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Cofinimmo — Interim / Quarterly Report 2011
May 3, 2011
3933_ir_2011-05-03_1121dc5d-8a27-4251-90b4-2887bbf91ef1.pdf
Interim / Quarterly Report
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EMBARGO UNTIL 03.05.2011 – 8:00AM
IN TE R MED I A TE DE CL AR A TI ON (F OR T H E P E RI O D 01.01.2011 – 31.03.2011) OF TH E BO AR D OF DI RE C TO RS C OM P RI S I N G T H E R ES UL T S ON 31.03.2011
- Net current result per share (IAS 39 impact excluded): €1.96 vs. €1.90 at 31.03.2010
- Stable global occupancy rate: 95.76%
- Slight depreciation of the fair value of the portfolio since 31.12.2010: -0.3%
- Debt ratio: 46.80% and Loan-to-Value ratio: 49.30%
Brussels, 03.05.2011, 8:ooAM CET
1. Summary and key figures
The first 3 months of 2011 were marked by rental income reaching €46.3 million, down 6.7% compared to the same period last year (€49.6 million). This decline stems from the disposals carried out by the company in the office segment, which were partially offset by the acquisitions in the nursing homes segment.
The property operating result slightly decreases (-1.1%) evolving from €46.8 million at 31.03.2010 to €46.3 million at 31.03.2011.
The debt volume diminished from €1,577.0 million (31.12.2010) to €1,525.7 million (31.03.2011) and its cost was reduced from 4.3% (year 2010) to 4.0% (1st quarter 2011). The financial result (IAS 39 impact excluded) improves over the first quarter of 2011 standing at €-12.9 million compared to €-16.7 million one year earlier.
The net current result (IAS 39 impact excluded) – Group share amounts to €1.96 per share as against €1.90 at 31.03.2010, being a progress of 3.2%.
The result on portfolio amounts to €-3.8 million at 31.03.2011 compared to €-4.0 million at 31.03.2010. It includes a €4.5 million capital gain on the sale of investment properties.
The net result – Group share, which incorporates the negative impact of the valuation of the financial instruments and of the result on portfolio, works out in a profit of €1.64 per share against €1.20 for the first 3 months of 2010.
| EMBARGO UNTIL 03.05.2011 – 8:00AM | |
|---|---|
| Global information | |||
|---|---|---|---|
| (x €1,000,000) | 31.03.2011 | 31.12.2010 |
|---|---|---|
| Portfolio of investment properties (in fair value) | 3,048.1 | 3,041.9 |
| (x €1,000) | 31.03.2011 | 31.03.2010 |
| Property result | 52,001 | 53,685 |
| Operating result before result on portfolio | 44,385 | 45,021 |
| Financial result | -13,928 | -22,525 |
| Net current result (Group share) | 28,137 | 20,707 |
| Result on portfolio (Group share) | -3,830 | -3,964 |
| Net result (Group share) | 24,307 | 16,743 |
| (in %) | 31.03.2011 | 31.12.2010 |
| Operating costs/average value of the portfolio under management1 | 0.84% | 0.80% |
| Operating margin | 85.35% | 86.32% |
| Weighted residual lease term2 (in years) | 11.4 | 11.5 |
| Occupancy rate3 | 95.76% | 95.77% |
| Gross rental yield at 100% portfolio occupancy | 6.98% | 6.98% |
| Net rental yield at 100% portfolio occupancy | 6.68% | 6.52% |
| Average interest rate on borrowings4 | 4.01% | 4.33% |
| Debt ratio5 | 46.80% | 47.50% |
| Loan-to-Value ratio6 | 49.30% | 50.26% |
Information per share – fully diluted (in €)
| Results | 31.03.2011 | 31.03.2010 |
|---|---|---|
| Net current result – Group share – excluding IAS 39 impact | 1.96 | 1.90 |
| IAS 39 impact | -0.07 | -0.42 |
| Net current result – Group share | 1.89 | 1.48 |
| Realised result on portfolio | 0.31 | 0.04 |
| Unrealised result on portfolio7 | -0.56 | -0.32 |
| Net result – Group share | 1.64 | 1.20 |
| Net Asset Value per share | 31.03.2011 | 31.12.2010 |
|---|---|---|
| Revalued net asset value in fair value8 after distribution of dividend for the year 2009 |
102.12 | 98.21 |
| Revalued net asset value in investment value9 after distribution of dividend for the year 2009 |
106.47 | 102.56 |
1 Average value of the portfolio + the value of the receivables sold on buildings of which the maintenance costs are still borne by the Group being the owner. These costs are covered through total liability insurance premiums.
