a swaption (starting in June 2031, maturing in June 2035), with a nominal amount of €100 million.
At 30 June 2022, Carmila's portfolio of derivative instruments set up with leading banking partners comprised:
four fixed-rate swaps at three-month Euribor for a notional amount of €260 million, with the swap covering the longest term expiring in December 2030;
one fixed-rate floor at three-month Euribor for a notional amount of €25 million, covering a period up to 2022;
one cap for a nominal amount of €100 million maturing in 2023.
These hedging instruments, still effective, were recognised as cash flow hedges. The consequence of this cash flow hedge accounting is that derivative instruments are recognised on the closing statement of financial position at their market value, with any changes in fair value attributable to the effective portion of the hedge recorded in shareholders' equity (OCI) and the ineffective portion taken to income.
| maturing in June 2031) and a swaption (starting in June 2031, maturing in June 2035), with a nominal At 30 June 2022, Carmila's portfolio of derivative instruments set up with leading banking partners four fixed-rate swaps at three-month Euribor for a notional amount of €260 million, with the swap covering the longest term expiring in |
instruments are recognised statement of financial position at their market value, with any changes in fair value attributable to the effective portion of the hedge recorded in shareholders' equity (OCI) and the ineffective portion taken to income. The fixed-rate position represents 98% of gross debt at 30 June 2022 (including swaps and swaption collars) and 102% including caps. |
on the closing |
|
|---|---|---|---|
| (in thousands of euros) |
30 June 2022 | 31 Dec. 2021 | |
| Cash | 234,142 | 238,268 | |
| Cash equivalents | - | - | |
| 234,142 | 238,268 | ||
| Cash and cash equivalents | |||
| Bank facilities | (35) | (82) |
On 13 July 2022, S&P confirmed Carmila's BBB rating with a "stable" outlook.
In addition to legal requirements, Carmila's dividend policy takes into account various factors including its earnings, financial position and the implementation of its objectives.
Where appropriate, dividends will be paid by Carmila out of distributable income and also out of issuance premiums.
Note that in order to benefit from the SIIC (real estate investment trust) regime in France, Carmila is required to distribute a significant portion of its profits to its shareholders (within the limit of its income as a SIIC and its distributable income):
95% of profits from gross rental income earned by Carmila;
70% of capital gains; and
100% of dividends from subsidiaries subject to the SIIC regime.
Acting on a proposal from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021. This dividend was paid in cash.
Carmila will recommend an annual payout of at least €1 per share, payable in cash, for dividends paid between 2023 and 2026, with a target payout ratio of 75% of recurring earnings.
| (in thousands of euros) |
Number of shares | Share capital | Issuance premium | Merger premium |
|---|---|---|---|---|
| At 1 January 2022 | 145,898,168 | 875,389 | 568,973 | 1,417,013 |
| Dividend – GM of 12 May 2022 | - | (143,556) | ||
| Cancellation of treasury shares | (2,039,146) | (12,235) | (17,265) | |
| Share option | (9,980) | (60) | 60 | |
| At 30 June 2022 | 143,849,042 | 863,094 | 551,768 | 1,273,457 |
At 30 June 2022, the share capital was made up of 143,849,042 shares, each with a par value of six euros (€6), fully subscribed and paid up. The share capital comprises 143,704,395 class A shares and 144,647 class D shares.
Acting on a recommendation from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021, representing a total payout of €143,556 thousand deducted in full from the merger premium. This amount was paid in full in cash.
Under the share buyback programmes initiated by the Company on 16 February 2022 and 24 March 2022, 2,039,146 shares were bought back and subsequently cancelled on 13 May 2022, further to a decision by the Chair and Chief Executive Officer, acting on the authority of the Board of Directors, and resulting in a reduction in the share capital in an amount of €12,234,876.
In accordance with the terms and conditions of the plan dated 16 May 2019, vested C Shares entitle their holders to convert them into A Shares following a two-year mandatory holding period. This period came to an end on 16 May 2022, leading to the conversion of 139,306 class C shares into 129,326 class A shares. At the end of the 20-day creditors' objection period, on 9 June 2022 the Chair and Chief Executive Officer placed on record that the share conversion had been completed on 16 May 2022, along with the corresponding decrease in share capital. This capital decrease was charged against issuance premiums for €60 thousand.
Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.
| Name of centre, city | Year of construction |
Year of acquisition |
Year of renovation |
Total number of units |
Carmila Group gross leasable area (sq.m.) |
Carmila Group share per site (%) |
|---|---|---|---|---|---|---|
| France | ||||||
| Aix en Provence | 1971 | 2014 | 2015 | 40 | 8,422 | 24.1% |
| Amiens | 1973 | 2014 | 2014 | 19 | 4,442 | 22.9% |
| Angers - Saint Serge | 1969 | 2014 | 2015 | 28 | 7,172 | 34.4% |
| Angoulins | 1973 | 2014 | 2015 | 34 | 4,833 | 23.0% |
| Annecy Brogny | 1968 | 2014 | 2015 | 22 | 4,900 | 22.9% |
| Antibes | 1973 | 2014 | 2014 | 33 | 4,829 | 22.1% |
| Athis Mons Auch |
1971 | 2014 | 2014 | 53 | 10,241 | 35.6% |
| Auchy-les-Mines | 1976 1993 |
2014 2014 |
2014 2015 |
13 27 |
928 2,750 |
16.3% 26.2% |
| Auterive | 2011 | 2014 | - | 19 | 6,674 | 36.8% |
| Bab 2 – Anglet | 1967 | 2014 | 2017 | 129 | 27,057 | 58.9% |
| Barentin | 1973 | 2016 | - | 17 | 7,424 | 19.0% |
| Bassens (Chambéry) | 1969 | 2014 | 2014 | 20 | 2,757 | 18.2% |
| Bay 1 | 2004 | 2014 | - | 27 | 8,881 | 38.5% |
| Bay 2 | 2003 | 2014 | - | 105 | 20,870 | 53.7% |
| Bayeux Besneville | 1974 | 2014 | 2014 | 9 | 597 | 11.0% |
| Beaucaire | 1989 | 2014 | 2015 | 30 | 6,841 | 21.4% |
| Beaurains 2 | 2011 | 2014 | - | 10 | 4,372 | 52.7% |
| Beauvais | 1969 | 2014 | 2016 | 16 | 3,986 | 59.8% |
| Berck-sur-Mer | 1995 | 2014 | 2014 | 30 | 11,225 | 58.1% |
| Besançon - Chalezeule | 1976 | 2014 | 2018 | 30 | 16,959 | 41.3% |
| Bourg-en-Bresse | 1977 | 2014 | 2019 | 24 | 6,215 | 22.2% |
| Bourges | 1969 | 2014 | 2016 | 51 | 8,984 | 36.7% |
| Brest Hyper | 1969 | 2014 | 2014 | 48 | 17,683 | 67.7% |
| Calais – Beau Marais | 1973 | 2014 | 2015 | 21 | 5,128 | 36.5% |
| Calais-Coquelles Chambourcy |
1995 1973 |
2014 2014 |
2019 2015 |
155 73 |
52,538 21,333 |
77.1% 43.5% |
| Champs-sur-Marne | 1967 | 2014 | 2014 | 17 | 1,791 | 16.5% |
| Charleville-Mézières | 1985 | 2014 | 2014 | 24 | 2,465 | 17.7% |
| Château Thierry | 1972 | 2014 | 2015 | 9 | 660 | 8.8% |
| Châteauneuf-les-Martigues | 1973 | 2014 | 2016 | 21 | 10,752 | 35.8% |
| Châteauroux | 1969 | 2014 | 2014 | 24 | 6,976 | 20.3% |
| Cholet | 1970 | 2014 | 2014 | 32 | 5,372 | 26.0% |
| Condé-sur-L'Escaut | 1987 | 2014 | 2015 | 6 | 529 | 9.6% |
| Conde-sur-Sarthe | 1972 | 2014 | 2014 | 32 | 9,425 | 34.3% |
| Crèches sur Saone | 1981 | 2014 | 2015 | 59 | 19,096 | 48.9% |
| Denain | 1979 | 2014 | 2016 | 7 | 617 | 6.0% |
| Dinan Quevert | 1970 | 2016 | - | 19 | 3,269 | 36.4% |
| Douai Flers | 1983 | 2014 | 2015 | 48 | 7,388 | 19.8% |
| Draguignan | 1992 | 2014 | 2017 | 24 | 4,794 | 39.1% |
| Échirolles (Grenoble) | 1969 | 2014 | 2014 | 32 | 4,768 | 20.1% |
| Épernay Épinal |
1970 | 2014 | 2016 | 10 | 1,064 | 45.8% |
| Étampes | 1983 1983 |
2014 2014 |
2016 2015 |
23 3 |
20,227 875 |
37.5% 7.7% |
| Évreux | 1974 | 2014 | 2017 | 78 | 37,811 | 70.4% |
| Feurs | 1981 | 2014 | 2019 | 6 | 1,027 | 12.1% |
| Flers Saint-Georges-des-Groseillers | 1998 | 2016 | - | 14 | 1,890 | 31.1% |
| Flins-sur-Seine | 1973 | 2014 | 2014 | 21 | 6,593 | 12.6% |
| Fourmies | 1985 | 2014 | 2016 | 14 | 1,905 | 16.1% |
| Francheville | 1989 | 2014 | 2015 | 21 | 2,865 | 16.5% |
| Gennevilliers Goussainville Gruchet Gueret Hazebrouck |
Year of acquisition |
Year of renovation |
Total number of units |
Carmila Group gross leasable area (sq.m.) |
Carmila Group share per site (%) |
|
|---|---|---|---|---|---|---|
| 1976 | 2014 | 2015 | 18 | 2,431 | 14.1% | |
| 1989 | 2014 | 2015 | 24 | 3,349 | 38.1% | |
| 1974 | 2014 | 2015 | 29 | 11,837 | 38.2% | |
| 1987 | 2014 | 2019 | 14 | 3,418 | 18.4% | |
| 1983 | 2014 | 2014 | 13 | 1,304 | 8.4% | |
| Herouville-St-Clair | 1976 | 2014 | 2016 | 50 | 14,273 | 66.4% |
| La Chapelle St Luc | 2012 | 2014 | 2015 | 45 | 21,799 | 56.5% |
| La Ciotat La Roche-sur-Yon |
1998 1973 |
2014 2014 |
2015 2015 |
12 14 |
588 1,377 |
5.1% 17.6% |
| Laon | 1990 | 2014 | 2015 | 39 | 8,045 | 62.3% |
| Laval | 1986 | 2014 | - | 43 | 7,707 | 27.7% |
| Le Mans | 1968 | 2014 | 2014 | 21 | 1,923 | 11.9% |
| L'Haÿ-les-Roses | 1981 | 2014 | 2016 | 14 | 577 | 2.8% |
| Libourne | 1973 | 2014 | 2014 | 25 | 4,304 | 16.6% |
| Liévin | 1973 | 2014 | 2014 | 22 | 3,111 | 7.4% |
| Limay | 1998 | 2014 | - | 9 | 327 | 4.8% |
| Lorient | 1981 | 2014 | 2014 | 33 | 12,424 | 66.4% |
| Mably Mondeville |
1972 | 2014 | 2017 | 29 | 31,085 | 33.6% |
| Montélimar | 1995 1985 |
2014 2014 |
- 2016 |
5 6 |
2,401 7,689 |
6.5% 34.0% |
| Montereau | 1970 | 2014 | 2015 | 11 | 876 | 10.7% |
| Montesson | 1970 | 2014 | - | 64 | 13,263 | 34.1% |
| Montluçon | 1988 | 2015 | 2016 | 36 | 3,600 | 71.3% |
| Nantes Beaujoire | 1972 | 2014 | 2015 | 35 | 4,669 | 19.8% |
| Nanteuil-lès-Meaux (GM) | 2014 | 2015 | - | 8 | 811 | 12.4% |
| Nevers-Marzy | 1969 | 2014 | 2016 | 58 | 20,124 | 40.9% |
| Nice-Lingostière | 1978 | 2014 | 2014 | 101 | 21,128 | 43.1% |
| Nîmes Sud | 1969 | 2014 | 2015 | 18 | 2,962 | 14.4% |
| Orange Orléans Place d'Arc |
1988 | 2014 | 2014 | 36 | 5,262 | 28.4% |
| Ormesson | 1988 1972 |
2014 2015 |
2018 2018 |
67 118 |
13,575 29,418 |
57.4% 30.2% |
| Paimpol | 1964 | 2014 | 2016 | 14 | 2,656 | 18.6% |
| Pau Lescar | 1973 | 2014 | 2017 | 76 | 11,984 | 38.2% |
| Perpignan Claira | 1983 | 2014 | 2015 | 78 | 21,040 | 60.5% |
| Port de Bouc | 1973 | 2014 | 2015 | 25 | 7,093 | 34.1% |
| Pré-Saint-Gervais | 1979 | 2016 | - | 19 | 1,620 | 26.5% |
| Puget-sur-Argens | 1991 | 2015 | 2017 | 51 | 4,639 | 31.9% |
| Quetigny | 2014 | 2014 | - | 5 | 7,365 | 100.0% |
| Quimper-Le Kerdrezec | 1978 | 2014 | 2016 | 40 | 8,586 | 27.6% |
| Reims-Cernay | 1981 | 2014 | 2016 | 21 | 3,532 | 24.6% |
| Rennes Cesson Rethel |
1981 1994 |
2014 2016 |
2014 2017 |
78 18 |
13,500 3,397 |
48.1% 35.7% |
| Saint-Jean-de-Luz | 1982 | 2014 | 2017 | 17 | 2,598 | 31.9% |
| Saint-Lô | 1973 | 2016 | 2016 | 11 | 1,089 | 18.9% |
| Saint-Martin-au-Laërt | 1991 | 2014 | 2016 | 9 | 858 | 15.0% |
| Salaise sur Sanne | 1991 | 2014 | 2014 | 44 | 7,210 | 42.1% |
| Sallanches | 1973 | 2014 | 2016 | 12 | 1,917 | 16.0% |
| Sannois | 1992 | 2015 | 2015 | 33 | 4,099 | 27.4% |
| Saran-Orléans | 1971 | 2014 | 2017 | 91 | 38,731 | 64.2% |
| Sartrouville Segny |
1977 1980 |
2014 2014 |
2014 2017 |
39 16 |
6,738 2,196 |
29.0% 30.0% |
| Name of centre, city | Year of construction |
Year of acquisition |
Year of renovation |
Total number of units |
Carmila Group gross leasable area (sq.m.) |
Carmila Group share per site (%) |
|---|---|---|---|---|---|---|
| Sens Maillot | 1970 | 2014 | 2016 | 9 | 1,848 | 20.4% |
| Sens Voulx | 1972 | 2014 | 2016 | 9 | 599 | 5.7% |
| St André Les Vergers | 1975 | 2014 | 2016 | 9 | 1,097 | 4.8% |
| St Brieuc - Langueux | 1969 | 2014 | 2017 | 52 | 14,328 | 41.9% |
| St Egrève Stains |
1986 1972 |
2014 2014 |
2014 - |
35 24 |
9,391 2,894 |
18.8% 17.4% |
| Tarnos | 1989 | 2014 | 2014 | 27 | 4,108 | 29.2% |
| Thionville | 1971 | 2016 | - | 157 | 30,248 | 46.7% |
| Tinqueux | 1969 | 2014 | 2015 | 27 | 5,946 | 22.4% |
| Toulouse Labège Toulouse Purpan |
1983 1970 |
2014 2014 |
- 2015 |
129 49 |
24,117 16,286 |
56.5% 31.0% |
| Tournefeuille | 1995 | 2014 | - | 20 | 5,702 | 39.4% |
| Trans-en-Provence | 1976 | 2014 | 2016 | 28 | 3,923 | 32.1% |
| Uzès | 1989 | 2014 | 2015 | 17 | 1,292 | 15.3% |
| Vannes - Le Fourchêne Vaulx-en-Velin |
1969 1988 |
2014 2014 |
2014 2016 |
69 44 |
9,001 6,606 |
37.7% 36.7% |
| Venette | 1974 | 2014 | 2015 | 40 | 6,787 | 25.0% |
| Vénissieux | 1966 | 2014 | 2016 | 25 | 4,477 | 12.3% |
| Villejuif | 1988 | 2014 | 2015 | 33 | 4,118 | 9.8% |
| Vitrolles Spain |
1971 | 2018 | - | 85 | 24,405 | 42.9% |
| Albacete – Los Llanos | 1989 | 2014 | - | 24 | 7,178 | 25.5% |
| Alcala de Henares | 2007 | 2014 | 2016 | 20 | 1,667 | 17.3% |
| Alcobendas | 1981 | 2014 | 2016 | 43 | 3,515 | 23.7% |
| Alfafar | 1976 | 2014 | 2015 | 32 | 7,175 | 29.7% |
| Aljarafe Almería |
1998 1987 |
2018 2014 |
- 2014 |
42 21 |
12,011 1,024 |
35.8% 10.5% |
| Alzira | 1991 | 2014 | 2017 | 18 | 7,712 | 18.3% |
| Antequera | 2004 | 2018 | 2017 | 56 | 13,436 | 65.7% |
| Azabache | 1977 | 2014 | 2016 | 31 | 5,839 | 24.4% |
| Cabrera de Mar Caceres |
1979 | 2014 | 2014 | 26 | 14,240 | 17.9% |
| Cartagena | 1998 1998 |
2014 2014 |
2015 2016 |
13 15 |
1,559 1,119 |
11.7% 14.5% |
| Castellón | 1985 | 2014 | 2015 | 21 | 2,681 | 10.3% |
| Ciudad de la Imagen | 1995 | 2014 | 2016 | 22 | 2,008 | 14.2% |
| Córdoba - Zahira | 1977 | 2014 | 2019 | 15 | 957 | 7.4% |
| Dos Hermanas (Seville) El Alisal |
1993 2004 |
2014 2014 |
2017 2016 |
17 35 |
1,411 15,120 |
13.4% 52.5% |
| El Mirador | 1997 | 2016 | - | 42 | 9,845 | 50.4% |
| El Paseo | 1977 | 2018 | - | 53 | 10,454 | 53.5% |
| El Pinar | 1981 | 2014 | 2014 | 22 | 4,341 | 14.0% |
| Elche Fan Mallorca |
1983 2016 |
2014 2016 |
2015 2016 |
18 104 |
10,134 38,141 |
18.9% 75.0% |
| Finestrat - Benidorm | 1989 | 2014 | 2016 | 23 | 2,223 | 17.0% |
| Gandía | 1994 | 2014 | 2015 | 19 | 2,040 | 13.3% |
| Gran Via de Hortaleza | 1992 | 2018 | - | 66 | 6,150 | 27.2% |
| Granada Huelva |
1999 2013 |
2014 2014 |
2015 2013 |
26 93 |
2,714 34,048 |
16.5% 78.3% |
| Jerez de la Frontera – Norte | 1997 | 2014 | 2017 | 42 | 6,899 | 37.5% |
| Jerez de la Frontera, Cádiz – Sur | 1989 | 2014 | 2016 | 37 | 6,813 | 22.1% |
| La Granadilla | 1990 | 2014 | 2014 | 14 | 1,029 | 7.0% |
| La Línea de la Concepción, Cádiz – Gran Sur La Sierra |
1997 1994 |
2014 2018 |
2016 - |
40 70 |
9,079 17,611 |
38.0% 26.0% |
| Leon | 1990 | 2014 | 2016 | 17 | 2,473 | 20.3% |
| Lérida | 1986 | 2014 | 2014 | 11 | 512 | 8.8% |
| Los Angeles | 1992 | 2014 | 2016 | 39 | 6,733 | 30.6% |
| Year of construction |
Year of acquisition |
Year of renovation |
Total number of units |
Carmila Group gross leasable area (sq.m.) |
Carmila Group share per site (%) |
|
|---|---|---|---|---|---|---|
