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Covivio Interim / Quarterly Report 2020

Aug 6, 2020

1222_ir_2020-08-06_e4fd0b4a-e874-4544-ab52-ea3577550070.pdf

Interim / Quarterly Report

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COVIVIO'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020

PAGE 61

STATUTORY AUDITORS' REPORT

PAGE 125

CERTIFICATION OF THE PREPARER

PAGE 127

2020 FIRST-HALF FINANCIAL REPORT

1

1.1. Business analysis
1.1.1. Revenues: €302 million as of June 2020 02
1.1.2. Lease expiries and occupancy rates 03
1.1.3. Breakdown of revenues 05
1.1.4. Cost to revenue ratio by business 06
1.1.5. Disposals: €400 million of new disposals
agreements in H1 2020 with 15% margin
06
1.1.6. Investments: €1.4 billion realised
in H1 2020 (€1.2 billion Group share)
07
1.1.7. Development projects: €8.6 billion
(€6.9 billion Group share)
07
1.1.8. Portfolio 12
1.1.9. List of main assets 13
1.2. Business analysis by segment 14
1.2.1. France Offices 14
1.2.2. Italy Offices 20
1.2.3. Germany Offices 26
1.2.4. Germany Residential 31
1.2.5. Hotels in Europe 37
1.3. Financial information
and comments
Consolidated accounts
1.3.1. Scope of consolidation 42
42
1.3.2. Accounting principles 42
1.3.3. Simplified income statement -
Group share
43
1.3.4. Simplified consolidated income statement
(at 100%)
48
1.3.5. Simplified consolidated balance sheet
(Group share)
49
1.3.6. Simplified consolidated balance sheet
(at 100%)
50
1.4. Financial Resources 51
1.4.1. Main debt characteristics 51
1.4.2. Debt by type 51
1.4.3. Debt maturity 52
1.4.4. Hedging profile 52
1.4.5. Average interest rate on the debt and
sensitivity
52
1.4.6. Reconciliation with consolidated accounts 53
1.5. EPRA reporting 54
1.5.1. Change in net rental income (Group share) 54
1.5.2. Investment assets – Information on leases 54
1.5.3. Investment assets - Asset values 55
1.5.4. Information on leases 56
1.5.5. EPRA Net Initial Yield 56
1.5.6. EPRA cost ratio 57
1.5.7. EPRA Earnings: €192.4 million in H1 2020 57
1.5.8. EPRA NAV and EPRA NNNAV 58
1.5.9. New EPRA NAV metrics 59
1.5.10. EPRA performance indicator reference table 60

1.6. Financial indicators of the main activities 60

1.1. BUSINESS ANALYSIS

Changes in scope

The main change is the acquisition of the German offices company Godewind, in early 2020, owned at 89.3%.

1.1.1. Revenues: €302 million as of June 2020

100% Group share
Change Change Change % of
(€M) H1 2019 H1 2020 (%) H1 2019 H1 2020 (%) (%) LfL(1) revenue
France Offices 130.3 121.0 -7.1% 115.1 105.7 -8.2% +1.0% 35%
Paris 42.6 43.7 +2.6% 40.0 40.8 +2.1% +3.1% 13%
Greater Paris (excl. Paris) 66.2 57.7 -12.8% 54.4 45.9 -15.6% -0.2% 15%
Major regional cities 14.2 12.9 -9.1% 13.4 12.1 -9.7% +4.6% 4%
Other French Regions 7.4 6.8 -7.2% 7.4 6.8 -7.2% -11.3% 2%
Italy Offices 94.5 84.2 -10.9% 72.9 64.2 -12.0% +2.0% 21%
Offices - excl. Telecom Italia 50.4 43.3 -14.1% 50.4 43.3 -14.1% +2.8% 14%
Offices - Telecom Italia 44.0 40.9 -7.1% 22.5 20.9 -7.1% +0.5% 7%
German Offices 5.1 27.3 n.a 3.3 18.4 n.a +2.8% 6%
Berlin 4.1 5.1 +24.0% 2.7 3.6 +35.6% +1.9% 1%
Other cities 1.0 22.2 n.a 0.6 14.8 n.a +6.8% 5%
German Residential 119.2 122.5 +2.8% 76.5 78.6 +2.9% +2.9% 26%
Berlin 58.6 59.5 +1.6% 37.8 38.5 +1.7% +2.3% 13%
Dresden & Leipzig 12.0 12.3 +2.8% 7.6 7.9 +3.1% +3.6% 3%
Hamburg 7.9 8.1 +2.3% 5.2 5.3 +2.3% +2.6% 2%
North Rhine-Westphalia 40.7 42.6 +4.6% 25.8 27.0 +4.6% +3.8% 9%
Hotels in Europe 148.9 73.1 -50.9% 59.1 28.5 -51.8% -50.5% 9%
Hotels - Lease Properties 117.7 69.8 -40.7% 46.1 27.1 -41.3% -41.8% 9%
France 48.2 26.7 -44.5% 16.2 8.6 -47.1% -47.3% 3%
Germany 16.8 15.9 -5.4% 7.1 6.8 -4.9% -1.8% 2%
UK 22.1 - -100.0% 9.5 - -100.0% -100.0% -
Spain 17.1 15.5 -9.6% 7.4 6.7 -9.6% -9.9% 2%
Belgium 7.3 4.8 -34.3% 3.2 2.1 -35.1% -34.5% 1%
Others 6.2 6.9 +11.1% 2.7 3.0 +10.5% -3.4% 1%
Hotels - Operating Properties (EBITDA) 31.2 3.3 -89.3% 13.0 1.4 -89.3% -78.0% 0%
TOTAL STRATEGIC ACTIVITIES 497.9 428.2 -14.0% 326.9 295.4 -9.6% -7.6% 98%
Non-strategic 15.5 10.4 -32.8% 11.9 7.0 -41.5% -3.5% 2%
Retail Italy 5.9 4.0 -32.6% 5.9 4.0 -32.6% -3.6% 1%
Retail France 6.3 6.1 -3.3% 2.7 2.6 -2.3% -3.2% 1%
Other (France Residential) 3.3 0.3 -89.6% 3.3 0.3 -89.6% n.a 0%
Total revenues 513.4 438.6 -14.6% 338.8 302.3 -10.8% -7.5% 100%

(1) LfL: Like-for-Like

Group share revenues decreased by 10.8% year-on-year (-€36.5 million) primarily under the following effects:

  • solid results on Offices and Residential activities, with like-forlike revenues increasing by +1.9% (+€4.6 million):
    • +1.0% in France Offices, thanks to indexation
    • +2.0% in Italy Offices driven by Offices in Milan excluding Telecom Italia (+3.3%)
    • +2.8% in German Offices (excluding the acquired Godewind portfolio)
    • +2.9% in German Residential, driven by North Rhine-Westphalia (+3.8%)
  • on Hotels activity, the like-for-like revenues decreased by 50.5% (-€28.7 million) due to:
    • significant decrease in variable revenues, both on variables leases (-67%) and EBITDA from management contracts (-78%)
    • hotels located in the UK leased to IHG, especially impacted by the strict lockdown in the country and the late lifting of restrictions. This should trigger a major underperformance clause (MAC clause) included in this contract. Covivio has decided not to account any rent on this portfolio as of end-June 2020
    • on other leases, agreements reached with 8 operators enabled to limit the decrease to -1.9%

  • • acquisitions (+€17.2 million) especially in German offices (+€15.0 million), with the acquisition of 10 assets through Godewind acquisition in H1 2020
  • deliveries of new assets (+€5.3 million), mainly in France with 3 projects delivered in 2019 in major French cities and in Milan with the first building of The Sign project, fully pre-let
  • asset disposals: (-€25.1 million), especially:
    • in France Offices (-€6.7 million), most come from mature assets disposals in Greater Paris in 2019
    • in Italy (-€10.1 million), mostly through the disposal of two portfolios of mature and non-core assets in 2019
  • In German Residential (-€1.2 million)
  • in Hotels (-€2.3 million) with the disposal of non-core assets in 2019 and 2020 (mostly B&B hotels)
  • non-strategic assets (-€4.8 million) mainly retail in Italy and the remainder of our residential portfolio in France
  • vacating for redevelopment (-€3.1 million), in Milan on a committed project in the CBD and in France in view of residential development
  • other effects (-€6.8 million) mainly early release compensations received in 2019.

1.1.2. Lease expiries and occupancy rates

1.1.2.1. Annualised lease expiries: 7.1 years of average lease term

By lease end date (1st break) By lease end date
(Years) – Group share 2019 H1 2020 2019 H1 2020
France Offices 4.6 4.5 5.4 5.4
Italy Offices 7.2 7.1 7.8 7.5
Germany Offices n.a 5.1 n.a 6.0
Hotels in Europe 13.7 14.7 14.9 16.3
TOTAL STRATEGIC ACTIVITIES 7.1 7.1 8.0 8.0
Non-strategic 5.2 5.7 6.7 6.7
Total 7.1 7.1 7.9 8.0

The average firm residual duration of leases is stable at 7.1 years at end-June 2020. The main changes are:

• the integration of the German office portfolio with a 5.1 firm lease duration

• offset by the agreements reached with 8 hotel operators including lease extension of 3.9 years on average (AccorInvest, B&B, NH, Barcelo, MotelOne, Meininger, Melia, HCI).

(€M) – Group share By lease end
date (1st break)
% of total By lease
end date
% of total
2020 41 6% 34 5%
2021 53 7% 41 6%
2022 63 9% 48 7%
2023 45 6% 29 4%
2024 26 4% 21 3%
2025 51 7% 49 7%
2026 15 2% 18 3%
2027 30 4% 34 5%
2028 24 3% 42 6%
2029 24 3% 42 6%
Beyond 158 22% 171 24%
Total Offices and Hotels leases 529 73% 529 73%
German Residential 160 22% 160 22%
Hotel operating properties 31 4% 31 4%
Other (Incl. French Residential) 0.3 0% 0.3 0%
TOTAL 721 100% 721 100%

Out of the €41 million of expiries remaining in 2020, representing 6% of Covivio annualised revenues:

  • 1% relate to tenants with no intent to vacate the property
  • 1.5% relate to assets to be redeveloped after the tenant departure, including the 12,200 m2 Corso Italia building in Milan CBD
  • 0.5% relate to non-core assets essentially earmarked for disposal
  • 3% to be managed in strategic location:
    • in France: in Paris inner-city and attractive business districts in the 1st ring (such as La Défense)
    • in Italy, in Milan CBD
    • in Germany: in Berlin on assets with >30% reversion potential and in Hamburg.

1 Business analysis 2020 FIRST-HALF FINANCIAL REPORT

Out of the €53 million of expiries remaining in 2021, representing 7% of Covivio annualised revenues:

  • 0.5% relate to tenants with no intent to vacate the property
  • 4% relate to other assets in strategic locations such as Paris, the Inner ring, Milan CBD or German top cities.
  • 2.5% relate to assets to be vacated by Orange for future redevelopments, essentially in Paris CBD

1.1.2.2. Occupancy rate: 96.1%

Occupancy rate
(%) – Group share 2019 H1 2020
France Offices 97.1% 95.8%
Italy Offices 98.7% 97.8%
German Offices 97.0% 79.0%
German Residential 98.6% 98.4%
Hotels in Europe 100.0% 100.0%
TOTAL STRATEGIC ACTIVITIES 98.3% 96.1%
Non-strategic 96.8% 97.8%
Total 98.3% 96.1%

The occupancy rate stands at 96.1% for strategic activities given the integration of the German offices portfolio with an occupancy of 79%.

The German offices portfolio is affected by the termination of WeWork's lease contract in Düsseldorf (21,600 m2 on Herzog-Terrassen), on which a mutual financial agreement was reached. This termination has an impact of -12 pts on the German offices occupancy rate.

Excluding the new German offices activity, the occupancy rate stands at 97.5%, -0.8 pt compared to end-2019 taking into account some releases in France offices, where reletting was delayed due to the lockdown.

1.1.2.3. Reserves for unpaid rent

H1 2019 H1 2020
(€M) – Group share In €M(1) As % of rental income In €M(1) As % of rental
income
France Offices 1.0 0.9% 0.8 0.7%
Italy Offices 1.5 1.8% 4.1 6.0%
German Residential 0.5 0.5% 1.4 1.7%
German Offices n.a n.a 0.1 0.9%
Hotels in Europe 0.0 0.0% 0.6 2.1%
TOTAL 3.0 0.9% 7.0 2.3%

(1) Net provision/reversals of provision.

The increase in unpaid rents to 2.3% is mainly driven by the ground floor retail in the office and residential buildings and the non-strategic shopping centers in Italy. Overall cash impact of the granted incentives is €10 million.

1.1.3. Breakdown of revenues

❚ By major tenants

Annualised revenues(1)
(€M) – Group share H1 2020 %
Orange 62.4 9%
Telecom Italia 41.7 6%
Accor 33.9 5%
Suez 22.6 3%
IHG 21.2 3%
B&B 13.5 2%
Tecnimont 13.5 2%
EDF/Enedis 12.7 2%
Dassault 12.7 2%
Thalès 11.4 2%
Vinci 10.4 1%
NH 8.7 1%
Natixis 7.6 1%
Creval 6.9 1%
Intesa San Paolo 6.2 1%
Fastweb 6.2 1%
Eiffage 5.9 1%
Cisco 5.2 1%
Hotels lease properties 22.6 3%
Other tenants <€5M 235.1 33%
German Residential 159.9 22%
TOTAL 720.6 100%

(1) The hotels annualised revenues are based on the 2019 revenues.

❚ By activity

Covivio can rely on a strong tenant base, with 91% of large corporates in offices, resilient revenues in German residential and partnerships with major hotel operators in Hotels.

In 2020, Covivio continued its strategy of diversifying its tenant base, even more with the integration of the newly acquired German offices portfolio that enjoys a tenant base composed of 87% of large corporations. As a result, exposure to the three largest tenants decreased to 20% against 21% at end 2019.

1.1.4. Cost to revenue ratio by business

Italy Offices German Hotels in
Europe
France Offices (incl. retail) Residential German Offices (incl. retail) Total
(€M) – Group share H1 2020 H1 2020 H1 2020 H1 2020 H1 2020 H1 2019 H1 2020
Rental Income 105.7 68.1 82.0 15.1 29.7 325.8 300.9
Unrecovered property
operating costs
-7.2 -6.8 0.1 -1.2 -0.8 -18.8 -16.2
Expenses on properties -0.9 -2.2 -5.9 -0.5 -0.1 -10.3 -9.7
Net losses on
unrecoverable
receivable
-0.8 -4.1 -1.4 -0.1 -0.6 -3.0 -7.0
NET RENTAL INCOME 96.8 55.1 74.7 13.3 28.1 293.7 268.0
Cost to revenue ratio(1) 6.1% 19.2% 8.8% 12.0% 4.3% 9.0% 10.9%

(1) Ratio restated of IFRIC 21 impact, smoothed over the year.

The cost to revenue ratio (10.9%) increased by 1.9 pts compared to H1 2019, mainly due to:

• the integration of the German offices portfolio which has a cost to revenue ratio of 12%, due to current vacancy rate at end-June

• the increase in unpaid rent coming from retail in Italy and in France.

1.1.5. Disposals: €400 million of new disposals agreements in H1 2020 with 15% margin

(€M) Disposals
(agreements
as of end of
2019 closed)
(1)
Agreements
as of end
of 2019 to
close
New
disposals
H1 2020
(2)
New
agreements
H1 2020
(3)
Total
H1 2020
= (2) + (3)
Margin
vs 2019
value
Yield Total
Realised
Disposals
= (1) + (2)
100% 1 54 83 156 239 11.0% 4.7% 84
France Offices Group share 1 54 83 156 239 11.0% 4.7% 84
100% 57 15 - 127 127 18.9% 3.6% 57
Italy Offices Group share 56 15 - 111 111 22.4% 3.5% 56
Germany Residential 100% 11 1 10 9 19 80.9% 0.9% 21
Group share 7 1 6 6 12 80.7% 0.9% 13
Hotels in Europe 100% 120 13 - 24 24 15.6% 6.5% 120
Group share 47 5 - 11 11 15.6% 6.5% 47
Non-strategic (France
Residential, Retail
in France and Italy)
100% 23 33 0 59 59 -0.3% 6.7% 24
Group share 23 33 0 26 26 -0.4% 6.6% 23
TOTAL 100% 213 116 94 375 469 13.4% 4.6% 306
Group share 134 108 90 309 400 14.6% 4.4% 224

New disposals and agreements were signed for €400 million Group share (€469 million at 100%) with 14.6% average margin on last appraisal values. Covivio notably accelerated the pace of mature office disposal agreements on which the value creation potential has been fully extracted:

  • buildings successfully developed by Covivio between 2013 and 2017
  • 90% value creation since the delivery of those assets, including 15% margin on disposal.
  • In details, the disposals agreements include:
  • mature assets: €343 million Group share (€364 million at 100%):
  • 5 offices in Greater Paris (Nanterre), major French cities (Lyon and Nancy) and Milan: €320 million Group share
  • some privatisations in German residential: €12 million Group share with 81% margin
  • mainly one hotel in Spain: €9 million Group share
  • non-core assets: €30 million Group share (€46 million at 100%) in secondary locations in France and in Italy outside Milan
  • non-strategic assets: €26 million Group share, mainly Jardiland stores in France.

1.1.6. Investments: €1.4 billion realised in H1 2020 (€1.2 billion Group share)

Acquisitions H1 2020 realised Development Capex H1 2020
(€M including duties) Acquisitions
100%
Acquisitions
Group Share
Yield Group
Share
Capex 100% Capex Group
share
France Offices - - - 100 82
Italy Offices - - - 31 31
Germany Offices 1,215 1,038 3.6% 16 16
Germany Residential 11 7 4.2% 24 16
Hotels in Europe - - - 13 6
TOTAL 1,226 1,044 3.6% 196 162

€1.4 billion (€1.2 million Group share) of investments were realised in the first half of the year 2020:

• the acquisition of a German offices portfolio for €1.0 billion Group share: 10 core office buildings through the takeover of Godewind. The portfolio is totaling 290,000 m2 located in the largest German cities: Frankfurt, Düsseldorf, Hamburg, and Munich.

89% of the share capital has been acquired through a public offer in the first semester and the remainder 11% could be acquired by the end of the year. At full occupancy, the yield reaches 4.7%

  • Germany Residential: acquisition of two residential assets in Germany (in Berlin and Dresden) worth €11 million. These assets offer an attractive potential yield of 4.2%
  • Capex in the development pipeline of €196 million (€162 million Group share), mostly related to development projects in Paris

and Milan and acquisitions of land banks in Berlin to fuel future Residential and Office developments

The target yield on this pipeline stands at 6.0%, and the target value creation above 30%.

As a reminder, at year-end 2019, Covivio signed an agreement for the acquisition of 8 hotels located in Rome, Venice, Florence, Prague, and Budapest for €248 million Group share including capex (€573 million at 100%). This 1,115 room-portfolio of high-end hotels, the majority of which hold 5-star-ratings in prime locations, include several iconic hotels such as the Palazzo Naiadi in Rome, the Carlo IV in Prague, the Plaza in Nice and the NY Palace in Budapest.

In parallel, Covivio and NH Hotel Group signed a long-term triple net lease of 15 years firm at a 4.7% yield.

Initially planned for April 2020, the operation was postponed to September 2020 under the same conditions.

1.1.7. Development projects: €8.6 billion (€6.9 billion Group share)

1.1.7.1. Deliveries: 23,000 m2 of offices delivered in the first half of 2020

In the first half of 2020, two projects have been delivered:

  • the Sign A (9,300 m2 ) is a redeveloped asset located in the Navigli business district of Milan fully let to AON for their Italian headquarters
  • the last part of Corso Ferrucci project in Turin (13,700 m2 ) was delivered in June. The asset is now fully delivered and 90% let to multiple tenants, including NTT Data who took 3,400 m2 in the first half of 2020.

1.1.7.2. Committed projects: €1.8 billion Group share pre-let at 75% for the next 12 months

In the first half of 2020, Covivio continued its investment effort on the committed development pipeline, with 41 projects in three European countries, of which 90% in Paris, Berlin and Milan. They will be completed between 2020 and 2023.

The lockdown period lasting from March to June in France, Italy and Germany had a limited impact on the pipeline: +3 months delay on average and a very marginal impact on costs (maximum 1%).

This committed pipeline is composed of:

  • €2.0 billion (€1.6 billion in Group share) of Offices in France and Italy
  • €256 million (€166 million in Group share) of residential in Germany
  • €44 million (€44 million in Group share) of residential project in France, to be transformed from offices into residential assets.

& Milan (CBD & Symbiosis)

Synthesis of Committed projects Surface(1) (m2
)
Pre-leased (%) Total Budget(2)
(€M, 100%)
Total Budget(2)
(€M, Group share)
Target Yield(3)
France Offices 256,960 m2 48% 1,642 1,255 5.9%
Italy Offices 65,100 m2 59% 338 338 6.4%
German Residential 64,800 m2 n.a 256 166 4.8%
French Residential 12,300 m2 n.a 44 44 n.a
Hotels in Europe 108 rooms 100% 8 2 6.0%
TOTAL 399,160 M2
& 108 ROOMS
51% 2,288 1,804 6.0%

(1) Surface at 100%.

(2) land and financial costs.

(3) Yield on total rents including car parks, restaurants, etc.

Business analysis 1 2020 FIRST-HALF FINANCIAL REPORT

(1) Surface at 100%.

(2) Including land and financial costs.

(3) Yields in total rents includings car parks, restaurants, etc.

1.1.7.3. Managed projects: €6 billion (€5 billion in Group share)

Following the review of its France office portfolio in 2019, Covivio strengthened its potential for future growth through a large pipeline of construction and redevelopment projects of €6 billion with target value creation >30%. The value potential on these projects will be extracted progressively in the short, medium and long term.

A large part of this pipeline is made-up of obsolete office buildings in Paris inner-city, currently let to Orange (€1.2 billion).

The next office projects are expected to be committed in 2020/2021 in central locations: "page 10"

Milan Berlin

Additionally, Covivio intends to pursue its development strategy in residential:

• around 235,000 m2 of projects in Germany to fuel future growth

"page 28"

• and 120,000 m2 of French offices identified for transformation into residential.

Business analysis 1 2020 FIRST-HALF FINANCIAL REPORT

Projects Type Location Area Project Surface(1) (m2
)
Commitment
Timeframe
Laborde Office France Paris CBD France Regeneration 6,200 m2 2021
Villeneuve d'Ascq Flers Office France Lille France Construction 22,100 m2 2021
Carnot Office France Paris CBD France Regeneration 11,200 m2 2021-2022
Anjou Office France Paris CBD France Regeneration 10,100 m2 2021-2022
Opale Office France Meudon -
Greater Paris
France Construction 37,200 m2 2021-2022
Cité Numérique - Terres
Neuves
Office France Bordeaux France Construction 9,800 m2 2021-2022
Sub-total short-term projects 96,600 m2
Provence Office France Paris France Regeneration 7,500 m2 2022-2023
Voltaire Office France Paris France Regeneration 14,000 m2 2022-2023
Keller Office France Paris France Regeneration 3,400 m2 2022-2023
Bobillot Office France Paris France Regeneration 3,700 m2 2022-2023
Raspail Office France Paris France Regeneration 7,100 m2 2022-2023
Jemmapes Office France Paris France Regeneration 11,600 m2 2022-2023
Levallois Pereire Office France Levallois -
Greater Paris
France Regeneration 10,000 m2 2022-2023
Boulogne Molitor Office France Boulogne -
Greater Paris
France Regeneration 4,400 m2 2022-2023
Rueil Lesseps Office France Rueil-Malmaison -
Greater Paris
France Regeneration
- Extension
41,700 m2 2022-2023
Campus New Vélizy extension
(50% share)
Office France Vélizy -
Greater Paris
France Construction 14,000 m2 2022-2023
Sub-total mid-term projects 117,400 m2
Cap 18 Office France Paris France Construction 90,000 m2 >2024
St Denis Pleyel Office France Saint Denis -
Greater Paris
France Regeneration 14,400 m2 >2024
Saint Ouen Victor Hugo Office France Saint Ouen -
Greater Paris
France Regeneration 36,600 m2 >2024
Dassault Campus extension 3
(50% share)
Office France Vélizy -
Greater Paris
France Construction 29,000 m2 >2024
Silex 3 Office France Lyon France Construction 5,900 m2 >2024
Lyon Ibis Part-Dieu - Bureaux
(43% share)
Office France Lyon France Regeneration 50,000 m2 >2024
Montpellier Pompignane Office France Montpellier France Construction 72,300 m2 >2024
Toulouse Marquette Office France Toulouse France Regeneration 7,500 m2 >2024
Sub-total long-term projects 305,700 m2
Total France Offices 519,700 m2
Corso Italia Office Italy Milan Italy Regeneration 12,200 m2 2020
The Sign D Office Italy Milan Italy Construction 11,500 m2 2021
Symbiosis - other buildings Office Italy Milan Italy Construction 77,500 m2 2021 & beyond
Total Italy Offices
Alexanderplatz - 1st tower
Mixed-use Berlin Germany Construction 101,200 m2
60,000 m2
2020
Alexanderplatz - 2nd tower Mixed-use Berlin Germany Construction 70,000 m2 >2024
Additonal constructibilty France, UK,
(Hotels portfolio) Mixed-use Germany Europe Construction 50,000 m2 >2024
Mixed-Use 180,000 m2
Reno Office
Germany
Berlin Germany Regeneration 13,100 m2 2020
Beagle Office
Germany
Office
Berlin Germany Construction 7,700 m2 2020-2021
Sunsquare Germany Munich Germany Construction 18,000 m2 2021
German Offices Berlin Construction 38,800 m2 2020-2021
German Residential Residential Berlin Germany Extensions &
Constructions
235,000 m2 2021 & beyond
French Residential Residential Greater Paris France Construction 120,000 m2 2022 & Beyond
TOTAL 1,194,700 M2

1.1.8. Portfolio

1.1.8.1. Portfolio value: +1.0% like-for-like growth

(€M) – Excluding Duties Value 2019
Group Share
Value
H1 2020
100%
Value
H1 2020
Group share
LfL1
6 months
change
Yield(2)
2019
Yield(2)
H1 2020
% of portfolio
France Offices 5,759 7,120 5,857 +1.4% 5.1% 5.0% 35%
Italy Offices 2,976 3,643 2,953 -0.3% 5.4% 5.3% 17%
German Offices 251 1,670 1,381 +2.6% n.a 3.5% 8%
Residential Germany 3,962 6,414 4,123 +4.2% 4.0% 3.9% 24%
Hotels in Europe 2,513 6,218 2,392 -3.1% 5.2% 5.3% 14%
TOTAL STRATEGIC ACTIVITIES 15,477 25,065 16,706 +1.1% 4.9% 4.7% 99%
Non-strategic 211 270 179 -5.4% 9.1% 10.9% 1%
Total 15,688 25,335 16,885 +1.0% 4.9% 4.7% 100%

(1) LfL: Like-for-Like.