2Until the first break option for the lessee.
3Calculated according to the actual rents for the occupied buildings and the estimated rental value for unlet buildings. For the office properties alone, it stands at 92.78% as against 88.35% for the Brussels' office market (source: CB Richard Ellis).
4 Including bank margins and the amortisation charges of the cost of hedging instruments active during the period.
5 Legal ratio calculated according to the Sicafi regulation as financial and other debts/total assets.
6 Conventional ratio defined in the documents with the banks as net financial debt/fair value of the property portfolio and of finance lease receivables.
7 Changes in fair value of investment properties and exit tax.
8 Fair value: after deduction of transaction costs (mainly transfer taxes) from the value of the investment properties.
9 Investment value: before deduction of transaction costs (mainly transfer taxes) from the value of the investment properties.
2. Important transactions and events during the first quarter of 2011
A. Divestments
In line with its strategy of asset arbitrage aiming optimal portfolio composition, both from a sector and geographical perspective, Cofinimmo sold 2 assets for a total gross amount of €33.23 million, generating a total gross capital gain compared to the most recent investment values determined by the independent expert of €4.12 million or €0.28 per share. The proceeds from these sales will be reinvested in the company's investment program.
The properties sold are:
-
- the Da Vinci office block, located at Avenue de Cortenbergh 107 in the Brussels' Leopold District, totalling 7,435m² and acquired by the Compagnie de Manutention Groupe (CdMG);
-
- the Ledeberg 438 commercial building, located at Brusselsesteenweg 438 in Ghent, with an area of 4,234m² and rented to the Delhaize Group which exercised the purchase option provided for in its lease.
B. Investments
Cofinimmo acquired all the shares of Hemera SA, owner of the nursing home De Nieuwe Seigneurie, located at Hovenierstraat 15 in Rumbeke (Roeselaere). This newly constructed nursing home, with a total lettable area of 3,460m2 , comprises 75 beds. It has been valued at €7.33 million, in line with the investment value assigned to it by the independent real estate expert. It provides a gross rental yield of 6.71% in double net equivalent1 .
The nursing home will be operated by a subsidiary of the Senior Assist Group, with which Cofinimmo has concluded a 27-year long lease. This triple net lease foresees that all the costs, including those relating to the structure of the building, are payable by the operator.
