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Cofinimmo — Interim / Quarterly Report 2013
Jul 31, 2013
3933_ir_2013-07-31_28584347-4bb7-4cb1-814e-6b28b253cd38.pdf
Interim / Quarterly Report
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REGULATED INFORMATION
Brussels, embargo until 31.07.2013, 5:40 PM CET
HALF-YEARLY FINANCIAL REPORT 2013
Net current result per share – Group share (excluding IAS 39 impact) of €3.35 at 30.06.2013
- Compared to a net current result per share Group share (excluding IAS 39 impact and based on a pro rata distribution of the Belfius compensation over the financial year 2012) of €3.78 at 30.06.2012
- In line with the forecast of a net current result per share Group share (excluding IAS39 impact) of €6.74 for the financial year 20131
- Confirmation of the dividend guidance for the financial year 2013, payable in June 2014 (gross dividend of €6.00 per ordinary share and €6.37 per preference share)
On a like-for-like basis, 1.93% increase in gross rental revenues compared to 31.12.2012
- Positive effect of lease indexation (2.41%) and new rentals (2.13%) offset by departures (-1.91%) and renegotiations (-0.70%)
On a like-for-like basis, 0.35% decrease in the portfolio's fair value compared to 31.12.2012
- Decrease in value of four important office buildings requiring major renovation works in the five coming years
Second investment in the healthcare real estate segment in the Netherlands
- Acquisition of an office building to be reconverted into a clinic for an amount of €3.1 million2
Active management of redevelopment projects
- Transfer of the marketing risk related to the apartments of the Livingstone I building to the general contractor Cordeel – 40% of the apartments sold
- Obtaining of permits and start of reconversion works of the Woluwe 34 office building into residential units – 74% of the apartments reserved
Reinforcement of equity for a gross total amount of €136.5 million
- By the disposal of treasury shares for a gross total amount of €92.6 million
- By the reinvestment of 52.7% of the 2012 dividends in new shares for a total amount of €43.9 million
Continued policy of diversification of financing sources
- By the signing of five new credit lines for a total amount of €270.0 million3
- By the placement of convertible bonds for a total amount of €190.8 million
- Average debt maturity increased to 4.2 years
- Refinancing in place of debt maturities until June 20154
1 See also our press release dated 02.05.2013, available on our website.
2 This acquisition took place after 30.06.2013.
3 Three out of these five credit lines have been signed after 30.06.2013.
4 Assuming a constant gearing.
Contents
| 1. Interim Management Report | p. 3 |
|---|---|
| 1.1. Summary of the activities | p. 3 |
| 1.2. Consolidated key figures | p. 4 |
| 1.3. Evolution of the portfolio | p. 6 |
| 1.4. Commercial results | p. 9 |
| 1.5. Real estate assets | p. 11 |
| 1.6. Investment program 2013-2015 | p. 13 |
| 1.7. Sustainable development and management policy | p. 16 |
| 1.8. Management of financial resources | p. 17 |
| 1.9. Information on shares and bonds | p. 22 |
| 1.10. Events after 30.06.2013 | p. 26 |
| 1.11. Risk management | p. 27 |
| 1.10. Corporate Governance | p. 30 |
| 2. Summary of the Financial Statements | p. 30 |
| 2.1. Global result – Form Royal Decree of 07.12.2010 | p. 31 |
| 2.2. Consolidated income statement – Analytical form | p. 33 |
| 2.3. Consolidated balance sheet | p. 35 |
| 2.4. Calculation of debt ratio | p. 36 |
| 2.5. Statement of cash flows | p. 37 |
| 2.6. Consolidated statement of changes in shareholders' equity | p. 38 |
| 2.7. Notes on the consolidated accounts | p. 43 |
| 3. Statement of Conformity | p. 59 |
| 4. Appendices | p. 61 |
| 4.1. Real estate expert's report | p. 62 |
| 4.2. Statutory auditor's report | p. 67 |
1. Interim Management Report
1.1. Summary of the activities
The net current result – Group share (excluding IAS 39 impact) stands at €58.9 million at 30.06.2013, compared to €65.0 million at 30.06.2012, i.e. a decrease of 9.4%. This is mainly due to the payment by Belfius Bank, during the first quarter of 2012, of a non recurrent indemnity for the early termination of its lease contract on the Livingstone I and II buildings. This indemnity amounted to €11.2 million.
The result on the portfolio – Group share moves from €4.9 million at 30.06.2012 to €-12.7 million at 30.06.2013. The change in the fair value of investment properties is negative on 30.06.2013, as a result of the depreciation of four important office buildings requiring major renovation works in the five coming years.
In total, the net result – Group share stands at €36.5 million at 30.06.2013, versus €69.6 million at 30.06.2012. Per share, this result is €2.08 at 30.06.2013, compared to €4.43 at 30.06.2012. In addition to the elements presented above, the depreciation of the net result per share results from the increase of the number of shares entitled to share in the result of the period between 30.06.2012 and 30.06.2013: it moved from 15,704,052 to 17,593,217 between these two dates.
In July 2013, Cofinimmo acquired for an amount of €3.1 million a second asset in the Netherlands in the healthcare real estate segment. It consists of a former office building to be reconverted into a clinic for eyes and skin care by the end of the year. The building is rented to the Dutch group Bergman Clinics for an initial duration of 15 years.
The operational teams have worked actively on the Group's important redevelopment projects. Hence, the reconversion works of the Livingstone I and Woluwe 34 office buildings into residential units have started. At the publication date of this Half-Yearly Financial Report, respectively 40% and 74% of the apartments under construction are reserved. Moreover, Axa Belgium having announced its decision to vacate its headquarters situated Boulevard du Souverain 23-25 in 1170 Brussels in 2017, Cofinimmo has already started to study the repositioning of this 11 ha site.
On the financing side, in addition to the reinvestment of 52.7% of the 2012 dividends in new shares for an amount of €43.9 million, the company sold treasury shares for a gross total amount of €92.6 million. Furthermore, Cofinimmo continued its policy of raising funds through diversified sources by signing five new credit lines for a total amount of €270.0 million and by issuing convertible bonds for a total amount of €190.8 million. At 30.06.2013, the consolidated debt ratio of the Group stands at 49.18%.
1.2. Consolidated key figures
a. Global Information
| (X €1,000,000) | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Portfolio of investment properties (in fair value) | 3,329.4 | 3,308.6 |
| (x €1000) | 30.06.2013 | 30.06.2012 |
| Property result | 108,746 | 114,692 |
| Operating result before result on portfolio | 93,025 | 97,271 |
| Financial result | -41,120 | -28,466 |
| Net current result (Group share) | 49,233 | 64,705 |
| Result on portfolio (Group share) | -12,706 | 4,855 |
| Net result (Group share) | 36,528 | 69,559 |
| 30.06.2013 | 31.12.2012 | |
| Operating costs/average value of the portfolio under management1 | 0.82% | 0.87% |
| Operating margin | 85.54% | 84.92% |
| Weighted residual lease term2 (in years) |
11.7 | 11.7 |
| Occupancy rate3 | 95.60% | 95.71% |
| Gross rental yield at 100% occupancy | 7.07% | 7.01% |
| Net rental yield at 100% occupancy | 6.64% | 6.55% |
| Average interest rate on borrowings4 | 3.97%5 | 4.11%6 |
| Debt ratio7 | 49.18% | 49.90% |
| Loan-to-value ratio8 | 50.63% | 51.21% |
b. Figures per share9 (in €)
| Results | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Net current result – Group share – excluding IAS 39 impact | 3.35 | 4.14 |
| IAS 39 impact | -0.55 | -0.02 |
| Net current result – Group share | 2.80 | 4.12 |
| Realised result on portfolio | 0.02 | 0.01 |
| Unrealised result on portfolio10 | -0.74 | 0.30 |
| Net result – Group share | 2.08 | 4.43 |
4 Including bank margins.
1 Average value of the portfolio plus the value of sold receivables relating to buildings whose maintenance costs payable by the owner are still met by the Group through total cover insurance premiums.
2 Up until the date of the tenant's first break option.
3 Calculated according to actual rents and the estimated rental value for unoccupied buildings. The occupancy rate for offices only stands at 91.34% while that of the Brussels office market is 88.88% (source: DTZ Research).
5 This figure takes into account the new credit lines signed in July 2013.
6 Until end 2012, the calculation of the average interest rate on borrowings included the depreciation costs of hedging instruments pertaining to the period. As a result of the restructuration of the hedging scheme this half-year, the method used for the calculation of the average interest rate on borrowings has been reviewed and no longer includes these costs. If this calculation method had been applied at 31.12.2012, the average interest rate on borrowings would have been 3.77% instead of 4.11%.
7 Legal ratio calculated in accordance with the legislation regarding Sicafis/Bevaks as financial and other debts divided by total assets.
8 Ratio calculated as net financial debt divided by total of the portfolio's fair value and finance lease receivables.
9 Ordinary and preference shares.
10 This consists mainly of the variation in the fair value of investment properties.
Information per share1 based on the Belfius termination indemnity split on a prorata temporis basis over the financial year 2012 (in €)
| Results | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Net current result – Group share – excluding IAS 39 impact | 3.35 | 3.78 |
| IAS 39 impact | -0.55 | -0.02 |
| Net current result – Group share | 2.80 | 3.76 |
| Realised result on portfolio | 0.02 | 0.01 |
| Unrealised result on portfolio2 | -0.74 | 0.30 |
| Net result – Group share | 2.08 | 4.07 |
| Net Asset Value per share | 30.06.2013 | 31.12.20123 |
|---|---|---|
| Revalued net asset value in fair value4 after distribution of the dividend for the |
89.63 | 85.66 |
| year 2012 | ||
| Revalued net asset value in investment value5 after distribution of the |
93.97 | 90.31 |
| dividend for the year 2012 |
| Diluted Net Asset Value per share6 | 30.06.2013 | 31.12.20123 |
|---|---|---|
| Diluted revalued net asset value in fair value4 after distribution of dividend for |
93.25 | 88.23 |
| the year 2012 | ||
| Diluted revalued net asset value in investment value5 after distribution of |
96.81 | 92.35 |
| dividend for the year 2012 |
c. EPRA performance indicators7 (in € per share)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| EPRA Earnings | 3.35 | 4.14 |
| 30.06.2013 | 31.12.2012 | |
| EPRA Net Asset Value (NAV) | 96.77 | 102.043 |
| EPRA Adjusted Net Asset Value (NNNAV) | 93.25 | 94.383 |
| EPRA Net Initial Yield (NIY) | 6.29% | 6.19% |
| EPRA "Topped-up" NIY | 6.21% | 6.10% |
| EPRA Vacancy Rate | 4.84% | 4.70% |
1 Ordinary and preference shares.
2 This consists mainly of the variation in the fair value of investment properties.
3 Takes into account the disposal, in January 2013, of 8,000 treasury shares.
4 Fair value: after deduction of transactions costs (mainly transfer taxes) from the value of investment properties.
5 Investment value: before deduction of transactions costs.
6 By assuming the theoretical conversion of the convertible bonds issued by Cofinimmo, the mandatory convertible bonds issued by Cofinimur I and the stock options.
7 These data are not compulsory according to the Sicafi/Bevak regulation and are not subject to verification by public authorities. The auditor verified whether the "EPRA Earnings", "EPRA NAV" and "EPRA NNNAV" ratios are calculated according to the definitions included in the "2012 EPRA Best Practices Recommendations" and if the financial data used in the calculation of these ratios comply with the accounting data included in the audited consolidated financial statements.
1.3. Evolution of the portfolio
a. Departure of Axa Belgium from the building Souverain 23-25 in 2017
On 19.06.2013, Axa Belgium announced its decision to vacate its headquarters at Boulevard du Souverain 23-25 in 1170 Watermael-Boitsfort (Brussels) at the end of the current lease, i.e. on 02.08.2017. The site, which covers 11 ha, is comprised of two buildings with a total above-ground surface close to 57.000m². The passing rent of the existing lease represents 5.1% of Cofinimmo's total gross rental revenues.
Cofinimmo will take advantage of Axa's early decision to reposition the site optimally taking into account its intrinsic qualities. The Group is notably considering to apply for an authorisation to reconvert part of the surfaces into residential real estate after 2017.
b. Disposal of a semi-industrial building for a gross amount of €3.8 million
On 27.03.2013, Cofinimmo sold the semi-industriel building located at Diegem - Woluwelaan 145 for a gross amount of €3.8 million. This amount is above the investment value as determined by the independent real estate expert as at 31.12.2012.
c. Disposal of two agencies of the Cofinimur I distribution network for a gross total amount of €0.3 million
During the first semester of 2013, Cofinimmo, via its subsidiary Cofinimur I, sold two insurance services agencies, located in Avignon and Riom respectively, for a gross total amount of €0.3 million. This sale price is above the investment value of the two assets as determined by the independent real estate expert as at 31.12.2012.
d. Disposal of two pubs of the Pubstone distribution network for a gross total amount of €1.3 million
During the first six months of 2013, Cofinimmo, via its subsidiary Pubstone, also sold two pubs, located in Namur and Brussels respectively, for a gross total amount of €1.3 million. This amount is above the investment value of the two assets as determined by the independent real estate expert as at 31.12.2012.
e. Acquisitions, constructions and renovations
In the first half of 2013, the company carried out constructions and renovations totalling €35.7 million, of which:
- €6.2 million in the office sector,
- €29.1 million in the healthcare real estate sector,
- €0.4 million in the property of distribution networks sector.