| Los Barrios Algeciras | 1980 | 2014 | 2015 | 25 | 2,353 | 17.2% |
| Lucena | 2002 | 2014 | 2016 | 13 | 1,394 | 13.8% |
| Lugo Málaga – Alameda II |
1993 1987 |
2014 2014 |
2017 2016 |
18 31 |
2,022 8,839 |
11.1% 37.6% |
| Málaga – Los Patios | ||||||
| 1975 | 2014 | 2018 | 39 | 6,624 | 27.5% | |
| Málaga – Rosaleda | 1993 | 2022 | - | 73 | 15,528 | 28.0% |
| Manresa Merida |
1991 1992 |
2018 2014 |
- 2017 |
28 18 |
2,301 2,601 |
13.1% 12.9% |
| Montigala | 1991 | 2016 | 2018 | 55 | 10,664 | 43.7% |
| Mostoles | 1992 | 2014 | 2016 | 22 | 3,291 | 20.1% |
| Murcia - Atalayas | 1993 | 2016 | - | 44 | 11,296 | 45.1% |
| Murcia - Zaraiche | 1985 | 2014 | 2014 | 23 | 2,566 | 14.1% |
| Oiartzun | 1979 | 2014 | 2014 | 12 | 721 | 5.5% |
| Orense | 1995 | 2014 | 2016 | 17 | 4,131 | 17.1% |
| Palma | 1977 | 2014 | 2014 | 20 | 579 | 5.9% |
| Paterna | 1979 | 2014 | 2016 | 18 | 1,679 | 9.2% |
| Peñacastillo | 1992 | 2014 | 2014 | 50 | 10,196 | 42.0% |
| Petrer | 1991 | 2014 | 2016 | 27 | 4,329 | 23.4% |
| Plasencia | 1998 | 2014 | - | 12 | 1,299 | 13.1% |
| Pontevedra | 1995 | 2014 | 2014 | 16 | 1,681 | 13.0% |
| Reus Rivas |
1991 1997 |
2014 2014 |
2014 2016 |
23 22 |
2,933 2,158 |
21.2% 21.5% |
| Sagunto | 1989 | 2014 | - | 10 | 968 | 11.9% |
| Salamanca | 1989 | 2014 | 2016 | 13 | 795 | 7.6% |
| San Juan | 1977 | 2018 | - | 31 | 7,266 | 24.5% |
| San Juan de Aznalfarache, Seville | 1985 | 2014 | 2015 | 34 | 4,982 | 25.0% |
| San Sebastián de los Reyes | 2004 | 2014 | 2016 | 19 | 2,336 | 12.7% |
| Sestao | 1994 | 2014 | 2016 | 17 | 1,317 | 48.8% |
| Sevilla - Macarena | 1993 | 2014 | 2016 | 23 | 1,882 | 14.6% |
| Sevilla - Montequinto | 1999 | 2014 | 2016 | 14 | 9,995 | 21.6% |
| Sevilla – San Pablo | 1979 | 2014 | 2014 | 29 | 3,273 | 20.4% |
| Talavera – Los Alfares | 2005 | 2014 | 2016 | 56 | 20,482 | 75.0% |
| Tarragona | 1975 | 2014 | 2017 | 16 | 3,420 | 11.4% |
| Tarrasa | 1978 | 2018 | - | 34 | 7,502 | 31.6% |
| Torrelavega | 1996 | 2014 | 2016 | 14 | 2,147 | 18.2% |
| Torrevieja | 1994 | 2014 | 2014 | 17 | 1,700 | 11.5% |
| Valencia - Campanar | 1988 | 2014 | 2016 | 29 | 3,088 | 16.7% |
| Valladolid | 1981 | 2014 | 2017 | 22 | 3,615 | 17.5% |
| Valladolid II | 1995 | 2014 | 2017 | 17 | 3,551 | 21.5% |
| Valverde Badajoz | 1996 | 2014 | 2015 | 25 | 3,287 | 23.6% |
| Villanueva | 1995 | 2014 | 2016 | 9 | 687 | 10.2% |
| Villareal de los Infantes | 1995 | 2014 | 2016 | 13 | 939 | 10.3% |
| Zaragoza As Cancelas wholly-owned (50% of assets held, based on the equity method) |
1989 2012 |
2014 2014 |
2015 2012 |
19 119 |
4,301 25,131 |
23.4% - |
| Italy | ||||||
| Assago | 1988 | 2015 | 2019 | 2 | 2,380 | 5.0% |
| Burolo | 1996 | 2014 | 2016 | 10 | 946 | 10.9% |
| Gran Giussano | 1997 | 2014 | 2016 | 49 | 9,338 | 47.4% |
| Limbiate | 2006 | 2015 | - | 1 | 1,923 | 4.4% |
| Massa | 1995 | 2014 | 2016 | 44 | 8,231 | 45.9% |
| Nichelino | 2017 | 2017 | 2017 | 65 | 29,194 | 62.2% |
| Paderno Dugnano | 1975 | 2014 | 2022 | 73 | 15,322 | 47.6% |
| Thiene | 1992 | 2014 | 2015 | 39 | 5,973 | 44.7% |
| Turin | 1989 | 2014 | 2014 | 12 | 1,186 | 12.7% |
| 1987 | 2014 |

Carmila – 2022 Half-year financial report, including condensed consolidated financial statements 45
| 1. CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022 48 | |
|---|---|
| 1.1. Consolidated statement of comprehensive income 48 | |
| 1.2. Consolidated statement of financial position 49 | |
| 1.3. Consolidated statement of cash flows 50 | |
| 1.4. Consolidated statement of changes in shareholders' equity 51 | |
| 2. SIGNIFICANT EVENTS OF FIRST-HALF 2022 52 | |
| 2.1. Investments 53 | |
| 2.2. Disposals 53 | |
| 2.3. Dividend 53 | |
| 3. SIGNIFICANT ACCOUNTING POLICIES 54 | |
| 3.1. Presentation of the Group 54 | |
| 3.2. Shareholding, stock market listing and strategic partnership 54 | |
| 3.3. Accounting standards 55 | |
| 3.4. Principal estimates and judgements by management 55 | |
| 3.5. Other principles applied in presenting the consolidated financial statements 56 | |
| 4. CONSOLIDATION SCOPE AND METHODS 56 | |
| 4.1. Consolidation scope and methods 56 | |
| 4.2. Main events in first-half 2022 57 | |
| 4.3. Description of the main partnerships 57 | |
| 5. SEGMENT REPORTING 58 | |
| 5.1. Definition of operating segments and indicators used 58 | |
| 5.2. Operating income by operating segment 58 | |
| 5.3. Breakdown of investment properties by operating segment 58 | |
| 5.4. Breakdown of capital expenditure by operating segment 59 | |
| 6. INVESTMENT PROPERTIES 59 | |
| 6.1. Details of investment properties carried at fair value and at cost 62 | |
| 6.2. Valuation assumptions and sensitivity analysis 63 | |
| 6.3. Investment properties held for sale 64 | |
| 7. FINANCING AND FINANCIAL INSTRUMENTS 65 | |
| 7.1. Net financial expense 66 | |
| 7.2. Current and non-current financial liabilities 67 | |
| 7.3. Management of financial risks and hedging strategy 70 | |
| 8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS 72 |
| 8.1. Intangible assets 72 | |
|---|---|
| 8.2. Property, plant and equipment 72 | |
| 8.3. Investments in equity-accounted companies 73 | |
| 8.4. Other non-current assets 73 | |
| 8.5. Trade receivables 74 | |
| 8.6. Other current assets 75 | |
| 8.7. Net cash 76 | |
| 8.8. Equity 76 | |
| 8.9. Provisions 77 | |
| 8.10. Trade and payables to suppliers of non-current assets 78 | |
| 8.11. Other current liabilities 78 | |
| 9. BREAKDOWN OF STATEMENT OF INCOME ITEMS 79 | |
| 9.1. Net rental income 79 | |
| 9.2. Overhead expenses 81 | |
| 9.3. Depreciation, amortisation, provisions and impairment 83 | |
| 9.4. Gains and losses on disposals of investment properties and equity investments sold 83 | |
| 10. INCOME TAX 84 | |
| 10.1. Income tax benefit 85 | |
| 10.2. Tax reconciliation 86 | |
| 10.3. Current tax assets and liabilities 87 | |
| 10.4. Deferred tax assets and liabilities 87 | |
| 11. OFF-BALANCE SHEET COMMITMENTS AND ASSOCIATED RISKS 87 | |
| 11.1. Contingent liabilities 88 | |
| 11.2. Commitments received 88 | |
| 11.3. Commitments given 88 | |
| 11.4. Reciprocal commitments 89 | |
| 12. RELATED-PARTY TRANSACTIONS 90 | |
| 13. COMPENSATION AND EMPLOYEE BENEFITS 91 | |
| 13.1. Payroll expenses 91 | |
| 13.2. Headcount 91 | |
| 13.3. Employee benefits 91 | |
| 14. ADDITIONAL INFORMATION 92 | |
| 14.1. Subsequent events 92 | |
| 15. LIST OF CONSOLIDATED COMPANIES 93 |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED | |||
|---|---|---|---|
| 1.1. Consolidated statement of comprehensive income | |||
| (in thousands of euros) | Note | First-half 2022 | First-half 2021 |
| Gross rental income | 182,806 | 172,866 | |
| Charges rebilled to tenants | 54,671 | 49,260 | |
| Total income from rental activity | 237,477 | 222,126 | |
| Real estate expenses | (24,894) | (23,276) | |
| Rental charges | (39,116) | (37,199) | |
| Property expenses (landlord) | (1,248) | (33,706) | |
| Net rental income | 9.1 | 172,219 | 127,945 |
| Overhead expenses | 9.2 | (23,909) | (24,428) |
| Income from property management, administration and other activities | 5,247 | 5,592 | |
| Other income Payroll expenses |
2,360 (13,385) |
765 (13,665) |
|
| Other external expenses | (18,131) | (17,120) | |
| Additions to depreciation and amortisation of property, plant and equipment and intangible assets, and provisions |
9.3 | (124) | (884) |
| Other operating income and expenses | (238) | 83 | |
| Gains and losses on disposals of investment properties and equity investments | 9.4 | (2,888) | 78 |
| Change in fair value adjustments | 6.2 | 52,675 | (42,712) |
| Share in net income (loss) of equity-accounted companies Operating income |
8.3 | (1,011) 196,724 |
1,467 61,549 |
| Financial income | 653 | 423 | |
| Financial expenses Cost of net debt |
(30,854) (30,201) |
(31,074) (30,651) |
|
| Other financial income and expenses | (7,017) | (9,171) | |
| Net financial expense | 7.1 | (37,218) | (39,822) |
| Income before taxes | 159,506 | 21,727 | |
| Income tax | 10.1 | (2,611) | (2,882) |
| Consolidated net income | 156,895 | 18,845 | |
| Attributable to owners of the parent | 156,626 | 18,759 | |
| Non-controlling interests | 269 | 85 | |
| Average number of shares comprising Carmila's share capital Earnings per share (attributable to owners) (in euros) |
8.8.4 | 144,936,550 1.08 |
142,490,436 0.13 |
| Diluted average number of shares comprising Carmila's share capital Diluted earnings per share (attributable to owners) (in euros) |
8.8.4 | 145,204,340 1.08 |
142,737,623 0.13 |
| Consolidated statement of comprehensive income (in thousands of euros) |
Note | First-half 2022 | First-half 2021 |
| Consolidated net income | 156,895 | 18,845 | |
| Consolidated statement of comprehensive income Note (in thousands of euros) |
First-half 2022 | First-half 2021 |
|---|---|---|
| Consolidated net income | 156,895 | 18,845 |
| Items that will be reclassified subsequently to net income | 51,081 | 11,552 |
| Effective portion of cash flow hedges | 51,081 | 11,552 |
| Fair value of other financial assets | - | |
| Related income tax | - | - |
| Items that will not be reclassified subsequently to net income | - | - |
| Actuarial gains and losses on defined benefit plans | - | - |
| Related income tax | - | - |
| Total comprehensive income | 207,976 | 30,397 |
| 1.2. Consolidated statement of financial position | |||
|---|---|---|---|
| ASSETS | |||
| (in thousands of euros) | Note | 30 June 2022 | 31 Dec. 2021 |
| Intangible assets | 8.1 | 3,705 | 4,664 |
| Property, plant and equipment | 8.2 | 3,275 | 3,369 |
| Investment properties carried at fair value | 6.1 | 5,801,886 | 5,846,327 |
| Investment properties carried at cost | 6.1 | 27,674 | 33,213 |
| Investments in equity-accounted companies | 8.3 | 64,041 | 50,309 |
| Other non-current assets | 8.4 | 17,432 | 19,539 |
| Deferred tax assets | 10.4 | 9,856 | 9,855 |
| Non-current assets | 5,927,869 | 5,967,275 | |
| Trade receivables | 8.5 | 116,442 | 75,489 |
| Other current assets | 8.6 | 127,687 | 90,439 |
| Cash and cash equivalents | 8.7 | 234,142 | 238,268 |
| Current assets | 478,271 | 404,196 | |
| Total assets | 6,406,140 | 6,371,471 |
| Investment properties carried at cost | 6.1 | 27,674 | 33,213 |
|---|---|---|---|
| Investments in equity-accounted companies | 8.3 | 64,041 | 50,309 |
| Other non-current assets | 8.4 | 17,432 | 19,539 |
| Deferred tax assets | 10.4 | 9,856 | 9,855 |
| Trade receivables | 8.5 | 116,442 | 75,489 |
| Other current assets | 8.6 | 127,687 | 90,439 |
| Cash and cash equivalents | 8.7 | 234,142 | 238,268 |
| EQUITY AND LIABILITIES | |||
| (in thousands of euros) | Note | 30 June 2022 | 31 Dec. 2021 |
| Share capital | 863,094 | 875,389 | |
| Additional paid-in capital | 1,825,226 | 1,985,986 | |
| Treasury shares | (2,352) | (2,351) | |
| Other comprehensive income | 22,612 | (28,469) | |
| Consolidated retained earnings | 544,958 | 352,177 | |
| Consolidated net income | 156,626 | 192,121 | |
| Equity attributable to owners | 3,410,163 | 3,374,853 | |
| Non-controlling interests | 5,905 | 5,776 | |
| Total equity | 8.8 | 3,416,068 | 3,380,629 |
| Non-current provisions | 8.9 | 7,474 | 6,867 |
| Non-current financial liabilities | 7.2 | 2,384,540 | 2,384,895 |
| Lease deposits and guarantees | 80,315 | 79,812 | |
| Non-current tax and deferred tax liabilities | 10.3 & 10.4 | 141,796 | 139,445 |
| Other non-current liabilities | - | 2 | |
| Non-current liabilities | 2,614,125 | 2,611,021 | |
| Current financial liabilities | 7.2 | 171,360 | 228,071 |
| Bank facilities | 7.2 & 8.7 | 35 | 82 |
| Current provisions | 84 | 1,039 | |
| Trade payables | 8.10 | 20,847 | 20,984 |
| Payables to suppliers of non-current assets | 8.10 | 10,405 | 22,067 |
| Accrued tax and payroll liabilities | 8.11 | 81,108 | 54,179 |
| Other current liabilities | 8.11 | 92,108 | 53,399 |
| Current liabilities | 375,947 | 379,821 | |
| 6,406,140 | 6,371,471 |
| 1.3. Consolidated statement of cash flows | |||
|---|---|---|---|
| Note | First-half 2022 | First-half 2021 | |
| (in thousands of euros) | |||
| Consolidated net income | 156,895 | 18,845 | |
| Elimination of income from equity-accounted companies | 8.3 | 1,011 | (1,467) |
| Elimination of depreciation, amortisation and provisions | 4,428 | 2,444 | |
| Elimination of fair value adjustments | 6.1 & 7.2.1 | (47,909) | 45,688 |
| Elimination of capital gains and losses on disposals Other non-cash income and expenses |
2,888 1,145 |
(1,723) 7,422 |
|
| Cash flow from operations after cost of net debt and tax | 118,458 | 71,209 | |
| Elimination of tax expense (income) | 10.1 | 2,611 | 2,882 |
| Elimination of cost of net debt | 30,201 | 30,650 | |
| Cash flow from operations before cost of net debt and tax | 151,270 | 104,741 | |
| Change in operating working capital | 26,268 | (21,961) | |
| Change in lease deposits and guarantees | 27 | 1,510 | |
| Income tax paid | 3,432 | (775) | |
| Net cash from operating activities | 180,997 | 83,515 | |
| Change in payables on non-current assets | (13,120) | (77,667) | |
| Acquisitions of investment properties | 6.1 | (44,973) | (38,220) |
| Acquisitions of other non-current assets | (15,295) | (675) | |
| Change in loans and advances | (2,215) | (4,755) | |
| Disposal of investment properties and other non-current assets | 143,662 | 8,034 | |
| Dividends received | 1,217 | 820 | |
| Net cash used in investing activities | 69,276 | (112,463) | |
| Corporate actions | 8.8 | (29,500) | - |
| Net sale (purchase) of treasury shares Issuance of bonds |
(1) - |
(240) 300,000 |
|
| Increase in bank loans | 7.2 | - | 250,000 |
| Loan repayments | 7.2 | (55,063) | (524,671) |
| Change in marketable securities included in other current receivables | (155) | 118 | |
| Interest paid | (26,590) | (22,128) | |
| Interest received | 653 | 423 | |
| Dividends and share premiums distributed to shareholders | (143,696) | (94,338) | |
| Net cash from (used in) financing activities | (254,352) | (90,836) | |
| Net change in cash and cash equivalents | (4,079) | (119,784) | |
| Cash and cash equivalents at start of period | 238,186 | 311,329 | |
| 234,107 | 191,545 |
| 1.4. Consolidated statement of changes in shareholders' equity |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note Share capital |
Additional paid | Treasury shares | Other | Consolidated | Consolidated net | Equity | Non-controlling | ||
| (in thousands of euros) | in capital | comprehensive income |
retained earnings | income | attributable to owners |
interests | Total equity | ||
| Balance at 31 December 2021 | 875,389 | 1,985,986 | (2,351) | (28,469) | 352,177 | 192,121 | 3,374,854 | 5,776 | 3,380,630 |
| Corporate actions | 8.8 (12,295) |
