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Covivio — Interim / Quarterly Report 2014
Aug 8, 2014
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Interim / Quarterly Report
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FIRST-HALF FINANCIAL REPORT
2014
CONTENTS 2014 FIRST-HALF FINANCIAL REPORT
1 2014 FIRST-HALF MANAGEMENT REPORT 1
| 1.1. | Major transactions during the period | 2 |
|---|---|---|
| 1.2. | Business analysis, Group share | 5 |
| 1.3. | Analytical data for the business | |
| by segment | 14 | |
| 1.4. | Financial information and comments | 41 |
| 1.5. | Net Asset Value (NAV) | 48 |
| 1.6. | Financial Resources | 50 |
| 1.7. | Financial indicators of the main | |
| activities | 54 |
2 CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014 55
| 2.1. | Condensed consolidated financial statements as at 30 June 2014 |
56 |
|---|---|---|
| 2.2. | Notes to the condensed consolidated financial statements |
64 |
5. DEFINITIONS, ACRONYMS AND ABBREVIATIONS USED 113
1. 2014 FIRST-HALF MANAGEMENT REPORT
| 1.1. | THE PERIOD | MAJOR TRANSACTIONS DURING | 2 |
|---|---|---|---|
| 1.2. | BUSINESS ANALYSIS, GROUP SHARE | 5 | |
| 1.2.1. | Recognised rental income: up 18% | 5 | |
| 1.2.2. | Lease expirations and occupancy rates | 7 | |
| 1.2.3. | Breakdown of Group share of rental income |
8 | |
| 1.2.4. | Disposals and disposal agreements: €680 million, Group share |
10 | |
| 1.2.5. | Asset acquisitions: €72 million, Group share |
10 | |
| 1.2.6. | Development projects: €1,7 billion in Group share |
11 | |
| 1.2.7. | Portfolio | 12 | |
| 1.2.8. | List of major assets | 13 |
1.3. ANALYTICAL DATA FOR THE BUSINESS BY SEGMENT 14
| 1.3.1. | France Offices | 14 |
|---|---|---|
| 1.3.2. | Italy Offices | 23 |
| 1.3.3. | Hotels/Service Sector | 29 |
| 1.3.4. | Residential | 34 |
| 1.3.5. | Logistics | 37 |
| 1.4. | FINANCIAL INFORMATION AND COMMENTS |
41 | |
|---|---|---|---|
| 1.4.1. 1.4.2. 1.4.3. 1.4.4. |
Scope of consolidation Accounting standards EPRA income statements Balance sheet |
41 41 42 46 |
|
| 1.5. | NET ASSET VALUE (NAV) | 48 | |
| 1.6. | 1.6.1. 1.6.2. |
FINANCIAL RESOURCES Main debt characteristics Financial structure |
50 50 52 |
| 1.7. | FINANCIAL INDICATORS OF THE MAIN ACTIVITIES |
54 |
Foncière des Régions – 2014 First-Half Financial Report 1
1.1. Major transactions during the period
17 JULY 2014 – PARIS-LA DÉFENSE: FONCIÈRE DES RÉGIONS WELCOMES THREE NEW TENANTS IN THE CB 21 TOWER
Over 7,000 sq. m let
Foncière des Régions has signed three new green leases in CB 21, representing 7,144 sq. m in new leases: 3,486 sq. m with Groupon, 2,157 sq. m with a leading telecommunications company and 1,501 sq. m with Wano, the World Association of Nuclear Operators. After these transactions, CB 21 has an occupancy rate of over 97%.
CB 21, a landmark tower in the business district, which already houses the headquarters of several large corporations (including Suez Environnement, AIG Europe Limited, Informatica and Nokia), now boasts several rental successes from companies in the "new economy".
These companies chose La Défense, either by moving to the area or by reaffirming their location, and they chose CB 21 in particular because it meets their needs and expectations: quality of services, size and flexibility of the office spaces, comfort and services offered.
These leases prove that the market in La Défense, the 1st European business district, is very attractive. In fact, over the first six months of the year, approximately 100,000 sq. m of offices have been leased in La Défense, a large portion of which resulted from companies moving into the area. This is a sign of the influence that this business district is exerting, and its attractive features are enticing companies to seek out locations that are accessible and equipped with services as well as new and high-performing office spaces.
26 JUNE 2014 – B&B HOTELS AND ITS PARTNERS VINCI IMMOBILIER AND FONCIÈRE DES RÉGIONS INAUGURATED A NEW ECONOCHIC HOTEL IN PARIS ON THIS THURSDAY, 26 JUNE
The B&B Hotel Paris Porte des Lilas was inaugurated today by Dominique Ozanne, Chief Operating Officer of Foncière des Régions, Jean-Luc Guermonprez, Executive Vice President and Head of Hotel Operations with VINCI Immobilier, and Georges Sampeur, Chief Executive Officer of the B&B Hotels Group. With 265 rooms, the Paris Porte des Lilas hotel built by VINCI Immobilier and owned by Foncière des Régions is the 222nd and largest property in the family of B&B Hotels. Guests at the inauguration ceremony marveled at the ceremony's Old Paris and lilac theme, but also the more modern theme of connectivity.
23 JUNE 2014 – FIRST STONE LAID OF THE GOLDEN TULIP HOTEL IN EUROMED CENTER
An ambitious hotel development that will add to the vibrant urban culture in Euromed Center
At the start of 2013, Crédit Agricole Assurances and Foncière des Régions, the joint investors of a project mapped out by developers Altarea Cogedim and Crédit Agricole Immobilier, made a long-term commitment with the Louvre Hotels Group for the development of a 4-star Golden Tulip hotel within the district of Euromed Center in Marseille.
Situated in the heart of the largest office development being built in Marseille, the hotel will play a key role in the on-going vitality of this new district in the city that offers a mixture of urban activities.
20 JUNE 2014 – FONCIÈRE DES RÉGIONS CONTINUES TO STRENGTHEN ITS POSITIONING ON THE GERMAN RESIDENTIAL MARKET
Acquisitions of 3,400 residential units in Berlin and in Dresden
Foncière des Régions, via Immeo AG, signed a purchase agreement for a portfolio of 3,400 residential units located in Berlin and in Dresden for approximately €240 million, fees and taxes included (€144 million, Group share). It represents an average value of about €1,200 per sq. m. Generating €15 million of annualized rent, this portfolio will generate an immediate gross yield of 6.3%.
This acquisition, which should be finalized by late July 2014, will be financed in part through bank debt and in part through a capital increase of Immeo AG.
With this transaction, Foncière des Régions confirms its strategy to strengthen its positioning on the German residential sector. A promising market in terms of residential property, Germany has value creation potential which is reflected in the regular increase of rents at constant scope and capital gains in the long term.
Operating in this market since 2005 with a high-quality local team, Foncière des Régions aims to diversify the geographic location of its operations by strengthening its presence in dynamic and attractive cities, such as Berlin, Dresde and Leipzig.
11 JUNE 2014 – FONCIÈRE DES RÉGIONS ACQUIRES THE "NH AMSTERDAM CENTRE" HOTEL**** FROM THE NH HOTEL GROUP
A new hotel real-estate partnership with a key European player
Foncière des Régions, through its specialist Hotel & Servicesector subsidiary Foncière des Murs, acquires an "NH Hotels" hotel from the NH Hotel Group in Amsterdam. This ideallysituated four-star establishment, with 232 rooms, is subject to a 20-year triple net fixed-term lease. The acquisition represents an investment of €47.9 million (transfer taxes included).
This acquisition also paves the way for a new partnership for Foncière des Régions with a new brand, NH Hotel Group, which is one of the leaders in Europe and worldwide with 400 hotels and some 60,000 rooms spread across 28 countries. Foncière des Régions is thus embarking on a new stage in the realisation of its development strategy on the European ladder, whilst diversifying its hotel partnerships.
Relying on the dynamism and capacity for innovation of the NH Hotel Group, and on Foncière des Régions' 360° integrated expertise in hotel real-estate, the two partners intend to develop their partnership in Europe.
25 MARCH 2014 – SIGRID DUHAMEL NOMINATED AS DIRECTOR AT FONCIÈRE DES RÉGIONS
The appointment of Sigrid Duhamel as Director at Foncière des Régions has been approved by the Board of Directors and will be submitted to the Foncière des Régions General Shareholders' Meeting on 28 April 2014.
Sigrid Duhamel is the Group Corporate Real Estate Director at PSA Peugeot Citroën. She is an acknowledged real estate professional with international experience and awareness who will enrich the qualifications level of the Board.
She will act as an independent director in the meaning of the Afep-Medef Corporate Governance code. Following this appointment, 29% of Foncière des Régions' Board of Directors will be women and 50% of Board members will be independent directors.
13 MARCH 2014 – FONCIÈRE DES RÉGIONS ACCELERATES ITS STRATEGIC REFOCUSING BY SELLING NEARLY 60% OF ITS LOGISTICS ASSETS FOR €473 MILLION
Foncière des Régions has signed agreements with real estate funds managed by Blackstone to sell €473 million in logistics assets. These agreements concern 17 logistics platforms, representing a total surface area of nearly 750,000 sq. m, located in France and Germany. The assets will be integrated into Logicor, Blackstone's European logistics platform.
This transaction, which should be finalised in July 2014, will be carried out in-line with the last appraised values.
With this transaction, Foncière des Régions accelerates its refocusing on its core business activities: the leasing of Offices to large companies, as well as the Hotels & Service sector and the German residential sector, two diversifications in solid and profitable markets.
At the conclusion of this disposal, the Core business activities of Foncière des Régions will represent 90% of the Group's share of assets, compared to 85% at the end of 2013.
3 FEBRUARY 2014 – SUPPORT OF B&B IN ITS EUROPEAN EXPANSION EFFORT
Foncière des Régions, through its 28% stake in the company's FDM subsidiary, and B&B have signed a partnership agreement for the financing of nine new hotels in Germany over the next three years. The investment will amount to around €50 million, strengthening the partnership that was initiated between the two groups in 2010.
The protocol concerns the development of nine new B&B hotels, representing 900 rooms located in town centres of major German cities. This new partnership involves an investment of around €50 million. The new hotels, set to open between 2014 and 2016, will be let on 20-year leases with a net triple base rent.
With this project, Foncière des Régions and B&B consolidate their partnership and continue to pursue their development policy in Germany, a strategic country for both entities.
22 JANUARY 2014 – BENI STABILI LAUNCHES A €350 MILLION BOND ISSUE
As part of the diversification of its sources of financing, Beni Stabili launched a €350 million bond issue on 22 January 2014 maturing in 2018.
16 JANUARY 2014 – ACQUISITION OF THE EIFFAGE GROUP'S FUTURE CAMPUS AT VÉLIZY-VILLACOUBLAY BY FONCIÈRE DES RÉGIONS AND CRÉDIT AGRICOLE ASSURANCES
Foncière des Régions and Crédit Agricole Assurances acquired the future Eiffage Campus through a VEFA off plan sale from the Eiffage subsidiary and project developer Eiffage Immobilier. The 19 December 2013 deal gives the two investors ownership of the property where Eiffage Construction already has its headquarters.
During the 2nd quarter of 2015, the Eiffage Campus will bring together the Eiffage Group's five divisions, namely Construction, Public Building Works, Energy, Metals, and Concessions, together with the holding company, i.e. 1,600 employees in total.
The Eiffage Campus will include three new buildings designed by Jean-Michel Wilmotte on six levels including a basement, ground floor and four floors, and two underground car parking levels with 600 spaces covering a usable area of 23,000 sq. m, together with an existing 11,000 sq. m building and 270 parking spaces, which is Eiffage Construction's current Head Office, designed by Jean-Paul Viguier.
The employees gathered on this single site will have collaborative working areas, areas to relax and exchange ideas, and a wide range of integrated services (auditorium, restaurants, a sports room, a library, and a concierge service, etc.) as well as a huge garden.
The project intends to be exemplary from an environmental standpoint and is aiming for NF Commercial Buildings – Exception HEQ Level Approach Certification, Effinergie+ certification, and BREEAM certification. The project was designed in accordance with the Eiffage Phosphore Laboratory HQVie® principles. The gardens will account for over half of the outside space, and 50% of the roof will be vegetated. The buildings will also be equipped with solar panels, rainwater catchment systems, high-performance water-saving appliances, and reversible heated/cooled ceilings.
The acquisition of the Eiffage Campus enables Foncière des Régions and Crédit Agricole Assurances to boost their operations in this major commercial sector that is popular with key accounts.
4 Foncière des Régions – 2014 First-Half Financial Report
1.2. Business analysis, Group share
Note that Foncière des Régions increased its equity interest in Foncière Développement Logements following the public offer of exchange in August 2013. On completion of this public offer of exchange, Foncière des Régions held 59.7% of Foncière Développement Logements, which is fully consolidated as of 1 August 2013.
1.2.1. RECOGNISED RENTAL INCOME: UP 18%
| 100% | Group share | |||||||
|---|---|---|---|---|---|---|---|---|
| (€M) | H1 2013 | H1 2014 | Change (%) |
H1 2013 | H1 2014 | Change (%) |
Change (%) LFL(1) |
% of rent |
| Offices France | 135.4 | 127.6 | -5.7% | 130.3 | 121.5 | -6.8% | 0.3% | 42% |
| Paris | 43.4 | 41.5 | -4.5% | 41.0 | 39.1 | -4.5% | 0.0% | 14% |
| Paris Region | 51.4 | 50.8 | -1.1% | 48.6 | 47.0 | -3.3% | 0.0% | 16% |
| Other French regions | 40.7 | 35.3 | -13.2% | 40.6 | 35.3 | -13.0% | 0.0% | 12% |
| Offices Italy | 116.3 | 115.9 | -0.4% | 59.2 | 59.0 | -0.4% | -0.8% | 20% |
| Core portfolio | 114.8 | 114.7 | -0.1% | 58.4 | 58.4 | -0.1% | 0.0% | 20% |
| Dynamic portfolio | 1.5 | 1.2 | -22.6% | 0.8 | 0.6 | -26.2% | 0.0% | 0% |
| Development portfolio | 0.0 | 0.0 | 0.0% | 0.0 | 0.0 | 0.0% | 0.0% | 0% |
| TOTAL OFFI CES |
251.8 | 243.5 | -3.3% | 189.5 | 180.4 | -4.8% | -0.1% | 63% |
| Hotels/Service sector | 101.6 | 96.0 | -5.5% | 26.4 | 24.8 | -6.1% | -1.1% | 9% |
| Hotels | 70.7 | 69.0 | -2.4% | 17.7 | 17.1 | -3.2% | 0.0% | 6% |
| Healthcare | 11.3 | 8.7 | -22.7% | 3.2 | 2.5 | -22.7% | 0.0% | 1% |
| Business premises | 19.5 | 18.3 | -6.0% | 5.5 | 5.2 | -5.6% | 0.0% | 2% |
| TOTAL "OFFI CE – KEY ACCOUNTS " |
353.3 | 339.5 | -3.9% | 215.9 | 205.2 | -4.9% | -0.4% | 71% |
| Residential | 0.0 | 98.6 | 0.0% | 0.0 | 58.5 | 0.0% | 2.0% | 20% |
| Germany | 0.0 | 83.4 | 0.0% | 0.0 | 49.4 | 0.0% | 0.0% | 17% |
| France | 0.0 | 15.2 | 0.0% | 0.0 | 9.1 | 0.0% | 0.0% | 3% |
| Logistics | 28.0 | 24.0 | -14.3% | 28.0 | 24.0 | -14.3% | N/A | 8% |
| TOTAL RENT |
381.3 | 462.1 | 21.2% | 243.9 | 287.8 | 18% | 0.2% | 100% |
(1) Total change Logistics incl.: +0.1% with Residential (Germany only).
Like-for-like rental income edged up 0.2%, with: Offices France up 0.3%, Offices Italy down 0.8%, Hotels and Service Sector down 1.1% and German Residential up 2%.
The explanation for this improvement lies in the very low indexation in the period, the rent renewals signed in 2013, as well as the maintenance of an occupancy rate above 96.7% end of June 2014.
As Group share, rental income totalled €287.7 million, an increase of 18% in the period. The rise was mainly due to the consolidation of the Residential business (+€58 million), and:
- w investments (+€0.4 million)
- w disposals (-€15 million, including -€4 million from disposals in Logistics)
- w indexation and asset management (+€0.5 million).
1.2.1.1. Cost to revenue ratio by business
| Offices | Office | Hotels & Service |
|||||
|---|---|---|---|---|---|---|---|
| France | Italy | Sector | Residential | Logistics | Total | ||
| (€M) | H1 2014 | H1 2014 | H1 2014 | H1 2014 | H1 2014 | H1 2013 | H1 2014 |
| Rental Income | 121.5 | 59.0 | 24.8 | 58.4 | 24.0 | 243.9 | 287.7 |
| Unrecovered property operating coats |
-2.7 | -6.1 | -0.0 | -2.3 | -3.1 | -12.6 | -14.3 |
| Expenses on properties | -0.7 | -1.8 | -0.0 | -4.8 | -0.8 | -4.6 | -8.2 |
| Net losses on unrecoverable receivable |
-0.1 | -0.8 | 0.0 | -0.8 | 0.0 | -2.6 | -1.7 |
| Net rental income | 118.0 | 50.3 | 24.7 | 50.5 | 20.1 | 224.0 | 263.5 |
| COST TO REVENUE RATIO |
2.9% | 14.8% | 0.2% | 13.7% | 16.4% | 8.1% | 8.4% |
The cost to revenue ratio rose from 8.1% in H1 2013 to 8.4% in H1 2014, driven up by the inclusion of the Residential business, where the 13.7% cost to revenue ratio is higher than the Group average.
1.2.2. LEASE EXPIRATIONS AND OCCUPANCY RATES
1.2.2.1. Annualised lease expirations: 8.1 years firm residual lease term (5.8 years firm)
| (€M)(1) | By lease end date (1st break) |
% of total | By lease end date |
% of total |
|---|---|---|---|---|
| 2014 | 29.4 | 4% | 19.3 | 3% |
| 2015 | 35.4 | 5% | 13.7 | 2% |
| 2016 | 33.8 | 5% | 5.5 | 1% |
| 2017 | 78.1 | 12% | 64.7 | 10% |
| 2018 | 72.0 | 11% | 57.7 | 9% |
| 2019 | 81.0 | 12% | 63.5 | 9% |
| 2020 | 27.6 | 4% | 35.9 | 5% |
| 2021 | 136.2 | 20% | 38.4 | 6% |
| 2022 | 51.9 | 8% | 53.2 | 8% |
| 2023 | 20.9 | 3% | 28.9 | 4% |
| Beyond | 104.8 | 16% | 290.4 | 43% |
| TOTAL | 671.0 | 100% | 671.0 | 100% |
(1) Residential excluded.
The average residual lease term, Group share, at the end of June 2014 was 8.1 years (5.8 years firm) as opposed to 8.0 years at the end of 2013 (5.8 years firm). In the Offices, it stood at 8.3 years (5.7 years firm). Following significant rental activity and the sale of logistics assets, with short lease terms, the firm residual term of our leases has remained stable.
| (Years) | By lease end date (1st break) | By lease end date | ||||
|---|---|---|---|---|---|---|
| GS | 2013 | H1 2014 | 2013 | H1 2014 | ||
| Offices – France | 5.7 | 5.3 | 6.8 | 6.5 | ||
| Offices – Italy | 6.9 | 6.7 | 12.6 | 12.4 | ||
| Total Offices | 5.8 | 5.7 | 8.5 | 8.4 | ||
| Hotels & Service sector | 7.1 | 7.3 | 7.1 | 7.3 | ||
| "Office – Key Accounts" | 6.2 | 5.9 | 8.4 | 8.3 | ||
| Logistics | 3.1 | 2.1 | 5.5 | 4.4 | ||
| TOTAL | 5.8 | 5.8 | 8.0 | 8.1 |
1.2.2.2. Occupancy rate: 96.7%
| (%) | Occupancy rate |
|---|---|
| GS 2013 |
H1 2014 |
| Offices – France | |
| France 95.8% |
96.1% |
| Italy 97.7% |
95.7% |
| Hotels & Service sector 100.0% |
100.0% |
| "Office – Key Accounts" 96.8% |
96.4% |
| Residential 0.0% |
0.0% |
| Germany 98.7% |
98.6% |
| Logistics 85.5% |
N/A |
| TOTAL 96.0% |
96.7% |
The occupancy rate is 96.7%, excluding Logistics (95.8% including Logistics). The occupancy rate rose 0.3% for Offices France to 96.1%, following leases signed in the first half in Tour CB 21, which is now nearly 97% rented.
1.2.3. BREAKDOWN OF GROUP SHARE OF RENTAL INCOME
1.2.3.1. Breakdown by major tenants: a strong rental income base
| (€M) | Annualised rental income | |||
|---|---|---|---|---|
| GS | H1 2014 | % | ||
| Orange | 94.4 | 17% | ||
| Telecom Italia | 59.6 | 11% | ||
| Accor | 22.8 | 4% | ||
| Suez Environnement | 21.1 | 4% | ||
| EDF | 18.1 | 3% | ||
| Dassault Systèmes | 9.8 | 2% | ||
| Intesa | 9.8 | 2% | ||
| Eiffage | 7.9 | 1% | ||
| Thales | 9.1 | 2% | ||
| SNCF | 7.7 | 1% | ||
| Tecnimont | 7.8 | 1% | ||
| B&B | 6.3 | 1% | ||
| Korian | 4.4 | 1% | ||
| AON | 5.5 | 1% | ||
| Peugeot/Citroën | 5.2 | 1% | ||
| Cisco Systems | 4.8 | 1% | ||
| Quick | 4.7 | 1% | ||
| Sunparks | 3.9 | 1% | ||
| Autres locataires < 4 M€ | 256.6 | 46% | ||
| TOTAL RENTAL INCOME |
559.6 | 100% |
1.2.3.2. Geographical distribution: IDF (Île-de-France), Berlin, Milan and Rome account for 52% of rental income
1.2.4. DISPOSALS AND DISPOSAL AGREEMENTS: €680 MILLION, GROUP SHARE
| (€M) | Disposals (agreements as of end of 2013 closed) |
Agreements as of end of 2013 to close |
New disposals H1 2014 |
New agree ments H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Offices – France | 100% | 104.9 | 183.0 | 26.0 | 69.5 | 95.5 | 6.4% | 7.0% | 383.4 |
| Offices – Italy | 100% | 19.5 | 12.3 | 61.6 | 5.2 | 66.8 | 1.0% | 6.4% | 98.6 |
| GS | 9.9 | 6.3 | 31.3 | 2.6 | 34.0 | 50.2 | |||
| Residential – Deutschland | 100% | 12.9 | 105.8 | 8.7 | 5.2 | 13.9 | 8.8% | 4.6% | 132.5 |
| GS | 7.7 | 63.2 | 5.2 | 3.1 | 8.3 | 79.1 | |||
| Hotels & Service sector | 100% | 78.6 | 11.5 | 56.3 | 2.4 | 58.7 | 0.2% | 5.6% | 148.9 |
| GS | 22.3 | 3.2 | 15.9 | 0.7 | 16.6 | 42.1 | |||
| Residential – France | 100% | 16.9 | 0.0 | 16.0 | 28.1 | 44.2 | 8.7% | 1.7% | 61.1 |
| GS | 10.1 | 0.0 | 9.6 | 16.8 | 26.4 | 36.5 | |||
| Logistics | 100% | 0.0 | 0.0 | 497.3 | 2.0 | 499.3 | -0.7% | 7.4% | 499.3 |
| Total asset disposals | 100% | 232.8 | 312.6 | 666.0 | 112.4 | 778.4 | 1.1% | 6.8% | 1,323.8 |
| GS | 154.9 | 255.7 | 585.4 | 94.7 | 680.1 | 0.9% | 7.0% | 1,090.6 | |
| Equity interests | 100% | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||
| TOTAL DISPOSALS |
100% | 232.8 | 312.6 | 666.0 | 112.4 | 778.4 | 1,323.8 | ||
| GS | 154.9 | 255.7 | 585.4 | 94.7 | 680.1 | 1,090.6 |
During H1 2014, Foncière des Régions concluded disposals for a total of €680.1 million, including new disposals (€585.4 million) and disposal agreements (€94.7 million). Overall, new disposals in 2014 achieved a positive margin of 0.9% over appraisal values at end-2013.
88% of new disposals and disposal agreements concluded concerned dynamic niche areas (mainly in Offices France) and businesses in which Foncière des Régions wants to reduce its exposure (such as Logistics).
1.2.5. ASSET ACQUISITIONS: €72 MILLION, GROUP SHARE
The main acquisitions in the period related to:
- w The acquisition in June 2014 of the NH Amsterdam Centre hotel for a total of €15 million in Group share (€48 million at 100%). Located in the heart of Amsterdam, this four-star hotel is leased to the NH Hotels group under the terms of an indexed, fixed-rent, 20-year, firm, triple net lease
- w Residential investments in Germany totalling €57 million in Group share (€95 million at 100%) are mainly located in Berlin and Dresden (without taking into account the portfolio of €240 million being acquired).
1.2.6. DEVELOPMENT PROJECTS: €1,7 BILLION IN GROUP SHARE
1.2.6.1. Committed projects: €625 million, Group share (of which 75% prelet)
| Projects | Type | Location | Area | Surface(1) (sq. m) |
Delivery | Target rent (€/sq. m/ year) |
Pre leased (%) |
Total Budget(2) (€M) |
|---|---|---|---|---|---|---|---|---|
| New Vélizy (QP FDR: 50%) | Offices – France | Vélizy | Paris Regions | 45,600 | 2014 | 250 | 100% | 96 |
| Egis | Offices – France | Montpellier | MRC | 6,100 | 2014 | 155 | 100% | 15 |
| Steel | Offices – France | Paris | Paris | 3,700 | 2014 | 600 | 0% | 36 |
| Euromed Center – Astrolabe (QP FDR: 50%) |
Offices – France | Marseille | MRC | 14,000 | 2015 | 250 | 0% | 19 |
| Euromed Center – Parking + Commerces (QP FDR: 50%) |
Offices – France | Marseille | MRC | 900 | 2015 | N/A | 100% | 16 |
| Green Corner | Offices – France | Saint-Denis | Paris Regions | 20,400 | 2015 | 310 | 70% | 87 |
| ERDF Avignon | Offices – France | Avignon | Paris Regions | 4,100 | 2015 | 160 | 100% | 9 |
| Nanterre Respiro | Offices – France | Nanterre | Paris Regions | 11,150 | 2015 | 310 | 100% | 51 |
| Quatuor | Offices – France | Lille-Roubaix | MRC | 9,700 | 2015 | 160 | 72% | 23 |
| Askia – Cœur d'Orly (QP FDR: 25%) |
Offices – France | Orly | Paris Regions | 18,500 | 2015 | 250 | 50% | 15 |
| Quatuor | Offices – France | Vélizy | Paris Regions | 23,000 | 2015 | 270 | 100% | 53 |
| Cœur d'Orly A3 (QP FDR 25%) |
Offices – France | Marseille | MRC | 9,900 | 2016 | N/A | 100% | 19 |
| Euromed Center – Calypso (QP FDR: 50%) |
Offices – France | Marseille | MRC | 9,600 | 2016 | 250 | 0% | 15 |
| Dassault Systèmes Extension (QP FDR: 50%) |
Offices – France | Vélizy | Paris Regions | 13,100 | 2016 | 300 | 100% | 34 |
| Schlumberger Montpellier Pompignane |
Offices – France | Montpellier | MRC | 3,150 | 2016 | 155 | 100% | 8 |
| Silex I | Offices – France | Lyon | MRC | 10,600 | 2016 | 280 | 0% | 47 |
| Saint Germain-en |
||||||||
| Bose | Offices – France | Laye | Paris Regions | 5,100 | 2016 | 225 | 100% | 20 |
| San Nicolao | Offices – Italy | Milan | Italy | 11,200 | 2014 | 470 | 100% | 57 |
| B&B Porte de Choisy | Service Sector | Paris | Paris | 4,000 | 2015 | 256 | 100% | 2 |
| B&B Romainville | Service Sector | Romainville | Paris Regions | 2,300 | 2015 | 190 | 100% | 2 |
| TOTAL | 226,100 | 75% | 625 |
(1) Surface 100%.
(2) 100% budget, including land cost and financial cost.
Capex, Group share, yet to be disbursed for these projects represents €107 million in H2 2014 and €238 million in 2015 and the following years.
1.2.6.2. Managed projects: €1,110 million, Group share
| Projects | Type | Location | Area | Surface(1) (sq. m) | Delivery timeframe |
|---|---|---|---|---|---|
| Euromed Center: Bureaux Floreal (QP FDR 50%) |
Offices – France | Marseille | MRC | 13,500 | 2016 |
| Euromed Center: Bureaux Hermione (QP FDR 50%) |
Offices – France | Marseille | MRC | 10,400 | 2016 |
| Toulouse Marquette | Offices – France | Toulouse | MRC | 10,900 | 2016 |
| Nancy Grand Cœur | Offices – France | Nancy | MRC | 6,500 | 2016 |
| Levallois Anatole France | Offices – France | Levallois | Paris Regions | 5,500 | 2016 |
| Clinique Saint-Mandé | Offices – France | Saint-Mandé | Paris Regions | 5,500 | 2016 |
| Cœur d'Orly Commerces (QP FDR 25%) | Offices – France | Orly | Paris Regions | 31,000 | 2017 |
| Issy Grenelle | Offices – France | Issy | Paris Regions | 10,800 | 2017 |
| Silex II | Offices – France | Lyon | MRC | 30,700 | 2018 |
| New Vélizy – Extension (QP FDR 50%) | Offices – France | Vélizy | Paris Regions | 14,000 | 2018 |
| Meudon Saulnier | Offices – France | Meudon | Paris Regions | 30,000 | 2018 |
| Meudon Green Valley | Offices – France | Meudon | Paris Regions | 46,900 | 2018 |
| DS Campus Extension 2 (QP FDR 50%) | Offices – France | Vélizy | Paris Regions | 11,000 | 2018 |
| Cœur d'Orly Bureaux (QP FDR 25%) | Offices – France | Orly | Paris Regions | 50,000 | 2017-2018 |
| Milan, Symbiosis (Ripamonti) | Offices – Italy | Milano | Italy | 119,500 | Depending Prelet Status |
| Bollène | Logistics | Bollène | Regions | 90,000 | N/A |
| TOTAL | 486,200 |
(1) Surface 100%.
1.2.7. PORTFOLIO
1.2.7.1. Valuation and change in the portfolio: down €0.5 billion (Group share), in H1 2014
| (€M) | Value 2013 | Value H1 2014 |
Value H1 2014 GS |
LFL change 6 months(2) |
Yield ED 2013 |
Yield ED H1 2014 |
% of portfolio |
|---|---|---|---|---|---|---|---|
| Offices – France(1) | 4,664 | 4,740 | 4,120 | 1.3% | 6.8% | 6.8% | 43% |
| Offices – Italy(1) | 4,157 | 4,088 | 2,080 | -0.2% | 6.1% | 6.0% | 22% |
| Total Office | 8,821 | 8,829 | 6,200 | 0.7% | 6.6% | 6.5% | 65% |
| Hotels & Service sector(1) | 3,232 | 3,187 | 824 | 0.7% | 6.3% | 6.3% | 9% |
| Residential Germany | 2,446 | 2,558 | 1,528 | 1.5% | 6.6% | 6.7% | 16% |
| Residential France | 871 | 862 | 515 | 2.8% | 3.5% | 3.4% | 5% |
| Logistics | 791 | 289 | 289 | -1.2% | 7.4% | 6.4% | 3% |
| Parking facilities | 241 | 236 | 136 | N/A | N/A | N/A | 1% |
| Portfolio | 16,402 | 15,961 | 9,492 | 0.9% | 6.5% | 6.3% | 100% |
| Equity affiliates | 23 | 21 | 21 | ||||
| TOTAL – CONSOLI DATE D |
16,425 | 15,982 | 9,513 | ||||
| TOTAL – GS |
10,010 | 9,513 |
(1) In operation assets yield (Offices – France) / Core assets (Offices – Italy).
(2) LFL change 6 months including capex is 0,6%.
The Group share of Foncière des Régions's total asset portfolio at end-June 2014 stood at €9.5 billion (€16 billion at 100%) compared to €10 billion at end-2013, a like-for-like increase of 0.9% compared to the end of 2013.
The drop in value of the Offices – Italy (-0.2%) and Logistics (-1.2%) segments was offset by the advances in the German Residential (+1.5%), Residential France (+2.8%) and Offices France (+1.3%) segments.
1.2.7.2. Geographic breakdown
| GS(1) (€M) |
H1 2014 |
|---|---|
| France | 5,605 |
| Italy | 2,080 |
| Germany | 1,549 |
| Other | 122 |
| TOTAL PORTFOLIO |
9,356 |
In asset value
(1) Excluding parking facilities.
1.2.8. LIST OF MAJOR ASSETS
The Group share value of the ten main assets represents nearly 15% of the Group share of the portfolio.
| Top 10 Assets | Location | Tenants | Surface (sq,m) |
Share of affiliates |
|---|---|---|---|---|
| Tour CB 21 | Paris – La Défense | Suez Environnement, AIG Europe, Nokia, Groupon |
68,077 | 75% |
| Carré Suffren | Paris 15e | AON, Institut Français, ministère de l'Éducation |
24,864 | 60% |
| DS Campus | Vélizy-Villacoublay | Dassault Systèmes | 56,193 | 50.1% |
| Complexe Garibaldi | Milan | Maire Tecnimont | 44,650 | 50.9% |
| Immeuble – 23 rue Médéric | Paris 17e | Orange | 11,182 | 100.0% |
| Percier | Paris 8e | Chloe | 8,544 | 100.0% |
| Cap 18 | Paris 18e | Genegis, Media Participations |
61,097 | 100.0% |
| Via Montebello 18 | Milan | Intesa Group | 25,802 | 50.9% |
| Traversière | Paris 12e | SNCF | 13,700 | 100.0% |
| New Vélizy | Vélizy-Villacoublay | Thales | 46,000 | 50.1% |
1.3. Analytical data for the business by segment
The France Offices indicators are presented at 100% and as Group share (GS). Assets held partially are the following:
- w the Tour CB 21 75% owned
- w Carré Suffren 60% owned
- w the Eiffage properties located at Vélizy (head office of Eiffage Construction and Eiffage Campus, the head office of Eiffage Groupe) 50.1% owned (fully consolidated)
- w the DS Campus and New Vélizy properties 50.1% owned (equity method)
- w Euromed Center 50% owned (equity method)
- w Askia, 1st office building in the Cœur d'Orly project, 25% owned.
1.3.1. FRANCE OFFICES
1.3.1.1. Rents received: €121.5 million, +0.3% on a like-for-like basis
1.3.1.1.1. Geographical distribution: the strategic locations (Paris region and Regional Cities – RC) generate 85% of rents
| Rental income |
Rental income |
Rental income |
Rental income |
|||||
|---|---|---|---|---|---|---|---|---|
| (€M) | Surface (sq. m) |
Number of assets |
H1 2013 100% |
H1 2013 GS |
H1 2014 100% |
H1 2014 GS |
Change (%) | Change (%) LFL |
| Paris Centre West | 70,971 | 11 | 15 | 15 | 15.2 | 15.3 | 0.9% | |
| Southern Paris | 113,753 | 6 | 18 | 15 | 16.2 | 13.8 | -10.7% | |
| North Eastern Paris | 82,538 | 12 | 10 | 10 | 10.0 | 10.0 | -3.3% | |
| Wester Crescent and La Défense |
208,565 | 22 | 32 | 29 | 32.4 | 29.3 | 1.5% | |
| Inner suburbs | 295,965 | 19 | 9 | 9 | 9.2 | 8.5 | -5.8% | |
| Outer suburbs | 140,892 | 58 | 11 | 11 | 9.2 | 9.2 | -14.0% | |
| TOTAL PARIS REGION |
912,684 | 128 | 95 | 90 | 92.3 | 86.1 | -3.8% | |
| MRC | 427,575 | 78 | 20 | 20 | 17.1 | 17.1 | -14.4% | |
| Other French regions | 508,444 | 191 | 21 | 21 | 18.3 | 18.3 | -11.9% | |
| TOTAL | 1,848,704 | 397 | 135.4 | 130.3 | 127.6 | 121.5 | -6.7% | 0.3% |
The average expenses rate amounts to only 2.9% of the rents.