The main projects managed by Cofinimmo's Project Management department are:
Healthcare real estate
| Property | Operator | Type of | Number of (additional) |
(Additional) surface |
(Scheduled) end of |
|---|---|---|---|---|---|
| works | beds | area | works | ||
| Works started in 2012 | |||||
| Belgium | |||||
| Dageraad – Antwerp | Armonea | New construction |
95 beds | 5,090m² | Q2 2013 |
| Damiaan – Tremelo | Senior Living Group |
Renovation and extension |
+ 42 beds | + 5,918m² | Q4 2013 |
| Parkside – Brussels | Le Noble Age | Renovation and extension |
+ 15 beds | + 1,990m² | Q1 2013 |
| Prinsenpark - Genk | Senior Living Group |
Extension | + 34 beds and 40 service flats |
+ 4,213m² | Q2 2013 |
| Works started in 2013 | |||||
| Belgium | |||||
| Brise d'Automne & Chêne – Ransart |
Senior Assist | Renovation and extension |
+ 25 beds | + 3,074m² | Q4 2015 |
| De Mouterij – Aalst | Senior Assist | New construction |
106 beds and 16 service flats |
7,894m² | Q3 2014 |
| Den Brem - Rijkevorsel | Armonea | Extension | + 36 beds | + 1,325m² | Q4 2014 |
| Les Jours Heureux – Lodelinsart |
Senior Assist | New construction |
20 beds | 1,350m² | Q2 2014 |
| Lucie Lambert – Halle | Orpea | Extension | + 55 beds | + 1,767m² | Q3 2013 |
| Noordduin – Koksijde | Armonea | New construction |
87 beds | 6,440m² | Q1 2015 |
| Solva – Aalst | Senior Assist | New construction |
80 beds and 29 service flats |
7,503m² | Q4 2013 |
| Susanna Wesley – Brussels | Armonea | New construction |
84 beds | 4,900m² | Q1 2015 |
| Vishay – Evere | Armonea | New construction |
165 beds | 8,565m² | Q4 2014 |
| Zonnetij – Aartselaar | Senior Living Group |
Extension | + 26 beds | + 1,216m² | Q1 2013 |
| Zonnewende – Aartselaar | Senior Living Group |
Extension | + 12 beds | + 600m² | Q3 2013 |
| France | |||||
| Debussy – Carnoux en Provence |
Medica | Extension | + 20 beds | + 1,370m² | Q1 2015 |
| Frontenac – Bram | Korian | Renovation and extension |
+ 8 beds | + 700m² | Q2 2014 |
| Gléteins – Jassans-Riottier | Korian | Renovation and extension |
+ 30 beds | + 2,567m² | Q3 2014 |
| Les Lubérons – Le Puy Sainte Réparade |
Korian | Renovation and extension |
+ 25 beds | + 1,400m² | Q3 2015 |
| William Harvey – Saint Martin d'Aubigny |
Korian | Renovation and extension |
+ 10 beds | + 670m² | Q4 2014 |
Offices
| Property | Type of works | Surface area |
(Scheduled) end of works |
|---|---|---|---|
| Livingstone II | Renovation of offices | 17,000m² | Q2 2014 |
| Science 15-17 | Renovation of offices and addition of apartments | 20,000m² | Q4 2015 |
| Tervuren 270-272 | Middle-scale renovation (stages II, III, IV et V) | 4,060m² | Q2 2013 |
| Woluwe 34 | Reconversion of office building into apartments | 6,680m² | Q1 2015 |
Public-Private Partnerships (PPP)
| Property | Type of works |
Surface area | (Scheduled) end of works |
|---|---|---|---|
| Student residence Courses - Brussels | Renovation | 8,100m² (243 rooms, 8 studios et 1 caretaker apartment) |
Q3 2013 |
| Prison – Leuze-en-Hainaut | Construction | 28,300m² | Q2 2014 |
1.4. Commercial results
a. Rental situation of the portfolio
As of 30.06.2013, the occupancy rate stands at 95.60% 1 for the total portfolio and at 91.34% for the office segment alone, the latter outperforming by 2.46% the Brussels office market occupancy rate (88,88%) (source: DTZ Research). The properties other than office buildings are 100% rented2 . Overall, during the first half of 2013, Cofinimmo signed leases for over 23,000m² of office space.
| Offices – Occupancy rate | Cofinimmo | Market |
|---|---|---|
| Antwerp | 86.76% | 90.60% |
| Brussels | 90.96% | 88.88% |
| Central Business District (CBD) | 97.11% | 92.08% |
| Decentralised | 86.48% | 82.80% |
| Periphery | 87.89% | 83.41% |
| Tenants Global portfolio |
Contractual rents | Average residual lease term (in years) |
|---|---|---|
| AB Inbev | 13.2% | 17.3 |
| Belgian Public Sector | 12.4% | 16.3 |
| Korian | 8.9% | 7.2 |
| Armonea | 7.8% | 21.0 |
| Senior Living Group | 7.5% | 21.9 |
| Top 5 tenants | 49.8% | 16.5 |
| International Public Sector | 6.0% | 3.9 |
| Axa Belgium | 5.0% | 4.1 |
| MAAF | 3.4% | 8.3 |
| Senior Assist | 3.1% | 24.2 |
| ORPEA France | 2.5% | 6.2 |
| Top 10 tenants | 69.8% | 14.1 |
| Top 20 tenants | 80.7% | 13.4 |
| Other tenants | 19.3% | 4.5 |
| TOTAL | 100.0% | 11.7 |
In the office sector, public tenants represent 37.7% of the portfolio, making rental incomes very stable.
b. Average residual lease term (in contractual rents)
The average remaining term of all leases in effect on 30.06.2013 is 11.7 years, if every tenant were to exercise their first termination option ("break option"). This period increases to 12.7 years if the break option is not exercised.
1 The occupancy rate applies only to buildings in a state suitable for occupancy on the date of calculation (buildings in operation).
2 Except for the Cofinimur I portfolio, which is 97.34% rented.
Maturity of leases by segment (number of years until first "break" option)
Maturity of the portfolio
| Leases >9 years | 52.5% |
|---|---|
| Offices (public sector) | 11.9% |
| Healthcare real estate | 23.6% |
| Property of distribution networks – Cofinimur I | 1.9% |
| Property of distribution networks – Pubstone | 13.2% |
| Offices (private sector) | 0.3% |
| Others | 1.6% |
| Leases 6-9 years | 15.9% |
| Offices | 5.5% |
| Healthcare real estate | 9.4% |
| Property of distribution networks – Cofinimur I | 1.0% |
| Leases <6 years | 31.6% |
| Offices | 29.7% |
| Healthcare real estate | 1.0% |
| Property of distribution networks – Cofinimur I | 0.6% |
| Others | 0.3% |
1.5. Real estate assets
| GLOBAL PORTFOLIO OVERVIEW | ||||
|---|---|---|---|---|
| Extract from the report prepared by the independent real estate experts Winssinger & Associates and | ||||
| PricewaterhouseCoopers based on the investment value | ||||
| (X €1,000,000) | 30.06.2013 | 31.12.2012 | ||
| Total investment value of the portfolio | 3,459.0 | 3,436.1 | ||
| Projects and development sites | -106.0 | -135.2 | ||
| Total properties under management 3,352.9 3,300.9 |
||||
| Contractual rents | 226.7 | 221.6 | ||
| Gross yield on properties under management | 6.76% | 6.71% | ||
| Contractual rents and estimated rental value on unlet space | 237.1 | 231.6 | ||
| 7.07% Gross yield at 100% portfolio occupancy 7.01% |
||||
| Occupancy rate of properties under management1 | 95.60% | 95.71% |
At 30.06.2013, the "Projects and development sites" item mainly includes the buildings Livingstone I and II and Woluwe 34. It also includes projects or extensions in the healthcare real estate segment, the most important being located in Aalst, Evere and Uccle .
| Properties | Surface area of superstructure (in m²) |
Contractual rents (x €1,000) |
Occupancy rate |
Rent + ERV on unlet premises (x €1000) |
Estimated Rental Value (ERV) (x €1000) |
|---|---|---|---|---|---|
| Offices | 528,229 | 80,381 | 89.46% | 89,847 | 82,065 |
| Offices of which receivables have been sold |
216,952 | 27,487 | 97.30% | 28,250 | 28,250 |
| Sub-total offices | 745,181 | 107,868 | 91.34% | 118,097 | 110,315 |
| Healthcare real estate | 641,659 | 77,139 | 100% | 77,139 | 73,152 |
| Pubstone | 364,106 | 29,922 | 100% | 29,922 | 27,281 |
| Cofinimur I | 60,405 | 7,822 | 97.34% | 8,036 | 8,252 |
| Others | 22,004 | 3,922 | 100% | 3,921 | 3,170 |
| Total investment properties & properties of which receivables have been sold |
1,833,355 | 226,673 | 95.60% | 237,115 | 222,170 |
| Projects & renovations | 18,392 | 376 | 730 | 741 | |
| Development sites | 37 | 37 | 37 | ||
| GENERAL TOTAL PORTFOLIO |
1,851,747 | 227,086 | 237,882 | 222,948 |
1 Calculated based on rental income.
| Fair value | Property result after direct costs |
|||||
|---|---|---|---|---|---|---|
| Segment | (in €1,000) | (in %) | Changes over the period1 |
(in €1,000) | (in %) | |
| Offices | 1,531,193 | 45.99 | -1.32% | 46,000 | 44.11 | |
| Brussels Leopold/Louise districts | 310,736 | 9.33 | -3.25% | 9,065 | 8.69 | |
| Brussels Centre/North | 306,503 | 9.21 | -0.20% | 8,611 | 8.26 | |
| Brussels Decentralised | 597,601 | 17.95 | -1.37% | 17,760 | 17.03 | |
| Brussels Periphery & Satellites | 145,240 | 4.36 | -0.52% | 4,885 | 4.68 | |
| Antwerp | 62,320 | 1.87 | -0.83% | 2,106 | 2.02 | |
| Other Regions | 108,793 | 3.27 | 0.10% | 3,573 | 3.43 | |
| Healthcare real estate | 1,208,660 | 36.30 | 0.67% | 37,694 | 36.14 | |
| Belgium | 777,069 | 23.34 | 0.43% | 22,816 | 21.88 | |
| France | 420,391 | 12.63 | 1.14% | 14,466 | 13.87 | |
| Netherlands | 11,200 | 0.33 | -0.24% | 412 | 0.39 | |
| Property of distribution networks | 529,030 | 15.89 | 0.08% | 18,421 | 17.66 | |
| Pubstone - Belgium | 269,565 | 8.10 | -0.06% | 9,845 | 9.44 | |
| Pubstone - Netherlands | 149,245 | 4.48 | -0.34% | 4,847 | 4.65 | |
| Cofinimur I - France | 110,220 | 3.31 | 0.98% | 3,729 | 3.57 | |
| Others | 60,530 | 1.82 | 0.67% | 2,178 | 2.09 | |
| TOTAL PORTFOLIO | 3,329,413 | 100.00 | -0.35% | 104,293 | 100.00 |
The valuation of the portfolio by the independent real estate experts resulted in a negative change in fair value for the first half of 2013 of €-11.7 million, compared to a positive variation of €+8.1 million for the first half of 2012. While the office portfolio shows a depreciation, due mainly to the decrease of the value of buildings in need of renovation, the segments "Healthcare real estate", "Property of distribution networks" and "Others" confirm their resilience.
| Yield per segment |
Offices | Healthcare real estate Belgium |
Healthcare real estate France |
Healthcare real estate Netherlands |
Property of distribution networks |
Others | Total |
|---|---|---|---|---|---|---|---|
| Gross rental yield at 100% occupancy |
7.86% | 6.20% | 6.53% | 6.97% | 6.61% | 7.03% | 7.07% |
| Net rental yield at 100% occupancy |
6.98% | 6.17% | 6.54% | 6.93% | 6.45% | 6.72% | 6.64% |
1 On a like-for-like basis.
1.6. Investment program 2013-2015
Cofinimmo's 2013-2015 investment programme totals €192.5 million, of which:
- €43.2 million relates to the second half of 2013,
- €80.4 million to 2014,
- €68.9 million to 2015.
In € million:
The Public-private Partnerships refurbishment/construction budget relates to the student residence "Courses", located in Brussels, and to the new prison in Leuze-en-Hainaut. The offices refurbishment/reconversion budget, on the other hand, relates mainly to the renovation of the Guimard 10-12, Livingstone II, Science 15-17, Tervuren 270-272 and Woluwe 34 buildings.
Main office renovation projects1
Livingstone I
The former office building Livingstone I (16,000m²) is being reconverted into a residential building. It will be developed into four separate apartment units, providing a total of around 125 apartments to be sold. The project won the "residential conversion of unused office buildings" prize awarded by the Brussels-Capital Region.
From an energy perspective, Cofinimmo is aiming for a K level of thermal insulation of 30 and an E level of energy consumption of 60 for the building.
At the beginning of the year, Cofinimmo transferred the marketing risk related to the apartments of the Livingtsone I building to the general contractor Cordeel. The various permits required for the renovation works were granted and the works started in February 2013. Their delivery is expected to take place at
1 See also our 2012 Annual Financial Report, available on our website.
the beginning of 2015. They are entirely financed by Cordeel. At the publication date of this Half-Yearly Financial Report, 40% of the apartments are sold.
Livingstone II
The Livingstone II building, constructed in 1996, boasts ± 17,000m² of office space over seven levels. It will benefit from a complete restructuration and renovation. Its allocation as office building will be maintained.
The permits for the works on the Livingstone II building were issued last year. The works will start as soon as a tenant has committed to occupy the building. They are expected to last 10 months. The budget of the project is estimated at €13 million, including VAT.
Science 15-17
This building has a superstructure of ±20,000m², divided between eight floors and two underground parking levels. It will be entirely redeveloped. Cofinimmo has opted for a mixed project: the lower floors will be dedicated to commercial or cultural activities while the upper floors will predominantly retain their identity as office spaces. 17 residential units have also been foreseen.
Cofinimmo is aiming for a maximum E level of energy consumption of 60 and a "very good" BREEAM certification. The project's concept and sustainability attributes, its energy performance ambition and environmental quality led the Brussels-Capital Region to name the project as winner of the "2011 Exemplary Building" competition.
Applications have been submitted for the various permits required for this redevelopment. Works will begin after the existing tenant (European Commission) departs and the permits have been obtained. The works are then due to last two years. The budget of the redevelopment is estimated at €41.9 million, including VAT.
Woluwe 34
The Woluwe 34 office building (+/- 7,500m²) is being reconverted into apartments, leaving the option of creating retail outlets and limited office space on the ground floor. The project won the "residential conversion of unused office buildings" prize awarded by the Brussels-Capital Region.
In terms of energy and sustainability, the target is an overall K value of thermal insulation of 40 and an E value of energy consumption of 70 for each apartment.
The urban planning and environment permits were granted in June 2013. Works started in July 2013 and should end by the beginning of 2015. The total budget for the works is estimated at €13 million, excluding VAT. At the publication date of this Half-Yearly Financial Report, 74% of the apartments are reserved.
1.7. Sustainable development and management policy
a. Green Charter
As a reminder, since 01.01.2012, Cofinimmo offers its office tenants a Green Charter. This is a collaboration agreement signed by Cofinimmo, Cofinimmo Services and the tenant, whose purpose is to actively promote sustainable development and encourage all parties to reduce the environmental impact of the rented property.