(17,204) | (29,499) | (29,499) | |||||
| - | - | - | |||||||
| Share-based payments | 13.3.2 - |
(1) | 659 | 658 | 658 | ||||
| Treasury share transactions | 8.8.3 | (143,556) | (140) | (143,696) | |||||
| Dividend paid | 2.3 | (143,556) | |||||||
| Appropriation of 2021 net income | 192,121 | (192,121) | |||||||
| Net income for the period | 156,626 | 156,626 | 269 | 156,895 | |||||
| Other comprehensive income reclassified to income | 7.4 | 2,488 | 2,488 | 2,488 | |||||
| Change in fair value of other financial assets | - | - | |||||||
| Change in fair value of hedging instruments | 7.4 | 48,593 | 48,593 | 48,593 | |||||
| Actuarial gains and losses on retirement benefits Other comprehensive income |
13.3.1 | - 51,081 |
- 51,081 |
- 51,081 |
|||||
| Other changes | |||||||||
After a year defined by the health crisis in 2021, the first six months of 2022 saw a gradual return to normal rental activity and financial performance. Carmila's shopping centres remained open throughout the entire period, in contrast to first-half 2021, when they were closed for an average of 2.2 months due to government-ordered closures and lockdowns.
Carmila continued to see good leasing momentum, with 517 leases signed in first-half 2022 in line with the portfolio's rental values.
Net rental income for first-half 2022 was up 34.6% to €172.2 million, mainly due to the absence of major health measures in the period and to organic rental income growth of 4.8%, including a 3.0% positive indexation effect.
Of the total rent invoiced in the first half of 2022, 95.4% has been collected.
The value of the asset portfolio (including transfer taxes) stood at €6.2 billion at 30 June 2022. Exit capitalisation rates increased over the period, with an overall rate (net potential yield – NPY) of 6.26% at 30 June 2022. On a like-for-like basis, the value of the portfolio rose 1.1% versus 31 December 2021.
On 24 May 2022, Carmila announced the acquisition of Rosaleda, a shopping centre located in Malaga, Southern Spain, for €24.3 million including transfer taxes.
The centre, which is made up of 73 stores adjoining a Carrefour hypermarket, has a gross leasable area of 15,500 sq.m. and includes two larger stores (Decathlon and Lefties, an Inditex group fashion banner). With 5.8 million visitors each year, it benefits from a clear leading position in its catchment area, a leisure complex with a cinema and strong footfall. The purchase price offers Carmila significant scope for value creation.
On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and ATLAND Voisin.
The portfolio consists of six assets, all of which are located in France: Mondevillage, Meylan, Mont St Aignan, Nantes St Herblain, Rambouillet and St Jean de Vedas. The sale price of the portfolio is €150 million, including transfer taxes, in line with end-2021 appraisal values.
Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing and property services for the portfolio of assets. This minority stake has been accounted for using the equity method in the consolidated financial statements at 30 June 2022.
The transaction forms part of the target €200-million asset rotation programme for 2022 and 2023, announced at Carmila's Capital Markets Day in December 2021.
Acting on a proposal from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021. This dividend was paid in cash.
The total cash dividend paid to shareholders represented around €144 million and was paid on 25 May 2022.
These interim consolidated financial statements were prepared in accordance with IAS 34 – Interim Financial Reporting, and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2021, as contained in the Universal Registration Document filed by the Group with the French financial markets authority (Autorité des marchés financiers – AMF) on 6 April 2022. The interim consolidated financial statements do, however, include a series of explanatory notes detailing significant transactions and events that allow readers to identify the changes in the Group's financial position and performance since the most recent annual consolidated financial statements.
Unless otherwise stated in the standards and amendments applicable for the first time in the period, the significant accounting policies used to prepare these condensed interim consolidated financial statements are the same as those used to prepare the consolidated financial statements for the year ended 31 December 2021. Only accounting principles and methods applied to the most significant indicators are described in this document.
These interim financial statements for the six months ended 30 June 2022 were prepared under the responsibility of the Board of Directors, which approved and authorised them for issue on 27 July 2022.
The corporate purpose of the Carmila Group ("the Group" or "the Carmila Group") is to enhance the value of shopping centres adjoining Carrefour hypermarkets located in France, Spain and Italy.
At 30 June 2022, the Group employed 228 people, with 148 in France, 64 in Spain and 16 in Italy (not including apprentices). The Group owns a portfolio of 208 shopping centres and retail parks, mainly as a result of transactions carried out in 2014. In April 2014, Carmila acquired 126 sites in France, Spain and Italy from the Klépierre group and later in the year six shopping centres in France from Unibail-Rodamco. The same year, the Group received a contribution from the Carrefour group comprising 47 sites in France, along with various premises and an equity investment in Spain.
Carmila SA ("the Company"), which is the Group's parent company, is a real estate investment trust (SIIC) under French law. Its registered office is located at 58, Avenue Émile Zola, 92100 Boulogne-Billancourt in France.
Initially, the company Carmila SAS was incorporated by Carrefour SA on 4 December 2013 for the sole purpose of the operations described above, which took place in 2014. On 12 June 2017, the Company merged with Cardety SA, a listed company in Paris, and was renamed Carmila SA following the merger. Since that date, the Group's consolidated financial statements reflect this reverse acquisition.
Carmila's share capital is held by several of its longterm partners. At 30 June 2022, its largest shareholder is the Carrefour group, which holds 36.0% of Carmila's share capital and includes Carmila in its financial statements using the equity method. Carrefour is developing a strategic partnership with Carmila, aimed at revitalising and transforming shopping centres adjoining its hypermarkets in France, Spain and Italy. The remaining 64.0% of the share capital is mainly owned by long-term investors from major insurance companies or blue-chip financial players, including Predica (9.8% of Carmila's share capital), Cardif Assurance Vie (9.0%) and Sogecap (5.7%).
Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.
The Carmila Group's consolidated financial statements at 30 June 2022 have been prepared in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted by the European Union at 30 June 2022, comprising the IFRS, the International Accounting Standards (IAS), as well as their interpretations (SIC and IFRS-IC).
The European Union has adopted the following standards, interpretations and amendments, which are effective from 1 January 2022:
These amendments did not have a material impact on the consolidated financial statements at 30 June 2022.
No standards were adopted by the Group ahead of their effective date.
Preparation of the consolidated financial statements involves the use of judgement, estimates and assumptions by Group management. These may affect the carrying amount of certain assets and liabilities, income and expenses, as well as information provided in the notes to the financial statements. Group management reviews its estimates and assumptions regularly in order to ensure their relevance in light of past experience and the current economic situation. Depending on changes in these assumptions, items appearing in future financial statements may be different from current estimates.
The main judgements and estimates used by management to prepare the financial statements relate to:
measurement of the fair value of investment property (see Note 6 "Investment properties"). The Group has its property assets appraised every six months by independent appraisers according to the methods described in Note 6. The appraisers use assumptions for future cash flows and rates which have a direct impact on property values;
measurement of financial instruments. The Group measures the fair value of the financial instruments that it uses in accordance with standard models and market practices and with IFRS 13;
The Group's financial statements are presented in thousands of euros, unless otherwise specified. Rounding differences may give rise to minor differences between statements.
An entity's functional currency is the main currency in which it conducts its business. All entities within the Group's scope of consolidation are in the eurozone and use the euro as their functional currency.
When a Group entity carries out transactions in a currency other than its functional currency, they are initially translated at the rate prevailing on the date of the transaction. At the end of the reporting period, monetary financial assets and liabilities denominated in foreign currencies are translated into euros at the closing rate of the currency concerned, with any foreign exchange gains or losses taken to income.
Items recorded on the statement of financial position and income or expenses resulting from intra-Group
The consolidation method is determined in accordance with the control exercised, as defined by IFRS 10 – Consolidated Financial Statements.
Subsidiaries are companies controlled by the Group. An investor controls an entity when it exercises power over the entity's relevant activities, is exposed or entitled to variable returns from its involvement with the entity, and has the ability to use its power to affect the amount of its returns. The Group has power over an entity when its existing rights give it the current ability to direct the relevant activities, i.e., activities that significantly affect the entity's returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date of effective transfer of control up until such time as that control ceases to exist.
transactions are eliminated when preparing the consolidated financial statements.
Assets expected to be realised, consumed or sold over the normal operating cycle or in the 12 months following the end of the financial period are classified as "current assets", as are assets held for sale and cash and cash equivalents. All other assets are classified as "non-current assets".
Liabilities which the Group expects to settle over the normal operating cycle or in the 12 months following the end of the financial period are classified as "current liabilities".
The Group's normal operating cycle is 12 months.
Deferred taxes are always shown as non-current assets or liabilities.
The Group has opted to present its proportionate share in the earnings of its equity-accounted companies within operating income, as the business of these companies is similar to that of the Group.
Joint control means the contractually-agreed sharing of control over an entity, which exists only where decisions about the relevant activities require the unanimous consent of the parties sharing control. In accordance with IFRS 11 – Joint Arrangements, interests in partnerships can be classified as either joint operations or joint ventures.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e., joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint operations entail the recognition by each joint operator of the assets over which it has rights, liabilities for which it has obligations, and income and expenses related to its interest in the joint operation. Carmila has no joint operations.
Joint ventures are arrangements whereby the parties (i.e., joint venturers) only have rights over the joint venture's net assets. Joint ventures are accounted for by the equity method.
Significant influence is presumed to exist when the percentage of voting rights held is 20% or more. All equity interests, regardless of the percentage held, are analysed to determine whether the Company exerts a significant influence.
The Group's investments in associates and joint ventures are initially recognised at cost, plus or minus any changes in the percentage of the net assets of the associate after the acquisition. Goodwill related to an associate is included as part of the carrying amount of the investment.
For jointly controlled companies or companies over which the Group has significant influence, the share of income for the period is shown within "Share in net income of associates". On the statement of financial position, these equity investments are presented within "Investments in associates".
The financial statements of associates cover the same period as that of the Group, and are adjusted, where
On 30 June 2022, Carmila completed the sale of a portfolio of six assets located in France to a joint venture set up with Batipart and ATLAND Voisin. Carmila has retained a 20% minority stake in the joint venture and will continue to provide leasing
AS Cancelas – Spain
The shares and voting rights in the Spanish company As Cancelas are held equally by Carmila and its partner, Grupo Realia. All resolutions are adopted by a 50.0% majority.
Property management, marketing and management of the centre are handled by the Group, with administration provided by Grupo Realia. Carmila considers this to be joint control, and the company is therefore accounted for using the equity method.
appropriate, to ensure compliance with the Group's accounting policies.
Information on equity investments in associates is presented pursuant to IFRS 12 – Disclosure of Interests in Other Entities.
To determine whether a transaction is a business combination, the Group considers, in particular, whether a portfolio of activities is acquired in addition to the real estate assets. If securities are purchased in a company whose sole purpose is the holding of investment property, and in the absence of any other ancillary services (asset-related contracts, personnel, know-how), the acquisition is recognised as an acquisition of assets in accordance with paragraph 2(b) of IFRS 3 – Business Combinations.
and property services for the portfolio of assets. This minority stake has been accounted for using the equity method in the consolidated financial statements at 30 June 2022 for an amount of €12.7 million.