(2) Yield excluding development projects.

The portfolio grew by €1.2 billion to €16.9 billion Group share (€25.3 billion in 100%) mostly with the acquisition of the German offices portfolio. At constant scope, Covivio proved its solidity with a +1.0% increase despite the difficult environment explained by:

  • +4.2% like-for-like growth on German residential. All German cities where Covivio's residential portfolio is located showed life-for-like growth: in Berlin (+2.2%) despite the challenging regulatory environment, in North Rhine-Westphalia, the second largest exposure (+7.0%), Dresden & Leipzig (+6.8%) and Hamburg (+5.8%)
  • +6% driven by the development pipeline, showing again the attractiveness of the locations chosen by Covivio for its projects
  • -3.1% on Hotels, holding up reasonably well thanks to the rental agreements that have secured with 8 operators and despite uncertainty on future cash-flows.

1.1.8.2. Geographical breakdown of the portfolio at half-year 2020

❚ 91% in major European cities

1.1.9. List of main assets

The value of the ten main assets represents almost 15% of the portfolio Group share stable vs end 2019.

Top 10 Assets Location Tenants Surface (m2
)
Covivio share
CB 21 Tower La Défense (Greater Paris) Suez, Verizon, BRS 68,400 75%
Garibaldi Towers Milan Maire Tecnimont, LinkedIn, etc. 44,700 100%
Herzogterrassen Düsseldorf NRW Bank, Deutsche Bank, Mitsui 55,700 89%
Dassault Campus Vélizy (Greater Paris) Dassault Systèmes 97,000 50%
Carré Suffren Paris 15th AON, Institut Français, OCDE 25,200 60%
Frankfurt Airport
Center (FAC)
Frankfurt Lufthansa, Fraport, Operational Services 48,100 89%
Art&Co Paris 12th Wellio, Adova, Bentley, AFD 13,500 100%
Zeughaus Hamburg GMG Generalmietgesellschaft 43,500 89%
IRO Châtillon Siemens 25,100 100%
Jean Goujon Paris 8th Covivio 8,500 100%

1.2. BUSINESS ANALYSIS BY SEGMENT

The France Offices indicators are presented at 100% and in Group share (GS).

1.2.1. France Offices

1.2.1.1. Impact of the lockdown on the office market

Covivio's France Offices portfolio of €7.1 billion (€5.9 billion Group share) is located in strategic locations in Paris, in the major business districts of the Greater Paris area and the centers of major regional cities.

  • Take-up in Paris region stood at 667,500 m2 in decline of 39% vs H1 2019. New and refurbished assets proved to be more resilient, in decline of only 18% (229,000 m2 ).
  • Vacancy rate increased to 5.1% (vs. 4.9% at end-2019) and remains historically low in all areas.
    • Available new or refurbished space remains scarce and accounts for less than 30% of the immediate supply in every area.
  • Future available supply at end-March 2020 is up by 9% vs end-September 2019 with 2.4 million m2 stock under construction, of which 38% is pre-let:
    • excluding La Défense, the pre-let ratio remains however stable at 45%
    • in Covivio's markets, the future available supply tends to decrease: -38% in Levallois, -7% in Paris North 17th/Clichy/ Saint-Ouen, and -15% in Montrouge/Malakoff/Châtillon.
  • Average headline rents on new or restructured space rose by 3% on average year-on-year in Greater Paris and secondhand space saw a stronger increase (+8%). Prime rents increased by 5% year-on-year in Paris reaching a record of €870 m2 /year, and 4% in La Défense (€540/m2 ).
  • In H1 2020, investments in Greater Paris offices declined (-32% year-on-year) and totalled €6.0 billion, slightly below the 10-year average. There is still a significant gap between prime yields (decreasing to 2.75% in the CBD of Paris, 3.5% in Lyon) and the OAT 10-year (close to 0.01% in Q2 2020).

In the 2020 first half-year, the France Offices activity was characterised by:

  • Resilient rental income growth of 1.0% on a like-for-like basis thanks to indexation.
  • Acceleration of mature asset disposals with €239 million secured, essentially in Greater Paris and major regional cities:
    • assets developed or redeveloped by Covivio between 2013 and 2019, offering strong value creation and confirming the success of Covivio's development strategy
    • disposal margin of 11% illustrating the quality of Covivio's portfolio.
  • +1.4% like-for-like value growth over 6 months, thanks mainly to value creation on our development projects.
  • Partially owned assets are the following:
  • CB 21 Tower (75% owned) in La Défense
  • Carré Suffren (60% owned) in Paris
  • The Eiffage and Dassault campuses in Vélizy (50.1% owned and fully consolidated)
  • The Silex 1 and 2 assets in Lyon (50.1% owned and fully consolidated)
  • So Pop project in Paris 17th (50% owned and fully consolidated)
  • N2 Batignolles project in Paris 17th (50% owned and fully consolidated)
  • The New Vélizy campus for Thales (50.1% owned and accounted for following the equity method)
  • Euromed Centre in Marseille (50% owned and accounted for under the equity method)
  • Bordeaux Armagnac (34.7% owned and accounted for under the equity method)
  • Cœur d'Orly in Greater Paris (50% owned and accounted for under the equity method).

Sources: CBRE, JLL, Deloitte, Immostat.

1.2.1.2. Accounted rental income: +1.0% at a like-for-like scope

(€M) Rental income
H1 2019
100%
Rental income
H1 2019
Group share
Rental income
H1 2020
100%
Rental
income
H1 2020
Group share
Change (%)
Group share
Change (%)
LfL(1) Group
share
% of rental
income
Paris Centre West 17.0 17.0 17.3 17.3 1.9% 2.1% 16%
Paris South 15.5 12.9 16.0 13.2 1.8% 4.6% 12%
Paris North-East 10.1 10.1 10.4 10.4 3.0% 3.0% 10%
Total Paris 42.6 40.0 43.7 40.8 2.1% 3.1% 39%
Western Crescent
and La Défense
35.6 31.8 32.4 28.7 -9.7% -1.5% 27%
Inner ring 28.0 20.0 23.5 15.4 -22.8% 1.8% 15%
Outer ring 2.6 2.6 1.7 1.7 -32.4% 1.2% 2%
Total Paris Region 108.7 94.3 101.3 86.7 -8.1% 1.3% 82%
Major regional cities 14.2 13.4 12.9 12.1 -9.7% 4.6% 11%
Other French Regions 7.4 7.4 6.8 6.8 -7.2% -11.3% 6%
TOTAL 130.3 115.1 121.0 105.7 -8.2% 1.0% 100%

(1) LfL: Like-for-Like.

Overall, rental income decreased by 8.2% to €106 million Group share (-€9.4 million) as a result of:

  • +€1.2 million from improved rental performance with +1.0% growth on a like-for-like basis, mostly driven by the indexation effect
  • +€2.1 million from deliveries in major regional cities (Toulouse, Bordeaux, Lille)
  • -€2.1 million from releases of assets, essentially for residential redevelopment in the second half of 2020, especially in the second ring of Paris
  • -€6.7 million from disposals, mostly of mature assets in the Inner ring and in French regions (mainly Green Corner in Saint-Denis, Respiro in Nanterre and Quatuor in Lille region)
  • -€2.5 million due to a one-shot indemnity received in H1 2019
  • -€1.4 million related to other effects.

1.2.1.3. Annualised rents: €238 million Group share

(€M) Surface (m2
)
Number
of assets
Annualised
rents
2019 Group
share
Annualised
rents
H1 2020
100%
Annualised
rents
H1 2020
Group share
Change (%) % of rental
income
Paris Centre West 123,830 12 35.2 35.5 35.5 0.7% 15%
Paris South 71,761 8 27.3 32.2 26.6 -2.5% 11%
Paris North-East 110,594 6 20.9 20.7 20.7 -0.9% 9%
Total Paris 306,185 26 83.4 88.4 82.8 -0.7% 35%
Western Crescent
and La Défense
213,335 17 68.1 70.5 62.4 -8.4% 26%
Inner ring 467,743 21 43.0 70.4 42.9 0.0% 18%
Outer ring 50,020 21 5.2 3.0 3.0 -41.3% 1%
Total Paris Region 1,037,283 85 199.7 232.3 191.2 -4.2% 80%
Major regional cities 401,598 48 36.4 46.9 36.5 0.3% 15%
Other French Regions 188,259 61 12.9 10.6 10.6 -18.0% 4%
TOTAL 1,627,140 194 249.0 289.8 238.3 -4.3% 100%

The weight of strategic locations is unchanged compared to 2019.

1.2.1.4. Indexation

The indexation effect is +€1.1 million (Group share) over six months. For current leases:

  • 88% of rental income is indexed to the ILAT (Service Sector rental index)
  • 10% to the ICC (French construction cost index)
  • The balance is indexed to the ILC or the IRL (rental reference index).

1.2.1.5. Rental activity: more than 46,000 m2 renewed or let during the first half of 2020

Surface (m2
)
Annualised
rents
H1 2020
(€M, Group
share)
Annualised
rents
H1 2020
(€/m2
,100%)
Vacating 19,896 4.1 246
Letting 5,901 1.5 336
Pre-letting - - -
Renewals 40,341 10.4 222

Despite the lockdown, Covivio pursued its letting and renewal strategy:

• 40,340 m2 have been renegotiated or renewed in the first semester 2020, including 18,200 m2 of renegotiations to help some tenants to get though the crisis

They have been realised in line with previous IFRS rents and with +2.6 years lease extension on average

  • 5,900 m2 have been let during the first half of 2020, mostly in Bordeaux and Paris
  • 19,900 m2 were vacated, mostly in Paris 18th (7,640 m2 ) and La Défense (6,730 m2 ).

Significant movements include:

  • IBM renewals on two assets for 16,000 m2 in Montpellier, with a new lease in line with previous IFRS rent
  • a new lease was signed on Cité du Numérique in Bordeaux with an insurance company (2,000 m2 , 6 years) achieving

1.2.1.6. Lease expiries and occupancy rate

1.2.1.6.1. Lease expiries: firm residual lease term of 4.5 years

prime headline rent (€160/m2 ). Occupancy rate now reaches 81% on this asset

  • Carré Suffren's activity illustrates the success of the renovation plan enhancing the services offer:
    • 2 new leases were signed for 9 years with strong tenants (Equinix and Naval Energies), achieving +8% increase vs previous rent on this building. With these 2 leases, in addition to 2 others signed in 2019, the surface vacated by Aon at end-2019 have been fully relet
    • In parallel, 2 international institutions (Institut Français and OECD) renewed their lease for respectively 2 and 3 years
  • CB21 in La Défense, where occupancy rate remains high at 95% despite some departures:
    • 3 tenants left for a total of 6,700 m2
    • These surfaces have been partially relet at end-June (~40%), with a new lease signed this semester coming in addition to 2 others signed in 2019, that took effect in 2020.
By lease
end date
By lease
(€M) (1st break) % of total end date % of total
2020 19 8% 17 7%
2021 34 14% 30 13%
2022 41 17% 29 12%
2023 28 12% 16 7%
2024 10 4% 7 3%
2025 40 17% 37 15%
2026 8 3% 8 3%
2027 16 7% 21 9%
2028 8 3% 24 10%
2029 5 2% 19 8%
Beyond 30 13% 32 13%
TOTAL 238 100% 238 100%

The firm residual duration of leases is stable vs year-end-2019.

Out of the €19 million of expiries remaining in 2020, representing 8% of France Office rents (and 2.7% of Covivio annualised revenues):

  • 2% relate to tenants with no intent to vacate the property
  • 1.5% relate to assets with planned redevelopment, including Flers asset in Lille to be released by Orange and redeveloped into a high-quality building
  • 0.5% relate to non-core assets with planned disposal

1.2.1.6.2. Occupancy rate: a high level of 95.8%

• 4% to be managed, essentially linked to assets in Paris and La Défense.

Out of the €34 million of expiries in 2021, representing 14% of French Office rents (and 4.8% of Covivio's revenues):

  • 10% are related to Orange, including 3 assets in Paris with refurbishment or redevelopment to be launched in 2021
  • 4% relates to core assets essentially in Paris and La Défense.
(%)
2019
H1 2020
Paris Centre West
99.5%
99.5%
Southern Paris
100.0%
98.8%
North Eastern Paris
96.6%
95.3%
Total Paris
98.9%
98.2%
Western Crescent and La Défense
96.6%
93.5%
Inner ring
98.2%
98.4%
Outer ring
91.6%
86.5%
Total Paris Region
97.8%
96.4%
Major regional cities
96.2%
96.4%
Other French Regions
89.2%
84.6%
TOTAL
97.1%
95.8%

The occupancy rate remains high at 95.8% despite the lockdown's challenging letting market. It has remained above 95% since 2010, reflecting the Group's very good rental risk profile over the long term.

The slight decline (-1.3 pts) is due to some releases in Paris and La Défense, where surfaces have been partially relet despite the slowdown in the letting market, and to non-core assets in secondary locations.

1.2.1.7. Reserves for unpaid rent

(€M)
H1 2019
H1 2020
As% of rental income
0.9%
0.7%
In value(1)
1.0
0.8

(1) Net provision/reversals of provision.

The level of unpaid rent remains limited despite the Covid context, thanks to Covivio's strong exposure to large corporates. The level is below H1 2019, due a tenant bankruptcy last year on an asset in Boulogne.

1.2.1.8. Disposals and disposal agreements: €239 million secured in the first half of 2020

1 Business analysis by segment 2020 FIRST-HALF FINANCIAL REPORT

Covivio has secured, in the first half of 2020, €239 million of disposals and disposal agreements at an overall +11% margin (vs end-2019 appraisal):

  • €230 million of secured disposals related to mature assets developed or redeveloped by Covivio between 2013 and 2017:
    • an 11,170 m2 office building in Nanterre (Greater Paris), delivered in 2015 at a 7% yield-on-cost, and sold at a 4.8% yield (in line with appraisal value)
  • three assets in major regional cities, let to Covivio's longstanding partners and benefiting from long lease length. The group achieved a +18% margin vs end-2019 value
  • €9 million of non-core assets in the first ring and French regions of which €4 million realised and €5 million under agreement.

1.2.1.9. Development pipeline: €4.9 billion of projects (€4.3 billion Group share)

Development projects are one of the growth drivers for profitability and quality improvement in the portfolio, both in terms of location and the high standards of delivered assets.

1.2.1.9.1. Deliveries

No deliveries were made in the first half of 2020.

1.2.1.9.2. Committed pipeline: €1.6 billion of projects (€1.3 billion Group share)

Currently 14 projects are under way, of which 80% are located in Paris or Greater Paris, representing 256,960 m2 of offices.

As a reminder the pre-let on the 11 offices projects in France and Italy to be delivered in the next 12-months is around 75%. It includes 7 assets in France offices:

  • 2 projects in the business district of Montrouge/Malakoff/Châtillon: Flow, the future headquarters of Edvance, subsidiary of EDF, fully pre-let, and IRO, 25,600 m2 of offices pre-let at 20% to Siemens
  • 1 project in Paris: Gobelins, 4,360 m2 of offices dedicated to flex-workspace with Wellio
  • 2 other projects in Greater Paris: Meudon Ducasse a 5,100 m2 asset fully pre-let and Coeur d'Orly Belaia (owned at 50%) and pre-let at 48% to ADP
  • 2 projects in Montpellier Pompignane business district: a 16,500 m2 turnkey project for Orange and a service building as part of the future business hub in the area.

Deliveries beyond the next 12 months concern essentially projects for 2022 and 2023. The largest projects include:

  • Paris So Pop 31,300 m2 : The project is located in a fastdeveloping business district north of Paris 17th (location of the new Paris Courthouse, new stations of metro line 14)
  • Levallois Alis 19,800 m2 : full redevelopment project of offices into a prime asset in the well-established business district of Levallois, right next to the metro line 3
  • DS Campus extension 27,500 m2 : the second extension project of the Dassault Systems campus in Vélizy to be delivered in 2023.

Detail figures for each project are available on the summary table of the pipeline, page 21 of this document.

1.2.1.10. Portfolio values

1.2.1.10.1. Change in portfolio values: +€98 million in Group Share in first half of 2020

Change in Change Value
(€M) – Including Duties Group share Value 2019 Acquis. Invest. Disp. value Franchise Transfer in scope H1 2020
Assets in operation 4,781 - 9 -82 3 1 -2 - 4,710
Assets under development 978 - 93 -3 77 - 2 - 1,147
TOTAL 5,759 - 101 -84 80 1 - - 5,857

The portfolio value has grown by €98 million since year-end-2019:

• +80 million from like-for-like value growth

• +€101 million invested in development projects (+€93 million) and in upgrading work on assets in operations (+€9 million)

• -€84 million from disposals that allowed Covivio to crystallise the value of mature assets and to finance investments in the development pipeline.

1.2.1.10.2. Like-for-like portfolio evolution: +1.4%

Value 2019 Value 2019 Value
H1 2020
Value
H1 2020
LfL (%)
change(1)
Yield(2)
(€M) Excluding Duties 100% Group share 100% Group share 6 months Yield(2) 2019 H1 2020 % of total
Paris Centre West 1,312 1,197 1,388 1,249 3.2% 3.8% 3.7% 21%
Paris South 834 690 851 704 1.1% 4.2% 4.1% 12%
Paris North-East 412 412 412 412 0.1% 5.1% 5.0% 7%
Total Paris 2,558 2,298 2,651 2,366 2.0% 4.2% 4.1% 40%
Western Crescent
and La Défense 1,590 1,429 1,502 1,345 -0.7% 5.3% 5.2% 23%
Inner ring 1,599 1,100 1,695 1,184 3.1% 5.7% 5.7% 20%
Outer ring 54 54 53 53 -1.1% 9.6% 5.7% 1%
Total Paris Region 5,801 4,881 5,902 4,948 1.5% 4.9% 4.8% 84%
Major regional cities 1,044 741 1,086 777 1.0% 5.8% 5.7% 13%
Other French Regions 137 137 132 132 0.2% 9.4% 8.0% 2%
TOTAL 6,982 5,759 7,120 5,857 1.4% 5.1% 5.0% 100%

(1) LfL: Like-for-Like.

(2) Yield excluding assets under development.

Values increased by 1.4% during the semester on a like-for-like basis, further illustrating Covivio's secured profile in France Offices made up of:

• a dynamic development portfolio with significant value increase (+8.3%) explained by its strong and attractive locations. These locations resulted in strong catch-up in terms of capital value, confirming the potential of some of the most promising Greater Paris locations (Levallois, Châtillon, Montrouge, Paris 17th/Saint-Ouen)

1.2.1.11. Strategic segmentation of the portfolio

  • The core portfolio is the strategic segment of key assets, consisting of resilient properties providing long-term income. Mature assets may be disposed of on an opportunistic basis in managed proportions. This frees up resources that can be reinvested in value-creating transactions, such as development projects or making new investments.
  • The portfolio of assets "under development" consists of assets subject to a development project. Such assets will become core assets once delivered. They concern:
    • "committed" projects (appraised)
    • land banks that may be undergoing appraisal
    • "managed" projects vacated for short/medium term development (undergoing internal valuation).
  • a resilient core portfolio with stable asset values (+0.4%) in tough economic times, thanks to the good asset profile (~5 years WALL and high occupancy) but also the secured disposal agreements of 3 prime assets.
  • Non-core assets form a portfolio segment with a higher average yield than the overall office portfolio, but with smaller, liquid assets in local markets, allowing their possible progressive sale.

Core Portfolio Development
portfolio
Non-core
portfolio
Total
Number of assets 76 46 72 194
Value Excluding Duties Group share (€M) 4,569 1,147 141 5,857
Annualised rental income 224 4 11 238
Yield(1) 4.9% - 7.7% 5.0%
Residual firm duration of leases (years) 4.6 0.6 2.1 4.5
Occupancy rate 96.6% n.a 81.0% 95.8%

(1) Yield excluding development.

  • Core assets represent 78% of the portfolio (Group share) at June 2020.
  • The development portfolio value has increased sharply since H1 2019 and now represents 20% of the total portfolio, including 2% of residential development.

1.2.2. Italy Offices

1.2.2.1. Milan office market demonstrates strong resilience

Covivio's Italy strategy is focused on Milan, where the Group's acquisitions and developments are concentrated. At end-June 2020, the Group owned offices worth €3.6 billion (€3.0 billion Group share).

The Milan office leasing and investment market proved to be resilient in the first half of 2020:

• Milan office take-up stood at 160,000 m2 at end-June 2020, -30% year-on-year but on par with the 10-year average

❚ Milan prime rents and vacancy rates by submarkets

• Non-core assets now represent 2% of the portfolio, due to the disposals in French regions and the outer suburbs.

  • the vacancy rate in Milan inner-city and semi-centre remained stable at 4.2%, but decreased on Grade A assets to 1.7% (-20 bps since end-2019)
  • prime rents remain stable at €600/m2 in the CBD
  • total investment volumes in Milan reached ~ €1.3 billion, up by 6.7% vs H1 2019 (€1.2 billion). Prime yields in Milan remain stable at 3.3% and investors have been focusing on core assets.

Covivio's activities in the first 6 months of 2020 were marked by:

  • good rental growth on a like-for-like basis (+2.0%)
  • sustained disposal activity, in line with Covivio's strategy to focus on Milan and crystallise the value creation realised on

mature assets, with €111 million of disposals agreements mainly in Milan with a 22% margin

• the delivery of the first building of the Sign project, a 9,300 m2 redevelopment project in Milan that was fully pre-let in 2019 to Covivio's long-term partner Aon.

1.2.2.2. Accounted rental income: +2.0% like-for-like growth

(€M) Rental income
H1 2019 100%
Rental
income
H1 2019
Group share
Rental
income
H1 2020
100%
Rental income
H1 2020
Group share
Change (%) Change
(%) LfL(1)
% of total
Offices - excl. Telecom Italia 49.1 49.1 43.3 43.3 -11.8% 2.8% 51%
of which Milan 41.9 41.9 34.6 34.6 -17.3% 3.3% 41%
Offices - Telecom Italia 44.0 22.5 40.9 20.9 -7.1% 0.5% 49%
Development portfolio 1.3 1.3 n.a n.a n.a n.a n.a
TOTAL 94.5 72.9 84.2 64.2 -12.0% 2.0% 100%

(1) LfL: Like-for-Like.

The portfolio performed well from a rental perspective, with +2.0% LfL rental growth. Overall, rental income decreased by €8.7 million compared to the first half of 2019 due to:

• the disposal of non-core assets mainly in 2019 (-€10.1 million)

• the like-for-like rental growth of +2.0% (+€1.2 million) thanks to the performance of Milan offices (+3.3%)

  • acquisitions realised in 2019 (+€0.2 million) and deliveries (+€2.1 million including The Sign Building A, Milan)
  • vacating for development (-€1.2 million), mainly on Via Unione in Milan CBD
  • early termination of a retail lease on Via Dante, one the most sought-after areas in Milan (-€1.0 million).

1.2.2.3. Annualised rental income: €137.0 million Group share

(€M) Surface (m2
)
Number of
assets
Annualised
rents 2019
Group share
Annualised
rents
H1 2020
100%
Annualised
rents
H1 2020
Group share
Change (%) % of total
Offices - excl. Telecom Italia 374,198 57 91.6 95.3 95.3 4.0% 70%
Offices - Telecom Italia 902,609 126 45.1 81.8 41.7 -7.4% 30%
Development portfolio 158,305 10 2.9 n.a n.a n.a n.a
TOTAL 1,435,113 193 139.6 177.1 137.0 -1.8% 100%
(€M) Surface (m2
)
Number of
assets
Annualised
rents 2019
Group share
Annualised
rents
H1 2020
100%
Annualised
rents H1
2020 Group
share
Change (%) % of total
Milan 514,585 53 83.2 91.8 84.7 1.8% 62%
Rome 68,058 12 4.7 8.7 4.7 0.0% 3%
Turin 100,778 9 6.3 8.9 7.1 12.6% 5%
North of Italy (other cities) 443,305 69 29.9 41.5 26.3 -11.8% 19%
Others 308,386 50 15.5 26.3 14.2 -8.4% 10%
TOTAL 1,435,113 193 139.6 177.1 137.0 -1.8% 100%

Annualised rental income decreased by 1.8% mainly due to the disposal of non-core assets outside Milan.

1.2.2.4. Indexation

The annual indexation of rental income is usually calculated by applying the increase in the Consumer Price Index (CPI) on each anniversary of the signing of the agreement.

During the first half of 2020, the average monthly change in the CPI has been +0%.

1.2.2.5. Rental activity

Annualised
rents
H1 2020 Group
Annualised
rents
H1 2020
(€M) Surface (m2
)
share (100%, €/m2
)
Vacating 2,248 2.0 897
Lettings on operating portfolio 915 0.6 644
Lettings on development portfolio 6,420 1.0 152
Renewals 20,571 7.1 346

In the first half of 2020, around 8,000 m2 of new leases have been signed:

  • 6,420 m2 have been let on Corso Ferrucci in Turin
  • 1,500 m2 were let or renewed in Milan.

2,250 m2 were vacated during the first half of 2020 in central locations of Milan:

  • around 930 m2 relate to the departure of a tenant in Milan, Via Dante, one of Milan's most sought-after retail streets
  • 1,290 m2 relate to the departure of tenants in assets in Milan, including Via Dell Unione (already re-let).

1.2.2.6. Lease expiries and occupancy rates

1.2.2.6.1. Lease expiries: 7.1 years of average firm lease term

By lease end By lease
(€M) – Group share date (1st break) % of total end date % of total
2020 13 9% 10 7%
2021 10 8% 5 4%
2022 13 10% 15 11%
2023 6 4% 6 4%
2024 5 4% 7 5%
2025 4 3% 4 3%
2026 4 3% 8 6%
2027 9 6% 9 7%
2028 16 12% 15 11%
2029 4 3% 4 3%
Beyond 52 38% 55 40%
TOTAL 137 100% 137 100%

The firm residual lease term remains stable and high at 7.1 years.

In 2020, the €12.8 million of lease expiries (9% of Italy office rents/1.8% of Covivio annualised revenues) include:

  • 5% are on assets to be redeveloped mainly in Milan CBD (Corso Italia)
  • 2% are mainly related to break options that the tenant will not exercise

• 2% are to be managed and related to core assets in Milan. In 2021, the €10.4 million of lease expiries (8% of Italy Office rents/1.4% of Covivio revenues) include:

• 6% are related to core assets in Milan CBD

• 2% are related to non-core assets.