The Group share rents fell from €130.3 million to €121.5 million GS (-€8.8 million) over 1 year. This change is the combined result of:
- w disposals of buildings which occurred in the second half of 2013 and the first half of 2014, related mainly to the sales of secondary assets in the outer suburbs and in the Regions as well as the sharing of 49.9% of the Eiffage Vélizy property in December 2013 with Crédit Agricole Assurances
- w acquisitions and deliveries of properties (+€1.5 million) including:
- w acquisition of the head office of SICRA in Chevilly-Larue in March 2013 (+€0.5 million)
- w delivery of the Pégase property, a turnkey property leased to Eiffage located in Clichy (92) in April 2013 and of the B&B hotel in Montpellier in May 2014 (+€1 million)
1.3.1.2. Annualised rents: €255 million
1.3.1.2.1. Breakdown by major tenants
- w liberation of properties intended to be refurbished or redeveloped completely (-€2.0 million) (the Silex 1 and 2 buildings in Lyon and the Levallois Anatole France property)
- w an increase on a like-for-like basis of +0.3% (€0.4 million) related to:
- w the positive effect of indexation (+€0.6 million)
- w the letting business (-€0.2 million):
- the letting successes (+€1.2 million), particularly on the Tour CB 21 (7,000 sq. m of space let with effect from the first half of 2014)
- the effect of the liberations is -€1.1 million
- renewals/re-negotiations (-€0.4 million) at rates in line with the market in return for extensions of the fixed duration.
| GS(1) (€M) |
Surface (sq. m) |
Nb of assets | Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) |
|---|---|---|---|---|---|
| Orange | 644,667 | 206 | 108.4 | 94.4 | -13.0% |
| Suez Environnement | 58,689 | 2 | 21.1 | 21.1 | -0.1% |
| EDF | 195,083 | 23 | 19.0 | 18.1 | -4.6% |
| Dassault Systèmes | 56,193 | 1 | 9.8 | 9.8 | 0.3% |
| Thales | 124,521 | 4 | 9.1 | 9.1 | 0.1% |
| Eiffage | 192,544 | 90 | 9.2 | 7.9 | -13.7% |
| SNCF | 13,699 | 1 | 7.7 | 7.7 | -0.4% |
| AON | 15,592 | 1 | 5.5 | 5.5 | 0.5% |
| Peugeot Citroën | 19,531 | 1 | 5.1 | 5.2 | 1.4% |
| Cisco System | 11,291 | 1 | 4.8 | 4.8 | 0.8% |
| Other tenants | 516,894 | 67 | 69.6 | 71.6 | 2.9% |
| TOTAL | 1,848,704 | 397 | 269.3 | 255.2 | -5.2% |
(1) Including DS Campus in GS 50%.
In rental income
Currently, the ten leading tenants represent 72% of the annualised rents, a percentage slightly lower than that at the end of 2013 (75%). This decrease is explained mainly by the disposal of properties leased to Orange.
The variation of -5.2% in the rents over six months is mainly explained by the impact of disposals of properties leased to Orange, EDF and Eiffage and in line with the protocol signed with Eiffage at the time of the acquisition of the sites in 2008:
w 32 properties sold over the period
- w 16 Orange properties liberated which are the subject of refurbishment projects (Levallois Anatole France) or of rapid disposals to local promoters with a view to the transformation of the sites
- w 8 Eiffage properties liberated which will also be the subject of disposal.
1.3.1.2.2. Geographical breakdown: the Paris area represents 74% of the rents
| GS(1) (€M) |
Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) |
|---|---|---|---|---|---|
| Paris Centre West | 70,971 | 11 | 34.00 | 33.9 | -0.4% |
| Southern Paris | 113,753 | 6 | 30.60 | 30.8 | 0.5% |
| North Eastern Paris | 82,538 | 12 | 20.70 | 20.7 | 0.2% |
| Wester Crescent and La Défense | 208,565 | 22 | 64.00 | 61.8 | -3.4% |
| Inner suburbs | 295,965 | 19 | 27.50 | 27.9 | 1.3% |
| Outer suburbs | 140,892 | 58 | 19.40 | 13.8 | -29.1% |
| Total Paris Region | 912,684 | 128 | 196.20 | 188.8 | -3.8% |
| MRC | 427,575 | 78 | 36.10 | 35.0 | -3.1% |
| Other French regions | 508,444 | 191 | 37.10 | 31.4 | -15.3% |
| TOTAL | 1,848,704 | 397 | 269.40 | 255.2 | -5.2% |
(1) Including DS Campus in GS 50%.
The Paris area share (74% of the annualised rents) of the annualised rents remains preponderant. It was slightly up over the half-year (74% vs. 73% in 2013). The main changes in rents by zone reflect the letting activity since 1 January 2014:
- w the disengagement in the non-strategic zones in the Regions (-15%) and in the outersuburbs (-29%) via the disposal of secondary properties
- w the negative indexation effect.
1.3.1.3. Indexation
The effect of the indexation was +€0.6 million over six months. 26% of the rents are indexed to the ICC, 73% are indexed to the ILAT, whilst the balance is indexed to the ILC or IRL.
The rents benefiting from an indexation floor (1%) represent 40% of the annualised rents and are indexed on the ILAT.
1.3.1.4. Rental activity
| (€M) | Surface (sq. m) |
Annualised rental income |
Annualised rental income (€/sq. m) |
|---|---|---|---|
| Vacating | 75,108 | 8.1 | 108 |
| Letting | 13,100 | 4.6 | 353 |
| Renewal(1) | 52,122 | 17.4 | 335 |
(1) Included renewed tacitly.
The first half of 2013 was marked by the liberation of:
- w eight properties rented by the Eiffage group (9,249 sq. m; €0.5 million of rent) in January 2014 in accordance with our initial agreements
- w 16 properties rented to Orange (45,545 sq. m: €6 million of rent) in May 2014, located mainly in the Regions and which are planned to be sold to promoters; the Levallois Anatole France property (€1.6 million of rent) will be the subject of a development project.
Concerning the marketing successes, the significant letting news regarding the CB 21 Tower. Three new leases with Covidien, FHB and Groupon had an effect in H1 2014 and two other leases were finalised after the close with Wano and Verizon, to take effect in H2 2014. Currently, The Tower has an occupation rate of 97% and one floor remains to be let (1,300 sq. m).
1.3.1.5. Maturity date table and occupancy rate
1.3.1.5.1. Maturity dates for the leases: 6.5 years of residual term for the leases (5.3 years firm)
| (€M)(1) | By lease end date (1st break) |
% of total | By lease end date |
% of total |
|---|---|---|---|---|
| 2014 | 23.6 | 9% | 14.4 | 6% |
| 2015 | 22.2 | 9% | 6.4 | 3% |
| 2016 | 26.4 | 10% | 2.2 | 1% |
| 2017 | 21.8 | 9% | 21.1 | 8% |
| 2018 | 27.9 | 11% | 20.2 | 8% |
| 2019 | 26.1 | 10% | 38.7 | 15% |
| 2020 | 24.0 | 9% | 31.2 | 12% |
| 2021 | 17.0 | 7% | 35.1 | 14% |
| 2022 | 19.7 | 8% | 35.3 | 14% |
| 2023 | 14.9 | 6% | 16.3 | 6% |
| Beyond | 31.6 | 12% | 34.3 | 13% |
| TOTAL | 255.2 | 100% | 255.2 | 100% |
(1) Including DS Campus in GS 50%.
The mechanical loss of six months of residual term is in part offset by the new lettings for the half-year (particularly on CB 21). The firm residual term is slightly lower at 5.3 years, vs. 5.7 years at the end of 2013. By lease termination date, the residual term of the leases amounts to 6.5 years (vs. 6.8 in 2013).
1.3.1.5.2. Occupancy rate and type: an occupancy rate of 96.1%
| Paris Centre West 100.0% 100.0% Southern Paris 99.2% 99.3% North Eastern Paris 96.1% 96.8% Wester Crescent and La Défense 92.5% 95.7% Inner suburbs 98.5% 98.5% Outer suburbs 95.4% 91.7% Total Paris Region 96.3% 97.1% MRC 95.4% 95.8% Other French regions 93.8% 90.1% TOTAL 95.8% 96.1% |
(%) | 2013(1) | H1 2014 |
|---|---|---|---|
(1) Including Vélizy et Meudon.
The occupancy rate is up in comparison with the end of 2013 (96.1% vs. 95.8%). That is explained by the successful letting of CB 21. Hence, the vacancy rate in the Paris region fell by more than one point over the half-year.
The increase in the vacancy rate in the Regions is explained by the liberation of the Eiffage and Orange sites which are the subject of an ongoing sales process.
The other vacant office space mainly concerns three properties located in Paris (marketing ongoing), in Nîmes and in Lille, these latter two are the subject of an ongoing sales process.
1.3.1.6. Unpaid rent
| (€M) | H1 2013 | H1 2014 |
|---|---|---|
| As % of rental income | 0.80% | 0.0% |
| In value(1) | 2.1 | 0.0 |
(1) Net provision/reversals of provison.
| (€M) | Disposals (agreements as of end of 2013 closed) |
Agreements as of end of 2013 closed |
New disposals H1 2014 |
New agreements H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield | Total |
|---|---|---|---|---|---|---|---|---|
| Paris Centre West | - | 11.5 | - | - | - | - | - | 11.5 |
| Southern Paris | - | 6.5 | - | 38.0 | 38.0 | 11.5% | 5.2% | 44.5 |
| North Eastern Paris | - | 31.7 | - | - | - | - | - | 31.7 |
| Wester Crescent and La Défense |
32.2 | 7.6 | - | - | - | - | - | 39.8 |
| Inner suburbs(1) | 3.2 | 30.9 | - | - | - | - | - | 34.1 |
| Outer suburbs | 30.4 | 24.7 | 12.5 | 9.8 | 22.3 | 4.4% | 8.3% | 77.4 |
| Total Paris Region | 65.9 | 112.8 | 12.5 | 47.8 | 60.3 | 8.7% | 6.4% | 239.0 |
| MRC | 19.1 | 46.5 | 2.1 | 10.1 | 12.1 | 8.4% | 5.4% | 77.7 |
| Other French regions | 19.9 | 23.7 | 11.5 | 11.6 | 23.1 | -0.1% | 9.5% | 66.7 |
| TOTAL | 104.9 | 183.0 | 26.0 | 69.5 | 95.5 | 6.4% | 7.0% | 383.4 |
1.3.1.7. Disposals and agreements for disposals: €95.5 million
(1) Inner suburbs includes Vélizy and Meudon.
The amount of Foncière des Régions' arbitrages over the first half of 2014 is in line with Foncière des Régions' strategy of progressive sales of its secondary properties (76% of disposals and agreements for disposals at 30 June 2014).
1.3.1.8. Acquisitions
No acquisitions were carried out during the half-year.
1.3.1.9. Development projects: a pipeline of more than €1.4 billion
The development policy of Foncière des Régions aims mainly at continuing the asset enhancement work undertaken (improvement of asset quality and creation of value), supporting Key Accounts partners over the long term in the deployment of their real estate strategy, and managing new operations in strategic locations.
The strategy is based, in the Paris area, on locations which are well served by public transport and/or in established tertiary districts and in the large Regional Cities where the annual take-up is greater than 50,000 sq. m per year, on prime locations (examples: TGV stations in Bordeaux, Nantes, Nancy or Metz, Part-Dieu district of Lyon).
1.3.1.9.1. Delivery of properties
During the first half of the year, a B&B hotel (lease of 12 years firm) with 91 bedrooms, for 2,133 sq. m, was delivered in the Pompignane park in Montpellier. The hotel opening occurred on 5 May 2014.
1.3.1.9.2. Commited projects
| Surface(1) | Target offices rent |
Pre-let | Total Budget(2) |
||||
|---|---|---|---|---|---|---|---|
| Projects | Location | Area | (sq. m) | Delivery | (€/sq. m/year) | (%) | (€M) |
| New Vélizy (QP FDR: 50%) | Vélizy | Paris Regions | 45,600 | 2014 | 250 | 100% | 96 |
| Egis | Montpellier | MRC | 6,100 | 2014 | 155 | 100% | 15 |
| Steel | Paris | Paris Regions | 3,700 | 2014 | 600 | 0% | 36 |
| Euromed Center – Astrolabe (QP FDR: 50%) |
Marseille | MRC | 14,000 | 2015 | 250 | 0% | 19 |
| Euromed Center – Parking + Commerces (QP FDR: 50%) |
Marseille | MRC | 900 | 2015 | N/A | 100% | 16 |
| Green Corner | Saint-Denis | Paris Regions | 20,400 | 2015 | 310 | 70% | 87 |
| ERDF Avignon | Avignon | MRC | 4,100 | 2015 | 160 | 100% | 9 |
| Nanterre Respiro | Nanterre | Paris Regions | 11,150 | 2015 | 310 | 100% | 51 |
| Quatuor | Lille-Roubaix | MRC | 9,700 | 2015 | 160 | 72% | 23 |
| Askia – Cœur d'Orly (QP FDR: 25%) |
Orly | Paris Regions | 18,500 | 2015 | 250 | 50% | 15 |
| Campus Eiffage (QP FDR: 50%) | Vélizy | Paris Regions | 23,000 | 2015 | 270 | 100% | 53 |
| Euromed Center – Hôtel (QP FDR: 50%) |
Marseille | MRC | 9,900 | 2016 | N/A | 100% | 19 |
| Euromed Center – Calypso (QP FDR: 50%) |
Marseille | MRC | 9,600 | 2016 | 250 | 0% | 15 |
| Dassault Systèmes Extension (QP FDR: 50%) |
Vélizy | Paris Regions | 13,100 | 2016 | 300 | 100% | 34 |
| Schlumberger Montpellier Pompignane |
Montpellier | MRC | 3,150 | 2016 | 155 | 100% | 8 |
| Silex I | Lyon | MRC | 10,600 | 2016 | 280 | 0% | 47 |
| Bose | Saint-Germain en-Laye |
Paris Regions | 5,100 | 2016 | 225 | 100% | 20 |
| TOTAL | 208,600 | 72% | 564 |
(1) Surface 100%.
(2) In Group share, including land cost and financial cost.
The first half was marked by the start of works on several projects:
- w Calypso, office building of 9,600 sq. m within the Euromed Center project in Marseille
- w Silex 1, office building of 10,600 sq. m in the heart of the Part-Dieu district in Lyon, which should be delivered in the first quarter of 2016
- w turnkey for ERDF in Avignon over a floor area of 4,100 sq. m.
Lease agreements have also been signed during this first half-year:
- w with Schlumberger in a turnkey building of 3,150 sq. m in the Pompignane park in Montpellier. The building permit application was filed in February
- w with Bose in a turnkey building of 5,100 sq. m in Saint-Germain-en-Laye of which the works are due to start very soon
- w with Dassault Systèmes for the completion of an extension of the existing campus in Vélizy over 13,100 sq. m. The building permit application was filed at the end of June.
1.3.1.9.3. Managed projects
Approximately 276,700 sq. m are controlled by Foncière des Régions:
| Projects | Location | Area | Surface(1) (sq. m) |
Delivery timeframe |
|---|---|---|---|---|
| Euromed Center: Bureaux Floreal (QP FDR 50%) | Marseille | MRC | 13,500 | 2016 |
| Euromed Center: Bureaux Hermione (QP FDR 50%) | Marseille | MRC | 10,400 | 2016 |
| Toulouse Marquette | Toulouse | MRC | 10,900 | 2016 |
| Nancy Grand Cœur | Nancy | MRC | 6,500 | 2016 |
| Levallois Anatole France | Levallois | Paris Regions | 5,500 | 2016 |
| Clinique Saint-Mandé | Saint-Mandé | Paris Regions | 5,500 | 2016 |
| Cœur d'Orly Commerces (QP FDR 25%) | Orly | Paris Regions | 31,000 | 2017 |
| Issy Grenelle | Issy | Paris Regions | 10,800 | 2017 |
| Silex II | Lyon | MRC | 30,700 | 2018 |
| New Vélizy – Extension (QP FDR 50%) | Vélizy | Paris Regions | 14,000 | 2018 |
| Meudon Saulnier | Meudon | Paris Regions | 30,000 | 2018 |
| Meudon Green Valley | Meudon | Paris Regions | 46,900 | 2018 |
| DS Campus Extension 2 (QP FDR 50%) | Vélizy | Paris Regions | 11,000 | 2018 |
| Cœur d'Orly Bureaux (QP FDR 25%) | Orly | Paris Regions | 50,000 | 2017-2018 |
| TOTAL | 276,700 |
(1) Surface 100%.
The building permits have been completed on the Levallois (5,500 sq. m), Nancy Grand Cœur (6,500 sq. m) Meudon Green Valley (46,900 sq. m) and Meudon Saulnier (30,000 sq. m) projects. These projects are currently in the pre-marketing phase and are likely to be committed depending on leasing agreements to be completed.
The building permit has been obtained for the extension of the New Vélizy campus, of which the first phase of 45,600 sq. m will be delivered in October 2014. Discussions with Thales on this extension (14,000 sq. m) are in progress.
On the Silex 2 projects (renovation project – extension of the tower vacated by EDF in the Part-Dieu district in Lyon), Toulouse Marquette (building of 10,900 sq. m in the centre of Toulouse), the building permit should be filed by the end of the year.
1.3.1.10. Asset values
1.3.1.10.1. Changes in asset value
| (€M) Asset(1) |
Value ED 2013 |
Value adjustment |
Acquisitions | Disposals | Invest. | Transfer | Value ED 2014 |
|---|---|---|---|---|---|---|---|
| Assets in operation | 3,901.3 | 25.0 | 0.0 | -130.6 | 9.0 | -18.8 | 3,785.9 |
| Assets under developement | 215.7 | 11.3 | 0.0 | 0.0 | 86.0 | 20.7 | 333.7 |
| TOTAL | 4,116.9 | 36.4 | 0.0 | -130.6 | 95.0 | 1.9 | 4,119.6 |
(1) Including DS Campus in GS 50%.
1.3.1.10.2. Change on a like-for-like basis: +1.3%
| 100% value ED |
100% value ED |
Value ED 2014 |
LFL change | Yield ED | Yield ED | % of total | |
|---|---|---|---|---|---|---|---|
| (€M) | 2013 | H1 2014 | GS(1) | 6 months | 2013 | H1 2014 | value |
| Paris Centre West | 575.5 | 592.1 | 592.1 | 2.9% | 5.9% | 5.7% | 14% |
| Southern Paris | 594.5 | 299.2 | 299.2 | 1.8% | 6.3% | 7.1% | 7% |
| North Eastern Paris | 293.0 | 614.4 | 494.3 | 2.4% | 6.4% | 6.2% | 12% |
| Wester Crescent and La Défense |
1,188.3 | 1,139.4 | 994.1 | -0.2% | 6.2% | 6.2% | 24% |
| Inner suburbs(2) | 621.2 | 605.1 | 417.2 | -0.8% | 6.5% | 6.7% | 10% |
| Outer suburbs | 218.2 | 176.5 | 176.5 | 1.4% | 8.6% | 8.2% | 4% |
| Total Paris Region | 3,490.6 | 3,426.7 | 2,973.4 | 1.0% | 6.1% | 6.4% | 72% |
| MRC | 495.3 | 463.1 | 463.1 | 1.7% | 7.3% | 7.5% | 11% |
| Other French regions | 384.3 | 349.4 | 349.4 | -1.0% | 9.2% | 8.9% | 8% |
| TOTAL IN OPERATION |
4,370.2 | 4,239.2 | 3,785.9 | 0.9% | 6.8% | 6.8% | 92% |
| Assets under developement | 294.3 | 501.2 | 333.7 | 5.2% | 0.3% | 0.2% | 8% |
| TOTAL | 4,664.5 | 4,740.4 | 4,119.6 | 1.3% | 6.5% | 6.2% | 100% |
(1) Including DS Campus, New Vélizy and Euromed in GS.
(2) Included Vélizy and Meudon.
Value GS (incl. assets under developments)
The first half of 2014 was marked by a growth in values of +1.3% on a like-for-like basis:
- w the Paris region and the Regional Cities grew strongly over the half-year, which is explained by investors' strong appetite for well-located buildings and secured cash flows over the long-term
- w the slight fall in the value of properties in the regions is explained by the dual effect of the loss of six months of flows, combined with the increase in registration fees in almost all "départements".
1.3.1.10.3. Strategic asset segmentation
- w "Core" portfolio: the Core portfolio is the strategic asset core, consisting of resilient properties providing long-term income. Mature buildings may be disposed of on an opportunistic basis in managed proportions, freeing up resources that can be reinvested in value creating transactions, particularly by the development of our portfolio or new investments.
- w "Secondary" portfolio: the "Secondary" portfolio originates principally from outsourcing operations with our major partners-lessees. This portfolio constitutes a compartment
with a higher yield than the average for the office portfolio, with a historically-high rate of renewals. The small unit size of these properties and their liquidity on the local markets makes them apt candidates for progressive disposal.
w Portfolio "In the process of valuation": the portfolio "in the process of valuation" comprises properties targeted for specific restructuring or rental development actions. These assets are intended to become "Core" once the asset management work has been completed.
| Value | ||||
|---|---|---|---|---|
| Core Portfolio | enhancement Portfolio |
Secondary asset |
Total | |
| Number of assets | 70 | 52 | 275 | 397 |
| Value ED GS (€M) | 2,626 | 817 | 676 | 4,120 |
| Yield | 6.3% | 4.5% | 8.0% | 6.2% |
| Residual firm duration of leases (years) | 6.3 | 1.6 | 4.6 | 5.3 |
| Occupancy rate | 98.2% | 94.9% | 90.5% | 96.1% |
The proportion of the "Core" portfolio was slightly up over the half-year (64% of the France Offices portfolio) whilst the "Secondary" compartment fell significantly over the half-year (16% vs. 19% in 2013) due to the disposals, a result of the implementation of a targeted disposals strategy.
Taking account of the disposal agreements, the volume of the "Secondary" portfolio is only €557 million, or less than 6% of the Group share of Foncière des Régions (of which the value is €9.5 billion).
1.3.2. ITALY OFFICES
Listed on the Milan Stock Exchange since 1999, Beni Stabili is the leading listed Italian property company (SIIQ – Italian version of the SIIC regime). Its assets consist largely of offices located in cities in northern and central Italy, particularly Milan and Rome. The company has a portfolio of €4.1 billion at the end of June 2014. The figures below are wholly 100%.
Foncière des Régions holds 50.9% of the capital of Beni Stabili.
1.3.2.1. Rents received: +0.8% on a like-for-like basis
| (€M) | Surface (sq. m) |
Number of assets |
Rental income H1 2013 |
Rental income H1 2014 |
Change (%) | Change (%) LFL |
% of total |
|---|---|---|---|---|---|---|---|
| Core portfolio | 1,722,849 | 216 | 114.8 | 114.7 | -0.1% | -0.8% | 99.0% |
| Dynamic portfolio | 131,934 | 39 | 1.5 | 1.2 | -22.6% | -7.5% | 1.0% |
| Subtotal | 1,854,784 | 255 | 116.3 | 115.9 | -0.4% | -0.8% | 100.0% |
| Developement portfolio | 11,705 | 3 | 0.0 | 0.0 | 0.0% | 0.0% | 0.0% |
| TOTAL | 1,866,489 | 258 | 116.3 | 115.9 | -0.4% | -0.8% | 100.0% |
2014 first-half Management report Analytical data for the business by segment 1
In rental income
The change in rental income between 30 June 2013 and 30 June 2014 amounted to -€0.4 million, or -0.4%. This change is due primarily to:
- w Asset Management and indexation: +€0.2 million
- w disposals: -€2.4 million
- w deliveries of assets under development, principally Via dell'Arte in Rome and San Fedele in Milan: +€1.8 million.
The change on a like-for-like basis is -0.8% over the period.
1.3.2.2. Annualised rents: €222 million
1.3.2.2.1. Breakdown by portfolio
| Surface | Number | Annualised rental income |
Annualised rental income |
|||
|---|---|---|---|---|---|---|
| (€M) | (sq. m) | of assets | H1 2013 | H1 2014 | Change (%) | % of total |
| Core portfolio | 1,722,849 | 216 | 231.0 | 219.4 | -5.0% | 99.0% |
| Dynamic portfolio | 131,934 | 39 | 2.7 | 2.2 | -19.0% | 1.0% |
| Subtotal | 1,854,784 | 255 | 233.7 | 221.7 | -5.2% | 100.0% |
| Developement portfolio | 11,705 | 3 | 0.0 | 0.0 | N/A | 0.0% |
| TOTAL | 1,866,489 | 258 | 233.7 | 221.7 | -5.2% | 100.0% |
1.3.2.2.2. Geographic breakdown
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of total |
|---|---|---|---|---|---|---|
| Milan | 451,780 | 41 | 91.5 | 86.3 | -5.7% | 38.9% |
| Rome | 158,874 | 33 | 19.6 | 21.0 | 7.4% | 9.5% |
| Other | 1,244,130 | 181 | 122.7 | 114.3 | -6.8% | 51.6% |
| TOTAL | 1,854,784 | 255 | 233.7 | 221.7 | -5.2% | 100.0% |
Annualised rental income at year-end excluding developement.
In rental income
The increase in revenues in Rome is explained by the delivery of the Via dell' Arte property in Q2 2014.
1.3.2.2.3. Breakdown by tenant
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of total |
|---|---|---|---|---|---|---|
| Telecom Italia | 1,165,883 | 162 | 118.8 | 117.1 | -1,4% | 52.8% |
| Other | 688,901 | 93 | 115.0 | 104.5 | -9,1% | 47.2% |
| TOTAL | 1,854,784 | 255 | 233.7 | 221.7 | -5,2% | 100.0% |
Annualised rental income at year-end excluding developement.
In rental income
1.3.2.3. Indexation
The annual indexation in rental income is usually calculated by taking 75% of the increase in the Consumer Price Index (CPI) applied on each anniversary of the signing date of the agreement. For the first half of 2014, the average increase in the IPC index amounted to 0.5%.
1.3.2.4. Rental activity
During the first half of 2014, the letting activity can be summarised as follows:
| (€M) | Surface (sq. m) |
Annualised rental income |
Annualised rental income (€/sq. m) |
|---|---|---|---|
| Vacating | 53,862 | 5.7 | 105 |
| Letting | 18,819 | 9.0 | 476 |
| Renewal | 22,366 | 4.0 | 181 |
The new leases mainly concern the San Nicolao/Piazza Cardorna property (€5.4 million of rent) let under the terms of a 13 year lease, including seven years firm, to Luxottica. The other lettings concern Piazza San Fedele in Milan (€1.6 million) and Via dell'Arte in Rome (€0.5 million).
The renewals mainly concern two properties located in Milan, for a floor area of almost 9,000 sq. m.
The liberations include the operation of the Corso Ferrucci property (Turin, 51,000 sq. m), subject of active marketing.
1.3.2.5. Maturity date table and occupancy rate
1.3.2.5.1. Maturity dates for the leases: 12.4 years of residual term for the leases (6.7 years firm)
| (€M) | By lease end date (1st break) |
% of total | By lease end date |
% of total |
|---|---|---|---|---|
| 2014 | 4.2 | 2% | 3.3 | 1% |
| 2015 | 5.6 | 3% | 4.6 | 2% |
| 2016 | 3.0 | 1% | 0.8 | 0% |
| 2017 | 13.6 | 6% | 1.9 | 1% |
| 2018 | 8.3 | 4% | 1.2 | 1% |
| 2019 | 32.5 | 15% | 1.9 | 1% |
| 2020 | 3.3 | 1% | 1.5 | 1% |
| 2021 | 118.9 | 54% | 2.0 | 1% |
| 2022 | 26.0 | 12% | 10.6 | 5% |
| 2023 | 5.0 | 2% | 11.0 | 5% |
| Beyond | 1.2 | 1% | 182.8 | 82% |
| TOTAL | 221.7 | 100% | 221.7 | 100% |
Leases expiring after 2023 are basically linked to Telecom Italia.
1.3.2.5.2. Occupancy rate and type: an occupancy rate of 95.7%
The spot financial occupancy rate at the end of June 2014 amounts to 95.7% for the Core portfolio, down in comparison with the end of 2013 following the liberation of a property located in Turin.
1.3.2.6. Unpaid rent
| H1 2013 (€M) |
H1 2014 |
|---|---|
| As % of rental income 2.6% |
1.4% |
| In value(1) 2.6 |
1.6 |
(1) Net provision/reversals of provision.
The unpaid rents represent the net of the charges, releases and transfers to losses and amount to 1.4% of the rents at the end of June 2014 and are slightly down in comparison with 2013.
1.3.2.7. Disposals and agreements for disposals: €67 million
The value of the disposals and agreement for disposals in H1 2014 amounts to €67 million.
These new 2014 commitments were completed at above the 2013 expert assessment values (+1.0%) and on the basis of a yield of 6.4%.
Beni Stabili continues to demonstrate its ability to sell on good terms.
| (€M) | Disposals (agreements as of end of 2013 closed) |
Agreements as of end of 2013 closed |
New disposals H1 2014 |
New agreements H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield | Total |
|---|---|---|---|---|---|---|---|---|
| Milan | 0.0 | 9.1 | 61.5 | 0.0 | 61.5 | 1.8% | 6.5% | 70.6 |
| Rome | 0.0 | 0.0 | 0.1 | 1.1 | 1.2 | -12.8% | 0.0% | 1.2 |
| Other | 19.5 | 3.3 | 0.0 | 4.1 | 4.1 | -5.7% | 7.6% | 26.9 |
| TOTAL | 19.5 | 12.4 | 61.6 | 5.2 | 66.8 | 1.0% | 6.4% | 98.6 |
In asset value
1.3.2.8. Acquisitions
No acquisition was made during the half.
1.3.2.9. Development projects
1.3.2.9.1. Projects delivered
Delivery of the Via dell'Arte property in Rome in May 2014. This property has a floor area of 6,700 square metres and is prelet for 84%.
1.3.2.9.2. Commited projects
| Surface | Target offices rent | Total Budget | |||||
|---|---|---|---|---|---|---|---|
| Projects | Location | Area | (sq. m) | Delivery | (€/sq. m/year) | Pre-let (%) | (€M) |
| San Nicolao | Milano | Italy | 11,200 | 2014 | 470 | 100% | 111 |
| TOTAL | 11,200 | 100% | 111 |
1.3.2.9.3. Managed projects
| Projects | Location | Area | Surface (sq. m) |
Delivery timeframe |
|---|---|---|---|---|
| Milan, Symbiosis (Ripamonti) | Milano | Italy | 119,500 | Depending Prelet Status |
| TOTAL | 119,500 |
1.3.2.10. Asset values
1.3.2.10.1. Changes in asset value
| (€M) | Value ED 2013 |
Change in value |
Acquisitions | Disposals | Invest. | Reclass. | Value ED H1 2014 |
|---|---|---|---|---|---|---|---|
| Core portfolio | 3,713.4 | -3.9 | 0.0 | -79.7 | 2.2 | 32.2 | 3,664.2 |
| Dynamic portfolio | 155.3 | -1.8 | 0.0 | -0.1 | 0.5 | 0.0 | 153.9 |
| Subtotal | 3,868.8 | -5.7 | 0.0 | -79.8 | 2.7 | 32.2 | 3,818.1 |
| Developement portfolio | 288.2 | -6.0 | 0.0 | 0.0 | 20.0 | -32.2 | 270.0 |
| TOTAL | 4 157,0 | -11.7 | 0.0 | -79.8 | 22.7 | 0.0 | 4,088.1 |
1.3.2.10.2. Change on a like-for-like basis: -0.2%
| (€M) | Value ED 2013 100% |
Value ED H1 2014 100% |
LFL change 6 months |
Yield ED 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|
| Core portfolio | 3,713.4 | 3,664.2 | 0.0% | 6.1% | 6.0% | 89.6% |
| Dynamic portfolio | 155.3 | 153.9 | -0.9% | 1.4% | 1.4% | 3.8% |
| Subtotal | 3,868.8 | 3,818.1 | -0.1% | 5.9% | 5.8% | 93.4% |
| Developement portfolio | 288.2 | 270.0 | N/A | N/A | N/A | 6.6% |
| TOTAL | 4,157.0 | 4,088.1 | -0.2% | 5.5% | 5.4% | 100.0% |
The value of Beni Stabili's portfolio fell by 0.2% on a like-for-like basis during the first half of 2014. The Telecom Italia portfolio (42% of the assets) was down by 0.4% over the period.
In asset value
| (€M) | Value ED 2013 100% |
Value ED H1 2014 100% |
LFL change 6 months |
Yield ED 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|
| Milan | 1,759.6 | 1,712.6 | 0.8% | 5.0% | 5.0% | 41.9% |
| Rome | 316.9 | 349.8 | 0.2% | 5.9% | 6.0% | 8.6% |
| Other | 1,792.2 | 1,755.7 | -1.0% | 6.7% | 6.5% | 42.9% |
| Subtotal | 3,868.8 | 3,818.1 | -0.1% | 5.9% | 5.8% | 93.4% |
| Developement portfolio | 288.2 | 270.0 | N/A | N/A | N/A | 6.6% |
| TOTAL | 4,157.0 | 4,088.1 | -0.2% | 5.5% | 5.4% | 100.0% |
In asset value
The portfolio is primarily located in Milan and Rome (50%).
1.3.3. HOTELS/SERVICE SECTOR
Foncière des Murs (FDM), which is 28.3% owned by Foncière des Régions, is a listed real estate investment company (SIIC) specialising in the service sector, especially in hotels, healthcare, and retail. The Company's investment policy favours partnerships with the leading operators in their business sector, in order to offer secure returns to its shareholders.
1.3.3.1.1. Breakdown by business sector
1.3.3.1. Rents received: -1.1% on a like-for-like basis
Recognised rental income is presented at 100% and in FDM share. Partly-held assets correspond to 161 B&B hotels (2%).
| (€M) | Number of assets |
Rental income H1 2013 |
Rental income H1 2013 in GS FDM |
Rental income H1 2014 100% |
Rental income H1 2014 in GS FDM |
Change (%) 100% |
Change (%) in GS |
Change (%) LFL |
|---|---|---|---|---|---|---|---|---|
| Hotels | 317 | 70.7 | 62.4 | 69.0 | 60.6 | -2.5% | -3.0% | -1.1% |
| Healthcare | 29 | 11.3 | 11.3 | 8.7 | 8.7 | -22.6% | -22.6% | 1.4% |
| Retail Premises | 185 | 19.5 | 19.5 | 18.3 | 18.3 | -6.1% | -6.1% | -2.3% |
| TOTAL | 531 | 101.6 | 93.3 | 96.0 | 87.6 | -5.4% | -6.0% | -1.1% |
Consolidated rental income stood at €96 million in 100% as at 30 June 2014, up 5.4% compared to 30 June 2013. This was due mainly to:
- w disposals in 2013 and 2014 (-€4.6 million)
- w the drop in variable rental income due to changes in Accor revenues (-2.2% at the end of June compared to 2013)
w the drop in rents to Jardiland in 2014, after the renegotiations at the end of 2013 and against some extension of leases.
The average load rate is 1.5% of rentals.
1.3.3.1.2. Geographic breakdown
| (€M) | Number of assets |
Rental income H1 2013 in GS |
Rental income H1 2014 in GS |
Change (%) GS FDM |
% of rental income |
|---|---|---|---|---|---|
| Paris excl. CBD | 9 | 10.7 | 9.8 | -8.5% | 11% |
| Inner suburbs | 28 | 9.4 | 8.9 | -5.8% | 10% |
| Outer suburbs | 56 | 7.8 | 7.6 | -2.5% | 9% |
| Total Paris Region | 93 | 28.0 | 26.3 | -6.2% | 30% |
| MRC | 109 | 17.4 | 16.5 | -5.3% | 19% |
| Other French regions | 295 | 33.4 | 30.2 | -9.5% | 34% |
| International | 34 | 14.4 | 14.7 | 2.0% | 17% |
| TOTAL | 531 | 93.3 | 87.6 | -6.0% | 100% |
1.3.3.2. Annualised rents: €176 million
1.3.3.2.1. Distribution business sector
Annual rental Income is expressed in FDM share.
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of rental income |
|---|---|---|---|---|---|---|
| Hotels | 1,109,308 | 317 | 124.7 | 123.3 | -1.1% | 70% |
| Healthcare | 115,559 | 38 | 21.9 | 15.6 | -28.7% | 9% |
| Retail Premises | 197,573 | 186 | 38.3 | 36.7 | -4.3% | 21% |
| TOTAL | 1,422,440 | 541 | 184.9 | 175.6 | -5.0% | 100% |
1.3.3.2.2. Breakdown by tenant
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of rental income |
|---|---|---|---|---|---|---|
| Accor | 594,363 | 129 | 86.9 | 80.7 | -7.2% | 46% |
| B&B | 325,102 | 182 | 21.9 | 22.1 | 1.0% | 13% |
| Korian | 115,559 | 29 | 18.2 | 15.6 | -14.2% | 9% |
| Quick | 37,487 | 81 | 17.1 | 16.5 | -3.2% | 9% |
| Jardiland | 151,681 | 49 | 15.0 | 13.5 | -9.6% | 8% |
| Sunparks | 133,558 | 4 | 13.6 | 13.8 | 1.6% | 8% |
| Courtepaille | 8,405 | 55 | 6.6 | 6.6 | 0.2% | 4% |
| Club Med | 45,813 | 1 | 3.4 | 3.4 | 0.4% | 2% |
| Générale de Santé | 10,472 | 0 | 2.7 | 0.0 | 0.0% | 0% |
| TOTAL | 1,422,440 | 531 | 184.9 | 175.6 | -5.0% | 100% |
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of rental income |
|---|---|---|---|---|---|---|
| Paris CBD | 0 | 0 | 0.0 | 0.0 | 0.0% | 0% |
| Paris excl. CBD | 73,240 | 9 | 21.4 | 18.2 | -15.1% | 10% |
| Inner suburbs | 105,392 | 28 | 18.9 | 17.5 | -7.3% | 10% |
| Outer suburbs | 117,644 | 56 | 15.3 | 15.1 | -1.2% | 9% |
| Total Paris Region | 296,276 | 93 | 55.6 | 50.8 | -8.6% | 29% |
| MRC | 271,407 | 109 | 34.9 | 32.3 | -7.6% | 18% |
| Other French regions | 560,687 | 295 | 65.5 | 59.7 | -8.9% | 34% |
| International | 294,070 | 34 | 29.0 | 32.9 | 13.3% | 19% |
| TOTAL | 1,422,440 | 531 | 184.9 | 175.6 | -5.0% | 100% |
1.3.3.2.3. Geographic breakdown
1.3.3.3.Indexation
54% of the rental income is indexed to benchmark indices:
- w part of the Korian portfolio was indexed based on the IRL, which generated a positive impact of €24 thousand
- w the Club Med assets, based on the Eurostat CPI, were indexed in May 2014, generating a negative impact of €5 thousand.