Since its launch, 17 tenants have signed the charter. Together, they represent ±11.7% of all the tenants of Cofinimmo's office portfolio (91,937m²).
b. ISO 14001:2004 certification
The Veritas bureau renewed the certification of the Environmental Management System of Cofinimmo's assets according to the ISO 14001:2004 standard. This certification applies to the management of the headquarters, the property management of the office portfolio, as well as the project management of the total portfolio.
1.8. Management of financial resources
a. Financing
Equity
Sale of treasury shares for a gross global amount of €92.6 million
During the first half of 2013, Cofinimmo sold 1,056,283 own ordinary shares on the stock market for an average gross price of €87.69 per share (average net price of €86.78 per share), thereby strengthening its equity by €91.7 million. Of these 1,056,283 own ordinary shares, 989,413 were sold via an accelerated bookbuilding offering at a gross price of €87.50 per share1 .
Strengthening of shareholder equity for a total amount of €43.9 million through the distribution of dividends in shares
The shareholders' equity was increased by €43.9 million, further to a decision by the shareholders of Cofinimmo to reinvest 52.7% of their 2012 dividends in new ordinary shares. The subscription price of the new ordinary shares was €82.8752 .
As a reminder, at 30.06.2013, the Cofinimmo share price stood at €84.01 and its intrinsic value, in fair value, at €89.63
Debt
Placement of convertible bonds for a total amount of €190.8 million
On 20.06.2013, Cofinimmo successfully closed a placement of convertible bonds for a total amount of €190.8 million. The bonds will mature on 20.06.2018 and are convertible into ordinary shares of the company. They were issued and are repayable at maturity at 100% of the par value, set at € 108.17 per bond. Their coupon amounts to 2%, payable annually in arrears. The bonds are listed on the regulated market of the Luxembourg Stock Exchange.
The convertible bonds enable their holder to receive ordinary Cofinimmo shares at the initial rate of one share for one bond. The initial conversion price is equal to the par value of € 108.17, which was also the subscription price. This conversion price was set at a premium of 27.50% to the reference share price3 .
In accordance with the Royal Decree of 07.12.2010 relating to Sicafis/Bevaks, the bonds were offered initially and attributed on a provisional basis (subject to a clawback by the shareholders) to institutional investors following an accelerated bookbuilding procedure, then they were offered to the existing shareholders, both private and institutional, during a three-day priority subscription period. They exercised their right to clawback to the tune of 1.69% 4 .
1 See also our press releases dated 25.03.2013 and 26.03.2013, available on our website.
2 See also our press releases dated 08.05.2013 and 06.06.2013, available on our website.
3 The reference share price of €84.8364 represents the volume-weighted average price of the company's ordinary shares on Euronext Brussels from launch to pricing. For more details on the conversion price, see the prospectus for this operation, available on our website.
4 See also our press releases dated 11.06.2013 and 17.06.2013, as well as the prospectus for this operation, available on our website.
Renewal of two credit lines for a global amount of €100 million
At the start of February 2013, Cofinimmo signed two new credit lines to replace two existing maturing credit lines. The new lines, each for €50 million, have a maturity of three years and five years respectively. Three other new credit lines have been signed in July (see point 1.10.b.).
The net proceeds of these transactions will be used by Cofinimmo as part of a broader plan to fund capital expenditure, diversify its sources of funding by refinancing existing or maturing credit lines and for general corporate purposes.
b. Debt
Debt structure
At 30.06.2013, the Cofinimmo Group consolidated borrowings amounted to € 1,737.6 million, comprising of:
- €397.4 million in the form of four debenture loans (bond issues):
| Issuer | Par value (x1,000,000) |
Issue price |
Coupon | Issue date |
Maturity date |
|---|---|---|---|---|---|
| Cofinimmo Luxembourg SA | €100.0 | 101.434% | 5.25% | 15.07.2004 | 15.07.2014 |
| Cofinimmo SA | €100.0 | 102% | 5.00% | 25.11.2009 | 25.11.2014 |
| Cofinimmo SA | €50.0 | 100% | 2.936% | 07.09.2010 | 29.09.2013 |
| Cofinimmo SA | €140.0 | 100% | 3.55% | 26.07.2012 | 07.02.2020 |
- €368.9 million in the form of two bonds convertible into Cofinimmo shares:
| Issuer | Par value (x1,000,000) |
Issue price |
Coupon | Issue date |
Maturity date |
|---|---|---|---|---|---|
| Cofinimmo SA | €173.3 | 100% | 3.125% | 28.04.2011 | 28.04.2016 |
| Cofinimmo SA | €190.8 | 100% | 2.00% | 20.06.2013 | 20.06.2018 |
These bond issues are booked at market value on the balance sheet.
-
€145.1 million in commercial papers, including €130.1 million with a term of less than one year and €15.0 million with an initial term of more than three years;
-
€4.2 million in minimum coupons of the mandatory convertible bonds issued by Cofinimur I in December 2011;
-
€806.6 million in bilateral medium- and long-term loans from 10 banks, with an initial term of three to 10 years;
-
€15.4 million in other loans and advances (account debits).
At 30.06.2013, the Cofinimmo Group current consolidated borrowings amounted to €253.3 million, including:
-
€130.1 million in commercial papers with a term of less than one year;
-
€116.4 million in maturing debts, concerning a bond and bank loans for respectively €50.0 million and €66.4 million;
-
€6.8 million in other loans and advances (account debits).
The short-term borrowings (€253.3 million) are fully covered by the undrawn portions of long-term confirmed credit facilities totalling €562.1 million at 30.06.2013.
Repayment schedule of the long-term financial commitments1 of €2,259.0 million (in € million)
The long-term financial commitments, with a total outstanding amount of €2,259.0 million at 31.07.2013, mature in a staggered manner up to 2020. All loan instalments maturing in 2013 and 2014 and 33% of the instalments to be reimbursed in 2015 have now already been refinanced.
The average maturity of Cofinimmo's debt (excluding short-term commercial paper, which is fully covered by the undrawn portions of long-term credit facilities) comes from 3.8 years at 31.12.2012 to 4.2 years at 31.07.2013.
The average interest rate on Cofinimmo's debt, including bank margins, stands at 3.97%2 for the first six months of 2013.
1 This schedule takes into account the capital from financial commitments and excludes payment of interest (generally on a monthly or quarterly basis) as well as projected cash flows from derivatives.
2 Until end 2012, the calculation of the average interest rate on borrowings included the depreciation costs of hedging instruments pertaining to the period. As a result of the restructuration of the hedging scheme this half-year, the method used for the calculation of
Consolidated debt ratio
As at 30.06.2013, Cofinimmo is in compliance with the limits of the financial debt ratios. Cofinimmo's regulatory debt ratio1 is 49.18% (vs. 49.90% at 31.12.2012) and is coherent with the moderate risk profile of assets and cashflow and – in particular – with the long residual term of the leases agreed. It should be recalled that the statutory maximum debt ratio for Sicafis/Bevaks is 65%. The Loan-to-Value financial debt ratio2 stood at 50.63% as of 30.06.2013.
Cofinimmo's credit agreements, when they refer to a debt ceiling, mostly refer to the legal debt ratio, with a maximum of 60%. The credit agreements that still refer to the Loan-to-Value ratio are contractual for just 5% of the Group's long-term financial commitments.
Interest rate hedging
During the second quarter of 2013 Cofinimmo restructured its interest rate hedging scheme.
COLLARs, consisting of CAPs bought combined with FLOORs sold, were cancelled for the period 2013- 2015. The goal of this cancellation was twofold. Firstly, convertible bonds were issued for an amount of €190.8 million at a fixed coupon of 2%, thereby reducing the floating rate debt. Secondly, Cofinimmo saw the opportunity to reduce the expected charges of the sold FLOORs for 2014 and 2015, which will have a positive impact on the result of both fiscal years.
The following FLOORs and CAPs were cancelled:
- a FLOOR concerning 2013 for a notional amount of €250 million;
- a FLOOR concerning 2014 for a notional amount of €400 million;
- a FLOOR concerning 2015 for a notional amount of €400 million;
- a CAP concerning 2013 for a notional amount of €250 million;
- a CAP concerning 2014 for a notional amount of €200 million;
- a CAP concerning 2015 for a notional amount of €200 million.
The total cost of the restructuring stands at €25.5 million, of which €15.1 million have been recognized in the income statement at 30.06.20133 . The outstanding amount will be recognized in the income statements of 2014 and 2015, in accordance with the applying accounting principles.
Furthermore, two hedging instruments were set in place in the form of interest rate swaps for an amount of €200 million and €300 million for the period 2018-2022 and 2020-2022 respectively.
1 Legal ratio calculated in accordance with legislation regarding Sicafis/Bevaks as financial and other debts divided by total assets.
2 Ratio calculated as net financial debt divided by total of the portfolio's fair value and finance lease receivables.
3 Under the item "Changes in fair value of financial assets and liabilities" of the global result according to the Royal Decree of 07.12.2010 and under the item "Revaluation of derivative financial instruments (IAS 39)" of the income statement - analytical format.
Situation of interest rate hedging for future years (in € million)
CAP options bought
IRS1
| Interest Rate Swaps | 140M | 140M | 140M | 140M | 140M | 1.000M | 1.000M | 1.000M | 500M | 500M |
|---|---|---|---|---|---|---|---|---|---|---|
| 4.5% 4.0% 2.5% 2.0% |
4.10% 140M |
$140M$ : | 4.10% 4.10% 4.10% 140M |
140M | 4.10% 140M |
2.363% 2.327% 2.73% 2.73% 1.000M 1.000M |
500M . | 500M | 2.73% 500M |
|
| 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 |
FLOOR options sold
| FLOOR options sold 1.000M | 1.000M | 1.000M | 1.000M | 1.000M | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 4.0% | ||||||||||
| 3.5% | $3.00\%$ | $3.00\%$ $3.00\%$ | 3.00% | $3.00\%$ | ||||||
| 3.0% | 1.000M | 1.000M: 1.000M | 1.000M | 1.000M | ||||||
| 2.5% | ||||||||||
| 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 |
Bank margins should be added to the above rates.
Assuming constant gearing, more than 90% of the interest rate risk2 is covered until 2016. The sensitivity of Cofinimmo's result to interest rate fluctuations is explained in the section " Risk management".
Financial rating
In February 2013, the rating agency Standard & Poor's revised Cofinimmo's financial rating to BBB- for the long-term debt and A-3 for the short-term debt. The reasons for this are a higher debt ratio than the sector's average and the lack of transactions on the Brussels office market.
Since then, Cofinimmo's debt ratio has decreased thanks to the sale of treasury shares, while less than 50% of the 2012 dividend was paid in cash, the remaining (52.7%) being paid in the form of new ordinary shares.
1 Average of Interest Rate Swaps with various strikes and assuming that the IRS subject to early cancellation by the bank are active until their maturity date.
2 Calculated based on derivative "in-the-money" instruments: IRS and FLOORS sold.
1.9. Information on shares and bonds
a. Share performance
Ordinary share (COFB)
| 30.06.2013 | 31.12.2012 | 31.12.2011 | |
|---|---|---|---|
| Share price (over 6/12 months, in €) | |||
| Highest | 93.5 | 95.0 | 103.9 |
| Lowest | 82.2 | 83.4 | 82.3 |
| At close | 84.0 | 89.6 | 90.8 |
| Average | 89.5 | 88.4 | 94.8 |
| Dividend yield1 | 6.7% | 7.3% | 6.9% |
| Gross return2 (over 6/12 months) |
0.5% | 6.0% | 0.1% |
| Volume (over 6/12 months, in number of shares) on Euronext | |||
| Average daily volume | 46,803 | 33,584 | 34,683 |
| Total volume | 6,037,633 | 8,765,448 | 9,017,465 |
| Number of outstanding ordinary shares at end of period3 | 16,903,954 | 16,007,572 | 14,126,279 |
| Market capitalisation at end of period (x €1,000) | 1,420,101 | 1,470,688 | 1,365,960 |
| Free float zone4 | 100% | 90% | 90% |
Preference shares (COFP1 & COFP2)
| COFP1 | COFP1 | COFP2 | COFP2 | |
|---|---|---|---|---|
| 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | |
| Share price (over 6/12 months, in €) | ||||
| At close | 95.0 | 95.0 | 87.0 | 82.5 |
| Average | 95.0 | 98.6 | 90.3 | 82.3 |
| Dividend yield1 | 6.7% | 6.5% | 7.1% | 7.7% |
| Gross return2 (over 6/12 months) |
6.7% | 8.1% | 7.5% | 15.6% |
| Volume (over 6/12 months, in number of shares) | ||||
| Average daily volume5 | 0 | 28 | 6,550 | 91 |
| Total volume | 0 | 139 | 58,951 | 2,909 |
| Number of shares | 395,148 | 395,198 | 294,115 | 294,199 |
| Market capitalisation at end of period (x €1,000) | 37,539 | 37,544 | 25,588 | 24,274 |
1 Gross dividend on average share price.
2 Increase in share price + dividend yield.
3 Excluding treasury shares.
4 Using the Euronext method.
5 Average calculated based on number of stock exchange days on which a volume was recorded.
Bonds
| Cofinimmo Luxembourg SA €100 million – 2004-2014 ISIN XS0193197505 |
Cofinimmo SA €100 million – 2009-2014 ISIN BE0002171370 |
||||
|---|---|---|---|---|---|
| 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | ||
| Market price | |||||
| (over 6/12 months, as a % of nominal price) | |||||
| At close | 103.3% | 104.1% | 104.1% | 103.5% | |
| Average | 103.9% | 103.7% | 104.3% | 103.1% | |
| Yield to maturity (12-month average) | 3.5% | 3.3% | 2.8% | 3.4% | |
| Effective yield at issue | 5.1% | 5.1% | 4.5% | 4.5% | |
| Interest coupon | |||||
| Gross | 5.3% | 5.3% | 5.0% | 5.0% | |
| Net | 3.9% | 3.9% | 3.8% | 3.8% | |
| Number of securities1 | 1,000,000 | 1,000,000 | 100,000 | 100,000 |
| Cofinimmo SA €50 million – 2010-2013 ISIN BE6202995393 |
Cofinimmo SA €140 million – 2012-2020 ISIN BE6241505401 |
||||
|---|---|---|---|---|---|
| 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | ||
| Market price | |||||
| (over 6/12 months, as a % of nominal price) | |||||
| At close | 100.1% | 100.0% | 99.9% | 97.3% | |
| Average | 100.1% | 99.3% | 100.4% | 96.7% | |
| Yield to maturity (12-month average) | 2.9% | 3.6% | 3.6% | 4.0% | |
| Effective yield at issue | 2.9% | 2.9% | 3.6% | 3.6% | |
| Interest coupon | |||||
| Gross | 2.9% | 2.9% | 3.6% | 3.6% | |
| Net | 2.2% | 2.2% | 2.7% | 2.7% | |
| Number of securities1 | 1,000 | 1,000 | 1,400 | 1,400 |
1 Per band of €100 for the bond with ISIN code XS0193197505, €1,000 for the bond with ISIN code BE0002171370, €50,000 for the bond with ISIN code BE6202995393 and €100,000 for the bond with ISIN code BE6241505401.