In addition, 10 leases were renegotiated 20,000 m2 in the context of the Covid pandemic. Rent free periods were granted for the duration of the lockdown in exchange of lease extensions (up to 3 years). Thanks to these lease extensions, the renegotiations had a slightly positive impact on IFRS rent (+0.2%).

1.2.2.6.2. Occupancy rate: a high-level of 98%

(%) 2019 H1 2020
Offices - excl. Telecom Italia 98.1% 96.8%
Offices - Telecom Italia 100.0% 100.0%
TOTAL 98.7% 97.8%

The occupancy rate of offices excluding Telecom Italia assets has decreased and stands at 96.8% (-1.3 pts compared to year-end-2019) mainly because of the release of retail tenant in Milan, Via Dante, which benefits from a location in one of Milan's most sought-after retail streets.

1.2.2.7. Reserves for unpaid rent

(€M)
H1 2019
H1 2020
As% of rental income GS
1.8%
3.8%
In value(1)
1.5
2.6

(1) Net provision/reversals of provision.

Most of the provisions relate to high street retail tenants facing a challenging business environment due to the pandemic. Deferred payments or rent free has been agreed with 50% of tenants (usually in exchange of lease extensions) and negotiations are ongoing with the rest of them.

1.2.2.8. Disposal agreements: €111 million secured during H1 2020

(€M) – 100% Disposals
(agreements
as of end of
2019 closed)
(1)
Agreements
as of end of
2019 to close
New
disposals
H1 2020
(2)
New
agreements
H1 2020
(3)
Total
H1 2020
= (2) + (3)
Margin vs
2019 value
Yield Total Realised
Disposals
= (1) + (2)
Milan 39 - - 94 94 27% 3.3% 39
Rome - - - - - - - -
Other 19 15 - 33 33 0% 4.5% 19
TOTAL 100% 57 15 - 127 127 19% 3.6% 57
TOTAL GROUP SHARE 56 15 - 111 111 22% 3.5% 56

In H1 2020, Covivio secured €111 million Group share of new disposal agreements. The disposals of non-core assets outside Milan are in line with Covivio's strategy to focus on the city. Covivio is also taking the most out of the asset rotation potential offered by Milan dynamism with the disposal of mature assets:

  • the +27% margin (based on end-2019 appraisal) illustrates Milan dynamic market and investors' appetite for core assets in prime locations.
  • it demonstrates Covivio's deep knowledge in redevelopment but also its ability to attract strong tenants and build a unique core portfolio

1.2.2.9. Development pipeline: €0.8 billion of projects (€0.8 billion Group share)

Covivio has around €0.8 billion of pipeline in Italy, focused on Milan, facing high demand for new or restructured spaces. The Group has boosted its development capacity since 2015, with seven committed projects as of end June 2020, which will drive the Group's growth in the coming years.

1.2.2.9.1. Delivered projects

In the first half of 2020, two projects have been delivered:

  • The Sign building A in Milan (9,300 m2 ): the first building of the redevelopment project on Via Schievano area in Milan, fully let to Aon for their Italian headquarters.
  • The last part of Corso Ferrucci project in Turin (13,700 m2 ) was delivered in June. The asset is now fully delivered and 90% let to multiple tenants, including NTT Data which leased 3,400 m2 in the first half 2020.

1.2.2.9.2. Committed projects: €338 million

For detailed figures on the committed projects, see page 9 of this document.

65,100 m2 are under construction in Milan, with 7 projects in the CBD of Milan and the Symbiosis and Schievano area. Thanks to the quality of the locations and of the buildings, the pre-let ratio is close to 100% on the projects to be delivered in the next 12-monts, and at 59% overall.

The projects include:

: third building of the

• Symbiosis School – 7,900 m2 : a NACE Schools building, one of the six largest groups of private international schools in the world

Schievano, on the South West fringes of the centre of Milan in the Navigli business district, fully pre-let to NTT Data for their Italian headquarters

: redevelopment project on Via

• The Sign B&C – 16,900 m2

  • Via Dante 4,700 m2 : renovation of a trophy building near the Piazza Duomo to host the first Wellio flex-workspace site in Milan
  • Reinventing Cities 10,000 m2 : winner of the Reinventing Cities competition with the Project "VITAE", a prestigious international tender for urban and environmental regeneration.

1.2.2.10. Portfolio values

1.2.2.10.1. Change in portfolio values

Change Value
(€M) – Group share Excluding Duties Value 2019 Invest. Disposals in value Transfer 30/06/2020
Offices - excl. Telecom Italia 1,823 5 -53 -7 130 1,898
Offices - Telecom Italia 721 - -2 -2 - 718
Development portfolio 432 35 - -0 -130 337
TOTAL STRATEGIC ACTIVITIES 2,976 41 -54 -9 0 2,953

The portfolio value is stable at €3.0 billion (Group share) at end-June 2020. The disposals and slight decrease in like-for-like value are partially offset by the €41 million investments, mainly in the development pipeline.

1.2.2.10.2. Portfolio in Milan: close to 90% of the portfolio excluding Telecom Italia

(€M) – Excluding Duties Value 2019
Group share
Value
H1 2020
100%
Value
H1 2020
Group share
LfL(1)
change
Yield(2)
2019
Yield(2)
H1 2020
% of total
Offices - excl. Telecom Italia 1,823 1,898 1,898 -0.4% 5.0% 5.1% 64%
Offices - Telecom Italia 721 1,407 718 -0.3% 6.2% 5.8% 24%
Development portfolio 432 337 337 0.0% n.a n.a 11%
TOTAL 2,976 3,643 2,953 -0.3% 5.4% 5.3% 100%

(1) LfL: Like-for-Like.

(2) Yield excluding development projects.

(€M) – Excluding Duties Value 2019
Group share
Value
H1 2020
100%
Value
H1 2020
Group share
LfL(1)
change
Yield(2)
2019
Yield(2)
H1 2020
% of total
Milan 2,140 2,302 2,151 0.5% 4.6% 4.7% 72.8%
Turin 125 151 125 -1.8% 8.5% 6.3% 4.2%
Rome 96 179 95 -0.1% 4.9% 4.9% 3.2%
North of Italy 410 619 378 -4.1% 7.4% 7.1% 12.8%
Others 205 391 204 -0.4% 7.3% 6.7% 6.9%
TOTAL 2,976 3,643 2,953 -0.3% 5.4% 5.3% 100%

(1) LfL: Like-for-Like.

(2) Yield excluding development projects.

Milan Offices represent close to 90% of the portfolio excl. Telecom Italia assets, stable compared to end-2019. The important share of Milan is in line with Covivio strategy to focus on the city.

  • While total Milan values grew only slightly (+0.5%), fundamentals remain healthy:
    • the non-Telecom Italia Milan offices proved again their dynamism and confirmed their strong resilience (+1.1% likefor-like increase)
  • Milan values were slightly affected by the high street retail performance (-2.5%).
  • Telecom Italia showed stability again (-0.3%), relying on its strong fundamentals:
    • 11 years average lease term
    • 100% occupancy.
  • Non-core office assets (outside Milan) suffered during the semester (-2.4%). Covivio is therefore focusing again on the disposal of these non-core assets.

1.2.3. Germany Offices

Since 2019, Covivio reinforced its presence in German Offices, capitalising on its existing platform with local teams, €200 million of existing assets in Berlin and a flagship development project in Alexanderplatz.

Three acquisitions were realised in Berlin end-2019, and Covivio accelerated its strategy early 2020 by acquiring 10 office assets located in Frankfurt, Düsseldorf, Hamburg and Munich through the public offer and delisting of Godewind Immobilien AG

1.2.3.1. German offices market: sound fundamentals in the top 7 cities(1)

  • Take-up in German's top seven markets fell by 33% in H1 2020 year-on-year to 1.3 million m2 . In all seven cities the trend was negative for this semester: Berlin (-15%), Hamburg (-45%), Munich (-23%).
  • Immediate supply remains scarce with a vacancy rate at 3.1%, having increased slightly vs 2019 (+0.2 pt).
  • Future supply is also very limited with around 5 million m2 under construction until 2022:
    • pre-let ratio remains high at 60%, including 80% for the remaining 2020 deliveries
    • consequently, future available space until 2022 represents only 2% of the current existing stock.

(renamed Covivio Office AG). The acquisition, announced on 13 February, was closed on 14 May with the company's delisting. Today Covivio owns 89.3% of share capital while a 10% put option to outside shareholders was granted.

Today Covivio boasts a strong German office platform of 27 assets worth €1.7 billion (€1.4 billion Group share), located in the top 5 German cities (Berlin, Frankfurt, Düsseldorf, Hamburg and Munich).

  • Prime rents remained stable overall but average rent grew in Berlin (+6%) and Munich (+10%).
  • Investments in German offices remained stable at €8.8 billion (-1%) compared to H1 2019.

During the first half of 2020, Covivio's German offices activity was characterised by:

  • successful integration of Godewind portfolio and teams
  • appraisal value of the portfolio at end-June 3% above the acquisition price
  • financial agreement reached with WeWork for the termination of a firm lease contract in Düsseldorf.

1.2.3.2. Accounted rental income: +€15 million Group share in the first semester of 2020

(€M) Rental income
H1 2019 100%
Rental income
H1 2019
Group share
Rental income
H1 2020 100%
Rental income
H1 2020
Group share
Change (%)
Group share
Change (%)
LfL(1)
Group share
% of rental
income
Berlin 4.1 2.7 5.1 3.6 1.9% 19.6%
Frankfurt 0.0 0.0 10.6 7.0 n.a 38.0%
Düsseldorf 0.0 0.0 4.0 2.7 n.a n.a 14.8%
Hamburg 0.1 0.1 5.5 3.7 n.a 19.9%
Munich 0.0 0.0 1.2 0.8 n.a 4.6%
Other 0.9 0.6 0.9 0.6 6.8% 3.1%
TOTAL 5.1 3.3 27.3 18.4 N.A 2.8% 100%

(1) LfL: Like-for-Like.

The German offices rental income grew by €15 million in Group share compared to H1 2019, thanks to the acquisition of the 10 offices portfolio. The rental income deriving from this portfolio was consolidated at 44.9% in the first quarter and at 89.3% in the second quarter following the completion of the public offer.

At a like-for-like scope, the performance of +2.8% shows the positive trend of the German office market supported by a low vacancy rate and increasing rents.

(1) Sources: Colliers, JLL. Top 7 cities include Berlin, Düsseldorf, Frankfurt, Cologne, Munich, Hamburg and Stuttgart.

1.2.3.3. Annualised rents: €45.2 million Group share

(€M) Surface (m2
)
Number
of assets
Annualised rents
2019
Group share
Annualised rents
H1 2020
100%
Annualised
rents H1 2020
Group share
Change Group
share (%)
% of rental
income
Berlin 141,086 15 5.4 10.2 7.2 32.5% 16%
Frankfurt 118,649 4 0.0 20.5 17.4 n.a 38%
Düsseldorf 68,882 2 0.0 9.1 7.7 n.a 17%
Hamburg 70,746 2 0.1 11.3 9.5 n.a 21%
Munich 37,104 2 0.0 2.7 2.3 n.a 5%
Other 21,820 2 1.1 1.9 1.2 3.5% 3%
TOTAL 458,287 27 6.7 55.8 45.2 577% 100%

1.2.3.3.1. Geographic breakdown

1.2.3.4. Indexation

Rents are indexed on the German consumer price index. At end-June 2020, it showed an increase of +0.9% year-one-year.

1.2.3.5. Rental activity

Annualised rents
H1 2020
Surface (m2
)
(€M, Group share)
Vacating
6,046
0.8
Letting
17,515
3.5
Pre-letting
0
0.0
Renewals
23,990
4.7

The rental activity in H1 2020 was marked by:

• about 24,000 m2 were renewed with +6 years maturity, of which around 11,000 m2 on Y2 and around 6,300 m2 on ComCon Center in Frankfurt

• 17,515 m2 were let during the first half of 2020, including about 5,000 m2 on the Sunsquare asset in Munich.

1.2.3.6. Lease expiries and occupancy rate

1.2.3.6.1. Lease expiries: firm residual lease term of 5.1 years

By lease end date
(€M) (1st break) % of total By lease end date % of total
2020 7.2 16% 7.2 16%
2021 5.2 11% 4.5 10%
2022 4.6 10% 3.6 8%
2023 5.2 12% 3.9 9%
2024 8.1 18% 6.0 13%
2025 3.6 8% 4.0 9%
2026 2.3 5% 2.0 4%
2027 4.0 9% 2.5 6%
2028 0.4 1% 2.5 6%
2029 1.5 3% 4.6 10%
2030 beyond 3.0 7% 4.4 10%
TOTAL 45.2 100% 45.2 100%

The firm residual duration of leases stands at 5.1 years.

On the €7.2 million of expiries remaining at end-June 2020 (16% of German Office rents/1.0% of Covivio's rents):

  • 8% in Berlin, large number of small short-term leases with more that 30% of reversion potential
  • 5.5% in Hamburg, mainly on the Zeughaus, a 43,500 m2 asset located in a well-established office area of Hamburg

1.2.3.6.2. Occupancy rate of 79%

• 1.5% in Frankfurt and 1% in Düsseldorf.

On the €5.2 million of expiries in 2021 (11% of German Office rents/0.7% of Covivio's rents):

  • 7%in Berlin
  • 2% in Hamburg
  • 2% in Frankfurt.
(%) H1 2020
Berlin 86.8%
Frankfurt 87.3%
Düsseldorf 57.6%
Hamburg 96.6%
Munich 49.5%
Other 98.5%
TOTAL 79.0%

The occupancy rate fell to 79% at end-June, due to the financial agreement reached with WeWork for the termination their firm lease contract in Düsseldorf (21,600 m2 on Herzog-Terrassen). This agreement has an impact of -12 pts on the occupancy rate.

1.2.3.7. Reserves for unpaid rent

(€M) – Group share H1 2020
As% of rental income 0.9%
In value(1) 0.1

(1) Net provision/reversals of provision.

The level of unpaid rent is marginal on the German offices in H1 2020 thanks to the quality of the tenant base despite the impacts of the Covid-19.

1.2.3.8. Acquisition

Munich – Eight Dornach et sunsquare

Early 2020, Covivio consolidated its strategic position on the dynamic German office market by acquiring 10 office assets valued at €1.2 billion (€1.1 billion in Group share). The portfolio is made up of 10 assets totalling 290,000 m2 and are located in Frankfurt, Düsseldorf, Hamburg, and Munich. The acquisition was completed through the public offer and delisting of Godewind Immobilien AG (renamed Covivio Office AG). The appraisal value at end-June 2020 is 3% above the acquisition price.

1.2.3.9. Development pipeline: €1.3 billion of managed projects (€0.8 billion Group share)

Capitalising on its development expertise and successful track record in France, Italy and Germany, Covivio is also implementing its development strategy in German offices, relying on its existing development team.

3 projects in Berlin:

The development projects managed to date represent around €800 million Group share of estimated costs and are made up of 5 projects representing ~168,000 m2 . They are located essentially in Berlin (80%) and Leipzig and Munich (20%).

The target yield on cost is above 5%.

• Alexanderplatz, 60,000 m2 : landmark project in the heart of Berlin on a land bank adjacent to the Park Inn hotel. The project will offer ~60,000 m2 of mixed-use space (office, residential, retail) and will be delivered in 2024. The prebuilding permit was already obtained in 2019 and the project is expected to be committed around end-2020/2021.

The land bank also offers an additional 70,000 m2 constructability to be exploited in the long term.

  • Schöneberg district, 13,100 m2 : office project expected to be completed in 2023, on an asset acquired in 2019 with significant redevelopment potential. The prebuilding permit has already been obtained.
  • Adlershof district, 7,700 m2 : office project to begin around end-2021 or 2022, on a land bank acquired end-2019 as well.

• Munich, 20,000 m2 : land bank adjacent to the Munich Sunsquare asset acquired early 2020.

• Leipzig, 30,000 m2 : office project to build two office towers on a land bank next to the Westin hotel in Leipzig. The results of the architectural competition were released in June 2020. This project illustrates the synergies between Covivio's products, using its development expertise in offices and its local platform in Germany to extract the maximum value from its portfolio.

1.2.3.10. Portfolio values

1.2.3.10.1. Change in portfolio values

(€M) – Group share, Excluding Duties Value 2019 Acqu. Invest. Disposals Value
creation
on Acquis./
Disposals
Change in
value
Change
of scope
Value
H1 2020
Berlin 228 11 26 - 0 19.6 - 283
Frankfurt - 411 0 - 21 - - 432
Düsseldorf 0 287 0 - -2 0.0 - 284
Hamburg 4 246 0 - 6 0.2 - 256
Munich - 84 0 - 21 - - 105
Other 19 - 0 - - 1.1 - 21
TOTAL 251 1,038 26 0 46 21 0 1,381

The portfolio value grew by €1,130 million since year-end 2019. The growth was fuelled by the acquisition of the 10 office assets portfolio from Godewind in February 2020.

1.2.3.10.2. Like-for-like portfolio evolution: +2.6% of growth

(€M) – Excluding Duties Value
2019
100%
Value
2019
Group share
Value
H1 2020
100%
Value
H1 2020
Group
share
LfL(1)
change
Yield
2019
Yield
2020
% of total
value
Berlin 320 228 361 283 2.2% n.a 3.6% 21%
Frankfurt 0 0 511 432 n.a n.a 4.0% 31%
Düsseldorf 0 0 336 284 3.3% 71.7% 2.7% 21%
Hamburg 6 4 304 256 6.1% 30.3% 3.7% 19%
Munich 0 0 124 105 n.a n.a 2.2% 8%
Other 30 19 32 21 6.5% 0.0% 5.8% 1%
TOTAL 356 251 1,670 1,381 2.6% N.A 3.5% 100%

(1) LfL: Like-for-Like.

Covivio German office portfolio now reached a critical size with €1.7 billion of assets and boasts strong fundamentals:

  • strategic locations in the center of Germany top 5 cities
  • a balanced portfolio of existing assets and development projects in Berlin, Leipzig and Munich at yield-on-cost of more than 5%
  • a current valuation standing at 4,100 €/m2 on existing assets, that appears still below most European office hubs, and still offers catch-up potential even more given the very preliminary stage of developments
  • the like-for-like performance (+2.6%) excludes the recently acquired portfolio but gives however a good insight into the dynamism of the office platform. As for acquired assets, the portfolio value has already exceeded the acquisition price and still holds potential via the expected vacancy reduction.

1.2.4. Germany Residential

Covivio operates in the German Residential segment through its 61.7% held subsidiary Covivio Immobilien. The figures presented are expressed as 100% and as Covivio Group share. The figures presented also exclude the Germany Offices activity which is presented independently in this report (see section 1.2.3).

1.2.4.1. Widening housing shortage and resilient market

In February 2020, the city of Berlin implemented a law to freeze the housing rents for five years and set rent caps on most residential units. This law is being challenged in court: on 6 May 2020, CDU/CSU and FDP members of the Federal Parliament brought legal action before the Federal Constitutional Court against this new Berlin regulation, considering that it is not compatible with the German constitution. The judicial review in ongoing with a ruling expected within 24 months.

For additional details on the application of this law and its impacts on Covivio's residential activity refer to section 2.4 of this chapter.

  • The housing shortage continues to widen in Germany: ~400,000 new units are needed each year against 293,000 new deliveries in 2019. The situation is especially dire in Berlin, where the existing housing shortage is estimated at more than 200,000 units and where the constructions remained stable in 2019 at ~16,900 units.
  • In Berlin:
    • the average asking price on new buildings spiked by about 10% to 17.6 €/m2 in H1 2020 (year-on-year). The existing buildings' asking rents grew by only +1.9% to 11.45 €/m2 due to the new regulation

❚ Housing Gap in Berlin

Berlin's apartment construction has failed to keep pace with population growth.

In the first half of 2020, Covivio's activities were marked by:

  • a +2.9% increase in rental income on a like-for-life basis, driven by NRW, Hamburg, Dresden & Leipzig (+3.6% on average)
  • +4.2% increase in values on a like-for-like basis on the overall portfolio and +2.2% increase in Berlin despite the Mietendeckel and the Covid-19's impact.

Covivio owns around ~41,000 apartments located in Berlin, Hamburg, Dresden, Leipzig and North Rhine-Westphalia, representing €6.4 billion (€4.1 billion Group share) of assets.

• the average asking price for new buildings rose by 4.3% to around 6,530 €/m2 in H1 2020.

On the existing buildings segment, the average asking price grew by 8.2% to 4,850 €/m2 , significantly above the current valuation of Covivio's portfolio (2,860 €/m2 in Berlin on residential units)

  • Overall, in Germany:
    • rents have slightly risen by an average of 2.6% to 8.3€ (latest available data Q1 2020 vs. Q1 2019)
    • the average asking price grew by 14% (Q1 2020 vs Q1 2019).
  • In the first half of 2020, investment volumes in the German residential market grew by +96% compared to H1 2019 to reach €12.5 billion (accounting largely for the acquisition of Adler Real Estate). Despite an overall decline in Q2 2020 (€3.2 billion below the quarterly average volume of €4.1 billion), the investments were already above the 5-year monthly average in June (€1.7 billion vs. €1.4 billion) and rising demand from investors is supporting the investment market.

1.2.4.2. Accounted rental income: +2.9% at a like-for like scope

Rental income Rental income Rental income Rental income
(€M) H1 2019
100%
H1 2019
Group share
H1 2020
100%
H1 2020
Group share
Change Group
share (%)
Change Group
share (%) LfL(1)
% of rental
income
Berlin 58.6 37.8 59.5 38.5 1.7% 2.3% 49%
of which Residential 47.6 30.7 48.5 31.4 2.0% 2.6% 40%
of which Other
commercial(2)
11.0 7.1 11.0 7.1 0.2% 0.8% 9%
Dresden & Leipzig 12.0 7.6 12.3 7.9 3.1% 3.6% 10%
Hamburg 7.9 5.2 8.1 5.3 2.3% 2.6% 7%
North Rhine-Westphalia 40.7 25.8 42.6 27.0 4.6% 3.8% 34%
Essen 14.5 9.0 15.2 9.4 5.0% 3.1% 12%
Duisburg 7.4 4.6 7.6 4.8 3.2% 4.6% 6%
Mulheim 5.0 3.2 5.1 3.2 1.8% 2.8% 4%
Oberhausen 4.6 3.1 4.8 3.2 5.0% 4.7% 4%
Other 9.3 5.9 10.0 6.3 6.8% 4.3% 8%
TOTAL 119.2 76.5 122.5 78.6 2.9% 2.9% 100%
of which Residential 104.9 67.2 107.7 69.1 2.8% 3.3% 88%
of which Other
commercia(2)
14.3 9.2 14.8 9.6 3.5% 0.7% 12%

(1) LfL: Like-for-Like.

(2) Ground floor retail, car parks, etc.

Rental income amounted to €79 million Group share in H1 2020, up 2.9% (+€2.2 million) due to:

  • in Berlin, the like-for-like rental growth continues to be positive at +2.3% at half-year 2020 but slowing vs previous years due to the implementation of the new regulation (Mietendeckel)
  • outside Berlin, the like-for-like rental growth was strong in all areas (+3.6% on average) mainly due to the reletting impact and driven mostly by NRW (+3.8%)
  • 2019 and 2020 acquisitions (+€1.5 million)
  • disposals (-€1.2 million) mainly involving the last portfolios of non-core assets in North Rhine-Westphalia and mature assets in Berlin.

1.2.4.3. Annualised rental income: €160 million Group share

(€M) Surface (m2
)
Number of Annualised
rents
2019
Group share
Annualised
rents
H1 2020
100%
Annualised
rents
H1 2020
Group share
Change
Group share
(%)
Average rent
€/m2
/month
% of rental
income
Berlin 1,229,194 16,684 78.2 120.4 77.9 -0.5% 8.2 €/m2 49%
of which Residential 1,067,874 15,781 63.8 98.1 63.4 -0.7% 7.7 €/m2 39%
of which Other
commercial(1)
161,320 903 14.4 22.3 14.5 0.5% 11.5 €/m2 9%
Dresden & Leipzig 320,473 5,213 15.8 25.1 16.1 2.1% 6.5 €/m2 10%
Hamburg 141,512 2,340 10.7 16.5 10.8 0.6% 9.7 €/m2 7%
North
Rhine-Westphalia
1,108,947 16,656 54.6 87.1 55.1 1.1% 6.5 €/m2 34%
Essen 384,297 5,611 19.1 31.0 19.3 0.9% 6.7 €/m2 12%
Duisburg 205,532 3,164 9.6 15.5 9.7 1.1% 6.3 €/m2 6%
Mulheim 129,853 2,174 6.5 10.4 6.6 0.7% 6.7 €/m2 4%
Oberhausen 133,414 1,955 6.5 9.8 6.6 1.8% 6.1 €/m2 4%
Others 255,851 3,752 12.8 20.4 12.9 1.1% 6.6 €/m2 8%
TOTAL 2,800,127 40,893 159.3 249.1 159.9 0.4% 7.4 €/M2 100%
of which Residential 2,587,469 39,658 140.1 219.1 140.5 0.3% 7.1 €/m2 88%
of which Other
commercial(1)
212,658 1,235 19.2 30.0 19.4 1.0% 11.7 €/m2 12%

(1) Ground floor retail, car parks, etc.

The portfolio breakdown has been stable since year-end-2019, with Berlin generating around half of the rental income, through residential units and some commercial units (mainly ground floor retail).

Rental income per m2 (€7.4/m2 /month on average) offers solid growth potential through reversion, especially in Hamburg (20-25%), in Dresden and Leipzig (15-20%) and in North Rhine-Westphalia (15-20%).

1.2.4.4. Indexation

The rental income from residential property in Germany changes according to three mechanisms:

Rents for re-leased properties

In principle, rents may be increased freely.

As an exception to that unrestricted rent setting principle, cities like Hamburg, Cologne, Düsseldorf have introduced rent caps ("Mietpreisbremse") for re-leased properties. In these cities, rents for re-leased properties cannot exceed the public rent reference ("Mietspiegel") by more than 10%.

If construction works result in an increase in the value of the property (work amounting to more than 1/3 of new construction costs), the rent for re-let property may be increased by a maximum of 8% of the cost of the work.

In the event of complete modernisation (work amounting to more than 1/3 of new construction costs), the rent may be increased freely.

For current leases

The current rent may be increased by 15% to 20% depending on the region, however without exceeding the Mietspiegel or another rent benchmark. This increase may only be applied every three years.