Carmila holds 20% of the shares and voting rights of the French company Magnirayas. The other partners are Batipart and Atlan Voisin. Most resolutions are adopted by a 50.0% majority. Some decisions require unanimity of the members of the Strategy Committee Unanimous decisions grant protective rights to Carmila without giving it the power to direct or co-direct the relevant activities. This provision does not in any way confer sole control over any decision regarding the relevant activities. Most decisions concern fundamental changes to Magnirayas.
Carmila will continue to provide property management and leasing services, while Batipart will be responsible for portfolio management. As Carmila considers that this gives it significant influence, the company is therefore accounted for using the equity method.
The Group's Executive Committee has been identified as the "chief operating decision-maker" pursuant to IFRS 8 – Operating Segments. The operating segments that have been identified by the Executive Committee are the three countries in which the Group operates:
Italy.
gross rental income;
investment properties and adjusted for non-recurring income and expenses such as:
| the Group operates: | ||||||||
|---|---|---|---|---|---|---|---|---|
| any |
other | non-recurring | income | or | ||||
| expense. | ||||||||
| France; |
Overhead expenses for each segment represent the | |||||||
| Spain; |
||||||||
| Italy. |
expenses | directly | incurred | by that segment. Shared overhead expenses that are borne |
operating | |||
| The Group uses the following indicators to measure its | by the France segment are rebilled to the other | |||||||
| performance and activity: | operating segments on a pro rata basis depending | |||||||
| gross rental income; |
on the services rendered. | |||||||
| net rental income by operating |
The Executive Committee also reviews changes in the | |||||||
| segment; | fair value of investment properties by segment when | |||||||
| recurring and non-recurring operating |
this information is available (twice per year). | |||||||
| income. | Over the two periods presented, no individual tenant | |||||||
| The Group defines recurring operating income as | income. | represented more than 5% of the Group's gross rental | ||||||
| operating income before changes in the fair value of | ||||||||
| 5.2. Operating income by operating segment | ||||||||
| France First-half 2022 |
First-half 2021 | Spain First-half 2022 |
First-half 2021 | Italy First-half 2022 |
First-half 2021 | TOTAL First-half 2022 |
First-half 2021 | |
| (in thousands of euros) | ||||||||
| Gross rental income Real estate expenses |
125,533 (2,623) |
117,948 (3,926) |
45,767 (1,601) |
43,978 (1,612) |
11,506 (453) |
10,940 (446) |
182,806 (4,677) |
172,866 (5,984) |
| Non-recoverable service charges | (2,651) | (3,427) | (1,798) | (1,545) | (213) | (259) | (4,662) | (5,231) |
| Property expenses (landlord) | (2,429) | (22,608) | 1,466 | (9,706) | (285) | (1,392) | (1,248) | (33,706) |
| Net rental income | 117,830 | 87,987 | 43,834 | 31,115 | 10,555 | 8,843 | 172,219 | 127,945 |
| Overhead expenses Income from property management, administration and other activities |
(17,032) 4,266 |
(18,010) 4,739 |
(5,669) 649 |
(5,049) 490 |
(1,208) 332 |
(1,369) 363 |
(23,909) 5,247 |
(24,428) 5,592 |
| Other income | 2,231 | 702 | 9 | 5 | 120 | 58 | 2,360 | 765 |
| Payroll expenses | (10,216) | (10,838) | (2,489) | (2,180) | (680) | (647) | (13,385) | (13,665) |
| Other external expenses | (13,313) | (12,613) | (3,838) | (3,364) | (980) | (1,143) | (18,131) | (17,120) |
| Other income from operations Additions to depreciation, amortisation and provisions for investment properties |
- (10) |
- (24) |
- - |
- - |
- - |
- (1) |
- (10) |
- (25) |
| Additions to depreciation, amortisation and provisions for property, plant and equipment and intangible assets | (469) | (430) | 22 | (86) | (43) | 278 | (490) | (238) |
| Reversals from/additions to provisions for contingencies and charges and current assets | (232) | (575) | 655 | (78) | (47) | 32 | 376 | (621) |
| Additions to depreciation and amortisation of property, plant and equipment and intangible assets, and provisions | (711) | (1,029) | 677 | (164) | (90) | 309 | (124) | (884) |
| Other recurring operating income and expense | 130 | 101 | (162) | (18) | - | - | (32) | 83 |
| Operating income – current Gains and losses on disposals of investment properties and equity investments sold |
100,217 (2,888) |
69,049 78 |
38,680 - |
25,884 - |
9,257 - |
7,783 - |
148,154 (2,888) |
102,716 78 |
| Gains and losses on disposals of property, plant and equipment and intangible assets | (206) | - | - | - | - | - | (206) | |
| Change in fair value adjustments Share of net income (loss) in equity-accounted companies – non‑recurring |
25,132 (3,211) |
(43,760) - |
27,421 2,217 |
964 1,464 |
122 (17) |
84 3 |
52,675 (1,011) |
(42,712) 1,467 |
The value of investment properties by country is presented separately whether it relates to assets at fair value or assets at cost.
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Investment properties carried at fair value | 5,801,886 | 5,846,327 | ||||||
| France | 4,123,040 | 4,224,326 | ||||||
| Spain | 1,330,504 | 1,274,065 | ||||||
| Italy | 348,342 | 347,936 | ||||||
| Investment properties carried at cost | 27,674 | 33,213 | ||||||
| France Spain |
25,894 119 |
32,645 - |
||||||
| Italy | 1,661 | 568 | ||||||
| TOTAL | 5,829,560 | 5,879,540 | ||||||
| At 30 June 2022, in terms of asset value, 71.1% of the Group's investment properties were located in France (compared to 72.3% at 31 December 2021), 5.4. Breakdown of capital expenditure by operating segment |
22.9% | in from 31 December 2021). |
Spain | (compared 31 December 2021) and 6.0% in Italy (unchanged |
to | 21.8% at |
||
| Spending on investment properties broken down by country is disclosed separately |
for acquisitions, France |
Spain | the portfolio on a like-for-like basis. | developments and extensions, or for investments in Italy |
TOTAL | |||
| (in thousands of euros) | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 |
| Like-for-like capital expenditure | 2,289 13,800 |
18,189 16,861 |
24,287 3,479 |
0 2,844 |
0 1,118 |
0 326 |
26,576 18,397 |
18,189 20,031 |
| At 30 June 2022, in terms of asset value, 71.1% of the Group's investment properties were located in France (compared to 72.3% at 31 December 2021), |
22.9% | in Spain 31 December 2021) and 6.0% in Italy (unchanged from 31 December 2021). |
(compared | to | 21.8% at |
||||
|---|---|---|---|---|---|---|---|---|---|
| 5.4. Breakdown of capital expenditure by operating segment | |||||||||
| Spending on investment properties broken down by country is disclosed separately |
for acquisitions, | developments and extensions, or for investments in the portfolio on a like-for-like basis. |
|||||||
| France | Spain | Italy | TOTAL | ||||||
| (in thousands of euros) | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
| Acquisitions Like-for-like capital expenditure Extensions Restructuring Lease incentives Renovations Maintenance Capex |
2,289 13,800 1,727 5,315 3,297 1,889 1,572 |
18,189 16,861 2,644 7,665 1,786 361 4,405 |
24,287 3,479 0 0 2,077 580 822 |
0 2,844 0 0 2,173 12 659 |
0 1,118 1,097 0 0 3 18 |
0 326 156 0 0 159 11 |
26,576 18,397 2,824 5,315 5,374 2,472 2,412 |
18,189 20,031 2,800 7,665 3,959 532 5,075 |
"Extensions" primarily concerns a project to establish operations in Toulouse Purpan for €1.2 million.
"Restructuring" mainly concerns the Cité Europe shopping centre in Calais-Coquelles (€1.1 million) and the shopping centre in Flins (€1.3 million).
Like-for-like capital expenditure chiefly relates to assets being redeveloped where renovation and modernisation works are being carried out and existing parts of centres are upgraded in order to optimise value creation. This caption includes numerous operations in France, the most significant of which are Laval (€1.1 million), Ormesson (€0.3 million) and Grenoble Echirolles (€0.3 million). Like-for-like capital expenditure also includes rent relief granted to tenants.
An investment property is a property that is held for the purpose of earning rental income or for capital appreciation, or both. The Group views shopping centres as investment properties. In accordance with the method proposed by IAS 40 and the recommendations of the European Public Real Estate Association (EPRA), investment properties are recognised and valued individually at cost and then subsequently at fair value.
Fair value excludes transfer taxes and costs (taxes are measured on the basis of a direct disposal of the asset, even though these costs may sometimes be reduced if the disposal is performed through a share deal involving the company holding the related asset).
Under IFRS 13, fair value is defined as the price that would be received for the sale of an asset or paid to transfer a liability in an arm's-length transaction between market operators on the valuation date.
There are no restrictions on the Group's ability to realise its investment property, or to recover income from leasing or selling them.
The acquisition costs of an investment property are capitalised as part of the value of the investment property.
During the life of the property, expenses such as building works, leasing costs and other internal project development costs are also capitalised.
In addition, lease right ownership or commercial rights for common areas for the Specialty Leasing business (leasing of high-footfall shopping centre spaces for short periods of time) are taken into account in the appraisers' valuations, and are therefore included as part of the value of the asset shown in the consolidated financial statements.
Eviction compensation paid to the tenant upon termination of a lease still in force is recognised as follows:
Capitalised expenditure relating to investment properties under construction (including extensions) includes the cost of works, the cost of loans directly attributable to the acquisition, construction or production of the asset, when necessary in order to use the asset, as well as costs related to leasing the retail space for the first time.
Capitalised borrowing costs are determined by applying the Group's weighted average cost of borrowing for the related country to the average outstanding amount of construction work done, or, where applicable, based on the financial costs paid for specific borrowings. Capitalisation of interest ceases when the asset under construction enters into service.
Investment properties under construction may be measured at fair value. If the fair value cannot be reliably determined, these projects will continue to be valued at cost, until their fair value can be reliably determined. As with the other assets carried at fair value, they are also measured at market value by an independent appraiser.
The Group believes that a development project's fair value can be reliably determined if the following three conditions are simultaneously met:
The project margin is then recognised (IPUC) on the "Investment properties at fair value" line.
Fair value is calculated using the measurement rules set out in IFRS 13; given the complexity of property asset valuation and the nature of certain inputs that cannot be observed on the market (including rate of growth in rents, capitalisation rate, etc.), the fair values have been categorised as Level 3 of the fair value hierarchy defined by the standard based on the type of inputs used for valuation.
The entire portfolio is reviewed by independent appraisers who are rotated every three years. The fair values used are determined by reference to the opinions of these independent appraisers, who value the Group's assets at the end of every half-year. The assets are inspected during these appraisals. The appraisals comply with the guidance contained in the RICS Appraisal and Valuation Manual, published by the Royal Institution of Chartered Surveyors ("Red Book"). In order to conduct their work, the appraisers have access to all the information required for valuation of the assets, and specifically the rent roll, the vacancy rate, rental arrangements and the main performance indicators for tenants (retailer sales).
They independently establish their current and future cash flow estimates by applying risk factors either to the net income capitalisation rate or to future cash flows.
On the basis of the data provided, two methods are used to value assets:
This method consists in applying a yield to the total triple-net revenue for occupied premises and capitalising the net market rent for vacant premises.
For rented units, the total triple-net revenue is determined on the basis of the rents indicated in the rental base, less any non-recoverable charges. For vacant premises, a market rent is used that takes into account an appropriate vacancy period.
The yield used is that adopted in the property market for a comparable property, and, in particular, reflects the retail space as well as specific factors such as location, access, visibility, retail competition, form of ownership of the centre (full ownership, joint ownership, etc.), rental and extension potential, and recent transactions involving the same type of asset.
From this value, the total net present value of the rentals plus any benefits granted to tenants, all vacancy costs on empty premises and any other non-recurring costs or works are then deducted.
Discounted cash flow method
Under this method, a property's discounted value is equal to the total future net revenue available over a given timeframe (generally 10 years). The net revenue available for each year is calculated in the same way as the net revenue defined in the capitalisation method, to which are added non-recurring expenses (works, step rents, and other) indexed over time. A resale value is calculated for the property, based on the last indexed rent as of the resale date, less any related expenses, to which a yield is applied.
The discount rate used is a risk-free rate (the 10-year yield on French government bonds), increased by property market risk and liquidity premium as well as asset-specific premiums (based on the nature of the property, rental risk and obsolescence premium).
The appraisers appointed by Carmila are as follows:
They use one or more of the above methods. Cushman & Wakefield primarily uses the discounted cash flow method, while Catella systematically uses an average of the two methods.
The fees paid to appraisers, agreed prior to their valuation of the properties concerned, are determined on a flat rate basis depending on the number of retail units and complexity of the appraised assets. The fees are entirely independent from the valuation of the assets.
The valuations carried out by the independent appraisers are reviewed internally by the relevant department as well as by competent individuals within each operational division. This process includes discussions regarding the assumptions used by the independent appraisers, as well as a review of the results of the valuations. Reviews of the valuation process occur every six months and involve the investment department and the independent appraisers.
The difference between the fair value determined at the end and beginning of the reporting period plus any works and expenses capitalised during the period is recorded in income.
Property under construction valued at cost is tested for impairment as determined by comparison with the project's estimated fair value. The project's fair value is measured internally by the Development teams, on the basis of a capitalisation rate and the expected net rents at the end of the project. Impairment is recognised if the fair value is less than the carrying amount.
Investment properties valued at cost are tested for impairment at 30 June and 31 December of each year, and whenever there is an indication of a loss in value. When such an indication exists, the revised recoverable amount is compared to the carrying amount and impairment recognised where appropriate.
Investment properties acquired more six months prior to the reporting date are assessed by independent appraisers at 30 June and 31 December each year. Acquisitions in the current half-year period are therefore recognised at acquisition cost.
When signing long-term lease agreements for property assets in particular, the Group analyses contractual provisions to determine whether the agreement is an operating lease or a finance lease, i.e., an agreement which effectively transfers to the lessee virtually all of the inherent risks and rewards inherent to the property's ownership. When a property complex is leased, the land and building are analysed separately.
The first-time application of IFRS 16 at 1 January 2019 resulted in the elimination of the distinction that was previously made between finance leases and operating leases. This led to the recognition on Carmila's statement of financial position of a right-of-use asset and a corresponding lease liability relating to ground leases (see Note 3.3 "Accounting standards"). Guaranteed future incoming lease payments are discounted. Assets are depreciated over the same period as property, plant and equipment that the Group owns or over the term of the lease where this is shorter than the useful life of the properties. Lease payments are allocated between financial expenses and amortisation of the debt.