1 The yield in double net equivalent allows comparison with the yields on offices.
3. Summary of the results and consolidated accounts at 31.03.2011
A. Consolidated income statement – Analytical form (x €1,000)
| 31.03.2011 | 31.03.2010 | |
|---|---|---|
| A. NET CURRENT RESULT | ||
| Rental income, net of rental-related expenses | 46,268 | 49,644 |
| Writeback of lease payments sold and discounted (non-cash) | 5,234 | 4,335 |
| Taxes and charges on rented properties not recovered | 684 | -21 |
| Redecoration costs, net of tenant compensation for damages | -185 | -273 |
| Property result | 52,001 | 53,685 |
| Technical costs | -692 | -1,393 |
| Commercial costs | -201 | -472 |
| Taxes and charges on unlet properties | -1,148 | -1,005 |
| Property result after direct property costs | 49,960 | 50,815 |
| Property management costs | -3,699 | -4,013 |
| Property operating result | 46,261 | 46,802 |
| Corporate management costs | -1,876 | -1,781 |
| Operating result (before result on portfolio) | 44,385 | 45,021 |
| Financial income (IAS 39 excluded)1 | 1,259 | 1,344 |
| Financial charges (IAS 39 excluded)2 | -14,138 | -18,035 |
| Revaluation of derivative financial instruments (IAS 39) | -1,049 | -5,834 |
| Taxes | -1,783 | -1,669 |
| Net current result3 | 28,674 | 20,827 |
| Minority interests | -537 | -120 |
| Net current result – Group share | 28,137 | 20,707 |
| B. RESULT ON PORTFOLIO | ||
| Gains or losses on disposals of investment properties | 4,500 | 517 |
| Changes in fair value of investment properties | -8,193 | -4,296 |
| Other portfolio result | -129 | -185 |
| Result on portfolio | -3,822 | -3,965 |
| Minority interests | -8 | 1 |
| Result on portfolio – Group share | -3,830 | -3,964 |
| C. NET RESULT | ||
| Net result – Group share | 24,307 | 16,743 |
| Number of shares | 31.03.2011 | 31.03.2010 |
|---|---|---|
| Number of ordinary shares issued (own shares included) | 13,667,397 | 12,759,754 |
| Number of preference shares issued and not converted | 1,249,005 | 1,272,009 |
| Number of outstanding ordinary shares | 13,614,790 | 12,737,380 |
| Number of preference shares entitled to share in the result of the period | 1,249,005 | 1,272,009 |
| Total number of shares entitled to share in the result of the period | 14,863,795 | 14,009,389 |
1 IAS 39 included, at 31.03.2011 and 31.03.2010, financial income stands at K€7,120 and K€1,344 respectively.
2 IAS 39 included, at 31.03.2011 and 31.03.2010, financial charges stand at K€-21,048 and K€-23,869 respectively.
3 Net result excluding gains or losses on disposals of investment properties, changes in fair value of investment properties and exit tax.
Comments on the consolidated income statement – Analytical form
The cumulated rental income as at 31.03.2011 amounts to €46.3 million, down 6.7% compared to one year earlier (€49.6 million) mainly due to the disposal of properties and lease receivables over the last 12 months. With an unchanged portfolio (like-for-like), the level of rents rose by 0.19% over the last 12 months. At 31.03.2011 the occupancy rate stands at 95.76% for the entire portfolio and at 92.78% for the office portfolio alone.
Overall, all direct and indirect operating costs slightly rise at 0.84% of the average value of the portfolio as at 31.03.2011.
The operating result (before result on portfolio) stands at €44.4 million.
The financial result improves from €-22.5 million at 31.03.2010 to €-13.9 million at 31.03.2011, mainly stemming from the falling interest charges between those 2 periods, standing at €-18.0 million and €-14.1 million respectively. This improvement can be explained by, on the one hand, the lower average debt level (€1,525.7 million at 31.03.2011 as against €1,609.3 million one year earlier) and, on the other hand, the declining average interest rate on borrowings, including bank margins and the amortisation cost of hedging instruments active during the period, standing at 4.01%1 at 31.03.2011 as against 4.06% at 31.03.2010.
The revaluation of optional financial instruments induces to a latent net loss of €1.0 million at 31.03.2011, compared to a latent net loss of €5.8 million at 31.03.2010. The balance-sheet heading under shareholders' equity "Reserve for the balance of changes in fair value of financial instruments" 2 , which registers the changes in effective value of optional as well as non-optional financial instruments, evolves considerably from €-60.1 million at 31.12.2010 to €-26.6 million at 31.03.2011, under the impact of the rising future interest rates between these 2 periods. This item is not registered in the income statement but has a negative impact on the shareholders' equity and the intrinsic share value. Seen the rising interest rates and at the latest when the hedging instruments become active, this amount is progressively reversed.
Taxes (€-1.8 million) comprise the tax on non-deductible costs of the Sicafi (primarily the office tax in the Brussels-Capital Region) and the corporate income taxes payable by subsidiaries (mainly Pubstone SA) not covered by the Sicafi tax regime.