Convertible bonds
| Cofinimmo SA Convertible bonds €173.3 million – 2011-2016 ISIN BE0002176429 |
Cofinimmo SA Convertible bonds €190.8 million – 2013-2018 ISIN BE6254178062 |
||||
|---|---|---|---|---|---|
| 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | ||
| Market price (over 6/12 months, as a % of nominal price) |
|||||
| At close | 102.4% | 102.3% | 108.5 | n/a | |
| Average | 103.0% | 98.5% | 108.4 | n/a | |
| Yield to maturity (12-month average) | 7.3% | 3.5% | 1.9% | n/a | |
| Effective yield at issue | 3.1% | 3.1% | 2.0% | n/a | |
| Interest coupon | |||||
| Gross | 3.1% | 3.1% | 2.0% | n/a | |
| Net | 2.3% | 2.3% | 1.5% | n/a | |
| Number of securities1 | 1,486,332 | 1,486,332 | 1,764,268 | n/a |
b. 2012 dividends
The Board of Directors gave the holders of both ordinary and preference shares the option of payment of the 2012 dividend in new ordinary shares or in cash or a combination of the two.
At the end of the offer period, a total of 52.7% of the dividend coupons had been re-contributed to the capital in return for new shares. This resulted in the issuance of 529,362 new ordinary shares, at a subscription price of €82.875, for a total amount of €43.9 million2 .
The new ordinary shares will be entitled to share in Cofinimmo's results as from 01.01.2013 (first dividend payable in June 2014).
c. 2013 dividends
Barring the occurrence of unforeseen events, the 2013 dividend forecast published in the 2012 Annual Financial Report is maintained and amounts to €6.00 gross (€4.50 net) per ordinary share and €6.37 gross (€4.7775 net) per preference share. Dividends are subject to a 25% withholding tax.
d. Conversion of preference shares
In accordance with Article 8.2. of the company's Articles of Association, two new windows to convert Cofinimmo preference shares into Cofinimmo ordinary shares were opened during the first six months of the year. During this period, applications to convert 134 preference shares were received3 . Accordingly, since the opening of the conversion procedure (01.05.2009), 810,503 preference
1 Per band of €116.60 for the bond with ISIN code BE0002176429 and €108.17 for the bond with ISIN code BE6254178062.
2 See also our press releases dated 08.05.2013 and 06.06.2013, available on our website.
3 See also our press releases dated 05.04.2013 and 08.07.2013, available on our website.
shares have been converted into ordinary shares. 689,263 preference shares are therefore still outstanding.
e. Shareholders
At 30.06.2013, no shareholder exceeds the minimum notification threshold, fixed at 5%. The Cofinimmo Group holds 0.3% of its own shares.
| Company | Ordinary shares | Preference shares | Total number of shares (voting rights) |
% |
|---|---|---|---|---|
| Cofinimmo Group | 49,467 | 49,467 | 0.3% | |
| Total number of issued shares | 16,953,421 | 689,263 | 17,642,684 | 100.0% |
f. Shareholders' calendar
| Event | Date |
|---|---|
| Interim announcement: results at 30.09.2013 | 12.11.2013 |
| Annual press release: results at 31.12.2013 | 07.02.2014 |
| Publication of the 2013 Annual Financial Report | 14.04.2014 |
| Interim announcement: results at 31.03.2014 | 25.04.2014 |
| 2013 Annual General Meeting | 14.05.2014 |
| Half-yearly Financial Report: results at 30.06.2014 | 01.08.2014 |
| Interim announcement: results at 30.09.2014 | 07.11.2014 |
| Annual press release: results at 31.12.2014 | 06.02.2015 |
1.10. Events after 30.06.2013
a. Acquisition of a former office building to be reconverted into a clinic for an amount of €3.1 million
On 02.07.2013, Cofinimmo acquired a former office building, located in Rijswijk, south of The Hague (Netherlands), for an amount of €3.1 million. The asset will be reconverted into a modern clinic for eye and skin care by the end of 2013. The reconversion works will be entirely financed by the Dutch group Bergman Clinics. The renovated building will count 2,133m² and 25 parking spaces and will feature consultation rooms, medical diagnostic facilities, operating theaters and recovery rooms.
The clinic is rented by Bergman Clinics on a long-term lease ("emphytéose"/"erfpacht") of 15 years. The long-term leaseholder has an option to extend the lease for 10 years, which it must exercise in the 10th year of the lease (2023). Under the long-term lease, the long-term leaseholder is liable for maintenance costs and taxes ("triple net" lease). The initial rental yield is 7.83% in "double net" equivalent1 . The rent is tied to the annual CPI.
The building was acquired by a fully-owned Cofinimmo subsidiary incorporated under Dutch law, which has the "Fiscale BeleggingsInstelling" ("FBI") status, comparable to the Sicafi/Bevak status Cofinimmo has in Belgium and the "Société d'Investissement Immobilier Cotée" ("SIIC") status that it has in France.
As a reminder, Cofinimmo had already acquired an orthopedic treatment clinic from the group Bergman Clinics in September 2012.
b. Signing of three new credit lines for a total amount of €170.0 million
In July 2013, Cofinimmo signed three new credit lines with three different banks: two lines, for an amount of €50 million each, maturing in 2018 and in 2019, and one line, for an amount of €70, maturing in March 2018 and replacing a credit line maturing in March 2014.
1 The double net equivalent rental yield allows for an adequate comparison with the office segment yields.
1.11. Risk management
Below is an overview of the most significant risks to which Cofinimmo is exposed in its activities. Reference is made to pages 2 to 8 of the 2012 Annual Financial Report for a detailed account of the company's risk management strategy.
Risks associated with the economic climate
The activities of Cofinimmo are partially linked to the general economic climate. A decline in economic growth indirectly influences the occupancy rate of offices in the private sector as well as rents. It can also increase the risk of default by tenants. The impact on Cofinimmo's bottom line is, however, mitigated by the duration of its lease agreements (as at 30.06.2013, the average period until the first break option is 11.7 years), the diversification of its tenant portfolio (367 clients), and the fact that over 37% of its office tenants are from the public sector. Thanks to its diversification into less volatile sectors such as healthcare real estate and sale and leaseback operations with AB InBev and MAAF, Cofinimmo's portfolio is less exposed to the risks posed by the general economic climate.
Risk of vacancy
For about five years, the vacancy rate on the Brussels office market has been increasing. As at 30.06.2013, the vacancy rate in Brussels stood at 11.12% (source: DTZ Research). For Cofinimmo's Brussels office portfolio, the vacancy rate was 8.66% as at 30.06.2013. Cofinimmo actively manages its client base in order to minimise vacancies and tenant turnover in the office segment. An internal property management team is responsible for swiftly resolving tenant complaints. The commercial team maintains regular contacts with existing tenants and actively seeks new ones.
The nursing homes/clinics are let on a long-term basis, with an initial lease term of 27 years in Belgium, 12 years in France and 15 years in the Netherlands. As at 30.06.2013, the average remaining lease term was 22.2 years in Belgium, 7.3 years in France and 14.2 years in the Netherlands.
As at 30.06.2013, the entire pub portfolio is let to AB InBev with a minimum average residual term of 17.3 years. Furthermore, all the insurance services agencies are leased to MAAF for an average residual term of 8.3 years.
Risk of tenant insolvency
Cofinimmo is exposed to the risk of default by its tenants. As at 30.06.2013, the five most important clients accounted for 49.8% of its rental income. The two most important office tenants (18.5%) are from the public sector.
An advance deposit or bank guarantee corresponding to six months' rent is generally requested from private sector tenants.
Risks associated with investment and development
Cofinimmo engages in limited development activity for its own account, the maximum being set at 10% of the fair value of its portfolio.
When considering investments, Cofinimmo makes certain estimates as to economic, market and other conditions, including estimates relating to the value or potential value of a property and the potential return on investment. These estimates may prove to be incorrect, rendering Cofinimmo's investment strategy inappropriate with consequent negative effects for Cofinimmo's business, operational results, financial conditions and prospects.
Before acquiring a building, Cofinimmo performs an internal assessment in order to determine a price for the building with a view to long-term management. Moreover, an independent expert assesses each acquisition or sale of property.
Risks associated with deterioration and large-scale works
Cofinimmo maintains and regularly renovates its properties in order to ensure that they remain attractive to tenants. The current trend towards sustainable, energy-efficient buildings, both in terms of construction and use, may require additional investments.
Risks associated with fluctuations in the fair value of real estate
The properties are valued quarterly by independent property experts. A fluctuation of 1% in the value of the portfolio can have an impact of around €33.3 million on the company's net result and of €1.89 on the net asset value per share. It can also have an impact of approximately 0.45% on the debt ratio.
Liquidity and financing risks
A diversification of financing sources, a stable and varied banking pool with good financial ratings (Cofinimmo has 10 banking partners) and staggered loan maturity dates favour appropriate financial conditions.
Cofinimmo's borrowing capacity is limited by the maximum debt ratio authorised by the legislation on Sicafis/Bevaks (65%) and by the ceiling of this ratio agreed with banks in credit documents (60%). For a small part of the credit lines, Cofinimmo's barrowing capacity is limited by a ceiling to the Loan-to-Value ratio. As at 30.06.2013, the Sicafi/Bevak consolidated debt ratio stands at 49.18%, and the consolidated Loan-to-Value ratio is 50.63%.
Cofinimmo has a medium-term financial plan which is completely revised in the spring of each year and updated during the year following every significant property acquisition or sale. The purpose of this type of plan is notably to position the consolidated debt ratio of Cofinimmo at an appropriate level, based on an assessment by the Board of Directors of the risks inherent in the company's portfolios of assets and leases1 .
Interest rate risks
Cofinimmo contracts an important portion of its financial debts at a variable (floating) interest rate. Derivatives are used to hedge financing costs against rate increases and to ensure that interest rates remain within a certain margin, between a maximum and minimum rate. These instruments include specifically Interest Rate Swaps and CAP options, partially financed by FLOOR options.
By using existing hedging mechanisms and assuming a constant level of debt, a 0.5% rise or fall in the interest rate should not significantly affect financing expenses of the current year.
The interest-rate derivatives are marked to market at the end of each quarter. Future rate fluctuations thus impact the net asset value and the profit for the period.
1 See Article 54 of the Royal Decree of 07.12.2010.
1.12. Corporate Governance
Cofinimmo seeks to maintain high standards of corporate governance and continuously assesses its governance principles, practices and requirements. The practice of corporate governance by Cofinimmo is entirely in line with the Belgian Corporate Governance Code1 .
A detailed description of the various Committees, their respective roles and members appears in the chapter entitled "Corporate Governance Statement" of the 2012 Annual Financial Report.
The composition of the Board of Directors is given on page 59 of this Report.
The office of Mr. Gilbert van Marcke de Lummen, Independent Director within the meaning of Article 526ter of the Company Code, has expired following the General Meeting of 08.05.2013. In accordance with his request and compliant with the corporate governance rules, his office was not renewed.
The General Meeting of 08.05.2013 appointed Mrs. Inès Reinmann as Director, with immediate effect and until the end of the Ordinary General Meeting to be held in 2017.
The General Meeting of 08.05.2013 also renewed the Directorships of Mrs. Françoise Roels, Mr. Alain Schockert and Mr. André Bergen, with immediate effect and until the end of the Ordinary General Meeting to be held in 2017.
Furthermore, the General Meeting recorded the independence, in accordance with Article 526ter of the Company Code, of Mrs. Inès Reinmann and Mr. André Bergen, given that they comply with all the criteria set out in that Article2 .
2. Summary of the Financial Statements
The accounting principles and methods used to draw up these interim financial statements are identical to those used to prepare the annual financial statements for FY 2012. These interim financial statements have been prepared using accounting methods that comply with IFRS and in particular IAS 34 on "Interim Financial Reporting".