For current leases with works carried out

If work has been carried out, rent may be increased by up to 8% of the amount of said work, in addition to the possible increase according to the rent index. This increase is subject to three conditions:

  • the works aim at saving energy, increase the utility value, or improve the living conditions in the long run
  • the tenant must be notified of this rent increase within three months
  • the rent may not increase by more than €3/m2 for modernisations within a 6 years-period (€2/m2 if the initial rent is below €7/m2 ).

1.2.4.5. Occupancy rate: a high level of 98.4%

In February, the city of Berlin implemented a new law to freeze & cap the rents of most residential units:

  • freeze on existing rents for 5 years (i.e. until February 2025). An increase may be possible from 2022, up to the level of the inflation (about 1.3%) without exceeding the rent ceilings. Rent ceilings can be increased by the Berlin Senate in line with real wages increase two years after the law is enacted
  • reversal of rent increases since 18 June 2019 back to the rent levels agreed as of that date, except for new leases signed subsequent to that date
  • application of a rent cap, for reletting and current leases, defined according to the year of construction of the building and the equipment of the dwelling
  • excessive rent above 120% of the rent ceiling to be reduced to the 120% level, adjusted for the quality of the location, probably applicable from the last quarter of 2020
  • increase in rents in case of energetic modernisation or upgrading to accessibility standards for people with reduced mobility: +€1/m2
  • housings built after 2014, public housings and subsidised housings are excluded.

The law is being challenged in court: on 6 May 2020, CDU/ CSU and FDP members of the Federal Parliament brought legal action before the Federal Constitutional Court against this new Berlin law, considering that this law is not compatible with the German constitution.

The estimated impacts for Covivio on the rental income will be fairly limited, as Berlin residential rents accounts for only 9% of Covivio total annualised revenue in Group share:

  • freeze of existing rents
  • impact of rent decrease:
    • in 2020: -€1.5 million to -€1.9 million Group share
    • in 2021: -€6.0 million vs 2020
    • Cumulative impact representing ~1% of Covivio annualised rent at end-June 2020.
(%) 2019 H1 2020
Berlin 98.1% 97.8%
Dresden & Leipzig 99.0% 98.6%
Hamburg 99.8% 99.8%
North Rhine-Westphalia 99.0% 99.0%
TOTAL 98.6% 98.4%

The occupancy rate remains high, at 98.4%. It has remained above 98% since the end of 2015 and reflects the Group's very high portfolio quality and low rental risk.

1.2.4.6. Reserves for unpaid rent

(€M) – Group share H1 2019 H1 2020
As% of rental income 0.46% 1.70%
In value(1) 0.5 1.4

(1) Net provision/reversals of provision.

There were €1.4 million of rent mainly on ground-floor retail leases due to the impact of the Covid-19 and lockdowns.

1.2.4.7. Disposals and disposals agreements: €12 million with 81% margin on appraisal value

(€M) Disposals 2019
(agreements as of
end-2019 closed)
(1)
Agreements
as of
end-2019
to close
New
disposals
H1 2020
(2)
New
agreements
H1 2020
(3)
Total
H1 2020
= (2) + (3)
Margin vs
end-2019
value
Yield Total
Realised
Disposals
= (1) + (2)
Berlin 9 0.3 9 9 18 81% 0.9% 18
Dresden & Leipzig - - 0 0 0 0% 0.0% 0
Hamburg - - - 0 - - - -
North Rhine-Westphalia 2 0.7 1 1 1 87% 1.4% 2
TOTAL 100% 11 1 10 9 19 81% 0.9% 21
TOTAL GROUP SHARE 7 1 6 6 12 81% 0.9% 13

In the first half of 2020, Covivio sold assets for €12 million, essentially privatised units in Berlin.

• Privatisations: In the first half of 2020, Covivio privatised 52 units almost entirely in Berlin for €18 million (€12 million Group

1.2.4.8. Acquisitions: €11 million realised in H1 2020

share) for 81% margin. These privatisations at around €4,400/ m2 reflect the highly unbalanced momentum in Berlin (demand vs supply and new construction).

Acquisitions H1 2020 realised
(€M) – Including Duties Surface (m2
)
Number of units Acq. price 100% Acq. price
Group share
Gross yield
Berlin 1,391 28 3 2 3.5%
Dresden & Leipzig 3,174 31 7 5 4.5%
Hamburg - - - - -
North Rhine-Westphalia - - - - -
TOTAL 4,565 59 11 7 4.2%

In the first half of 2020, Covivio closed 2 residential deals for €11 million (€7 million Group Share):

• 1 transaction in Berlin of 28 units at €2 450/m2 . This transaction also includes a land bank of 1,600 m2 bought at €675/m2 on which 24 units may be developed.

1 transaction in Dresden of 31 units at €2 350/m2 with no vacancy and a potential of rent increase of 30%

1.2.4.9. Development projects: €0.8 billion pipeline

In response to the supply/demand imbalance in new housing in Berlin, Covivio launched a residential development pipeline in 2017. A total of €790 million has been identified for new housing extensions, redevelopments, and new construction projects.

This pipeline will enable Covivio to maximise value creation in its portfolio. Part of the units developed will remain in the portfolio and will be let with a yield on cost of around 5%. The other part will be sold in order to unlock the value creation with an expected margin above 40%.

1.2.4.9.1. Committed projects: €256 million (€166 million Group share)

For detailed figures on the committed projects, see page 9 of this document.

891 units are committed, primarily in Berlin, and developed at a cost of €3,964/m2 , with a 4.8% yield on cost on units to be let and a target margin of 45% on units to be sold.

❚ Covivio development projects in Berlin

Source: Engel & Völkers Residential.

1.2.4.9.2. Managed projects: ~€530 million of projects (~€377 million Group share)

In all, 44 additional development projects have already been identified, representing about €530 million in developments. They mainly consist of construction projects in the centre of Berlin for more than 3,200 new housing units on around 235,000 m2 .

1.2.4.10. Portfolio values

1.2.4.10.1. Change in portfolio value: 4.1% growth

(€M) – Group share, Excluding Duties Value 2019 Acqu. Invest. Disposals Value
creation
on Acquis./
disposals
Change
in value
Change
of scope
Value
H1 2020
Berlin 2,261 3 11 -9 2 37 -1 2,303
Dresden & Leipzig 377 5 3 - 0 23 - 407
Hamburg 293 - 3 - - 14 - 310
North Rhine-Westphalia 1,031 - 10 -0 0 62 - 1,103
TOTAL 3,962 8 27 -10 2 135 -1 4,123

In the first half of 2020, the portfolio's value increased by 4.1% to stand at €4.1 billion Group share. This growth was driven by the like-for-like increase in value (€137 million or 84% of the growth).

1.2.4.10.2. Change on like-for-like basis: +4.2% growth

(€M) – Excluding Duties Value
2019
Group
share
Surface
100% in m2
Value
2020
100%
Value
2020
in €/m2
Value 2020
Group
share
LfL(1)
change
Yield
2019
Yield
H1 2020
% of total
value
Berlin 2,261 1,229,194 3,562 2,898 2,303 2.2% 3.5% 3.4% 56%
of which Residential 1,934 1,067,874 3,055 2,861 1,974 2.4% 3.3% 3.2% 48%
of which Other
commercial(2)
327 161,320 506 3,140 329 0.9% 4.4% 4.4% 8%
Dresden & Leipzig 377 320,473 636 1,985 407 6.8% 4.2% 3.9% 10%
Hamburg 293 141,512 474 3,347 310 5.8% 3.7% 3.5% 8%
North Rhine-Westphalia 1,031 1,108,947 1,743 1,572 1,103 7.0% 5.3% 5.0% 27%
Essen 381 384,297 663 1,726 413 8.4% 5.0% 4.7% 10%
Duisburg 167 205,532 286 1,394 179 7.4% 5.8% 5.4% 4%
Mulheim 118 129,853 198 1,524 126 6.4% 5.5% 5.2% 3%
Oberhausen 103 133,414 158 1,183 107 4.0% 6.4% 6.2% 3%
Other 263 255,851 438 1,710 279 6.2% 4.9% 4.7% 7%
TOTAL 3,962 2,800,127 6,414 2,291 4,123 4.2% 4.0% 3.9% 100%
of which Residential 3,542 2,587,469 5,752 2,223 3,694 4.4% 4.0% 3.8% 90%
of which Other
commercial(2)
420 212,658 662 3,115 429 2.1% 4.6% 4.5% 10%

(1) LfL: Like-for-Like.

(2) Ground floor retail, car parks, etc.

Covivio's residential portfolio in Germany is valued at €2,223/m2 on average, offering significant growth potential, especially in Berlin where the current valuation of the residential units stands at €2,860/m2 , significantly below the average asking price of condominiums (€4,850/m2 at June-2020).

In the first half of 2020, values increased by +4.2% on a likefor-like basis since year-end-2019 which represents yet another dynamic period of growth:

• +2.2% in Berlin after excellent performance in 2019 (+11%), mainly due to the increase in values in highly sought-after locations

1.2.4.11. Maintenance and modernisation Capex

despite the impact of the Covid-19. The Mietendeckel impact still does not stop the values from growing given the strong Berlin market fundamentals

  • Hamburg (+5.8%) and Dresden and Leipzig (+6.8%) generated good performance and growth in value and rental income
  • the increase in values in North Rhine-Westphalia (+7.0% vs. +4.6% in H1 2019) shows the improved quality of the portfolio, following the modernisation and non-core asset disposal programmes.

In the first half 2020, €42 million in Capex (€14.8/m2 ) and €8.5 million in Opex (€3.0/m2 ) were realised, in line with the Capex spent in H1 2019.

Modernisation Capex, used to improve asset quality and increase rental income, accounts for 50% of the total. In Berlin, the modernisation Capex was reduced by 11% in €/m2 compared to H1 2019 due to the new regulation.

1.2.5. Hotels in Europe

Covivio Hotels, a subsidiary of Covivio held at 43.3% at halfyear 2020, is a listed property investment company (SIIC) and leading real estate player in Europe. It invests both in hotels under lease and hotel operating properties.

The figures presented are expressed at 100% and in Covivio Group share (GS).

1.2.5.1. Market: an unprecedented crisis

After a positive year in 2019 (+2.7% in RevPar) for the European hotel market, the Covid-19 outbreak deeply impacted the beginning of 2020. The different lockdown measures and travel restrictions forced many European hotels to close.

Covivio owns a high-quality hotel portfolio worth €6.2 billion (€2.4 billion in Group share) and focused on major European cities let or operated by 15 major hotel operators such as AccorInvest, B&B, IHG, NH Hotels, etc. This portfolio offers geographic and tenant diversification (across 9 Western European countries) and asset management possibilities via different ownership methods (hotel lease and hotel operating properties).

  • Serious implications of lockdown and travel restrictions across Europe from the month of March to June
  • Revenue per available room (RevPar) in Europe fell by -57%(1), driven by a decline in occupancy rate (-36.6 pts). An even further drop of -95% was recorded during April and May.

❚ RevPar evolution since 2000

(Source: MKG/Olakala)

In the first half of 2020, Covivio's hotel activity was strongly impacted by the Covid-19 outbreak:

  • at the peak of the crisis, only 22% of the hotel portfolio was open(2). Since then, the easing of lockdown measures enabled hotels to reopen progressively. As of 30 June, 65% of the portfolio is open but occupancy rates remain limited (between 10% and 20%)
  • as a long-term partner of major hotel companies, Covivio accompanied its hotel operators by reaching agreements with 8 hotel operators (on lease contracts) in order to:
    • help them get through the crisis by granting payment facilities to relieve their cash
    • secure lease length: the total lease duration extended to 14.7 years thanks to an agreement reached with 8 hotels operators including an extension of 3.9 years on average
    • limit P&L impact: €-0.2 million IFRS rent Group share
    • protect the value of the assets
  • LfL values decreased by only -3.1%, thanks to the quality of the portfolio located for 87% in major regional cities and to the agreements secured with the hotel operators.

Assets not wholly owned by Covivio Hotels include:

  • 8 operating properties in Germany (94.9% owned)
  • 90 B&B hotels in France (50.2%)
  • 11 B&B assets in Germany (93.0%)
  • 8 B&B assets in Germany, 5 of them held at 84.6% and the other 3 at 90.0%
  • 2 Motel One assets in Germany (94.0%)
  • Club Med Samoëns (50.1%)
  • 32 AccorInvest assets in France (30 assets) and Belgium (2 assets), owned at respectively 31.2% (26 assets) and 33.3% (6 assets).

(1) MKG Data as of end of May 2020. (2) Based on the number of rooms.

1.2.5.2. Recognised revenues: -51% on a like-for-like basis

(€M) Revenues
H1 2019
100%
Revenues
H1 2019
Group share
Revenues
H1 2020
100%
Revenues
H1 2020
Group share
Change (%)
Group share
Change Group
share (%) LfL(1)
Hotel Lease properties
(Variable rents)
29.5 12.8 9.7 4.2 -67% -67%
Hotel Lease properties
(Rents) - UK
22.1 9.5 0.0 0.0 -100% -100%
Hotel Lease properties
- Others
66.1 23.8 60.1 22.9 -4% -2%
Hotel Operating properties
(EBITDA)
31.2 13.0 3.3 1.4 -89% -78%
TOTAL REVENUES HOTELS 148.9 59.1 73.1 28.5 -52% -51%

(1) LfL: Like-for-Like.

Hotel revenue decreases by €30.6 million Group share compared to 2019, due to:

• leased hotels:

  • the AccorInvest hotel portfolio (24% of the hotel portfolio), which are indexed on hotels turnover degraded by 66% compared to half-2019, due to the complete shutdown of a large part of the hotel properties from mid-March until the end of May. These midscale and economy hotels are located in France and Belgium
  • hotels located in the UK (15% of the hotel portfolio), leased to IHG were directly impacted by the administrative closure of hotels from 25 March to 4 July in Great Britain and 15 July in Scotland. Only 4 of the 12 hotels owned by Covivio are expected to reopen in July. These exceptional events and major loss in turnover for the hotels should trigger an underperformance (MAC) clause included in this contract. This clause reduces the rent when the loss of the NOI of the hotels is higher than 1/3 of the annual rent. Notwithstanding €10 million of rents received in Q1 and considering the

performances expectations of this portfolio, Covivio has decided not to account for any rent on this portfolio as of end-June 2020

  • other leases: agreements with operators enabled to limit the decrease to €-0,2 million. This decrease is also explained by a transition period between two tenants for a hotel in Madrid
  • operating hotels: mainly located in Germany and in the North of France. The majority of the hotels were closed during the lockdown and lost consequently 78% of EBITDA compared to half-2019. The first semester also includes a €3.2 million reversal of provisions made on past accounting periods given the signature of an amendment to the management contract of the Pullman Roissy Airport hotel
  • disposals, both in 2019 and 2020, including the B&B Portfolio in France (€-1.7 million) and in Germany (€-0.4 million)
  • acquisitions in 2019 of B&B hotels in Poland (+€0.3 million)
  • delivery of 2 Meininger hotels in France (+€0.9 million) and one in Germany (+€0.2 million).

1.2.5.3. Annualised revenue: €125.7 million Group share

1.2.5.3.1. Breakdown by operators and by country (based on 2019 revenues)

1.2.5.4. Indexation

Fixed-indexed leases are indexed to benchmark indices (ICC and ILC in France and consumer price index for foreign assets).

1.2.5.5. Lease expiries: 14.7 years of firm residual lease term

By lease end date
(€M) – Group share (1st break) % of total By lease end date % of total
2020 0 0% 0 0%
2021 1 2% 0 0%
2022 2 3% 0 0%
2023 5 5% 2 2%
2024 1 1% 1 1%
2025 2 2% 2 3%
2026 0 0% 0 0%
2027 1 1% 1 1%
2028 0 0% 0 0%
2029 14 15% 15 16%
Beyond 68 72% 74 78%
TOTAL HOTELS IN LEASE 95 100% 95 100%

The firm lease duration reached a record high at 14.7 years (+1 year vs end-2019), thanks to agreements reached with 8 hotel operators including lease extension of 3.9 years on average (AccorInvest, B&B, NH, Barcelo, MotelOne, Meininger, Melia, HCI).

The occupancy rate remained at 100% on the hotels in leases.

1.2.5.6. Reserves for unpaid rent

At end-June 2020, no additional amounts were set aside for unpaid rents in the portfolio.

1.2.5.7. Disposals and disposal agreements: €24 million of new commitments

(€M) Disposals
(agreements
as of end of
2019 closed)
(1)
Agreements
as of end of
2019 to close
New
disposals
H1 2020
(2)
New
agreements
H1 2020
(3)
Total H1 2020
= (2) + (3)
Margin vs
2019 value
Yield Total Realised
Disposals
= (1) + (2)
Hotel Lease properties 120 13 0 24 24 15.6% 6.5% 120
TOTAL HOTELS - 100% 120 13 0 24 24 15.6% 6.5% 120
TOTAL HOTELS -
GROUP SHARE
47 5 0 11 11 15.6% 6.5% 47

Covivio continued its policy of rotating assets with €24 million (€11 million Group share) of new commitments in the first half of 2020 with an average margin of 15.6% on last appraisal values.

Covivio secured the disposal of one hotel located in Spain for €22 million (€9.4 million Group share) and a 6.4% yield. The effective transfer of asset is expected in 2021.

1.2.5.8. Acquisitions

No acquisition was realised during the first half of 2020.

As a reminder, at year-end 2019, Covivio signed an agreement for the acquisition of 8 hotels located in Rome, Venice, Florence, Prague, and Budapest for €573 million. This 1,115 room-portfolio of high-end hotels, the majority of which hold 5-star-ratings in In addition, €120 million (€47 million Group share) of B&B hotels disposals signed in 2019 were realised during the first half-year. The latter mainly consists of 11 B&B hotels in Germany, sold at a yield of 4.2% and with a 39% margin.

prime locations, include several iconic hotels such as the Palazzo Naiadi in Rome, the Carlo IV in Prague, the Plaza in Nice and the NY Palace in Budapest. Initially planned for April 2020, the operation was postponed to September 2020 under the same conditions. In parallel, Covivio and NH Hotel Group signed a long-term triple net lease of 15 years firm.

1.2.5.9. Development project

Covivio continues to support the development of B&B, with one more hotel in construction in Greater Paris (Bagnolet), with 108 rooms for a total cost of €8 million (€2 million Group share). The asset is scheduled to be delivered in September 2020.

1.2.5.10. Portfolio values

1.2.5.10.1. Change in portfolio values

(€M) – Excluding Duties, Group share Value 2019 Acquis. Invest. Disposals Change in value Others Value H1 2020
Hotels - Lease properties 1,975 - 2 -47 -57 -9 1,864
Hotels - Operating properties 536 - 7 - -18 1 526
Assets under development 2 - - - 0 0 2
TOTAL HOTELS 2,513 - 9 -47 -75 -8 2,392

At the end of June 2020, the portfolio reached €2.4 billion Group share, down by €121 million compared to year end 2019, mainly due to the like-for-like value impact (-€75 million) and of the disposals of the B&B hotels (-€47 million).

1.2.5.10.2. Change on like-for-like basis: -3.1%

(€M) – Excluding Duties Value 2019
Group share
Value H1 2020
100%
Value H1 2020
Group share
LfL(1) change Yield(2) 2019 Yield(3) H1 2020 % of total value
France 724 2,253 709 -2.6% 4.9% 4.9% 30%
Paris 318 857 312 13%
Greater Paris (excl. Paris) 139 508 136 6%
Major regional cities 171 535 168 7%
Other cities 96 353 94 4%
Germany 319 640 274 -0.9% 4.7% 4.8% 11%
Franckfurt 31 74 31 1%
Munich 31 49 21 1%
Berlin 31 73 31 1%
Other cities 226 445 190 8%
Belgium 116 292 114 -2.3% 5.8% 6.0% 5%
Brussels 36 101 35 1%
Other cities 80 191 79 3%
Spain 289 664 287 -0.8% 5.1% 5.1% 12%
Madrid 123 283 122 5%
Barcelona 103 237 103 4%
Other cities 62 144 62 3%
UK 417 853 369 -7.6% 4.9% 5.3% 15%
Other countries 111 259 112 -0.3% 5.3% 5.5% 5%
Total Hotel lease properties 1,977 4,960 1,866 -3.0% 5.0% 5.1% 78%
France 118 264 114 -4.7% 5.3% 5.7% 5%
Lille 50 112 48 2%
Other cities 68 152 66 3%
Germany(4) 362 869 357 -2.8% 6.2% 6.5% 15%
Berlin 251 607 249 10%
Dresden & Leipzig 89 208 86 4%
Other cities 22 54 22 1%
Other countries 56 125 54 -4.1% 6.8% 7.0% 2%
Total Hotel Operating
properties
536 1,258 526 -3.4% 6.1% 6.2% 22%
TOTAL HOTELS 2,513 6,218 2,392 -3.1% 5.2% 5.3% 100%

(1) LfL: Like-for-Like.

(2) Yield excluding assets under development; EBIDTA yield for hotel operating properties.

(3) Yields calculated on the basis of 2019 revenues.

(4) Yields excluding retail surfaces in the German hotels.

At the end of June 2020, Covivio held a unique hotel portfolio of €2,392 million (€6,218 million at 100%) in Europe. This strategic portfolio is characterised by:

  • high-quality locations: 87% in the centre of major European cities
  • major hotel operators with long-term leases: 15 hotel operators with 14.7 years average lease duration
  • hotels with a good profitability profile: 1.8x rent coverage in 2019.

These strong operating fundamentals supported the slight LfL value decrease of -3.1%. The decrease splits between:

  • variable income assets fell by 3.3.% due to rents fully based on hotel turnover and hence strongly impacted for the next couple of years:
    • -3.3% on the AccorInvest portfolio located in France and Belgium
    • -2.8% on operating assets in Germany
  • fixed leased hotels: value remained relatively stable (-0.8%) mainly thanks to the negotiated extension of the leases' duration which supports the value of the assets for a longer period
  • UK portfolio: -7.6% on these 12 assets leased to IHG. Due to the longer lockdown period and impact on the rent forecasts.

❚ 87% in major European cities

❚ Portfolio breakdown by value and geography

1.3. FINANCIAL INFORMATION AND COMMENTS

The activity of Covivio involves the acquisition or development, ownership, administration, and leasing of properties, particularly Offices in France, Italy and Germany, Residential in Germany, and Hotels in Europe.

Registered in France, Covivio is a public limited company with a Board of Directors.

Consolidated accounts

1.3.1. Scope of consolidation

On 30 June 2020, Covivio's scope of consolidation included companies located in France and several European countries. The main equity interests in the fully consolidated but not wholly owned companies are the following:

Subsidiaries 30 June 2020
Covivio Hotels 43.3%
Covivio Immobilien 61.7%
Covivio Office AG (Godewind) 89.3%
Sicaf (Telecom Italia portfolio) 51.0%
OPCI CB 21 (CB 21 Tower) 75.0%
Fédérimmo (Carré Suffren) 60.0%
SCI Latécoëre (DS Campus) 50.1%
SCI Latécoëre 2 (DS Campus extension) 50.1%
SCI 15 rue des Cuirassiers (Silex 1) 50.1%
SCI 9 rue des Cuirassiers (Silex 2) 50.1%
Sas 6 Rue Fructidor (So Pop) 50.1%
SCI 11, Place de l'Europe (Campus Eiffage) 50.1%
SCI N2 Batignolles (Paris N2) 50.0%

1.3.2. Accounting principles

The consolidated financial statements have been prepared in accordance with the international accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Union on the date of preparation. These standards include the IFRS (International Financial Reporting Standards), as well as their interpretations. The financial statements were approved by the Board of Directors on 21 July 2020.

1.3.3. Simplified income statement - Group share

(€M) – Group share H1 2019 H1 2020 var. %
Net rental income 293.7 268.0 -25.7 -8.7%
EBITDA from hotel operating activity & flex-office 15.5 4.7 -10.8 -69.6%
Income from other activities (incl. Property development) 8.5 7.2 -1.3 -15.3%
NET REVENUE 317.7 279.9 -37.7 -11.9%
Net operating costs -36.8 -38.9 -2.1 +5.6%
Amortisations of operating assets -19.5 -19.8 -0.3 +1.5%
Net change in provisions and other 3.5 2.3 -1.2 n.a
CURRENT OPERATING INCOME 264.8 223.5 -41.3 -15.6%
Net income from inventory properties -2.9 -0.1 +2.8 n.a
Income from value adjustments 371.9 142.8 -229.1 n.a
Income from asset disposals -1.4 -6.2 -4.8 n.a
Income from disposal of securities 2.5 -0.1 -2.6 n.a
Income from changes in scope & other -3.9 -12.0 -8.2 n.a
OPERATING INCOME 631.1 347.9 -283.2 -44.9%
Cost of net financial debt -65.0 -50.8 +14.2 -21.9%
Interest charges linked to financial lease liability -3.2 -3.3 -0.1 +3.7%
Value adjustment on derivatives -147.3 -66.8 +80.6 n.a
Discounting of liabilities-receivables, and Result of change -0.8 -0.2 +0.6 -73.6%
Early amortisation of borrowings' cost -3.8 -0.3 +3.5 -93.1%
Share in earnings of affiliates 0.7 -1.7 -2.4 -342.4%
INCOME FROM CONTINUING OPERATIONS 411.6 224.8 -186.9 -45.4%
Deferred tax -47.7 -23.4 +24.3 -50.9%
Corporate income tax -8.9 -7.3 +1.6 -18.2%
NET INCOME FOR THE PERIOD 355.1 194.2 -160.9 -45.3%

1.3.3.1. -12% decrease in net revenue

Net rental income in Group share decreased mainly due to the Hotels activities.

(€M) – Group share H1 2019 H1 2020 var. %
France Offices 106.3 96.8 -9.5 -8.9%
Italy Offices (incl. retail) 65.1 55.1 -10.0 -15.4%
German Residential 72.3 74.7 +2.4 +3.4%
Hotels in Europe (incl. retail) 48.1 28.1 -20.0 -41.6%
German Offices 0.0 13.3 +13.3 n.a
Other (incl. France Residential) 1.8 0.0 -1.8 -100.0%
TOTAL NET RENTAL INCOME 293.7 268.0 -25.7 -8.7%
EBITDA from hotel operating activity & flex-office 15.5 4.7 -10.9 -70.3%
Income from other activities 8.5 7.2 -1.3 n.a
NET REVENUE 317.7 279.9 -37.7 -11.9%

France Offices: decrease mainly due to the sale of assets in 2019.

Italy Offices: decrease due to the disposals in secondary locations outside Milan and non-strategic retail assets in 2019.