The net current result – Group share at 31.03.2011 comes to €28.1 million as against €20.7 million on 31.03.2010 (+35.9%). If the negative impact of IAS 39 is excluded, it comes to €29.2 million as against €26.5 million respectively (+10.0%). Per share it works out at €1.96 as against €1.90 on 31.03.2010 (+3.2%), the number of shares participating in the results having risen by 6.1% between those 2 dates.
1 The average interest rate is calculated by dividing, on an annual basis, the interest charges on the financial debt (€14.0 million) and the amortisation cost of hedging instruments (€1.2 million) by the average debt for the period (€1,525.7 million).
2 The heading "Reserve for the balance of changes in fair value of financial instruments" is shown in the balance sheet under the heading "Reserves".
The result on portfolio remains negative evolving from €-4.0 million at 31.03.2010 to €-3.8 million at 31.03.2011. The realised gain on disposals stands at €4.5 million, as against €0.5 million at 31.03.2010, and the negative change in fair value of the portfolio (unrealised loss) comes to €8.2 million, compared to €4.3 million at 31.03.2010. In Group share, this unrealised result stands at €-0.56 per share at 31.03.2011, compared to €-0.32 for the same period in 2010.
The net result – Group share at 31.03.2011 results in a gain of €24.3 million compared to €16.7 million one year earlier. Per share this amounts to €1.64, compared to €1.20.
| EMBARGO UNTIL 03.05.2011 – 8:00AM | |
|---|---|
B. Consolidated balance sheet (x €1,000)
| 31.03.2011 | 31.12.2010 | |
|---|---|---|
| Non-current assets | 3,303,998 | 3,304,794 |
| Goodwill | 164,012 | 164,012 |
| Intangible assets | 1,297 | 1,427 |
| Investment properties | 3,048,084 | 3,041,916 |
| Other tangible assets | 728 | 539 |
| Non-current financial assets | 31,412 | 38,522 |
| Finance lease receivables | 58,435 | 58,349 |
| Trade receivables and other non-current assets | 29 | 29 |
| Current assets | 73,660 | 77,112 |
| Assets held for sale | 170 | 170 |
| Current financial assets | 13,877 | 9,227 |
| Finance lease receivables | 2,780 | 2,780 |
| Trade receivables | 14,972 | 18,864 |
| Tax receivables and other current assets | 14,040 | 22,137 |
| Cash and cash equivalents | 1,970 | 3,265 |
| Deferred charges and accrued income | 25,851 | 20,669 |
| TOTAL ASSETS | 3,377,658 | 3,381,906 |
| Shareholders' equity | 1,525,508 | 1,466,878 |
| Shareholders' equity attributable to shareholders of parent company | 1,517,894 | 1,459,781 |
| Capital | 796,528 | 796,528 |
| Share premium account | 513,093 | 513,093 |
| Reserves | 183,966 | 66,364 |
| Net result of the financial year | 24,307 | 83,796 |
| Minority interests | 7,614 | 7,097 |
| Liabilities | 1,852,150 | 1,915,028 |
| Non-current liabilities | 1,352,229 | 1,448,760 |
| Provisions | 19,234 | 19,234 |
| Non-current financial debts | 1,164,092 | 1,226,815 |
| Other non-current financial liabilities | 36,017 | 69,693 |
| Deferred taxes | 132,886 | 133,018 |
| Current liabilities | 499,921 | 466,268 |
| Current financial debts | 343,456 | 313,730 |
| Other current financial liabilities | 50,451 | 62,780 |
| Trade debts and other current debts | 69,631 | 62,631 |
| Accrued charges and deferred income | 36,383 | 27,127 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 3,377,658 | 3,381,906 |
Comments on the consolidated balance sheet
The fair value of the property portfolio1 , recorded in the consolidated balance sheet, is obtained by deducting the transaction costs from the investment value. At 31.03.2011, the fair value stands at €3,048.1 million, as compared to €3,041.9 million at 31.12.2010.