1 See our Corporate Governance Charter available on our website.
2 See also our press release dated 08.05.2013, available on our website.
2.1. Comprehensive income statement – in accordance with the Royal Decree of 07.12.2010 (x €1,000)
| Notes | 2Q2013 | 2Q2012 | 1H2013 | 1H2012 | |
|---|---|---|---|---|---|
| A. NET RESULT | |||||
| Rental income | 5 | 49,043 | 48,956 | 97,622 | 106,979 |
| Writeback of lease payments sold and discounted | 5 | 6,319 | 5,749 | 12,638 | 11,497 |
| Rental-related expenses | -2 | -1,405 | -7 | -1,413 | |
| Net rental income | 4, 5 | 55,360 | 53,300 | 110,253 | 117,063 |
| Recovery of property charges | -10 | 458 | 69 | 682 | |
| Recovery income of charges and taxes normally | 10,749 | 13,576 | 20,889 | 22,966 | |
| payable by the tenant on let properties | |||||
| Costs payable by the tenant and borne by the | -55 | -596 | -404 | -1,970 | |
| landlord on rental damage and redecoration at | |||||
| end of lease Charges and taxes normally payable by the |
-11,291 | -14,235 | -22,061 | -24,049 | |
| tenant on let properties | |||||
| Property result | 54,753 | 52,503 | 108,746 | 114,692 | |
| Technical costs | -975 | -1,322 | -1,726 | -3,307 | |
| Commercial costs | -206 | -126 | -598 | -464 | |
| Taxes and charges on unlet properties | -1,174 | -1,164 | -2,129 | -2,010 | |
| Property management costs | -3,748 | -4,000 | -7,806 | -7,846 | |
| Property charges | -6,103 | -6,612 | -12,259 | -13,627 | |
| Property operating result | 48,650 | 45,891 | 96,487 | 101,065 | |
| Corporate management costs | -1,730 | -1,801 | -3,462 | -3,794 | |
| Operating result before result on the portfolio | 46,920 | 44,090 | 93,025 | 97,271 | |
| Gains or losses on disposals of investment | -232 | 95 | 341 | 95 | |
| properties and other non-financial assets | |||||
| Changes in fair value of investment properties | -5,420 | 7,421 | -11,718 | 8,062 | |
| Other result on the portfolio | -682 | -474 | -1,376 | -1,771 | |
| Operating result | 40,586 | 51,132 | 80,272 | 103,657 | |
| Financial income | 6 | 1,217 | 1,322 | 2,532 | 2,748 |
| Net interest charges | 7 | -15,865 | -15,366 | -33,110 | -30,689 |
| Other financial charges | 8 | -887 | -137 | -911 | -235 |
| Changes in fair value of financial assets and | 9 | -9,643 | 560 | -9,631 | -290 |
| liabilities | |||||
| Financial result | -25,178 | -13,621 | -41,120 | -28,466 | |
| Share in the result of associated companies and | 540 | -381 | 731 | -381 | |
| joint ventures | |||||
| Pre-tax result | 15,948 | 37,130 | 39,883 | 74,810 | |
| Corporate tax | -530 | -1,265 | -713 | -1,981 | |
| Exit tax | 92 | -244 | 131 | -509 | |
| Taxes | -438 | -1,509 | -582 | -2,490 | |
| Net result | 15,510 | 35,621 | 39,301 | 72,320 | |
| Minority interests | -1,463 | -1,316 | -2,773 | -2,761 | |
| Net result – Group share | 14,047 | 34,305 | 36,528 | 69,559 | |
| Net current result – Group share | 20,292 | 28,107 | 49,233 | 64,705 | |
| Result on the portfolio – Group share | -6,245 | 6,198 | -12,705 | 4,854 |
| B. OTHER ELEMENTS OF THE GLOBAL RESULT | ||||
|---|---|---|---|---|
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-362 | -527 | -629 | -1,337 |
| Change in the effective part of the fair value of authorised cash flow hedging instruments as defined under IFRS |
27,702 | -20,663 | 41,010 | -34,763 |
| Other elements of the global result | 27,340 | -21,190 | 40,381 | -36,100 |
| Minority interests | 5 | 55 | 5 | 160 |
| Other elements of the global result – Group | 27,345 | -21,135 | 40,386 | -35,940 |
| share C. GLOBAL RESULT |
42,850 | 14,431 | 79,682 | 36,221 |
| Minority interests | -1,458 | -1,261 | -2,768 | -2,602 |
| Global result – Group share | 41,392 | 13,170 | 76,914 | 33,619 |
| Result per share – Group share (in €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Net current result per share – Group share | 2.80 | 4.12 |
| Result on portfolio per share – Group share | -0.72 | 0.31 |
| Net result per share – Group share | 2.08 | 4.43 |
| 1 Diluted result per share – Group share (in €) |
30.06.2013 | 30.06.2012 |
|---|---|---|
| Diluted number of shares2 | 19,758,317 | 17,733,289 |
| Diluted net result per share – Group share2 | 2.13 | 4.55 |
1 Following the theoretical conversion of the convertible bonds.
2 Weighted following the issue of convertible bonds on 20.06.2013 for a total amount of €190.8 million.
2.2. Consolidated income statement – analytical format (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| A. NET CURRENT RESULT | ||
| Rental income, net of rental-related expenses | 97,615 | 105,566 |
| Writeback of lease payments sold and discounted (non-cash) | 12,638 | 11,497 |
| Taxes and charges on rented properties not recovered | -1,172 | -1,083 |
| Redecoration costs, net of tenant compensation for damages | -335 | -1,288 |
| Property result | 108,746 | 114,692 |
| Technical costs | -1,726 | -3,307 |
| Commercial costs | -598 | -464 |
| Taxes and charges on unlet properties | -2,129 | -2,010 |
| Property result after direct property costs | 104,293 | 108,911 |
| Property management costs | -7,806 | -7,846 |
| Property operating result | 96,487 | 101,065 |
| Corporate management costs | -3,462 | -3,794 |
| Operating result (before result on portfolio) | 93,025 | 97,271 |
| Financial income (IAS 39 excluded)1 | 2,532 | 2,748 |
| Financial charges (IAS 39 excluded)2 | -34,021 | -30,924 |
| Revaluation of derivative financial instruments (IAS 39) | -9,631 | -290 |
| Share in the result of associated companies and joint ventures | 731 | -311 |
| Taxes | -713 | -1,981 |
| Net current result3 | 51,923 | 66,513 |
| Minority interests | -2,690 | -1,808 |
| Net current result – Group share | 49,233 | 64,705 |
| B. RESULT ON PORTFOLIO | ||
| Gains or losses on disposals of investment properties and other non | ||
| financial assets | 341 | 95 |
| Changes in fair value of investment properties | -11,718 | 8,062 |
| Share in the result of associated companies and joint ventures | -70 | |
| Other result on the portfolio | -1,245 | -2,280 |
| Result on the portfolio | -12,622 | 5,807 |
| Minority interests | -83 | -953 |
| Result on the portfolio – Group share | -12,705 | 4,854 |
| C. NET RESULT | ||
| Net result – Group share | 36,528 | 69,559 |
| NUMBER OF SHARES | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Number of ordinary shares issued (including treasury shares) | 16,953,421 | 15,852,620 |
| Number of preference shares issued and not converted | 689,263 | 826,620 |
| Number of ordinary shares entitled to share in the result of the period | 16,903,954 | 14,877,432 |
| Number of preference shares entitled to share in the result of the period | 689,263 | 826,620 |
| Total number of shares entitled to share in the result of the period | 17,593,217 | 15,704,052 |
1 Including IAS 39, as at 30.06.2013 and 30.06.2012, financial income totalled k€12,523 and k€13,603 respectively.
2 Including IAS 39, as at 30.06.2013 and 30.06.2012, financial charges totalled k€-53,643 and k€-42,068 respectively.
3 Net income excluding the gains or losses on disposals of investment properties, the changes in fair value of investment properties and the exit tax.
Comments on the consolidated income statement – analytical format
The rental income amounts to €97.6 million as at 30.06.2013, compared to €105.6 million as at 30.06.2012. This fall is due mainly to the indemnity paid by Belfius Bank in compensation for the termination of its lease contract on the Livingstone I and II buildings. This non-recurrent indemnity of €11.20 million was paid during the first quarter of 2012 and was entirely included in that quarter's income statement. On a like-for-like basis, the gross rental revenues rose by 1.93% over the last 12 months: the positive effect of lease indexation (+2.41%) and new rentals (+2.13%) was offset by departures (-1.91%) and renegotiations (-0.70%). As at 30.06.2013, the occupancy rate is 95.60% for the entire portfolio and 91.34% for the office portfolio alone.
Direct and indirect operating costs represent 0.82% of the average value of the assets under management as at 30.06.2013, compared to 0.92% as at 30.06.2012, which is an improvement of 0.10%. The operating result (before result on the portfolio) stands at €93.0 million as at 30.06.2013, against €97.3 million one year before.
The financial result comes at €-41.1 million as at 30.06.2013, compared to €-28.5 million as at 30.06.2012. The impact of the revaluation of derivative financial instruments (IAS 39) stands at €-9.6 million for the first half of 2013, compared to €-0.3 million for the first half of 2012. As at 30.06.2013, this item includes the marking to market of the financial assets and liabilities (€+5.5 million) and the restructuration cost of the hedging scheme (€-15.1 million). The financial charges come from €-30.9 million as at 30.06.2012 to €-34.0 million as at 30.06.2013. This can be explained mainly by a rise in the average interest rate, including bank margins (3.97% as at 30.06.2013, versus 3.66%1 as at 30.06.2012).
Taxes include the corporate income tax due by subsidiaries which do not benefit from the Sicafi, SIIC or FBI tax regime and the tax on non-deductible costs of a Sicafi/Bevak (primarily the office tax in the Brussels Capital Region).
The net current result - Group share for the first half of 2013 amounts to €49.2million, against €64.7 million for the first half of 2012. Per share, it represents €2.80 as at 30.06.2013, against €4.12 as at 30.06.2012. The number of shares entitled to share in the result of the period increased from 15,704,052 to 17,593,217 between these two dates.
The change in fair value of investment properties stands at €-11.7 million as at 30.06.2013, mainly due to the decrease in value of several office buildings which will be subject to a renovation. On a like-for-like basis, the change in fair value of investment properties stands at -0.35%.
The share in the result of associated companies and joint ventures concerns the stakes of 50% and 51% held by Cofinimmo in FPR Leuze SA/NV and Cofinéa I SAS respectively. Minority interests relate to the mandatory convertible bonds issued by the subsidiary Cofinimur I SA, as well as third-party holdings in the subsidiaries Silverstone and Pubstone.
The net result – Group share is €36.5 million as at 30.06.2013, compared to €69.6 million as at 30.06.2012. Per share, these figures stand at €2.08 for the first half of 2013 and €4.43 for the first half of 2012.
1 The average interest rate on borrowings as at 30.06.2012, as published in the Half-Yearly Financial Report 2012, has been reviewed and no longer includes the depreciation costs of hedging instruments pertaining to the period.
2.3. Consolidated balance sheet (x €1,000)
| Notes | 30.06.2013 | 31.12.2012 | |
|---|---|---|---|
| Non-current assets | 3,552,918 | 3,533,691 | |
| Goodwill | 4 | 150,356 | 150,356 |
| Intangible assets | 780 | 605 | |
| Investment properties | 4,10 | 3,311,188 | 3,297,900 |
| Other tangible assets | 792 | 856 | |
| Non-current financial assets | 30,085 | 24,672 | |
| Finance lease receivables | 53,066 | 53,397 | |
| Trade receivables and other non-current assets | 97 | 97 | |
| Participations in associated companies and joint ventures | 6,554 | 5,808 | |
| Current assets | 112,497 | 108,797 | |
| Assets held for sale | 4 | 18,225 | 10,670 |
| Current financial assets | 671 | 6,501 | |
| Finance lease receivables | 2,249 | 2,973 | |
| Trade receivables | 29,399 | 22,636 | |
| Tax receivables and other current assets | 16,668 | 29,142 | |
| Cash and cash equivalents | 12,784 | 3,041 | |
| Accrued charges and deferred income | 32,501 | 33,834 | |
| TOTAL ASSETS | 3,665,415 | 3,642,488 | |
| Shareholders' equity | 1,643,029 | 1,542,292 | |
| Shareholders' equity attributable to shareholders of parent company | 1,576,954 | 1,476,029 | |
| Capital | 11 | 942,796 | 857,822 |
| Share premium account | 11 | 372,102 | 329,592 |
| Reserves | 225,528 | 190,543 | |
| Net result of the financial year | 12 | 36,528 | 98,072 |
| Minority interests | 66,075 | 66,263 | |
| Liabilities | 2,022,386 | 2,100,196 | |
| Non-current liabilities | 1,632,783 | 1,566,005 | |
| Provisions | 19,279 | 20,493 | |
| Non-current financial debts | 1,484,259 | 1,388,883 | |
| Other non-current financial liabilities | 93,644 | 120,835 | |
| Deferred taxes | 35,601 | 35,794 | |
| Current liabilities | 389,603 | 534,191 | |
| Current financial debts | 253,321 | 351,203 | |
| Other current financial liabilities | 37,401 | 81,959 | |
| Trade debts and other current debts | 56,889 | 64,560 | |
| Accrued charges and deferred income | 41,992 | 36,469 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 3,665,415 | 3,642,488 |
Comments on the consolidated balance sheet
The fair value of the property portfolio1 , as appears from the consolidated balance sheet, by application of IAS 40, is obtained by deducting transaction costs from the investment value. At 30.06.2013, the fair value stands at €3,329.4 million, compared to €3,308.6 million at 31.12.2012.
The investment value of the property portfolio1 , as established by the independent real estate experts, is €3,459.0 million at 30.06.2013, compared with €3,436.1 million at 31.12.2012.
1 Including buildings for own use and development projects.
The heading "Participations in associated companies and joint ventures" concerns the stakes of 50% and 51% held by Cofinimmo in FPR Leuze SA/NV and Cofinéa I SAS respectively.
The heading "Minority interests" includes the mandatory convertible bonds issued by the subsidiary CofinimurI SA, as well as the minority interests of the Silverstone and Pubstone subsidiaries.
2.4. Calculation of debt ratio (x €1,000)
The debt ratio (debts to total assets) at 30.06.2013 comes to 49.18%. As a reminder, the statutory maximum debt ratio for Sicafis/Bevaks is 65%.
| 30.06.2013 | 31.12.2012 | ||
|---|---|---|---|
| Non-current financial debts | 1,484,259 | 1,388,883 | |
| Other non-current financial liabilities (except for hedging instruments) | + | 45 | 35 |
| Current financial debts | + | 253,321 | 351,203 |
| Trade debts and other current debts | + | 56,889 | 64,560 |
| Total debt | = | 1,794,514 | 1,804,681 |
| Total assets | 3,665,415 | 3,642,488 | |
| Hedging instruments | - | 16,608 | 25,580 |
| Total assets, except for hedging instruments | = | 3,648,807 | 3,616,908 |
| DEBT RATIO | 49.18% | 49.90% |
2.5. Consolidated cash flow statement (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 3,041 | 10,207 |
| Operating activities | ||
| Net result for the period | 36,528 | 69,559 |
| Adjustments for interest charges and income | 33,351 | 28,838 |
| Adjustments for gains and losses on disposal of property assets | -341 | -95 |
| Adjustments for non-cash charges and income | 7,716 | -16,759 |
| Changes in working capital requirement | 2,119 | -9,354 |
| CASH FLOW FROM OPERATING ACTIVITIES | 79,373 | 72,189 |
| Investment activities | ||
| Investments in intangible assets and other tangible assets | -436 | -353 |
| Acquisitions of investment properties | -753 | -16,903 |
| Extensions of investment properties | -19,586 | -10,557 |
| Investments in investment properties | -11,531 | -4,379 |
| Acquisitions of consolidated subsidiaries | -18,772 | |
| Disposals of investment properties | 5,109 | 1,585 |
| Disposals of assets held for sales | 310 | |
| Payment of exit tax | -7 | -1,230 |
| Disposal and reimbursement of finance lease receivables | 1,556 | 1,456 |
| Other cash flows from investment activities | -39 | -13,446 |
| NET CASH FROM INVESTING ACTIVITIES | -25,377 | -62,599 |
| Financing activities | ||
| Disposal of own shares | 91,638 | 11,132 |
| Dividends paid to shareholders | -67,323 | -67,2151 |
| Coupons paid to minority shareholders | -241 | -851 |
| Coupons paid to Mandatory Convertible Bondholders | -2,727 | -1,3791 |
| Increase of financial debts | 220,499 | 130,414 |
| Decrease of financial debts | -219,866 | -51,459 |
| Financial income received | 1,736 | 2,394 |
| Financial charges paid | -35,831 | -30,411 |
Other cash flows from financing activities -32,138 -11,711 CASH FLOW RESULTING FROM FINANCING ACTIVITIES -44,253 -18,320 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 12,784 1,477
1 In the Half-Yearly Financial Report 2012, the item "Dividends paid to shareholders" included the coupons paid to minority shareholders and to Mandatory Convertible Bondholders. These coupons are presented on separate lines in the present Half-Yearly Financial report.