46% of the rental income was indexed on the Accor revenue, which was down 2.2% in the first half of 2014.
1.3.3.4. Maturity date table and occupancy rate
| (€M) | By lease end date (1st break) |
% of total | By lease end date |
% of total |
|---|---|---|---|---|
| 2014 | 0.0 | 0% | 0.0 | 0% |
| 2015 | 0.8 | 0% | 0.8 | 0% |
| 2016 | 0.0 | 0% | 0.0 | 0% |
| 2017 | 39.7 | 23% | 39.7 | 23% |
| 2018 | 34.6 | 20% | 34.6 | 20% |
| 2019 | 20.9 | 12% | 20.9 | 12% |
| 2020 | 0.3 | 0% | 0.3 | 0% |
| 2021 | 0.3 | 0% | 0.3 | 0% |
| 2022 | 6.2 | 4% | 6.2 | 4% |
| 2023 | 1.0 | 1% | 1.0 | 1% |
| Beyond | 71.9 | 41% | 71.9 | 41% |
| TOTAL | 175.6 | 100% | 175.6 | 100% |
The residual firm duration of leases is 7.3 years at 30 June 2014. The portfolio's vacancy rate as at 30 June 2014 remained nil.
1.3.3.5.Unpaid rent
The portfolio had no unpaid rent during the 2014 half, just as in 2013.
1.3.3.6. Disposals and agreements for disposals: €59 million
During the first half of 2014, 17 assets were sold for a value of €135 million. These disposals, as a portfolio or as single sales, were the Accor hotels, the Quick and Courtepaille assets, as well as the Korian retirement homes and the Générale de Santé clinics. Also, disposals agreements for four assets represented a total value of €13.9 million. These disposals include €56 million of new commitments.
| (€M) | Disposals (agreements as of end of 2013 closed) |
Agreements as of end of 2013 to close |
New disposals H1 2014 |
New agreements H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield | Total |
|---|---|---|---|---|---|---|---|---|
| Hotels | 43.4 | 4.6 | 0.0 | 0.0 | 0.0 | 0.0% | 0.0% | 47.9 |
| Healthcare | 33.6 | 3.8 | 56.3 | 2.4 | 58.7 | 0.2% | 5.6% | 96.2 |
| Retail Premises | 1.7 | 3.1 | 0.0 | 0.0 | 0.0 | 0.0% | 0.0% | 4.8 |
| TOTAL | 78.6 | 11.5 | 56.3 | 2.4 | 58.7 | 0.2% | 5.6% | 148.9 |
1.3.3.7. Acquisitions
In early June 2010, Foncière des Murs via the OPCI B2 Hotel Invest, 50.2% owned by FDM, acquired three B&B hotels in Valenciennes, Salon de Provence and EuraLille, for €11.3 million, i.e. €5.7 million in Share of FDM affiliates, strengthening the partnership started in 2010 between the two groups.
The company also acquired in June 2014, the NH Amsterdam Centre hotel for a total of €48 million. Located in the heart of Amsterdam, this four-star hotel is leased to the NH Hoteles group under the terms of an indexed, fixed-rent, 20-year, firm, triple net lease.
1.3.3.8. Development projects: a €22 million pipeline
1.3.3.8.1. Committed projects: €22 million, 100% pre-let
| Projects | Location | Area | Surface (sq. m) |
Delivery | Target rent (€/sq. m/year) |
Pre-let (%) | Total Budget (€M) |
|---|---|---|---|---|---|---|---|
| B&B Porte de Choisy | Paris | Paris | 4,000 | 2015 | 256 | 100.0% | 16 |
| B&B Romainville | Romainville | IDF | 2,300 | 2015 | 190 | 100.0% | 6 |
| TOTAL | 6,300 | 100.0% | 22 |
Foncière des Murs owns a building under construction whose scheduled delivery date is 30 October 2015. It will be a six floor hotel, with 182 rooms, located at Porte de Choisy in Ivry-sur-Seine. It will be let to B&B Hôtels.
Foncière des Murs also continued to support its partner, the B&B Hôtels group, by signing, in May 2014, a lease in advance of completion for the development of a B&B hôtel with 107 rooms in the Paris region, in Romainville, for around €6 million. Delivery is scheduled for the end of September 2015.
The Porte des Lilas Hotel B&B (valued at €26 million in the first half of 2014) was delivered at the end of June 2014.
Moreover it has signed a partnership agreement on the financing of nine new hotels in Germany for an amount of €50 million in the next three years.
1.3.3.9. Asset values
1.3.3.9.1. Asset changes
| (€M) | Value ED 2013 GS |
Value adjustment |
Acquisitions | Disposals | Invest. | Transfert | Value ED H1 2014 GS FDM |
|---|---|---|---|---|---|---|---|
| Assets in operation | 2,940.6 | 13.5 | 54.1 | -135.0 | 6.0 | 26.0 | 2,905.1 |
| Assets under developement |
25.7 | 1.4 | 7.1 | -26.0 | 8.2 | ||
| TOTAL | 2,966.3 | 14.9 | 54.1 | -135.0 | 13.1 | 0.0 | 2,913.3 |
The asset value of Foncière des Murs amounted to €2,913 million as at 30 June 2014, up on a like-for-like basis by 0.7% on the half. The increase in values is mainly due to strong growth in capitalisation rates, given the investment in the very promising hotel sector.
1.3.3.9.2. Like-for-like change: +0.7%
| (€M) | 100% value ED 2013 GS |
100% value ED H1 2014 |
Value ED H1 2014 GS |
LFL change 6 months |
Yield ED H1 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|---|
| Paris excl. CBD | 379.2 | 365.4 | 359.7 | 1.5% | 5.6% | 5.7% | 11% |
| Inner suburbs | 324.6 | 312.7 | 292.7 | 0.5% | 5.6% | 6.1% | 10% |
| Outer suburbs | 250.3 | 293.0 | 256.6 | 2.5% | 5.4% | 6.1% | 9% |
| Total Paris Regions | 954.2 | 971.2 | 908.9 | 1.5% | 5.6% | 6.0% | 30% |
| MRC | 556.5 | 610.0 | 537.7 | 0.6% | 6.2% | 6.2% | 19% |
| Other French Regions | 1,002.2 | 1,100.4 | 961.2 | 0.0% | 6.5% | 6.5% | 35% |
| International | 453.5 | 505.5 | 505.5 | 0.7% | 6.5% | 6.5% | 16% |
| TOTAL | 2,966.3 | 3,187.1 | 2,913.3 | 0.7% | 6.2% | 6.3% | 100% |
| (€M) | 100% value ED 2013 GS |
100% value ED H1 2014 |
Value ED H1 2014 GS |
LFL change 6 months |
Yield ED H1 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|---|
| Hotels | 2,011.1 | 2,335.1 | 2,067.1 | 1.0% | 6.3% | 6.3% | 73% |
| Healthcare | 331.8 | 241.9 | 241.9 | 0.0% | 6.5% | 6.5% | 8% |
| Retail Premises | 597.6 | 596.1 | 596.1 | 0.1% | 6.3% | 6.3% | 19% |
| Total in operation | 2,940.6 | 3,173.1 | 2,905.1 | 0.7% | 6.3% | 6.3% | 100% |
| Assets under developement | 14.0 | 8.2 | 1.5% | 5.9% | 6.5% | 0% | |
| TOTAL | 2,966.3 | 3,187.1 | 2,913.3 | 0.7% | 6.3% | 6.3% | 100% |
In the hotel sector, a like-for-like advance of 1.0% is noted, compared to the end of 2013. The healthcare sector is stable, due to the combined effect of the Indexation of rents (+0.6%) and the rise in transfer fees. The like-for-like stability of Retail Premises is due to the combined effect of compressed capitalisation rates and the rise in transfer fees.
1.3.4. RESIDENTIAL
Foncière Développement Logements, a subsidiary of Foncière des Régions, specialises in the holding of residential assets. In this six month period the company has separated its French portfolio (25% of the portfolio) and German portfolio (75% of the portfolio) as announced on 28 April 2014, by disposing of the capital of its German subsidiary IMMEO to its main shareholders. This transaction became effective on 9 July 2014.
On 30 June 2014, Foncière des Régions held 59.7% of Foncière Développement Logements.
1.3.4.1. Rents received – Germany: +2.0% on a like-for-like basis
1.3.4.1.1. Geographic breakdown
| (€M) | Rental income H1 2013 |
Rental income H1 2014 |
Change (%) | Change (%) LFL |
% of rental income |
|---|---|---|---|---|---|
| Paris and Neuilly | 8.2 | 7.4 | -9.7% | N/A | 49% |
| IDF excl. Paris and Neuilly | 3.1 | 2.8 | -9.5% | N/A | 18% |
| Rhône-Alpes | 1.7 | 1.5 | -12.0% | N/A | 10% |
| PACA | 2.0 | 2.1 | 3.4% | N/A | 14% |
| Large Ouest | 1.0 | 0.8 | -15.6% | N/A | 6% |
| East(1) | 0.5 | 0.5 | -6.6% | N/A | 3% |
| Total France(1) | 16.6 | 15.2 | -8.5% | N/A | 15% |
| Berlin | 7.3 | 16.4 | 124.7% | 5.8% | 20% |
| Datteln | 3.6 | 3.6 | 0.8% | 1.1% | 4% |
| Dresde | 0.0 | 2.6 | N/A | N/A | 3% |
| Duisburg | 27.1 | 20.9 | -23.0% | N/A | 25% |
| Dusseldorf | 1.2 | 0.9 | -25.0% | 2.0% | 1% |
| Essen | 16.3 | 16.2 | -0.7% | 0.8% | 19% |
| Mulheim | 6.2 | 6.2 | 0.0% | 1.4% | 7% |
| Oberhausen | 5.0 | 5.0 | 1.3% | 2.1% | 6% |
| Autre | 11.2 | 11.5 | 3.3% | 1.8% | 14% |
| Total Germany | 77.9 | 83.4 | 7.1% | 2.0% | 85% |
| TOTAL | 94.5 | 98.6 | 4.3% | N/A | 100% |
(1) Including an office building in Luxembourg.
Rental Income was €98.6 million in the 1st half of 2014 compared to €94.5 million for the same period in 2013. This increase is mainly due to the impact of the Acquisitions completed in Germany during the 2nd half of 2013 and the 1st half of 2014.
1.3.4.2. Annualised rents: €207 million
1.3.4.2.1.Geographic breakdown
| (€M) | Annualised rental income H1 2013 |
Annualised rental income H1 2014 |
Change (%) | % of rental income |
|---|---|---|---|---|
| Paris and Neuilly | 16.4 | 14.5 | -11% | 49% |
| IDF excl. Paris et Neuilly | 6.1 | 5.5 | -11% | 18% |
| Rhône-Alpes | 3.4 | 2.9 | -12% | 10% |
| PACA | 4.2 | 4.2 | 1% | 14% |
| Large West | 1.9 | 1.6 | -13% | 6% |
| East(1) | 0.7 | 1.0 | 36% | 3% |
| Total France(1) | 32.6 | 29.7 | -8.9% | 15% |
| Berlin | 15.1 | 36.6 | 141.4% | 21% |
| Datteln | 7.4 | 7.5 | 1.0% | 4% |
| Dresde | 0.0 | 5.1 | N/A | 3% |
| Duisburg | 44.6 | 44.6 | -0.2% | 25% |
| Dusseldorf | 1.5 | 1.9 | 27.5% | 1% |
| Essen | 33.3 | 33.1 | -0.7% | 19% |
| Mulheim | 12.9 | 12.9 | 0.3% | 7% |
| Oberhausen | 10.5 | 10.4 | -0.6% | 6% |
| Other | 23.1 | 25.1 | 8.9% | 14% |
| Total Germany | 148.5 | 177.2 | 19.3% | 85% |
| TOTAL | 181.1 | 206.9 | 14.2% | 100% |
(1) Including an office building in Luxembourg.
Annual Rental Income are up in Germany due to the Acquisitions of 2013 and 2014.
1.3.4.3. Indexation
The index used to calculate the Indexation in France is the IRL. In Germany, rents are limited by the Mietspiegel.
1.3.4.4. Occupancy rate (in Germany)
| (%) | 2013 | H1 2014 |
|---|---|---|
| Germany | ||
| Berlin | 99.1% | 99.3% |
| Datteln | 99.2% | 99.2% |
| Dresde | 98.7% | 98.9% |
| Duisburg | 97.4% | 96.7% |
| Dusseldorf | 100.0% | 100.0% |
| Essen | 99.2% | 99.1% |
| Mulheim | 99.1% | 99.2% |
| Oberhausen | 97.2% | 98.6% |
| Other | 99.6% | 98.4% |
| TOTAL | 98.7% | 98.6% |
The occupancy rate of operational assets is still high at 98.6% at 30 June 2014, stable compared to 30 June 2013 (98.7%).
1.3.4.5. Unpaid rent
| (€M) | H1 2013 | H1 2014 |
|---|---|---|
| As % of rental income | 1.16% | 1.4% |
| In value(1) | 1.1 | 1.4 |
(1) Net provision/reversals of provison.
The impact of unpaid rent on the income statement is stable as a percentage of annualised rents between 30 June 2014 and 30 June 2013, and remains at a manageable level.
1.3.4.6. Disposals and agreements for disposals: €194 million
| (€M) | Disposals (agreements as of end of 2013 closed) |
Agreements as of end of H1 2013 to close |
New disposals H1 2014 |
New agreements H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield | Total |
|---|---|---|---|---|---|---|---|---|
| France | 16.9 | - | 16.0 | 28.1 | 44.2 | 8.7% | 1.7% | 61.1 |
| Germany | 12.9 | 105.8 | 8.7 | 5.2 | 13.9 | 8.8% | 4.6% | 132.5 |
| TOTAL | 29.8 | 105.8 | 24.7 | 33.3 | 58.0 | 8.7% | 3.6% | 193.6 |
In France, disposals were mainly assets located in Île-de-France (70%). In Germany, disposals were mainly in the Ruhr (60%). The amount of new commitments amounted to €58 million and were made with a margin of 8.7%.
1.3.4.7. Acquisitions: 95.3 million in Germany
| Assets | Surface (sq. m) |
Location | Acquisition Price (€M) |
Yield(1) |
|---|---|---|---|---|
| Berlin, Dresde, | ||||
| Germany | 79,043 | Leipzig | 95.3 | 6.4% |
| TOTAL | 79,043 | 95.3 | 6.4% |
(1) Yield on potential rent.
In Germany, three investment operations took place in Berlin, Dresden and Leipzig for an amount of €95.3 million including costs and taxes, i.e., €90.5 million excluding taxes. These acquisitions are fully in Foncière des Region's strategy to expand in Germany, dynamic regions with a high potential for rental growth.
1.3.4.8. Asset values
1.3.4.8.1. Changes in asset value
| (€M) | Value ED 2012 |
Value adjustment |
Acquisitions | Disposals | Invest. | Transfer | Value ED H1 2014 |
|---|---|---|---|---|---|---|---|
| France | 870.6 | 23.5 | 0.0 | 31.8 | 0.0 | 0.0 | 862.3 |
| Germany | 2,446.0 | 36.7 | 95.3 | 20.2 | 0.0 | 0.0 | 2,558.0 |
| TOTAL | 3,316.6 | 60.2 | 95.3 | 52.0 | 0.0 | 0.0 | 3,420.3 |
(1) Including an office building in Luxembourg.
On 30 June 2014, the consolidated Foncière Développement Logements portfolio was valued at €3.420 billion – a like for like increase of +1.8% over the six months.
1.3.4.8.2. Like-for-like change: +1.8%
| (€M) | 100% value ED 2013 |
100% value ED H1 2014 |
LFL change 6 months |
Yield ED 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|
| Total France(1) | 871 | 862 | 2.8% | 3.5% | 3.4% | 25% |
| Total Germany(2) | 2,446 | 2,558 | 1.5% | 6.6% | 6.7% | 75% |
| TOTAL | 3,317 | 3,420 | 1.8% | 5.8% | 5.9% | 100% |
(1) Including an office in Luxembourg.
(2) Excluding services in Oberhausen.
1.3.5. LOGISTICS
1.3.5.1. Accounted rental income: -1.8% like-for-like
| (€M) | Surfaces (sq. m) |
Rental income H1 2013 |
Rental income H1 2014 |
Change (%) | Change (%) LFL |
% rental income |
|---|---|---|---|---|---|---|
| TOTAL | 534,960 | 28.0 | 24.0 | -14.3% | -1.8% | 100% |
The rents for the first half of 2014 amounted to €24.0 million, or a reduction of 14.3% in comparison with 30 June 2013. This variation is explained by:
w the disposals completed in H2 2013 and H1 2014 (-€3.9 million)
w the indexation and the staged rents (+€0.1 million)
w the arrivals and departures of tenants (in 2013, departures of Telemarket in Pantin and Decathlon in Bussy-Saint-George partially offset by lettings in Chalon) and the renewals (-€0.2 million).
On a like-for-like basis, rents are down by 1.8%.
The average rate of expenses in the first half of 2014 amounted to 20%, stable in comparison with 2013.
1.3.5.2. Annualised rents: €18.5 million
| (€M) | Surface (sq. m) |
Number of assets |
Annualised rental income 2013 |
Annualised rental income H1 2014 |
Change (%) |
% of rental income |
|---|---|---|---|---|---|---|
| TOTAL | 534,960 | 10 | 56.2 | 18.5 | -67.0% | 100% |
Following the disposals completed in the first half of 2014, the annualised rents fell by 67%.
1.3.5.3. Indexation
In France, the indices used to calculate the indexation are those of the lCC and the ILAT. The rents which benefit from a cap or a tunnel of indexation represent 22% of the annualised rents.
1.3.5.4. Rental activity
During the first half of 2014, 9,158 sq. m of new leases were signed on the residual perimeter, particularly in Pantin, representing €0.5 million of annualised rents.
| (€M) | Surface (sq. m) |
Annualised rental income |
Annualised rental income (€/sq. m) |
|---|---|---|---|
| Vacating | 7,830 | 0.4 | 51 |
| Letting | 9,158 | 0.5 | 51 |
| Renewal | 64,457 | 2.4 | 37 |
1.3.5.5. Maturity date table and occupancy rate
1.3.5.5.1. Maturity dates for the leases: 4.4 years of residual term for the leases (2.1 years firm)
As a result of the disposal programme carried out in the first half of 2014, the residual term of the leases in place is 4.4 years (2.1 years firm), down in comparison with the end of 2013 (5.5 years), and displays the following profile.
| (€M) | By lease end date (1st break) |
% of total | By lease end date |
% of total |
|---|---|---|---|---|
| 2014 | 1.6 | 9% | 1.6 | 9% |
| 2015 | 6.8 | 37% | 1.9 | 10% |
| 2016 | 4.4 | 24% | 2.5 | 14% |
| 2017 | 3.0 | 16% | 2.0 | 11% |
| 2018 | 1.2 | 6% | 1.7 | 9% |
| 2019 | 1.6 | 8% | 2.0 | 11% |
| 2020 | 0.0 | 0% | 2.9 | 15% |
| 2021 | 0.0 | 0% | 1.0 | 5% |
| 2022 | 0.0 | 0% | 1.1 | 6% |
| 2023 | 0.0 | 0% | 0.6 | 3% |
| Beyond | 0.0 | 0% | 1.4 | 7% |
| TOTAL | 18.5 | 100% | 18.5 | 100% |
1.3.5.5.2. Occupancy rate and type: an occupancy rate of 75.5%
The spot occupancy rate fell to a level of 75.5% at 30 June 2014, as a result of the significant change in perimeter recorded over the first half of 2014. Over the residual portfolio, the vacancy rate is slightly down, thanks to the marketing efforts made on the Pantin site.
Occupancy rate
| (%) 2013 |
H1 2014 |
|---|---|
| TOTAL 85.5% |
75.5% |
1.3.5.6. Unpaid rent
| (€M) | 2013 | H1 2014 |
|---|---|---|
| As % of rental income | 3.2% | 0.0% |
| In value(1) | 1.7 | 0.0 |
| (1) Net provision/reversals of provison. |
The impact of unpaid rents in the company's financial statements over the first half of 2014 is zero, down by €1.7 million in comparison with 31 December 2013, principally related to the judicial liquidation of Télémarket, recognised in the financial statements in 2013.
1.3.5.7. Disposals and agreements for disposals: €499 million
| Disposals (agreements |
Agreements | New | New | ||||
|---|---|---|---|---|---|---|---|
| (€M) | as of end of 2013 closed) |
as of end of 2013 to close |
disposals H1 2014 |
agreements H1 2014 |
Total H1 2014 |
Margin vs. 2013 value |
Yield |
| TOTAL | 0.0 | 0.0 | 497.3 | 2.0 | 499.3 | -0.7% | 7.4% |
Over the first half of 2014, Foncière des Régions continued its strategic refocusing by the deployment of an active rotation policy for its logistics portfolio. This policy has resulted in the finalisation of several sales processes or a total amount of €499 million.
- w €473 million, representing 17 logistics platforms with a total surface area of almost 750,000 sq. m, sold to property funds managed by Blackstone
- w €26 million of unitary properties sold to users.
1.3.5.8. Asset values
1.3.5.8.1. Changes in asset value
| (€M) | Value ED H1 2013 |
Value adjustment |
Acquisitions | Disposals | Invest. | Transfert | Value ED H1 2014 |
|---|---|---|---|---|---|---|---|
| TOTAL | 790.9 | -5.4 | 0.0 | -503.4 | 7.0 | 0.0 | 289 |
Foncière des Regions holds a land by nearly 400,000 sq. m to eventually develop 90,000 sq. m of warehouse.
1.3.5.8.2. Change on a like-for-like basis
Experts' valuations, on a like-for-like basis over six months, fell by 1.2%. This change is primarily related to a rent reduction of 1.8% LFL. The entire portfolio being operated is valued on the basis of a yield in annualised rent of 6.4% at the end of June 2014.
| (€M) | Value ED 2013 100% |
Value ED H1 2014 100% |
Value ED H1 2014 GS |
LFL change 6 months |
Yield ED 2013 |
Yield ED H1 2014 |
% of total value |
|---|---|---|---|---|---|---|---|
| TOTAL | 790.9 | 289 | 289 | -1.2% | 7.4% | 6.4% | 100% |
1.4. Financial information and comments
The business of Foncière des Régions consists of the acquisition, ownership, administration and leasing of properties, developed or otherwise, specifically in the office, hotel, service and parking sectors.
Registered in France, Foncière des Régions is a limited company (société anonyme) with a Board of Directors.
1.4.1. SCOPE OF CONSOLIDATION
The scope of consolidation of Foncière des Régions as at 30 June 2014 includes companies located in France and in six European countries (in Italy for Offices, Hotels and Service and Residential, in Portugal, Belgium, Netherlands and Luxembourg for the Service Sector).
The main percentages of control during the year were as follows:
| Subsidiaries | H1 2013 | 2013 | H1 2014 |
|---|---|---|---|
| Foncière Développement Logements | 31.6% | 59.7% | 59.7% |
| Foncière des Murs | 28.3% | 28.3% | 28.3% |
| Beni Stabili | 50.9% | 50.9% | 50.9% |
| OPCI CB 21 (Tour CB 21) | 75.0% | 75.0% | 75.0% |
| Urbis Park | 59.5% | 59.5% | 59.5% |
| Fédérimmo (Carré Suffren) | 60.0% | 60.0% | 60.0% |
| SCI Latécoëre (DS Campus) | 50.1% | 50.1% | 50.1% |
| SCI 11, Place de l'Europe (Campus Eiffage) | 100.0% | 50.1% | 50.1% |
| Lenovilla (New Vélizy) | 50.1% | 50.1% | 50.1% |
Note that Foncière des Régions increased its equity interest in Foncière Développement Logements following the public offer of exchange in August 2013. On completion of this public offer of exchange, Foncière des Régions held 59.7% of Foncière Développement Logements, which is fully consolidated as of 1 August 2013.
1.4.2. ACCOUNTING STANDARDS
The consolidated financial statements were prepared in accordance with IAS 34 "International financial information". They were approved by the Board of Directors on 23 July 2014.
The consolidated financial statements as at 30 June 2014 were prepared in accordance with the accounting standards and interpretations issued by the IASB and adopted by the European Union on the date of preparation.
In application of IFRS 5, the Logistics business, 63% of the assets of which were disposed of during the first half, is presented as "Discontinued operations" in the financial statements. The tables below present the financial statements separately before and after the reclassification of the Logistics business. Note that this reclassification does not alter net income and that the changes in the income statement are calculated before the reclassification of "Discontinued operations".
1.4.3. EPRA INCOME STATEMENTS
| Consolidated | GS | Change GS |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| (€M) | H1 2013 |
H1 2014 before reclassi fication |
Discon tinued operations |
H1 2014 | H1 2013 |
H1 2014 before reclassi fication |
Discon tinued operations |
H1 2014 | % |
| Rental income | 381.3 | 462.2 | 24.0 | 438.2 | 243.9 | 287.7 | 24.0 | 263.7 | 18.0% |
| Unrecovered rental costs | -18.7 | -22.0 | -3.1 | -18.9 | -12.6 | -14.3 | -3.1 | -11.2 | 13.1% |
| Expenses on properties | -7.2 | -13.2 | -1.0 | -12.2 | -4.6 | -8.1 | -1.0 | -7.1 | 77.2% |
| Net expenses on unrecoverable receivables |
-4.3 | -3.1 | 0.0 | -3.1 | -2.6 | -1.7 | 0.0 | -1.7 | -35.6% |
| Net rental income | 351.0 | 423.9 | 19.9 | 403.9 | 224.0 | 263.5 | 19.9 | 243,6 | 17.6% |
| ratio of costs to revenues | 7.9% | 8.3% | 17.1% | 7.8% | 8.1% | 8.4% | 17.1% | 7.6% | 0% |
| Management and administration revenues | 9.3 | 12.0 | 0.3 | 11.7 | 9.4 | 11.6 | 0.3 | 11.3 | 23% |
| Activity-related costs | -2.4 | -2.9 | -0.1 | -2.8 | -1.7 | -1.7 | -0.1 | -1.6 | 0% |
| Committed fixed costs | -34.5 | -51.1 | -0.8 | -50.4 | -26.8 | -37.0 | -0.8 | -36.2 | 38% |
| Development costs | -0.2 | -0.2 | 0.0 | -0.2 | -0.2 | -0.1 | 0.0 | -0.1 | -45% |
| Net cost of operations | -27.8 | -42.2 | -0.6 | -41.6 | -19.3 | -27.2 | -0.6 | -26.6 | 41% |
| Income from other activities | 8.1 | 13.2 | 0.0 | 13.2 | 5.5 | 10.6 | 0.0 | 10.6 | 94% |
| Depreciation of operating assets | -7.3 | -7.9 | 0.0 | -7.9 | -5.0 | -5.2 | 0.0 | -5.2 | 4% |
| Net change in provisions and other | 4.1 | -3.7 | -2.1 | -1.6 | 4.4 | -2.8 | -2.1 | -0.8 | -164% |
| CURRENT OPERATING INCOME |
328.1 | 383.1 | 17.2 | 365.9 | 209.6 | 238.9 | 17.2 | 221.6 | 14% |
| Net income from inventory properties | -1.6 | -0.6 | 0.0 | -0.6 | -1.0 | -0.4 | 0.0 | -0.4 | -59% |
| Income from asset disposals | 0.8 | -10.9 | -7.6 | -3.2 | -1.3 | -10.5 | -7.6 | -2.9 | 715% |
| Income from value adjustments | 26.4 | 66.7 | -6.0 | 72.7 | 12.5 | 43.3 | -6.0 | 49.3 | 247% |
| Income from disposal of securities | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0% |
| Income from changes in scope | 3.2 | 27.9 | 27.9 | 0.0 | 3.2 | 28.1 | 28.1 | 0.0 | 782% |
| OPERATING INCOME |
356.8 | 466.3 | 31.8 | 434.5 | 223.0 | 299.3 | 31.8 | 267.5 | 34% |
| Income from non-consolidated companies | 8.9 | 0.0 | 0,0 | 0.0 | 8.9 | 0.0 | 0.0 | 0.0 | -100% |
| Cost of net financial debt | -139.8 | -151.7 | -5.9 | -145.7 | -88.3 | -92.1 | -5.9 | -86.2 | 4% |
| Value adjustment on derivatives | 74.4 | -216.9 | -5.3 | -211.6 | 53.6 | -144.7 | -5.3 | -139.4 | -370% |
| Discounting of liabilities and receivables | -1.4 | -4.2 | -0.2 | -4.0 | -1.3 | -2.9 | -0.2 | -2.8 | 129% |
| Net change in financial and other provisions |
-13.0 | -21.9 | 0.0 | -21.9 | -7.1 | -12.8 | 0.0 | -12.8 | 82% |
| Share in earnings of affiliates | 25.0 | 10.4 | 0.0 | 10.4 | 22.4 | 9.5 | 0.0 | 9.5 | -58% |
| PRE -TAX INCOME |
310.9 | 82.0 | 20.4 | 61.6 | 211.3 | 56.3 | 20.4 | 35.9 | -73% |
| Deferred tax | -2.2 | -9.0 | 0.4 | -9.4 | -4.5 | -2.3 | 0.4 | -2.7 | -48% |
| Corporate income tax | -4.0 | -3.8 | 0.4 | -4.2 | -1.7 | -2.3 | 0.4 | -2.7 | 32% |
| NET INCOME FRO M CONTIN UING OPERATIONS |
304.8 | 69.2 | 0.0 | 48.0 | 205.1 | 51.7 | 0.0 | 30.4 | -75% |
| Post-tax profit or loss | |||||||||
| of discontinued operations | 0.0 | 0.0 | 0.0 | 21.2 | 0.0 | 0.0 | 21.2 | 0% | |
| NET INCOME FRO M DISCONTIN UED OPERATIONS |
0.0 | 0.0 | 0.0 | 21.2 | 0.0 | 0.0 | 21.2 | 0% | |
| NET INCOME FOR THE PERIO D |
304.8 | 69.2 | 21.2 | 69.2 | 0.0 | 51.7 | 21.2 | 51.7 | -75% |
| Non-controlling interests | -99.6 | -17.5 | 0.0 | -17.5 | 0.0 | 0.0 | 0.0 | 0.0 | 0% |
| NET INCOME FOR THE PERIO D – GS |
205.1 | 51.7 | 21.2 | 51.7 | 205.1 | 51.7 | 21.2 | 51.7 | -75% |
1.4.3.1. Rental Income
Rental income, Group share, rose 18% to €287.7 million (vs. €243.9 million), mainly due to the consolidation of the Residential business (€58 million). This increase in rental income was offset by the effect of asset disposals.
The change in rental income by sector was as follows:
- w decrease in rental income in the Offices France sector (€8.8 million, GS), related to disposals
- w decrease in rental income for Hotels/Service sector (€1.6 million, GS) related to sales and the drop in Accor's revenues
- w decrease in rental income for Logistics (€4 million, GS), due to disposals in 2013 and 2014.
In consolidated data, rental income increased 21.2% (up €80.9 million):
| w Offices France | -€7.7 million (-5.7%) |
|---|---|
| w Offices Italy | -€0.4 million (+0.3%) |
| w Hotels/Service Sector | -€5.5 million (-5.4%) |
| w Logistics | -€4 million (-14.4%) |
| w Residential | +€98.6 million (N/A) |
1.4.3.2. Net operating coasts
Net operating costs, before reclassification of discontinued operations amounted to €27.2 million (GS) at 30 June 2014 (€42.2 million on a consolidated basis), up from €19.3 million at 30 June 2013 (€27.8 million on a consolidated basis), giving an increase of 41%.
This increase stems primarily from the consolidation of the Residential business. Stripping out the impact of Residential, net operating costs dipped slightly in H1 2014. These overhead expenses mainly consist of payroll, attorneys' fees, auditors' fees, and office, communications and IT costs.
1.4.3.3. Income from other activities
Other business income mainly concerns the parking activity, i.e. car parks owned or under concession, as well as property development.
1.4.3.7. Share in earnings of affiliates
Net income from these businesses was up in first-half 2014. Other business income stood at €10.6 million at 30 June 2014 (in Group share), compared to €5.5 million for the same period in the prior year.
1.4.3.4. Depreciation and provisions
Allowances for depreciation and provisions during the period consisted largely of depreciation on operating properties and car parks.
1.4.3.5. Change in the fair value of assets
The income statement recognises changes in the fair value of assets based on appraisals conducted on the portfolio. In first-half 2014, the change in the fair value of investment assets was positive by €43.3 million for the Group share and €66.7 million on a consolidated basis, versus €12.5 million (GS) at 30 June 2013 (+€26.4 million at 100%).
Operating income, Group share, thus amounted to 299.3 million at 30 June 2014, as against €223 million at 30 June 2013.
1.4.3.6. Financial coasts and fair value
Financial expenses stood at €92.1 million in Group share (compared to €88.3 million as at 30 June 2013) and at €151.7 million on a consolidated basis (vs. €139.8 million as at 30 June 2013). The amount of interest capitalised on assets under development amounted to €10.2 million (Group share) for first-half 2014.
The change in the fair value of financial instruments was negative €144.7 million in Group share at 30 June 2014 (-€216.9 million on a consolidated basis), compared to positive €53.6 million in Group share (+€74.4 in consolidated data) at 30 June 2013. This was after a reduction in long-term rates between the two periods and a change in the fair value of the ORNANE between 2013 and 2014 (-€83.9 million in Group share and -€112.9 million at 100%).
| Contribution | |||||
|---|---|---|---|---|---|
| Consolidated data | % interest | Value 2014 | to earnings | Value 2012 | Change (%) |
| OPCI Foncière des Murs | 19.90% | 68.9 | -2.9 | 71.8 | -4.0% |
| SCI Latécoëre (Dassault Campus) | 50.10% | 94.4 | -0.9 | 95.3 | -0.9% |
| Lénovilla (New Vélizy) | 50.10% | 10.6 | 3.7 | 6.9 | 53.6% |
| Other equity interests | 10.2 | -0.5 | 10.8 | -5.6% | |
| TOTAL | 184.1 | -0.7 | 184.8 | -0.4% |
1.4.3.8. Income from changes in scope
Income from changes in the scope of consolidation was €27.9 million and corresponds, especially, to the earnings impact of the disposal of companies in the Logistics sector (reversal of deferred tax).
1.4.3.9. Income from non consolidated affiliates
Income from non consolidated companies at 30 June 2013 pertains to €8.9 million in dividends from Altarea. Note that the Group had disposed of its entire holding in this company, since September 2013.
1.4.3.10. Tax regime
Taxes determined are for:
- w foreign companies not covered or only partially covered by a specific scheme for real estate businesses
- w French subsidiaries not having opted for the SIIC regime
- w French SIIC or Italian subsidiaries with taxable activity.
1.4.3.11. EPRA recurrent net income
| Group share (€M) |
H1 2013 | H1 2014 before reclassification |
Change | (%) |
|---|---|---|---|---|
| NET RENTAL INCOME |
225.6 | 263.5 | 37.9 | 16.8% |
| Net operating costs | -18.0 | -26.2 | -8.2 | 45.6% |
| Income from other activities | 5.6 | 10.5 | 4.9 | 87.5% |
| Net change in provisions and other | 0.0 | 0.0 | 0.0 | N/A |
| Cost of net financial debt | -87.5 | -89.8 | -2.3 | 2.6% |
| Recurrent net income from equity affiliates | 15.9 | 7.0 | -8.9 | -56.0% |
| Income from non consolidated affiliates | 8.9 | 0.0 | -8.9 | N/A |
| Recurrent tax | -1.2 | -1.4 | -0.2 | 16.7% |
| EPRA RECURRENT NET INCOME |
149.3 | 163.6 | 14.3 | 9.6% |
| EPRA RECURRENT NET INCOME PER SHARE |
2.6 | 2.6 | 0.0 | 0.4% |
| Fair value adjustment on real estate assets | 12.5 | 43.3 | 30.8 | 246.4% |
| Other asset value adjustments | 0.0 | 0.0 | 0.0 | N/A |
| Fair value adjustment on financial instruments | 53.6 | -144.7 | -198.3 | -370.0% |
| Other | -5.8 | -7.3 | -1.5 | 25.9% |
| Non-recurrent tax | -4.5 | -3.2 | 1.3 | -28.9% |
| NET INCOME |
205.1 | 51.7 | -153.4 | -74.8% |
| Diluted average number of shares | 57,494,770 | 62,699,082 | 5,204,312 | 9.1% |
| Net income GS |
Restatements | EPRA RNI |
|
|---|---|---|---|
| NET RENTAL INCOME |
263.5 | 0.0 | 263.5 |
| Operating costs | -27.2 | 1.1 | -26.1 |
| Income from other activities | 10.6 | -0.2 | 10.5 |
| Depreciation of operating assets | -5.2 | 5.2 | 0.0 |
| Net change in provisions and other | -2.8 | 2.8 | 0.0 |
| CURRENT OPERATING INCOME |
238.9 | 8.9 | 247.8 |
| Net income from inventory properties | -0.4 | 0.4 | 0.0 |
| Income from asset disposals | -10.5 | 10.5 | 0.0 |
| Income from value adjustments | 43.3 | -43.3 | 0.0 |
| Income from disposal of securities | 0.0 | 0.0 | 0.0 |
| Income from changes in scope | 28.1 | -28.1 | 0.0 |
| OPERATING INCOME |
299.3 | -51.5 | 247.8 |
| Income from non-consolidated companies | 0.0 | 0.0 | 0.0 |
| COST OF NET FINAN CIAL DEBT |
-92.1 | 2.3 | -89.8 |
| Value adjustment on derivatives | -144.7 | 144.7 | 0.0 |
| Discounting of liabilities and receivables | -2.9 | 2.9 | 0.0 |
| Net change in financial provisions | -12.8 | 12.8 | 0.0 |
| Share in earnings of affiliates | 9.5 | -2.5(1) | 7.0 |
| PRE -TAX NET INCOME |
56.3 | 108.7 | 165.0 |
| Deferred tax | -2.3 | 2.3 | 0.0 |
| Corporate income tax | -2.3 | 0.9 | -1.4 |
| NET INCOME FOR THE PERIO D |
51.7 | 111.9 | 163.6 |
(1) Non cash amount from result of affiliates.