Germany Offices: €13.3 million of additional net rental income on the new German activity, driven mainly by the acquired portfolio.

German Residential: increase driven by rental growth (+€3 million) partly offset by disposals of assets (-€1 million).

Hotels in Europe: activity significantly hit by the coronavirus crisis, with a €20 million drop in revenues.

1.3.3.2. EBITDA from the hotel operating activity and flex-office

€4.7 million contains flex-office activity (€3.2 million of EBITDA), and hotel operating activity (€1.4 million). EBITDA from flex activity increases slightly thanks to the ramp up of this activity, while hotel operating activities declined significantly (-89%) because of the Hotels closure during general lockdowns.

1.3.3.3. Income from other activities

Net income from other activities comes from the income generated by car park companies (€2 million) and property development activity (€5 million).

The decrease of -€1.3 million is mainly due to car park activity which has been impacted by the lockdown.

1.3.3.4. Net operating costs

-€38.9 million including +€12.3 million of property management fees.

Net operating costs increase (+5.6%) under the effect of:

  • the integration of the former Godewind teams in German offices
  • a decrease of staff costs on the other activities
  • a decrease of property fees re-invoicing, following the fees on the disposal of the B&B assets in 2019.

1.3.3.5. Amortisation of operating assets

Note that this item includes the amortisation linked to the right of use according to the standard IFRS 16. This amortisation of right of use is mainly related to the owner-occupied buildings and headquarters.

1.3.3.6. Net change in provision and other

Before application of the standard IFRS 16, ground lease expenses and ground lease recharge were reported inside the net rental income. Because of the application of IFRS16- Leases, there is no longer ground lease expense (this expense is replaced by interests charge), therefore the ground lease recharge is reported in the caption "Net change in provision and other" so as to not increase artificially the Net rental income.

1.3.3.7. Net income from inventory properties

This item refers to the trading activity mainly in Italy.

1.3.3.8. Income from asset disposals & disposal of securities

Income from asset disposals (in asset or share transactions) contributed -€6.2 million during the year. This loss is mainly due to a guarantee to pay in connection with a sale of retail asset made in 2018, in connection with the impacts of the lockdown.

1.3.3.9. Change in the fair value of assets

The income statement recognises changes in the fair value (+€155 million) of assets based on appraisals conducted on the portfolio.

This line item does not include the change in fair value of assets recognised at amortised cost under IFRS but are taken into account in the EPRA NAV calculation (hotel operating properties, flex-office assets and other own-occupied buildings).

For more details on the evolution of the portfolio by activity, see section 1.1 of this document.

1.3.3.10. Income from changes in scope and other

This item negatively impacted the income statement by -€12 million. It includes costs linked to the acquisition a German offices, listed company.

1.3.3.11. Cost of net financial debt

The cost of net financial debt decreased thanks to the continuous debt restructuring efforts. This line was impacted last year by €11.5 million of early reimbursement, while this year these costs are equal to €4.8 million.

1.3.3.12. Interest charges linked to finance lease liability

The Group rents some lands. According to the IFRS 16 standards, such rental costs are stated as interest charges. The interest charges mainly refer to Hotel activity -€2.8 million.

1.3.3.13. Value adjustment on derivatives

The fair value of financial instruments (hedging instruments and ORNANE) was negatively impacted by decreasing interest rates. For the first half year of 2020, the P&L impact is a charge of -€67 million while first half year 2019 it was -€147 million.

1.3.3.14. Share of income of equity affiliates

Contribution
to earnings Value Change in equity
value (%)
8.60% 0.5 36.9 -7.5%
50.10% 2.6 59.6 -1.2%
50.00% 1.7 50.1 0.4%
50.00% 1.0 27.8 -6.7%
34.69% 0.9 14.7 5.8%
14.40% 0.4 47.1 -4.5%
0.0 13.0 -6.5%
7.1 249.2 -3.1%
% interest (€M) H1 2020

The equity affiliates involve Hotels in Europe and the France Offices sectors:

  • OPCI Covivio Hotels: two hotel portfolios, Campanile (32 hotels) and AccorHotels (39 hotels) owned at 80% by Crédit Agricole Assurances
  • Lénovilla: the New Vélizy campus (47,000 m2 ), let to Thalès and co-owned with Crédit Agricole Assurances
  • Euromed in Marseille: two office buildings (Astrolabe and Calypso) and a hotel (Golden Tulip) in partnership with Crédit Agricole Assurances

1.3.3.15. Taxes

The corporate income tax corresponds to the tax on:

  • foreign companies that are not or are only partially subject to a tax transparency regime (Italy, Germany, Belgium, the Netherlands, United Kingdom and Portugal)
  • French subsidiaries with taxable activity.
  • Coeur d'Orly in Greater Paris: one building (Askia) and development project for new offices in the business district of Orly airport in partnership with ADP
  • Bordeaux Armagnac: development project delivered in 2019 in partnership with Icade of three buildings near the new highspeed train station. Covivio will retain one building at 100% in the course of the second half 2020
  • Phoenix hotel portfolio: 32% stake held by Covivio Hotels in a portfolio of 32 Accor Invest hotels in France & Belgium.

Corporate income tax amounted to -€7.3 million, including taxes on sales (-€5.9 million).

1.3.3.16. EPRA Earnings decreased by -12.4% to €192.4 million (-€27.3 million vs H1 2019)

Net income
Group share
Restatements EPRA E.
H1 2020
EPRA E.
H1 2019
Change
NET RENTAL INCOME 268.0 2.7 270.7 296.4 -8.7%
EBITDA from hotel operating activity & flex-office 4.7 0.7 5.4 16.2 -66.7%
Income from other activities (incl. Property development) 7.2 0.3 7.5 8.8 -14.8%
NET REVENUE 279.9 3.7 283.6 321.4 -11.8%
Net operating costs -38.9 - -38.9 -36.8 5.6%
Amortisations of operating assets -19.8 8.4 -11.4 -10.7 6.4%
Net change in provisions and other 2.3 -1.4 0.9 2.2 -58.7%
OPERATING INCOME 223.5 10.7 234.2 276.0 -15.1%
Net income from inventory properties -0.1 0.1 0.0 0.0 n.a
Income from asset disposals -6.2 6.2 0.0 0.0 n.a
Income from value adjustments 142.8 -142.8 0.0 0.0 n.a
Income from disposal of securities -0.1 0.1 0.0 0.0 n.a
Income from changes in scope & other -12.0 12.0 0.0 0.0 n.a
OPERATING RESULT 347.9 -113.6 234.2 276.1 -15.2%
COST OF NET FINANCIAL DEBT -50.8 4.8 -46.0 -53.5 -14.0%
Interest charges linked to finance lease liability -3.3 2.0 -1.3 -1.2 4.7%
Value adjustment on derivatives -66.8 66.8 0.0 0.0 n.a
Discounting of liabilities-receivables and Foreign Exchange
Result
-0.2 - -0.2 -0.8 -75.0%
Early amortisation of borrowings' costs -0.3 0.3 0.0 -0.4 n.a
Share in earnings of affiliates -1.7 8.9 7.1 6.0 18.3%
PRE-TAX NET INCOME 224.8 -31.0 193.8 226.2 -14.3%
Deferred tax -23.4 23.4 0 0.0 n.a
Corporate income tax -7.3 5.9 -1.4 -6.5 -78.3%
NET INCOME FOR THE PERIOD 194.2 -1.7 192.4 219.7 -12.4%
Average number of shares 88,541,092 83,476,180
NET INCOME PER SHARE 2.17 2.63 -17.5%
  • The restatement on Net Revenues (+€3.7 million) concerns the effect of IFRIC 21 on property taxes, amortised over the year rather than fully taken account in the first half of 2020.
  • The restatement of amortisation of operating assets (+€8.4 million) offsets the real estate amortisation of flex-office and hotel operating activities.
  • The restatement of net change in provisions (-€1.4 million) consists of the ground lease expenses linked to the UK leasehold.
  • There was an €4.8 million impact on the cost of debt due to early debt restructuring costs.
  • The interest charges linked to finance lease liabilities relating to the UK leasehold, as per the IAS 40 §25 standard, (€2 million) was cancelled and replaced by the lease expenses paid (-€1.4 million). The lease expenses paid are included in the restatement of Net change in provisions and other.
  • The restatement of corporate income tax (+€5.9 million) is linked to the tax on disposals.

1.3.3.17. EPRA Earnings by activity

Hotels in Hotel Corporate or
non-attributable
(€M) – Group share France
offices
Italy offices
(incl. retail)
German
Residential
German
offices
lease (incl.
retail)
operating
properties
sector (incl.
French resi.)
H1 2020
Net rental income 99.2 55.1 74.7 13.3 28.4 0.0 0.0 270.7
EBITDA from Hotel operating activity
& flex-office
3.3 0.0 0.0 0.0 0.0 2.1 0.0 5.4
Income from other activities
(incl. Property development) 3.8 0.0 0.7 0.3 0.0 0.0 2.8 7.5
NET REVENUE 106.3 55.1 75.4 13.6 28.4 2.1 2.8 283.6
Net operating costs -14.6 -5.8 -12.6 -2.0 -1.2 -0.6 -2.0 -38.9
Amortisation of operating assets -3.4 -0.9 -0.9 -0.4 0.0 -1.6 -4.2 -11.4
Net change in provisions and other 3.8 -0.6 -0.5 -1.0 -1.1 0.6 -0.4 0.9
OPERATING RESULT 92.1 47.8 61.4 10.2 26.1 0.5 -3.8 234.2
Cost of net financial debt -10.8 -8.5 -11.8 -2.0 -9.5 -2.5 -0.9 -46.0
Other financial charges -0.4 0.0 0.0 -0.2 -0.4 -0.4 -0.2 -1.5
Share in earnings of affiliates 6.3 0.0 0.0 0.0 0.9 0.0 0.0 7.1
Corporate income tax 0.1 0.0 -0.4 -0.4 -0.5 -0.2 -0.1 -1.4
EPRA EARNINGS 87.4 39.1 49.3 7.6 16.6 -2.6 -5.0 192.4

1.3.3.18. EPRA Earnings of affiliates

❚ EPRA Earnings of affiliates consolidated under the equity method

(€M) – Group share France Offices Hotels (in lease) H1 2020
Net rental income 7.1 1.6 8.7
Net operating costs -0.3 -0.3 -0.6
Amortisation of operating properties - - -
Cost of net financial debt -0.6 -0.5 -1.1
Corporate income tax - - -
SHARE IN EPRA EARNINGS OF AFFILIATES 6.3 0.9 7.1

1.3.4. Simplified consolidated income statement (at 100%)

(€M) – 100% H1 2019 H1 2020 var. %
Net rental income 443.1 392.9 -50.2 -11.3%
EBITDA from hotel operating activity & flex-office 33.7 6.6 -27.1 n.a
Income from other activities (incl. Property development) 4.6 4.2 -0.4 -9.4%
NET REVENUE 481.5 403.7 -77.8 -16.2%
Net operating costs -53.7 -55.8 -2.1 +3.9%
Amortisation of operating assets -31.8 -31.9 -0.1 n.a
Net change in provisions and other 7.1 6.5 -0.6 n.a
CURRENT OPERATING INCOME 403.0 322.6 -80.4 -20.0%
Net income from inventory properties -3.4 0.1 +3.5 -102.9%
Income from asset disposals -1.4 -6.1 -4.7 +339.2%
Income from value adjustments 588.7 164.8 -423.9 -72.0%
Income from disposal of securities 5.9 -0.1 -6.0 n.a
Income from changes in scope -8.0 -14.2 -6.2 n.a
OPERATING INCOME 984.8 467.0 -517.8 -52.6%
Income from non-consolidated companies 0.0 0.0 0.0 n.a
Cost of net financial debt -101.5 -86.7 +14.8 -14.6%
Interest charge related to finance lease liability -7.0 -7.1 -0.1 n.a
Value adjustment on derivatives -190.1 -98.6 +91.5 n.a
Discounting of liabilities and receivables -0.2 0.0 +0.2 -100.0%
Early amortisation of borrowings' costs -5.9 -0.5 +5.4 -91.5%
Share in earnings of affiliates 3.9 -5.6 -9.5 -244.7%
INCOME BEFORE TAX 682.6 268.6 -414.0 -60.6%
Deferred tax -69.3 -27.3 +42.0 -60.6%
Corporate income tax -15.3 -15.9 -0.6 +4.1%
NET INCOME FOR THE PERIOD 598.0 225.4 -372.6 -62.3%
Non-controlling interests -242.9 -31.1 +211.8 -87.2%

1.3.4.1. -€77.8 million (-16.2%) decrease in net revenue

Net revenue decreased by €77.8 million, mainly due to the decrease in Hotels activity (-€50.3 million).

(€M) – 100% H1 2019 H1 2020 var. %
France Offices 121.3 111.6 -9.7 -8.0%
Italy Offices (incl. Retail) 84.8 73.4 -11.4 -13.4%
German Residential 112.8 116.6 +3.8 +3.4%
German Offices 0.0 19.1 +19.1 n.a
Hotels in Europe (incl. Retail) 122.5 72.2 -50.3 -41.1%
Other (mainly France Residential) 1.8 -1.8 -100.0%
TOTAL NET RENTAL INCOME 443.2 392.9 -50.3 -11.3%
EBITDA from hotel operating activity & flex-office 33.7 6.6 -27.1 -80.4%
Income from other activities 4.6 4.3 -0.3 -7.2%
NET REVENUE 481.5 403.7 -77.8 -16.2%

1.3.5. Simplified consolidated balance sheet (Group share)

(€M) – Group share
Assets
2019 H1 2020 Liabilities 2019 H1 2020
Investment properties 12,973 13,938
Investment properties under development 1,131 1,199
Other fixed assets 949 963
Equity affiliates 257 249
Financial assets 322 387
Deferred tax assets 57 72
Financial instruments 65 79 Shareholders' equity 8,298 8,407
Assets held for sale 239 390 Borrowings 7,842 8,769
Cash 1,155 983 Financial instruments 277 308
Inventory (Trading & Construction activities) 184 176 Deferred tax liabilities 594 665
Other 514 514 Other liabilities 835 803
TOTAL 17,847 18,952 TOTAL 17,847 18,952

1.3.5.1. Investment properties, Properties under development and Other fixed assets

The portfolio (including assets held for sale) at the end of June by operating segment is as follows:

(€M) – Group share 2019 H1 2020 var.
France Offices 5,376 5,448 72
Italy Offices (incl. Retail) 3,041 3,014 -27
German Offices 108 1,234 n.a
German Residential 4,134 4,301 168
Hotels in Europe (incl. Retail) 2,568 2,453 -115
Car parks (and other) 66 40 -26
TOTAL FIXED ASSETS 15,293 16,491 1,198

The increase in France Offices (+€72 million) is mainly due to the investment in development capex (+€86 million) and the change in fair value (+€69 million), partly offset by the disposal of the year for (-€85 million including a mature asset in Greater Paris, Nanterre Respiro).

In Italy Offices, the change (-€27 million) is mainly due to the disposals of the year (-€54 million), the decrease in fair value (-€16 million) due to negative performance on assets outside Milan and non-strategic retail assets, offset by the capex & acquisition of the year (+€44 million).

The increase in German Residential (+€168 million) is mainly due to the change in fair value (+€142 million), the acquisitions, Capex and acquisition (+€38 million), offset by the disposal of the year (-€12 million).

The negative change in the Hotels in Europe portfolio (-€115 million) is mainly driven by the decrease in fair value (-€57 million), the disposal (-€48 million) and the change in foreign currency in the UK portfolio (-€21 million), offset by the Capex (+€16 million).

The change in the Car parks and other activities (-€26 million) is mainly due to sale of the remaining Residential French portfolio.

1.3.5.2. Assets held for sale (included in the total fixed assets above), €390 million at the end of June 2020

Assets held for sale consists of assets for which a preliminary sales agreement has been signed. The breakdown by segment is as follow:

  • 50% offices in France
  • 37% offices in Italy.

1.3.5.3. Total Group shareholders' equity

Shareholders' equity increased from €8,298 million at the end of 2019 to €8,407 million at 30 June 2020, i.e. an increase of €109 million, mainly due to:

  • income for the period: +€194 million
  • the impact of the dividend distribution: -€418 million
  • capital increase through the scrip dividend option chosen by 82% of the shareholders: +€343 million
  • other movements including the change linked to own shares and the conversion reserve -€10 million.

1.3.5.4. Deferred tax liabilities

Net deferred taxes represent €593 million in liabilities versus €537 million on 31 December 2019. This €56 million increase is mainly due to acquisition of new entities in German Offices The issuance of 7,268,146 new shares was related to the payment of the dividend payment option in shares, chosen by 82% of shareholders (7,185,223), and the free share plan (82,923).

(+€37 million) and the growth of appraisal values in Germany (+€25 million), partly offset by the change in fair value in Hotels activity (-€9 million).

1.3.6. Simplified consolidated balance sheet (at 100%)

(€M) – 100% Assets 2019 H1 2020 Liabilities 2019 H1 2020
Investment properties 19,504 20,603
Investment properties under development 1,334 1,439
Other fixed assets 1,656 1,669
Equity affiliates 374 359
Financial assets 259 324 Shareholders' equity 8,298 8,407
Deferred tax assets 62 80 Non-controlling interests 4,061 4,093
Financial instruments 78 102 Shareholders' equity 12,358 12,500
Assets held for sale 324 462 Borrowings 10,891 11,941
Cash 1,302 1,165 Financial instruments 362 426
Inventory (Trading & Construction activity) 233 229 Deferred tax liabilities 984 1,067
Other 594 613 Other liabilities 1,124 1,111
TOTAL 25,720 27,045 TOTAL 25,720 27,045

1.4. FINANCIAL RESOURCES

Summary of the financial activity

Covivio is rated BBB+ stable outlook by S&P. After the annual review, S&P confirmed the rating in early May.

At end-June 2020, the Loan-to-Value ratio of Covivio stood at 41.1% close to its 40% policy, well under control thanks to active asset rotation and financial discipline with a capital increase (scrip dividend). Main effects on LTV:

  • acquisition realised in German offices this semester (€1.1 billion Group share) and continued investment in the development pipeline (€162 million)
  • €400 million of disposals signed this semester with 15% margin above appraisal values. Further disposals are expected in the second semester with a target of >€600 million Group share for 2020.
  • the success of the dividend payment in shares, chosen by 82% of shareholders (€343 million capital increase).

The liquidity position is also strong, with €2.0 billion available at end-June on COVIVIO SA, including €1.4 billion of undrawn credit lines and €0.6 billion of cash.

To further improve its financial profile, Covivio issued a €500 million bond in May with a 10 years maturity, dedicated to refinance short term maturities. It was issued with a 1.625% coupon and was close to 5 times oversubscribed.

1.4.1. Main debt characteristics

Group share
2019
H1 2020
Net debt, Group share (€M)
6,688
7,786
Average annual rate of debt
1.55%
1.31%
Average maturity of debt (in years)
6.1
6.1
Debt active hedging spot rate
84%
82%
Average maturity of hedging
7.7
7.3
LTV Including Duties
38.3%
41.1%
ICR
5.73
6.10

1.4.2. Debt by type

Covivio's net debt stands at €7.8 billion in Group share at end June-2020 (€10.8 billion on a consolidated basis), €1.2 million higher compared to end-2019 due to the acquisition of the German office portfolio.

As regards the commitments attributable to the Group, the share of corporate debts (bonds and loans) remained stable at 54% at end-June 2020 compared to end-2019. Additionally, Covivio had €1.3 billion in commercial paper outstanding at 30 June 2020.

❚ Group share commitments by type

❚ Group share commitments by company

1.4.3. Debt maturity

The average maturity of Covivio's debt remained relatively stable at 6.1 years at end-June 2020 (excluding commercial paper). Until 2024, there is no major maturity that has not already been covered or is already under renegotiation.

The next biggest maturities occur in 2024 and are mainly composed of a bond of €300 million (issue in 2017 with a coupon rate of 1.625%) and a mortgage debt of €285 million Group share linked to the Telecom Italia portfolio.

❚ Debt amortisation schedule by company € million (Group share)

1.4.4. Hedging profile

At end-June 2020, the hedging management policy remained unchanged, with debt hedged at 90% on average over the year, at least 75% of which through short term hedges, and all of which with maturities equivalent to or exceeding the debt maturity.

Based on net debt at 30 June 2020, Covivio is hedged at 82% with an average term of the hedges of 7.3 years Group share.

❚ Hedging maturities € billion, Group share

1.4.5. Average interest rate on the debt and sensitivity

The average interest rate on Covivio's debt decreased significantly by 24 bps at 1.31% in Group share. For information purposes, an increase of 25 basis points in the three-month Euribor rate would have a negative impact of 0.6% on the EPRA Earnings.

1.4.5.1. Financial structure

Excluding debts raised without recourse to the Group's property companies, the debts of Covivio and its subsidiaries generally include bank covenants (ICR and LTV) applying to the borrower's consolidated financial statements. If these covenants are breached, early debt repayment may be triggered. These covenants are established on a Group share basis for Covivio and on a consolidated or Group share basis depending on the debt anteriority for Covivio Hotels and the other subsidiaries of Covivio (if their debt includes them).

  • The most restrictive consolidated LTV covenants amounted, at 31 December 2019, to 60% for Covivio and Covivio Hotels.
  • The most restrictive ICR consolidated covenants applicable to the REITs are as follows:
    • for Covivio: 200%
    • for Covivio Hotels: 200%.

With respect to Covivio Immobilien (German Residential), for which almost all of the debt raised is "non-recourse" debt, portfolio financings do not contain any consolidated covenants.

Lastly, with respect to Covivio, some corporate credit facilities are subject to the following ratios:

Ratio Covenant H1 2020
LTV 60.0% 44.5%(1)
ICR 200% 610%
Secured debt ratio 25.0% 4.6%

(1) Excluding duties and sales agreements.

All covenants were fully complied with at end June-2019. No loan has an accelerated payment clause contingent on Covivio's rating, which is currently BBB+, Stable outlook (S&P rating).

❚ Detail of Loan-to-Value calculation (LTV)

Net book debt
6,688
7,786
Receivables linked to associates (full consolidated)
-132
-141
Receivables on disposals
-239
-400
Security deposits received
-82
-122
Purchase debt
75
97
NET DEBT
6,310
7,220
Appraised value of real estate assets (Including Duties)
16,319
17,586
Preliminary sale agreements
-239
-400
Financial assets
27
33
Receivables linked to associates (equity method)
111
113
Share of equity affiliates
257
249
Value of assets
16,474
17,581
LTV EXCLUDING DUTIES
40.3%
43.2%
LTV INCLUDING DUTIES
38.3%
41.1%
(€M) – Group share 2019 H1 2020

1.4.6. Reconciliation with consolidated accounts

1.4.6.1. Net debt

(€M) Consolidated
accounts
Minority
interests
Group share
Bank debt 11,941 -3,172 8,769
Cash and cash-equivalents 1,165 -182 983
NET DEBT 10,776 -2,989 7,786

1.4.6.2. Portfolio

(€M) Consolidated
accounts
Portfolio of
companies
under equity
method
Fair value of
operating
properties
Fair value
of trading
activities
Right of use
of Investment
properties
Minority
interests
Group share
Investment & development
properties
22,061 1,274 1,767 - -210 -8,383 16,509
Assets held for sale 459 -71 388
TOTAL PORTFOLIO 22,520 1,274 1,767 - -210 -8,454 16,897

1.4.6.3. Interest Coverage Ratio

Consolidated
accounts
Minority
interests
Group share
EBITDA (Net rents (-) operating expenses (+) results of other activities) 350.5 -101.0 249.6
Cost of debt 71.5 -30.6 40.9
ICR 6.10

1.5. EPRA REPORTING

1.5.1. Change in net rental income (Group share)

Developments
(deliveries &
vacating for
Indexation,
asset
management
Rent provisions &
(€M) H1 2019 Acquisitions Disposals redevelopment) & occupancy other effects H1 2020
France Offices (incl. Retail) 106 0 -6 0 1 -5 97
Italy Offices (incl. retail) 65 0 -10 1 1 -3 55
German Residential 72 1 -1 0 2 0 75
German Offices 13 0 0 0 0 13
Hotels in Europe (incl.
Retail & excl. EBITDA from
operating properties)
48 1 -2 1 -18 -2 28
Other (France Residential) 2 - -2 - - - 0
TOTAL 293.8 15.3 -20.7 2.0 -13.5 -8.5 268.3

❚ Reconciliation with financial data

(€M) H1 2020
Total from the table of changes in Net rental Income (GS) 268
Adjustments -
TOTAL NET RENTAL INCOME (FINANCIAL DATA § 1.3.3) 268
Minority interests 125
TOTAL NET RENTAL INCOME (FINANCIAL DATA § 1.3.4) 393

1.5.2. Investment assets – Information on leases

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 incentives.

Vacancy rate at end of period:

Market rental value on vacant assets

Contractual annualised rents on occupied assets + Market rental value on vacant assets

EPRA vacancy rate at end of period:

Market rental value on vacant assets

Market rental value on occupied and vacant assets

(€M) – Group share Gross rental
income (€M)
Net rental
income (€M)
Annualised
rents (€M)
Surface (m2
)
Average
rent (€/m2
)
Vacancy
rate (%)
EPRA
vacancy
rate (%)
France Offices 106 97 238 1,627,140 178 95.8% 95.8%
Italy Offices (incl. retail) 68 55 146 1,486,403 125 97.7% 97.8%
German Residential 82 75 160 2,800,127 89 98.4% 98.4%
German Offices 15 13 45 458,287 122 79.0% 79.0%
Hotels in Europe (incl. Retail & excl. EBITDA
from operating properties)
30 28 129 n.a n.a 0.0% 0.0%
TOTAL 301 268 719 6,373,574 113 96.1% 96.1%

Average metric rents are computed on total surfaces, including land banks and vacancy on development projects.

1.5.3. Investment assets - Asset values

Change in
fair value
(€M) – Group share Market value over the year Duties EPRA NIY
France Offices 5,857 69 290 4.1%
Italy Offices (incl. Retail) 3,010 -16 101 3.8%
German Residential 4,123 142 299 3.3%
German Offices 1,381 5 67 2.6%
Hotels in Europe (incl. Retail) 2,461 -58 113 5.0%
Other (France Resi. and car parks) 53 0 0 n.a
TOTAL 2019 16,885 143 869 3.8%

The EPRA net initial yield is the ratio of:

EPRA NIY = Annualised rental income after deduction of outstanding benefits granted to tenants (rent-free periods, rent ceilings) - unrecovered property charges for the year

Value of the portfolio including duties

❚ Reconciliation with IFRS statements

(€M) H1 2020
Total portfolio value (Group share, market value) 16,885
Fair value of the operating properties -984
Fair value of companies under equity method -421
Right of use on investment assets 96
Fair value of car parks facilities -49
INVESTMENT ASSETS GROUP SHARE(1) (FINANCIAL DATA§ 1.3.5) 15,527
Minority interests 6,977
INVESTMENT ASSETS 100%(1) (FINANCIAL DATA§ 1.3.5) 22,504

(1) Fixed assets + Developments assets + asset held for sale.