Assets for which there is sale commitment or sale mandate whose divestment has been approved by the Investment Committee are presented on a separate line of the statement of financial position at their last appraisal value, in accordance with the provisions of IFRS 5 – Non-current Assets Held for Sale. The capital gain or loss on the disposal of the investment property, which is the difference between the net sale proceeds and the carrying amount of the asset, is recorded in the statement income.
| the lease where this is shorter than the useful life of the properties. Lease payments are allocated between financial expenses and amortisation of the debt. |
Leases (lessor accounting) | |||||
|---|---|---|---|---|---|---|
| Investment properties held for sale | See Note 9.1 "Net rental income". | |||||
| Assets for which there is sale commitment or sale | ||||||
| mandate whose divestment has been approved by | Gains and losses on disposal | |||||
| the Investment Committee are presented on a separate line of the statement of financial position at their last appraisal value, in accordance with the provisions of IFRS 5 – Non-current Assets Held for Sale. The capital gain or loss on the disposal of the investment property, which is the difference between |
historic unrealised gain recorded for this asset. | Disposal gains are determined as the difference between the proceeds from the sale and the carrying amount of the property asset at the start of the period, adjusted for investment expenditure over the period and any deferred taxes recognised on the |
||||
| 6.1. Details of investment properties carried at fair value and at cost | ||||||
| (in thousands of euros) Investment properties carried at fair value – 31 Dec. 2020 |
5,717,046 | |||||
| Acquisitions | 26,950 | |||||
| Investments | 37,143 | |||||
| Capitalised interest | 491 | |||||
| Disposals and removals from the scope of consolidation | (8,208) | |||||
| Other movements and reclassifications | 77,064 | |||||
| Change in accounting method Change in fair value |
(4,674) | 515 | ||||
| Investment properties carried at fair value – 31 Dec. 2021 | 5,846,327 | |||||
| Acquisitions | 26,576 | |||||
| Investments | 18,347 | |||||
| Disposals and removals from the scope of consolidation | (146,573) | |||||
| Other movements and reclassifications | 4,168 | |||||
| Application of IFRS 16 | 366 | |||||
| Change in fair value | 52,675 | |||||
| Investment properties carried at fair value – 30 June 2022 | 5,801,886 | |||||
| (in thousands of euros) |
||||||
| Investment properties carried at cost – 31 Dec. 2020 | 100,010 | |||||
| Other movements and reclassifications | (66,797) | |||||
| Investment properties carried at cost – 31 Dec. 2021 | 33,213 | |||||
| Investments | 50 | |||||
| Other movements and reclassifications | (5,589) |
| (in thousands of euros) |
|
|---|---|
| Other movements and reclassifications | (66,797) |
| Investments | 50 |
| Other movements and reclassifications | (5,589) |
"Investments" primarily comprise investments made on a like-for-like basis and restructuring work valued by the appraisers.
measured at cost at 31 December 2021 with their measurement at fair value.
| The reconciliation of investments broken down by country (Note 5.4 "Breakdown of capital expenditure by operating segment") with the above data is as follows: (in thousands of euros) 6.1 Investment properties carried at fair value – Acquisitions Investment properties carried at cost – Acquisitions 6.1 Total acquisitions and changes in scope of consolidation Total acquisitions – Investments by country 5.4 |
30 June 2022 26,576 0 26,576 26,576 |
|---|---|
| At 30 June 2022, no indication of a loss in value was identified for investment properties valued at cost. | |
| 6.1.2 Investment properties carried at cost |
|
| The "Other movements and reclassifications" caption shows the net balance of assets brought into service independent appraisers. Changes in fair value are during the period, and the reconciliation of assets analysed by country in Note assumptions and sensitivity analysis". |
value of assets based on the valuations made by 6.2 "Valuation |
| operating segment") with the above data is as follows: | ||
|---|---|---|
| (in thousands of euros) | 30 June 2022 | |
| Investment properties carried at fair value – Acquisitions | 6.1 | 26,576 |
| Investment properties carried at cost – Acquisitions | 6.1 | 0 |
| Total acquisitions – Investments by country | 5.4 | 26,576 |
| (in thousands of euros) Investment properties carried at fair value – Investments Investment properties carried at fair value – Capitalised interest Investment properties carried at cost – Investments Investment properties carried at cost – Capitalised interest |
6.1 6.1 6.1 6.1 |
30 June 2022 18,347 0 50 0 |
| Total investments and capitalised interest | 18,397 | |
| Developments | 5.4 | 2,824 |
| Like for like investments | 5.4 | 15,573 |
At 30 June 2022, appraisers reviewed the value of all of the Group's assets carried at fair value.
The table below presents the data used to determine the fair value of investment properties:
| sq.m.(1) Discount rate(2) rate(3) rental income(4) Net Initial Yield 30 June 2022 – Weighted average France 5.7% 264 6.3% 5.9% 1.7% Spain 6.8% 227 9.7% 6.6% 1.9% |
Rent in € per | Exit capitalisation | CAGR of net | |||
|---|---|---|---|---|---|---|
| Italy | 6.2% | 298 | 7.6% | 6.3% | 1.7% |
| "Net Initial Yield" corresponds to the yield. | |||||
|---|---|---|---|---|---|
| (1) The rent is an annual average rent equal to minimum guaranteed rent plus variable rents per asset and per occupied sq.m. (2) Rate used by appraisers to calculate the present value of future cash flows using the DCF method (discount rate). (3) Rate used by appraisers to capitalise revenues in the exit year in order to calculate the exit value of the asset (exit yield). (4) Average annual 10-year NRI growth rate used by the appraisers. |
|||||
| Note that figures are as of 31 December 2021. | |||||
| 31 Dec. 2021 – Weighted average | Net Initial Yield | Rent in € per sq.m.(1) |
Discount rate(2) | Exit capitalisation rate(3) |
CAGR of net rental income(4) |
| France | 5.6% | 257 | 6.2% | 6.0% | 1.6% |
| Spain | 6.7% | 222 | 9.4% | 6.6% | 1.8% |
| Italy | 6.0% | 291 | 7.4% | 6.4% | 1.7% |
| The table below summarises the impact by country of the change in the fair value of investment properties in the statement of income: (in thousands of euros) |
France 30 June 2022 |
31 Dec. 2021 30 June 2022 |
Spain 31 Dec. 2021 |
Italy 30 June 2022 31 Dec. 2021 |
TOTAL 30 June 2022 31 Dec. 2021 |
| Change in fair value adjustments Increase in fair value of property Decrease in fair value of property |
25,132 46,112 (20,980) |
(4,714) 27,421 52,753 34,729 (57,467) (7,308) |
1,797 15,950 (14,153) |
122 (1,757) 1,176 (1,054) (2,144) |
52,675 387 82,017 (73,764) (29,342) |
| Based on the value of the assets including estimated transfer taxes and duties, the average yield on the |
(excluding assets |
under equity-accounted and excluding the effect of |
development |
| (in thousands of euros) |
30 June 2022 | 31 Dec. 2021 | 30 June 2022 | 31 Dec. 2021 | 30 June 2022 | 31 Dec. 2021 | 30 June 2022 | 31 Dec. 2021 |
|---|---|---|---|---|---|---|---|---|
| Increase in fair value of property | 46,112 | 52,753 | 34,729 | 15,950 | 1,176 | 387 | 82,017 | 69,090 |
Based on the value of the assets including estimated transfer taxes and duties, the average yield on the assets rose slightly to 6.25% at 30 June 2022 (compared to 6.18% at 31 December 2021).
All else being equal, a 15 basis-point increase in yields would result in a decrease in the value of the total portfolio, including transfer taxes and duties (excluding assets under development or equity-accounted and excluding the effect of changes in rents resulting from the decrease in yield), of €153.0 million (2.4%). A 25 basis (point increase in yields would reduce the value of the portfolio by €250.9 million (4.0%). A 50 basis-point increase in yields would reduce the value of the portfolio by €482.5 million (or 7.7%).
At 30 June 2022, there were no investment properties held for sale.
Loans and other financial liabilities are carried at amortised cost calculated in accordance with the effective interest rate method.
Bond redemption premiums and issuance costs are recorded as a deduction from the nominal amount of the borrowings concerned and are accounted for at amortised cost, thereby increasing the nominal interest rate.
The Carmila Group's hedging policy aims to secure the cash flows it needs based on its financing requirements in euros. IFRS 9 – Financial Instruments, defines three types of hedging relationships:
In Carmila's case, all interest rate derivatives in the portfolio are documented as cash flow hedges except for one residual cost recognised at fair value with changes in fair value taken to the statement of income.
The use of cash flow hedge accounting has the following consequences: at the end of the reporting period, interest rate derivatives (swaps) are recognised at fair value on the statement of financial position, with any changes in fair value attributable to the effective portion of the hedge recognised directly in other comprehensive income (OCI), and the ineffective portion though the statement of comprehensive income. The amount recognised in "Other comprehensive income" is subsequently recognised in income in a symmetrical manner to the interest hedged.
Carmila uses the dollar offset method for measuring hedge effectiveness.
The market values of interest rate instruments are determined based on market-recognised valuation models or by reference to prices from third-party financial institutions.
The values estimated by valuation models are based on the discounted cash flow method for futures contracts and on the Black-Scholes models for options. These models use inputs based on market data (yield curves and exchange rates) obtained from recognised financial-data providers.
The assessment of fair value for derivative financial instruments includes a "counterparty risk" component for derivatives with a positive fair value, and an "intrinsic credit risk" component for derivatives with a negative fair value. Counterparty risk is calculated using the "Expected-loss" method, which takes default risk exposure into account as well as the likelihood of default and the loss rate in the event of default. The probability of default is determined based on available market data for each counterparty ("implied CDS default probability").
The fair value of long-term debt is estimated according to the market value of bonds or the present value of all future cash flows discounted in accordance with market conditions for a similar instrument (in terms of currency, maturity, interest rate type and other factors).
Carmila's financing also includes a bank loan for a nominal amount of €770 million. The loan was taken out in 2013 and has been renegotiated several times since. Successive renegotiations did not make any substantial modifications to the initial contract as defined under IFRS 9. As a result, the carrying amount of the debt with its original effective interest rate (EIR) was recognised within equity, leading to a €19,754 thousand decrease in the value of the debt and an increase in equity for the same amount. This reduction of the debt's original EIR is spread over the residual term of the underlying liability.
During successive negotiations, the maturity of the debt was extended to 2024. No other terms of the loan were changed.
This resetting of the debt in 2019 at its original effective interest rate led to the recognition of a gain of €4,707 thousand in other financial income, deferred over the residual term of the underlying liability.
In December 2020, Carmila repaid €200 million of this loan. The proportion of the loan corresponding to extending its maturity and the application of IFRS 9 was reversed in an amount of €5,095 thousand.
| In April 2021, Carmila repaid €300 million of this loan. The proportion of the loan corresponding to extending its maturity and the application of IFRS 9 was reversed in an amount of €6,379 thousand. |
In the first half of 2022, this amount is in addition to the expense relating to spreading the impact of resetting the original effective interest rate on debt over several reporting periods recognised in other financial expenses. |
(€488 thousand), |
|---|---|---|
| 7.1. Net financial expense | ||
| 7.1.1 Cost of net debt | ||
| First-half 2022 | First-half 2021 | |
| (In thousands of euros) | ||
| Financial income Interest on Group current account |
653 423 274 167 |
|
| Financial income on cash equivalents | 379 213 |
|
| Other financial income | - 43 |
|
| Financial expenses | (30,854) | (31,074) |
| Interest expense on bonds | (23,330) | (22,151) |
| Interest expense on borrowings from lending institutions | (537) (1,017) |
|
| Capitalised interest expense | - 491 |
|
| Deferral of costs, bond redemption premiums and swap balancing payments | (4,680) | (5,285) |
| Interest expense on swaps | (1,811) | (2,630) |
| Interest on Group current account | (487) (481) |
|
| Other financial expenses | (9) (1) |
The change in the cost of net debt can be analysed as follows:
• a rise of €1.2 million in interest expense on bonds (new €300 million bond issue in March 2021);
• a decrease in interest expense on hedging instruments due to the rise in interest rates;
• a decrease of €0.5 million in interest expense on bank borrowings (repayment of €300 million in April 2021);
• a decrease of €0.7 million in amortisation of issuance premiums and costs, related mainly to the repayment of the bank loan in April 2021;
• interest income from capitalised financial expenses decreased by €0.4 million, reflecting the delivery of the Nice Lingostière extension in June 2021.
| 7.1.2 Other financial income and expenses | ||
|---|---|---|
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Other financial income | 3,037 | 290 |
| 392 | 290 | |
| Financial income from investments | ||
| Change in value of financial instruments | 2,645 | - |
| Other financial expenses | (10,054) | (9,459) |
| Commitment fees on undrawn credit lines | (1,266) | (1,160) |
| Deferral of resetting EIR at initial rate (IFRS 9) | (488) | (7,435) |
| Change in value of financial instruments | (7,110) | (754) |
| Other financial expenses | (1,190) | (110) |
| Other financial income and expenses | (7,017) | (9,171) |
| repayment on the bank loan, representing a net | ||
| Net other financial expenses fell €2.2 million during the first half, attributable to the factors described below: • |
negative impact of €6.9 million for the period; | |
| €2.6 million in proceeds from the unwinding of • |
These decreases were partially offset by an |
• €2.6 million in proceeds from the unwinding of a swap contracted in March 2022 as part of the Rayas transaction;
• a decrease in the charge related to the application of IFRS 9: In 2021, the €300 million repayment led to the reversal of the proportion of the • These decreases were partially offset by an increase in credit risk on financial instruments, leading to an expense of €1.6 million and impairment of €4.8 million recognised against a current account with a non-consolidated equity interest;
On 13 July 2022, S&P confirmed Carmila's BBB rating with a "stable" outlook.
At 30 June 2022, the interest coverage ratio was 4.6x, the Loan-to-Value ratio stood at 36.9% and the average debt maturity at 3.9 years.
| 7.2.1 Change in debt | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 Dec. 2021 | Change | Issuance | Repayment | Reclassifications | Other movements | Fair value adjustment | 30 June 2022 | |
| (in thousands of euros) | ||||||||
| Non-current financial liabilities | 2,351,160 | 2,453 | - | 2,192 | 9,505 | - | (15,310) | 2,350,000 |
| Bonds | 2,190,977 | - | - | - | - | - | - | 2,190,977 |
| Bond issuance premiums Bank borrowings |
(7,301) 170,000 |
- - |
- - |
1,093 - |
- - |
- - |
- - |
(6,208) 170,000 |
| Impact of resetting effective interest rate | (621) | 271 | (350) | |||||
| Loan and bond issuance fees | (9,295) | - | - | 1,099 | - | - | - | (8,196) |
| Derivative instruments with a negative fair value | 7,401 | 2,453 | - | - | 9,234 | - | (15,310) | 3,778 |
| Current financial liabilities | 226,170 | 6,896 | 175,488 | (230,000) | (9,505) | - | 233 | 169,282 |
| Bank borrowings | - | - | - | - | - | - | - | |
| Impact of resetting effective interest rate | (977) | 488 | (271) | - | - | (760) | ||
| Accrued interest on loans | 21,842 | 3,165 | - | - | - | - | - | 25,007 |
| Other borrowings and debt | 200,000 | - | 175,000 | (230,000) | - | - | - | 145,000 |
| Derivative instruments with a negative fair value Bank facilities |
5,223 82 |
3,778 (47) |
- - |
- - |
(9,234) - |
- - |
233 - |
- 35 |
| Other IFRS 16 financial liabilities Other IFRS 16 financial liabilities – non-current |
35,718 33,735 |
- - |
- - |
(1,156) (1,156) |
- (130) |
2,091 2,091 |
- - |
36,653 34,540 |
| Other IFRS 16 financial liabilities – current Gross debt |
1,983 2,613,048 |
9,349 | 175,488 | (228,964) | - 130 - |
2,091 | (15,077) | 2,113 2,555,935 |
| 200,000 | - | 175,000 | (230,000) | - | - | - 145,000 |
|
|---|---|---|---|---|---|---|---|
| Derivative instruments with a negative fair value | 5,223 | 3,778 | - | - | (9,234) | - | 233 |
| 7.2.2 Principal Group financing | |||||||
| Currency of | Final maturity | Repayment | Maximum | Amount drawn | |||
| (in thousands of euros) | Borrower | issue | Interest rate | date | profile | amount | at 30 June 2022 |
| Bonds | 2,300,000 | 2,190,977 | |||||
| Carmila SA | EUR | 2.375% | Sep-23 | at maturity | 600,000 | 547,900 | |
| Carmila SA | EUR | 2.375% | Sep-24 | at maturity | 600,000 | 543,077 | |
| Carmila SA | EUR | 2.125% | Mar-28 | at maturity | 350,000 | 350,000 | |
| Carmila SA | EUR | 1.890% | Nov-31 | at maturity | 50,000 | 50,000 | |
| Carmila SA | EUR | 3.000% | Jun-29 | at maturity | 100,000 | 100,000 | |
| Carmila SA | EUR | 1.625% | May-27 | at maturity | 300,000 | 300,000 | |
| Carmila SA | EUR | 1.625% | Mar-29 | at maturity | 300,000 | 300,000 | |
| Bank loans | 770,000 | 170,000 | |||||
| Carmila SA | EUR | 3-month | Jun-24 | at maturity | 770,000 | 170,000 | |
| Euribor | |||||||
| Commercial paper | 600,000 | 145,000 | |||||
| Carmila SA | EUR | 600,000 | 145,000 | ||||
| Revolving credit facility | 810,000 | 0 | |||||
| Carmila SA | EUR | Oct-24 | 270,000 | 0 | |||
| Carmila SA | EUR | Oct-26 | 540,000 | ||||
| 4,480,000 | 2,505,977 | ||||||
| TOTAL |
Carmila has seven bonds, issued in 2015, 2016, 2018, 2019, 2020 and 2021, for a total amount of €2,191 thousand. These bonds are repayable at maturity, falling between 2023 and 2031.
Carmila contracted two revolving credit facilities for €270 million and €540 million, maturing in October 2024 and October 2026, respectively, and each including two one-year extension options. These facilities include two sustainability criteria designed to At 30 June 2022, the amount of Carmila's bond debt therefore totalled €2,191 million. Issuance premiums and costs represented €10,620 thousand and will be amortised over the residual term of the underlying debt.
support Carmila's strategy to halve its greenhouse gas emissions by 2030 and achieve BREEAM certification for its entire asset portfolio by 2025. No drawdowns were made by Carmila on the revolving credit facility during the period.