1.4.4. BALANCE SHEET
1.4.4.1. Consolidated balance sheet
| H1 2014 before reclassifi |
Discon tinued opera |
H1 | H1 2014 before reclassifi |
Discon tinued opera |
H1 | ||||
|---|---|---|---|---|---|---|---|---|---|
| (€M) | 2013 | cation | tions | 2014 | 2013 | cation | tions | 2014 | |
| Non-current assets | Shareholders' equity | ||||||||
| Capital | 188 | 188 | 0 | 188 | |||||
| Intangible assets | 154 | 151 | 0 | 151 | Additional paid-in capital | 2,371 | 2,291 | 0 | 2,291 |
| Treasury stock | -11 | -4 | 0 | -4 | |||||
| Tangible assets | 108 | 106 | 0 | 106 | Consolidated reserves | 1,402 | 1,562 | 0 | 1,562 |
| Investment properties | 14,298 | 13,804 | 0 13,804 | Earnings | 340 | 52 | 0 | 52 | |
| 0 | 0 | 0 | 0 | Total shareholders' equity Group share |
4,290 | 4,089 | 0 | 4,089 | |
| Financial assets | 156 | 200 | 0 | 200 | Non-controlling interests | 2,925 | 2,829 | 0 | 2,829 |
| Equity affiliates | 185 | 184 | 0 | 184 | Total shareholders' equity (I) |
7,215 | 6,918 | 0 | 6,918 |
| Deferred tax assets | 90 | 96 | 0 | 96 | Non-current liabilities | ||||
| Long-term financial | |||||||||
| instruments | 12 | 29 | 0 | 29 | |||||
| Long-term borrowings | 7,520 | 7,943 | 0 | 7,943 | |||||
| Long-term financial instruments |
476 | 602 | 18 | 584 | |||||
| Total non-current assets (I) | 15,002 | 14,569 | 0 | 14,569 | Deferred tax liabilities | 295 | 256 | 0 | 256 |
| Current assets | Pension and other liabilities | 41 | 41 | 0 | 41 | ||||
| Other long-term debt | 38 | 100 | 3 | 97 | |||||
| Assets held for sale | 1,197 | 1,140 | 289 | 851 | Total non-current liabilities (II ) |
8,369 | 8,943 | 22 | 8,921 |
| Loans and finance lease receivables |
10 | 4 | 0 | 4 | Current liabilities | ||||
| Inventories and work-in-progress |
80 | 82 | 0 | 82 | Liabilities held for sale | ||||
| Short-term financial | |||||||||
| instruments | 11 | 16 | 0 | 16 | Trade payables | 110 | 137 | 8 | 129 |
| Trade receivables | 283 | 338 | 14 | 325 | Short-term borrowings | 979 | 813 | 1 | 812 |
| Current tax | 3 | 7 | 4 | 3 | Short-term financial instruments |
95 | 88 | 2 | 86 |
| Other receivables | 202 | 261 | 5 | 257 | Tenant security deposits | 6 | 6 | 0 | 6 |
| Accrued expenses | 12 | 18 | 1 | 17 | Advances and deposits received on current orders |
134 | 159 | 10 | 149 |
| Cash and cash equivalents | 382 | 834 | 2 | 832 | Short-term provisions | 17 | 18 | 0 | 18 |
| Discontinued operations | 0 | 0 | 0 | 315 | Current tax | 5 | 4 | 0 | 5 |
| Other debt | 5 | 4 | 0 | 204 | |||||
| Accruals | 47 | 41 | 0 | 41 | |||||
| Discontinued operations | 0 | 0 | 0 | 57 | |||||
| Total current assets (II) | 2,179 | 2,700 | 315 | 2,700 | Total current liabilities (III) | 1,597 | 1,408 | 36 | 1,430 |
| TOTAL ASSETS (I+II+III) |
17,181 | 17,269 | 315 | 17,269 | TOTAL LIABILITIES (I+II+III) |
17,181 | 17,269 | 57 | 17,269 |
| H1 2014 before |
H1 2014 before |
||||
|---|---|---|---|---|---|
| Assets | reclassification | H1 2014 | Liabilities | reclassification | H1 2014 |
| Fixed assets | 14,061 | 14,061 | Shareholders' equity | 4,089 | 4,089 |
| Equity affiliates | 184 | 184 | Non-controlling interests | 2,829 | 2,829 |
| Financial assets | 200 | 200 | Shareholders' equity | 6,918 | 6,918 |
| Deferred tax assets | 96 | 96 | Borrowings | 8,756 | 8,755 |
| Financial instruments | 45 | 45 | Financial instruments | 690 | 670 |
| Assets held for sale | 1,140 | 851 | Deferred tax liabilities | 256 | 256 |
| Cash | 834 | 832 | Other liabilities | 648 | 669 |
| Other | 710 | 1,001 | |||
| TOTAL | 17,269 | 17,269 | 17,269 | 17,269 |
1.4.4.2. Simplified consolidated balance sheet
1.4.4.3. Simplified balance sheet, Group share
| H1 2014 before |
H1 2014 before |
||||
|---|---|---|---|---|---|
| Assets | reclassification | H1 2014 | Liabilities | reclassification | H1 2014 |
| Fixed assets | 8,222 | 8,222 | |||
| Equity affiliates | 134 | 134 | |||
| Financial assets | 185 | 185 | Shareholders' equity | 4,089 | 4,089 |
| Deferred tax assets | 49 | 49 | Borrowings | 5,478 | 5,477 |
| Financial instruments | 39 | 39 | Financial instruments | 485 | 465 |
| Assets held for sale | 871 | 582 | Deferred tax liabilities | 129 | 129 |
| Cash | 670 | 668 | Other | 468 | 489 |
| Other | 480 | 771 | |||
| TOTAL | 10,649 | 10,649 | Total 10,649 |
10,649 |
1.4.4.4. Shareholders' equity
The Group share of consolidated shareholders' equity declined from €4,290 million at end-2013 to €4,089 million at 30 June 2014, a decrease of €200.8 million, primarily due to:
- w income for the period +€51.7 million
- w impact of dividend distribution -€262.7 million
- w financial instruments included in shareholders' equity +€8 million
1.4.4.5. Net debt
Foncière des Régions' net debt amounted to €5,509 million in Group share, and €8,769 million on a consolidated basis. Net debt at 30 June 2014 was €4,834 million (GS) and €7,923 million (on a consolidated basis), compared to €5,098 million (GS) and €8,117 (consolidated) at end-2013. Net debt fell €263.8 million in Group share (decline €194.5 million consolidated).
1.5. Net Asset Value (NAV)
| 2013 | H1 2014 | Var. vs. 2013 |
Var. (%) vs. 2013 |
|
|---|---|---|---|---|
| EPRA NAV (€M) |
4,871.1 | 4,668.1 | -203.0 | -4.2% |
| EPRA NAV/share (€) | 77.7 | 74.3 | -3.4 | -4.4% |
| EPRA triple net NAV (€M) |
4,342.1 | 4,059.2 | -282.9 | -6.5% |
| EPRA triple net NAV/share (€) | 69.2 | 64.6 | -4.6 | -6.7% |
| Number of shares | 62,708,431 | 62,796,034 | 87,603 | 0.1% |
EPRA NAV 2013 EPRA NAV at the end of june 2014
| (€M) | (€/share) | |
|---|---|---|
| SHAREHOL DERS ' EQUITY |
4,089.3 | 65.12 |
| Fair value assessment of buildings (operation + inventory) | 21.5 | |
| Fair value assessment of parking facilities | 33.0 | |
| Fair value assessment of goodwill | 2.8 | |
| Fixed debt and Beni Stabili inflation swap | -103.4 | |
| Restatement of value ED | 16.0 | |
| EPRA TRIPLE NET NAV |
4,059.2 | 64.64 |
| Financial instruments and fix rate debt | 424.1 | |
| Deferred tax | 80.3 | |
| ORNANE | 104.6 | |
| EPRA NAV |
4,668.2 | 74.34 |
| IFRS NAV |
4,089.3 | 65.12 |
The property portfolio held directed by the Group was valued in full at 30 June 2014, by property experts including REAG and members of the AFREXIM: DTZ Eurexi, CBRE, JLL, BNP Paribas Real Estate, Cushman, on the basis of joint technical specifications prepared by the company, in compliance with professional practices.
Assets were estimated at values excluding and/or including duties. Estimates were made using the comparative method, the rent capitalisation method and the discounted future cash flows method.
Car parks were valued by capitalising the gross operating surplus generated by the business.
Other assets and liabilities were valued based on the IFRS values on the consolidated financial statements. The application of the fair value essentially concerns the valuation of the debt coverages and the ORNANES.
For companies shared with other investors, only the Group share was taken into account.
w Fair value adjustment for the buildings and business goodwill In accordance with IFRS standards, buildings operated as businesses and in stocks are valued at the historical cost. A value adjustment, in order to take into account the value of assessment, is recognised in the RNA for a total amount of €21.5 million.
Since business goodwill is not recognised in the consolidated financial statements, a restatement in order to recognise its fair value (as calculated by the valuers) is recognised in the RNA for an amount of €2.8 million as at 30 June 2014.
w Fair value adjustment for the car parks
Car parks are valued at historical cost in the consolidated financial statements. A restatement is made in the NAV to take into account the appraisal value of these assets, as well as the effect of the farm-outs and subsidies received in advance. The impact on the RNA is €33 million at 30 June 2014.
w Recalculation of the base cost excluding duties of certain assets
When a company, rather than the asset that it holds, can be sold off, transfer duties are recalculated based on the company's net asset value. The difference between these recalculated duties and the transfer duties already deducted from the value of the assets generates a restatement of €16 million at 30 June 2014.
w Fair value adjustment for fixed-rate debts
The Group has taken out fixed-rate loans. In accordance with the principles set out by the EPRA, the triple net RNA is corrected by the fair value of the fixed-rate debt, or an impact at 30 June 2014 of -€103.4 million.
1.6. Financial Resources
1.6.1. MAIN DEBT CHARACTERISTICS
| GS | 2013 | H1 2014 |
|---|---|---|
| Net debt, Group share (€M | 5,098 | 4,832 |
| Average annual rate of debt | 3.94% | 3.48% |
| Average maturity of debt (in years) | 4.5 | 4.2 |
| Debt active hedging spot rate | 80% | 82% |
| Average maturity of hedging | 4.9 | 4.8 |
| LTV Including Duties | 46.5% | 46.2% |
| ICR | 2.49 | 2.76 |
1.6.1.1. Debt by type
Foncière des Régions' net debt GS amounted to €4.8 billion as at 30 June 2014 (€7.9 billion on a consolidated basis).
As a share of total debt, Corporate debt rose from 48% at 31 December 2013 to 55% at 30 June 2014, notably due to the issue of new bonds during the financial year totalling €0.3 billion for the Group share.
In addition, as at 30 June 2014, cash and cash equivalents at Foncière des Régions amounted to almost €1.7 billion (Group share) and to €2 billion on a consolidated basis. These amounts do not include the unused portion of loans allocated to development projects under way.
1.6.1.2. Debt maturity
The average maturity of Foncière des Régions debt was 4.2 years at end-June 2014.
The 2014 and 2015 maturities are covered entirely by existing cash. 2014 maturities primarily concern Foncière des Régions (€106 million).
2015 maturities concern Beni Stabili (€493 million on a consolidated basis and €251 million in Group share) and Foncière des Régions (€82 million).
FDR FDM URBIS BS FDL
2014 2015 2016 2017 2018 2019 2020 2021 2022
and later
Debt maturity commitments – Group share
1.6.1.3. Main changes during the period
1.6.1.3.1. New debt issues: €1.4 billion at 100% (€0.7 billion, Group share)
- w Beni Stabili: €776 million raised and renegotiated in firsthalf 2014 (€395 million in Group share)
- w Beni Stabili placed a €350 million, unsecured inaugural bond issue in January 2014 with an annual coupon of 4.125% and maturing in four years, i.e. in January 2018.
- w As part of the diversification of its sources of financing, in March 2014, Beni Stabili successfully completed a private placement with institutional investors for a total of €250 million with a 3.50% coupon. The bond matures in April 2019.
- w In addition, Beni Stabili took out €60 million in new bank financing in the six-month period.
- w Lastly, Beni Stabili renegotiated three existing bank loans (€116 million) securing better conditions.
- w Hotels and Service sector: €209 million raised in 2014 (€59 million in GS)
- w In May 2014, Foncière des Murs took out €209 million in loans backed by a diversified asset portfolio mainly comprised of hotel assets, to:
- refinance the balance of mortgage loans set up in 2007
- refinance the €60 million mortgage loan taken out in 2013 to optimise the financial conditions of the facility.
- w Residential: €410 million raised in 2014 (€245 million in GS)
- w In first-half 2014, Foncière Développement Logements (FDL) raised €60 million in new financing in Germany with maturities of four to five years, intended to finance acquisitions of residential portfolios in Berlin, Dresden and Leipzig.
- w In France, FDL refinanced the Stockholm 1 and 2 loans in January 2014 with new debt for an initial amount of €350 million.
1.6.1.4. Hedging profile
During the 2014 financial year, the hedge management policy remained unchanged, with debt hedged at 90% to 100%, at least 75% of which had short-term hedges and all of which have maturities exceeding debt maturity.
Based on net debt at the end of June 2014, Foncière des Régions is covered (in Group share) up to 84% in short term hedges compared to 94% at the end of 2013. The average term of the hedges is 4.8 years for Group share.
1.6.1.5. Average interest rate on the debt and sensitivity
The average rate on the debt of Foncière des Régions stood at 3.48% in GS (end June 2014), compared to 3.94% in 2013. This decrease is primarily due to the full-year impact of bond issues, as well as hedge restructuring, including:
w the issue of a €270 million Beni Stabili ORNANE (October 2014) at 2.625% for five years and six months
1.6.2. FINANCIAL STRUCTURE
Except for the debt raised without recourse to the Group's property companies, the debt of Foncière des Régions and its subsidiaries generally includes bank covenants (based on ICR and LTV) on the borrower's consolidated financial statements. If these covenants are breached, early debt repayment could be required. These covenants are established in Group share for Foncière des Régions and for Foncière des Murs and on a consolidated basis for the subsidiaries of Foncière des Régions (if their debts include them):
- w the most restrictive consolidated LTV covenants at 30 June 2014 were 60% for Foncière des Régions, Foncière des Murs, Foncière Développement Logements and Beni Stabili
- w the threshold for consolidated ICR covenants differs from one property company to another, depending on the type of assets, and may be different from one debt to another even for the same property company, depending on debt seniority.
w the issue of a Foncière des Régions €345 million ORNANE (November 2014) at 0.875% for five years and four months.
For information purposes, a 50 bps drop in the three-month Euribor rate would have a positive impact of €0.7 million on recurring net income for 2014. The impact would be negative by €0.8 million in the event of a 50 bps hike.
The most restrictive ICR consolidated covenant applicable to the property investment companies are the following:
- w for Foncière des Régions: 200%
- w for Foncière des Murs: 200%
- w for Foncière Développement Logements: 150%
- w for Beni Stabili: 140%
- w moreover, for some scopes financed through dedicated debt, there are specific covenants which may be added to or replace the consolidated covenants
- w finally, with respect to Foncière des Régions, corporate loans have been amended following 2013 renegotiations. In particular for some they include the following ratios:
| Ratio | Covenant | H1 2014 |
|---|---|---|
| LTV | 60.0% | 50.6% |
| ICR | 200.0% | 276.0% |
| LTV IAssets | 62.5% / 65% | 56.2% |
| Secural debt ratio | 22.5% / 25% | 11.0% |
All covenants were fully complied with at the end of 2014. No loan has an accelerated payment clause contingent on a Foncière des Régions rating.
1.6.2.1. LTV calculation details
| GS (€M) |
2013 | H1 2014 |
|---|---|---|
| Net book debt(1) | 5,098 | 4,832 |
| Receivables on disposals | -413 | -351 |
| Security deposits received | -11 | -44 |
| Finance lease-backed debt | -3 | -3 |
| Net debt | 4,671 | 4,435 |
| Appraised value of real estate assets (ID) | 10,204 | 9,681 |
| Preliminary sale agreements | -413 | -351 |
| Financial assets | 40 | 37 |
| Goodwill | 3 | 3 |
| Receivables linked to associates | 79 | 92 |
| Share of equity affiliates | 132 | 134 |
| Value of assets | 10,044 | 9,595 |
| LT V ED | 48.9% | 48.7% |
| LTV ID | 46.5% | 46.2% |
(1) Adjusted for changes infair value of convertible bond (-€30 million).
1.7. Financial indicators of the main activities
| Foncière des Murs | Beni Stabili | |||||
|---|---|---|---|---|---|---|
| 2013 | 2014 | Var. (%) | 2013 | 2014 | Var. (%) | |
| EPRA Recurrent net income (€M) | 64.1 | 57.9 | -9.7% | 35.9 | 42.0 | 17.0% |
| EPRA Recurrent net income (€/share) |
1.00 | 0.90 | -9.7% | 0.02 | 0.02 | 16.0% |
| EPRA NAV (€/share) | 26.2 | 25.3 | -3.4% | 1.060 | 1.030 | -2.8% |
| EPRA triple net NAV (€M) |
23.3 | 22.0 | -5.6% | 0.960 | 0.886 | -7.7% |
| % of capital held by FDR | 28.3% | 28.3% | 50.9% | 50.9% | ||
| LTV ID | 40.9% | 42.8% | 49.9% | 50.9% | ||
| ICR | 3.2 | 3.2 | 1.6 | 1.7 |
| Foncière Développement Logements | |||
|---|---|---|---|
| 2013 | 2014 | Var. (%) | |
| EPRA Recurrent net income (€M) | 34.0 | 39.9 | 17.3% |
| EPRA Recurrent net income (€/share) |
0.49 | 0.58 | 17.3% |
| EPRA NAV (€/share) | 22.90 | 22.95 | 0.2% |
| EPRA triple net NAV (€M) |
20.00 | 19.20 | -4.0% |
| % of capital held by FDR | 31.6% | 59.7% | |
| LTV ID | 44.6% | 46.6% | |
| ICR | 2.2 | 2.4 |
2 CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014
2.1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014 56 2.1.1. Statement of financial position 56 2.1.2. Statement of net income (EPRA format) 58
| 2.1.3. | Statement of comprehensive income, | 59 |
|---|---|---|
| 2.1.4. | Statement of changes in shareholders' | |
| equity | 60 | |
| 2.1.5. | Statement of cash flows | 62 |
2.2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 64
| 2.2.1. | Accounting principles and methods | 64 |
|---|---|---|
| 2.2.2. | Financial risk management | 66 |
| 2.2.3. | Significant events during the period | 70 |
| 2.2.4. | Notes to the statement of financial | |
| position | 72 | |
| 2.2.5. | Notes to the statement of net income | 90 |
| 2.2.6. | Other information | 93 |
| 2.2.7. | Segment reporting | 100 |
| 2.2.8. | Subsequent events | 106 |
| 2.2.9. | Scope of consolidation | 107 |
2.1. Condensed consolidated financial statements as at 30 June 2014
2.1.1. STATEMENT OF FINANCIAL POSITION
Assets
| 30/06/2014 before |
Discontinued | ||||
|---|---|---|---|---|---|
| (€K) | Note | reclassification | operations(1) | 30/06/2014 | 30/06/2013 |
| INTANGIBLE FIXED ASSETS | 2.2.4.1.1 | ||||
| Goodwill | 8,194 | 0 | 8,194 | 8,194 | |
| Other intangible fixed assets | 142,567 | 0 | 142,567 | 145,974 | |
| TANGIBLE FIXED ASSETS | |||||
| Operating properties | 94,774 | 0 | 94,774 | 96,255 | |
| Other tangible fixed assets | 6,438 | 0 | 6,438 | 6,620 | |
| Fixed assets in progress | 5,072 | 0 | 5,072 | 5,297 | |
| Investment properties | 2.2.4.1.2 | 13,803,514 | 0 | 13,803,514 | 14,297,538 |
| Non-current financial assets | 2.2.4.2 | 199,768 | 0 | 199,768 | 155,624 |
| Equity affiliates | 2.2.4.3 | 184,088 | 0 | 184,088 | 184,764 |
| Deferred tax assets | 2.2.4.4 | 96,101 | 0 | 96,101 | 90,049 |
| Derivatives | 2.2.4.11.3 | 28,811 | 0 | 28,811 | 11,697 |
| Total non-current assets | 14,569,327 | 0 | 14,569,327 | 15,002,012 | |
| Assets held for sale | 2.2.4.1.2 | 1,140,357 | 289,090 | 851,267 | 1,196,495 |
| Loans and finance lease receivables | 2.2.4.5 | 3,895 | 0 | 3,895 | 9,636 |
| Inventories and work-in-progress | 2.2.4.6 | 81,695 | 0 | 81,695 | 80,033 |
| Short-term derivatives | 2.2.4.11.3 | 15,812 | 0 | 15,812 | 11,421 |
| Trade receivables | 2.2.4.7 | 338,114 | 13,579 | 324,535 | 282,556 |
| Tax receivables | 7,174 | 4,214 | 2,960 | 2,999 | |
| Other receivables | 2.2.4.8 | 261,304 | 4,760 | 256,544 | 202,089 |
| Accrued expenses | 17,529 | 918 | 16,611 | 11,920 | |
| Cash and cash equivalents | 2.2.4.9 | 833,661 | 2,237 | 831,424 | 381,541 |
| Discontinued operations | 0 | 0 | 314,798 | 0 | |
| Total current assets | 2,699,541 | 314,798 | 2,699,541 | 2,178,690 | |
| TOTAL ASSETS |
17,268,868 | 314,798 | 17,268,868 | 17,180,702 |
(1) Given its disengagement in the Logistics segment with the disposal of nearly 63% of its portfolio over the first half of 2014, this segment is presented as "discontinued operations" as from 1 January 2014.
Liabilities
| 30/06/2014 | |||||
|---|---|---|---|---|---|
| (€K) | Note | before reclassification |
Discontinued operations |
30/06/2014 | 30/06/2013 |
| Capital | 188,049 | 0 | 188,049 | 188,049 | |
| Share premium account | 2,291,094 | 0 | 2,291,094 | 2,370,863 | |
| Treasury stock | -3,753 | 0 | -3,753 | -10,961 | |
| Consolidated reserves | 1,562,233 | 0 | 1,562,233 | 1,402,064 | |
| Net income | 51,659 | 0 | 51,659 | 340,126 | |
| Total shareholders' equity, Group share | 2.2.4.10 | 4,089,283 | 0 | 4,089,283 | 4,290,141 |
| Minority interests | 2,828,994 | 0 | 2,828,994 | 2,925,030 | |
| Total shareholders' equity, Group share | 6,918,276 | 0 | 6,918,276 | 7,215,171 | |
| Long-term borrowings | 2.2.4.11 | 7,943,202 | 0 | 7,943,202 | 7,519,639 |
| Derivatives | 2.2.4.11.3 | 602,244 | 18,204 | 584,040 | 476,047 |
| Deferred tax liabilities | 2.2.4.4 | 256,335 | 0 | 256,335 | 294,811 |
| Pension and other liabilities | 2.2.4.12 | 40,943 | 37 | 40,906 | 40,640 |
| Other long-term liabilities | 99,902 | 3,356 | 96,546 | 37,563 | |
| Total non-current liabilities | 8,942,626 | 21,597 | 8,921,029 | 8,368,700 | |
| Trade payables | 137,096 | 8,231 | 128,865 | 109,541 | |
| Short-term borrowings | 2.2.4.11 | 812,993 | 1,183 | 811,810 | 978,922 |
| Short-term derivatives | 2.2.4.11.3 | 88,168 | 1,962 | 86,206 | 94,555 |
| Guarantee deposits | 5,717 | 0 | 5,717 | 5,663 | |
| Advances and pre-payments | 158,796 | 10,258 | 148,538 | 134,367 | |
| Short-term provisions | 2.2.4.12 | 18,292 | 440 | 17,852 | 17,282 |
| Current tax | 3,464 | 0 | 3,464 | 4,994 | |
| Other short-term liabilities | 142,726 | 13,448 | 129,278 | 204,316 | |
| Accrued expenses | 40,714 | 187 | 40,527 | 47,191 | |
| Discontinued operations | 0 | 0 | 57,306 | 0 | |
| Total current liabilities | 1,407,966 | 35,709 | 1,429,563 | 1,596,831 | |
| TOTAL LIABILITIES |
17,268,868 | 57,306 | 17,268,868 | 17,180,702 |
2.1.2. STATEMENT OF NET INCOME (EPRA FORMAT)
| (€K) | Note | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 30/06/2013 |
|---|---|---|---|---|---|
| Rental Income | 2.2.5.1.1 | 462,158 | 23,979 | 438,179 | 381,273 |
| Unrecovered property operating costs | 2.2.5.1.2 | -21,987 | -3,078 | -18,909 | -18,723 |
| Expenses on properties | 2.2.5.1.2 | -13,206 | -957 | -12,249 | -7,239 |
| Net losses on unrecoverable receivables | 2.2.5.1.2 | -3,113 | -6 | -3,107 | -4,304 |
| Net rental income | 423,852 | 19,938 | 403,914 | 351,007 | |
| Management and administration income | 11,960 | 301 | 11,659 | 9,266 | |
| Business expenses | -2,880 | -128 | -2,752 | -2,362 | |
| Overheads | -51,116 | -763 | -50,353 | -34,533 | |
| Development expenses | -185 | 0 | -185 | -181 | |
| Net operating costs | 2.2.5.1.3 | -42,221 | -590 | -41,631 | -27,810 |
| Income from other activities | 27,201 | 0 | 27,201 | 20,966 | |
| Expenses of other activities | -14,006 | 0 | -14,006 | -12,913 | |
| Income from other activities | 2.2.5.1.4 | 13,195 | 0 | 13,195 | 8,053 |
| Depreciation of operating assets | -7,946 | -3 | -7,943 | -7,326 | |
| Net allowances to provisions and other | -3,746 | -2,116 | -1,630 | 4,138 | |
| CURRENT OPERATING INCOME |
383,134 | 17,229 | 365,905 | 328,062 | |
| Income from disposals of trading properties | 1,145 | 0 | 1,145 | 1,706 | |
| Exit value and/or amortisations of trading properties | -1,759 | 0 | -1,759 | -3,334 | |
| Net gain (loss) on disposal from trading properties | -614 | 0 | -614 | -1,628 | |
| Proceeds from asset disposals | 486,004 | 84,138 | 401,866 | 248,054 | |
| Carrying value of investment properties sold | -496,878 | -91,763 | -405,115 | -247,273 | |
| Gain (loss) from asset disposals | -10,874 | -7,625 | -3,249 | 781 | |
| Gains in value of investment properties | 152,202 | 733 | 151,469 | 115,936 | |
| Losses in value of investment properties | -85,479 | -6,740 | -78,739 | -89,570 | |
| Net valuation gains and losses | 2.2.5.2 | 66,723 | -6,007 | 72,730 | 26,366 |
| Income (loss) from disposal of securities | 0 | 0 | 0 | 0 | |
| Income from changes in consolidation scope | 27,942 | 28,229 | -287 | 3,180 | |
| OPERATING INCOME |
466,311 | 31,826 | 434,485 | 356,761 | |
| Income from non consolidated affiliates | 23 | 0 | 23 | 8,898 | |
| Net financing cost | 2.2.5.3 | -151,660 | -5,949 | -145,711 | -139,810 |
| Fair value adjustment on derivatives | 2.2.5.4 | -216,945 | -5,325 | -211,620 | 74,405 |
| Discounting of liabilities and receivables | 2.2.5.4 | -4,191 | -151 | -4,040 | -1,421 |
| Net change in financial and other provisions | 2.2.5.4 | -21,932 | 0 | -21,932 | -12,959 |
| Share in earnings of affiliates | 2.2.4.3 | 10,372 | 0 | 10,372 | 25,010 |
| NET INCOME BEFORE TAX |
81,978 | 20,401 | 61,578 | 310,884 | |
| Deferred tax | 2.2.5.5.3 | -8,954 | 421 | -9,375 | -2,160 |
| Current income tax | 2.2.5.5.2 | -3,832 | 415 | -4,247 | -3,951 |
| NET INCOME FRO M RECURRING OPERATIONS |
69,192 | 0 | 47,956 | 304,773 | |
| Profit (loss) after tax of discontinued operations | 0 | 0 | 21,237 | 0 | |
| Income from discontinued operations | 0 | 21,237 | 21,237 | 0 | |
| NET INCOME FOR THE PERIO D |
69,192 | 21,237 | 69,192 | 304,773 | |
| Minority interests NET INCOME FOR THE PERIO D (GRO UP SHARE ) |
-17,533 51,659 |
0 21,237 |
-17,533 51,659 |
-99,649 205,124 |
|
| Group net income (loss) per share in euros | 2.2.6.2 | 0.83 | 0.83 | 3.58 | |
2.1.3. STATEMENT OF COMPREHENSIVE INCOME
| 30/06/2014 before |
Discontinued | |||
|---|---|---|---|---|
| (€K) | reclassification | operations | 30/06/2014 | 30/06/2013 |
| NET INCOME FOR THE PERIO D |
69,192 | 21,237 | 69,192 | 304,773 |
| Other items in the comprehensive income statement accounted for directly in shareholders' equity and: |
||||
| Destined for subsequent reclassification in the "Net income" section of the income statement |
||||
| Change in fair value of financial assets available for sale | 0 | -89 | ||
| Effective portion of gains or losses on hedging instruments | 17,516 | 17,516 | 61,629 | |
| Tax on other items of comprehensive income | -22 | -22 | -290 | |
| Of which not destined for subsequent reclassification in the "Net income" section |
0 | 0 | 0 | 0 |
| Other elements of comprehensive income | 17,494 | 0 | 17,494 | 61,250 |
| TOTAL COMPREHENSI VE INCOME FOR THE PERIO D |
86,686 | 21,237 | 86,686 | 366,023 |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE | ||||
| To the owners of the parent company | 59,625 | 21,237 | 59,625 | 237,519 |
| To minority interests | 27,061 | 0 | 27,061 | 128,504 |
| TOTAL COMPREHENSI VE INCOME FOR THE PERIO D |
86,686 | 21,237 | 86,686 | 366,023 |
| Group net income (loss) per share in euros | 0.95 | 0.95 | 4.15 | |
| Group diluted net income (loss) per share in euros | 0.95 | 0.95 | 4.13 |
2.1.4. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| Non | Gains and losses recognised |
Group share | ||||||
|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium account |
Treasury shares |
distributed reserves and income |
directly in shareholders' equity |
of total shareholders' equity |
Minority interests |
Total shareholders' equity |
|
| (€K) Position |
||||||||
| as at 31 December 2012 | 173,690 | 2,172,659 | -30,503 | 1,638,715 | -136,489 | 3,818,072 | 2,243,574 | 6,061,646 |
| Securities transactions | 239 | 239 | 239 | |||||
| Distribution of dividends | -89,204 | -151,706 | -240,910 | -92,504 | -333,414 | |||
| Capital increase | 0 | 21,387 | 21,387 | |||||
| Other | -62 | -62 | 151 | 89 | ||||
| Total comprehensive income for the period |
205,124 | 32,395 | 237,519 | 128,504 | 366,023 | |||
| Of which changes due to revaluation of financial assets available for sale |
-89 | -89 | -89 | |||||
| Of which actuarial gains and losses on employee benefits (IAS 19 revised) |
0 | 0 | ||||||
| Of which effective portion of gains or losses on hedging instruments |
32,484 | 32,484 | 28,855 | 61,339 | ||||
| Share-based payments | 1,259 | 1,259 | 1,259 | |||||
| Impact of asset division – Eiffage Campus |
0 | 0 | ||||||
| Impact of FDL public exchange offer |
0 | 0 | ||||||
| Position as at 30 June 2013 |
173,690 | 2,083,455 | -30,264 | 1,693,330 | -104,094 | 3,816,117 | 2,301,112 | 6,117,229 |
| Securities transactions | 5,061 | -5,300 | -239 | -239 | ||||
| Distribution of dividends | 0 | -13,457 | -13,457 | |||||
| Capital increase | 15,301 | 302,605 | 317,906 | 4,484 | 322,390 | |||
| Capital reduction – | ||||||||
| Cancellation of shares | -942 | -13,667 | 14,242 | -367 | 79 | -288 | ||
| Allocation to the legal reserve |
-1,530 | 1,530 | 0 | 0 | ||||
| Other | -11 | -11 | -113 | -124 | ||||
| Total comprehensive income for the period |
135,002 | 20,379 | 155,381 | 83,132 | 238,513 | |||
| Of which changes due | ||||||||
| to revaluation of financial assets available for sale |
9,175 | 9,175 | 9,175 | |||||
| Of which actuarial gains and losses on employee benefits (IAS 19 revised) |
-1,274 | -1,274 | -1,135 | -2,409 | ||||
| Of which effective portion of gains or losses on |
||||||||
| hedging instruments Share-based payments |
1,430 | 12,478 | 12,478 1,430 |
11,899 78 |
24,377 1,508 |
|||
| Impact of asset division – | ||||||||
| Eiffage Campus | -76 | -76 | 7,067 | 6,991 | ||||
| Impact of FDL public exchange offer |
0 | 542,648 | 542,648 |
| Share | Share premium |
Treasury | Non distributed reserves and |
Gains and losses recognised directly in shareholders' |
Group share of total shareholders' |
Minority | Total shareholders' |
|
|---|---|---|---|---|---|---|---|---|
| (€K) | capital | account | shares | income | equity | equity | interests | equity |
| Position as at 31 December 2013 |
188,049 | 2,370,863 | -10,961 | 1,825,905 | -83,715 | 4,290,141 | 2,925,030 | 7,215,171 |
| Securities transactions | 2,568 | 2,568 | -6 | 2,562 | ||||
| Distribution of dividends | -79,810 | -182,911 | -262,721 | -123,511 | -386,232 | |||
| Other | 41 | 4,640 | -5,268 | -587 | -1,996 | -2,583 | ||
| Total comprehensive income for the period |
51,659 | 7,966 | 59,625 | 27,061 | 86,686 | |||
| Of which effective portion of gains or losses on hedging instruments |
7,966 | 7,966 | 9,528 | 17,494 | ||||
| Impact of change in interest held |
-1,065 | -1,065 | 2,415 | 1,350 | ||||
| Share-based payments | 1,323 | 1,323 | 1,323 | |||||
| Position as at 30 June 2014 |
188,049 | 2,291,094 | -3,753 | 1,689,643 | -75,749 | 4,089,283 | 2,828,993 | 6,918,276 |
Dividends paid in cash during the year for €262.7 million, including €79.9 million applied to the share premium accounts and €189.2 million to net income and retained earnings.