The investment value of the property portfolio1 comes to €3,159.4 million at 31.03.2011 as compared to €3,153.2 million at 31.12.2010 (see also the table hereafter under "Property portfolio").
1 Including assets held for own use and the development projects.
4. Property portfolio
| GLOBAL PORTFOLIO OVERVIEW | ||
|---|---|---|
| Extract from the reports by the independent real estate experts Winssinger & Associates and | ||
| PricewaterhouseCoopers based on the investment value | ||
| (x €1,000,000) | 31.03.2011 | 31.12.2010 |
| Total estimated investment value of the portfolio | 3,159.39 | 3,153.17 |
| Projects and development sites | -71.19 | -43.72 |
| Total marketable properties | 3,088.19 | 3,109.45 |
| Contractual rents | 206.41 | 207.93 |
| Gross yield on marketable properties | 6.68% | 6.69% |
| Contractual rents and estimated rental value on unlet space at the | ||
| valuation date | 215.55 | 217.12 |
| Gross yield at 100% portfolio occupancy | 6.98% | 6.98% |
| Occupancy rate of marketable properties1 | 95.76% | 95.77% |
As at 31.03.2011, the caption Projects and development sites mainly includes projects or extensions in the nursing home segment, the most important being located in Beerse, Oud-Turnhout and Antwerp.
| Segment | Fair value | Property result | |||
|---|---|---|---|---|---|
| (in €1,000) | (in %) | Changes over the period2 |
after direct costs (in €1,000) |
(in %) | |
| Offices | 1,661,227 | 54.5% | -0.7% | 27,282 | 54.6% |
| Brussels Leopold/Louise districts |
424,215 | 13.9% | -1.2% | 7,599 | 15.2% |
| Brussels Centre/North | 242,802 | 8.0% | -0.3% | 4,107 | 8.2% |
| Brussels Decentralised | 631,024 | 20.7% | -0.7% | 9,486 | 19.0% |
| Brussels Periphery & Satellites |
143,305 | 4.7% | -4.2% | 2,501 | 5.0% |
| Antwerp | 108,096 | 3.5% | 0.0% | 1,579 | 3.2% |
| Other Regions | 111,785 | 3.7% | 2.9% | 2,013 | 4.0% |
| Nursing homes/clinics | 948,131 | 31.1% | 0.4% | 14,682 | 29.4% |
| Belgium | 590,031 | 19.4% | 0.4% | 8,511 | 17.0% |
| France | 358,100 | 11.7% | 0.4% | 6,171 | 12.4% |
| Pubstone | 395,272 | 13.0% | -0.1% | 7,141 | 14.3% |
| Belgium | 249,786 | 8.2% | 0.0% | 4,807 | 9.6% |
| Netherlands | 145,486 | 4.8% | -0.1% | 2,334 | 4.7% |
| Others | 43,454 | 1.4% | -0.2% | 852 | 1.7% |
| TOTAL PORTFOLIO | 3,048,084 | 100.0% | -0.3% | 49,960 | 100.0% |
1 Calculated on the basis of rental income.
2 With unchanged portfolio composition.
5. Important events and transactions after 31.03.2011
A. Placement of convertible bonds
On 28.04.2011 Cofinimmo successfully closed the placement of convertible bonds for a total amount of €173.3 million. They are due 28.04.2016 and are convertible into ordinary shares of the company. The bonds were issued and are redeemable at maturity at 100% of the nominal value, which was set at €116.60 per bond. The coupon is fixed at 3.125%, payable annually in arrear.
The convertible bonds entitle their holders to receive Cofinimmo ordinary shares at an initial ratio of one share per bond. The conversion price equals the nominal value of €116.60 which was also the subscription price. It was set at a premium of 15% to the reference share price1 .
The bonds were initially offered and provisionally allotted (subject to clawback) only to institutional investors following an accelerated book-building, and then to existing retail and institutional shareholders via a three-day priority subscription period. The latter exercised their clawback right up to 1.45%.