2.6. Consolidated statement of changes in shareholders' equity (x €1,000)
| Capital | Share premium account |
Reserves1 | Net result of the year |
Shareholders' equity Parent company |
Minority interests |
Shareholders' equity |
|
|---|---|---|---|---|---|---|---|
| AT 01.01.2012 | 814,228 | 312,330 | 215,790 | 118,539 | 1,460,887 | 54,657 | 1,515,544 |
| Appropriation of the 2011 result |
118,539 | -118,539 | |||||
| Elements directly recognised in shareholders' equity | -35,940 | 68,894 | 32,954 | 2,601 | 35,555 | ||
| Cash flow hedge | -34,763 | -34,763 | -34,763 | ||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-1,177 | -1,177 | -160 | -1,337 | |||
| Result of the period | 68,894 | 68,894 | 2,761 | 71,655 | |||
| Minority interests | 2,519 | 2,519 | |||||
| Others | -125 | 665 | 540 | 540 | |||
| SUB-TOTAL | 814,228 | 312,330 | 298,264 | 69,559 | 1,494,381 | 59,777 | 1,554,158 |
| Issue of new shares | 20,942 | 11,165 | 32,107 | 32,107 | |||
| Acquisitions/Disposals of own shares | 6,388 | 1,719 | 3,024 | 11,131 | 11,131 | ||
| Dividends | -99,420 | -99,420 | -99,420 | ||||
| AT 30.06.2012 | 841,558 | 325,214 | 201,868 | 69,559 | 1,438,199 | 59,777 | 1,497,976 |
| Elements directly recognised in shareholders' equity | -16,976 | 29,178 | 12,202 | 2,014 | 14,216 | ||
| Cash flow hedge | -15,612 | -15,612 | -15,612 | ||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-1,364 | -1,364 | 152 | -1,212 | |||
| Result of the period | 29,178 | 29,178 | 1,862 | 31,040 | |||
| Minority interests | 4,472 | 4,472 | |||||
| Others | -256 | -665 | -921 | -921 | |||
| SUB-TOTAL | 841,558 | 325,214 | 184,636 | 98,072 | 1,449,480 | 66,263 | 1,515,743 |
| Acquisitions/Disposals of own shares | 16,264 | 4,378 | 5,907 | 26,549 | 26,549 | ||
| AT 31.12.2012 | 857,822 | 329,592 | 190,543 | 98,072 | 1,476,029 | 66,263 | 1,542,292 |
1 Details regarding the reserves are featured on the following pages.
| Capital | Share premium account |
Reserves1 | Net result of the financial year |
Shareholders' equity Parent company |
Minority interests |
Shareholders' equity |
|
|---|---|---|---|---|---|---|---|
| AT 01.01.2013 | 857,822 | 329,592 | 190,543 | 98,072 | 1,476,029 | 66,263 | 1,542,292 |
| Appropriation of the 2012 net result |
98,072 | -98,072 | |||||
| Elements directly recognised in shareholders' equity | 40,387 | 36,528 | 76,915 | 2,767 | 79,682 | ||
| Cash flow hedge | 41,010 | 41,010 | 41,010 | ||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-623 | -623 | -5 | -628 | |||
| Result of the period | 36,528 | 36,528 | 2,772 | 39,300 | |||
| Minority interests | -2,955 | -2,955 | |||||
| Others | -293 | -293 | -293 | ||||
| SUB-TOTAL | 857,822 | 329,592 | 328,709 | 36,528 | 1,552,651 | 66,075 | 1,618,726 |
| Issue of new shares | 28,368 | 15,504 | 43,872 | 43,872 | |||
| Acquisitions/Disposals of own shares | 56,606 | 27,006 | 8,026 | 91,638 | 91,638 | ||
| Dividends | -111,207 | -111,207 | -111,207 | ||||
| AT 30.06.2013 | 942,796 | 372,102 | 225,528 | 36,528 | 1,576,954 | 66,075 | 1,643,029 |
1 The following pages contain details regarding reserves.
Detail of the reserves
| Reserve for the positive/ negative balance of changes in fair value of investment properties |
Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined by IFRS |
Distributable reserves |
Non distributable reserves |
Tax-exempt reserves |
Legal reserve | TOTAL RESERVES |
|
|---|---|---|---|---|---|---|---|---|---|
| AT 01.01.2012 | -172,378 | -67,276 | -116,379 | -1,312 | 570,989 | 2,111 | 35 | 215,790 | |
| Appropriation of the 2011 result |
22,576 | -1,466 | 9,641 | -167 | 87,673 | 277 | 118,539 | ||
| Elements directly recognised in shareholders' equity | -1,177 | -34,763 | -35,940 | ||||||
| Cash flow hedge | -34,763 | -34,763 | |||||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-1,177 | -1,177 | |||||||
| Others | -233 | -71 | -1,609 | 161 | 1,627 | -125 | |||
| SUB-TOTAL | -150,035 | -69,985 | -141,501 | -1,479 | 657,053 | 2,549 | 1,662 | 298,264 | |
| Acquisitions/Disposals of own shares | 3,025 | 3,025 | |||||||
| Dividends | -99,420 | -99,420 | |||||||
| AT 30.06.2012 | -150,035 | -69,985 | -141,501 | -1,479 | 560,658 | 2,549 | 1,662 | 201,869 |
| Reserve for the positive/ negative balance of changes in fair value of investment properties |
Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined by IFRS |
Distributable reserves |
Non distributable reserves |
Tax-exempt reserves |
Legal reserve | TOTAL RESERVES |
|
|---|---|---|---|---|---|---|---|---|---|
| AT 30.06.2012 | -150,035 | -69,985 | -141,501 | -1,479 | 560,658 | 2,549 | 1,662 | 201,869 | |
| Elements directly recognised in shareholders' equity | -1,365 | -15,612 | -16,977 | ||||||
| Cash flow hedge | -15,612 | -15,612 | |||||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-1,365 | -1,365 | |||||||
| Others | -24 | -74 | -294 | 136 | -256 | ||||
| SUB-TOTAL | -150,059 | -71,424 | -157,113 | -1,479 | 560,364 | 2,685 | 1,662 | 184,636 | |
| Acquisitions/Disposals of own shares | 5,907 | 5,907 | |||||||
| AT 31.12.2012 | -150,059 | -71,424 | -157,113 | -1,479 | 566,271 | 2,685 | 1,662 | 190,543 |
| Reserve for the positive/ negative balance of changes in fair value of investment properties |
Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined by IFRS |
Distributable reserves |
Non distributable reserves |
Tax-exempt reserves |
Legal reserve | TOTAL RESERVES |
|
|---|---|---|---|---|---|---|---|---|---|
| AT 01.01.2013 | -150,059 | -71,424 | -157,113 | -1,479 | 566,271 | 2,685 | 1,662 | 190,543 | |
| Appropriation of the 2012 result |
53,718 | -2,866 | 11,238 | -13,421 | 49,146 | 257 | 98,072 | ||
| Elements directly recognised in shareholders' equity | -623 | 41,010 | 40,387 | ||||||
| Cash flow hedge | 41,010 | 41,010 | |||||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
-623 | -623 | |||||||
| Others | -704 | 7 | -22,653 | 22,972 | 12 | 73 | -293 | ||
| SUB-TOTAL | -97,045 | -74,906 | -104,865 | -37,553 | 638,389 | 2,954 | 1,735 | 328,709 | |
| Acquisitions/Disposals of own shares | 8,026 | 8,026 | |||||||
| Dividends | -111,207 | -111,207 | |||||||
| AT 30.06.2013 | -97,045 | -74,906 | -104,865 | -37,553 | 535,208 | 2,954 | 1,735 | 225,528 |
2.7. Notes on the consolidated accounts
Note 1. General information
Cofinimmo SA/NV (the "Company") is a public Sicafi/Bevak (Belgian REIT) organised under Belgian law with its registered office at Boulevard de la Woluwe 58, 1200 Brussels.
The half year consolidated financial statements of Cofinimmo SA for the period which ended on 30.06.2013 cover the Company and its subsidiaries (collectively referred to as "the Group"). The scope of consolidation has been altered since 31.12.2012 (see Note 14).
The half year consolidated financial statements were drawn up by the Board of Directors on 31.07.2013. The audit firm of Deloitte, represented by Mr. Frank Verhaegen, concluded its limited audit and confirmed that the accounting information contained in this half year report does not call for any reservations and corresponds with the financial statements adopted by the Board of Directors.
Note 2. Significant accounting methods
The half year consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and IAS 34 on Interim Financial Reporting.
The accounting methods are identical to those mentioned in the 2012 Annual Financial Report.
Some figures in this half year report have been rounded up and, consequently, the overall totals in this report may differ slightly from the exact sum of the preceding figures.
Note 3. Operational and financial risk management
As of 30.06.2013, the Group is facing substantially the same risks as those identified and mentioned in the 2012 Annual Financial Report. Risk management during the first half of 2013 was done using the same means and in accordance with the same criteria as those applied the previous year.
Note 4. Segment information (x €1,000) – Global portfolio
| INCOME STATEMENT | Offices | Healthcare real estate |
Property of distribution networks |
Others | Unallocated amounts | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Net rental income | 51,312 | 61,622 | 37,783 | 34,932 | 18,857 | 18,558 | 2,301 | 1,951 | 110,253 | 117,063 | ||
| Property result after direct property costs | 46,000 | 54,099 | 37,694 | 34,770 | 18,421 | 18,217 | 2,178 | 1,825 | 104,293 | 108,911 | ||
| Property management costs | -7,806 | -7,846 | -7,806 | -7,846 | ||||||||
| Corporate management costs |
-3,462 | 3,794 | -3,462 | -3,794 | ||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
-272 | 53 | 471 | 95 | 89 | 341 | 95 | |||||
| Changes in fair value of investment properties | -20,560 | -27,005 | 8,034 | 23,663 | 405 | 7,768 | 403 | 3,636 | -11,718 | 8,062 | ||
| Other result on the portfolio | 66 | -47 | -1,442 | -1,724 | -1,376 | -1,771 | ||||||
| Operating result | 80,272 | 103,657 | ||||||||||
| Financial result | -41,120 | -28,466 | -41,120 | -28,466 | ||||||||
| Share in the result of associated companies and joint ventures |
-70 | 731 | -311 | 731 | -381 | |||||||
| Taxes | -34 | -286 | 165 | 267 | -489 | -713 | -1,982 | -582 | -2,490 | |||
| NET RESULT | 39,300 | 72,320 | 39,300 | 72,320 | ||||||||
| NET RESULT – GROUP SHARE |
36,528 | 69,559 | 36,528 | 69,559 |
| Healthcare | Property of | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE SHEET | Offices | Real estate | distribution networks | Others | Unallocated amounts | TOTAL | ||||||
| AT 30.06/31.12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Assets | ||||||||||||
| Goodwill | 26,929 | 26,929 | 123,427 | 123,427 | 150,356 | 150,356 | ||||||
| Investment properties | 1,522,944 | 1,543,298 | 1,200,600 | 1,163,821 | 527,255 | 527,208 | 60,389 | 63,573 | 3,311,188 | 3,297,900 | ||
| Of which: Development projects | 56,235 | 67,972 | 32,669 | 57,698 | 6,138 | 6,187 | 95,042 | 131,857 | ||||
| Assets held for own use | 9,148 | 9,150 | 9,148 | 9,150 | ||||||||
| Assets held for sale | 8,390 | 8,060 | 8,620 | 1,775 | 2,050 | 18,225 | 10,670 | |||||
| Other assets | 185,646 | 183,562 | 185,646 | 183,562 | ||||||||
| TOTAL ASSETS | 3,665,415 | 3,642,488 | ||||||||||
| Shareholders' equity and Liabilities | ||||||||||||
| Shareholders' equity | 1,643,029 | 1,542,292 | 1,643,029 | 1,542,292 | ||||||||
| Shareholders' equity attributable to | ||||||||||||
| shareholders of parent company | 1,576,954 | 1,476,029 | 1,576,954 | 1,476,029 | ||||||||
| Minority interests | 66,075 | 66,263 | 66,075 | 66,263 | ||||||||
| Liabilities | 2,022,386 | 2,100,196 | 2,022,386 | 2,100,196 | ||||||||
| TOTAL SHAREHOLDERS' EQUITY AND | 3,665,415 | 3,642,488 | ||||||||||
| LIABILITIES |
Note 4. Segment information (x €1,000) – Offices
| INCOME STATEMENT | Brussels CBD1 |
Decentralised | Brussels | Brussels Periphery |
Antwerp | Other Regions | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Net rental income | 19,456 | 29,218 | 20,461 | 21,200 | 5,243 | 5,394 | 2,294 | 2,063 | 3,858 | 3,747 | 51,312 | 61,622 |
| Property result after direct property costs | 17,676 | 26,335 | 17,760 | 17,666 | 4,885 | 4,937 | 2,106 | 1,575 | 3,573 | 3,586 | 46,000 | 54,099 |
| Property management costs | ||||||||||||
| Corporate management costs |
||||||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
-272 | -272 | ||||||||||
| Changes in fair value of investment properties | -11,061 | -18,247 | -8,317 | -10,329 | -765 | 1,626 | -522 | 92 | 105 | -147 | -20,560 | -27,005 |
| Other result on the portfolio | ||||||||||||
| Operating result | ||||||||||||
| Financial result | ||||||||||||
| Share in the result of associated companies and joint | ||||||||||||
| ventures | ||||||||||||
| Taxes | ||||||||||||
| NET RESULT | ||||||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Brussels CBD |
Brussels Decentralised |
Brussels Periphery |
Antwerp | Other Regions | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Assets | ||||||||||||
| Goodwill | ||||||||||||
| Investment properties | 586,619 | 595,153 | 619,831 | 631,744 | 145,240 | 145,647 | 62,461 | 62,337 | 108,793 | 108,417 | 1,522,944 | 1,543,298 |
| Of which: Development projects |
54,272 | 66,344 | 1,122 | 809 | 323 | 313 | 457 | 446 | 61 | 60 | 56,235 | 67,972 |
| Assets held for own use | 9,148 | 9,150 | 9,148 | 9,150 | ||||||||
| Assets held for sale | 8,390 | 8,390 | ||||||||||
| Other assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Shareholders' equity and Liabilities | ||||||||||||
| Shareholders' equity | ||||||||||||
| Shareholders' equity attributable to | ||||||||||||
| shareholders of parent company | ||||||||||||
| Minority interests | ||||||||||||
| Liabilities | ||||||||||||
| TOTAL SHAREHOLDERS' EQUITY AND | ||||||||||||
| LIABILITIES |
Central Business District.