2.1.5. STATEMENT OF CASH FLOWS
| (€K) | Note | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 31/12/2013 |
|---|---|---|---|---|---|
| Total consolidated net income of continuing operations | 47,955 | 47,955 | |||
| Total consolidated net income of discontinued operations | 21,237 | 21,237 | |||
| Net consolidated income (including minority interests) | 69,192 | 21,237 | 69,192 | 512,143 | |
| Net amortisation, depreciation and provisions (excluding those provisions relating to current assets) |
10,716 | -186 | 10,902 | -27,601 | |
| Unrealised gains and losses relating to changes in fair value |
2.2.4.11.3 & 2.2.5.2 |
152,599 | 11,332 | 141,267 | -73,626 |
| Income and expenses calculated on stock options and related share-based payments |
1,358 | 1,358 | 2,767 | ||
| Other calculated income and expenses | 19,602 | -174 | 19,776 | 34,282 | |
| Gains or losses on disposals | -18,489 | -21,512 | 3,023 | -14,048 | |
| Gains or losses from dilution and accretion | 0 | 0 | 0 | 6,533 | |
| Share of income from companies accounted for under the equity method |
-10,271 | -10,271 | -34,016 | ||
| Dividends (non-consolidated securities) | -35 | -35 | -10,168 | ||
| Cash flow from continuing operations after tax and cost of net financial debt |
213,975 | 396,266 | |||
| Cash flow from discontinued operations after tax and cost of net financial debt |
10,697 | 10,697 | 0 | ||
| Cash flow after cost of net financial debt and taxes | 224,672 | 224,672 | 396,266 | ||
| Cost of net financial debt | 2.2.5.3 | 151,696 | 5,949 | 145,747 | 307,353 |
| Income tax expense (including deferred taxes) | 2.2.5.5 | 12,786 | -836 | 13,622 | 1,463 |
| Cash flow from continuing operations before tax and cost of net financial debt |
373,344 | 705,082 | |||
| Cash flow from discontinued operations before tax and cost of net financial debt |
15,810 | 15,810 | 0 | ||
| Cash flow before cost of net financial debt and taxes | 389,154 | 389,154 | 705,082 | ||
| Taxes paid | -27,899 | -3,655 | -24,244 | -26,569 | |
| Change in working capital requirements on continuing operations (including employee benefits liabilities) |
96,803 | 84,516 | 12,287 | -46,066 | |
| Net cash flow from operating activities of continuing operations |
361,387 | 632,447 | |||
| Net cash flow from operating activities of discontinued operations |
96,671 | 96,671 | 0 | ||
| Net cash flow from operating activities | 458,058 | 458,058 | 632,447 | ||
| Impact of changes in the scope of consolidation(1) | -30,765 | 42,033 | -72,798 | 154,171 | |
| Disbursements related to acquisition of tangible and intangible fixed assets |
2.2.4.1.1 | -174,932 | -6,272 | -168,660 | -385,501 |
| Proceeds relating to the disposal of tangible and intangible fixed assets |
2.2.4.1.1 | 418,083 | 82,005 | 336,078 | 509,588 |
| Disbursements on acquisitions of financial assets (non-consolidated securities) |
-3 | -3 | -9,177 | ||
| Receipts relating to the disposal of financial assets (non-consolidated securities) |
1,527 | 1,527 | 0 | 115,849 | |
| Dividends received (companies accounted for under the equity method, non-consolidated securities) |
10,174 | 0 | 10,174 | 43,605 | |
| Change in loans and advances granted | 196,813 | 74,312 | 122,501 | 20,625 |
62 Foncière des Régions – 2014 First-Half Financial Report
| (€K) | Note | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 31/12/2013 |
|---|---|---|---|---|---|
| Investment grants received | 0 | 0 | 0 | 500 | |
| Other cash flow from investment activities | -1,430 | 0 | -1,430 | ||
| Net cash flow from investment activities of continuing operations |
225,862 | 449,660 | |||
| Net cash flow from investment activities of discontinued operations |
193,605 | 193,605 | 0 | ||
| Net cash flow from investment activities | 419,467 | 419,467 | 449,660 | ||
| Amounts received from shareholders in connection with | |||||
| capital increases: | |||||
| Paid by parent company shareholders | 0 | 0 | 0 | 0 | |
| Paid by minority shareholders of consolidated | |||||
| companies | 0 | 0 | 0 | 11,492 | |
| Sums received on the exercise of stock options | 0 | 0 | 0 | 0 | |
| Purchases and sales of treasury shares: | 2,527 | 2,527 | -285 | ||
| Dividends paid during the financial year | |||||
| Dividends paid to parent company shareholders | 2.1.4 | -262,721 | 0 | -262,721 | -240,910 |
| Dividends paid to minority shareholders | -123,511 | 0 | -123,511 | -105,961 | |
| Receipts relating to new borrowings | 2.2.4.11 | 1,828,185 | 0 | 1,828,185 | 2,322,684 |
| Repayments of borrowings (including finance lease agreements) |
2.2.4.11 | -1,520,370 | -274,155 | -1,246,215 | -2,465,047 |
| Net interest paid (including finance lease agreements) | 2.2.5.3 | -163,211 | -8,083 | -155,128 | -285,033 |
| Other cash flow from financing activities | -102,033 | -22,044 | -79,989 | -75,891 | |
| Net cash flow used in financing activities of continuing operations |
-36,853 | -838,951 | |||
| Net cash flow used in financing activities of discontinued operations |
-304,282 | -304,282 | 0 | ||
| Net cash flow used in financing activities | -341,135 | -341,135 | -838,951 | ||
| Impact of changes in accounting policies | 2.2.4.9 | -3,195 | 0 | -3,195 | |
| Change in net cash of continuing operations | 547,201 | 243,156 | |||
| Change in net cash of discontinued operations | -14,006 | -14,006 | 0 | ||
| CHANGE IN NET CASH |
533,195 | 0 | 533,195 | 243,156 | |
| Opening cash position | 228,162 | 228,162 | -14,994 | ||
| Closing cash position | 761,357 | 761,357 | 228,162 | ||
| CHANGE IN CASH AND CASH EQUIVALENTS |
533,195 | 0 | 533,195 | 243,156 | |
| Closing | Closing | Closing | Closing | ||
| Gross cash and cash equivalents (a) | 2.2.4.9 | 833,661 | 833,661 | 381,541 | |
| Debit balances and bank overdrafts (b) | 2.2.4.11 | -67,679 | -67,679 | -153,378 | |
| Net cash and cash equivalents (c) = (a) - (b) | 765,981 | 765,981 | 228,162 | ||
| Of which available net cash and cash equivalents | 761,357 | 761,357 | |||
| Of which unavailable net cash and cash equivalents | 4,624 | 4,624 | |||
| Gross debt (d) | 8,768,769 | 8,768,769 | 8,428,157 | ||
| Amortisation of financing costs (e) | -80,253 | -80,253 | -82,974 | ||
| NET DEBT (D) - (C) + (E) |
7,922,535 | 7,922,535 | 8,117,021 |
(1) The -€30.7 million impact of changes in scope primarily correspond to disbursements related to the acquisition of companies in the German residential segment and the Service Sector (Amsterdam €48.3 million, Germany €24.7 million) and to the disposal of securities from the Logistics segment (€42.0 million).
2.2. Notes to the condensed consolidated financial statements
2.2.1. ACCOUNTING PRINCIPLES AND METHODS
2.2.1.1. General principles – Accounting references
The consolidated accounts of Foncière des Régions as at 30 June 2014 were prepared in accordance with International Financial Reporting Standard IAS 34 "Interim Financial Reporting". Since they are condensed statements, they do not include all of the information required by IFRS guidelines and must be read in conjunction with the annual consolidated financial statements of the Foncière des Régions group for the year ending on 31 December 2013.
The financial statements were approved by the Board of Directors on 23 July 2014.
Accounting principles and methods used
The accounting principles applied for the interim consolidated financial statements as at 30 June 2014 are identical to those used for the consolidated financial statements as at 31 December 2013, except for new standards and amendments whose application was mandatory on or after 1 January 2014 and which were not applied early by the Group.
New standards for which application is mandatory on or after 1 January 2014 include:
- w IFRS 10 "Consolidated financial statements" published by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012
- w IFRS 11 "Joint arrangements" published by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012. This standard introduces a distinction between joint operations and joint ventures and provides a single method of recognition for the latter, namely equity consolidation, while removing the proportional consolidation option
- w IFRS 12 "Disclosure of Interests in Other Entities" issued by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012. The purpose of IFRS 12 is to require disclosure of information in the annual consolidated financial statements that enables users of financial statements to assess the basis of control, any restriction on consolidated assets and liabilities, exposure to risk resulting from interests in nonconsolidated structured entities, and the participation of minority interests in the business activities of consolidated entities. This information is not required for interim financial statements
- w Investment entities: amendments to IFRS 10, IFRS 12 and IAS 27 "Consolidated Financial Statements, Disclosure of Interests in Other Entities, Consolidated and Individual Financial Statements", published by the IASB on 31 October 2012 and adopted by the European Union on 20 November 2013
- w Amendments to the transitional provisions of IFRS 10, 11 and 12 "Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: transitional
provisions" published by the IASB on 28 June 2012 and adopted by the European Union on 4 April 2013
- w Amendments to IAS 28 (revised in 2011) "Investments in associates and joint ventures" published by the IASB on 11 December 2012 and adopted by the European Union on 29 December 2012. This standard requires that entities under significant influence or investments in "joint ventures" over which the entity exercises joint control be consolidated using the equity method. The revision concerns, among other things, a few clarifications pertaining to the unit of account of certain equity investments and the recognition of fluctuations in interest rates
- w Amendment to IAS 32 "Financial instruments: Presentation" adopted by the European Union on 29 December 2012. Application of this amendment is mandatory as from 1 January 2014. The amendment aims to clarify offsetting requirements for financial instruments mentioned in paragraph 42 of IAS 32, by stating what having a legally enforceable right of set-off involves and indicating the circumstances under which some gross settlement systems may be considered equivalent to net settlements. This amendment has not had a significant impact on the financial statements as at 30 June 2014
- w Amendments to IAS 36 "Recoverable Amount Disclosures for Non-Financial Assets" published by the IASB on 29 May 2013 and adopted by the European Union on 19 December 2013. This amendment has not had a significant impact on the financial statements as at 30 June 2014
- w Amendments to IAS 39 and IFRS 9 "Novation of Derivatives and Continuation of Hedge Accounting" published by the IASB on 27 June 2013 and adopted by the European Union on 19 December 2013. These amendments have not had a significant impact on the financial statements as at 30 June 2014.
As part of the adoption of IFRS 10, 11 and 12, the Group conducted a comprehensive analysis of companies that have governance agreements in place with external investors in order to assess the level of control that the Group has over the assets concerned.
This analysis did not lead to any modification in the assessment of control of the Group's companies or the consolidation methods.
The new amendments and standards adopted by the European Union for which application is not mandatory until 1 January 2014 and which are not being applied early by Foncière des Régions are:
w IFRIC 21 "Levies charged by public authorities", dated 20 May 2013, adopted by the European Union on 13 June 2014, IAS interpretation 37 "Provisions, Contingent Liabilities and Contingent Assets": states that the obligating event which creates a liability for a duty or a tax payable is the activity that makes the duty or tax chargeable, as defined in legal or regulatory provisions. This interpretation goes into effect for companies no later than the opening date of their first financial year beginning on or after 17 June 2014.
The Group is currently studying the impact of applying the IFRIC 21 interpretation on consolidated financial statements as at 1 January 2015.
IFRS standards and amendments published by the IASB but not adopted by the European Union and which are therefore not applicable as at 1 January 2014:
- w IFRS 15 "Income from contracts with customers"
- w IFRS 9 "Financial instruments: hedge accounting and modifications to IFRS 9, IFRS 7 and IAS 39"
- w Amendments to IAS 19 "Defined Benefit Plans Employee contributions"
- w Annual improvements to IFRS (2010-2012 cycle)
- w Annual improvements to IFRS (2011-2011 cycle)
- w IFRS 11 "Modifications: recognition of acquisitions of interest in joint operations"
- w IAS 16 and IAS 38 "Modifications: clarifications on methods of depreciation and amortization".
2.2.1.2. Consolidation principles
As part of the application of the new standards under IFRS 10, 11 and 12, the Group updated its definition of control.
These financial statements include the financial statements of Foncière des Régions and the financial statements of the entities (including structured entities) that it controls and its subsidiaries. Foncière des Régions has control when it:
- w has power over the issuing entity
- w is exposed or is entitled to variable returns due to its ties with the issuing entity
- w has the ability to exercise its power in such as manner as to affect the amount of returns that it receives.
Foncière des Régions must reassess whether it controls the issuing entity when facts and circumstances indicate that one or more of the three elements of control listed above have changed.
If the Group does not hold a majority of the voting rights in an issuing entity in order to determine the power exercised over an entity, it analyses whether it has sufficient rights to unilaterally manage the issuing entity's relevant business activities. The Group takes into consideration any facts and circumstances when it evaluates whether the voting rights that it holds in the issuing entity are sufficient to confer power to the Group, including the following:
- w the number of voting rights that the Group holds compared to the number of rights held respectively by the other holders of voting rights and their dispersion
- w the potential voting rights held by the Group, other holders of voting rights or other parties
- w the rights under other contractual agreements
- w the other facts and circumstances, where applicable, which indicate that the Group has or does not have the actual ability to manage relevant business activities at the moment when decisions must be made, including voting patterns during previous shareholders' meetings.
2.2.1.2.1. Investments in joint ventures
An equity affiliate is an entity in which the Group has significant control. Significant control is the power to participate in decisions relating to the financial and operational policy of an issuing entity without exercising joint control on these policies.
A joint venture is a partnership in which the parties who exercise joint control over the Company have rights to said Company's net assets. Joint control means the contractual agreement to share the control exercised over a company, which only exists when decisions concerning relevant business activities require the unanimous consent of the parties sharing the control.
The results and the assets and liabilities of equity associates or joint ventures were accounted for in these consolidated financial statements according to the equity method.
2.2.1.2.2. Investments in joint operations
A joint operation is a partnership in which the parties who exercise joint control over a company have rights to the assets and obligations for the liabilities pertaining to said company. Joint control means the contractual agreement to share the control exercised over a company, which only exists in the event where the decisions concerning relevant business activities require the unanimous consent of the parties sharing the control.
When an entity of the Group undertakes business activities as part of a joint operation, the Group, as a co-participant, must account for the following items pertaining to its interest in the joint operation:
- w its assets, including its proportionate share of assets held jointly
- w its liabilities, including its proportionate share of liabilities assumed jointly, where applicable
- w the income that it made from the sale of its proportionate share in the yield generated by the joint operation
- w its proportionate share of income made from the sale of the yield generated by the joint operation
- w the expenses that it has committed, including its proportionate share of expenses committed jointly, where applicable.
The Group accounts for the assets, liabilities, income and expenses pertaining to its interests in a joint operation in accordance with the IFRS that apply to these assets, liabilities, income and expenses.
2.2.1.3. Estimates and judgements
The financial statements have been prepared in accordance with the historic cost convention, with the exception of investment properties and certain financial instruments, which were accounted for in accordance with the fair value convention. In accordance with the conceptual framework for IFRS, preparation of the financial statements requires making estimates and using assumptions that affect the amounts shown in these financial statements.
Significant estimates made by Foncière des Régions in preparing the financial statements are indicated in the notes to the consolidated financial statements included in section 3 of the 2013 Reference Document. They primarily concern:
- w valuations used for testing impairment, in particular assessing the recoverable value of goodwill and intangible fixed assets (3.2.1.6.1)
- w the assessment of the fair value of investment properties (3.2.1.6.3)
- w the assessment of the fair value of financial instruments (3.2.1.6.14)
- w the assessment of provisions (3.2.1.6.12).
Because of the uncertainties inherent in any valuation process, Foncière des Régions reviews its estimates based on regularly updated information. The future results of the transactions in question may differ from these estimates.
The Group uses the following specific estimates to prepare the condensed interim financial statements:
- w regarding revenue: for hotels managed by the Accor group, rental income is calculated based on the accrued real Accord revenues as at the end of May 2014 and estimated for June 2014
- w regarding tax: tax is calculated with real values for the listed parent company as well as for the major non-SIIC subsidiaries.
In addition to the use of estimates, the Company's management makes use of judgements to define the appropriate accounting treatment of certain business activities and transactions when the IFRS standards and interpretations in effect do not precisely handle the accounting issues involved.
2.2.2. FINANCIAL RISK MANAGEMENT
The operating and financial activities of the Company are exposed to the following risks:
2.2.2.1. Market risk
The holding of real estate assets intended for leasing exposes Foncière des Régions to the risk of fluctuation in the value of real estate assets and lease payments.
Despite the uncertainty created by the economic downturn, this exposure is limited to the extent that the rentals invoiced are derived from rental agreements, the term and diversification of which mitigate the effects of fluctuations in the rental market.
2.2.1.4. Operating segments
Foncière des Régions holds a wide range of real estate assets to collect rental income and benefit from appreciation in the assets held. Segment reporting has been organised around client type and asset type. As a result, the operating segments are as follows:
- w France Offices: office property assets located in France
- w Italy Offices: office and commercial property assets located in Italy
- w Service Sector: commercial buildings in the hotel, retail and health sectors held by Foncière des Murs
- w Residential: residential real estate assets in France and in Germany held by Foncière Développement Logements
- w Car Parks: parking facilities owned outright or leased by Urbis Park, and related business activities.
These segments are reported on and analysed regularly by the management of Foncière des Régions in order to make decisions on what resources to allocate to the segment and to evaluate their performance.
As at 30 June 2014, Logistics no longer appears under operating segments. In accordance with the application of IFRS 5, the Logistics business activity, which is being sold, is presented in the financial statements as discontinued operations.
2.2.1.4.1. IFRS 7 – Reference table
| Market risk | § 2.2.2.1 |
|---|---|
| Liquidity risk | § 2.2.2.2 |
| Financial expense sensitivity | § 2.2.2.3 |
| Credit risk | § 2.2.2.4 |
| Sensitivity of the fair value of investment properties |
§ 2.2.4.1.2 |
| Covenants | § 2.2.4.11.4 |
Nevertheless, it is important to note the specific features relating to certain Foncière des Régions segments or geographical areas:
- w fluctuations in rental income in the Service Sector are based on indices used as the basis for the indexation of lease payments and fluctuations in Accor revenue for the hotels in question. In the event of a deterioration in the property investment market, Foncière des Murs might experience corrections in value, the extent of which would be limited by the protection provided by agreements made with the tenants
- w the Italy Offices business is based mainly in the Milan and Rome areas, where economic activity is the most robust, and where the assets are rented to top-tier tenants, including Telecom Italia, which accounts for 51.5% of Beni Stabili's annual rental income
66 Foncière des Régions – 2014 First-Half Financial Report
w the holding of real estate assets intended for leasing exposes Foncière Développement Logements to the risk of fluctuation in the value of real estate assets and lease payments. Despite the uncertainty created by the economic downturn, this exposure is limited to the extent that the rentals invoiced are derived from rental agreements, the term and diversification of which mitigate the effects of fluctuations in the rental market.
The sensitivity of the fair value of investment properties to rental value adjustments and/or capitalisation rates is analysed in § 2.2.4.1.2.
2.2.2.2. Liquidity risk
Liquidity risk is managed in the medium and long term with multi-year cash management plans and, in the short term, by recourse to confirmed and undrawn lines of credit. At the end of June 2014, Foncière des Regions' available cash and cash equivalents amounted to €2,009 million, including €1,004 million in usable unconditional credit lines, €834 million in investments and €171 million in unused overdraft facilities.
The graph below summarises the maturities of borrowings in €m, including Treasury bills existing as at 30 June 2014:
Details concerning debt maturities are provided in Note 2.2.4.11.1, and a description of banking covenants and accelerated payment clauses included in the loan agreements is presented in Note 2.2.4.11.4.
During the first half of 2014, the Group put in place or renegotiated the following financing:
- w Italy Offices
- w Financing put in place
- Beni Stabili placed a €350 million, unsecured inaugural bond issue in January 2014 with an annual coupon of 4.125% and a four-year maturity, i.e. in January 2018
- as part of the diversification of its sources of financing, in March 2014, Beni Stabili successfully completed a private placement with institutional investors for a total of €250 million with a 3.50% coupon. The bond matures in April 2019.
These new lines also free assets secured by the repayment of mortgage financing.
w In addition, Beni Stabili took out €60 million in new bank financing over the six-month period.
w Service Sector
In May 2014, Foncière des Murs took out €208.6 million in loans backed by a diversified asset portfolio mainly comprised of hotel assets, to:
2
- w refinance the balance of mortgage loans set up in 2007
- w refinance the €60.2 million mortgage loan taken out in
- 2013 to optimise the financial conditions of the facility.
- w Residential
In first-half 2014, Foncière Développement Logements (FDL) raised €60 million in new financing in Germany with maturities of four to five years, intended to finance acquisitions of residential portfolios in Berlin, Dresden and Leipzig.
In France, Foncière Développement Logements refinanced the Stockholm 1 and 2 loans in January 2014 with new debt for an initial amount of €350 million.
2.2.2.3. Interest rate risk
The Group's exposure to the risk of a fluctuation in market interest rates is linked to its floating rate and long-term financial debt.
To the extent possible, bank debt is almost always hedged via financial instruments (see 2.2.4.11.3). At 30 June 2014, after taking interest rate swaps into account, around 80% of the Group's debt was hedged, and most of the remainder was covered by interest rate caps, which resulted in the following sensitivity to changes in interest rates:
- w the impact of an increase of 100 bps on rates as at 30 June 2014 was -€1,259,000 on net recurring income, Group share, in 2014
- w the impact of an increase of 50 bps on rates as at 30 June 2014 was -€753,000 on net recurring income, Group share, in 2014
- w the impact of a decrease of 50 bps on rates as at 30 June 2014 was +€697,000 on net recurring income, Group share, in 2014.
2.2.2.4. Financial counterparty risk
Given Foncière des Regions' contractual relationships with its financial partners, the Company is exposed to counterparty risk. If one of its partners is not in a position to honour its undertakings, the Group's net income could suffer an adverse effect.
This risk primarily involves the hedging instruments entered into by the Group and for which default of the counterparty could result in the need to replace a hedging transaction at the current market rate.
The counterparty risk is limited by the fact that Foncière des Régions is a borrower, from a structural standpoint. The risk is therefore mainly restricted to the investments made by the Group and to its counterparties in derivative product transactions. The Company continually monitors its exposure to financial counterparty risk. The Company's policy is to deal only with top-tier counterparties, while diversifying its financial partners and its sources of funding.
2.2.2.5. Lease counterparty risk
The rental income of Foncière des Régions is subject to a certain degree of concentration, to the extent that the principal tenants (Orange, Telecom Italia, Suez Environnement, EDF, Accor, and Korian) generate the main part of the annual rental income.
Foncière des Régions does not believe it is significantly exposed to the risk of insolvency, since its tenants are selected based on their creditworthiness and the economic prospects of their market segments. The operating and financial performance of the main tenants is regularly reviewed. In addition, tenants grant the Group financial guarantees when leases are signed.
The Company has not recorded any significant overdue payments.
2.2.2.6. Risk relating to changes in the value of the portfolio
Changes in fair value of investment properties are accounted for in the income statement. Changes in property values can thus have a material impact on the operating performance of the Group.
In addition, part of the Company's operating income is generated by the sales plan, the income from which is equally dependent on property values and on the volume of possible transactions.
Rentals and property values are cyclical in nature, the duration of the cycles being variable but generally long-term. Different national markets have differing cycles that vary from each other in relation to specific economic and market conditions. Within each national market, prices also follow the cycle in different ways and with varying degrees of intensity, depending on the location and category of the assets.
The macroeconomic factors that have the greatest influence on property values and determine the various cyclical trends include the following:
- w interest rates
- w the liquidity on the market and the availability of other profitable alternative investments
- w economic growth.
Low interest rates, abundant liquidity on the market and a lack of profitable alternative investments generally lead to an increase in property asset values.
Economic growth generally increases demand for leased space and paves the way for rent levels to rise, particularly in the office sector. These two consequences lead to an increase in the price of property assets. Nevertheless, in the medium term, economic growth generally leads to an increase in inflation and then an increase in interest rates, expanding the availability of profitable alternative investments. Such factors exert downward pressure on property values.
The investment policy of Foncière des Régions is to minimise the impact of various stages of the cycle by choosing investments that:
- w have long-term leases and high quality tenants, which soften the blow of a reduction in market rental income and the resulting decline in real estate prices
- w are located in major city centres
- w have low vacancy rates, in order to avoid the risk of having to re-let vacant space in an environment where demand may be limited.
2.2.2.7. Exchange rate risk
The Company operates in the Euro zone. It is therefore not exposed to exchange rate risk.
2.2.2.8. Risk relating to changes in the value of shares and bonds
The Group is exposed to risks for two classes of shares (see § 2.2.4.2):
This risk primarily involves listed securities in companies consolidated using the equity method, which are valued according to their value in use. Value in use is determined based on independent assessments of property assets and financial instruments and there is no goodwill attached to these companies.
In addition, Foncière des Régions and Beni Stabili issued bonds (ORNANE) valued at their fair value in the income statement at each closing. The fair value corresponds to the monthly average price of the bond, exposing the Group to changes in the value of the bond. The specific features of the ORNANE are described in § 2.2.4.11.2.
2.2.2.9. Tax environment
2.2.2.9.1. Changes in the French tax environment
The tax environment has been subjected to changes that may affect the Group's tax situation:
- w creation of a new 3% tax on the distribution of dividends (limited to the portion that exceeds the legal mandatory distribution), which has been applicable since 2013 to SIIC companies
- w posting deficits is limited to 50% of the profit made. In view of the tax scheme in use by most of the Group's companies, the impact is limited to the activities of the Car Parks segment
- w the 15% deduction for net interest expenses was not allowed for 2012 and 2013 and it was increased to 25% starting in 2014
- w progressive increase of the Corporate Value Added Tax (CVAE).
68 Foncière des Régions – 2014 First-Half Financial Report
There are also changes in the area of social charges, including increased contributions for bonus shares granted to employees and incentive pay.
2.2.2.9.2. Changes in the Italian tax environment
Creation of a new IMU local tax in 2012 equivalent to a real estate tax.
As at 30 June 2014, the IMU tax totalled €10.4 million, versus €10.3 million as at 30 June 2013.
2.2.2.9.3. Changes in the German tax environment
The Group has not observed any significant change in the German tax environment.
2.2.2.9.4. Tax risk
Given the ongoing changes to tax legislation, the Group is likely to be subject to reassessment proposals from the Tax Administration. If an adjustment presents a risk of reassessment in the opinion of our advisors, a provision is made at that point. The list of the main ongoing proceedings includes the following:
w Foncière des Régions tax inspection
Foncière des Régions underwent a tax inspection for the 2007, 2008, 2009 and 2010 financial years. A tax reassessment proposal was submitted in December 2012 that may result in a tax adjustment on wages and a reduction of unadjusted reportable tax loss carry forwards in the amount of €14 million. At 31 December 2012, a provision was recorded for the tax risk on salaries in the amount of €155,000. The proposed adjustment was contested and the inspection was closed in July 2014 with a withdrawal of the tax adjustment on salaries and a reduction of the tax losses of €9 million, on a total of €250 million. There were no modifications in the accounts as at 30 June 2014.
w Foncière Europe Logistique tax inspection
In June 2014, Foncière Europe Logistique received a notice of accounting audit pertaining to the 2012 and 2013 financial years. The inspection is ongoing.
A tax reassessment proposal on the corporate tax was received by Foncière Europe Logistique amounting to €3.2 million for the 2007 and 2008 financial years, followed by a tax collection procedure and a payment following the various administrative reviews during the first half of 2012. Foncière Europe Logistique nonetheless is contesting this reassessment and has filed a claim against it. The tax administration rejected the claim on the merits but nevertheless granted an abatement of €2.4 million in principal and interest to take into account the fact that the financial consequences were spread out over 2008, 2009, 2010 and 2011. Since 2009 was required, a final abatement of €0.8 million was obtained. The case was referred to the Administrative Court and the proceeding is under way.
An accounting audit pertaining to the 2009, 2010 and 2011 financial years took place during the 2013 financial year, which ended in a reassessment proposal on the corporate tax for €3.5 million on the same grounds as the previous adjustment proposal for 2007 and 2008. This notification was followed by a tax collection procedure and payment. Foncière Europe Logistique is contesting this notification nonetheless, and a claim against it is in progress.
w Foncière des Murs tax inspection
Foncière des Murs underwent an accounting audit for the 2010 and 2011 financial years, which resulted in a reassessment proposal for the CVAE in the amount of €2.4 million. This reassessment proposal has been entirely contested. It is currently under administrative review, and based on analysis by the company's consultants, no provision was recorded against this reassessment proposal as of 30 June 2014.
w Urbis Park tax inspection
Urbis Park underwent a tax inspection for the 2008, 2009 and 2010 financial years. A tax reassessment proposal for 2008, which has no impact on the corporate tax owed, was submitted at the end of December 2011. As part of the administrative reviews, a departmental contact person rejected the Urbis Park argument. The matter was referred to the Commission for direct and revenue tax and it declared that it did not have jurisdiction over the matter. A claim against it is in progress.
w Tax inspection on the residential segment
In June 2014, FEL received a notice of accounting audit pertaining to the 2011, 2012 and 2013 financial years. The inspection is ongoing.
In early 2012, the Austrian subsidiaries underwent a tax inspection for the 2007, 2008 and 2009 financial years. The inspections were managed directly by the seller (Groupe Conwert) for the guarantee.
The tax administration informed Imméo that a tax inspection for 2008, 2009 and 2010 would be conducted in early 2014. As of this date, the inspection has not yet started.
w Comit Fund tax dispute: Beni Stabili
On 17 April 2012, following a court decision, the Italian tax administration refunded the debt borne by Beni Stabili for the Comit Fund dispute (principal: €58.2 million and interest: €2.3 million). In April 2012, the tax administration appealed this decision. No provision was recorded against this, based on the advice of the company's tax consultants. As of 30 June 2014, there were no new developments.
In Italy, a new tax inspection began during the first half of 2013 on Beni Stabili (2009, 2010 and 2011 financial years). The administration issued a tax adjustment of €3.7 million for the 2009 and 2010 financial years, which the company disputed in its entirety.
As of 30 June 2014, the tax administration has not started the audit for 2011.
Furthermore, the tax inspection for the 2008 financial year, for which the tax administration had proposed an adjustment on the non-deductibility of interest expenses on mortgage loans, was reconsidered by the administration and the amount that was decreased was brought back up to €3.7 million. However, Beni Stabili and its advisors believe that this reassessment is unfounded and the company is contesting the entire adjustment.
As at 30 June 2014, the proceeding has not progressed.
2.2.2.9.5. Deferred tax liabilities
Most of the Group's property companies have opted for the SIIC regime in France or for the SIIQ in Italy; the impact of deferred tax liabilities is therefore limited, with the exception of certain businesses in Italy (non-exempt deferred capital gains) and the residential business in Germany.
2.2.3. SIGNIFICANT EVENTS DURING THE PERIOD
2.2.3.1. France Offices segment
2.2.3.1.1. Asset disposals
During the first half of 2014, Foncière des Régions sold 47 assets for a sales price of €130.8 million.
2.2.3.1.2. Discontinued operations
In accordance with the application of IFRS 5, the logistics business activity, which is being sold, is presented in the financial statements as discontinued operations.
All of the recorded assets and liabilities on the balance sheet as at 30 June 2014 are presented on a single "discontinued operations" line in both assets and liabilities. This reclassification is also carried out on the income statement, for which all of the items from the logistics business activity is presented in "Net income from discontinued operations".
2.2.3.2. Italy Offices segment
2.2.3.2.1. Asset disposals
During the first half of 2014, the Italy Offices segment disposed of assets for total sales price of €80.9 million, including "Via Fogazzaro" located in Milan for €61.5 million.
2.2.3.2.2. Refinancing
As part of its finance diversification policy, in January, Beni Stabili issued a €350 million private placement with a 4.125% interest rate maturing in four years.
In March 2014, it issued a new €250 million private placement with a 3.5% interest rate maturing in five years.
These two bond issues allowed the company to pay off existing debt, i.e. €344.2 million.
On 24 June 2014, Beni Stabili announced its plan to refinance the IMSER portfolio (portfolio rented to Telecom Italia) by putting in place two mortgage borrowings (€300 million at six years and €200 million at two years) and through a capital increase of approximately €150 million (including premiums), which will be approved by an Extraordinary Shareholders' Meeting to be held on 31 July 2014. Debt reimbursement will be €650 million (including fees).
2.2.3.3. Service Sector segment
2.2.3.3.1. Disposals and assets under agreement
Foncière des Murs disposed of 17 assets for €135 million over the first half of 2014. Most of the disposals were made at a value greater than or equal to the value stated in the financial statements as at 31 December 2013, excluding disposal costs.
As at 30 June 2014, it has signed €14 million in preliminary sales agreements concerning four assets.
2.2.3.3.2. Acquisitions
During the first half of the year, Foncière des Murs acquired three B&B hotels (Valenciennes, Salon de Provence and Euralille) for €11.4 million, and in June 2014, it also acquired a Dutch company that has an NH Hotel located in Amsterdam's city centre for €48.3 million.
2.2.3.3.3. Debt refinancing
In May 2014, Foncière des Murs refinanced the LFR, Bergame and Vérone debts with a €208 million borrowing maturing in five years through the banks CA-CIB and Société Générale.
The company also refinanced an asset from the IRIS portfolio in Belgium with a borrowing of €13.8 million maturing in three and a half years through BNP Fortis.
2.2.3.4. Residential segment
2.2.3.4.1. Asset disposals
In Germany, Foncière Développement Logements made disposals for a sales price of €19.4 million (net of costs).
In France, Foncière Développement Logements continued its sales plan and made disposals for a sales price of €32.1 million (net of costs).
2.2.3.4.2. Acquisitions in Germany
During the first quarter of 2014, Foncière Développement Logements acquired a residential portfolio of 742 housing units and 60 commercial locations located in Dresden, Leipzig and in Berlin for €52 million excluding duties.
In June 2014, the company acquired 311 housing units located in Berlin for €42 million.
2.2.3.4.3. Restructurings and holdings in the German residential segment
Foncière Développement Logements plans to sell (in July) the majority of the equity investments of its German subsidiaries held directly or indirectly by Batisica to all of its shareholders. Foncière Développement Logements is offering shareholders who do not wish to participate in this transaction (2.6%) to buy back their share through the implementation of a public share buyback offer (OPRA).
On 23 June 2014, Foncière Développement Logements filed a notification with the French financial markets authority (Autorité des marchés financiers, or "AMF") presenting a public buyback offer for its treasury shares. It was prepared and disseminated in accordance with the provisions of Articles 231-16 and 231-17 of the AMF's general regulations.
This transaction has not had an impact on Foncière des Régions' financial statements as at 30 June 2014.
During the second half of 2014, Foncière des Régions will directly hold approximately 60% of the German companies
2.2.3.4.4. Refinancing
In January 2014, Foncière Développement Logements refinanced the Stockholm 1 and 2 debt with outstanding capital of €279 million via a €350 million borrowing over a five-year period.
2.2.3.5. Logistics segment
2.2.3.5.1. Asset and company disposals
In June 2014, Foncière Europe Logistique sold seven assets and 11 companies to the Blackstone group (GAF III, Melun 7 and 9 palier Soviet companies). All together, the appraised value of these disposals totalled €473 million.
The disposal of the companies generated a positive impact of €27.9 million (the difference between the net sales price and the net assets sold).
In conjunction with this transaction, the Company disposed of three assets for €25.8 million.
2.2.4. NOTES TO THE STATEMENT OF FINANCIAL POSITION
2.2.4.1. Portfolio
2.2.4.1.1. Table of changes in the portfolio
| Change in scope and |
Increase/ | Disposal/ | Change in fair |
30/06/2014 before |
Discon tinued |
||||
|---|---|---|---|---|---|---|---|---|---|
| (€K) | 31/12/2013 | interest rates | Allocation | Recovery | value | Transfers | reclassification | operations 30/06/2014 | |
| Goodwill | 8,194 | 0 | 0 | 0 | 0 | 0 | 8,194 | 0 | 8,194 |
| Intangible fixed assets | 145,974 | 1 | -3,405 | 2 | 0 | -5 | 142,567 | 0 | 142,567 |
| Gross amounts | 247,980 | 3 | 2,033 | -11 | 0 | -4 | 250,001 | 0 | 250,001 |
| Depreciation | -102,006 | -2 | -5,438 | 13 | 0 | -1 | -107,434 | 0 | -107,434 |
| Tangible fixed assets | 108,172 | 8 | 956 | -7 | 0 | -2,845 | 106,284 | 0 | 106,284 |
| Operating properties | 96,255 | 0 | -1,606 | 0 | 0 | 125 | 94,774 | 0 | 94,774 |
| Gross amounts | 117,009 | 0 | 62 | 0 | 0 | 125 | 117,196 | 0 | 117,196 |
| Depreciation | -20,754 | 0 | -1,668 | 0 | 0 | 0 | -22,422 | 0 | -22,422 |
| Other tangible fixed assets |
6,620 | 8 | -673 | -2 | 0 | 485 | 6,438 | 0 | 6,438 |
| Gross amounts | 17,383 | 82 | 168 | -13 | 0 | -467 | 17,153 | 0 | 17,153 |
| Depreciation | -10,763 | -74 | -841 | 11 | 0 | 952 | -10,715 | 0 | -10,715 |
| Fixed assets in progress |
5,297 | 0 | 3,235 | -5 | 0 | -3,455 | 5,072 | 0 | 5,072 |
| Gross amounts | 5,297 | 0 | 3,235 | -5 | 0 | -3,455 | 5,072 | 0 | 5,072 |
| Depreciation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Investment properties | 14,297,538 | 83,222 | 189,415 | -60,428 | 68,342 | -774,575 | 13,803,514 | 0 | 13,803,514 |
| Operating properties | 13,826,291 | 83,222(1) | 102,369 | -60,428 | 63,244 -706,528 13,308,170 | 0 13,308,170 | |||
| Properties under development |
471,247 | 0 | 87,046 | 0 | 5,098 | -68,047 | 495,344 | 0 | 495,344 |
| Assets held for sale | 1,196,495 | -405,537 | 4,818 | -427,262 | -1,619 | 773,462 | 1,140,357 | 289,090 | 851,267 |
| Assets held for sale (operating properties) |
1,196,495 | -405,537(1) | 4,818 -427,262 | -1,619 | 773,462 | 1,140,357 | 289,090 | 851,267 | |
| TOTAL | 15,756,373 | -322,306 | 191,784 | -487,695 | 66,723 | -3,963 | 15,200,916 | 289,090 | 14,911,826 |
(1) Corresponds to the acquisition of the NH Amsterdam Centre Hotel for €48.3 million, to the acquisition of residential units by Berlin C in Germany for €41.6 million and to the disposal of the companies in the Logistics segment for -€412.2 million.