The bank loan was repaid ahead of maturity in an amount of €100 million in 2019, €200 million in 2020, and €300 million in 2021, with €170 million still outstanding at end-June 2022.
At 30 June 2022, €3,784 thousand of issuance costs for these loans remain to be amortised over the period of the underlying debt.
The loan agreement and the revolving credit facilities are subject to compliance with banking covenants measured at the end of each interim and annual reporting period:
interest coverage ratio: the ratio of EBITDA to the net cost of debt must be greater than 2.00 at the test dates. This ratio stands at 4.6x at 30 June 2022 (versus 3.9x at 31 December 2021);
loan-to-value ratio: the ratio of consolidated net debt to the fair value of the investment assets (including transfer taxes) must not exceed 55% on the same date; the ratio may be exceeded for one half-year period. This ratio stands at 36.9% at 30 June 2022 (compared with 37.4% at 31 December 2021).
Failure to comply with these covenants entitles the lenders to demand immediate repayment of their facilities.
Under the loan agreements, Carmila may provide collateral for up to 20% of the total amount of the fair value of investment properties. Said value must be greater than €2,500 million at all times.
At 30 June 2022, the Group complied with the applicable baking covenants, and does not anticipate any factor that would lead it to breach said covenants in the coming months.
The Group also strives to diversify its sources of financing and their maturities, and has set up a short-term commercial paper programme (NEU CP) for a maximum amount of €540 million, registered with the Banque de France on 29 June 2017 and renewed annually.
The outstanding balance at the end of June 2022 was €145 million, maturing in 2022. The maximum outstanding balance drawn over the period was €200 million.
Carmila also contracted two revolving credit facilities for €270 million and €540 million, maturing in October 2024 and October 2026, respectively, and each including two one-year extension options. These facilities include two sustainability criteria designed to support Carmila's strategy to halve its greenhouse gas emissions by 2030 and achieve BREEAM certification for its entire asset portfolio by 2025. No drawdowns were made by Carmila on the revolving credit facility during the period.
| 7.2.7 Breakdown of financial liabilities by maturity At 30 June 2022, financial liabilities are broken down by maturity were as follows: (in thousands of euros) |
||||||
|---|---|---|---|---|---|---|
| 30 June 2022 | Less than 1 year | 2 years | 3 years | 4 years | 5 years and beyond | |
| Bonds | 2,205,300 | 21,653 | 545,459 | 541,707 | 298,831 | 797,649 |
| Bonds – non-current | 2,190,977 | - | 547,900 | 543,077 | 300,000 | 800,000 |
| Bond redemption premiums – non-current | (6,208) | (2,235) | (1,586) | (730) | (570) | (1,087) |
| Accrued interest Issuance costs |
24,943 (4,412) |
24,943 (1,055) |
(854) | (640) | (599) | (1,264) |
| Bank loans | 310,170 | 143,141 | (1,507) | 169,285 | (575) | (175) |
| Bank borrowings – non-current | 170,000 | - | - | 170,000 | - | - |
| Impact of resetting effective interest rate | (1,110) | (760) | (350) | - | - | |
| Issuance costs Accrued interest |
(3,784) | (1,163) 64 64 |
(1,157) - |
(715) - |
(575) - |
(175) - |
| Bank borrowings – current | - - |
|||||
| Other borrowings and debt – current | 145,000 | 145,000 | - | - | - | - |
| Other IFRS 16 financial liabilities | 36,653 | 2,113 | 2,121 | 1,608 | 1,627 | 29,184 |
| Other IFRS 16 financial liabilities – non-current Other IFRS 16 financial liabilities – current |
34,540 2,113 |
2,113 | 2,121 | 1,608 | 1,627 | 29,184 |
| Bank and bond borrowings | 2,552,123 | 166,907 | 546,074 | 712,600 | 299,884 | 826,658 |
| Derivative instruments with a negative fair value | 418 | 418 | 418 | 2,194 | ||
| 3,778 | 331 | |||||
| Bank facilities Gross debt by maturity date |
2,555,935 | 35 35 167,273 |
- 546,491 |
- 713,017 |
- 300,301 |
- 828,853 |
| Year of repayment | |||||||
|---|---|---|---|---|---|---|---|
| Principal Interest |
145,000 48,041 |
547,900 44,836 |
713,077 31,580 |
- 21,133 |
- 21,133 |
1,100,000 21,133 |
2,505,977 187,854 |
Credit risk is the risk of financial loss for the Group in the event that a customer or debtor fails to meet its contractual obligations. This risk mainly derives from trade receivables, financial investments made in order to invest surplus funds, hedging agreements with financial institutions, and current accounts with partners invested in the Group's minority interests.
In France as in Spain and Italy, trade receivables relate to tenants; none of which represent a significant percentage of the related revenue. On signing a lease, lessees pay security deposits or provide bank guarantees that, on average,
Liquidity risk is the risk incurred by the Group in the event that it encounters difficulties in repaying its debt as it falls due.
Carmila's policy is to ensure that it has sufficient liquid funds to meet its obligations. Liquidity risk is managed in the short term, since cash and financial investments (as well as the committed revolving credit facilities) more than cover current liabilities.
represent three months' rent. The Group strives to implement procedures for verifying the creditworthiness of its customers, monitoring credit collection and systematically following up on unpaid receivables.
Cash is only invested in high-quality instruments. No speculative or high-risk investments are made.
Hedging agreements are intended to hedge interest rate risk and are solely for non-speculative hedging transactions. The counterparties for these transactions are large, blue-chip banks.
At end-June 2022, Carmila had two revolving credit facilities for €270 million and €540 million. This facility was not drawn down during the period.
The remaining balance of cash and cash equivalents at 30 June 2022 was €234 million.
Counterparties, changes in exchange rates, interest rates and the stock market each pose different risks.
As Carmila entrusts its cash investments to blue-chip banks, the Group is not exposed to any specific counterparty risk.
Since Carmila operates entirely within the eurozone, the Group is not exposed to exchange risk.
With regard to interest-rate risk, Carmila has implemented a hedging policy with the use of derivatives (interest rate swaps and plain vanilla options).
In order to optimise its hedging, on 18 March 2022 Carmila extended the maturity of two swaps with a notional amount of €25 and €100 million by four and three years, respectively, i.e., to 2031 and 2030. Carmila also entered into a forward swap (starting in 2024, maturing in 2031) and a swaption (starting in 2031, maturing in 2034) on 31 March 2022, with a nominal amount of €125 million. Lastly, on 13 April 2022, Carmila entered into a further forward swap (starting in 2025, maturing in 2031) and a swaption (starting in 2031, maturing in 2035), with a nominal amount of €100 million.
At 30 June 2022, Carmila's portfolio of derivative instruments set up with leading banking partners comprised:
four fixed-rate borrower swaps at three-month Euribor for a notional amount of €260 million, with the swap covering the longest term expiring in December 2031;
one fixed-rate floor at three-month Euribor for a notional amount of €25 million, covering a period up to 2022;
one cap for a nominal amount of €100 million maturing in 2023.
These hedging instruments, still effective, were recognised as cash flow hedges. The consequence of this cash flow hedge accounting is that derivative instruments are recognised on the closing statement of financial position at their market value, with any changes in fair value attributable to the effective portion of the hedge recorded in shareholders' equity (OCI) and the ineffective portion taken to income.
The fixed-rate position represents 98% of gross debt at 30 June 2022 (including swaps and swaption collars) and 102% including caps.
As the Group does not hold any shares in listed companies apart from its own shares it is not exposed to equity risk.
| 8. BREAKDOWN OF OTHER STATEMENT OF FINANCIAL POSITION ITEMS |
|||||
|---|---|---|---|---|---|
| 8.1. Intangible assets | |||||
| Accounting policies | |||||
| In accordance with IAS 38 – Intangible Assets and the IFRIC decision of March 2021 on configuration or customisation costs in a cloud computing |
there is an indication of a loss in value. | every year. An impairment test is performed on these non-current assets annually (IAS 36) or whenever |
|||
| arrangement, intangible assets with a finite useful life are amortised on a straight-line basis over the periods corresponding to their estimated useful lives. Indefinite lived intangible assets are not amortised. The indeterminate nature of the useful life is reviewed |
After recognised |
initial at amortisation and impairment. |
recognition, cost less |
intangible assets any accumulated |
are |
| (in thousands of euros) | 31 Dec. 2021 | Acquisitions | Additions/ reversals |
Reclassifications/ retirements |
30 June 2022 |
| Software | 1,698 | 37 | - | 79 | 1,814 |
| Other intangible assets Intangible assets in progress |
17,425 44 |
6 - |
(206) - |
(761) - |
16,464 44 |
| Intangible assets – gross value | 19,167 | 43 | (206) | (682) | 18,322 |
| Amortisation/impairment of software Amortisation/impairment of other intangible fixed assets |
(1,441) (13,063) |
- - |
(75) (38) |
(1) - |
(1,517) (13,101) |
| Intangible assets – cumulative amortisation | (14,504) | - | (113) | (1) | (14,618) |
| Total intangible assets – net | 4,664 | 43 | (319) | (683) | 3,705 |
| 8.2. Property, plant and equipment Accounting policies |
|||||
| In accordance with IAS 16 – Property, Plant and Equipment, when these assets (including land, buildings, installations and equipment) are not classified as investment properties, they are measured at historical cost less accumulated depreciation and impairment. |
impairment. | Property, plant and equipment under construction are accounted for at cost less any identified |
|||
| In thousands of euros | 31 Dec. 2021 | Acquisitions | Additions/ reversals |
Application of Reclassifications/ IFRS 16 retirements |
30 June 2022 |
| Technical plant, machinery and equipment Office and computer equipment Transportation equipment Company's office buildings |
4,639 632 643 3,922 |
- 7 - - |
- - - - |
- (4,372) - - 1,725 - - - |
267 639 2,368 3,922 |
| Other property, plant and equipment Property, plant and equipment – gross value |
90 9,926 |
- 7 |
- - |
- - 1,725 (4,372) |
90 7,286 |
| 8.2. Property, plant and equipment | ||||||
|---|---|---|---|---|---|---|
| Accounting policies | ||||||
| In accordance with IAS 16 – Property, Plant and Equipment, when these assets (including |
land, | impairment. | Property, plant and equipment under construction are accounted for at cost less any identified |
|||
| buildings, installations and equipment) are classified as investment properties, they measured at historical cost less accumulated depreciation and impairment. |
not are |
|||||
| In thousands of euros | 31 Dec. 2021 | Acquisitions | Additions/ reversals |
Application of IFRS 16 |
Reclassifications/ retirements |
30 June 2022 |
| Technical plant, machinery and equipment | 4,639 | - | - | - | (4,372) | 267 |
| Office and computer equipment | 632 | 7 | - | - | - | 639 |
| Transportation equipment | 643 | - | - | 1,725 | - | 2,368 |
| Company's office buildings Other property, plant and equipment |
3,922 90 |
- - |
- - |
- - |
- - |
3,922 90 |
| Property, plant and equipment – gross value | 9,926 | 7 | - | 1,725 | (4,372) | 7,286 |
| Depreciation/impairment of technical plant, machinery and equipment | (3,097) | - | (11) | - | 2,912 | (196) |
| Depreciation/impairment of office and computer equipment | (511) | - | (17) | - | - | (528) |
| Depreciation/impairment of transportation equipment | (598) | - | (177) | - | - | (775) |
| Depreciation/impairment of company's office buildings | (2,293) | - | (159) | - | - | (2,452) |
| Depreciation/impairment of other property, plant and equipment fixed assets Property, plant and equipment – cumulative depreciation |
(58) (6,557) |
- - |
(2) (366) |
- - |
- 2,912 |
(60) (4,011) |
At 30 June 2022, property, plant and equipment mainly includes fixtures and office equipment for the Group's service centres in France and Spain. No significant acquisitions were made during the period. The reclassification for the period relates to investment properties that were previously incorrectly included in property, plant and equipment and have since been reclassified.
| 31 Dec. 2021 | Net income | Distribution | Share capital increase |
Change in scope of consolidation |
Other movements | 30 June 2022 |
|---|---|---|---|---|---|---|
| 8.3. Investments in equity-accounted companies |
At 30 June 2022, this item consists of As Cancelas (Spain), acquired in 2014 and currently in operation; Carmila Thiene (Italy), the purpose of which is to deploy a project; and Magnirayas (France), set up in June 2022.
Magnirayas was created in the context of the sale of a portfolio of six assets belonging to Carmila via a joint venture with Batipart and Atland Voisin.
In accordance with IFRS 9 – Financial Instruments, the main financial assets are classified in one of the following three categories:
assets available for sale.
the contractual characteristics of cash flows; and
The classification is determined by the Group on initial recognition, depending on the type of asset and the purpose for which it was acquired. Sales and purchases of financial assets are recognised at the transaction date, i.e., the date on which the Group purchased or sold the asset. Other long-term investments include minority stakes in young companies developing innovative and promising retail concepts for goods and services.
| assets available for sale. |
retail concepts for goods and services. | ||||
|---|---|---|---|---|---|
| The application of IFRS 9 leads to a redefinition of the methodology for classifying and measuring financial assets, which is now based on: |
effective | interest rate |
Loans and receivables are initially carried at fair value and subsequently at amortised cost using the method. |
For short-term |
|
| - the contractual characteristics of cash flows; and |
receivables with no specified interest rate, the fair value is taken as the amount on the original invoice. These items are tested for impairment when there is |
||||
| - the business model for managing the assets. |
an indication of a loss in value. Impairment is | ||||
| The definition of financial assets used has been extended and now includes loans, advances, current |
estimated recoverable amount. | recognised if the carrying amount is higher than the | |||
| accounts, non-consolidated securities, receivables and derivatives with a positive fair value. IFRS 9 also makes a distinction between two categories of financial assets: debt instruments and equity instruments. Depending on the characteristics of the contractual cash flows and business model, the |
trade | "Trade receivables". | This category includes receivables related to equity investments, other loans and receivables, and trade receivables. They appear in the statement of financial position under "Other financial assets" or |
||
| resulting valuation method is different. | properties". | For assets available for sale, see Note 6 "Investment | |||
| (in thousands of euros) | 31 Dec. 2021 | Increases | Decreases | Reclassification | 30 June 2022 |
| Non-consolidated equity interests | 7,084 | 1,015 | - | - | 8,099 |
| Advances to associates or non-consolidated companies Security deposits |
- 12,894 |
1,200 481 |
- (5) |
- - |
1,200 13,370 |
| Other financial assets | 68 | - | - | - | 68 |
| Other non-current assets – gross value Impairment on other non-current assets |
20,046 (507) |
2,696 (4,798) |
(5) 788 |
- (788) |
22,737 (5,305) |
The increase in non-consolidated equity interests in first-half 2022 mainly results from the acquisition of MPH Siège shares for €0.3 million and the subscription to convertible bond issues by Kairos for €0.3 million and Meilleur Audio Holding for €0.3 million.
"Advances to associates" relates to a €1.2 million loan to Magnirayas, accounted for under the equity method in Carmila's financial statements.
The security deposits recognised as non-current assets relate to deposits made with the Spanish administrative authorities, which require a percentage of the security deposits received from tenants to be deposited with the authorities in a special escrow account.