Note 4. Segment information (x €1,000) – Healthcare real estate
| INCOME STATEMENT | Belgium | France | Netherlands | TOTAL | ||||
|---|---|---|---|---|---|---|---|---|
| AT 30.06 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Net rental income | 22,893 | 20,825 | 14,475 | 14,107 | 415 | 37,783 | 34,932 | |
| Property result after direct property costs | 22,816 | 20,678 | 14,466 | 14,091 | 412 | 37,694 | 34,770 | |
| Property management costs | ||||||||
| Corporate management costs |
||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
53 | 53 | ||||||
| Changes in fair value of investment properties |
3,322 | 12,794 | 4,738 | 10,868 | -26 | 8,034 | 23,662 | |
| Other result on the portfolio | ||||||||
| Operating result | ||||||||
| Financial result | ||||||||
| Share in the result of associated companies and joint ventures |
-70 | -70 | ||||||
| Taxes | -62 | -34 | -224 | -34 | -286 | |||
| NET RESULT | ||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Belgium | France | Netherlands | TOTAL | ||||
|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Assets | ||||||||
| Goodwill | 26,929 | 26,929 | 26,929 | 26,929 | ||||
| Investment properties | 777,070 | 750,460 | 412,330 | 402,135 | 11,200 | 11,226 | 1,200,600 | 1,163,821 |
| Of which: Development projects | 32,669 | 57,698 | 32,669 | 57,698 | ||||
| Assets held for own use | ||||||||
| Assets held for sale | 8,060 | 8,620 | 8,060 | 8,620 | ||||
| Other assets | ||||||||
| TOTAL ASSETS | ||||||||
| Shareholders' equity and Liabilities | ||||||||
| Shareholders' equity | ||||||||
| Shareholders' equity attributable to | ||||||||
| shareholders of parent company | ||||||||
| Minority interests | ||||||||
| Liabilities | ||||||||
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
Note 4. Segment information (x €1,000) – Property of distribution networks
| INCOME STATEMENT | Pubstone - | Belgium | Pubstone - | Netherlands | Cofinimur I - | France | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| AT 30.06 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Net rental income | 10,025 | 9,842 | 5,001 | 4,874 | 3,831 | 3,842 | 18,857 | 18,558 |
| Property result after direct property costs | 9,845 | 9,658 | 4,847 | 4,737 | 3,729 | 3,822 | 18,421 | 18,217 |
| Property management costs | ||||||||
| Corporate management costs |
||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
453 | 95 | 18 | 471 | 95 | |||
| Changes in fair value of investment properties | -157 | 5,852 | -508 | -140 | 1,070 | 2,056 | 405 | 7,768 |
| Other result on the portfolio | 66 | -47 | 66 | -47 | ||||
| Operating result | ||||||||
| Financial result | ||||||||
| Share in the result of associated companies and joint | ||||||||
| ventures | ||||||||
| Taxes | 165 | 267 | 165 | 267 | ||||
| NET RESULT | ||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Pubstone - | Belgium | Pubstone - | Netherlands | Cofinimur I - | France | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Assets | ||||||||
| Goodwill | 85,777 | 85,777 | 37,650 | 37,650 | 123,427 | 123,427 | ||
| Investment properties | 269,565 | 270,147 | 149,245 | 149,686 | 108,445 | 107,375 | 527,255 | 527,208 |
| Of which: Development projects |
||||||||
| Assets held for own use | ||||||||
| Assets held for sale | 1,775 | 2,050 | 1,775 | 2,050 | ||||
| Other assets | ||||||||
| TOTAL ASSETS | ||||||||
| Shareholders' equity and Liabilities | ||||||||
| Shareholders' equity | ||||||||
| Shareholders' equity attributable to | ||||||||
| shareholders of parent company | ||||||||
| Minority interests | ||||||||
| Liabilities | ||||||||
| TOTAL SHAREHOLDERS' EQUITY AND | ||||||||
| LIABILITIES |
Note 4. Segment information (x €1,000) – Others
| INCOME STATEMENT | Brussels CBD |
Brussels Decentralised |
Brussels Periphery |
Antwerp | Other Regions | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Net rental income | 1,263 | 1,187 | 407 | 490 | 631 | 274 | 2,301 | 1,951 | ||||
| Property result after direct property costs | 1,220 | 1,184 | 392 | 489 | 566 | 152 | 2,178 | 1,825 | ||||
| Property management costs | ||||||||||||
| Corporate management costs |
||||||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
89 | 89 | ||||||||||
| Changes in fair value of investment properties | -103 | 114 | 319 | 65 | 7 | 187 | 3,450 | 403 | 3,636 | |||
| Other result on the portfolio | ||||||||||||
| Operating result | ||||||||||||
| Financial result | ||||||||||||
| Share in the result of associated companies and joint | ||||||||||||
| ventures | 731 | -311 | 731 | -311 | ||||||||
| Taxes | -489 | -489 | ||||||||||
| NET RESULT | ||||||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Brussels CBD |
Decentralised | Brussels | Brussels Periphery |
Antwerp | Other Regions | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
| Assets | ||||||||||||
| Goodwill | ||||||||||||
| Investment properties | 34,836 | 34,908 | 6,859 | 10,159 | 18,694 | 18,506 | 60,389 | 63,573 | ||||
| Of which: Development projects |
4,216 | 4,221 | 1,922 | 1,966 | 6,138 | 6,187 | ||||||
| Assets held for own use | ||||||||||||
| Assets held for sale | ||||||||||||
| Other assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Shareholders' equity and Liabilities | ||||||||||||
| Shareholders' equity | ||||||||||||
| Shareholders' equity attributable to | ||||||||||||
| shareholders of parent company | ||||||||||||
| Minority interests | ||||||||||||
| Liabilities | ||||||||||||
| TOTAL SHAREHOLDERS' EQUITY AND | ||||||||||||
| LIABILITIES |
Note 5. Rental income and rental-related expenses (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Rental income | ||
| Gross potential income1 | 103,991 | 101,882 |
| Vacancy2 | -5,129 | -5,468 |
| Rents3 | 98,862 | 96,414 |
| Cost of rent free periods | -1,145 | -690 |
| Concessions granted to tenants | -352 | -373 |
| Indemnities for early termination of rental contracts4 | 257 | 11,628 |
| SUB-TOTAL | 97,622 | 106,979 |
| Writeback of lease payments sold and discounted | 12,638 | 11,497 |
| Rental-related expenses | ||
| Rent payable on rented premises | -44 | -1,440 |
| Writedowns on trade receivables | 15 | |
| Writeback of writedowns on trade receivables | 22 | 27 |
| SUB-TOTAL | -7 | -1,413 |
| TOTAL | 110,253 | 117,063 |
The classification method and treatment of rental income and charges are detailed in the 2012 Annual Financial Report, on page 148.
Note 6. Financial income (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Interests and dividends received5 | 875 | 1,101 |
| Interest receipts in respect of finance lease receivables | 1,606 | 1,586 |
| Other financial income | 51 | 61 |
| TOTAL | 2,532 | 2,748 |
1 The gross potential income is the sum of real rents received and estimated rents attributed to unlet spaces.
2 The vacancy is calculated on unlet spaces based on the rental value estimated by independent real estate experts.
3 Including income guaranteed by developers to replace rents.
4 Early termination indemnities are recognised directly in full in the income statement, in accordance with IAS 17.50.
5 The amount of dividends received is nul at 30.06.2013.
Note 7. Net interest charges (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Nominal interest on loans with amortised cost | -15,871 | -14,706 |
| Bilateral loans – floating rate | -3,294 | -5,431 |
| Syndicated loans – floating rate | -252 | -472 |
| Treasury bills – floating rate | -506 | -1,917 |
| Investment credits – floating or fixed rate | -711 | -782 |
| Bonds - fixed rate | -8,339 | -3,435 |
| Nominal interests on loans at fair value through the net result | -2,769 | -2,669 |
| Charges relating to authorised hedging instruments | -15,076 | -14,465 |
| Authorised hedging instruments qualifying for hedge accounting | -12,505 | -12,314 |
| Authorised hedging instruments not qualifying for hedge accounting | -2,571 | -2,151 |
| Income relating to authorised hedging instruments | 10 | |
| Authorised hedging instruments qualifying for hedge accounting | 10 | |
| Other interest charges | -2,163 | -1,528 |
| TOTAL | -33,110 | -30,689 |
Note 8. Other financial charges (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Bank costs and other commissions | -192 | -168 |
| Net realised losses on disposals of financial assets | -3 | -3 |
| Others | -716 | -64 |
| TOTAL | -911 | -235 |
Note 9. Changes in fair value of financial assets and liabilities (x €1,000)
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Authorised hedging instruments qualifying for hedge accounting | -16,848 | 9,613 |
| Authorised hedging instruments not qualifying for hedge accounting | 9,983 | -1,434 |
| Others | -2,766 | -8,469 |
| TOTAL | -9,631 | -290 |
Note 10. Investment properties (x €1,000)
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| Properties available for lease | 3,206,998 | 3,156,893 |
| Development projects | 95,042 | 131,857 |
| Assets held for own use | 9,148 | 9,150 |
| TOTAL | 3,311,1881 | 3,297,900 |
Properties available for lease (x €1,000)
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| AT 01.01 | 3,156,893 | 3,110,678 |
| Capital expenditures | 12,165 | 6,206 |
| Acquisitions | 43,413 | |
| Transfers from/to Assets held for sale | -8,390 | -1,400 |
| Transfers from/to Development projects | 45,556 | -58,509 |
| Sales/Disposals (fair value of assets sold/disposed of) | -4,367 | -1,974 |
| Writeback of lease payments sold | 12,638 | 22,994 |
| Increase/Decrease in fair value | -7,497 | 35,485 |
| AT 30.06/31.12 | 3,206,998 | 3,156,893 |
Development projects (x €1,000)
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| AT 01.01 | 131,857 | 57,752 |
| Capital expenditures | 21,766 | 30,275 |
| Acquisitions | 735 | 6,698 |
| Transfer from/to Properties available for lease | -45,556 | 58,509 |
| Sales/Disposals (fair value of assets sold/disposed of) | -10,101 | |
| Increase/Decrease in fair value | -3,659 | -21,377 |
| AT 30.06/31.12 | 95,042 | 131,857 |
Assets held for own use (x €1,000)
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| AT 01.01 | 9,150 | 9,130 |
| Increase/Decrease in fair value | -2 | 20 |
| AT 30.06/31.12 | 9,148 | 9,150 |
1 Including the fair value of the investment properties of which lease receivables have been sold (€406.7 million).
Note 11. Financial instruments
Categories of financial instruments
| Financial assets (x €1,000) | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Cash and bank balances (including cash and bank balances included in a group | ||
| due to be sold and classified as held for sale)1 | 12,784 | 3,041 |
| Fair value through the net result | ||
| Held for trading | 703 | 6,486 |
| Designated as being at fair value through the net result | 7,419 | 11,069 |
| Derivatives which are part of a designated hedging relationship | 8,373 | 8,024 |
| Investments owned until maturity (participations in associated companies and | ||
| joint ventures) | 6,554 | 5,808 |
| Loans and receivables (including the balance of client receivables included in a | ||
| group due to be sold and classified as held for sale) | 98,862 | 84,697 |
| Total | 134,695 | 119,125 |
| Financial liabilities (x €1,000) | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Fair value through the net result | ||
| Held for trading | 22,380 | 44,951 |
| Designated as being at fair value through the net result | 368,877 | 177,289 |
| Derivatives which are part of a designated hedging relationship | 108,507 | 157,807 |
| Amortised cost | 1,421,408 | 1,627,357 |
| Total | 1,921,172 | 2,007,404 |
Financial instruments booked at their amortised cost
Fair value of financial instruments posted in the balance sheet at their amortised cost (x €1,000):
| Financial assets | 30.06.2013 | 30.06.2013 | 31.12.2012 | 31.12.2012 |
|---|---|---|---|---|
| Amortised | Fair | Amortised | Fair | |
| cost | value | cost | value | |
| Loans to associated companies | 14,148 | 14,148 | 5,594 | 5,594 |
| Finance lease receivables | 55,315 | 85,627 | 56,370 | 85,627 |
| Trade receivables | 29,399 | 29,399 | 22,733 | 22,733 |
| Total financial assets | 98,862 | 129,174 | 84,697 | 113,954 |
1 These are only the amounts available on bank accounts, i.e. loans and receivables.
| Financial liabilities | 30.06.2013 | 30.06.2013 | 31.12.2012 | 31.12.2012 |
|---|---|---|---|---|
| Amortised | Fair | Amortised | Fair | |
| cost | value | cost | value | |
| Listed bonds | 397 419 | 360 093 | 401 229 | 393 833 |
| Commercial papers < 1 year | 130 100 | 130 100 | 321 750 | 321 750 |
| Commercial papers > 1 year | 15 000 | 15 000 | 15 000 | 15 000 |
| Bank debts | 806 600 | 806 600 | 798 390 | 798 390 |
| Other financial debts | 15 400 | 15 400 | 26 428 | 26 428 |
| Trade debts and other current debts | 56 889 | 56 889 | 64 560 | 64 560 |
| Total financial liabilities | 1 421 408 | 1 384 082 | 1 627 357 | 1 619 961 |
The fair value is estimated:
- At book value for trade receivables and debts and variable loans and debts;
- Based on the future cash flows discounted at adapted market rates for finance lease receivables;
- By reference to a quoted price on an active market for retail bonds.
Financial instruments designated as being at fair value through the net result
The financial instruments that are valued, subsequent to initial recognition, at fair value on the balance sheet, are grouped into three levels (1 to 3), based on the degree to which the fair value is observable:
- The level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for similar assets or liabilities;
- The level 2 fair value measurements are those derived from data other than quoted prices included within level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
- The level 3 fair value measurements are those derived from valuation techniques that include data for the asset or liability that are not based on observable market data (unobservable data).
Level 1
The convertible bonds issued by Cofinimmo are level 1.