1.5.4. Information on leases

Firm residual
lease term
(years)
Residual
lease term
Lease expiration by date of 1st exit option Annualised rental income of
leases expiring
(years) N+1 N+2 N+3 to 5 Beyond Total (€M) Section
France Offices 4.5 5.4 8% 14% 33% 44% 238 2.A.6
Italy Offices (incl. retail) 6.9 7.3 10% 8% 20% 62% 146 2.B.6
Germany Offices 5.1 6.0 16% 11% 40% 33% 45 2.C.6
Hotels in Europe (incl. retail) 14.5 16.0 0% 1% 8% 90% 100 2.E.6
Others (German Residential,
Hotels Ebitda, others)
n.a n.a n.a n.a n.a n.a 191 n.a
TOTAL(1) 7.1 8.0 6% 7% 19% 42% 721

(1) Percentage of lease expiries on total revenues.

1.5.5. EPRA Net Initial Yield

The data below shows detailed yield rates for the Group and the transition from the EPRA topped-up yield rate to Covivio's yield rate.

• EPRA topped-up net initial yield is the ratio of:

EPRA Topped-up NIY = Annualised rental income after expiration of outstanding benefits granted to tenants (rent-free periods, rent ceilings) - unrecovered property charges for the year

Value of the portfolio including duties

• EPRA net initial yield is the ratio of:

EPRA NIY = Annualised rental income after deduction of outstanding benefits granted to tenants (rent-free periods, rent ceilings) - unrecovered property charges for the year

Value of the portfolio including duties
-- -- -- ----------------------------------------- --
(€M) – Group share Excluding French Residential
and car parks
Total 2019 France
Offices
Italy Offices
(incl. Retail)
German
Residential
German
Offices
Hotels in
Europe
(incl. Retail)
Total
H1 2020
Investment, saleable and operating
properties 15,638 5,857 3,010 4,123 1,381 2,461 16,885
Restatement of assets under development -1,055 -841 -281 - -82 -2 -1,206
Restatement of undeveloped land and
other assets under development
-320 -234 -57 - - -26 -316
Duties 805 290 101 299 67 113 869
Value of assets including duties (1) 15,068 5,073 2,773 4,422 1,365 2,546 16,231
Gross annualised IFRS revenues 671 219 131 160 41 131 682
Irrecoverable property charge -54 -13 -25 -14 -5 -4 -62
Annualised net revenues (2) 618 206 106 146 36 127 620
Rent charges upon expiration of rent free
periods or other reductions in rental rates
24 19 15 - 4 - 39
Annualised topped-up net revenues (3) 642 225 121 146 40 127 659
EPRA NET INITIAL YIELD (2)/(1) 4.1% 4.1% 3.8% 3.3% 2.6% 5.0% 3.8%
EPRA "TOPPED-UP" NET INITIAL YIELD (3)/(1) 4.3% 4.4% 4.4% 3.3% 3.0% 5.0% 4.1%
Transition from EPRA topped-up NIY
to Covivio yield
Impact of adjustments of EPRA rents 0.4% 0.3% 0.9% 0.3% 0.4% 0.2% 0.4%
Impact of restatement of duties 0.3% 0.3% 0.2% 0.3% 0.2% 0.2% 0.3%
COVIVIO REPORTED YIELD RATE 4.9% 5.0% 5.5% 3.9% 3.5% 5.4% 4.7%

1.5.6. EPRA cost ratio

(€M) – Group share H1 2019 H1 2020
Cost of other activities and fair value -11.5 -13.5
Expenses on properties -14.9 -9.7
Net losses on unrecoverable receivables -3.0 -7.0
Other expenses -2.1 -1.7
Overhead -48.7 -49.1
Amortisation, impairment and net provisions 2.2 1.0
Income covering overheads 14.4 12.4
Cost of other activities and fair value -4.2 -3.4
Property expenses 0.2 0.2
EPRA costs (including vacancy costs) (A) -67.5 -70.8
Vacancy cost 5.7 5.6
EPRA costs (excluding vacancy costs) (B) -61.8 -65.3
Gross rental income less property expenses 325.6 300.7
EBITDA from hotel operating properties & coworking, income from other activities and fair value 32.5 21.9
Gross rental income (C) 358.2 322.6
EPRA COSTS RATIO (INCLUDING VACANCY COSTS) (A/C) -18.8% -22.0%
EPRA COSTS RATIO (EXCLUDING VACANCY COSTS) (B/C) -17.3% -20.2%

The Epra cost ratio is increasing due to the decrease of revenue in hotels and the integration of the German offices portfolio (with the acquisition of Godewind), of which the occupancy rate stands at 79% at end-June 2020.

The calculation of the EPRA cost ratio excludes car parks activities.

1.5.7. EPRA Earnings: €192.4 million in H1 2020

(€M) H1 2019 H1 2020
Net income Group share (Financial data §1.3.3) 355.1 194.2
Change in asset values -371.9 -142.8
Income from disposal 1.8 6.4
Acquisition costs for shares of consolidated companies 3.9 12.0
Changes in the value of financial instruments 147.3 66.8
Interest charges related to finance lease liabilities 1.9 2.0
Rental costs (leasehold > 100 years) -1.3 -1.4
Deferred tax liabilities 47.6 23.4
Taxes on disposals 2.4 5.9
Adjustment to amortisation 8.8 8.4
Adjustments from early repayments of financial instruments 14.9 5.1
Adjustment IFRIC 21 3.8 3.7
EPRA Earnings adjustments for associates 5.3 8.9
EPRA EARNINGS 219.7 192.4
EPRA EARNINGS IN €/SHARE 2.63 2.17

1.5.8. EPRA NAV and EPRA NNNAV

2019 H1 2020 Var. Var. (%)
EPRA NAV (€M) 9,256 9,444 188 +2.0%
EPRA NAV/share (€) 105.8 99.8 -6.0 -5.7%
EPRA NNNAV (€M) 8,375 8,423 49 +0.6%
EPRA NNNAV/share (€) 95.7 89.0 -6.7 -7.0%
Number of shares 87,499,953 94,662,951 7,162,998 +8.2%

❚ Evolution of EPRA NAV

M€
Shareholders' equity 8,406.9
Fair value assessment of operating properties 86.4
Fair value assessment of car parks facilities 26.4
Fair value assessment of hotel operating properties 30.6
Fair value assessment of fixed-rate debts -171.7
Restatement of value Excluding Duties on some assets 44.9
EPRA NNNAV 8,423.5
Financial instruments and fixed-rate debt 404.6
Deferred tax liabilities 616.2
ORNANE 0.0
EPRA NAV 9,444.3
IFRS NAV 8,406.9

1.5.8.1. Reconciliation between shareholder's equity and EPRA NAV

Valuations are carried out in accordance with the Code of conduct applicable to SIICs and the Charter of property valuation expertise, the recommendations of the COB/CNCC working group chaired by Mr Barthès de Ruyter and the international plan in accordance with the standards of the International Valuation Standards Council (IVSC) and those of the Red Book of the Royal Institution of Chartered Surveyors (RICS).

The real estate portfolio held directly by the Group was valued on 30 June 2020 by independent real estate experts such as Cushman, REAG, CBRE, HVS, JLL, BNPP Real Estate, MKG and CFE. This did not include:

  • assets on which the sale has been agreed, which are valued at their agreed sale price
  • assets owned for less than 75 days, for which the acquisition value is deemed to be the market value.

Assets were estimated at values excluding and/or including duties, and rents at market value. Estimates were made using the comparative method, the rent capitalisation method and the discounted future cash flow method.

Car parks were valued by capitalising the gross operating surplus generated by the business.

Other assets and liabilities were valued using the principles of the IFRS standards on consolidated financial statements. The application of the fair value essentially concerns the valuation of the debt coverages and the ORNANES.

For companies co-owned with other investors, only the Group share was taken into account.

1.5.9. New EPRA NAV metrics

According to Epra Best Practices Recommendations, Covivio Group presents new Net Assets Value metrics that will replace EPRA NAV and NNNAV in the publication of the 2020 full year results, in early 2021:

  • the EPRA net Reinstatement Value: assumes that entities never sell assets and aims to represent the value required to rebuild the entity, including duties
  • the EPRA Net tangible Assets: assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

For this purpose the Group uses the following method:

1.5.8.2. Fair value assessment of operating properties

In accordance with IFRS, operating properties are valued at historical cost. To take into account the appraisal value, a €86.4 million value adjustment was recognised in EPRA NNNAV.

1.5.8.3. Fair value adjustment for the car parks

Car parks are valued at historical cost in the consolidated financial statements. NAV is restated to take into account the appraisal value of these assets net of tax. The impact on EPRA NNNAV was €26.4 million on the 30 June 2020.

1.5.8.4. Fair value adjustment for own occupied buildings and operating hotel properties

In accordance with IAS 40, owner-occupied buildings and operating hotel properties are not recognised at fair value in the consolidated financial statements. In line with EPRA principles, EPRA NNNAV was adjusted for the difference resulting from the fair value appraisal of the assets for €30.6 million. The market value of these assets is determined by independent experts.

1.5.8.5. Fair value adjustment for fixed- rate debts

The Group has taken out fixed-rate loans (secured bond and private placement). In accordance with EPRA principles, EPRA NNNAV was adjusted for the fair value of fixed-rate debt. The impact was -€171,7 million at 30 June 2020.

1.5.8.6. Recalculation of the base cost excluding duties of certain assets

When a company, rather than the asset that it holds, can be sold, transfer duties are re-calculated based on the company's net asset value (NAV). The difference between these re-calculated duties and the transfer duties already deducted from the value had an impact of €44.9 million at 30 June 2020.

  • offices: takes into account 50% of deferred tax considering the regular asset rotation policy
  • hotels: takes into account deferred tax on the non-core part of the portfolio, expected to be sold within the next few years
  • residential: includes the deferred tax linked to the building classified as Assets available held for sale, considering the low level of asset rotation in this activity
  • the EPRA Net Disposal Value: represents the shareholder's value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax.
H1 2020
EPRA NRV (€M) 10,268
EPRA NRV/share (€) 108.5
EPRA NTA (€M) 9,317
EPRA NTA/share (€) 98.4
EPRA NDV (€M) 8,319
EPRA NDV/share (€) 87.9
Number of shares 94,662,951

1 Financial indicators of the main activities 2020 FIRST-HALF FINANCIAL REPORT

€M €/share
SHAREHOLDERS' EQUITY 8,407
Fair value assessment of operating properties 143
Duties 869
Financial instruments and ORNANE 233
Deferred tax liabilities 616
EPRA NRV 10,268 108.5
Restatement of value Excluding Duties on some assets -825
Goodwill and intangible assets -82
Deferred tax liabilities -44
EPRA NTA 9,317 98.4
Optimisation of duties -44
Intangible assets 23
Fixed-rate debts -172
Financial instruments and ORNANE -233
Deferred tax liabilities -572
EPRA NDV 8,319 87.9

1.5.10. EPRA performance indicator reference table

EPRA information Section In % Amount in € Amount in €/share
EPRA Earnings 1.5.8 - €192 M 2.17 €/share
EPRA NAV 1.5.9 - €9,444 M 99.8 €/share
EPRA NNNAV 1.5.9 - €8,423 M 89.0 €/share
EPRA NAV/IFRS NAV reconciliation 1.5.9 - - -
EPRA net initial yield 1.5.6 3.8% - -
EPRA topped-up net initial yield 1.5.6 4.1% - -
EPRA vacancy rate at year-end 1.5.2 96.1% - -
EPRA costs ratio (including vacancy costs) 1.5.7 -22.0% - -
EPRA costs ratio (excluding vacancy costs) 1.5.7 -20.2% - -
EPRA indicators of main subsidiaries 1.5.2 & 1.5.6 - - -

1.6. FINANCIAL INDICATORS OF THE MAIN ACTIVITIES

Covivio Hotels Covivio Immobilien
2019 H1 2020 Var. (%) 2019 H1 2020 Var. (%)
EPRA Earnings - Half year (M€) 101.2 32.3 -68.1% 67.8 72.8 +7.4%
EPRA NAV (€M) 3,816 3,607 -5.5% 3,744 3,913 +4.5%
EPRA NNNAV (€M) 3,401 3,202 -5.9% 3,078 3,181 +3.3%
EPRA NRV n.a 3,815 n.a n.a 4,349 n.a
EPRA NTA n.a 3,430 n.a n.a 3,193 n.a
EPRA NDV n.a 3,013 n.a n.a 3,181 n.a
% of capital held by Covivio 43.2% 43.3% +0.1 pts 61.7% 61.7% +0.0 pts
LTV Including Duties 34.9% 35.6% +0.7 pts 35.0% 35.7% +0.7 pts
ICR 5.1 2.6 -247 bps 5.2 5.5 +30 bps

COVIVIO'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020

2.1. Condensed consolidated
financial statements
at
30
June
2020
62
2.1.1. Statement of financial position 62
2.1.2. Statement of net income 64
2.1.3. Statement of comprehensive income 65
2.1.4. Statement of changes in shareholders'
equity
66
2.1.5. Statement of cash flows 68
2.2. Notes to the condensed
consolidated financial statements
70
2.2.1. General principles 70
2.2.2. Financial risk management 71
2.2.3. Scope of consolidation 74
2.2.4. Significant events during the period 85
2.2.5. Notes to the statement of financial position 87
2.2.6. Notes to the statement of net income 110
2.2.7. Other information 115
2.2.8. Segment reporting 117
2.2.9. Subsequent events 123
2.3. Risk factors
123
2.3.1. Risks related to the environment in which
Covivio operates
123
2.3.2. Risks related to information systems
and cyber-crime
123
2.3.3. Risks related to changes in regulations 123
2.3.4. Risks related to Covivio's real estate assets 123
2.3.5. Risks related to Covivio's growth 124
2.3.6. Risks related to interest rates and liquidity
124
2.3.7. Risks related to failure to attract
and retain talent 124

2.3.8. Risks related to image and reputation 124

2.1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020

2.1.1. Statement of financial position

❚ Assets

(€K) Note 2.2.5 30/06/2020 31/12/2019
Intangible assets 1.2
Goodwill 140,719 143,286
Other intangible fixed assets 23,806 23,471
Tangible fixed assets 1.2
Operating properties 1,411,875 1,409,707
Other tangible fixed assets 41,669 41,855
Fixed assets in progress 50,787 37,880
Investment properties 1.3 22,042,333 20,837,882
Non-current financial Assets 2.2 323,632 259,060
Investments in equity affiliates 3.2 359,335 374,316
Deferred tax assets 4 80,276 61,932
Long-term derivative instruments 11.5 76,362 51,381
Total non-current assets 24,550,794 23,240,770
Assets held for sale 1.3 462,029 324,292
Loans and receivables 5 8,245 27,752
Inventories and work-in-progress 6.2 228,817 232,548
Short-term derivative instruments 11.5 25,470 26,105
Trade receivables 7 399,610 376,730
Tax receivables 12,387 9,195
Other receivables 8 178,919 175,317
Prepaid expenses 13,541 4,970
Cash and cash equivalents 9 1,165,395 1,302,084
Total current assets 2,494,412 2,478,993
TOTAL ASSETS 27,045,206 25,719,763

❚ Liabilities and shareholders' equity

(€K)
Note 2.2.5
30/06/2020 31/12/2019
Capital 283,464 261,660
Share premium account 4,140,460 3,882,299
Treasury shares -15,878 -15,255
Consolidated reserves 3,804,555 3,421,956
Net income 194,264 746,987
Total shareholders' equity, Group share 10
8,406,865
8,297,647
Non-controlling interests 4,092,964 4,060,698
Total shareholders' equity 12,499,829 12,358,344
Long-term borrowings 11.2
9,879,116
9,071,820
Long-term rental liabilities 11.6
264,473
255,295
Long-term derivative instruments 11.5
362,778
287,319
Deferred tax payables 4
1,067,186
983,566
Staff termination benefits
12.2
56,658 56,364
Other long-term liabilities 19,385 19,433
Total non-current liabilities 11,649,597 10,673,797
Liabilities held for sale 0 0
Trade payables 152,275 140,670
Trade payables on fixed assets 104,861 88,142
Short-term borrowings 11.2
2,061,924
1,815,746
Short-term rental liabilities 11.6
13,919
13,797
Short-term derivative instruments 11.5
63,179
78,523
Security deposits 6,314 5,483
Advances and pre-payments received 236,087 200,336
Short-term provisions
12.2
15,908 17,445
Current taxes 35,298 41,054
Other short-term liabilities 13
153,702
211,837
Pre-booked income 52,313 74,590
Total current liabilities 2,895,781 2,687,622
TOTAL LIABILITIES 27,045,206 25,719,763

2.1.2. Statement of net income

(€K) Note 2.2 30/06/2020 30/06/2019
Rental income 6.2.1 435,213 482,167
Unrecovered property operating costs 6.2.2 -19,949 -21,817
Expenses on properties 6.2.2 -13,693 -13,909
Net losses on unrecoverable receivable 6.2.2 -8,705 -3,295
Net rental income 392,866 443,146
Revenues from hotel operating activity and Flex Office 52,391 117,038
Expenses of hotel operating activity & Flex Office -45,778 -83,330
EBITDA from hotel operating activity & Flex Office 6.2.3 6,613 33,708
Income from other activities 6.2.3 4,241 4,635
Management and administration income 10,227 10,957
Business expenses -2,302 -3,080
Overheads -63,001 -61,081
Development costs (not capitalised) -691 -504
Net operating costs 6.2.4 -55,766 -53,707
Depreciation of operating assets 6.2.5 -31,872 -31,841
Net change in provision and other 6.2.5 6,481 7,090
OPERATING INCOME 322,563 403,030
Net income from inventory properties 56 -3,425
Income from asset disposals 6.3 -6,141 -1,389
Income from value adjustments 6.4 164,811 588,732
Income from disposal of securities -68 5,889
Income from changes in scope & other 6.5 -14,216 -8,005
OPERATING RESULT 467,006 984,832
Cost of net financial debt(1)(2) 6.6 -86,688 -101,512
The interest cost for rental liabilities 5.11.6 -7,060 -6,971
Value adjustment on derivatives 6.7 -98,553 -190,126
Discounting and foreign exchange gains or losses(2) 6.7 -25 -1,626
Exceptional amortisation of loan issue costs(1) 6.7 -489 -5,899
Share in earnings of affiliates 5.3.2 -5,639 3,869
PRE-TAX NET INCOME 268,556 682,569
Deferred tax liabilities 6.8.2 -27,278 -69,349
Corporate income tax 6.8.2 -15,905 -15,269
NET INCOME FOR THE PERIOD 225,373 597,951
Net income from non-controlling interests -31,110 -242,852
NET INCOME FOR THE PERIOD – GROUP SHARE 194,264 355,098
Group net earnings per share (€) 7.2 2.19 4.25
Group diluted net earnings per share (€) 7.2 2.10 4.17

(1) -€7,286 thousand in regular amortisation of loan issue costs included in the item Amortisation of loan issue costs as at 30 June 2019 is now included in the line Cost of net financial debt (-€7,357 thousand at 30 June 2020). The item Amortisation of loan issue costs has been renamed Exceptional amortisation of loan issue costs.

(2) Foreign exchange gains and losses included in the item Cost of net financial debt at 30 June 2019 for a net amount of -€1,453 thousand are now included in the line Discounting and foreign exchange gains or losses (+€328 thousand at 30 June 2020).

2.1.3. Statement of comprehensive income

(€K) 30/06/2020 30/06/2019
NET INCOME FOR THE PERIOD 225,373 597,951
Other items in the comprehensive income statement recognised directly in shareholders' equity and:
Destined for subsequent reclassification in the "Net income" section of the income statement
Actuarial differences on employee benefits 0 0
Currency translation differences -5,984 7,235
Effective portion of gains or losses on hedging instruments -3,472 869
Tax on other items of comprehensive income 0 0
Not destined for subsequent reclassification in the "Net income" section 0 0
Other items of comprehensive income -9,456 8,104
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 215,918 606,055
Total comprehensive income attributable
To the owners of the parent company 191,426 364,630
To non-controlling interests 24,492 241,424
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 215,918 606,055
Group net earnings per share 2.16 4.37
Group diluted net earnings per share 2.07 4.28

2.1.4. Statement of changes in shareholders' equity

The Covivio share capital was 94,488,052 shares issued and fully paid up each with a par value of €3, i.e. €283.5 million at 30 June 2020. Covivio holds 282,828 treasury shares.

(€K) Capital Share
premium
account
Treasury
shares
Reserves
and
retained
earnings
Gains and
losses
recognised
directly in
shareholders'
equity
Total
shareholders'
equity,
Group share
Non-controlling interests Total equity
Position at 31 December 2018 248,709 3,553,687 -18,628 3,804,781 -27,103 7,561,446 3,796,969 11,358,414
Dividends distribution -382,076 -382,076 -166,675 -548,751
Capital increase 12,551 330,452 343,003 343,003
Allocation to the legal reserve -1,256 1,256 0 0
Others 165 -165 4,011 -460 3,551 3,551
Total comprehensive income for the period 355,098 9,532 364,630 241,424 606,054
Of which actuarial gains and losses
on retirement benefits
0 0
Of which currency transaction gains
and losses
3,095 3,095 4,140 7,235
Of which effective portion of gains
or losses on hedging instruments
6,437 6,437 -5,568 869
Of which net income (loss) 355,098 355,098 242,852 597,950
Impact of change in shareholding/Capital
increase
3,913 3,913 -31,534 -27,621
Shared-based payments 3,927 3,927 3,927
Position at 30 June 2019 261,425 3,882,718 -14,617 3,786,439 -17,571 7,898,394 3,840,184 11,738,577
Dividends distribution 0 -80,993 -80,993
Capital increase -184 -184 -184
Allocation to the legal reserve 0 0
Others 235 -235 -638 -3,293 -3,931 76 -3,855
Total comprehensive income for the period 391,889 5,533 397,422 271,653 669,075
Of which actuarial gains and losses
on retirement benefits
0 0
Of which currency transaction gains
and losses
2,408 2,408 -1,354 1,054
Of which effective portion of gains
or losses on hedging instruments
3,125 3,125 1,031 4,156
Of which net income (loss) 391,889 391,889 271,976 663,865
Impact of change in shareholding/
Capital increase
1,743 1,743 29,778 31,521
Shared-based payments 4,202 4,202 4,202
Position at 31 December 2019 261,660 3,882,299 -15,255 4,180,980 -12,038 8,297,647 4,060,698 12,358,344
Dividends distribution -61,151 -356,366 -417,517 -53,892 -471,409
Capital increase 21,555 321,717 343,272 -17,332 325,940
Allocation to the legal reserve 249 -2,405 2,156 0 0
Others -623 -10,808 -11,431 -568 -11,999
Total comprehensive income for the period 194,264 -2,838 191,426 24,492 215,918
Of which actuarial gains and losses
on retirement benefits
0 0
Of which currency transaction gains
and losses
-1,067 -1,067 -4,917 -5,984
Of which effective portion of gains
or losses on hedging instruments
-1,771 -1,771 -1,701 -3,472
Of which net income (loss) 194,264 194,264 31,110 225,374
Impact of change in shareholding/
Capital increase
-727 -727 79,566 78,839
Shared-based payments 4,196 4,196 4,196
POSITION AT 30 JUNE 2020 283,464 4,140,460 -15,878 4,013,695 -14,876 8,406,865 4,092,964 12,499,829

During the 1st half of 2020, Covivio increased its share capital by €343 million through the issue of 7,185,223 shares following the payment of the dividend in shares and the allocation of 82,923 vested free shares.

The dividend of €417 million was paid as €343 million in shares and €74 million in cash and was taken from the premiums and the 2019 net income and retained earnings.

Reserves correspond to parent company retained earnings and reserves, together with reserves from consolidation.

The line Other mainly includes movements in treasury shares for the period (-€11.4 million).

❚ Changes in the number of shares during the period

Transaction Shares issued Treasury shares Shares
outstanding
Number of shares at 31 December 2019 87,219,906 174,557 87,045,349
Capital increase – delivery of free share plan 82,923
Capital increase – dividend in shares 7,185,223
Treasury shares – liquidity agreement 47,448
Treasury shares – employee award 60,823
NUMBER OF SHARES AT 30 JUNE 2020 94,488,052 282,828 94,205,224

The change in non-controlling interests (+€32.3 million) was mainly due to the consolidation of Covivio Office (formerly Godewind Immobilien), in which the company holds an 89.26% stake (+€81.3 million), income for the period attributable to non-controlling interests (+€24.5 million), the OPCI B2 capital reduction (-€17.3 million) and distributions during the period (-€53.9 million).