The increase in impairment corresponds to the current account with a non-consolidated company in which Carmila has a minority stake for €4.8 million.
| Accounting policies tenants for which there is a risk of insolvency. These include tenants undergoing safeguard proceedings, or which are in receivership or liquidation, or any tenant for which a significant credit risk has been identified. impairment loss is recognised against the In accordance with IFRIC 21, provisions were recorded for all property taxes owed for 2022 as of 1 January of that year. Simultaneously, an accrual for the share of property taxes rebilled to tenants was recorded as accrued revenue due to the high probability of these lots being rented to tenants throughout the financial year. This has no impact on the annual financial statements. 30 June 2022 31 Dec. 2021 (in thousands of euros) Trade receivables – gross value 161,338 189,965 of which related to leasing activity 154,320 171,446 of which accrued receivables and receivables 18,519 7,018 unrelated to leasing activity Allowances for trade receivables (85,849) (73,523) of which related to leasing activity (85,164) (72,929) of which unrelated to leasing activity (685) (594) Trade receivables – net 116,442 75,489 activity therefore include those for the third quarter of 2022. The decrease in impairment represents €12.3 million and reflects the improvement in the collection rate. |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Trade receivables mainly comprise rent receivable from tenants, front-end fees and any advisory services. They also include the effect of the deferred recognition of benefits granted to tenants (rent-free periods and step rents). In the event of a loss in value, receivables, which takes into account the debtor's capacity to honour its debt and the period for which the receivable is past due. The Group books a provision for 50% of the corresponding receivables when they are over six months and less than one year past due, or for the full amount if the receivables are more than one year past due. A provision is made for the full amount of any past due receivables from |
|||||||||
| an | |||||||||
| There was a €41 million period-on-period increase in net trade receivables at 30 June 2022. This increase is mainly due to the resumption of quarterly billing as from 1 April 2022. Receivables relating to leasing |
|||||||||
| 30 June 2022 | |||||||||
| 89.7% 95.4% Gross collection rate (total amount invoiced) 84.5% 85.3% 93.8% 94.8% 95.9% 94.9% |
Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | FY 2021 | Q1 2022 | Q2 2022 | H1 2022 | |
| 10.3% 2.9% Rent waiver/Covid-19 provision rate 15.5% 14.7% 5.7% 5.2% 3.0% 2.8% 0.0% 1.7% Outstanding to be collected 0.0% 0.0% 0.5% 0.1% 1.2% 2.3% |
| 30 June 2022 | ||||
|---|---|---|---|---|
Out of the total charges and rents invoiced in 2021, 89.7% had been collected at 30 June 2022, 10.3% had been waived or charged to credit loss allowances (and written off in the consolidated
financial statements) and 0.0% are pending collection.
Out of the total rents invoiced in first-half 2022, 95.4% had been collected at end-June.

| 8.6. Other current assets | ||
|---|---|---|
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 |
| Tax receivables | 11,733 | 19,659 |
| Corporate tax receivables | 2,622 | 6,800 |
| Other tax receivables | 9,111 | 12,859 |
| Financial receivables | 79,205 | 37,000 |
| Receivables related to investment properties | 41,251 | 36,729 |
| Derivative instruments – assets | 37,599 | 71 |
| Marketable securities – excl. money-market | 355 | 200 |
| Other receivables | 37,192 | 33,780 |
| Receivables from charges rebilled to tenants | 13,361 | 11,433 |
| Other miscellaneous receivables | 22,650 | 22,692 |
| Prepaid expenses | 1,181 | -345 |
| Total other receivables – gross value | 128,130 | 90,439 |
| Impairment of other receivables | -443 | 0 |
| Other current receivables – net | 127,687 | 90,439 |
At 30 June 2022, the decline in tax receivables results from the collection of the tax credit granted by the French government in return for rent relief afforded to tenants due to the November 2020 lockdown for an amount of €3.5 million, and to the decrease in VAT on property, plant and equipment for €4.8 million.
Financial receivables relating to equity investments mainly consist of the Group's loans to equity-accounted companies (As Cancelas for €9.7 million and Carmila Thiene for €5.1 million), and to advances by Carmila Retail Development to Derivative instruments with a positive fair value correspond to the mark-to-market of swaps, which increased by €48.6 million over the period due to rising interest rates.
Other miscellaneous receivables mainly include the credit note receivable relating to the Nice off-plan acquisition in the amount of €21 million.
| 8.7. Net cash | |||
|---|---|---|---|
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | |
| Cash | 234,142 | 238,268 | |
| Cash and cash equivalents | 234,142 | 238,268 | |
| Bank facilities | (35) | (82) | |
| Net cash | 234,107 | 238,186 |
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||
|---|---|---|---|---|
| The change in the Group's net cash position is detailed in Note 1.3 "Consolidated statement of cash flows". 8.8. Equity |
||||
| 8.8.1 Share capital and premiums on Carmila's capital | ||||
| (in thousands of euros) | Number of shares | Share capital | Issuance premium |
Merger premium |
| At 1 January 2022 | 145,898,168 | 875,389 | 568,973 | 1,417,013 |
| Dividend – GM of 12 May 2022 | - | (143,556) | ||
| Cancellation of treasury shares | (2,039,146) | (12,235) | (17,265) | |
| Share option | - 9,980 | - 60 | 60 |
At 30 June 2022, the share capital was made up of 143,849,042 shares, each with a par value of six euros (€6), fully subscribed and paid up. The share capital comprises 143,704,395 class A shares and 144,647 class D shares.
Acting on a recommendation from the Board of Directors, Carmila's Annual General Meeting of 12 May 2022 approved the dividend of €1.00 per share for 2021, representing a total payout of €143,556 thousand deducted in full from the merger premium. This amount was paid in full in cash.
Under the share buyback programmes initiated by the Company on 16 February 2022 and 24 March 2022, 2,039,146 shares were bought back and subsequently cancelled on 13 May 2022, further to a decision by the Chair and Chief Executive Officer, acting on the authority of the Board of Directors, and resulting in a reduction in the share capital in an amount of €12,234,876.
In accordance with the terms and conditions of the plan dated 16 May 2019, vested C Shares entitle their holders to convert them into A Shares following a two-year mandatory holding period. This period came to an end on 16 May 2022, leading to the conversion of 139,306 class C shares into 129,326 class A shares. At the end of the 20-day creditors' objection period, on 9 June 2022 the Chair and Chief Executive Officer placed on record that the share conversion had been completed on 16 May 2022, along with the corresponding decrease in share capital. This capital decrease was charged against issuance premiums for €60 thousand.
Carmila SA's shares have been admitted to trading on compartment A of Euronext Paris since 1 January 2018.
For more details on the distribution of issuance premiums, see Note 2.3 "Dividend".
For more details on corporate actions, see Note 8.8.1 "Equity" above.
Treasury stock is deducted from consolidated shareholders' equity at its acquisition cost. Any gains or losses on the sale of treasury stock (together with the related tax effects) are taken directly to shareholders' equity and not to net income
for the period. The Company entered into a liquidity agreement following its listing on Euronext Paris. At 30 June 2022, the Company held a total of 151,902 Carmila shares including the shares held as part of the liquidity agreement and the shares held in view of being used in free share plans.
| view of being used in free share plans. | ||||||
|---|---|---|---|---|---|---|
| 8.8.4 Earnings per share | ||||||
| Earnings per share are calculated by dividing earnings attributable to holders of the Company's ordinary shares by the weighted average number of ordinary shares outstanding Treasury stock is not considered as shares in issue and is therefore deducted from the number of shares used to calculate earnings per share. |
Fully diluted earnings per share are determined by adjusting earnings attributable to holders of ordinary shares and the weighted average number of ordinary during the period. shares in issue to include the effects of all potentially dilutive financial instruments as well as potential shares, in particular those linked to free share plans. |
|||||
| (in thousands of euros) | 30 June 2022 | |||||
| Net income Consolidated net income attributable to non-controlling interests Numerator |
156,895 269 |
|||||
| Consolidated net income attributable to owners of the parent | 156,626 | |||||
| Average number of shares outstanding Number of preference shares outstanding at 30 June 2022 Denominator |
144,936,550 144,647 |
|||||
| Average number of shares (fully diluted) | 145,081,197 | |||||
| Earnings per share (in euros) Diluted earnings per share (in euros) |
1.08 1.08 |
|||||
| 8.9. Provisions | ||||||
| (in thousands of euros) | 31 Dec. 2021 | Additions | Reversal | Reclassification | Actuarial adjustments (OCI) |
30 June 2022 |
| Other provisions for contingencies and charges | 6,393 | 1,918 | (1,330) | - | - | 6,981 |
| Provisions for contingencies and charges | 6,393 | 1,918 | (1,330) | - | - | 6,981 |
| Provision for pensions and retirement benefits | 474 | 29 | (22) | 12 | - | 493 |
| Provisions for charges | 474 | 29 | (22) | 12 | - | 493 |
| 6,867 | 1,947 | (1,352) | 12 | - | 7,474 |
| Actuarial adjustments (OCI) |
30 June 2022 | ||
|---|---|---|---|
Provisions for contingencies and charges include all disputes and litigation with tenants and any other operating risks. The provisions were reviewed to better understand the facts and circumstances surrounding
| 8.10. Trade and payables to suppliers of non-current assets | |||
|---|---|---|---|
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | |
| Fixed assets payables | 10,405 | 22,067 | |
| Miscellaneous trade payables | 828 | 2,385 | |
| Trade payables and accrued invoices | 20,019 | 18,599 | |
| Trade and fixed assets payables | 31,252 | 43,051 |
Payables to suppliers of non-current assets relate to ongoing or completed restructuring or extension projects. The decrease is due to a decline in ongoing projects.
| Payables to suppliers of non-current assets relate to ongoing or completed restructuring or extension projects. The decrease is due to a decline in ongoing projects. |
|||
|---|---|---|---|
| 8.11. Other current liabilities | |||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | |
| Accrued tax and payroll liabilities | 81,108 | 54,179 | |
| Tax liabilities (excluding corporate income tax) Tax liabilities – corporate income tax Social security liabilities |
73,411 285 7,412 |
41,370 770 12,039 |
|
| Other liabilities | 92,108 | 53,399 | |
| Other miscellaneous liabilities Prepaid income |
15,008 77,100 |
17,229 36,170 |
|
| 173,216 | 107,578 |
The rise in accrued tax and payroll liabilities is primarily due to the rise in property tax which is paid to the tax authorities at the end of the year. The increase also reflects the rise in output VAT payable on amounts collected following the resumption of quarterly billing. Prepaid income breaks down as €72.2 million in France and €4.9 million in Italy relating to billing for third-quarter 2022. The increase in this item is due to the resumption of quarterly billing as of 1 April 2022 in France.
Other liabilities include the earn-out on a 2016 acquisition, expected to be paid in 2022 in an amount of €7.5 million.
Gross rental income from operating leases is recognised on a straight-line basis over the entire term of the lease agreement.
Any benefits or incentives granted by a lessor when negotiating or renewing an operating lease should be recognised as an integral part of the consideration agreed for the use of the leased asset, regardless of the nature, form or payment date of those benefits:
the form of the agreement and payment schedules. These fees are amortised over the initial non-cancellable term of the lease;
tenants who terminate their leases prior to the contractual expiration date are liable to pay early termination penalties. Such penalties relate to the terminated lease and are recognised as income in the year in which they are received.
Service charge income is recognised as income for the period and corresponds to charges rebilled to tenants.
These correspond to fees paid (or the amortisation of initial payments) when the land is made available under a ground lease or concession agreement, as well as the expense related to land tax and rebilled land tax.
These charges primarily represent charges arising from vacant premises and rebillable expenses not yet rebilled.
These consist of service charges borne by the landlord, expenses related to works, legal costs, costs associated with bad debts, property management costs, temporary rent relief granted exceptionally to tenants in order to support its business as well as one-off commercial and marketing promotional campaigns undertaken on behalf of a tenant.
Net rental income is calculated based on the difference between gross rental income and these various expenses net of those rebilled.
| Gross rental income | First-half 2022 | First-half 2021 | ||
|---|---|---|---|---|
| Year-on-year change |
||||
| Gross rental | Reported | Gross rental | ||
| (in thousands of euros) | income | income | ||
| France | 125,533 | 6.4% | 117,948 | |
| Spain | 45,767 | 4.1% | 43,978 | |
| Italy | 11,506 | 5.2% | 10,940 | |
| Total | 182,806 | 5.8% | 172,866 |
| Net rental income | First-half 2022 | Year-on-year change | First-half 2021 | |||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Net rental income |
Like for like (total) |
Like for like (specific Covid 19 impact) |
Like for like (excl. specific Covid-19 impact) |
Reported | Net rental income |
| France | 117,830 | 34.0% | 29.4% | 4.7% | 33.9% | 87,987 |
| Spain | 43,834 | 40.4% | 35.3% | 5.1% | 40.9% | 31,115 |
| 20.5% | 16.1% | 4.4% | 19.4% | 8,843 | ||
| Italy | 10,555 | 34.6% | 29.9% | 4.8% | 34.6% | 127,945 |
Acquisitions and disposals represented a net negative impact of €0.1 million, or 0.1%, attributable to the acquisition of the Rosaleda shopping centre (positive impact of €0.3 million, or 0.2%) on 24 May 2022 and the disposal of Nanteuil-les-Meaux (negative impact of €0.4 million, or 0.3%) on 23 June 2021.
| 24 May 2022 and the disposal of Nanteuil-les-Meaux | |||
|---|---|---|---|
| Changes linked to specific Covid-related impacts represented a €38.2 million (or 29.9%) increase in net rental income. Specific Covid-related impacts |
(negative impact of €0.4 million, or 0.3%) on 23 June 2021. |
||
| recognised in first-half 2021 reduced net rental income by €33.5 million, whereas they increased net rental income by €4.7 million in first-half 2022. |
The sale of a portfolio of six French assets had no impact in the period as it was completed on 30 June 2022. |
||
| Organic growth as adjusted for these specific impacts came out at 4.8%. The share of indexation included in growth at constant scope is a positive 3.0%. |
Other impacts increased net rental income by €0.1 million, or 0.1%. These other impacts notably include the impact of strategic vacancies which allow for restructuring and extension projects. |
||
| 9.2. Overhead expenses (in thousands of euros) |
First-half 2022 | First-half 2021 | |
| Income from property management, administration and other activities Other income |
5,247 2,360 |
5,592 765 |
|
| Payroll expenses | (13,385) | (13,665) | |
| Other external expenses | (18,131) | (17,120) |
9.2.1 Income from property management, administration and other activities, and other income from services
The total amount of this revenue was €5.2 million in first-half 2022, a decrease of €0.3 million, or 6.2% compared to first-half 2021.
It can be broken down as follows:
• €3.1 million in rebilled shopping centre management costs, stable versus first-half 2021;
• fees, including technical and marketing fees for €1.7 million, stable versus first-half 2021.
"Other income" mainly consists of marketing services aimed at increasing the attractiveness of the centres (retailers' associations) for €2.4 million.
Total payroll expenses came to €13.4 million in first-half 2022, a slight decrease on first-half 2021.
Other external expenses totalled €18.1 million in first-half 2022, up 5.9% (€1.0 million). This increase is mainly attributable to the health situation in first-half 2021, which led to a fall in lease management fees resulting from the rent relief granted to tenants, and by a reduction in certain communication and marketing expenses (trade shows, conventions, events, etc.).
The main components of other external expenses are marketing expenses, as well as appraisal fees for the asset portfolio, legal and tax fees, auditors' fees, financial communication and advertising fees, travel expenses and other mission-related expenses.
| 9.3. Depreciation, amortisation, provisions and impairment | ||
|---|---|---|
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Additions to depreciation, amortisation and impairment of property, plant and equipment and intangible assets |
(500) | (263) |
| Reversals from/additions to provisions for provisions for contingencies and charges and current assets |
376 | (621) |
| Additions to depreciation/amortisation of property, plant and equipment and intangible assets, and provisions |
(124) | (884) |
| Depreciation, amortisation and impairment mainly | tenants, impairment of current assets, and potential | |
| concern software and fixtures and fittings in the tax disputes in France. Group's office buildings. |
There were no material changes during the period. |
Net additions to provisions for contingencies and charges mainly concern property disputes with
Gains and losses on disposals of investment properties relate to the disposal of a portfolio of six French assets at 30 June 2022.
The sale price of the portfolio was €150 million, including transfer taxes, resulting in a disposal loss of €2.9 million.
There were no other significant disposals during the period.
The Group companies are subject to the tax laws that apply in the countries in which they operate. Income tax is calculated according to local rules and rates.
In France, the Group benefits from the specific SIIC tax regime for French real estate investment trusts.
The Group's subsidiaries in Italy are subject to ordinary taxation in their respective jurisdictions.
Effective 1 January 2020, the Group's Spanish companies are eligible for the SOCIMI tax regime applicable to real estate investment trusts (REITs).
Effective 31 December 2021, Carmila Puerto and Carmila Cordoba opted out of, and therefore are no longer eligible for, the SOCIMI regime.
On 1 June 2014, Carmila and its French subsidiaries subject to corporate income tax opted for the SIIC regime (French REIT) as of that date.
The specific corporate tax exemption regime for SIICs is an option for companies listed on a French stock market with share capital of at least €15 million, whose main corporate purpose is the acquisition or construction of properties for leasing purposes or the direct or indirect holding of equity investments in legal entities with the same corporate objective. This option cannot be revoked. Subsidiaries subject to corporate income tax may also opt for the regime if at least 95% of their share capital is held by a company having opted for the SIIC regime.
In exchange for the exemption, these listed real estate investment firms are required to distribute 95% of their rental income, 70% of their capital gains on disposals and 100% of the dividends received from their SIIC subsidiaries. The distribution requirement related to capital gains has been set at 70% since 1 January 2019.