Level 2
The financial assets and liabilities as well as the financial derivatives owned at fair value by Cofinimmo are all level 2, except for the convertible bonds issued by Cofinimmo, which are level 1. Their fair value is established as follows:
- Fair value of financial assets and liabilities
The fair value of financial assets and liabilities with standard terms and conditions and negotiated on active and liquid markets is established based on stock market prices.
- Fair value of participations in associated companies and joint ventures
The fair value is determined based on the share in the associated company of which all the assets are valued at their fair value.
- Fair value of hedging derivative financial instruments
The fair value of derivative instruments is calculated based on stock market prices. When such prices are not available, analyses of discounted cash flows based on the applicable yield curve with respect to the duration of the instruments are used in the case of non-optional derivatives, and option evaluation models are used in the case of optional derivatives. Interest rate swaps are evaluated according to the discounted value of estimated and discounted cash flows in accordance with the applicable yield curves obtained on the basis of the market interest rates.
| 30.06.2013 | 30.06.2013 | 31.12.2012 | 31.12.2012 | |
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| CAP Options | 8,373 | 4,336 | 8,024 | 3,675 |
| FLOOR Options | 104,171 | 154,132 | ||
| Interest Rate Swaps | ||||
| Fair value hedges | ||||
| Interest Rate Swaps | 7,419 | 11,069 | ||
| Not part of an effective hedging relationship | ||||
| CAP Options | 155 | |||
| FLOOR Options | 7,129 | |||
| Interest Rate Swaps | 548 | 22,380 | 6,486 | 37,822 |
| Total | 16,495 | 130,887 | 25,579 | 202,758 |
Cash flow hedge (x €1,000)
| Ordinary shares | Convertible preference shares | TOTAL | ||||
|---|---|---|---|---|---|---|
| (in number) | 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 |
| Number of shares (A) | ||||||
| AT 01.01 | 16,423,925 | 15,220,653 | 689,397 | 1,067,809 | 17,113,322 | 16,288,462 |
| Issued in mergers to Group subsidiaries | 434,082 | 434,082 | ||||
| Issued as optional dividend | 529,362 | 390,778 | 529,362 | 390,778 | ||
| Conversion of preference shares into ordinary shares | 134 | 378,412 | -134 | -378,412 | ||
| Conversion of convertible bonds into ordinary shares |
||||||
| AT 30.06/31.12 | 16,953,421 | 16,423,925 | 689,263 | 689,397 | 17,642,684 | 17,113,322 |
| Own shares held by the Group (B) | ||||||
| AT 01.01 | 1,105,750 | 1,094,374 | 1,105,750 | 1,094,374 | ||
| Issued in mergers to Group subsidiaries | 434,082 | 434,082 | ||||
| Own shares sold/purchased – net |
-1,056,283 | -422,706 | -1,056,283 | -422,706 | ||
| AT 30.06/31.12 | 49,467 | 1,105,750 | 49,467 | 1,105,750 | ||
| Shares outstanding (A-B) | ||||||
| AT 01.01 | 15,318,175 | 14,126,279 | 689,397 | 1,067,809 | 16,007,572 | 15,194,088 |
| AT 30.06/31.12 | 16,903,954 | 15,318,175 | 689,263 | 689,397 | 17,593,217 | 16,007,572 |
| Ordinary shares | Convertible preference shares | TOTAL | ||||
|---|---|---|---|---|---|---|
| (x €1000) | 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 | 30.06.2013 | 31.12.2012 |
| Capital | ||||||
| AT 01.01 | 821,058 | 757,287 | 36,764 | 56,941 | 857,822 | 814,228 |
| Own shares sold/purchased – net |
56,606 | 22,652 | 56,606 | 22,652 | ||
| Issued as optional dividend | 28,368 | 20,942 | 28,368 | 20,942 | ||
| Conversion of preference shares into ordinary shares | 6 | 20,177 | -6 | -20,177 | ||
| Conversion of convertible bonds into ordinary shares | ||||||
| AT 30.06/31.12 | 906,038 | 821,058 | 36,758 | 36,764 | 942,796 | 857,822 |
| Share premium account | ||||||
| AT 01.01 | 293,243 | 256,024 | 36,349 | 56,306 | 329,592 | 312,330 |
| Own shares sold/purchased – net |
27,006 | 6,097 | 27,006 | 6,097 | ||
| Issued as optional dividend | 15,504 | 11,165 | 15,504 | 11,165 | ||
| Conversion of preference shares into ordinary shares | 6 | 19,957 | -6 | -19,957 | ||
| Conversion of convertible bonds into ordinary shares | ||||||
| AT 30.06/31.12 | 335,759 | 293,243 | 36,343 | 36,349 | 372,102 | 329,592 |
Note 13. Result per share
| (x €1,000) 30.06.2013 Net current result attributable to ordinary and preference shares Net current result for the period Minority interests Result on portfolio attributable to ordinary and preference shares Result on portfolio for the period |
49,233 51,923 -2,690 -12,705 |
30.06.2012 64,705 66,513 -1,808 |
|---|---|---|
| 4,854 | ||
| -12,622 | 5,807 | |
| Minority interests | -83 | -953 |
| Net result attributable to ordinary and preference shares | 36,528 | 69,559 |
| Net result for the period | 39,301 | 72,320 |
| Minority interests | -2,773 | -2,761 |
| Diluted net result attributable to ordinary and preference shares | 42,063 | 80,697 |
| Diluted net result for the period | 44,836 | 83,458 |
| Minority interests | -2,773 | -2,761 |
| Result per share (in €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Number of ordinary and preference shares entitled to share in the result | 17,593,217 | 15,704,052 |
| of the period Net current result per share – Group share |
2.80 | 4.12 |
| Result on portfolio per share – Group share | -0.72 | 0.31 |
| Net result per share – Group share | 2.08 | 4.43 |
| Diluted1 result per share (in €) |
30.06.2013 | 30.06.2012 |
|---|---|---|
| Diluted number of ordinary and preference shares entitled to share in | 19,758,317 | 17,733,289 |
| the result Diluted net current result per share – Group share |
2.77 | 4.28 |
| Diluted result on portfolio per share – Group share | -0.64 | 0.27 |
| Diluted net result per share – Group share | 2.13 | 4.55 |
1 Weighted following the issue of convertible bonds on 20.06.2013 for a total amount of €190.8 million.
Note 14. Consolidation scope and criteria
Scope of consolidation
| Name and address of the registered office of fully consolidated subsidiaries |
VAT or national number (NN) |
Direct and indirect shareholdings and voting rights (as a %) |
|---|---|---|
| BELLIARD I-II PROPERTIES SA Boulevard de la Woluwe 58, 1200 Brussels |
BE 832 136 571 | 100.00 |
| BELLIARD III-IV PROPERTIES SA | ||
| Boulevard de la Woluwe 58, 1200 Brussels | BE 475 162 121 | 100.00 |
| BOLIVAR PROPERTIES SA | BE 878 423 981 | 100.00 |
| Boulevard de la Woluwe 58, 1200 Brussels | ||
| COFINIMMO FRANCE SA | FR 88 487 542 169 | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | ||
| SAS IS II | FR 74 393 097 209 | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | ||
| SCI AC NAPOLI Avenue de l'Opéra 27, 75001 Paris (France) |
FR 71 428 295 695 | 100.00 |
| SCI BEAULIEU | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 50 444 644 553 | 100.00 |
| SCI CHAMTOU | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 11 347 555 203 | 100.00 |
| SCI CUXAC II | FR 18 343 262 341 | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | ||
| SCI DE L'ORBIEU | FR 14 383 174 380 | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | ||
| SA DOMAINE DE VONTES Avenue de l'Opéra 27, 75001 Paris (France) |
FR 67 654 800 135 | 100.00 |
| SCI DU DONJON | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 06 377 815 386 | 100.00 |
| SNC DU HAUT CLUZEAU | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 39 319 119 921 | 100.00 |
| SARL HYPOCRATE DE LA SALETTE | not subject to VAT | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | NN 388 117 988 | |
| SCI LA NOUVELLE PINÈDE | FR 78 331 386 748 | 100.00 |
| Avenue de l'Opéra 27, 75001 Paris (France) | ||
| SCI PRIVATEL INVESTISSEMENT Avenue de l'Opéra 27, 75001 Paris (France) |
FR 13 333 264 323 | 100.00 |
| SCI RESIDENCE FRONTENAC | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 80 348 939 901 | 100.00 |
| SCI SOCIBLANC | not subject to VAT | |
| Avenue de l'Opéra 27, 75001 Paris (France) | NN 328 781 844 | 100.00 |
| COFINIMMO LUXEMBOURG SA | ||
| Boulevard Grande-Duchesse Charlotte 56, | not subject to VAT | 100.00 |
| 1331 Luxembourg (Luxembourg) | NN 100 044 | |
| COFINIMMO SERVICES SA | ||
| Boulevard de la Woluwe 58, 1200 Brussels | BE 437 018 652 | 100.00 |
| COFINIMUR I SA | ||
| Avenue George V 10, 75008 Paris (France) | FR 74 537 946 824 | 97.65 |
| EGMONT PROPERTIES SA | ||
| BE 819 801 042 | 100.00 | |
| Boulevard de la Woluwe 58, 1200 Brussels | ||
| GALAXY PROPERTIES SA | BE 872 615 562 | 100.00 |
| Boulevard de la Woluwe 58, 1200 Brussels | ||
| LEOPOLD SQUARE SA | BE 465 387 588 | 100.00 |
| Boulevard de la Woluwe 58, 1200 Brussels |
| PUBSTONE GROUP SA | BE 878 010 643 | ||
|---|---|---|---|
| Boulevard de la Woluwe 58, 1200 Brussels | 90.0006 | ||
| PUBSTONE SA | 1 90.00 |
||
| Boulevard de la Woluwe 58, 1200 Brussels | BE 405 819 096 | ||
| PUBSTONE HOLDING BV | not subject to VAT | 1 | |
| Prins Bernhardplein 200, 1097 JB Amsterdam (Netherlands) | NN 8185 89 723 | 90.00 | |
| PUBSTONE PROPERTIES I BV | NL 00.11.66.347.B.01 | 90.001 | |
| Prins Bernhardplein 200, 1097 JB Amsterdam (Netherlands) | |||
| PUBSTONE PROPERTIES II BV | 90.001 | ||
| Prins Bernhardplein 200, 1097 JB Amsterdam (Netherlands) | NL 00.26.20.005.B.01 | ||
| RHEASTONE SA | |||
| Boulevard de la Woluwe 58, 1200 Brussels | BE 893 787 296 | 100.00 | |
| SILVERSTONE SA | |||
| Boulevard de la Woluwe 58, 1200 Brussels | BE 452 711 074 | 95.00 | |
| SUPERSTONE SA | |||
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | NL 85.07.32.554.B.01 | 100.00 |
| Name and address of the registered office of associated companies and joint ventures consolidated using the equity consolidation method |
VAT or national number (NN) |
Direct and indirect shareholdings and voting rights (as a %) |
|---|---|---|
| COFINEA I SAS Avenue de l'Opéra 27, 75001 Paris (France) |
FR 74 538 144 122 | 51.00 |
| FPR LEUZE SA Boulevard de la Woluwe 58, 1200 Brussels |
BE 839 750 279 | 50.00 |
Consolidation criteria
The consolidation criteria given in the 2012 Annual Financial Report have not been changed and are still applied by the Cofinimmo Group.
Note 15. Transactions between related parties
In May 2013, the Board of Directors gave the holders of both ordinary and preference shares the option of payment of the 2012 dividend in new ordinary shares or in cash or a combination of the two. See also page 17 of this Report.
This transaction is a transaction between related parties within the meaning of Articles 18 § 1 and 31 § 2 of the Royal Decree of 07.12.2010. This operation was made with respect to the procedures applicable in case of conflicts of interests and at normal market conditions.
1 Economic interest.
3. Statement of Conformity (pursuant to Article 13 of the Royal Decree of 14.11.2007)
The Board of Directors of Cofinimmo SA assumes the responsibility for the content of this 2013 Half Year Financial Report, subject to the information supplied by third parties, including the reports of the statutory auditor and the real estate experts.
Mr. André Bergen, in his capacity as Chairman of the Board of Directors, Mrs. Inès Reinmann and Mrs. Françoise Roels, Messrs. Jean Edouard Carbonnelle, Xavier Denis, Xavier de Walque, Vincent Doumier, Robert Franssen, Gaëtan Hannecart, Marc Hellemans, Alain Schockert and Baudouin Velge, in their capacity as Directors,
declare that to the best of their knowledge:
-
- The 2013 Half Year Financial Report contains a true and fair statement of the important events and, as the case may be, major transactions between related parties which occurred during the first six months of the year, and their incidence on the financial statements;
-
- This Report has no omissions likely to significantly modify the scope for any statements made in it;
-
- The financial statements, prepared in accordance with the applicable accounting standards, have been submitted to the statutory auditor for a limited review and give a true and fair view of the portfolio, financial situation and results of Cofinimmo and its subsidiaries included in the scope of consolidation; the interim management report provides moreover a perspective for the full year result as well as comments on the risks and uncertainties facing the company (see page 2 of the 2012 Annual Financial Report and page 27 of this 2013 Half Yearly Financial Report).
For further information:
Valerie Kibieta Chloé Dungelhoeff Tel.: +32 2 373 60 36 Tel.: +32 2 777 08 77 Ellen Grauls Tel.: +32 2 373 94 21 [email protected]
Financial Communication Corporate Communication [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 €3.3 billion, representing a total area of 1,850,00m². Its main investment segments are offices and healthcare properties, and property of distribution networks. Cofinimmo is an independent company, which manages its properties in-house. It is listed on Euronext Brussels (BEL20) and benefits from the fiscal REIT regime in Belgium (Sicafi/Bevak), in France (SIIC) and in the Netherlands (FBI). Its activities are controlled by the Financial Services and Markets Authority (FSMA). At 30.06.2013, its total market capitalisation stands at €1.5 billion.
www.cofinimmo.com
4. Appendices
4.1. Real estate expert's report
4.2. Statutory auditor's report
| Investment Value | Fair Value | I% Fair Value I | |
|---|---|---|---|
| Offices | 1.569.472.900 € 1.531.193.100 € | 46.0% | |
| Healthcare | 1.253.041.800 € 1.208.659.500 € | 36.3% | |
| Distribution prop. net. 574.402.000 € | 529.030.200 € | 15.9% | |
| Others | 62.043.300 € | 60.530.000 € | 1.8% |
| Total | 3.458.960.000 € 3.329.412.800 € | 100% |