2.1.5. Statement of cash flows

(€K) Note 30/06/2020 31/12/2019 30/06/2019
Net consolidated result (including minority interests) 225,373 1,261,815 597,951
Net depreciation and amortisation charges and provisions(1)
(excluding those related to current assets)
33,537 73,176 39,000
Unrealised gains and losses relating to changes in fair value 2.2.5.11.5 & 2.2.6.4 -66,256 -807,278 -398,447
Income and expenses calculated on stock options
and related share-based payments
2,150 9,701 4,839
Other calculated income and expenses -13,355 17,100 9,798
Gains or losses on disposals 4,485 -8,810 -6,868
Gains or losses from dilution – accretion 0 0 0
Share of income from companies accounted for under the equity method 5,639 -29,301 -3,869
Dividends (non-consolidated securities) 0
Internal financing capacity after cost of debt and taxes 191,574 516,402 242,403
Cost of net financial debt 2.2.6.6 & 2.2.6.7 86,063 209,772 102,650
Income tax expense (including deferred taxes) 2.2.6.8.2 43,183 137,635 84,618
Internal financing capacity before cost of debt and taxes 320,819 863,810 429,671
Taxes paid -26,905 -14,496 -3,820
Change in working capital requirements on continuing operations
(including employee benefits liabilities)
2.2.5.7.2 -101,967 -75,876 -22,617
Net cash-flow generated by operating activities 191,947 773,438 403,235
Impact of changes in the scope(2) -620,377 -246,910 -65,314
Disbursements related to acquisition of tangible and intangible fixed assets 2.2.5.1.2 -230,091 -674,244 -282,896
Proceeds relating to the disposal of tangible and intangible fixed assets 2.2.5.1.2 254,767 1,198,601 491,521
Disbursements relating to acquisition of financial assets
(non-consolidated securities)
-240 -2,684 -974
Proceeds relating to the disposal of financial assets (non-consolidated securities) 4 5,085 4,543
Dividends received (companies accounted for under the equity method,
non-consolidated securities)
8,967 15,066 13,724
Change in loans and advances granted -2,658 -54,528 -1,075
Investment grants received 0 0 0
Other cash flow from investment activities 307 3,220 2,812
Net cash-flow from investment activities -589,320 243,607 162,342
Impact of changes in the scope -4,291 0 0
Amounts received from shareholders in connection with capital increases:
Paid by parent company shareholders -180 0 0
Paid by minority shareholders of consolidated companies 2.1.4 -17,332 22,254 -10,081
Purchases and sales of treasury shares -11,506 2,544 2,766
Dividends paid during the reporting period:
Dividends paid to parent company shareholders 2.1.4 -74,065 -66,426 -66,281
Dividends paid to non-controlling interests of consolidated companies 2.1.4 -53,892 -247,668 -166,675
Proceeds related to new borrowings 2.2.5.11.2 1,611,686 1,612,701 904,287
Repayments of borrowings (including finance lease agreements) 2.2.5.11.2 -1,232,566 -1,935,543 -1,413,780
Net interest paid (including finance lease agreements) -93,254 -216,191 -117,374
Other cash flow from financing activities -55,919 -75,547 -32,221
Net cash-flow from financing activities 68,681 -903,876 -899,359
Impact of changes in the exchange rate -830 535 190
Impact of changes in accounting policies 0 0 0
CHANGE IN NET CASH -329,522 113,705 -333,593
Opening cash position 1,281,221 1,167,517 1,167,517
Closing cash position 951,700 1,281,221 833,924
NET VARIATION OF CASH-FLOW -329,522 113,705 -333,593

(1) Net depreciation and amortisation charges and provisions of €33.5 million mainly include €31.9 million in depreciation and amortisation of operating assets.

(2) The impact of changes in the scope of investing activities (section 39 of IAS 7) amounting to -€620.4 million mainly stem from the acquisition of Covivio Office (formerly Godewind Immobilien) for -€606.8 million and the payment of an additional deposit on the Roco project for -€15 million.

Covivio's condensed consolidated financial statements at 30 June 2020 2020 2

Condensed consolidated financial statements at 30 June

(€K) Note 30/06/2020 31/12/2019 30/06/2019
Gross cash (a) 2.2.5.9.2 1,165,395 1,302,084 1,121,030
Debit balances and bank overdrafts from continuing operations (b) 2.2.5.11.2 -213,687 -20,548 -286,383
Net cash and cash equivalents (c) = (a) - (b) 951,708 1,281,536 834,647
Of which available net cash and cash equivalents 951,700 1,281,221 833,924
Of which unavailable net cash and cash equivalents 8 315 723
Gross debt (d) 2.2.5.11.2 11,797,190 10,936,766 10,652,030
Amortisation of financing costs (e) 2.2.5.11.2 -69,838 -69,749 -76,177
NET DEBT (D) - (C) + (E) 10,775,645 9,585,482 9,741,207

2.2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.2.1. General principles

2.2.1.1. Accounting standards

The condensed consolidated financial statements of the Covivio Group at 30 June 2020 were prepared in accordance with the international accounting standards and interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union as of the preparation date. These standards include the IFRS (International Financial Reporting Standards) and their interpretations.

The financial statements were approved by the Board of Directors on 21 July 2020.

Accounting principles and methods used

The accounting principles applied for the condensed consolidated financial statements as at 30 June 2020 are identical to those used for the consolidated financial statements as at 31 December 2019, except for new standards and amendments whose application was mandatory on or after 1 January 2020 and which were not applied early by the Group.

The following amendments, which are mandatory as of 1 January 2020, did not have any impact on the Group's consolidated financial statements:

  • amendments to references to the IFRS conceptual framework, adopted by the European Union, took place on 29 November 2019
  • amendments to IAS 1 and IAS 8 "Definition of Material", adopted by the European Union on 29 November 2019
  • amendments to IFRS 9, IAS 39 and IFRS 7 related to the "interbank benchmark rate reform", adopted by the European Union on 15 January 2020
  • amendment to IFRS 3 "Definition of a business", adopted on 21 April 2020.

The following amendments, awaiting adoption by the European Union, but for which early application is possible as at 1 June 2020, did not have any impact on the Group's consolidated financial statements:

• amendments to IFRS 16 "Covid 19-related rent concessions", published on 28 May 2020. This amendment offers lessees, and only lessees, exemption from assessing whether Covid 19-related rent concessions are lease modifications. This practical exemption enables tenants to account for Covid 19-related rent concessions as if they are not lease modifications, and to recognise the impact of rent concessions in net income for the period.

New standards awaiting adoption by the European Union, for which application is possible as of 1 January 2020, but which have not been early adopted by the Group:

  • amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture", published on 11 September 2014
  • amendments to IAS 37 "Onerous Contracts—Cost of Fulfilling a Contract", published on 14 May 2020; the effective date is 1 January 2022 according to the IASB. These amendments standardise practices in terms of identifying and measuring provisions for onerous contracts, in particular with regard to losses on completion recognised on contracts concluded with customers pursuant to IFRS 15.

IFRS standards and amendments published by the IASB not authorised for financial years beginning on or after 1 January 2020:

  • IFRS 17 "Insurance contracts", published on 18 May 2017; According to the IASB, the amendments will come into force on 1 January 2023. IFRS 17 lays out the principles as to the recognition, valuation, presentation, and disclosures concerning insurance contracts within the scope of application of the standard. This standard has no impact on the financial statements
  • amendments to IAS 1 "Presentation of Financial Statements – Classification of Liabilities as Current or Non-Current", published on 23 January 2020; the effective date is 1 January 2022 according to the IASB
  • amendments to IAS 16 "Property, Plant and Equipment Proceeds before Intended Use", published on 14 May 2020; the effective date is 1 January 2022 according to the IASB
  • amendments to IFRS 3 "Reference to the Conceptual Framework", published on 14 May 2020; the effective date is 1 January 2022 according to the IASB
  • annual improvements (2018-2020 cycle) "Annual Improvements to IFRSs 2018-2020 Cycle), published on 14 May 2020; the effective date is 1 January 2022 according to the IASB.

2.2.1.2. 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 recognised 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.

The significant estimates made by the Covivio Group in preparing the financial statements mainly relate to:

  • the valuations used for testing impairment, in particular assessing the recoverable value of goodwill and intangible fixed assets
  • measurement of the fair value of investment properties
  • assessment of the fair value of derivative financial instruments
  • measurement of provisions.

Due to the uncertainties inherent in any valuation process, the Covivio Group reviews its estimates based on regularly updated information. The future results of the transactions in question may differ from these estimates.

In addition to the use of estimates, Group 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 address the accounting issues involved.

2.2.1.3. Operating segments

The operating segments of the Covivio Group are detailed in paragraph 2.2.8.1.

2.2.1.4. IFRS 7 – Reference table


Liquidity risk
§ 2.2.2.2

Financial expense sensitivity
§ 2.2.2.3

Credit risk
§ 2.2.2.4

Market risk
§ 2.2.2.6

Exchange rate risk
§ 2.2.2.7

Sensitivity of the fair value of investment properties
§ 2.2.5.1.3

Covenants
§ 2.2.5.11.7

2.2.2. Financial risk management

The operating and financial activities of the Company are exposed to the following risks:

2.2.2.1. Marketing risk for properties under development

The Group is involved in property development. As such, it is exposed to a number of different risks, particularly risks associated with construction costs, completion delays and the marketing of properties. These risks can be assessed in light of the schedule of properties under development (see § 2.2.5.1.5).

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 using confirmed and undrawn lines of credit. At 30 June 2020, the Covivio Group's available cash and cash equivalents amounted to €3,199 million, including €2,073 million in usable unconditional credit lines, €952 million in investments and €174 million in unused overdraft facilities.

The graph below summarises the maturities of borrowings (in €M) existing as at 30 June 2020:

The 2020 and 2021 maturities in the graph above include €1,296.9 million in treasury bills.

The amount of interest payable until the maturity of the debt, estimated on the basis of the outstanding amount at 30 June 2020 and the average interest rate on the debt, totalled €861 million.

Details of the debt maturities are provided in Note 2.2.5.11.3, and a description of the banking covenants and accelerated payment clauses included in the loan agreements is presented in Note 2.2.5.11.7.

In the 1st half of 2020, the Group raised medium and long-term loans, mainly to secure the acquisition of Covivio Office (formerly Godewind Immobilien), as well as the acquisition of a hotel portfolio in France, Italy, Hungary, and the Czech Republic.

  • Covivio raised, secured, or renegotiated €588.6 million in loans on improved financial and maturity terms, for example, €500 million via a 10-year green bond issued in June 2020, with a 1.625% coupon.
  • Covivio Hotels raised medium and long-term loans of €325 million, including a €250 million debt to secure the acquisition of the aforementioned hotel portfolio.

• In Germany, Covivio Immobilien SE raised, secured, or renegotiated €461 million in loans with average terms of around 10 years.

2.2.2.3. Interest rate risk

The Group's exposure to the risk of changes in market interest rates is linked to its floating rate and long-term financial debt.

To the extent possible, bank debt is primarily hedged via financial instruments (see § 2.2.5.11.5). At 30 June 2020, after taking interest rate swaps into account, approximately 81% of the Group's debt was hedged, and the bulk of the remainder was covered by interest rate caps, which resulted in the following sensitivity to changes in interest rates:

  • the impact of an increase of 100 bps on rates as at 30 June 2020 was -€12,438 thousand on net income Group share in 2020
  • the impact of an increase of 50 bps on rates as at 30 June 2020 was -€5,733 thousand on net income Group share in 2020
  • the impact of a reduction of 50 bps on rates as at 30 June 2020 was +€5,534 thousand on net income Group share in 2020.

2.2.2.4. Financial counterparty risk

Given the Covivio Group's contractual relationships with its financial partners, the Company is exposed to counterparty risk. If any of its counterparties is not in a position to honour its commitments, the Group's income could suffer an adverse effect.

This risk primarily involves the hedging instruments subscribed by the Group and which would have to be replaced by a hedging transaction at the current market rate in the event of a default by the counterparty.

The counterparty risk is limited by the fact that Covivio Group 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.

Counterparty risk is included in the measurement of cash instruments. At 30 June 2020, the amount is €18,193 thousand.

2.2.2.5 Leasing counterparty risk

Covivio Group's rental income is subject to a certain degree of concentration, to the extent that the principal tenants (Orange, Telecom Italia, AccorHotels, IHG and B&B) generate most of the annual rental income.

It should be noted that in 2017 and 2018, the Group split the Telecom Italia portfolio and now only holds 51%. The Group also made significant investments in Spain and the United Kingdom, thus diversifying its hotel tenants.

Covivio Group is not 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 Group has not recorded any significant overdue payments.

2.2.2.6. Risks related to changes in the value of the portfolio

Changes in the fair value of investment properties are recognised 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 of 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 domestic 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.

Regulatory environment in Berlin

On 23 February 2020, a draft law came into force providing for a rent cap in Berlin.

This law consists of a 5-year freeze on rents and the introduction of a cap based on criteria of location, the age of buildings and the standard of apartments. These regulations do not concern subsidised housing units (regulated rents) delivered after 1 January 2014. The law is being challenged before the Karlsruhe Constitutional Court. Under its current terms, the law has no material impact on appraisal values. For the Group, in 2020 the impact of the rental cap will be limited owing to the fact that rent from existing leases will not fall until November 2020.

The macroeconomic factors that have the greatest influence on property values and determine the various cyclical trends include the following:

  • interest rates
  • the market liquidity and the availability of other profitable alternative investments
  • 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 Offices. These two consequences lead to an increase in the price of real estate 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 Covivio Group is to minimise the impact of the various stages of the cycle by choosing investments that:

  • have long-term leases and high-quality tenants, which soften the impact of a reduction in market rental income and the resulting decline in real estate prices
  • are located in major city centres
  • 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.

The holding of real estate assets intended for leasing exposes the Covivio Group 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 changes in capitalisation rates is analysed in 2.2.5.1.3.

2.2.2.7. Exchange rate risk

The Group operates both in and outside the euro zone following acquisition of the hotel properties in the United Kingdom and in Poland. The Group wanted to hedge against certain currency fluctuations (GBP) by financing part of the acquisitions through a foreign currency loan and a currency swap.

❚ Impact of a decrease in the GBP/EUR exchange rate on the shareholders' equity

30/06/2020
(£M)
5% decrease in GBP/EUR
exchange rate (€M)
10% decrease in GBP/EUR
exchange rate (€M)
Portfolio 763 -45.8 -90.3
Debt 400 23.4 46.7
Cross currency swap 250 14.6 29.2
IMPACT ON SHAREHOLDER'S EQUITY -7.9 -14.4

(-) corresponds to a loss; (+) corresponds to a gain.

2.2.2.8. Brexit risk

Brexit could have an impact on real estate valuations of assets in the United Kingdom related to economic uncertainties, fluctuations in the value of the pound sterling and hotel visits.

2.2.2.9. Risks related to changes in the value of shares and bonds

The Group is exposed to risks for two classes of shares (see § 2.2.5.2.2).

This risk primarily involves listed securities in companies consolidated according to the equity method, which are valued according to their value in use. Value in use is determined based on independent assessments of the real estate assets and financial instruments.

Furthermore, Covivio issued convertible bonds (ORNANE type) valued at their fair value in the income statement at each reporting date, except for the ORNANE Italy 2021, which was valued by distinguishing a financial debt at amortised cost and a derivative component measured at fair value through profit or loss. The fair value corresponds to the bond's closing price, exposing the Group to changes in the bond's value. The specific features of the ORNANE Italy 2021 are described in Note 2.2.5.11.4.

2.2.2.10. Tax environment

2.2.2.10.1. Changes in the French tax environment

The French tax environment has undergone changes relating to the corporate income tax rate, which has been reduced to 28% from 1 January 2020 (versus 31% as at 1 January 2019) for all companies.

2.2.2.10.2. Changes in the Italian tax environment

The Group has not observed any significant change in the Italian tax environment.

2.2.2.10.3. Changes in the German tax environment

The Group has not observed any significant change in the German tax environment.

2.2.2.10.4. Tax risks

Due to the complexity and bureaucracy characteristic of the environment in which the Covivio Group operates, the Group is exposed to tax risks. If our counsel believes that an adjustment presents a risk of reassessment, a provision is made. The list of the main ongoing proceedings includes the following:

Covivio tax audit

The financial statements of Covivio were audited for the 2012 and 2013 fiscal years, resulting, in December 2015, in a corporate income tax reassessment proposal, now officially closed, and a CVAE reassessment proposal, which is still the subject of a tax dispute before the Administrative Court of Appeal, for an amount of €0.2 million. Based on analysis by the legal counsel, no provision has been recorded for this dispute as at 30 June 2020.

Covivio Hotels' tax audit

Covivio Hotels' financial statements were audited for the 2010/2011 and 2012/2013/2014 fiscal years, which resulted in a reassessment proposal for the CVAE in the amount of €2.4 million and €2.2 million respectively. These reassessments were partially withdrawn by the tax administration in the first half of 2018 for €1.2 million and €1.1 million. The remaining balances of the reassessment of €1.2 million and €1.1 million were contested, which led to a ruling by the Administrative Court of Appeal in June 2020. This ruling, in favour of Covivio Hotels, quashed the Administrative Court's judgement and convicted the tax authority. No provision has been recorded for this dispute as at 30 June 2020.

The financial statements of Covivio Hotels were also audited for the 2015 fiscal year which resulted in a reassessment proposal for corporate value-added tax (CVAE), on the same grounds as the previous reassessment proposals for €0.2 million. This proposal was contested at the Administrative Court and based on the analysis by the Company's legal counsel, has not been provisioned in the financial statements as at 30 June 2020.

Foncière Otello tax audit (subsidiary of Covivio Hotels)

Foncière Otello's financial statements were audited for the 2011, 2012 and 2013 fiscal years, which resulted in a reassessment proposal for the CVAE in the amount of €0.5 million. This reassessment was contested, which led to a ruling of the Administrative Court of Appeal in June 2020. This ruling, in favour of Foncière Otello, quashed the Court's judgement and convicted the tax authority. No provision has been recorded for this dispute as at 30 June 2020.

The financial statements of Foncière Otello were also audited for the 2014, 2015 and 2016 fiscal years, which resulted in a reassessment proposal for corporate value added tax (CVAE) in the amount of €0.2 million, on the same grounds as the previous reassessment proposal. This proposal is being contested in its entirety, and based on analysis by the company's legal counsel, no provision was recorded to that effect as at 30 June 2020.

Tax audits of Operating properties in Germany (subsidiaries of Covivio Hotels)

A company with assets in Germany was audited for the 2015- 2017 fiscal years. The audit was closed in the first half of 2020 without any significant adjustment.

A tax audit was also opened in early 2020 at MO Berlin KG for the 2015-2017 fiscal years.

An audit of companies in the B&B portfolio has been announced for the second half of 2020, covering the years 2016 to 2018.

Tax audit of an Operating property company in Belgium (subsidiary of Covivio Hotels)

In 2020, Foncière Vielsalm was audited for accounting years 2017 and 2018.

Tax audits of Operating properties

Nice-M was audited for fiscal years 2015 and 2016, which resulted in a VAT reassessment in the amount of €31 thousand, which is contested in part. This VAT reassessment has not been provisioned as at 30 June 2020.

Two German companies (Rock portfolio) are subject to a tax audit for the 2012 through 2015 financial years, concerning corporate tax and VAT.

Another tax audit relating to VAT for 2018 was begun in early 2019 and remains ongoing.

Tax audits of Germany Residential

Covivio Immobilien and all its "Residential" subsidiaries were subject to a tax audit for fiscal years 2011 to 2016.

As at 30 June 2020, audits for fiscal years 2011 to 2013 have been completed for most companies. The overall impact is estimated at less than €1.7 million in terms of corporate income tax, with a reduction of €22 million in losses carried forward. These impacts were already taken into account in the financial statements of previous years. The audits for the years 2014 to 2016 are still ongoing, with the exception of that on companies based in Berlin, where tax authorities have decided not to pursue the audit.

Tax audits on Beni Stabili, which merged with Covivio

Tax dispute Comit Fund – Beni Stabili

On 17 April 2012, following a court decision, the Italian tax administration refunded the debt borne by Beni Stabili for

2.2.3. Scope of consolidation

2.2.3.1. Accounting principles applicable to the scope of consolidation

2.2.3.1.1. Consolidated subsidiaries and structured entities – IFRS 10

These financial statements include the financial statements of Covivio and the financial statements of the entities (including structured entities) that it controls and its subsidiaries.

Covivio Group has control when it:

  • has power over the issuing entity
  • is exposed or is entitled to variable returns due to its ties with the issuing entity
  • has the ability to exercise its power in such as manner as to affect the amount of returns that it receives.

Covivio Group must reassess whether it controls the issuing entity when facts and circumstances indicate that one or more of the three factors of control listed above have changed.

A structured entity is an entity structured in such a way that the voting rights or similar rights do not represent the determining factor in establishing control of the entity; this is particularly the case when the voting rights only involve administrative tasks and the relevant business activities are governed by contractual agreements.

the Comit Fund dispute (principal: €58.2 million and interest: €2.3 million). In April 2012, the Tax Administration appealed this decision. The Court of Appeal ruled in favour of the tax authorities on 18 December 2015.

The dispute with the tax authorities was settled with the payment of €55 million. The €56.2 million provision recorded in 2015 was reversed as at 31 December 2016.

However, Comit Fund and Beni Stabili have not entered into a joint agreement to definitively agree that they each will pay an equal share of this adjustment. Civil arbitration proceedings taken by Comit Fund confirmed that each party accepts to pay 50% of the cost of the dispute, in accordance with the payments made. In January 2019, Comit Fund appealed against the arbitration decision bringing the dispute to an end. In March 2020, the Court of Appeal confirmed the decision. The dispute was therefore definitively closed at 30 June 2020.

2.2.2.10.5. Deferred tax liabilities

Most of the Group's real estate companies have opted for the SIIC regime in France, and the SOCIMI regime in Spain. Covivio's permanent establishment in Italy has been subject to a 20% tax on real estate companies since 1 January 2019. The impact of deferred tax liabilities is therefore essentially present in Germany Residential and Italy Offices and linked to investments in Hotels in Europe for which the SIIC regime is not applicable (Germany, Spain, Belgium, Ireland, Netherlands, Portugal, the United Kingdom and Poland). In the case of Spain, all Spanish companies have opted for the SOCIMI regime exemption. However, there are deferred tax liabilities related to assets held by the companies prior to opting for SOCIMI treatment.

The deferred tax is mainly due to the recognition of the portfolio's fair value (German rate: 15.825%, French rate: 25.83%). Please note that the hotel businesses are taxed at a rate of between 30.18% and 32.28% in Germany and that deferred tax liabilities for this business have also been recognised at this rate.

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:

  • 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 distribution
  • the potential voting rights held by the Group, other holders of voting rights or other parties
  • the rights under other contractual agreements
  • 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.

Subsidiaries and structured entities are fully consolidated.

2.2.3.1.2. Equity affiliates – IAS 28

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, however, exercising control or joint control on these policies.

The results and the assets and liabilities of equity affiliates are recognised in these consolidated financial statements according to the equity method.

2.2.3.1.3. Partnerships (joint control) – IFRS 11

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.

Joint ventures

A joint venture is a partnership in which the parties which exercise joint control over the entity have rights to its net assets.

The results and the assets and liabilities of joint ventures are recognised in these consolidated financial statements according to the equity method.

Joint operations

A joint operation is a partnership in which the parties exercising joint control over the operation have rights to the assets, and obligations for the liabilities relating to it. Those parties are called joint operators.

A joint operator must recognise the following items relating to its interest in the joint operation:

• its assets, including its proportionate share of assets held jointly, where applicable

  • its liabilities, including its proportionate share of liabilities undertaken jointly, where applicable
  • the income that it derived from the sale of its proportionate share in the yield generated by the joint operation
  • its proportionate share of income from the sale of the yield generated by the joint operation
  • the expenses that it has committed, including its proportionate share of expenses committed jointly, where applicable.

The joint operator 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.

No Group company is considered to constitute a joint operation.

2.2.3.2. Additions to the scope of consolidation

Additions to the scope of consolidation for each business are presented in the scope reporting table detailed by company at the start of each segment. The segments concerned are France Offices and Germany Offices.

2.2.3.3. Internal restructuring/Disposals

Removals from the scope of consolidation for each business are presented in the scope reporting table detailed by company at the end of each segment. The segment concerned is that of France Offices.

2.2.3.4. Change in holding and/or in consolidation method

None.

2.2.3.5. List of consolidated companies

98 companies
in the France Offices segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio France Parent company
Saint-Germain Hennemont France FC 100.00
Antony Avenue de Gaulle France FC 100.00
Covivio Ravinelle France FC 100.00 100.00
SCI Fédérimmo France FC 60.00 60.00
EURL Fédération France FC 100.00 100.00
SARL Foncière Margaux France FC 100.00 100.00
Covivio 2 France FC 100.00 100.00
Covivio 4 France FC 75.00 75.00
Euromarseille 1 France EM/JV 50.00 50.00
Euromarseille 2 France EM/JV 50.00 50.00
Euromarseille BI France EM/JV 50.00 50.00
Euromarseille BH France EM/JV 50.00 50.00
Euromarseille PK France EM/JV 50.00 50.00
Euromarseille Invest France EM/JV 50.00 50.00
Euromarseille H France EM/JV 50.00 50.00
Covivio 7 France FC 100.00 100.00
SCI Bureaux Cœur d'Orly France EM/JV 50.00 50.00
SAS Cœur d'Orly Promotion France EM/JV 50.00 50.00
Technical France FC 100.00 100.00
Le Ponant 1986 France FC 100.00 100.00
SCI Atlantis France FC 100.00 100.00
Iméfa 127 France FC 100.00 100.00
SNC Latécoère France FC 50.10 50.10
SCI du 32 avenue P. Grenier France FC 100.00 100.00
SCI du 40 rue JJ. Rousseau France FC 100.00 100.00
SCI du 3 place A Chaussy France FC 100.00 100.00
SARL BGA Transactions France FC 100.00 100.00
SCI du 288 rue Duguesclin France FC 100.00 100.00
SCI du 9 rue des Cuirassiers France FC 50.10 50.10
SCI 35/37 rue Louis Guérin France FC 100.00 100.00
SCI du 15 rue des Cuirassiers France FC 50.10 50.10
SCI du 10B et 11 A 13 allée des Tanneurs France FC 100.00 100.00
SCI 1 rue de Châteaudun France FC 100.00 100.00
SCI du 1630 Avenue de la Croix Rouge France FC 100.00 100.00
SCI du 125 avenue du Brancolar France FC 100.00 100.00
SARL du 106-110 rue des Troènes France FC 100.00 100.00
SCI du 2 rue de L'Ill France FC 100.00 100.00
SCI du 20 avenue Victor Hugo France FC 100.00 100.00
SARL du 2 rue Saint Charles France FC 100.00 100.00
Palmer Plage SNC France FC 100.00 100.00
Dual Center France FC 100.00 100.00
SNC Télimob Paris France FC 100.00 100.00
SNC Télimob Nord France FC 100.00 100.00
SNC Télimob Rhone Alpes France FC 100.00 100.00
SNC Télimob Sud Ouest France FC 100.00 100.00
SNC Télimob Est France FC 100.00 100.00
SNC Télimob Paca France FC 100.00 100.00
SNC Télimob Ouest France FC 100.00 100.00
SARL Télimob Paris France FC 100.00 100.00
Pompidou France FC 100.00 100.00
11 place de l'Europe France FC 50.09 50.09
OPCI Office CB21 France FC 75.00 75.00
Lenovilla France EM/JV 50.10 50.10

Notes to the condensed consolidated financial statements

98 companies
France Offices Segment
in the France Offices segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Lenopromo France FC 100.00 100.00
SCI Latécoère 2 France FC 50.10 50.10
Meudon Saulnier France FC 100.00 100.00
Charenton France FC 100.00 100.00
Latepromo France FC 100.00 100.00
SNC Promomurs France FC 100.00 100.00
FDR Participation France FC 100.00 100.00
SCI Avenue de la Marne France FC 100.00 100.00
Omega B France FC 100.00 100.00
SCI Rueil B2 France FC 100.00 100.00
SCI Factor E France EM/EA 34.69 34.69
SCI Orianz France EM/EA 34.69 34.69
Wellio France FC 100.00 100.00
Le Clos de Chanteloup France FC 100.00 100.00
Bordeaux Lac France FC 100.00 100.00
Sully Chartres France FC 100.00 100.00
Sucy Parc France FC 100.00 100.00
Gambetta Le Raincy France FC 100.00 100.00
Orly Promo France FC 100.00 100.00
Silex Promo France FC 100.00 100.00
21 Rue Jean Goujon France FC 100.00 100.00
Villouvette Saint-Germain France FC 100.00 100.00
La Mérina Fréjus France FC 100.00 100.00
Normandie Niemen Bobigny France FC 100.00 100.00
Le Printemps Sartrouville France FC 100.00 100.00
Gaugin St-Ouen-L'Aumône France FC 100.00 100.00
Cité Numérique France FC 100.00 100.00
Danton Malakoff France FC 100.00 100.00
Meudon Bellevue France FC 100.00 100.00
N2 Batignolles France FC 50.00 50.00
Tours Coty France FC 100.00 100.00
Valence Victor Hugo France FC 100.00 100.00
Nantes Talensac France FC 100.00 100.00
Marignane Saint-Pierre France FC 100.00 100.00
N2 Batignolles Promo France FC 50.00 50.00
6 rue Fructidor France FC 50.10 50.10
Fructipromo France FC 100.00 100.00
Jean Jacques Bosc France FC 100.00 100.00
Terres Neuves France FC 100.00 100.00
André Lavignolle France FC 100.00 100.00
SCCV Chartres avenue de Sully France FC 50.00 50.00
SCI de la Louisiane France FC 100.00 100.00
SCCV Bobigny Le 9e Art France FC 60.00 60.00
SCCV Fontenay-sous-Bois Rabelais France FC 50.00 50.00
SCI du 8 rue M. Paul France Merger 100.00

The registered office of the parent company Covivio is located at 18 avenue François Mitterrand – 57000 Metz. The other fully consolidated subsidiaries in the France Offices segment have their registered office located at 10 and 30, avenue Kléber – 75116 Paris.