This operation allows the company to diversify its financing sources.
The issue conditions figure in the prospectus published on 18.04.2011 which is available on the website of the company (www.cofinimmo.com).
B. Optional dividend
The Board of Directors has decided to offer this year to the ordinary and the preference shareholders the choice between receiving the dividend for the year 2010 in new ordinary shares or in cash, or to opt for a combination of these 2 payment modalities. The terms of this offer will be published today after stock market.
1 The reference share price, which was €101.39, represents the volume-weighted average price of the company's ordinary shares on Euronext Brussels from launch of the offer to pricing.
For more information: Ellen Grauls Ingrid Schabon Tel.: +32 2 373 94 21 Tel.: +32 2 777 08 77
Investor Relations Manager Corporate Communications Manager [email protected] [email protected]
About Cofinimmo
Cofinimmo is the foremost listed Belgian real estate company specialising in rental property. The company owns a property portfolio worth over €3 billion, representing a total area of 1,700,000m². Its main investment segments are office property and care homes. Cofinimmo is an independent company, which manages its properties in-house. It is listed on Euronext Brussels (BEL20) and benefits from the Belgian fiscal Sicafi regime and the French SIIC regime. At 31.03.2011, its total market capitalisation stands at €1.5 billion.
www.cofinimmo.com
Appendix: Global result – Form Royal Decree of 07.12.2010 (x €1,000)
| 31.03.2011 | 31.03.2010 | |
|---|---|---|
| A. NET RESULT | ||
| Rental income | 46,269 | 49,856 |
| Writeback of lease payments sold and discounted | 5,234 | 4,335 |
| Rental-related expenses | -1 | -212 |
| Net rental income | 51,502 | 53,979 |
| Recovery of property charges | 121 | 7 |
| Recovery income of charges and taxes normally payable by the tenant on let properties |
12,417 | 8,137 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease |
-305 | -281 |
| Charges and taxes normally payable by the tenant on let properties | -11,734 | -8,157 |
| Property result | 52,001 | 53,685 |
| Technical costs | -693 | -1,393 |
| Commercial costs | -202 | -472 |
| Taxes and charges on unlet properties | -1,146 | -1,005 |
| Property management costs | 49,960 | 50,815 |
| Property charges | -5,740 | -4,013 |
| Property operating result | 46,261 | 46,802 |
| Corporate management costs | -1,876 | -1,781 |
| Operating result before result on portfolio | 44,385 | 45,021 |
| Gains or losses on disposals of investment properties | 4,500 | 517 |
| Changes in fair value of investment properties | -8,193 | -4,296 |
| Other portfolio result | -36 | -86 |
| Operating result | 40,655 | 41,155 |
| Financial income | 1,259 | 1,344 |
| Net interest charges | -14,038 | -14,680 |
| Other financial charges | -99 | -3,355 |
| Changes in fair value of financial assets and liabilities | -1,049 | -5,834 |
| Financial result | -13,298 | -22,525 |
| Pre-tax result | 26,727 | 18,630 |
| Corporate tax | -1,783 | -1,669 |
| Exit tax | -92 | -99 |
| Taxes | -1,875 | -1,768 |
| Net result | 24,852 | 16,862 |
| Minority interests | -545 | -119 |
| Net result – Group share | 24,307 | 16,743 |
| Net current result – Group share | 28,137 | 20,707 |
| Result on portfolio – Group share | -3,830 | -3,964 |
| B. OTHER ELEMENTS OF THE GLOBAL RESULT | ||
|---|---|---|
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-87 | -132 |
| Change in the effective part of the fair value of authorised cash flow hedging instruments |
33,413 | -26,362 |
| Other elements of the global result | 33,326 | -26,494 |
| Minority interests | -1 | 0 |
| Other elements of the global result – Group share | 33,325 | -26,494 |
| C. GLOBAL RESULT | 58,178 | -9,632 |
| Minority interests | -546 | -119 |
| Global result – Group share | 57,632 | 9,751 |