The amount of the "Disbursements related to acquisition of tangible and intangible assets" line item in the Cash Flow Statement totalled €174.9 million. It corresponds to increases in the table of changes in the portfolio excluding the effect of depreciation (€199.7 million), to changes in inventories of the property dealer (€0.7 million) and adjusted for change in trade payables for fixed assets (-€25.5 million).
The "Proceeds relating to the disposal of tangible and intangible fixed assets" line item in the Statement of Cash Flows (€418.1 million) primarily corresponds to income from disposals of assets and properties in inventory as presented in the net income statement (€487.1 million), adjusted for asset disposal costs (-€6.6 million) and restated for changes in receivables from asset disposals (-€63.2 million).
2.2.4.1.2. Investment properties
| Change in scope and interest |
Change in fair |
30/06/2014 before |
Discon tinued |
||||||
|---|---|---|---|---|---|---|---|---|---|
| (€K) | 31/12/2013 | rates | Increase | Disposal | value | Transfers | reclassification | operations 30/06/2014 | |
| Investment properties | 14,297,538 | 83,222 | 189,415 | -60,428 | 68,342 | -774,575 | 13,803,514 | 0 | 13,803,514 |
| Operating properties 13,826,291 | 83,222 | 102,369 | -60,428 | 63,244 | -706,528 13,308,170 | 0 13,308,170 | |||
| Offices France | 3,545,651 | 0 | 8,826(1) | -8 | 20,451 | -108,498 | 3,466,422 | 0 | 3,466,422 |
| Offices Italy | 3,611,315 | 0 | 2,447(2) | -60,420 | -4,753 | 28,101 | 3,576,690 | 0 | 3,576,690 |
| Service Sector | 2,989,471 | 48,338 | 17,432(3) | 0 | 13,297 | 26,029 | 3,094,567 | 0 | 3,094,567 |
| Residential | 3,031,092 | 41,586 | 73,662(4) | 0 | 34,249 | -102,698 | 3,077,891 | 0 | 3,077,891 |
| Logistics | 648,762 | -6,702 | 2 | 0 | 0 | -549,462 | 92,600 | 0 | 92,600 |
| Properties under development |
471,247 | 0 | 87,046 | 0 | 5,098 | -68,047 | 495,344 | 0 | 495,344 |
| Offices France | 137,224 | 0 | 53,011 | 0 | 10,165 | 18,825 | 219,225 | 0 | 219,225 |
| Offices Italy | 258,300 | 0 | 19,393 | 0 | -6,092 | -32,201 | 239,400 | 0 | 239,400 |
| Service Sector | 29,198 | 0 | 9,426 | 0 | 1,374 | -26,029 | 13,969 | 0 | 13,969 |
| Residential | 22,250 | 0 | 849 | 0 | -349 | 0 | 22,750 | 0 | 22,750 |
| Logistics | 24,275 | 0 | 4,367 | 0 | 0 | -28,642 | 0 | 0 | 0 |
| Assets held for sale | 1,196,495 | -405,537 | 4,818 | -427,262 | -1,619 | 773,462 | 1,140,357 | 289,090 | 851,267 |
| Assets held for sale | 1,196,495 | -405,537 | 4,818 | -427,262 | -1,619 | 773,462 | 1,140,357 | 289,090 | 851,267 |
| Offices France | 319,685 | 0 | 1,563 | -130,087 | 3,855 | 89,673 | 284,689 | 0 | 284,689 |
| Offices Italy | 195,717 | 0 | 578 | -19,277 | -760 | 4,100 | 180,358 | 0 | 180,358 |
| Service sector | 213,342 | 0 | 0 | -135,118 | -199 | 0 | 78,025 | 0 | 78,025 |
| Residential | 257,261 | 0 | 0 | -52,020 | 1,369 | 101,585 | 308,195 | 0 | 308,195 |
| Logistics | 210,490 | -405,537 | 2,677 | -90,760 | -5,884 | 578,104 | 289,090 | 289,090 | 0 |
| TOTAL | 15,494,033 | -322,315 | 194,233 | -487,690 | 66,723 | -1,113 | 14,943,871 | 289,090 | 14,654,781 |
(1) Works completed for €8.8 million.
(2) Works completed on assets located mainly in Milan.
(3) Works completed for €17 million mainly on B&B leases in advance of future completion.
(4) Corresponds to acquisitions of assets in the residential portfolio in Dresden, Leipzig and Berlin for €53.7 million and works during the period for €20.0 million.
The total increase for the period (€194.2 million) mainly includes works completed for €116.6 million, incorporation of capitalised financial expenses on development projects for €12.5 million and acquisitions over the period for €65.1 million.
The amounts of disposals correspond to the appraisal figures published as at 31 December 2013.
The Group has not identified the best use of an asset as being different from the current use, and as such, the implementation of IFRS 13 did not lead to a modification in the assumptions used for the valuation of assets.
In accordance with IFRS 13, the tables below provide details of the ranges of unobservable inputs by business segment (level 3) used by real estate appraisers:
France Offices
| Portfolio | Market | ||||
|---|---|---|---|---|---|
| Grouping of similar assets | Level | (€K) | Net yield rate | Discount rate | rental value |
| Paris Centre West | Level 3 | 622.5 | 4.5% - 8.0% | 5.0% - 6.4% | N/A |
| Paris North East | Level 3 | 299.2 | 5.8% - 6.5% | 5.3% - 7.5% | N/A |
| Paris South | Level 3 | 494.3 | 4.5% - 6.8% | 5.3% - 6.9% | N/A |
| Western Crescent | Level 3 | 1,021.6 | 5.8% - 7.8% | 5.3% - 7.8% | N/A |
| Inner suburbs | Level 3 | 576.8 | 5.7% - 9.8% | 5.0% - 7.0% | N/A |
| Outer suburbs | Level 3 | 176.5 | 6.0% - 16.2% | 5.3% - 11.0% | N/A |
| Total Paris Regions | 3,190.9 | ||||
| Major Regional Cities | Level 3 | 573.2 | 6.0% - 12.6% | 5.3% - 10.2% | N/A |
| Regions | Level 3 | 355.5 | 5.8% - 16.2% | 5.3% - 11.0% | N/A |
| Total Regions | 928.7 | ||||
| TOTAL OFFI CES FRAN CE |
4,119.6 |
Italy Offices
| Grouping of similar assets | Level | Portfolio (€K) |
Net yield rate | Discount rate | Market rental value |
|---|---|---|---|---|---|
| Milan | Level 2 | 414.1 | 5.2% - 6.1% | 4.8% - 5.8% | 1,766 - 29,261 |
| Milan | Level 3 | 1,201.1 | 5.8% - 6.5% | 5.0% - 7.0% | 1,686 - 16,748 |
| Rome | Level 3 | 346.7 | 6.1% | - | 1,120 - 3,101 |
| Other | Level 2 | 148.9 | 6.0% - 6.5% | 6.0% - 6.5% | 1,867 - 2,496 |
| Other | Level 3 | 1,657.1 | 6.0% - 8.1% | 6.0% - 8.5% | 381 - 22,989 |
| Total in operation | 3,768.0 | ||||
| Assets under development | Level 3 | 239.4 | 6,0% | 5.0% - 6.5% | N/A |
| TOTAL OFFI CES ITAL Y |
4,007.4 |
Service Sector
| Grouping of similar assets | Level | Portfolio (€K) |
Net yield rate | Discount rate | Market rental value |
|---|---|---|---|---|---|
| Hotels | Level 3 | 2,335.1 | 5.22% - 8.54% | 6.5% - 10.25% | N/A |
| Healthcare | Level 3 | 241.9 | 5.36% - 9.01% | 5.10% - 7.85% | N/A |
| Retail Premises | Level 3 | 596.1 | 5.29% - 8.32% | 6.2% - 8.15% | N/A |
| Total in operation | 3,173.1 | 4.90% - 8.62% | 5.10% - 11.0% | ||
| Assets under development | Level 3 | 14.0 | 6.0% - 8.35% | N/A | |
| TOTAL SER VICE SECTOR |
3,187.1 | 5.22% - 9.01% | 5.1% - 11.0% |
Residential
| Net yield rate | ||||||
|---|---|---|---|---|---|---|
| Grouping of similar assets | Level | Portfolio (€K) |
Total portfolio | Block valued properties |
Discount rate | Average value (in €/sq m) |
| Paris Neuilly | Level 3 | 455 | 1.4% - 5.7% | 2.9% - 5.7% | N/A | 7,988 |
| Rest of Île-de-France (Paris Region) |
Level 3 | 147 | 1.7% - 5.1% | 3.5% - 4.1% | N/A | 5,054 |
| Provence-Alpes-Côte d'Azur Region |
Level 3 | 126 | 1.2% - 6.9% | 1.2% - 5.5% | N/A | 2,290 |
| Rhône-Alpes Region | Level 3 | 80 | 3.3% - 7.2% | 3.5% - 4.4% | N/A | 3,235 |
| Great West (Normandy, Brittany, Vendée) |
Level 3 | 34 | 3.4% - 9.0% | 4.3% - 9.0% | N/A | 1,134 |
| East | Level 3 | 7 | 2.8% - 6.3% | N/A | N/A | 1,528 |
| Offices Luxembourg | Level 3 | 10 | 5.9% | 5.9% | N/A | 4,690 |
| Total France | Level 3 | 857 | 1.2% - 9.0% | 1.2% - 9.0% | N/A | 4,216 |
| France | Potential yield rate assumed excluding taxes (actual rents/appraisal values excluding taxes) across the portfolio held by FDL in France (including commercial premises) |
|||||
| Duisbourg | Level 3 | 570 | 1.4% - 14.0% | 1.4% - 14.0% | 4.7% - 11.5% | 774 |
| Essen | Level 3 | 505 | 2.5%-11.4% | 2.5%-11.4% | 4.7% - 7.8% | 1,043 |
| Mülheim | Level 3 | 182 | 2.7% - 9.5% | 2.7% - 9.5% | 4.8% - 7.1% | 968 |
| Oberhausen | Level 3 | 138 | 4.1% - 10.8% | 4.1% - 10.8% | 5.4% - 7.2% | 830 |
| Datteln | Level 3 | 106 | 2.8% - 10.8% | 2.8% - 10.8% | 4.8% - 7.2% | 773 |
| Berlin | Level 3 | 606 | 2.3% - 8.3% | 2.3% - 8.3% | 4.1% - 4.4% | 1,309 |
| Dusseldorf | Level 3 | 38 | 4.0% - 7.6% | 4.0% - 7.6% | 4.3% - 6.8% | 1,985 |
| Dresden | Level 3 | 80 | 4.1% - 8.5% | 4.1% - 8.5% | 5.3% - 7.1% | 988 |
| Leipzig | Level 3 | 14 | 4.8% - 8.2% | 4.8% - 8.2% | 4.8% - 6.3% | 678 |
| Other | Level 3 | 311 | 1.9% - 10.3% | 1.9% - 10.3% | 5.0% - 8.0% | 845 |
| Total Germany | Level 3 | 2,552 | 1.4% - 14.0% | 1.4% - 14.0% | 4.1% - 11.5% | 957 |
| Germany | Potential yield rate assumed excluding taxes (actual rents/appraisal values excluding taxes) across the portfolio held by FDL in Germany (including commercial premises) |
|||||
| TOTAL RESI DENTIAL |
3,409 |
Impact of fluctuations in the rate of return on changes in the fair value of property assets, by operating segment
| (€M) | Yield | Change in yield rate: -50 bps |
Change in yield rate: +50 bps |
Change in yield rate: +100 bps |
|---|---|---|---|---|
| Offices France(1) | 6.8% | 378.4 | -326.3 | -610.5 |
| Offices Italy | 5.8% | 385.3 | -324.2 | -600.7 |
| Service sector | 6.3% | 250.5 | -213.7 | -398.3 |
| Residential | 5.8% | 320.0 | -269.0 | -499.0 |
| Logistics | 6.4% | 24.4 | -20.9 | -38.9 |
| TOTAL | 6.2% | 1,358.5 | -1,154.1 | -2,147.4 |
(1) Including DS Campus, New Vélizy, Euromed and Cœur d'Orly assets carried by companies consolidated using the equity method.
2.2.4.1.3. Properties under development
Properties under development relate to building or redevelopment programmes that are subject to the application of IAS 40 (revised).
| (€K) | 31/12/2013 | Change in scope |
Works | Capitalised interest |
Change in fair value |
Transfers and disposals |
30/06/2014 |
|---|---|---|---|---|---|---|---|
| Offices France | 137,224 | 0 | 49,313 | 3,698 | 10,165 | 18,825(1) | 219,225 |
| Offices Italy | 258,300 | 0 | 12,060 | 7,333 | -6,092 | -32,201(2) | 239,400 |
| Service sector | 29,198 | 0 | 8,876 | 550 | 1,374 | -26,029(3) | 13,969 |
| Residential | 22,250 | 0 | 461 | 388 | -349 | 0 | 22,750 |
| Logistics | 24,275 | 0 | 3,874 | 493 | 0 | -28,642(4) | 0 |
| TOTAL | 471,247 | 0 | 74,584 | 12,462 | 5,098 | -68,047 | 495,344 |
(1) The Montpellier B&B assets at the Pompignane site were delivered in 2014, generating a transfer of -€5.1 million.
A new project under development (Lyon Silex 2nd tranche) is generating a transfer of +23.9 million.
(2) Corresponds to the delivery of the Via Dell'Arte asset located in Milan for -€32.2 million.
(3) Delivery of the Porte des Lilas B&B lease in advance of future completion generating a transfer of -€26.0 million.
(4) Deliveries made on the Garonor asset.
Information relating to off-balance sheet costs for works started can be found in Note 2.2.6.3.1
2.2.4.2. Financial assets
| 31/12/2013 | Change in | Change | 30/06/2014 | Amortisations and |
30/06/2014 | ||||
|---|---|---|---|---|---|---|---|---|---|
| (€K) | Net | Increase | Decrease | fair value | in scope | Transfers | Gross | provisions | Net |
| Ordinary loans(1) | 87,932 | 28,442 | -225,000 | 0 | -7 | 244,279 | 135,646 | 0 | 135,646 |
| Total loans | 87,932 | 28,442 | -225,000 | 0 | -7 | 244,279 | 135,646 | 0 | 135,646 |
| Securities at fair value through net income |
19,488 | 0 | 0 | -829 | 0 | 0 | 18,659 | 0 | 18,659 |
| Securities at historic cost |
42,477 | 3 | -3,182 | -2,377 | 3,083 | 0 | 40,017 | -843 | 39,174 |
| Total other financial assets(2) |
61,965 | 3 | -3,182 | -3,206 | 3,083 | 0 | 58,676 | -843 | 57,833 |
| Outstanding amount of leases (LT) |
2,506 | 0 | -188 | 0 | 0 | 72 | 2,390 | 0 | 2,390 |
| Total finance-lease receivables |
2,506 | 0 | -188 | 0 | 0 | 72 | 2,390 | 0 | 2,390 |
| Receivables on financial assets |
3,221 | 0 | 0 | 0 | 0 | 551 | 4,792 | -893 | 3,899 |
| Total receivables on financial assets |
3,221 | 0 | 0 | 0 | 0 | 551 | 4,792 | -893 | 3,899 |
| TOTAL NON -CURRENT FINAN CIAL ASSETS |
155,624 | 28,445 | -228,370 | -3,206 | 3,076 | 244,902 | 201,504 | -1,736 | 199,768 |
(1) Ordinary loans include receivables from equity investments held in equity consolidated companies.
(2) Total other financial assets are broken down as follows:
- securities at fair value through net income: securities from the Technical Fund OPCI were accounted for on the balance sheet at the OPCI's net asset value in the income statement
- securities at cost: investments held by Beni Stabili in property funds are valued at their historical cost. Potential impairments are accounted for in the income statement.
2.2.4.3. Equity affiliates
| Of which share of |
Of which | |||||
|---|---|---|---|---|---|---|
| (€K) | % held | 31/12/2013 | 30/06/2014 | Changes | net income | distributions |
| Iris, Dalhia and Camp Invest OPCIs | 19.90% | 71,804 | 68,871 | -2,932 | 944 | -3,876 |
| Latécoère (DS Campus) | 50.10% | 95,341 | 94,449 | -892 | 2,300 | -3,192 |
| Lenovilla (New Vélizy) | 50.10% | 6,873 | 10,561 | 3,688 | 3,688 | 0 |
| Other equity interests | 10,746 | 10,206 | -540 | 3,340 | -2,769 | |
| TOTAL | 184,764 | 184,088 | -676 | 10,271 | -9,837 |
Investments in equity associates as at 30 June 2014 amounted to €184.1 million, compared with €184.7 million as at 31 December 2013. The change in the period involved the following:
- w Iris, Dalhia and Camp Invest OPCIs: equity interests held by Foncière des Murs (20%) in partnership with Crédit Agricole Assurances (80%). The -€2.9 million change corresponds to the distribution of dividends for -€3.9 million and income of +€0.9 million for the six month period
- w Latécoère (DS Campus): a partnership set up beginning on 19 October 2012 with Crédit Agricole Assurances (49.90%). Signing of a shareholder agreement stipulating
that decisions be made unanimously. The -€0.9 million change corresponds to the distribution of dividends for -€3.2 million and income of +€2.3 million for the first half of the year
- w Lenovilla (New Vélizy): a partnership set up beginning in January 2013 with the Crédit Agricole Assurances Group (49.91%). Considering corporate governance rules, Foncière des Régions exerts significant control over the company
- w other equity interests: These are projects undertaken by Foncière des Régions in connection with Euromed and Cœur d'Orly and the equity interests of Beni Stabili.
2.2.4.3.1. Breakdown of the shareholding in equity affiliates
| Shareholding as at 30 June 2014 | Cœur d'Orly | Euromed Group |
Latécoère (DS Campus) |
SCI Lenovilla (New Vélizy) |
|---|---|---|---|---|
| Foncière des Régions | 25% | 50% | 50.10% | 50.09% |
| Non-group third parties | 75% | 50% | 49.90% | 49.91% |
| Altaréa | 25% | |||
| Crédit Agricole Assurances | 50% | 49.90% | 49.91% | |
| Aéroports de Paris | 50% | |||
| TOTAL | 100% | 100% | 100% | 100% |
2.2.4.3.2. Selected financial information on equity affiliates as at 30 June 2014
| (€K) | Balance sheet Total |
Total non-current assets |
Total debts | Of which financial debt |
Rental income | Net income consolidated |
|---|---|---|---|---|---|---|
| Cœur d'Orly | 132,447 | 69,339 | 128,051 | 13,845 | 0 | 2,529 |
| Latécoère | 357,206 | 323,121 | 168,685 | 167,528 | 9,010 | 4,590 |
| Lenovilla | 190,898 | 177,300 | 169,813 | 150,052 | 0 | 7,363 |
| Euromed | 181,427 | 123,548 | 175,261 | 66,229 | 0 | -763 |
| IRIS Holding France | 173,263 | 170,516 | 126,748 | 111,774 | 5,788 | 3,332 |
| OPCI Iris Invest. 2010 | 258,364 | 248,882 | 121,663 | 115,820 | 7,815 | -424 |
| OPCI Campinvest | 177,016 | 168,702 | 89,095 | 86,912 | 5,540 | 1,217 |
| SCI Dalhia | 133,752 | 129,790 | 59,127 | 57,267 | 3,594 | 614 |
2.2.4.4. Deferred taxes at period-end
| Increases Decreases Other |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| DTA (€K) |
Total at 31/12/2013 |
First-time consoli dations |
Net income for the year |
Shareholders' equity |
changes and transfers |
Net loss for the year |
Shareholders' equity |
Deconso lidations |
Total at 30/06/2014 |
| Losses carried forward | 29,337 | 261 | 5,700 | 0 | 0 | -1,392 | 0 | -5,174 | 28,732 |
| Fair value of properties | 81,400 | 0 | 9,027 | 0 | -4,375 | -1,166 | 0 | -293 | 84,593 |
| Derivatives | 20,910 | 0 | 1,693 | 0 | -4 | -3,974 | 14 | -2,719 | 15,920 |
| Temporary differences | 21,245 | 0 | 2,165 | 0 | 2 | -1,454 | 0 | 0 | 21,958 |
| 152,892 | 151,203 | ||||||||
| DTA/DTL offset | -62,843 | -55,102 | |||||||
| TOTAL DTA |
90,049 | 261 | 18,585 | 0 | -4,377 | -7,986 | 14 | -8,186 | 96,101 |
| Increases | Other | Decreases | |||||||
|---|---|---|---|---|---|---|---|---|---|
| DTL (€K) |
Total at 31/12/2013 |
First-time consoli dations |
Net income for the year |
Shareholders' equity |
changes and transfers |
Net loss for the year |
Shareholders' equity |
Deconso lidations |
Total at 30/06/2014 |
| Fair value of properties | 347,022 | 5,383 | 23,132 | 0 | -4,375 | -3,974 | 0 | -66,385 | 300,803 |
| Derivatives | 1,029 | 0 | 56 | 0 | 28 | -127 | -8 | 0 | 978 |
| Temporary differences | 9,603 | 0 | 1,750 | 0 | -26 | -1,284 | 0 | -387 | 9,656 |
| 357,654 | 311,437 | ||||||||
| DTA/DTL offset | -62,843 | -55,102 | |||||||
| Total DTL | 294,811 | 5,383 | 24,938 | 0 | -4,373 | -5,385 | -8 | -66,772 | 256,335 |
| NET TOTAL |
-204,762 | -5,122 | -6,353 | 0 | -4 | -2,601 | 22 | 58,586 | -160,234 |
| Total impact on the income statement: | -8,954 |
As at 30 June 2013, the consolidated unrealised tax position showed a deferred tax asset of €96 million and a deferred tax liability of €256 million (versus €295 million as at 31 December 2013).
In view of the SIIC tax scheme applicable in France, potential tax savings on tax losses carried forward on real estate activity in France are not accounted for.
In view of the SIIQ tax scheme, which is applicable to disposals in Italy, deferred taxes on assets were recognised and amounted to €82.4 million at the end of June 2014.
The primary contributors to the balance of deferred tax liabilities are:
- w Beni Stabili: €32 million (during the course of 2010, Beni Stabili opted for the SIIQ regime in Italy)
- w Service Sector: €65 million (primarily in Belgium)
- w Germany Residential: €159 million.
In accordance with IAS 12, deferred tax assets and liabilities are offset for each tax entity when they involve taxes paid to the same tax authority.
2.2.4.5. Short-term loans and finance-lease receivables – current portion
| (€K) | 30/12/2013 Net |
Change in scope |
Increase | Decrease | Transfers | 30/06/2014 Gross |
Amortisations and provisions |
30/06/2014 Net |
|---|---|---|---|---|---|---|---|---|
| Short-term loans | 9,168 | 0 | 3,390 | -9,150 | 152 | 3,573 | -13 | 3,560 |
| Finance-lease receivables |
468 | 0 | 0 | -61 | -72 | 335 | 335 | |
| Dividend to be distributed |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| TOTAL | 9,636 | 0 | 3,390 | -9,211 | 80 | 3,908 | -13 | 3,895 |
2.2.4.6. Inventories
Inventories primarily consist of assets dedicated to the trading business within Italy Offices (€72.5 million), assets dedicated to the trading business and real estate development within the Germany residential segment (€8.2 million) and land in Orléans (€0.9 million).
2.2.4.7. Trade receivables
| (€K) | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 30/12/2013 | Change |
|---|---|---|---|---|---|
| Trade receivables | 371,668 | 18,059 | 353,609 | 314,647 | 38,962 |
| Impairment of receivables | -33,554 | -4,480 | -29,074 | -32,091 | 3,017 |
| NET TOTAL FOR TRA DE RECEIVABLES |
338,114 | 13,579 | 324,535 | 282,556 | 41,979 |
The balance of trade receivables includes expenses to invoice to tenants for €126.5 million, rental income receivables for €105.3 million and receivables related to the linearisation of relief granted on rent for €92.7 million.
2.2.4.8. Other receivables
| (€K) | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 30/12/2013 | Change |
|---|---|---|---|---|---|
| Government receivables | 42,529 | 977 | 41,552 | 51,015 | -9,463 |
| Other receivables | 122,448 | 1,128 | 121,320 | 138,534 | -17,214 |
| Security deposits received | 75,703 | 2,655 | 73,048 | 12,412 | 60,636 |
| Current accounts | 20,624 | 0 | 20,624 | 128 | 20,496 |
| TOTAL | 261,304 | 4,760 | 256,544 | 202,089 | 54,455 |
w Government receivables of €41.5 million are broken down into €24 million in France and €17.5 million in Italy. In France, the receivables are mainly VAT. In Italy, this item includes, in particular, receivables from payment on tax litigation for €7.5 million.
w The other receivables include an €85 million receivable on the guarantee given by Beni Stabili to IMSER, and in consideration for this receivable, a debt for the same amount is listed under liabilities.
w The change in receivables on disposals is primarily due to the disposal of the Fogazzaro building in Milan for €55 million.
2.2.4.9. Cash and cash equivalents
| (€K) | 30/06/2014 before reclassification |
Discontinued operations |
30/06/2014 | 31/12/2013 |
|---|---|---|---|---|
| Money-market securities available for sale | 441,921 | 0 | 441,921 | 155,926 |
| Cash at bank | 391,740 | 2,237 | 389,503 | 225,615 |
| TOTAL | 833,661 | 2,237 | 831,424 | 381,541 |
As at 30 June 2014, the portfolio of money-market securities available for sale consists mainly of level 2 standard moneymarket collective investment vehicles (SICAV).
- w The level 1 portfolio corresponds to instruments whose price is listed on an active market for an identical instrument.
- w Level 2 corresponds to instruments whose fair value is determined using data other than the prices mentioned for level 1 and observable directly or indirectly (i.e. price-related data).
Foncière des Régions holds no investments subject to capital risk.
It is worthy to note that €3,195,000 in cash and cash equivalents at the beginning of the period were reclassified to unavailable cash during the first half of 2014.
2.2.4.10. Changes in shareholders' equity
The capital of Foncière des Régions totalled €188 million as at 30 June 2014.
Reserves correspond to social reserves and to parent company retained earnings, together with reserves arising from consolidation.
As at 30 June 2014, share capital was broken down as follows:
| Number of authorised shares | -62,683,088 |
|---|---|
| Number of shares issued and fully paid up | -62,683,088 |
| Number of shares issued and not fully paid up | 0 |
| Par value of shares | €3.00 |
| Share classes | none |
| Restriction on payment of dividends | none |
| Shares held by the Company or its subsidiaries | 118,137 |
Changes in the number of shares during the period
| Date | Transaction | Shares issued |
Treasury shares |
Shares outstanding |
|---|---|---|---|---|
| 31/12/2013 | 62,683,088 | 194,889 | 62,488,199 | |
| Stock options | ||||
| Capital increase – Public exchange offer on Foncière Développement Logements |
||||
| Treasury shares – Liquidity agreement | -35,973 | |||
| Treasury shares – Employee awards | -40,779 | |||
| 30/06/2014 | 62,683,088 | 118,137 | 62,564,951 |
2.2.4.11. Indebtedness
| 30/06/2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (€K) | 31/12/2013 | Increase | Decrease | Change in scope |
Other changes |
before reclassification |
Discontinued operations |
30/06/2014 |
| Bank loans | 5,287,006 | 967,704 | -1,484,486 | 15,692 | 0 | 4,785,916 | 0 | 4,785,916 |
| Other borrowings | 45,244 | 8,689 | -172 | 0 | 20,000 | 73,761 | 0 | 73,761 |
| Treasury bills | 201,030 | 267,170 | 0 | 0 | 0 | 468,200 | 0 | 468,200 |
| Securitised loans | 475,892 | 0 | -23,625 | 0 | 0 | 452,267 | 0 | 452,267 |
| Non-convertible bonds | 935,000 | 600,000 | -12,430 | 0 | 0 | 1,522,570 | 0 | 1,522,570 |
| Finance leases | 27,657 | 0 | -502 | 0 | 0 | 27,155 | 0 | 27,155 |
| Convertible bonds | 1,396,642 | 0 | 0 | 0 | 0 | 1,396,642 | 0 | 1,396,642 |
| Subtotal interest-bearing loans |
8,368,471 | 1,843,563 | -1,521,215 | 15,692 | 20,000 | 8,726,511 | 0 | 8,726,511 |
| Accrued interest | 59,686 | 41,971 | -59,235 | 0 | -164 | 42,258 | 6 | 42,258 |
| Deferral of loan expenses | -82,974 | 18,099 | -15,378 | 0 | 0 | -80,253 | 0 | -80,253 |
| Creditor banks | 153,378 | 0 | 0 | 0 | -85,699 | 67,679 | 1,177 | 66,502 |
| Total loans (LT/ST) | ||||||||
| excl. fair value of ORNANE -type bonds |
8,498,561 | 1,903,633 | -1,595,828 | 15,692 | -65,863 | 8,756,195 | 1,183 | 8,755,018 |
| Long-term | 7,519,639 | 7,943,202 | 0 | 7,943,202 | ||||
| Short-term | 978,922 | 812,993 | 1,177 | 811,816 | ||||
| Valuation of financial instruments |
529,278 | 0 | 0 | 0 | -14,565 | 514,713 | 20,166 | 494,547 |
| Convertible bond derivatives |
18,206 | 0 | 0 | 0 | 112,870 | 131,076 | 0 | 131,076 |
| Total derivatives | 547,484 | 0 | 0 | 0 | 98,305 | 645,789 | 20,166 | 625,623 |
| Assets | -23,118 | -44,623 | 0 | -44,623 | ||||
| Liabilities | 570,602 | 690,412 | 20,166 | 670,246 | ||||
| TOTAL BANK DEBT |
9,046,045 | 1,903,633 | -1,595,828 | 15,692 | 32,442 | 9,401,984 | 21,349 | 9,380,641 |
The new financings taken out during the year are presented in 2.2.4.11.1 – Bank borrowings.
The "Receipts relating to new borrowings" line of the cash flow statement, amounting to €1,828.3 million, corresponds to:
w "Increases in interest-bearing borrowings" (+€1,843,6 million)
w less new debt issuance costs (-€15.3 million).
The "Repayments of borrowings" line of the cash flow statement (-€1,520.3 million) corresponds to decreases in interest-bearing borrowings.
2.2.4.11.1. Bank loans
The below table outlines the characteristics of the borrowings taken out by Foncière des Régions and the amount of guarantees that go with it (principal amount over €100 million).
| Debt balance (> or < |
Total appraisal value for block of assets |
Debt balance | Date of | Initial amount |
|||
|---|---|---|---|---|---|---|---|
| (€K) | €100 M) Backed debt | 30/06/2014 | 30/06/2014 | signature | of debt | Maturity | |
| Offices France | > €100 M > €100 M |
€270 M (2010) – CB 21 €275 M (2012) – Orange |
265,950 10/10/2010 256,995 09/05/2012 |
270,000 10/10/2017 275,000 19/09/2020 |
|||
| > €100 M | €140 M (2011) – Carré Suffren | 137,375 11/07/2011 | 140,000 11/07/2018 | ||||
| > €100 M | €107 M (2010) – Foch | 100,960 28/05/2010 | 107,500 26/05/2017 | ||||
| > €100 M < €100 M |
1,591,527 186,300 |
761,281 37,575 |
|||||
| Total Offices France | 1,777,827 | 798,856 | |||||
| Offices Italy | > €100 M | €1,040 M (2006) – Imser | 452,267 19/06/2006 1,039,726 20/09/2021 | ||||
| > €100 M | €340 M (2013) – former Milano Zerosei |
162,596 19/12/2006 | 340,000 19/12/2015 | ||||
| > €100 M | €156 M (2011) – Torri | 152,544 27/07/2011 | 156,000 27/07/2016 | ||||
| > €100 M | 2,252,838 | 767,407 | |||||
| < €100 M | 644,100 | 340,770 | |||||
| Total Offices Italy | 2,896,938 | 1,108,177 | |||||
| > €100 M | €350 M (2013) | 571,150 | 299,717 15/07/2013 | 350,000 15/07/2020 | |||
| Service Sector | > €100 M | €447 M (2013) | 794,921 | 434,699 25/10/2013 | 447,000 25/10/2020 | ||
| > €100 M | €255 M (2012) – Covered bond |
462,976 | 242,570 14/11/2012 | 255,000 16/11/2019 | |||
| > €100 M | €235 M (2013) – B2 HI OPCI (B&B) |
538,214 | 229,545 20/12/2013 | 235,000 20/12/2018 | |||
| > €100 M | €208 M (2014) | 373,392 | 206,048 07/05/2014 | 208,640 30/04/2019 | |||
| > €100 M | 2,740,652 | 1,412,579 | |||||
| < €100 M | 212,179 | 98,567 | |||||
| Total Service Sector | 2,952,831 | 1,511,146 | |||||
| France Residential | > €100 M | €350 M (2014) | 575,045 | 321,721 15/01/2014 | 350,000 31/10/2018 | ||
| > €100 M | 575,045 | 321,721 | |||||
| < €100 M | 174,991 | 68,502 | |||||
| Total Residential France | 750,037 | 390,222 | |||||
| Germany Residential |
> €100 M | Wohnbau/Dümpten | 175,380 08/12/2010 | 207,500 14/12/2017 | |||
| > €100 M | Lyndon Immeo 02 | 180,209 07/12/2011 | 194,650 14/12/2021 | ||||
| > €100 M | Lyndon Immeo 01 | 174,746 12/12/2011 | 184,720 12/12/2021 | ||||
| > €100 M | Lyndon Immeo 04 | 449,004 09/03/2012 | 485,000 14/03/2022 | ||||
| > €100 M | Indigo | 119,816 13/12/2013 | 120,530 19/12/2018 | ||||
| > €100 M | 1,978,089 | 1,099,155 | |||||
| < €100 M | 559,916 | 333,356 | |||||
| Total Residential Germany | 2,538,004 | 1,432,511 | |||||
| Total Residential | 3,288,041 | 1,822,733 | |||||
| Car Parks | < €100 M | Total Car Parks | 229,700 | 87,792 | |||
| Total collateralised | 11,145,337 | 5,328,705 |
| Debt balance | Total appraisal value for |
Initial | |||||
|---|---|---|---|---|---|---|---|
| (€K) | (> or < | €100 M) Backed debt | block of assets 30/06/2014 |
Debt balance 30/06/2014 |
Date of signature |
amount of debt |
Maturity |
| Offices France | €550 M (2011) – ORNANE type bonds |
451,104 01/05/2011 | 550,000 01/01/2017 | ||||
| €345 M (2013) – ORNANE type bonds |
345,000 20/11/2013 | 345,000 01/04/2019 | |||||
| €500 M (2012) – Other bonds | 500,000 16/10/2012 | 500,000 16/01/2018 | |||||
| Treasury bills | 468,200 | ||||||
| €180 M (2013) – Private placements |
180,000 28/03/2013 | 180,000 30/04/2020 | |||||
| > €100 M | 1,944,304 | ||||||
| < €100 M | 35,000 | ||||||
| Total Offices France | 2,352,392 | 1,979,304 | |||||
| Offices Italy | €225 M (2010) – Convertible bond |
105,538 23/04/2010 | 225,000 23/04/2015 | ||||
| €225 M (2013) – Convertible bond |
225,000 17/01/2013 | 225,000 17/01/2018 | |||||
| €270 M (2013) – Convertible bond |
270,000 17/10/2013 | 270,000 17/04/2019 | |||||
| €350 M (2014) – Bond | 350,000 22/01/2014 | 350,000 22/01/2018 | |||||
| €250 M (2014) – Bond | 250,000 31/03/2014 | 250,000 01/04/2019 | |||||
| > €100 M | 1,200,538 | ||||||
| < €100 M | 44,205 | ||||||
| Total Offices Italy | 1,191,178 | 1,244,743 | |||||
| Service sector | Total Service Sector | 234,269 | 0 | ||||
| Total Residential France | 107,064 | 0 | |||||
| Total Residential Germany | 13,767 | 0 | |||||
| Car Parks | Total Car Parks | 6,260 | 0 | ||||
| Total unencumbered | 3,904,930 | 3,224,047 | |||||
| France Residential | Other bank borrowings | 100,000 | |||||
| Other debt | 73,761 | ||||||
| OVERALL TOTAL |
15,050,267 | 8,726,511 |
Borrowings are valued after their initial recognition at cost, amortised based on the effective interest rate. The average interest rate on Foncière des Régions' consolidated debt stood at 3.60% as at 30 June 2014.