The option of the SIIC regime entails immediate liability for an exit tax at a rate of 19% on unrealised capital gains relating to properties and shares in partnerships not subject to income tax. The exit tax is payable over a four-year period starting when the entity concerned opts for SIIC status.
The exit tax liability is discounted according to its payment schedule. The liability initially recognised in the statement of financial position is discounted, and an interest expense is recorded at the end of each reporting period in other financial expenses, enabling the liability to be reduced to its net present value at the reporting date.
Since its adoption of the SIIC regime on 1 June 2014, Carmila distinguishes between a SIIC segment that is exempt from tax on property-leasing transactions and capital gains on disposals and a segment subject to income tax for other activities.
Income tax for companies not subject to the SIIC regime in France and for foreign companies is calculated under the conditions of ordinary tax law. Financière Géric, which was previously liable for income tax, opted for the SIIC regime on 1 January 2017.
Real estate income for SOCIMIs is subject to 0% corporate income tax (CIT), provided that the requirements of the SOCIMI regime are met. Unrealised capital gains recognised prior to entry into the SOCIMI regime are fixed and will be taxed when the corresponding asset is sold. Capital gains realised after election for the SOCIMI regime are exempt from capital gains tax provided that the distribution criteria are met.
Companies opting for the SOCIMI tax regime are required to make the following minimum distributions:
Spanish SOCIMIs are subject to a special 19% withholding tax on dividend distributions unless it can be proven that shareholders with an ownership interest of 5% or more are subject to tax at a minimum rate of 10%.
Current income tax expense is determined on the basis of tax rules and tax rates enacted or substantively enacted at the reporting date in each country during the period to which the profits relate.
The income tax payable as well as the tax on future income are offset when they originate within the same tax group, fall within the responsibility of the same tax authority, and there is a legal right to offset.
Deferred taxes are recognised when there are temporary differences between the carrying amounts of assets and liabilities and their tax base that give rise to taxable income in future periods.
After being offset against existing tax liabilities, the residual deferred tax assets are recognised if it is probable that the company concerned will have future taxable profits against which these deferred tax assets can be utilised.
Deferred tax assets and liabilities are measured using the liability method at the income tax rate expected to apply to the period in which the asset will be realised or the liability settled, based on tax rules and tax rates that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities should reflect the tax impact of the manner in which the entity expects to recover or settle the carrying amount of its assets and liabilities at the reporting date.
| Income tax charge | ||
|---|---|---|
| (2,611) | (2,882) | |
| Withholding tax Current tax |
- (261) |
- (979) |
| Deferred tax | (2,350) | (1,903) |
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Deferred tax assets and liabilities are measured using the liability method at the income tax rate expected to apply to the period in which the asset will be realised or the liability settled, based on tax rules and 10.1. Income tax benefit |
25.83% used in the tax reconciliation tables reflects the tax rate applicable in 2022 to companies with revenues of less than €250 million, excluding the 3.3% social contribution, which was not used by the Group owing to the absence of income tax expense for French companies. |
|
| After being offset against existing tax liabilities, the residual deferred tax assets are recognised if it is probable that the company concerned will have future taxable profits against which these deferred |
In France, the 2021 Finance Act maintained the social contribution at 3.3%, applicable to the proportion of tax exceeding €763 thousand, but introduced a progressive reduction in the income tax rate, from 33.33% to 25% by 2022. The theoretical tax rate of |
|
| amounts of assets and liabilities and their tax base that give rise to taxable income in future periods. |
Deferred tax is calculated at the local tax rates approved at the reporting date. The rates applied at 30 June 2022 are 28% in Italy and 25% in Spain. |
|
| differences between the carrying |
liabilities at the reporting date. |
| 10.2. Tax reconciliation | ||
|---|---|---|
| The reconciliation of the effective tax expense with the theoretical tax expense is as follows: | ||
| (in thousands of euros) | First-half 2022 | First-half 2021 |
| Consolidated net income | 156,895 | 18,845 |
| Income tax benefit (expense) | (2,611) | (2,882) |
| Share of net income (loss) of equity-accounted companies | (1,011) | (1,467) |
| Net income before taxes and excluding equity-accounted companies' net income | 160,517 | 20,260 |
| Standard tax rate applicable to the parent company | 25.00% | 28.00% |
| Theoretical income tax (expense) benefit | (40,129) | (5,673) |
| Tax exempt income resulting from the SIIC regime | 23,095 | (1,450) |
| Tax exempt income resulting from the SOCIMI regime | 15,857 | 6,433 |
| Temporary differences | - | |
| Share of expenses on dividends | (29) | (70) |
| Permanent differences | (50) | 861 |
| Taxes other than on income | (135) | (1,017) |
| Impact of difference in tax rates | (237) | - |
| Difference in earnings | - | - |
| Tax loss without deferred tax recognition | (982) | (1,964) |
| (2,611) | (2,882) | |
| Effective tax (expense) benefit |
| 10.3. Current tax assets and liabilities | |||
|---|---|---|---|
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | |
| Tax credits | 2,622 | 6,800 | |
| Total tax assets | 2,622 | 6,800 | |
| Tax liabilities – non-current | 0 | 0 | |
| Tax liabilities – current | 243 | 728 | |
| Liabilities related to tax consolidation | 42 | 42 |
| At 30 June 2022, tax receivables correspond mainly to tax prepayments in Italy for €2.4 million. The decrease in this item is due to the collection of the tax credit granted by the French government in return for rent |
relief afforded to tenants due to the November 2020 lockdown for €3.5 million. The tax liability relates to €243 thousand in income tax payable in France. |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 10.4. Deferred tax assets and liabilities | |||||||||
| (in thousands of euros) | 31 Dec. 2021 | Profit and loss impact |
30 June 2022 | ||||||
| Deferred tax assets | 9,855 | 1 | 9,856 | ||||||
| Deferred tax liabilities | (139,445) | (2,351) | (141,796) | ||||||
| Net balance of deferred tax | (129,590) | (2,350) | (131,940) | ||||||
| Breakdown of deferred tax by category | |||||||||
| Properties | (139,445) | (2,351) | (141,796) | ||||||
| Tax losses | 8,935 | - | 7,677 | ||||||
| Other items | 920 | 1 | 2,179 | ||||||
| Net balance of deferred tax | (129,590) | (2,350) | (131,940) |
An off-balance sheet commitment can be any transaction or agreement between a company and one or several entities which is not recorded on the statement of financial position. Off-balance sheet commitments may be given or received, or may be reciprocal commitments, and represent risks and rewards which can be useful for assessing the Group's financial position.
A contingent liability is a potential obligation for the entity to a third party resulting from an event whose existence will only be confirmed by the occurrence or non-occurrence of one or several future uncertain events that are outside the entity's control.
| financial statements. | At 30 June 2022, there were no material disputes other than those already recognised in the consolidated | |
|---|---|---|
| 11.2. Commitments received | ||
| COMMITMENTS RECEIVED | ||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 |
| Unused credit facilities Commitments related to Group financing |
810,000 810,000 |
810,000 810,000 |
| Bank guarantees received from tenants Other commitments received |
22,958 224 |
21,825 228 |
| Commitments related to Group operating activities | 23,182 | 22,053 |
The Group finances itself through equity and borrowings contracted by the parent company. At 30 June 2022, the Group had two credit facilities for €270 million and €540 million, set up as part of its refinancing programme in October 2021. This facility was not drawn down during the period.
| 30 June 2022, the Group had two credit facilities for | was not drawn down during the period. | |||||
|---|---|---|---|---|---|---|
| 11.2.2 Bank guarantees received from tenants | ||||||
| Within the scope of its business of managing shopping centres, certain leases provide for the lessor to receive a first-demand bank guarantee securing the sums owed by the tenants. |
||||||
| 11.2.3 Other guarantees received – vendor warranties | ||||||
| In the context of its acquisition of Italian assets, Carmila Italia received a reassessment notice from the tax authorities. This tax risk is covered by a vendor |
measure. | warranty. The amount of the reassessment was paid by the seller to the tax authorities as a precautionary |
||||
| 11.3. Commitments given | ||||||
| COMMITMENTS GIVEN | ||||||
| (in thousands of euros) | 30 June 2022 | 31 Dec. 2021 | ||||
| Commitments to complete works | 3,392 | 1,687 | ||||
| Rental guarantees and deposits Commitments related to Group operating activities |
4,937 8,329 |
4,937 6,624 |
||||
| 8,329 | 6,624 |
Commitments subject to conditions precedent are undertakings to purchase land, assets or securities and earn-out payments for previous acquisitions,
Works-related commitments correspond to works approved by the Investment Committee and/or already under contract, and not recognised on the statement of financial position. At 30 June 2022, they
This item mainly includes guarantees covering the operating premises of the Group and its subsidiaries. Since 2018, it also includes a guarantee given to the
At 30 June 2022, the Group had not entered into any swaps or other derivatives pending
None.
To the best of our knowledge, we have reported all off-balance sheet commitments that are material or some of which are not sufficiently certain to be recognised in the financial statements.
At 30 June 2022, the Group had not signed any purchase commitments.
chiefly related to the outstanding portion of the Nice Lingostière extension (off-plan acquisition) and to the off-plan acquisition of Nevers and Langueux.
tax authorities by the Italian subsidiaries regarding the application of its consolidated VAT regime.
execution/application which were not recognised in its financial statements at that date.
that may become material in the future as determined by applicable accounting standards.
On 1 January 2021, the Carrefour group and Carmila signed agreements regarding functions or services to be performed by Carrefour on Carmila's behalf. The term of these agreements was set at five years, i.e., until 31 December 2025.
Carrefour and Carmila have also signed an agreement for the renovation and development of Carmila's assets.
On 30 June 2022, Carmila finalised the sale of a portfolio of six assets with Batipart and Atland Voisin via a joint venture, Magnirayas, in which Carmila holds a 20% minority stake. This transaction is described in Note 2.2.
There were no other substantial changes in related party transactions during the reporting period.
See Note 9.2.2.
At 30 June 2022, the Carmila Group had 228 employees, including 148 in France employed by
Employees receive benefits during their employment (paid leave, sick leave, profit-sharing, long-service awards, etc.) and defined-benefit or
13.3.1 Pension plans
At 31 December 2021, the Group applied the following main actuarial assumptions:
13.3.2 Share-based payments
The Group applies the provisions of IFRS 2 – Share-based Payment. The fair value of share-based payment rights allocated to employees is determined at the allocation date, and is recorded within payroll expenses over the vesting period against an increase in shareholders' equity. The amount recognised as an expense is adjusted to reflect the number of rights for which it is estimated that the non-market performance and service conditions will be met. The expense ultimately recognised is based on the actual number of rights that fulfil the non-market performance and service conditions at the vesting date. For share-based payment rights subject to other conditions, fair value as determined at the allocation date reflects these conditions. The difference between the initial estimate and the actual cost does not give rise to any subsequent adjustments.
Under IFRS 2.11, equity instruments allocated must be measured at their fair value at the allocation date using an option pricing model. The Black & Scholes and Monte-Carlo models were used to simulate the fair value of each of the instruments.
its Almia Management subsidiary, 64 in Spain and 16 in Italy (excluding apprentices).
defined-contribution post-employment benefits (end-of-service indemnities, pension benefits, etc.).
These assumptions remained unchanged at 30 June 2022.
The Group has nine free share plans for corporate officers and key employees in France, Spain and Italy. The cost of these plans is recognised over the vesting period (period of employment to be completed by the beneficiaries before they are able to exercise the options allocated).
The plan allocated in 2019 (plan 5) expired on 16 May 2022 and resulted in the allocation of 129,326 free shares to key employees and corporate officers following the conversion of class C shares into class A shares.
The plans in effect at 30 June 2022, allocated in 2020, 2021 and 2022, were as follows:
The benefits allocated are recognised over the vesting period, as payroll expenses for €804 thousand against a corresponding increase in shareholders' equity of €657 thousand (offset in equity by the shares delivered during the period) and as accrued social security liabilities (20% payroll taxes) for €147 thousand.
On 21 July 2022, Carmila repaid its credit facility in an amount of €170 million and contracted a new floating-rate €550 million credit line with a five-year maturity. The new facility includes two one-year extension options and two sustainability criteria. Carmila also cancelled the first tranche of its €270 million revolving credit facility. The outstanding revolving credit facility amounts to €540 million.
| 15. LIST OF CONSOLIDATED COMPANIES |
|||||||
|---|---|---|---|---|---|---|---|
| List of consolidated companies Consolidated companies |
% interest | % control | |||||
| Country | 30 June 2022 | 31 Dec. 2021 | Change | 30 June 2022 | 31 Dec. 2021 | Change | |
| France | |||||||
| Carmila SA | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila France SAS | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Almia Management SAS SCI du Centre Commercial de Lescar |
France France |
100.00% 100.00% |
100.00% 100.00% |
- - |
100.00% 100.00% |
100.00% 100.00% |
- - |
| SCI de l'Arche | France | 50.00% | 50.00% | - | 50.00% | 50.00% | - |
| SCI des Pontots | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| SCI Carmila Anglet | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| SCI Carmila Coquelles | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| SCI Carmila Labège SCI Carmila Orléans |
France France |
100.00% 100.00% |
100.00% 100.00% |
- - |
100.00% 100.00% |
100.00% 100.00% |
- - |
| SCI Carmila Bourges | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| SCI Sothima | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Hyparmo Sarl | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Bay1Bay2 SAS |
France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Financière Géric SAS | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Louwifi SAS Carmila Crèche sur Saone SAS |
France France |
100.00% 100.00% |
100.00% 100.00% |
- - |
100.00% 100.00% |
100.00% 100.00% |
- - |
| Carmila Evreux SAS | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Retail Development | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| KC11 SNC | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Best of the Web SAS Carmila Saran SAS |
France France |
100.00% 100.00% |
100.00% 100.00% |
- - |
100.00% 100.00% |
100.00% 100.00% |
- - |
| Carmila Nice SAS | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Next Tower | France | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Spain | |||||||
| Carmila España SL | Spain | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Talavera SL Carmila Huelva SL |
Spain Spain |
100.00% 100.00% |
100.00% 100.00% |
- - |
100.00% 100.00% |
100.00% 100.00% |
- - |
| Carmila Mallorca SL | Spain | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Puerto SL | Spain | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Cordoba SL | Spain | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Italy | |||||||
| Carmila Holding Italia SRL | Italy | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Italia SRL | Italy | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| Carmila Milano Nord SRL | Italy | 100.00% | 100.00% | - | 100.00% | 100.00% | - |
| % interest | % control | ||||||
| List of consolidated companies | 30 June 2022 | 31 Dec. 2021 | Change | 30 June 2022 | 31 Dec. 2021 | Change | |
| Equity-accounted companies | 0.00% | 20.00% | |||||
| Country | |||||||
| Magnirayas As Cancelas |
France Spain |
20.00% 50.00% |
50.00% | - | 20.00% 50.00% |
0.00% 50.00% |
20.00% - |
| List of consolidated companies | ||||||||
|---|---|---|---|---|---|---|---|---|
| Magnirayas | France | 20.00% | 0.00% | 20.00% | 20.00% | 0.00% | 20.00% | |
| As Cancelas | Spain | 50.00% | 50.00% | - | 50.00% | 50.00% | - | |
| Carmila Thiene SRL | Italy | 50.10% | 50.10% | - | 50.10% | 50.10% | - |
S.A. au capital de 5 497 100 € 775 726 417 R.C.S. Nanterre
Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre
S.A.S. au capital de 2 188 160 € 572 028 041 R.C.S. Nanterre
Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre
Société Anonyme 58, Avenue Emile Zola 92100 Boulogne-Billancourt
Share capital of € 863,094,252
For the period from January 1st to June 30th, 2022
Tour Eqho - 2, avenue Gambetta – CS 60055 92066 Paris La Défense Cedex France
KPMG S.A. DELOITTE & ASSOCIES 6, place de la Pyramide 92908 Paris La Défense Cedex France
Société Anonyme
58, Avenue Emile Zola 92100 Boulogne-Billancourt
Share capital of € 863,094,252
For the period from January 1st to June 30th, 2022
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your general meetings and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
These condensed half-yearly consolidated financial statements were prepared under the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France.
A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Paris La Défense, on the July 27th, 2022
The Statutory Auditors
KPMG S.A.
French original signed by
DELOITTE & ASSOCIÉS
French original signed by
Caroline Bruno-Diaz Adrien Johner Partner Partner
Emmanuel Proudhon Partner
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