(€K) Balance as at 30/06/2014 Maturity less than 1 year Balance as at 30/06/2015 Balance as at 2 to 5 years Balance as at 30/06/2019 Maturity over 5 years Fixed-rate long-term financial liabilities 4,604,634 611,201 3,993,433 2,592,890 1,400,544 1,400,544 Offices France – Bank borrowings 193,104 3,833 189,271 14,587 174,684 174,684 Offices France – ORNANE-type bonds 796,104 0 796,104 796,104 0 0 Offices France – Other 52,438 0 52,438 0 52,438 52,438 Offices Italy – Bank borrowings 6,790 1,422 5,368 4,440 928 928 Offices Italy – Convertible bonds 600,538 105,538 495,000 495,000 0 0 Service Sector 39,025 765 38,260 38,260 0 0 Service Sector – Other 15,936 0 15,936 0 15,936 15,936 Residential Germany – Bank borrowings 778,721 47,184 731,536 121,057 610,479 610,479 Residential Germany – Other 5,388 171 5,217 3,397 1,820 1,820 Car Parks 132 87 45 45 0 0 Total borrowings and convertible bonds 2,488,175 159,001 2,329,174 1,492,890 836,285 836,285 Offices France – Bonds 680,000 0 680,000 500,000 180,000 180,000 Offices France – Treasury bills 452,200 452,200 0 0 0 0 Offices Italy – Bonds 600,000 0 600,000 600,000 0 0 Offices Italy – Securitised loans 141,689 0 141,689 0 141,689 141,689 Service Sector – Bonds 242,570 0 242,570 0 242,570 242,570 Total debts represented by securities 2,116,459 452,200 1,664,259 1,100,000 564,259 564,259 Floating-rate long-term financial debt 4,121,877 254,101 3,867,775 2,843,283 1,024,492 1,024,492 Offices France – Bank borrowings 640,750 29,611 611,140 544,005 67,134 67,134 Offices Italy – Bank borrowings 693,324 22,681 670,643 670,643 0 0 Service Sector 1,229,551 15,922 1,213,629 558,743 654,886 654,886 Residential France – Bank borrowings 490,222 101,050 389,172 389,172 0 0 Residential Germany – Bank borrowings 653,790 53,598 600,193 423,430 176,763 176,763 Car Parks 87,660 2,258 85,401 20,543 64,858 64,858 Total borrowings and convertible bonds 3,795,298 225,120 3,570,179 2,606,537 963,641 963,641 Offices France – Treasury bills 16,000 16,000 0 0 0 0 Offices Italy – Securitised loans 310,578 12,982 297,597 236,746 60,851 60,851 Total debts represented by securities 326,578 28,982 297,597 236,746 60,851 60,851 TOTAL 8,726,511 865,302 7,861,209 5,436,173 2,425,036 2,425,036
Breakdown of borrowings at their face value according to time left to maturity and by interest-rate type
The ORNANES are presented at face value.
2.2.4.11.2. Issue of convertible bonds
2.2.4.11.2.1. France Offices
- w In May 2011, Foncière des Régions issued bonds that enabled it to diversify its sources of funding and extend the maturity of its debt.
- w In November 2013, Foncière des Régions issued a new ORNANE for €345 million.
The characteristic features of these bonds are as follows:
| Features | ORNANE-type bonds Offices France |
ORNANE-type bonds Offices France |
|---|---|---|
| Issue date | 24/05/2011 | 20/11/2013 |
| Issue amount (€M) | 550 | 345 |
| Issue/Conversion price (€) | 86 | 85 |
| Conversion rate | 1.10 | 1.03 |
| Number of securities issued | 6,405,776 | 4,071,757 |
| Number of securities redeemed | 1,151,832 | |
| Securities outstanding at 31 December 2013 | 5,253,944 | 4,071,757 |
| Amount of the issue after redemption (€M) | 451 | |
| Nominal rate | 3.34% | 0.88% |
| Maturity | 17/01/2017 | 01/04/2019 |
Interest is payable half-yearly on 1 January and 1 July for the first ORNANE issued in 2011 and payable on 1 April and 1 October for the second ORNANE issued in 2013.
The fair value of the ORNANES as at 30 June 2014 was determined based on average listed prices in June:
- w €95.45 for the first ORNANE issued in 2011, i.e. a fair value of €501.5 million as at 30 June 2014 (5,253,944 remaining bonds)
- w €91.3 for the second ORNANE issued in 2013, i.e. a fair value of €371.7 million as at 30 June 2014.
The fair value of Foncière des Régions' ORNANES total €873.2 million.
Bond holders will have the option to convert their bonds either into cash and existing and/or new shares, or only into shares, based on the stock market prices over a determined period, at the Company's discretion.
The characteristic features of these bonds are as follows:
2.2.4.11.2.2. Italy Offices
w In January 2013, Beni Stabili issued €175 million in convertible bonds. In March 2013, an additional €50 million was issued under the same conditions.
In accordance with paragraph 11A of standard IAS 39, this ORNANE is a hybrid instrument and is accounted for as a Host contract (debt at amortised cost) and as an embedded derivative (financial instrument at fair value through the income statement).
w In October 2013, Beni Stabili issued a new convertible bond for €270 million. The convertible bond issued in 2010 was partially repaid for €119 million. This second ORNANE also constituted a hybrid instrument and was accounted for in a Host contract and an embedded derivative.
As at 30 June 2014, the derivatives of Beni Stabili's ORNANES were valued at €83.9 million.
| Features | ORNANE-type bonds Offices Italy |
ORNANE-type bonds Offices Italy |
|---|---|---|
| Issue date | 01/2013 | 10/2013 |
| Issue amount (€M) | 225 | 270 |
| Issue/Conversion price (€) | 0.5991 | 0.6591 |
| Conversion rate | 1.00 | 1.00 |
| Number of securities issued | 375,536,345 | 409,649,522 |
| Securities outstanding at 31 December 2013 | 375,536,345 | 409,649,522 |
| Nominal rate | 3.375% | 2.625% |
| Maturity | 01/2018 | 03/2019 |
2.2.4.11.3. Derivatives
Derivative instruments consist mainly of rate hedging instruments put in place as part of the Group's interest rate hedging policy.
Fair value of net derivative instruments
| (€K) | 31/12/2013 Net |
30/06/2014 Net before reclassification |
Discontinued operations |
30/06/2014 Net |
|---|---|---|---|---|
| Offices France | 197,060 | 240,357 | 240,357 | |
| Offices Italy | 113,965 | 162,275 | 162,275 | |
| Service Sector | 131,353 | 143,738 | 143,738 | |
| Logistics | 36,619 | 20,166 | 20,166 | 0 |
| Residential | 57,051 | 66,579 | 66,579 | |
| Car Parks | 11,436 | 12,674 | 12,674 | |
| TOTAL | 547,484 | 645,789 | 20,166 | 625,623 |
The total impact of value adjustments on derivatives on the income statement was -€211.6 million. It primarily consists of changes in value of cash instruments (-€99.2 million) after reclassifying €5.3 million to discontinued operations, the change in value of the ORNANES (-€109.9 million), the change in value of fixed-rate liabilities recognised during business combinations in 2013 (-€1.7 million) and the change in value of other financial assets (-€0.8 million). In accordance with IFRS 13, the fair values include counterparty default risk.
The "Unrealised gains and losses relating to changes in fair value" line of the Statement of Cash Flow (€152.6 million), which calculates cash flow, mainly integrates the impact of changes in value of cash instruments on income (€104.5 million), the change in value of the ORNANE (€109.9 million), the change in value of fixed securities (€3.2 million), the change in fixed-rate debt recognised during business combinations in 2013 (€1.7 million) and the change in value of investment properties (-€66.7 million) (see note 2.2.5.2).
Breakdown of hedging instruments by maturity of notionals
| (€K) | As at 30/06/2014 |
Less than 1 year |
1 to 5 years | Over 5 years |
|---|---|---|---|---|
| FIXED HEDGE | ||||
| Fixed rate payer swap | 3,877,062 | -309,158 | 2,172,147 | 2,014,073 |
| Fixed rate receiver swap | 1,408,718 | 415,000 | 600,000 | 393,718 |
| Inflation swap in euros | 24,649 | -287 | -1,180 | 26,116 |
| OPTIONAL HEDGE | ||||
| Purchase of fixed rate payer swaption | 0 | 0 | -306,000 | 306,000 |
| Sale of fixed rate borrower swaption | 0 | 0 | -215,500 | 215,500 |
| Cap purchase in euros | 1,286,254 | 138,317 | 1,007,722 | 140,215 |
| Floor purchase in euros | 60,000 | 0 | 60,000 | 0 |
| Floor sale in euros | 147,615 | 0 | 129,500 | 18,115 |
| TOTAL | 6,804,298 | 243,872 | 3,446,689 | 3,113,737 |
Balance as at 30 June 2014
| (€K) | Fixed rate | Floating rate |
|---|---|---|
| Gross borrowings and financial debt (including creditor banks) | 4,604,634 | 4,188,379 |
| Net financial liabilities before hedging | 4,604,634 | 4,188,379 |
| Swaps | -2,468,344 | |
| Caps | -1,286,254 | |
| TOTAL HEDGES |
-3,754,598 |
2.2.4.11.4. Bank covenants
Except for the debt raised without recourse to the Group's property companies, the debt of Foncière des Régions and its subsidiaries generally includes bank covenants (based on ICR and LTV) on the borrower's consolidated financial statements. If these covenants are breached, early debt repayment could be required. These covenants were established in Group share for Foncière des Régions and for Foncière des Murs (regarding refinance loans for historical borrowings) and on a consolidated basis for Foncière Développement Logements and Beni Stabili (if their debts include them).
The most restrictive consolidated LTV covenants as at 30 June 2014 were 60% for Foncière des Régions, for Foncière des Murs and for Foncière Développement Logements. Concerning Foncière Développement Logements, only the French debt includes a consolidated LTV covenant (Foncière Développement Logements scope). Lastly, a limited portion of Beni Stabili financing included a consolidated LTV covenant (Beni Stabili scope), the most restrictive level of which was also 60%.
The threshold for consolidated ICR covenants differs from one REIT to another, depending on the type of assets, and may be different from one debt to another even for the same REIT, depending on debt seniority. Only Foncière Développement Logements' French debt includes a consolidated ICR covenant (Foncière Développement Logements scope). Lastly, only a portion of the Beni Stabili loans has a consolidated ICR covenant.
The most restrictive ICR consolidated covenant applicable to REITs are as follows:
- w for Foncière des Régions: 200%
- w for Foncière des Murs: 200%
- w for Foncière Développement Logements: 150%
- w for Beni Stabili: 140%.
All of these consolidated LTV and ICR covenants were in strict compliance as at 30 June 2014.
With regard to Foncière des Régions, consolidated bank ratios as at 30 June 2014 were 50.6% for Group share LTV and 276% for Group share ICR, compared to 51% and 249% respectively at the end of 2013.
Two types of covenants were added to the consolidated LTV and ICR Group share covenants of Foncière des Régions as part of the corporate loans taken out by Foncière des Régions:
- w mainly an asset-secured debt covenant (100% scope), the cap on which is set at between 22.5% and 25% and which measures the ratio of secured debt (or debt with guarantees of any nature) to asset value
- w this covenant is in full compliance and is maintained at a level significantly lower than the covenant when no secured debt forgiveness takes place on this scope
- w secondarily, unencumbered asset covenants, for which the ceiling is 50%, or an LTV real estate covenant with a 62.5% or a 65% ceiling that assesses the relationship between the debt of Foncière des Régions and that of its fully-owned subsidiaries and the portfolio value.
These covenants are also in compliance as at 30 June 2014.
No loan has an accelerated payment clause contingent on a Foncière des Régions rating.
| Consolidated LTV | Scope | Covenant threshold |
Ratio |
|---|---|---|---|
| €107 M (2010) – Foch | Foncière des Régions | ≤ 65% | In compliance |
| €350 M (2013) | Foncière des Murs | ≤ 60% | In compliance |
| €447 M (2013) | Foncière des Murs | < 60% | In compliance |
| €208 M (2014) | Foncière des Murs | < 60% | In compliance |
| €255 M (2012) – Covered bond | Foncière des Murs | ≤ 65% | In compliance |
| €350 M (2014) | France Residential | ≤ 60% | In compliance |
| €156 M (2011) – Torri | Offices Italy | ≤ 60% | In compliance |
| Consolidated ICR | Scope | Covenant threshold |
Ratio |
|---|---|---|---|
| €107 M (2010) – Foch | Foncière des Régions | ≥ 190% | In compliance |
| €350 M (2013) | Foncière des Murs | > 200% | In compliance |
| €447 M (2013) | Foncière des Murs | > 200% | In compliance |
| €208 M (2014) | Foncière des Murs | > 200% | In compliance |
| €255 M (2012) – Covered bond | Foncière des Murs | ≥ 200% | In compliance |
| €350 M (2014) | France Residential | ≥ 150% | In compliance |
| €156 M (2011) – Torri | Offices Italy | > 140% | In compliance |
These covenants, which are based on the individual and consolidated accounts, most often include specific covenants for the scopes financed. These "Scope" covenants, or to a lesser extent the interest coverage ratios, usually have less restrictive thresholds for the Group's companies than consolidated covenant thresholds. Their purpose is mainly to supervise the use of financing by correlating it with the value of underlying assets provided as collateral.
2.2.4.12. Provisions for contingencies and liabilities
| Reversal of provisions | 30/06/2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| (€K) | 31/12/2013 | Change in scope |
Charges | Used | Unused | before reclassification |
Discontinued operations |
30/06/2014 |
| Other provisions for litigation | 1,785 | 0 | 1,146 | 0 | -158 | 2,773 | 440 | 2,333 |
| Provisions for guarantees | 1,000 | 0 | 0 | 0 | 0 | 1,000 | 0 | 1,000 |
| Provisions for taxes | 2,377 | 0 | 323 | 0 | 0 | 2,700 | 0 | 2,700 |
| Provisions for sustainable development |
423 | 0 | 0 | 0 | 0 | 423 | 0 | 423 |
| Provisions for property charges |
7,153 | 0 | 318 | 0 | -2 | 7,469 | 0 | 7,469 |
| Other provisions | 4,544 | -100 | 59 | -433 | -143 | 3,927 | 0 | 3,927 |
| Subtotal provisions – Current liabilities |
17,282 | -100 | 1,846 | -433 | -303 | 18,292 | 440 | 17,852 |
| Provisions for retirement benefit obligations |
39,942 | 0 | 1,207 | 0 | -801 | 40,348 | 24 | 40,324 |
| Provisions for long-service awards |
698 | 0 | 8 | 0 | -111 | 595 | 13 | 582 |
| Subtotal provisions – Non-current liabilities |
40,640 | 0 | 1,215 | 0 | -912 | 40,943 | 37 | 40,906 |
| TOTAL PRO VISIONS |
57,922 | -100 | 3,061 | -433 | -1,215 | 59,235 | 477 | 58,758 |
Provisions for litigation is broken down as €1 million for France Offices, €0.8 million for Italy Offices and €0.3 million for the Car Park segment.
Provisions for taxes concerning exclusively the Italy Offices segment for €2.7 million.
Provisions for expenses on properties (€7.5 million) from the Car Park segment and concerning provisions for renewal of works.
Other provisions consist primarily of the following:
w other provisions for contingencies and liabilities in Italy Offices: €2.8 million
w provisions relating to grantor rights (Car Parks): €0.6 million
w the balance pertains to the residential segment: €0.4 million. The provision for retirement severance pay totalled €40.3 million as at 30 June 2014, versus €39.9 million as at 31 December 2013.
- w The main actuarial assumptions used to estimate Foncière des Régions' commitments in France were as follows:
- w rate of remuneration increase, managers 4%, non-managers 3%
- w discounting rate 2.51%, TEC 10 N-1 +50 bps.
w The main actuarial assumptions used to estimate commitments in Germany were as follows:
| Assumptions used in calculating provisions for retirement benefit obligations in Germany | 30/06/2014 | 31/12/2013 |
|---|---|---|
| Discount rate | 3.5% | 3.5% |
| Annual wage growth | 2.5% | 2.5% |
| Rate of social security charges | 1.0% | 1.0% |
| Impact on the income statement of provisions for retirement benefit obligations (€K) | ||
| Cost of services rendered during the year | -284 | -407 |
| Financial cost | -636 | -1,193 |
| Effects of plan curtailments/settlements | ||
| TOTAL IMPACT ON THE INCOME STATE MENT |
-919 | -1,600 |
Note: impacts are presented in full-year.
2.2.4.13. Accounting for financial assets and liabilities
| Amount shown in the statement of financial position measured at |
||||||
|---|---|---|---|---|---|---|
| IAS 39 categories | Line item in statement of financial position |
30/06/2014 Net (€K) |
Amortised cost |
Fair value through sharehol ders' equity |
Fair value through profit or loss |
Fair value (€K) |
| Assets at fair value through profit or loss |
Non-current financial assets | 18,659 | 18,659 | 18,659 | ||
| Assets at amortised cost | Non-current financial assets | 39,174 | 39,174 | 39,174 | ||
| Loans and receivables | Non-current financial assets | 141,935 | 141,935 | 141,935 | ||
| Total non-current financial assets |
199,768 | 199,768 | ||||
| Loans and receivables | Trade receivables(1) | 245,376 | 245,376 | 245,376 | ||
| Assets at fair value through profit or loss |
Derivatives at fair value through profit or loss |
44,623 | 44,623 | 44,623 | ||
| Assets at fair value through profit or loss |
Cash and cash equivalents | 441,921 | 441,921 | 441,921 | ||
| TOTAL FINAN CIAL ASSETS |
931,688 | 426,485 | 0 | 505,203 | 931,688 | |
| Liabilities at fair value through profit or loss |
ORNANE-type bonds | 1,422,180 | 465,015 | 957,165 | 1,460,977 | |
| Liabilities at amortised cost | Borrowings (excl. ORNANE-type bonds) |
7,435,407 | 7,435,407 | 7,547,985(2) | ||
| Liabilities at fair value through profit or loss |
Financial instruments | 559,336 | 122,448 | 436,888 | 559,336 | |
| Liabilities at amortised cost | Guarantee deposits | 15,650 | 15,650 | 15,650 | ||
| Liabilities at amortised cost | Trade payables | 137,096 | 137,096 | 137,096 | ||
| TOTAL FINAN CIAL LIABILITIES |
9,569,669 | 8,053,168 | 122,448 | 1,394,053 | 9,721,044 |
(1) Excluding deductible amount.
(2) The difference between the net book value and the fair value of fixed rate debt is €112,578,000.
2.2.4.13.1. Breakdown of financial assets and liabilities at fair value
The table below presents financial instruments at fair value broken down by level:
- w level 1: financial instruments listed in an active market
- w level 2: financial instruments whose fair value is evaluated through comparisons with observable market transactions on similar instruments or based on an evaluation method whose variables include only observable market data
- w level 3: financial instruments whose fair value is determined entirely or partly by using an evaluation method based on an estimate that is not based on market transaction prices on similar instruments.
| (€K) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Derivatives at fair value through profit or loss | 44,623 | 44,623 | ||
| Money-market securities available for sale | 441,921 | 441,921 | ||
| TOTAL FINAN CIAL ASSETS |
0 | 486,544 | 0 | 486,544 |
| ORNANE-type bonds | 1,460,977 | 1,460,977 | ||
| Derivatives at fair value through profit or loss | 559,336 | 559,336 | ||
| TOTAL FINAN CIAL LIABILITIES |
1,460,977 | 559,336 | 0 | 2,020,313 |
2.2.5. NOTES TO THE STATEMENT OF NET INCOME
2.2.5.1. Operating income
2.2.5.1.1. Rental income
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
Change (as a %) |
|---|---|---|---|---|---|---|
| Offices France | 127,625 | 0 | 127,625 | 131,685 | -4,060 | -3.1% |
| Offices Italy | 115,938 | 0 | 115,938 | 116,341 | -403 | -0.3% |
| Total Office rental income | 243,563 | 0 | 243,563 | 248,026 | -4,463 | -1.8% |
| Service Sector | 96,048 | 0 | 96,048 | 101,557 | -5,509 | -5.4% |
| Residential | 98,568 | 0 | 98,568 | 0 | 98,568 | N/A |
| Logistics | 23,979 | 23,979 | 0 | 31,690 | -31,690 | -100.0% |
| TOTAL RENTAL INCOME |
462,158 | 23,979 | 438,179 | 381,273 | 56,906 | 21.2% |
Rental income pertaining to CAP 18 assets listed in the Logistics segment have been presented in the France Offices business since the second half of 2013.
Rental income consists of rental and similar income (e.g.: occupancy fees and entry rights) invoiced for investment properties during the period. Rent holidays, common areas and entry rights are spread out over the fixed term of the lease.
The three tenants who each account for over 10% of overall turnover are:
- w Orange in the France Offices segment (€52.3 million)
- w Telecom Italia in the Italy Offices segment (€59.1 million)
- w Accor in the Service Sector segment (€41.0 million).
Rental income amounted to €438.2 million as at 30 June 2014, versus €381.3 million as at 30 June 2013, up 21.2%.
The changes by type of asset break down as follows:
- w a decrease in rental income from France Offices (-3.1%), which is due in particular to asset disposals (-€7.5 million), to assets made vacant for restoration (-€2 million), to acquiring and delivering developments (+€1.5 million), to various indices and relocations (+€0.4 million) and to reclassifying rental income from the CAP 18 asset (+€3.8 million)
- w a stabilisation of rental income in Italy Offices (-0.3%) explained by the impact of asset deliveries (+€1.8 million), asset management work and the effect of indexation (+€0.2 million), less disposals (-€2.4 million)
- w a decrease in rental income from the Service Sector segment (-5.4%), or -€5.5 million, which was due in particular to the impact from disposals (-€4.6 million)
- w the full consolidation of Foncière Développement Logements, which took place on 1 August 2013, generated €98.6 million in rental income in the residential segment as at 30 June 2014.
2.2.5.1.2. Property charges
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
Change (as a %) |
|---|---|---|---|---|---|---|
| Rental Income | 462,158 | 23,979 | 438,179 | 381,273 | 56,906 | 14.9% |
| Unrecovered property operating costs | -21,987 | -3,078 | -18,909 | -18,723 | -186 | 1.0% |
| Expenses on properties | -13,206 | -957 | -12,249 | -7,239 | -5,010 | 69.2% |
| Net expenses on unrecoverable receivables |
-3,113 | -6 | -3,107 | -4,304 | 1,197 | -27.8% |
| Net rental income | 423,852 | 19,938 | 403,914 | 351,007 | 52,907 | 15.1% |
| RATE FOR PROPERT Y EXPENSES |
-8.3% | -16.9% | -7.8% | -7.9% |
- w Unrecovered rental costs: these expenses are net of re-invoicing to tenants, and basically correspond to charges on vacant premises.
- w Expenses on properties: these consist of rental expenses that are borne by the owner, expenses related to works and expenses related to property management. Excluding the consolidation effect from Foncière Développement Logements, expenses on properties amounted to €4.1 million as at 30 June 2014.
- w Net expenses on unrecoverable receivables: these consist of losses on unrecoverable receivables and net provisions on doubtful receivables. The balance concerns the Italy Offices segment (€1.6 million) and the Residential segment (€1.4 million).
2.2.5.1.3. Net operating costs
These consist of head office expenses and operating costs net of revenues from management and administration activities.
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
Change (as a %) |
|---|---|---|---|---|---|---|
| Management and administration income |
11,960 | 301 | 11,659 | 9,266 | 2,393 | 25.8% |
| Business expenses | -2,880 | -128 | -2,752 | -2,362 | -390 | 16.5% |
| Overhead | -51,116 | -763 | -50,353 | -34,533 | -15,820 | 45.8% |
| Development costs | -185 | 0 | -185 | -181 | -4 | 2.2% |
| TOTAL NET OPERATING COSTS |
-42,221 | -590 | -41,631 | -27,810 | -13,821 | 32.7% |
Activity-related expenses consist primarily of appraisal expenses totalling €1.2 million, asset management fees totalling €1.1 million, as well as expenses related to inspections totalling €0.4 million.
Overhead includes payroll expenses amounting to €31.2 million as at 30 June 2014, versus €18 million as at 30 June 2013 (see 2.2.6.1.1). Excluding the effect from Foncière Développement Logements's consolidation, payroll expenses totalled €19 million.
2.2.5.1.4. Result from other activities
Net income from other activities includes:
- w net income (excluding depreciation and financial net income) for the Car Park segment of €5.7 million as at 30 June 2014, compared to €6.1 million as at 30 June 2013. This net income includes personnel expenses for €5.1 million (see 2.2.6.1.1)
- w net income from finance-lease activity for €0.2 million as at 30 June 2014, versus -€0.9 million as at 30 June 2013
- w net income from real estate development activity for €7 million, recognised in stages in accordance with IAS 11 "Construction contracts".
2.2.5.2. Change in the Fair Value of Properties
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
|---|---|---|---|---|---|
| Offices France | 34,594 | 0 | 34,594 | 33,152 | 1,442 |
| Offices Italy | -11,605 | 0 | -11,605 | -13,250 | 1,645 |
| Service Sector | 14,472 | 0 | 14,472 | 21,864 | -7,392 |
| Residential | 35,269 | 0 | 35,269 | 0 | 35,269 |
| Logistics | -6,007 | -6,007 | 0 | -15,400 | 15,400 |
| TOTAL CHANGE IN FAIR VALUE OF PROPERTIES |
66,723 | -6,007 | 72,730 | 26,366 | 46,364 |
2.2.5.3. Net financing cost
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
Change (as a %) |
|---|---|---|---|---|---|---|
| Interest income on cash transactions | 6,078 | 54 | 6,024 | 2,552 | 3,472 | 136.1% |
| Interest expense on financing operations | -126,508 | -4,972 | -121,536 | -107,097 | -14,439 | 18.1% |
| Net expenses on hedges | -31,230 | -1,031 | -30,199 | -35,265 | 5,066 | -11.4% |
| NET FINAN CING COST |
-151,660 | -5,949 | -145,711 | -139,810 | -5,901 | 8.5% |
Excluding the six-months of Foncière Développement Logements consolidation, financing cost came out to €117 million under the effects of disposals and refinancings.
2.2.5.4. Net financial income
| 30/06/2014 | ||||||
|---|---|---|---|---|---|---|
| (€K) | before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change (€K) |
Change (as a %) |
| Cost of net financial debt | -151,660 | -5,949 | -145,711 | -139,810 | -5,901 | 4.2% |
| Positive changes in fair value of financial instruments |
3,585 | 0 | 3,585 | 84,098 | -80,513 | |
| Negative changes in fair value of financial instruments |
-220,530 | -5,325 | -215,205 | -9,693 | -205,512 | |
| Changes in the fair value of financial instruments |
-216,945 | -5,325 | -211,620 | 74,405 | -286,025 | -384.4% |
| Financial income from discounting | 35 | 0 | 35 | -80 | 115 | |
| Financial expenses from discounting | -4,226 | -151 | -4,075 | -1,341 | -2,734 | |
| Discounting | -4,191 | -151 | -4,040 | -1,421 | -2,619 | 184.3% |
| Impact of discounting and changes in fair value |
-221,136 | -5,476 | -215,660 | 72,984 | -288,644 | -395.5% |
| Expenses net of financial provisions and other |
-21,932 | 0 | -21,932 | -12,959 | -8,973 | 69.2% |
| TOTAL NET FINAN CIAL INCOME |
-394,728 | -11,425 | -383,303 | -79,785 | -303,518 | 380.4% |
2.2.5.5. Taxes
2.2.5.5.1. Exit tax
Liability for exit tax stood at €19.9 million (solely in relation to Beni Stabili) as at 30 June 2014. This debt generated accrued interests, which were accounted for directly in tax expenses.
2.2.5.5.2. Taxes and tax rate by geographical area
| (€K) | Taxes payable | Deferred tax | Total | Tax rate |
|---|---|---|---|---|
| France | -657 | 488 | -169 | 34.43% |
| Italy | -1,571 | 4,772 | 3,201 | 31.40% |
| Germany | -1,926 | -5,531 | -7,457 | 15.83% |
| Belgium | 0 | -2,664 | -2,664 | 33.99% |
| Luxembourg | -29 | -37 | -66 | 30.00% |
| Portugal | 0 | -6,403 | -6,403 | 25.00% |
| Netherlands | -64 | 0 | -64 | 25.00% |
| TOTAL | -4,247 | -9,375 | -13,558 |
(-) corresponds to an income tax expense; (+) corresponds to tax income.
2.2.5.5.3. Deferred tax impact on income
| (€K) | 30/06/2014 before restatement |
Discontinued operations |
30/06/2014 | 30/06/2013 | Change |
|---|---|---|---|---|---|
| Offices France | 416 | 0 | 416 | 16 | 400 |
| Offices Italy | 4,772 | 0 | 4,772 | 5,033 | -261 |
| Service Sector | -9,112 | 0 | -9,112 | -388 | -8,724 |
| Residential | -5,451 | 0 | -5,451 | 0 | -5,451 |
| Logistics | 421 | 421 | 0 | -7,381 | 7,381 |
| Parking facilities | 0 | 0 | 0 | 560 | -560 |
| TOTAL | -8,954 | 421 | -9,375 | -2,160 | -7,215 |
This represents net deferred tax income of €9 million.
2.2.6. OTHER INFORMATION
2.2.6.1. Personnel remuneration and benefits
2.2.6.1.1. Personnel expenses
Personnel expenses amounted to €36.3 million as at 30 June, compared with €23 million as at 30 June 2013. With regard to the Net Income statement in the EPRA format, personnel expenses are included under Overhead in the amount of €31.2 million and in the "Expenses in other businesses" line item, amounting to €5.1 million for the Car Park segment.
2.2.6.1.1.1. Workforce
The actual headcount for the fully consolidated companies, excluding the Car Parks segment, where personnel expense is shown in expenditure on other activities, amounted to 735 people as at 30 June 2014, divided among France (277 employees), Germany (366 employees) and Italy (92 employees).
The average headcount during the first half of 2014 was 732.0 employees.
The average headcount in the Car Parks segment in the first half of 2014 was 228.
2.2.6.1.2. Description of share-based payments
| 2007 | |
|---|---|
| Number of exercisable options | 234,925 |
| Amount | €23,013 K |
| Exercise price (€) | 97.96 |
| Adjusted price (2007) | 97.96 |
| Adjusted price (12/2009) | 97.40 |
| Adjusted price (06/2010) | 88.08 |
| Adjusted price (06/2011) | 85.48 |
| Adjusted price (05/2012) | 82.37 |
| Adjusted price (05/2013) | 80.05 |
| Number of options exercised | 0 |
| Cancelled shares | 35,950 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 31/12/2011 |
383,279 |
| Options exercised between 01/01 and 11/05/2012 | 0 |
| Shares cancelled between 01/01 and 11/05/2012 | 2,294 |
| Cumulative remaining exercisable options as at 11/05/2012 before adjustment | 360,585 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 12/05/2012 AFTER ADJUSTMENT |
374,516 |
| Options exercised between 12/05 and 30/06/2012 | 0 |
| Shares cancelled between 12/05 and 30/06/2012 | 893 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 30/06/2012 AFTER ADJUSTMENT |
335,239 |
| Shares cancelled between 01/07 and 31/12/2012 | 6,103 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 31/12/2012 |
326,462 |
| Shares cancelled or reactivated between 01/01 and 03/05/2013 | 2,653 |
| Cumulative remaining exercisable options as at 02/05/2013 before adjustment | 322,424 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 03/05/2013 AFTER ADJUSTMENT |
331,861 |
| Shares cancelled between 03/05 and 30/06/2013 | 1,963 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 30/06/2013 |
329,766 |
| Shares cancelled between 01/07 and 31/12/2013 | 5,821 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 31/12/2013 |
201,416 |
| Shares cancelled between 01/01 and 18/05/2014 | 1,379 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 18/05/2014 |
200,037 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 19/05/2014 AFTER ADJUSTMENT |
203,782 |
| Shares cancelled between 19/05 and 30/06/2014 | 1,872 |
| CUMULATI VE REMAINING EXERCISA BLE OPTIONS AS AT 30/06/2014 |
201,910 |
| Exercise period | From 12/10/2009 to 12/10/2014 |
2.2.6.1.2.1. Assumptions for the valuation of the fair value of the options
The option plans have been valued by Altia using the six general assumptions common to all option valuation models. The assumptions used for the calculation of fair value applied to the binomial model are the following:
- w exercise price: the exercise price is fixed, according to the plan rules, at the average of the 20 last stock exchange quotations, discounted by 5%
- w share price on the date awarded: this pertains to the opening price of the Foncière des Régions share on the award date
- w life of the option: the life of the option is not the contractual life of the option, but the duration of its estimated life, that is to say the period between the date awarded and the
exercise date, taking account of performance related to the future financial year. It is estimated at three years for senior management and for the Group's Board and at four years for other employees
- w expected volatility of the share price: the assumption of volatility has been created based on a series of historical measurements of volatility, assessed on a daily basis according to the closing price of Foncière des Régions' shares for periods of one year, three years and four years
- w dividend rates paid: the rate of dividends paid has been calculated on an estimate of the share price and the yield since the Company opted for the SIIC tax regime
- w the risk-free interest rate for the term of the option: the rate used was the rate of a zero coupon government bond with maturity corresponding to the estimated term of the option.
During the first half of 2014, free shares were awarded by Foncière des Régions. The following fair-value assumptions were made for the free shares:
| France without performance conditions |
France with a performance requirement |
France with a performance requirement |
Italy, subject to performance conditions |
Italy, not subject to performance conditions |
Germany, not subject to performance conditions |
|
|---|---|---|---|---|---|---|
| Part 1 – with market-related performance conditions |
Part 2 – with an internal performance requirement |
Part 1 – with market-related performance conditions |
Part 2 – with market-related performance conditions |
with market related performance conditions |
||
| Date awarded | 26/02/2014 | 26/02/2014 | 26/02/2014 | 26/02/2014 | 26/02/2014 | 26/02/2014 |
| Number of shares awarded | 5,812 | 11,500 | 11,500 | 3,000 | 3,000 | 2,000 |
| Share price on the date awarded |
€67.50 | €67.50 | €67.50 | €67.50 | €67.50 | €67.50 |
| Exercise period for rights | 3 years | 3 years | 3 years | 4 years | 4 years | 4 years |
| Cost of non-collection of dividends |
-€12.97 | -€12.97 | -€12.97 | -€17.31 | -€17.31 | -€17.31 |
| Actuarial value of the share net of dividends not collected during the vesting period |
€54.53 | €54.53 | €54.53 | €50.19 | €50.19 | €50.19 |
| Forward price method – non-transferability discount (2-year lock-up period) |
€3.69 | €3.69 | €3.69 | |||
| Actuarial value of the share net of dividends not collected during the vesting period and non-transferability discount |
€50.84 | €50.84 | €50.84 | €50.19 | €50.19 | €50.19 |
| Actuarial value of the share net of dividends not collected during the vesting period and turnover rate |
€43.59 | €32.69 | €32.69 | €30.66 | €30.66 | €40.88 |
The expense for free share distribution was booked on 30 June 2014 in the amount of €1,323,000. It is presented in the EPRA-format income statement on the "Discounting of liabilities and receivables" line.
The assessment of the expense for the period takes into consideration the vesting period and the lock-up period.
2.2.6.2. Earnings per share and diluted earnings per share
The net income per share is calculated by dividing the net income attributable to shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted net income per share takes account of the dilution involved in accounting for stock options and bonus shares not yet issued but already awarded.
| NET INCOME GRO UP SHARE (€K) |
51,659 |
|---|---|
| Undiluted average number of shares | 62,467,999 |
| Total dilution impact | 231,083 |
| Stock options | 0 |
| Number of free shares | 231,083 |
| Stock warrants | 0 |
| Average number of fully diluted shares | 62,699,082 |
| Net profit/(loss) per non-diluted share (€) | 0.83 |
| Impact of dilution – free shares (€) | -0.00 |
| NET PROFIT /(LOSS ) PER DILUTED SHARE (€) |
0.82 |
In accordance with IAS 33 "Earnings per share", the impact from the dilution is not presented once the latter is accretive.
2.2.6.3. Off-balance sheet commitments
2.2.6.3.1. Commitments given
Financial guarantees given are detailed in note 2.2.4.11.1.
| Off-balance sheet commitments given (€M) | Maturity | 30/06/2014 | 31/12/2013 |
|---|---|---|---|
| Off-balance sheet commitments related to consolidated companies | |||
| Off-balance sheet commitments related to financing | |||
| Financial guarantees given | 5,328.7 | 5,754.2 | |
| Off-balance sheet commitments related to operating activities | |||
| Financial instruments entered into for the purpose of receipt or delivery of a non-financial item (own use contracts) |
|||
| Commitments given related to business development | 395.0 | 478.6 | |
| w Work commitments outstanding on properties under development(1) | 332.6 | 405.1 | |
| w Purchase commitments | 62.4 | 73.5 | |
| Commitments related to the implementation of operating contracts | |||
| w Earn-out payments | |||
| w Exercise of finance lease options | 30.3 | 30.3 | |
| w Work commitments outstanding on investment properties(2) | 17.6 | 27.8 | |
| w Management fee guarantee | 0.6 | 2.2 |
(1) Commitments relating to work on properties under development.
| (€M) | Cost of works contracted |
Cost of works recognised |
Cost of works for commitments outstanding |
Delivery date |
|---|---|---|---|---|
| Montpellier Egis | 13.6 | 10.6 | 3.0 | Q3 2014 |
| Montpellier Pompignane | 0.5 | 0.2 | 0.3 | 2016 |
| Montpellier Schlumberger | 7.4 | 0.2 | 7.2 | Q2 2016 |
| Nanterre Respiro | 49.2 | 16.9 | 32.3 | Q1 2015 |
| Paris Passy | 12.3 | 6.6 | 5.7 | Q4 2014 |
| Green Corner | 83.0 | 41.7 | 41.3 | Q3 2015 |
| Vinci Roubaix | 22.1 | 9.9 | 12.2 | Q1 2015 |
| Lyon Silex Phase 1 | 33.1 | 4.2 | 28.9 | Q1 2016 |
| Lyon Silex Phase 2 | 0.7 | 0.4 | 0.3 | 2018 |
| Avignon | 8.7 | 1.3 | 7.4 | Q2 2015 |
| Campus Eiffage | 105.0 | 32.6 | 72.4 | Q3 2015 |
| New Vélizy* | 151.8 | 124.9 | 26.9 | Q4 2014 |
| Euromed BH – Offices* | 35.3 | 25.9 | 9.4 | Q1 2015 |
| Euromed Pk – Car Parks* | 33.6 | 27.3 | 6.3 | Q1 2015 |
| Euromed H – Hotels* | 34.0 | 12.2 | 21.8 | Q1 2016 |
| Euromed – Calypso (Building I)* | 26.7 | 10.8 | 15.8 | Q2 2016 |
| Cœur d'Orly – Askia | 56.2 | 27.2 | 29.1 | Q2 2015 |
| Total Offices France | 673.2 | 352.9 | 320.3 | |
| Milan, San Nicolao | 16.2 | 13.0 | 3.2 | Q3 2014 |
| Total Offices Italy | 16.2 | 13.0 | 3.2 | |
| VEFA Romainville | 5.8 | 1.2 | 4.6 | Q3 2015 |
| VEFA Porte de Choisy | 10.5 | 6 | 4.5 | Q4 2015 |
| Total Service Sector | 16.3 | 7.2 | 9.1 | |
| OVERALL TOTAL |
705.7 | 373.1 | 332.6 |
* Assets carried by companies consolidated using the equity method.
The amounts for construction contracts are monitored and updated regularly.
(2) Commitments relating to work on investment properties.
| (€M) | Cost of works contracted |
Cost of works recognised |
Cost of works for commitments outstanding |
Delivery date |
|---|---|---|---|---|
| Accor hotels | 46.0 | 38.0 | 8.0 | 2014–2015 |
| Construction – Quick | 20.6 | 11 | 9.6 | 2014–2015 |
| Total Service Sector | 66.6 | 49.0 | 17.6 | |
| OVERALL TOTAL |
66.6 | 49.0 | 17.6 |
2.2.6.3.1.1. Other commitments given related to the Group's scope
The Group has committed to the tax administration to conserve certain assets for at least five years as part of the SIIC tax regime. (Article 210E). The portfolio value involved in this retention obligation totalled €150.2 million for the Residential segment, €6.6 million for the Service Sector segment and €411.3 million for the France Offices segment as at 30 June 2014.
As at 30 June, the shares in SNC Foncière Otello are pledged under a €255 million bond.
2.2.6.3.2. Commitments received
| Off-balance sheet commitments received (€M) | Maturity | 30/06/2014 | 31/12/2013 |
|---|---|---|---|
| Off-balance sheet commitments related to consolidated companies | |||
| Commitments received on specific transactions | |||
| Off-balance sheet commitments related to financing | |||
| Commitments related to financing not specifically required by IFRS 7 | |||
| Financial guarantees received (authorised lines of credit not used) | 1,165.7 | 1,097.9 | |
| Off-balance sheet commitments related to operating activities | |||
| Financial instruments entered into for the purpose of receipt or delivery of a non-financial item (own use contracts) |
|||
| Other contractual commitments received related to operations | |||
| Assets received in pledge, mortgage or collateral, as well as deposits received(1) |
(1) The rental income can be guaranteed by guarantee deposits recognised or by different types of guarantees (bank guarantees, solidarity guarantees, autonomous first demand guarantees).
2.2.6.3.2.1. Commitments on simple operating lease agreements
General description of the main provisions of simple operating lease agreements:
France Offices
| Commercial | ||||
|---|---|---|---|---|
| Types of leases | Orange | Other offices | ||
| Basis for determining contingent rent payments | As specified in the lease | As specified in the lease | ||
| Terms for renewal or purchase options | Proposal for renewal six or 12 months before the expiration date, depending on the lease |
Proposal for renewal six or 12 months before the expiration date, depending on the lease |
||
| Indexing clauses | ILAT | ICC/ILAT | ||
| Term | 3/6/9/12 years | 3/6/9/12 years |
The firm residual duration of leases of Offices France came out to 5.3 years, versus 5.7 years as at 31 December 2013.
Service Sector
The leases of the Accor Hotels business activity provides for bases for determining conditional rental income according to the hotel's revenue level.
| Types of leases | Retirement homes | Accor hotels | Club Med |
|---|---|---|---|
| Terms for renewal or purchase options |
Proposal for renewal six months before the expiration date |
Proposal for renewal six months before the expiration date |
Proposal for renewal nine months before the end of the validity period. Renewal under the same terms as existing lease: 15 years, of which 8 are fixed and irrevocable |
| Indexing clauses | In line with the change in the rental reference index (IRL) |
Based on hotel revenue | In line with the value of the Eurostat CPI index |
| Term | Firm 12-year lease | Firm 12-year lease | Firm 15-year lease |
Notes to the condensed consolidated financial statements
2
| Types of leases | Courtepaille restaurants | Générale de Santé facilities | Quick restaurants |
|---|---|---|---|
| Conditions for renewal or purchase options |
Renewal at the end of lease period |
Renewal at the end of lease period |
Renewal at end of lease period under the same terms as initial lease |
| In line with the changes in the rental reference index (IRL), the construction cost index |
|||
| Indexing clauses | In line with the change in the commercial rent index (ILC) |
(ICC) and the building index (BT01) |
In line with the change in the commercial rent index (ILC) |
| Term | Firm 12-year lease | Firm 12-year lease(1) | Firm 12-year lease |
(1) Excluding SCI Nouvelle V. Hugo, where the construction lease is 30 years, without renewal.
| Types of leases | Jardiland stores | Sunparks sites | B&B and NH hotels |
|---|---|---|---|
| Conditions for renewal or purchase options |
Renewal for a period of nine years For the first renewal, the tenant commits to a fixed and irreducible term of six years From the second renewal, the tenant has the option to terminate the lease at the end of each triennial period |
Proposal for renewal 15xmonths before the expiration date for a ten-year term |
Renewal at end of lease period |
| Indexing clauses | In line with the change in the commercial rent index (ILC) |
In line with the change in the healthcare index published by Moniteur Belge |
In line with the change in the local consumer price index (VPI) |
| Term | Firm 12-year lease | Firm 15-year lease | Firm 20-year lease |
2.2.6.3.2.2. Minimum payments to receive for non-terminable simple operating lease agreements
| (€M) | Offices France | Service Sector |
|---|---|---|
| Less than one year | 241,4 | 111,9 |
| One to five years | 700,9 | 460,1 |
| Over five years | 398,2 | 573,5 |
| TOTAL | 1,340,5 | 1,145,5 |
2.2.6.4. Related-Party transactions
The information mentioned below concerns the main related-parties, namely equity affiliates.
Detail of related-party transactions
| Partner | Type of partner | Operating income | Net financial income |
Balance sheet |
Comments |
|---|---|---|---|---|---|
| Cœur d'Orly | Equity affiliates | 293 | 181 | 13,420 | Monitoring projects and investments |
| Euromed | Equity affiliates | 0 | 231 | 43,577 | Monitoring projects and investments |
| Latécoère | Equity affiliates | 209 | 10 | 837 | Asset, loan fees |
| Lénovilla | Equity affiliates | 14 | 0 | 35,319 | Asset, loan fees |
2.2.6.5. Management remuneration
In case of involuntary departure, an indemnity will be awarded to the following managers:
w Christophe Kullman (Chief Executive Officer):
The indemnity will be calculated on the total remuneration as at the day of departure, in the amount of one year plus one month per year of service, up to a maximum of 24 months.
2.2.7. SEGMENT REPORTING
Based on the internal organisation of the Group, and in accordance with the requirements of IFRS 8, the operating segments of Foncière des Régions are:
- w France Offices
- w Italy Offices
- w Service Sector
- w Residential
- w Car Parks
- w Corporate.
2.2.7.1. Intangible fixed assets
w Olivier Esteve (Deputy Chief Executive):
The indemnity will be equal to 12 months' salary (fixed and variable) increased by one month for each year of service, limited in total to 24 months' salary.
w Aldo Mazzocco's Italian employment contract and his corporate mandate of Deputy Director of Beni Stabili stipulate the payment of an involuntary departure indemnity of an amount equivalent to 30 months' remuneration.
As at 30 June 2014, the Logistics segment disappeared from segment reporting and is now reclassified under "discontinued operations". The detail of "discontinued operations" is presented in the financial statements (balance sheet and net income statement).
The financial data presented for the segment-based information follows the same accounting rules as for the consolidated financial statements.
| 2013 (€K) |
Offices France | Offices Italy | Logistics – discontinued operations |
Service Sector | Residential | Car Parks | Total |
|---|---|---|---|---|---|---|---|
| Concessions and other fixed assets |
1,673 | 1,128 | 0 | 0 | 552 | 150,815 | 154,168 |
| NET | 1,673 | 1,128 | 0 | 0 | 552 | 150,815 | 154,168 |
| 2014 (€K) |
Offices France | Offices Italy | Service Sector | Residential | Car Parks | Total |
|---|---|---|---|---|---|---|
| Concessions and other fixed assets |
1,611 | 1,151 | 4 | 351 | 147,644 | 150,761 |
| NET | 1,611 | 1,151 | 4 | 351 | 147,644 | 150,761 |
2.2.7.2. Tangible fixed assets
| 2013 | |||||||
|---|---|---|---|---|---|---|---|
| (€K) | Offices France | Offices Italy | Logistics | Service Sector | Residential | Car Parks | Total |
| Operating properties | 45,627 | 19,195 | 0 | 0 | 6,004 | 25,429 | 96,255 |
| Other fixed assets | 2,015 | 1,381 | 14 | 344 | 2,381 | 485 | 6,620 |
| Fixed assets in progress |
2,034 | 0 | 1 | 0 | 2,846 | 416 | 5,297 |
| NET | 49,676 | 20,576 | 15 | 344 | 11,231 | 26,330 | 108,172 |
| 2014 (€K) |
Offices France | Offices Italy | Service Sector | Residential | Car Parks | Total |
|---|---|---|---|---|---|---|
| Operating properties | 44,974 | 18,948 | 1 | 5,895 | 24,956 | 94,774 |
| Other tangible fixed assets | 2,062 | 1,306 | 363 | 2,252 | 455 | 6,438 |
| Fixed assets in progress |
4,403 | 0 | 250 | 0 | 419 | 5,072 |
| NET | 51,439 | 20,254 | 614 | 8,147 | 25,830 | 106,284 |
2.2.7.3. Investment properties/Properties held for sale
| 2013 (€K) |
Offices France | Offices Italy | Logistics | Service Sector | Residential | Car Parks | Total |
|---|---|---|---|---|---|---|---|
| Investment properties | 3,638,251 | 3,611,315 | 556,162 | 2,989,471 | 3,031,092 | 0 | 13,826,291 |
| Operating assets held for sale |
319,685 | 195,717 | 210,490 | 213,342 | 257,261 | 0 | 1,196,495 |
| Properties under development |
137,224 | 258,300 | 24,275 | 29,198 | 22,250 | 0 | 471,247 |
| TOTAL | 4,095,160 | 4,065,332 | 790,927 | 3,232,011 | 3,310,603 | 0 | 15,494,033 |
| 2014 (€K) |
Offices France | Offices Italy | Service Sector | Residential | Car Parks | Total |
|---|---|---|---|---|---|---|
| Investment properties | 3,559,022 | 3,576,690 | 3,094,567 | 3,077,891 | 0 | 13,308,170 |
| Operating assets held for sale |
284,689 | 180,358 | 78,025 | 308,195 | 0 | 851,267 |
| Properties under development |
219,225 | 239,400 | 13,969 | 22,750 | 0 | 495,344 |
| TOTAL | 4,062,936 | 3,996,448 | 3,186,561 | 3,408,836 | 0 | 14,654,781 |
2.2.7.4. Financial investments
| 2013 (€K) |
Offices France |
Offices Italy |
Logistics | Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|---|
| Loans | 80,316 | 0 | 37 | 6,790 | 272 | 517 | 0 | 87,932 |
| Other financial assets |
0 | 39,994 | 0 | -2 | 2,379 | 1,485 | 18,109 | 61,965 |
| Finance lease receivables |
0 | 0 | 0 | 0 | 0 | 0 | 2,506 | 2,506 |
| Receivables on disposals of financial assets |
0 | 3,221 | 0 | 0 | 0 | 0 | 0 | 3,221 |
| Equity affiliates | 109,301 | 3,659 | 0 | 71,804 | 0 | 0 | 0 | 184,764 |
| NET | 189,617 | 46,874 | 37 | 78,592 | 2,651 | 2,002 | 20,615 | 340,388 |
| 2014 (€K) |
Offices France |
Offices Italy |
Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|
| Loans | 113,570 | 0 | 6,776 | 15,266 | 34 | 0 | 135,646 |
| Other financial assets |
0 | 37,518 | -2 | 2,200 | 1,485 | 16,632 | 57,833 |
| Finance leases | 0 | 0 | 0 | 0 | 0 | 2,390 | 2,390 |
| Receivables on disposals of financial assets |
0 | 3,348 | 0 | 551 | 0 | 0 | 3,899 |
| Investments in equity affiliates |
112,780 | 2,437 | 68,871 | 0 | 0 | 0 | 184,088 |
| NET | 226,350 | 43,303 | 75,645 | 18,017 | 1,519 | 19,022 | 383,856 |
2.2.7.5. Inventories and work-in-progress
| 2013 (€K) |
Offices France |
Offices Italy |
Logistics | Service Sector |
Residential | Car Parks | Total |
|---|---|---|---|---|---|---|---|
| Inventories and work-in-progress | 1,340 | 72,647 | 0 | 0 | 5,712 | 334 | 80,033 |
| TOTAL | 1,340 | 72,647 | 0 | 0 | 5,712 | 334 | 80,033 |
| 2014 (€K) |
Offices France |
Offices Italy |
Service Sector |
Residential | Car Parks | Total |
|---|---|---|---|---|---|---|
| Inventories and work-in-progress | 874 | 72,447 | 0 | 8,198 | 176 | 81,695 |
| TOTAL | 874 | 72,447 | 0 | 8,198 | 176 | 81,695 |
2.2.7.6. Financial liabilities
| 2013 (€K) |
Offices France |
Offices Italy |
Logistics | Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|---|
| Total interest bearing loans |
741,994 | 2,125,147 | 0 | 1,280,136 | 1,604,437 | 85,783 | 1,682,142 | 7,519,639 |
| Total short-term interest-bearing loans |
15,839 | 222,339 | 23 | 217,401 | 164,444 | 3,818 | 355,058 | 978,922 |
| TOTAL LT AND ST LOANS |
757,833 | 2,347,486 | 23 | 1,497,537 | 1,768,881 | 89,601 | 2,037,200 | 8,498,561 |
| 2014 (€K) |
Offices France |
Offices Italy |
Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|
| Total interest bearing loans |
744,262 | 2,296,788 | 1,491,574 | 1,757,219 | 84,741 | 1,568,618 | 7,943,202 |
| Total short-term interest-bearing loans |
142,987 | 51,921 | 39,770 | 169,135 | 10,791 | 397,206 | 811,810 |
| TOTAL LT AND ST LOANS |
887,249 | 2,348,709 | 1,531,344 | 1,926,354 | 95,532 | 1,965,824 | 8,755,012 |
2.2.7.7. Derivatives
| 2013 (€K) |
Offices France |
Offices Italy |
Logistics | Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|---|
| Financial instruments – assets |
1,631 | 0 | 0 | 10,613 | 8,164 | 148 | 2,562 | 23,118 |
| Financial instruments – liabilities |
24,353 | 113,965 | 36,619 | 141,966 | 65,215 | 11,584 | 176,900 | 570,602 |
| NET FINAN CIAL INSTR UMENTS |
22,722 | 113,965 | 36,619 | 131,353 | 57,051 | 11,436 | 174,338 | 547,484 |
| 2014 (€K) |
Offices France |
Offices Italy |
Service Sector |
Residential | Car Parks | Corporate | Total |
|---|---|---|---|---|---|---|---|
| Financial instruments – assets |
246 | 0 | 4,403 | 6,389 | 27 | 33,558 | 44,623 |
| Financial instruments – liabilities |
30,584 | 162,275 | 148,141 | 72,968 | 12,701 | 243,577 | 670,246 |
| NET FINAN CIAL INSTR UMENTS |
30,338 | 162,275 | 143,738 | 66,579 | 12,674 | 210,019 | 625,623 |
2.2.7.8. Net income
| 2013 (€K) |
Offices | France Offices Italy | Service Sector |
Residential | Logistics | Parking | facilities Corporate 30/06/2013 | |
|---|---|---|---|---|---|---|---|---|
| Rental income | 131,685 | 116,341 | 101,557 | 0 | 31,690 | 0 | 0 | 381,273 |
| Unrecovered rental costs | -3,974 | -11,918 | -68 | 0 | -2,763 | 0 | 0 | -18,723 |
| Expenses on properties | -781 | -5,074 | -73 | 0 | -1,296 | 0 | -15 | -7,239 |
| Net expenses on unrecoverable receivables |
234 | -3,384 | 0 | 0 | -1,154 | 0 | 0 | -4,304 |
| Net rental income | 127,164 | 95,965 | 101,416 | 0 | 26,477 | 0 | -15 | 351,007 |
| Management and administration revenues |
2,679 | 4,430 | 947 | 0 | 466 | 0 | 744 | 9,266 |
| Activity-related costs | -991 | -254 | -695 | 0 | -422 | 0 | 0 | -2,362 |
| Committed fixed costs | -8,616 | -12,683 | -2,247 | 0 | -1,702 | 0 | -9,285 | -34,533 |
| Development costs | -181 | 0 | 0 | 0 | 0 | 0 | 0 | -181 |
| Net operating costs | -7,109 | -8,507 | -1,995 | 0 | -1,658 | 0 | -8,541 | -27,810 |
| Income from other activities | 2,917 | 0 | 0 | 0 | 0 | 18,044 | 5 | 20,966 |
| Expenses of other activities | 0 | 0 | 0 | 0 | 0 | -11,965 | -948 | -12,913 |
| Income from other activities | 2,917 | 0 | 0 | 0 | 0 | 6,079 | -943 | 8,053 |
| Depreciation of operating assets | -1,966 | -489 | 0 | 0 | -4 | -4,860 | -7 | -7,326 |
| Net change in provisions and other | 5,506 | -1,094 | -5,913 | 0 | 384 | -1,144 | 6,399 | 4,138 |
| CURRENT OPERATING INCOME |
126,512 | 85,875 | 93,508 | 0 | 25,199 | 75 | -3,107 | 328,062 |
| Income from disposals of trading properties |
6 | 1,700 | 0 | 0 | 0 | 0 | 0 | 1,706 |
| Net change in trading properties | -304 | -3,019 | 0 | 0 | 0 | -11 | 0 | -3,334 |
| Net gain (loss) on disposal from trading properties |
-298 | -1,319 | 0 | 0 | 0 | -11 | 0 | -1,628 |
| Proceeds from asset disposals | 97,492 | 67,698 | 82,864 | 0 | 0 | 0 | 0 | 248,054 |
| Carrying value of investment properties sold |
-100,168 | -64,060 | -82,471 | 0 | -574 | 0 | 0 | -247,273 |
| Gain (loss) from asset disposals | -2,676 | 3,638 | 393 | 0 | -574 | 0 | 0 | 781 |
| Gains in value of investment properties | 51,225 | 21,123 | 43,401 | 0 | 187 | 0 | 0 | 115,936 |
| Losses in value of investment properties | -18,073 | -34,373 | -21,537 | 0 | -15,587 | 0 | 0 | -89,570 |
| Net valuation gains and losses | 33,152 | -13,250 | 21,864 | 0 | -15,400 | 0 | 0 | 26,366 |
| Income from disposal of securities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Income from changes in consolidation scope |
3,180 | 0 | 0 | 0 | 0 | 0 | 0 | 3,180 |
| OPERATING INCOME (LOSS ) |
159,870 | 74,944 | 115,765 | 0 | 9,225 | 64 | -3,107 | 356,761 |
| Income from non consolidated affiliates | 32 | 0 | 0 | 0 | 0 | 0 | 8,866 | 8,898 |
| Net financing cost | 7,619 | -56,669 | -27,960 | 0 | -14,830 | -1,937 | -46,033 | -139,810 |
| Value adjustment on derivatives | 39,736 | -9,669 | 31,247 | 0 | 10,123 | 2,968 | 0 | 74,405 |
| Discounting of liabilities and receivables |
-1,211 | -69 | -162 | 0 | 21 | 0 | 0 | -1,421 |
| Net change in financial and other provisions |
-2,263 | -7,664 | -2,696 | 0 | -235 | -101 | 0 | -12,959 |
| Share in earnings of affiliates | 4,826 | 299 | 3,366 | 16,519 | 0 | 0 | 0 | 25,010 |
| NET INCOME (LOSS ) BEFORE TAX |
208,609 | 1,172 | 119,560 | 16,519 | 4,304 | 994 | -40,274 | 310,884 |
Inter-segment transactions, which consist primarily of management fees, have been eliminated from this presentation.
Notes to the condensed consolidated financial statements
2
| 2014 (€K) |
Offices France | Offices Italy | Service Sector |
Residential | Parking facilities |
Corporate | 30/06/2014 |
|---|---|---|---|---|---|---|---|
| Rental income | 127,625 | 115,938 | 96,048 | 98,568 | 0 | 0 | 438,179 |
| Unrecovered rental costs | -2,870 | -11,983 | -127 | -3,929 | 0 | 0 | -18,909 |
| Expenses on properties | -582 | -3,485 | -46 | -8,133 | 0 | -3 | -12,249 |
| Net expenses on unrecoverable | |||||||
| receivables | -92 | -1,642 | 0 | -1,373 | 0 | 0 | -3,107 |
| Net rental income | 124,081 | 98,828 | 95,875 | 85,133 | 0 | -3 | 403,914 |
| Management and administration income |
2,559 | 5,118 | 1,034 | 2,232 | 0 | 716 | 11,659 |
| Business expenses | -969 | 0 | -1,239 | -544 | 0 | 0 | -2,752 |
| Overhead | -7,697 | -11,793 | -1,889 | -17,279 | 0 | -11,695 | -50,353 |
| Development costs | -129 | 0 | -56 | 0 | 0 | 0 | -185 |
| Net operating costs | -6,236 | -6,675 | -2,150 | -15,591 | 0 | -10,979 | -41,631 |
| Income from other activities | 7,025 | 0 | 0 | 1,230 | 18,709 | 237 | 27,201 |
| Expenses of other activities | 0 | 0 | 0 | -958 | -12,986 | -62 | -14,006 |
| Income from other activities | 7,025 | 0 | 0 | 272 | 5,723 | 175 | 13,195 |
| Depreciation of operating assets | -1,414 | -468 | 0 | -772 | -5,283 | -6 | -7,943 |
| Net change in provisions and other | 6,078 | -1,392 | -7,287 | -2,218 | -869 | 5,735 | -1,630 |
| CURRENT OPERATING INCOME |
129,534 | 90,293 | 86,438 | 66,824 | -429 | -5,078 | 365,905 |
| Income from disposals of trading properties |
342 | 112 | 0 | 691 | 0 | 0 | 1,145 |
| Net change in trading properties | -466 | -211 | 0 | -1,046 | -36 | 0 | -1,759 |
| Net gain (loss) on disposal from trading properties |
-124 | -99 | 0 | -355 | -36 | 0 | -614 |
| Income from asset disposals | 130,754 | 80,940 | 134,990 | 55,182 | 0 | 0 | 401,866 |
| Carrying value of investment properties sold |
-133,398 | -80,454 | -135,546 | -55,717 | 0 | 0 | -405,115 |
| Net gain (loss) from asset disposals | -2,644 | 486 | -556 | -535 | 0 | 0 | -3,249 |
| Gains in value of investment properties | 54,891 | 23,660 | 19,868 | 53,050 | 0 | 0 | 151,469 |
| Losses in value of investment properties | -20,297 | -35,265 | -5,396 | -17,781 | 0 | 0 | -78,739 |
| Net valuation gains and losses | 34,594 | -11,605 | 14,472 | 35,269 | 0 | 0 | 72,730 |
| Income from disposal of securities | 0 | 0 | 0 | -287 | 0 | 0 | -287 |
| Income from changes in scope | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| OPERATING INCOME (LOSS ) |
161,360 | 79,075 | 100,354 | 100,916 | -465 | -5,078 | 434,485 |
| Net income of non-consolidated affiliates |
23 | 0 | 0 | 0 | 0 | 0 | 23 |
| Net financing cost | -7,475 | -51,781 | -26,944 | -28,706 | -1,927 | -23,429 | -145,711 |
| Value adjustment on derivatives | -84,191 | -77,770 | -35,864 | -11,509 | -2,286 | 0 | -211,620 |
| Discounting of liabilities and receivables |
-1,479 | -2,478 | -83 | 0 | 0 | 0 | -4,040 |
| Net change in financial and other provisions |
-3,762 | -11,291 | -1,911 | -4,865 | -103 | 0 | -21,932 |
| Share in earnings of affiliates | 9,041 | 388 | 944 | 0 | 0 | 0 | 10,372 |
| NET INCOME (LOSS ) BEFORE TAX |
73,517 | -63,857 | 36,496 | 55,836 | -4,781 | -28,507 | 61,578 |
Given its disengagement in the Logistics segment with the disposal of nearly 63% of its portfolio over the first half of 2014, starting from 1 January 2014, this segment is presented under "discontinued operations" and is no longer listed in segment reporting for 2014. The contribution of this segment in the income statement can be read directly in the net income statement (discontinued operations).
2.2.8. SUBSEQUENT EVENTS
2.2.8.1. Italy Offices segment
In June 2014, the Board of Directors of Beni Stabili decided to restructure the IMSER 60 debt (portfolio of properties rented to Telecom Italia).
A €150 million capital increase has been planned as part of this transaction (including premiums) in July 2014 as well as the implementation of two bank borrowings of €500 million.
The anticipated initial securitised debt reimbursement will be €650 million (including fees).
In May 2014, Beni Stabili Gestioni SGR, Banca Fimat and Polaris Real Estate SGR signed a letter of intent to create a joint-venture to which Beni Stabili Gestioni SGR securities will be contributed.
The company will be 17.9% held by Beni Stabili and 50.20% by Banca Fimat.
This transaction will take effect during the second half of 2014.
2.2.8.2. Residential segment
2.2.8.2.1. Disposals
A disposal of 1,924 residential units took place on 1 July 2014 pertaining to assets under contract totalling €102 million.
2.2.8.2.2. Signature of a purchase agreement
On 20 June 2014, Foncière Développement Logements signed a purchase agreement through its German subsidiary Immeo AG on a portfolio of 3,400 residential units located in Berlin and Dresden for approximately €240 million, taxes and duties included. This acquisition, signed subject to conditions precedent of the German competition authorities, should be finalised by the third quarter of 2014.
It will be financed in part by bank debt and in part through a capital increase of Immeo AG.
2.2.8.2.3. Disposal of the German subsidiary Immeo Wohnen AG
On 9 July 2014, Foncière Développement Logements sold the shares of its German subsidiary Immeo AG to its main shareholders (Foncière des Régions 59.7%, Crédit Agricole Assurances 15.1%, Cardif Assurance Vie 13.7% and Generali 8.9%) for up to their share of Foncière Développement Logements's capital. This transaction went into effect on 9 July 2014.
Batisica granted balance of sale financing for this disposal to the buyers. This financing was transferred to Foncière Développement Logements through a distribution and reduction of the capital of Batisica and of Foncière Développement Logements Deutschland.
Foncière Développement Logements is offering shareholders who do not wish to participate in this transaction (2.6%) to buy back their share through the implementation of a public share buyback offer (OPRA).
To this end, on 23 June 2014, Foncière Développement Logements filed a notification with the French financial markets authority (Autorité des marchés financiers, or "AMF") presenting a public buyback offer for its treasury shares.
On 8 July 2014, the AMF agreed that the share buyback offer filed by Foncière Développement Logements is in compliance.
The launch of the share buyback offer for 1,821,261 shares at €7.85 per share will take place from 8 July to 27 August 2014. A centralisation will take place on 8 September and all of the shares contributed will be cancelled.
2.2.9. SCOPE OF CONSOLIDATION
2.2.9.1. Additions to the scope of consolidation
2.2.9.1.1. Italy Offices segment
w B.S. Engineering S.R.L. full consolidation, percentage held 100%.
2.2.9.1.2. Service Sector segment
w Stadhouderskade Amsterdam BV: full consolidation, percentage held 100%.
This company has an NH hotel located in Amsterdam's city centre. The acquisition price was €48.3 million. This transaction was handled as an asset deal.
w Creation of the company "NH Amsterdam Center Hôtel HLD" to acquire the shares of Stadhouderskade Amsterdam BV.
This company is fully consolidated, percentage held 100%.
2.2.9.1.3. Residential segment
- w Immeo Berlin C GmbH: full consolidation, percentage held 94.65%.
- w Immeo Dansk Holdings Aps: full consolidation, percentage held 99.73%.
- w Immeo Berlin C GmbH acquired a portfolio of assets in Berlin.
2.2.9.2. Removals from the scope of consolidation
2.2.9.2.1. Logistics segment
w Disposal of Garonor France 3, Melun 7 and 9 and nine German companies on 2 June 2014.
2.2.9.2.2. Residential segment
w Immeo Rewo Holding GmbH.
2.2.9.3. Internal restructuring
2.2.9.3.1. France Offices segment
- w SCI at 32/50 rue Parmentier: full transfer of the assets into Foncière des Régions.
- w SCI at 1 rue de Verdun: full transfer of the assets into SAS Blériot.
2.2.9.3.2. Service Sector segment
- w Simplified mergers of Castel Immo, Pontlier Tironneau and SCI De La Noue with Foncière des Murs SCA on 26 May 2014 with retroactive effect as of 1 January 2014.
- w Full transfer of assets (TUP) of Nouvelle Lacépède, Nouvelle Victor Hugo, 105-107 avenue Victor Hugo and Kérinou Immobilier into Foncière des Murs on 30 June 2014.
2.2.9.4. Change in percentage held and/or change in consolidation method
2.2.9.4.1. France Offices segment
w Following the acquisition of Immeo Rewo Holding GmbH shares by Foncière des Régions through Immobilien GmbH, an indirect subsidiary of Foncière Développement Logements, the company is now wholly owned.
Statutory auditors' report of the half-yearly financial information
For the period from January 1 to June 30, 2014
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your annual general meetings and in accordance with the requirements of article L. 451-1-2 III of the French monetary and financial code («Code monétaire et financier»), we hereby report to you on:
- w the review of the accompanying condensed half-yearly consolidated financial statements of Foncière des Régions, for the period from January 1 to June 30, 2014,
- w the verification of the information presented in the half-yearly management report.
These condensed half-yearly consolidated financial statements are the responsibility of the board of directors. Our role is to express a conclusion on these financial statements based on our review.
1. Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.
2. Specific verification
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Courbevoie and Paris–La Défense, July 25, 2014
The statutory auditors French original signed by
MAZARS ERNST & YOUNG et Autres
Gilles Magnan Sophie Duval
Foncière des Régions – 2014 First-Half Financial Report 111
Certification of the preparer
I certify that, to my knowledge, the abridged accounts for this past semi-annual period have been prepared in accordance with the applicable accounting standards and give a faithful image of the assets, of the financial position and of the results of the company as well as of all of the companies included in the consolidation, and that the attached semi-annual business report presents a faithful picture of the important events occurring during the first six months of the financial year, of their impact on the accounts, of the major transactions between related parties, as well as a description of the main risks and main uncertainties for the remaining six months of the financial year.
6 August 2014
Mr. Christophe Kullmann Chief Executive Officer Person in Charge of the Financial Information
5.DEFINITIONS, ACRONYMS AND ABBREVIATIONS USED
Cost of development projects
This indicator is calculated including interest costs. It includes the costs of the property and costs of construction.
Debt interest rate
w Average cost:
Financial Cost of Bank Debt for the period + Financial Cost of Hedges for the period Average bank debt outstanding in the year
w Spot rate: Definition equivalent to average interest rate over a period of time restricted to the last day of the period.
Definition of the acronyms and abbreviations used:
- w MR: Major Regional Cities, i.e. Bordeaux, Grenoble, Lille, Lyon, Metz, Aix-Marseille, Montpellier, Nantes, Nice, Rennes, Strasbourg and Toulouse
- w ED: Excluding Duties
- w ID: Including Duties
- w IDF: Paris region (Île-de-France)
- w ILAT: French office rental index
- w CCI: Construction Cost Index
- w CPI: Consumer Price Index
- w RRI: Rental Reference Index
- w PACA: Provence-Alpes-Côte-d'Azur
- w LFL: Like-for-Like
- w GS: Group share
- w CBD: Central Business District
- w Rtn: Yield
- w Chg: Change
- w MRV: Market Rental Value
Firm residual term of leases
Average outstanding period remaining of a lease calculated from the date a tenant first takes up an exit option.
Green Assets
Green' buildings, according to IPD, are those where the building and/or its operating status are certified as HQE, BREEAM, LEED, etc. And/or which have a recognised level of energy performance such as the BBC-effinergier, HPE, THPE or RT Global certifications.
Like-for-like change in value
This indicator is used to compare asset values from one financial year to another without accounting for changes in scope, such as acquisitions, disposals, development projects, etc.
Change in value as shown in the portfolio table is a figure that includes work carried out on existing assets. The restated like-for-like change in value of this work is cited in the comments section.
Loan To Value (LTV)
The LTV calculation is detailed in Part 7 "Financial Resources".
Net asset value per share (NAV/share), and Triple Net NAV per share
NAV per share (Triple Net NAV per share) is calculated pursuant to the EPRA recommendations, based on the shares outstanding as at year-end (excluding treasury shares) and adjusted for the effect of dilution.
Occupancy rate
The occupancy rate corresponds to the spot financial occupancy rate at the end of the period and is calculated using the following formula:
1– Loss of rental income through vacancies (calculated at MRV) Rental income of occupied assets + loss of rental income
This indicator is calculated solely for properties on which asset management work has been done and therefore does not include assets available under pre-leasing agreements. Occupancy rate are are calculated using annualized data.
Operating assets
Properties leased or available for rent and actively marketed.
Portfolio
The portfolio presented includes investment properties, properties under development, as well as operating properties and properties in inventory for each of the entities, stated at their fair value. For offices in France, the portfolio includes asset valuations of DS Campus, Euromed and New Vélizy, which are consolidated under the equity method.
Projects
- w Committed project: these are projects for which promotion or built contracts, work has begun and has not yet been completed at the closing date. They might pertain to VEFA (pre-construction) projects or to the repositioning of existing assets.
- w Controlled project: these are projects that might be undertaken. In other words, projects for which the decision to launch operations has not been finalized.
Recurring Net Income EPRA per share (RNI/share)
Recurring Net Income per share is calculated pursuant to the EPRA recommendations, based on the average number of shares outstanding (excluding treasury shares) over the period under consideration and adjusted for the effect of dilution.
Rental Income
- w Recorded rent corresponds to gross rental income accounted for over the year by taking into account deferment of any relief granted to tenants, in accordance with IFRS standards.
- w The like-for-like rental income posted allows comparisons to be made between rental income from one year to the next, before taking changes to the portfolio (e.g. Acquisitions, disposals, building works and development deliveries) into account. This indicator is based on assets in operation, i.e. Properties leased or available for rent and actively marketed.
- w Annualised rental income corresponds to the gross amount of guaranteed rent for the full year based on existing assets at the period end, excluding any relief.
Surface
- w SHON: Gross surface.
- w SUB: Gross used surface.
Unpaid rent (%)
Unpaid rent corresponds to the net difference between charges, reversals and unrecoverable loss of income divided by rent invoiced. These appear directly in the income statement under net cost of unrecoverable income (except in Italy for which not relating to unpaid rents were retired)
Yields/return
w The portfolio returns are calculated according to the following formula:
Gross annualised rent (not corrected for vacancy) Value excl. duties for the relevant scope (operating or development)
w The returns on asset disposals or acquisitions are calculated according to the following formula:
Gross annualised rent (not corrected for vacancy)
Acquisition or disposal value excl. duties
FONCIÈRE DES RÉGIONS
Design and production of the cover – 12659. Photo credit: O. Ouadah.
30, avenue Kléber 75016 Paris Tel: +33 (0)1 58 97 50 00 Fax: +33 (0)8 21 20 23 75
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www.foncieredesregions.fr