20 companies in the Italy Offices segment Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio 7 SpA Italy FC 100.00 100.00
Central Società di Investimento per Azioni a capitalo fisso
Central SICAF SpA Italy FC 51.00 51.00
Beni Stabili Retail Srl Italy FC 55.00 55.00
Covivio Development SpA Italy FC 100.00 100.00
RGD Gestioni Srl Italy FC 100.00 100.00
Real Estate Roma Olgiata Srl Italy FC 75.00 75.00
Covivio Immobiliare 9 SINQ SpA Italy FC 100.00 100.00
Covivio Projects & Innovation Italy FC 100.00 100.00
Wellio Italy Italy FC 100.00 100.00
Imser Securitisation Srl Italy FC 100.00 100.00
Imser Securitisation 2 Srl Italy FC 100.00 100.00
Revalo SpA Italy FC 100.00 100.00
Real Estate Solution & Technology Italy EM 30.00 30.00
Investire SpA SGR Italy EM 17.90 17.90
Attivita Commerciali Montenero Srl Italy FC 100.00 100.00
Attivita Commerciali Beinasco Srl Italy FC 100.00 100.00
Attivita Commerciali Vigevano Srl Italy FC 100.00 100.00
Covivio Attività Immobiliari 1 Srl Italy FC 100.00 100.00
Covivio Attività Immobiliari 2 Srl Italy FC 100.00 100.00
Covivio Attività Immobiliari 3 Srl Italy FC 100.00 100.00

The registered office of the companies in the Italy Offices segment is located at 10 Carlo Ottavio Cornaggia, 20123 Milan.

162 companies Hotels in Europe segment Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
SCA Covivio Hotels (Parent company) 100% controlled France FC 43.30 43.22
SARL Loire France FC 43.30 43.22
Ruhl Côte d'Azur France FC 43.30 43.22
Foncière Otello France FC 43.30 43.22
Hôtel René Clair France FC 43.30 43.22
Foncière Ulysse France FC 43.30 43.22
Ulysse Belgique Belgium FC 43.30 43.22
Ulysse Trefonds Belgium FC 43.30 43.22
Foncière No Bruxelles Grand Place Belgium FC 43.30 43.22
Foncière No Bruxelles Aéroport Belgium FC 43.30 43.22
Foncière No Bruges Centre Belgium FC 43.30 43.22
Foncière Gand Centre Belgium FC 43.30 43.22
Foncière Gand Opéra Belgium FC 43.30 43.22
Foncière IB Bruxelles Grand-Place Belgium FC 43.30 43.22
Foncière IB Bruxelles Aéroport Belgium FC 43.30 43.22
Foncière IB Bruges Centre Belgium FC 43.30 43.22
Foncière Antwerp Centre Belgium FC 43.30 43.22
Foncière Bruxelles Expo Atomium Belgium FC 43.30 43.22
Foncière Manon France FC 43.30 43.22
Murdelux Luxembourg FC 43.30 43.22
Portmurs Portugal FC 43.30 43.22
Sunparks Oostduinkerke Belgium FC 43.30 43.22
Foncière Vielsam Belgium FC 43.30 43.22
Sunparks Trefonds Belgium FC 43.30 43.22
Foncière Kempense Meren Belgium FC 43.30 43.22
Iris Holding France France EM/EA 8.61 8.60
Foncière Iris SAS France EM/EA 8.62 8.60
Sables d'Olonne SAS France EM/EA 8.62 8.60
OPCI Iris Invest 2010 France EM/EA 8.62 8.60
Covivio Hotels Gestion Immobilière France FC 43.30 43.22
Tulipe Holding Belgique Belgium EM/EA 8.62 8.60

Notes to the condensed consolidated financial statements

162 companies Hotels in Europe segment
Hotels in Europe segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Iris Tréfonds Belgium EM/EA 8.62 8.60
Foncière Louvain Centre Belgium EM/EA 8.62 8.60
Foncière Liège Belgium EM/EA 8.62 8.60
Foncière Bruxelles Aéroport Belgium EM/EA 8.62 8.60
Foncière Bruxelles Sud Belgium EM/EA 8.62 8.60
Foncière Bruge Station Belgium EM/EA 8.62 8.60
Narcisse Holding Belgique Belgium EM/EA 8.62 8.60
Foncière Bruxelles Tour Noire Belgium EM/EA 8.62 8.60
Foncière Louvain Belgium EM/EA 8.62 8.60
Foncière Malines Belgium EM/EA 8.62 8.60
Foncière Bruxelles Centre Gare Belgium EM/EA 8.62 8.60
Foncière Namur Belgium EM/EA 8.62 8.60
Iris investor Holding GmbH Germany EM/EA 8.61 8.60
Iris General Partner GmbH Germany EM/EA 4.33 4.32
Iris Berlin GmbH Germany EM/EA 8.61 8.60
Iris Bochum & Essen Germany EM/EA 8.61 8.60
Iris Frankfurt GmbH Germany EM/EA 8.61 8.60
Iris Verwaltungs GmbH & co KG Germany EM/EA 8.61 8.60
Iris Nurnberg GmbH Germany EM/EA 8.61 8.60
Iris Stuttgart GmbH Germany EM/EA 8.61 8.60
B&B Invest Lux 1 Germany FC 43.30 43.22
B&B Invest Lux 2 Germany FC 43.30 43.22
B&B Invest Lux 3 Germany FC 43.30 43.22
Campeli France EM/EA 8.62 8.60
OPCI Camp Invest France EM/EA 8.62 8.60
Dahlia France EM/EA 8.66 8.64
Foncière B2 Hôtel Invest France FC 21.74 21.70
OPCI B2 Hôtel Invest France FC 21.74 21.70
Foncière B3 Hôtel Invest France FC 21.74 21.70
B&B Invest Lux 4 Germany FC 43.30 43.22
NH Amsterdam Center Hotel HLD Netherlands FC 43.30 43.22
Hotel Amsterdam Centre Propco Netherlands FC 43.30 43.22
Mo Lux 1 Luxembourg FC 43.30 43.22
LHM Holding Lux SARL Luxembourg FC 43.30 43.22
LHM ProCo Lux SARL Germany FC 45.14 45.07
SCI Rosace France FC 43.30 43.22
Mo Drelinden, Niederrad, Düsseldorf Germany FC 40.70 40.62
Mo Berlin Germany FC 40.70 40.62
Mo First Five Germany FC 42.43 42.36
Ringer Germany FC 43.30 43.22
B&B Invest Lux 5 Germany FC 40.27 40.19
B&B Invest Lux 6 Germany FC 40.27 40.19
SCI Hôtel Porte Dorée France FC 43.30 43.22
FDM M Lux Luxembourg FC 43.30 43.22
OPCO Rosace France FC 43.30 43.22
Exco Hôtel Belgium FC 43.30 43.22
Invest Hôtel Belgium FC 43.30 43.22
H Invest Lux Luxembourg FC 43.30 43.22
Hermitage Holdco France FC 43.30 43.22
Samoens SAS France FC 21.69 21.65
Foncière B4 Hôtel Invest France FC 21.74 21.70
B&B Invest Espagne SLU Spain FC 43.30 43.22
Rock-Lux Luxembourg FC 43.30 43.22
Société Liloise Investissement Immobilier Hôtelier SA France FC 43.30 43.22
Alliance et Compagnie SAS France FC 43.30 43.22
Berlin I (Propco Westin Grand Berlin) Germany FC 41.09 41.01

2 Notes to the condensed consolidated financial statements Covivio's condensed consolidated financial statements at 30 June 2020

162 companies Hotels in Europe segment
Hotels in Europe segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Opco Grand Hôtel Berlin Betriebs (Westin berlin) Germany FC 41.09 41.01
Berlin II (Propco Park Inn Alexanderplatz) Germany FC 41.09 41.01
Opco Hôtel Stadt Berlin Betriebs (Park-Inn) Germany FC 41.09 41.01
Berlin III (Propco Mercure Potsdam) Germany FC 41.09 41.01
Opco Hôtel Potsdam Betriebs (Mercure Potsdam) Germany FC 41.09 41.01
Dresden II (Propco Ibis Hôtel Dresden) Germany FC 41.09 41.01
Dresden III (Propco Ibis Hôtel Dresden) Germany FC 41.09 41.01
Dresden IV (Propco Ibis Hôtel Dresden) Germany FC 41.09 41.01
Opco BKL Hotelbetriebsgesellschaft (Dresden II to IV) Germany FC 41.09 41.01
Dresden V (Propco Pullman Newa Dresden) Germany FC 41.09 41.01
Opco Hôtel Newa Dresden Betriebs (Pullman) Germany FC 41.09 41.01
Leipzig I (Propco Westin Leipzig) Germany FC 41.09 41.01
Opco HotelgesellschaftGeberst, Betriebs (Westin Leipzig) Germany FC 41.09 41.01
Leipzig II (Propco Radisson Blu Leipzig) Germany FC 41.09 41.01
Opco Hôtel Deutschland Leipzig Betriebs (Radisson Blu) Germany FC 41.09 41.01
Erfurt I (Propco Radisson Blu Erfurt) Germany FC 41.09 41.01
Opco Hôtel Kosmos Erfurt (Radisson Blu) Germany FC 41.09 41.01
Airport Garden Hotel NV Belgium FC 43.30 43.22
H Invest Lux 2 Luxembourg FC 43.30 43.22
Constance France FC 43.30 43.22
Hotel Amsterdam Noord FDM Netherlands FC 43.30 43.22
Hotel Amersfoort FDM Netherlands FC 43.30 43.22
Constance Lux 1 Luxembourg FC 43.30 43.22
Constance Lux 2 Luxembourg FC 43.30 43.22
So Hospitality France FC 43.30 43.22
Nice-M France FC 43.30 43.22
Investment FDM Rocatiera Spain FC 43.30 43.22
Bardiomar Spain FC 43.30 43.22
Trade Center Hotel Spain FC 43.30 43.22
Rock-Lux OPCO Luxembourg FC 43.30 43.22
Blythswood Square Hotel Holdco United Kingdom FC 43.30 43.22
George Hotel Investments Holdco United Kingdom FC 43.30 43.22
Grand Central Hotel Company Holdco United Kingdom FC 43.30 43.22
Grand Principal Birmingham Holdco United Kingdom FC 43.30 43.22
Lagonda Leeds Holdco United Kingdom FC 43.30 43.22
Lagonda Palace Holdco United Kingdom FC 43.30 43.22
Lagonda Russell Holdco United Kingdom FC 43.30 43.22
Lagonda York Holdco United Kingdom FC 43.30 43.22
Oxford Spires Hotel Holdco United Kingdom FC 43.30 43.22
Oxford Thames Holdco United Kingdom FC 43.30 43.22
Roxburghe Investments Holdco United Kingdom FC 43.30 43.22
The St David's Hotel Cardiff Holdco United Kingdom FC 43.30 43.22
Wotton House Properties Holdco United Kingdom FC 43.30 43.22
Blythswood Square Hotel Glasgow United Kingdom FC 43.30 43.22
George Hotel Investments United Kingdom FC 43.30 43.22
Grand Central Hotel Company United Kingdom FC 43.30 43.22
Lagonda Leeds PropCo United Kingdom FC 43.30 43.22
Lagonda Palace PropCo United Kingdom FC 43.30 43.22
Lagonda Russell PropCo United Kingdom FC 43.30 43.22
Lagonda York PropCo United Kingdom FC 43.30 43.22
Oxford Spires Ltd (Propco) United Kingdom FC 43.30 43.22
Oxford Thames Hotel Ltd (Propco) United Kingdom FC 43.30 43.22
Roxburghe Investments PropCo United Kingdom FC 43.30 43.22
The St David's Hotel Cardiff United Kingdom FC 43.30 43.22
Wotton House Properties United Kingdom FC 43.30 43.22
Roxburghe Investments Lux Luxembourg FC 43.30 43.22

Notes to the condensed consolidated financial statements

162 companies Hotels in Europe segment
Hotels in Europe segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
HEM Diesterlkade Amsterdam BV Netherlands FC 43.30 43.22
Dresden Dev Luxembourg FC 41.09 41.01
Delta Hotel Amersfoort Netherlands FC 43.30 43.22
Opci Oteli France EM/EA 13.49 13.46
Orient SAS financial lease France EM/EA 13.49 13.46
Express SAS financial lease France EM/EA 13.49 13.46
Kombon France EM/EA 14.43 14.41
Jouron Belgium EM/EA 14.43 14.41
Foncière Gand Cathédrale Belgium EM/EA 14.43 14.41
Foncière Bruxelles Sainte Catherine Belgium EM/EA 14.43 14.41
Foncière IGK Belgium EM/EA 14.43 14.41
Forsmint Investments Poland FC 43.30 43.22
Cerstook Investments Poland FC 43.30 43.22
Noxwood lnvestments Poland FC 43.30 43.22
Redwen lnvestments Poland FC 43.30 43.22
Sardobal lnvestments Poland FC 43.30 43.22
Kilmainham Property Holding Ireland FC 43.30 43.22
Thommont Ltd Ireland FC 43.30 43.22
Honeypool Ireland FC 43.30 43.22

The registered office of the parent company Covivio Hotels and its main fully consolidated French subsidiaries is located at 30, avenue Kléber, 75116 Paris.

114 companies Germany Residential segment Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio Immobilien SE (Parent company) 99.74% controlled Germany FC 61.70 61.70
Covivio Immobilien Germany FC 61.70 61.70
Covivio Lux Residential Germany FC 63.66 63.66
Covivio Valore 4 Germany FC 63.74 63.74
Covivio Wohnen Verwaltungs Germany FC 61.70 61.70
Covivio Grundstücks Germany FC 61.70 61.70
Covivio Grundvermögen Germany FC 61.70 61.70
Covivio Wohnen Service Germany FC 61.70 61.70
Covivio SE & CO KG 1 Germany FC 61.70 61.70
Covivio SE & CO KG 2 Germany FC 61.70 61.70
Covivio SE & CO KG 3 Germany FC 61.70 61.70
Covivio SE & CO KG 4 Germany FC 61.70 61.70
Covivio Zehnte GMBH Germany FC 100.00 100.00
IW-FDL Beteiligungs GmbH & Co KG Germany FC 100.00 100.00
Covivio Wohnen Germany FC 61.70 61.70
Covivio Gesellschaft für Wohnen Datteln Germany FC 64.00 64.00
Covivio Stadthaus Germany FC 64.00 64.00
Covivio Wohnbau Germany FC 67.83 67.83
Covivio Wohnungsgesellechaft GMBH Dümpten Germany FC 67.83 67.83
Covivio Berolinum 2 Germany FC 63.66 63.66
Covivio Berolinum 3 Germany FC 63.66 63.66
Covivio Berolinum 1 Germany FC 63.66 63.66
Covivio Remscheid Germany FC 63.66 63.66
Covivio Valore 6 Germany FC 63.74 63.74
Covivio Holding Germany FC 100.00 100.00
Covivio Immobilien Se & Co KG Residential Germany FC 61.70 61.70
Covivio Berlin 67 GmbH Germany FC 64.00 64.00
Covivio Berlin 78 GmbH Germany FC 64.00 64.00
Covivio Berlin 79 GmbH Germany FC 64.00 64.00
Covivio Dresden GmbH Germany FC 63.66 63.66
Covivio Berlin I SARL Germany FC 63.66 63.66
Covivio Berlin V SARL Germany FC 63.85 63.85

2 Notes to the condensed consolidated financial statements Covivio's condensed consolidated financial statements at 30 June 2020

114 companies Germany Residential segment
Germany Residential segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio Berlin C GMBH Germany FC 63.66 63.66
Covivio Dansk Holding Aps Denmark FC 61.70 61.70
Covivio Dansk L Aps Germany FC 63.66 63.66
Covivio Berlin Prime Germany FC 65.53 65.53
Berlin Prime Commercial Germany FC 63.66 63.66
Acopio Germany FC 100.00 100.00
Covivio Hamburg Holding ApS Denmark FC 65.57 65.57
Covivio Hamburg 1 ApS Germany FC 65.57 65.57
Covivio Hamburg 2 ApS Germany FC 65.57 65.57
Covivio Hamburg 3 ApS Germany FC 65.57 65.57
Covivio Hamburg 4 ApS Germany FC 65.57 65.57
Covivio North ApS Germany FC 65.57 65.57
Covivio Arian Germany FC 65.53 65.53
Covivio Bennet Germany FC 65.53 65.53
Covivio Marien-Carré Germany FC 65.57 65.57
Covivio Berlin IV ApS Denmark FC 61.70 61.70
Covivio Lux Luxembourg FC 100.00 100.00
Covivio Berolina Verwaltungs GmbH Germany FC 63.66 63.66
Residenz Berolina GmbH & Co KG Germany FC 65.51 65.51
Covivio Quadrigua IV GmbH Germany FC 63.66 63.66
Real Property Versicherungsmakler Germany FC 61.70 61.70
Covivio Quadrigua 15 Germany FC 65.51 65.51
Covivio Quadrigua 45 Germany FC 65.51 65.51
Covivio Quadrigua 36 Germany FC 65.51 65.51
Covivio Quadrigua 46 Germany FC 65.51 65.51
Covivio Quadrigua 40 Germany FC 65.51 65.51
Covivio Quadrigua 47 Germany FC 65.51 65.51
Covivio Quadrigua 48 Germany FC 65.51 65.51
Covivio Fischerinsel Germany FC 65.57 65.57
Covivio Berolina Fischenrinsel Germany FC 65.57 65.57
Covivio Berlin Home Germany FC 65.57 65.57
Amber Properties Sarl Germany FC 65.53 65.53
Covivio Gettmore Germany FC 65.53 65.53
Saturn Properties Sarl Germany FC 65.53 65.53
Venus Properties Sarl Germany FC 65.53 65.53
Covivio Vinetree Germany FC 65.53 65.53
Acopio Facility Germany FC 65.53 65.53
Covivio Development Germany FC 61.70 61.70
Covivio Rehbergen Germany FC 65.57 65.57
Covivio Handlesliegenschaften Germany FC 65.57 65.57
Covivio Alexandrinenstrasse Germany FC 65.57 65.57
Covivio Spree Wohnen 1 Germany FC 65.53 65.53
Covivio Spree Wohnen 2 Germany FC 65.53 65.53
Covivio Spree Wohnen 6 Germany FC 65.53 65.53
Covivio Spree Wohnen 7 Germany FC 65.53 65.53
Covivio Spree Wohnen 8 Germany FC 65.53 65.53
Nordens Immobilien III Germany FC 65.53 65.53
Montana-Portfolio Germany FC 65.53 65.53
Covivio Cantianstrasse 18 Grundbesitz Germany FC 65.53 65.53
Covivio Konstanzer Str.54/ Zahringerstr.28, 28a Grundbesitz. Germany FC 65.53 65.53
Covivio Mariend.Damm28/Markgrafenstr.17 Grundbesitz Germany FC 65.53 65.53
Covivio Markstrasse 3 Grundbesitz Germany FC 65.53 65.53
Covivio Schnellerstrasse 44 Grundbesitz Germany FC 65.53 65.53
Covivio Schnönwalder Str.69 Grundbesitz Germany FC 65.53 65.53
Covivio Schulstrasse 16/17. Grundbesitz Germany FC 65.53 65.53
Covivio Sophie-Charlotten Strasse 31, 32 Grundbesitz Germany FC 65.53 65.53

Notes to the condensed consolidated financial statements

114 companies Germany Residential segment
Germany Residential segment
Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio Yorckstrasse 60 Grundbesitz Germany FC 65.53 65.53
Covivio Zelterstrasse 3 Grundbesitz Germany FC 65.53 65.53
Covivio Zinshäuser Alpha Germany FC 65.53 65.53
Covivio Zinshäuser Gamma Germany FC 65.53 65.53
Second Ragland Germany FC 65.53 65.53
Seed Portfolio 2 Germany FC 65.53 65.53
Erz 1 Germany FC 65.53 65.53
Covivio Berlin 9 Germany FC 65.53 65.53
Erz 2 Germany FC 65.53 65.53
Best Place Bestand Germany FC 31.47 31.47
Covivio Berlin 8 Germany FC 65.53 65.53
Covivio Selectimmo.de Germany FC 65.57 65.57
Covivio Prenzlauer Promenade 49 Besitzgesellschaft Germany FC 65.53 65.53
Meco Bau Germany FC 61.70 52.45
Covivio Blankenburger Str. Germany FC 65.57 65.57
Covivio Immobilien Financing Germany FC 65.53 65.53
Covivio Treskowallee 202 Entwicklungsgesellschaft Germany FC 65.57 65.57
Covivio Hathor Berlin Germany FC 65.57 65.57
Covivio Hansastraße 253 Germany FC 65.57 65.57
Covivio Rhenania 1 Germany FC 65.57 65.57
Covivio Rhenania 2 Germany FC 65.57 65.57
Covivio Prime Financing Germany FC 61.70 61.70
Küchenwelt Berlin GmbH Germany FC 61.70 61.70
Realius Grundbesitz NRW Germany FC 67.49 67.49
Covivio Eiger 1 Germany FC 67.49 67.49
Covivio Eiger II Germany FC 67.49 67.49

The registered office of the parent company Covivio Immobilien SE is at Kleplerstrasse 110-112, 45147 Essen.

24 companies Germany Offices segment Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
Covivio Office Holding Germany FC 100.00 100.00
Covivio X-Tend Germany FC 100.00
Covivio Office (formerly Godewind Immobilien) Germany FC 89.26
Covivio Office 1 Germany FC 89.26
Covivio Beteilingungs Germany FC 85.10
Covivio Office 2 Germany FC 85.10
Covivio Office 3 Germany FC 85.10
Covivio Office 4 Germany FC 85.10
Covivio Office 5 Germany FC 85.10
Covivio Office 7 Germany FC 85.10
Covivio Office 6 Germany FC 80.25
Covivio Technical Services 1 Germany FC 89.26
Covivio Technical Services 2 Germany FC 85.10
Covivio Technical Services 3 Germany FC 85.10
Covivio Technical Services 4 Germany FC 85.10
Covivio Verwaltungs 1 Germany FC 89.26
Covivio Verwaltungs 2 Germany FC 85.10
Covivio Verwaltungs 3 Germany FC 85.10
Covivio Verwaltungs 4 Germany FC 85.10
Covivio Alexanderplatz Luxembourg FC 100.00 100.00
Covivio Alexanderplatz Germany FC 100.00 100.00
Covivio Office Berlin Germany FC 100.00 100.00
Rev Tino Schwierzina Strasse 32 Grundbezitz Germany FC 94.22 94.22
Covivio Gross-Berliner-Damm Germany FC 100.00 100.00

The registered office of the parent company Covivio Office Holding is at Knesebeckstrasse 3, 10623 Berlin.

16 companies in Other segment (France Residential, Car parks, Services) Country Consolidation
method in 2020
Percentage
held in 2020
Percentage
held in 2019
4 companies in France Residential:
Foncière Développement Logements (Parent company)
100% controlled
France FC 100.00 100.00
Batisica Luxembourg FC 100.00 100.00
Dulud France FC 100.00 100.00
Iméfa 95 France FC 100.00 100.00
6 Car parks companies:
Republique (Parent company) 100% controlled France FC 100.00 100.00
Esplanade Belvédère II France FC 100.00 100.00
Comédie France FC 100.00 100.00
Gare France FC 50.80 50.80
Gespar France FC 50.00 50.00
Trinité France FC 100.00 100.00
6 Services companies:
Covivio Hotels Management France FC 100.00 100.00
Covivio Property SNC France FC 100.00 100.00
Covivio Développement France FC 100.00 100.00
Covivio SGP France FC 100.00 100.00
Covivio Proptech France FC 100.00 100.00
Covivio Proptech Germany Germany FC 100.00 100.00

FC: Full consolidation. EM/EA: Equity Method – Affiliates.

EM/JV: Equity Method – Joint Ventures.

NC: Not Consolidated.

PC: Proportionate Consolidation.

The registered office of the parent company Foncière Développement Logements and of all its fully consolidated French subsidiaries is located at 30, avenue Kléber – 75116 Paris.

There are 434 companies in the Group, including 384 fully consolidated companies and 50 equity affiliates.

2.2.3.6. Evaluation of control

Considering the rules of governance that grant Covivio powers giving it the ability to affect asset yields, the following companies are fully consolidated.

2.2.3.6.1. SCI 11 place de l'Europe (consolidated structured entity)

As at 30 June 2020, SCI 11 place de l'Europe was 50.1% held by Covivio and fully consolidated. The partnership with the Crédit Agricole Assurances Group (49.9%) was established as of 2013 as part of the Campus Eiffage project in Vélizy.

2.2.3.6.2. SNC Latécoère and Latécoère 2 (consolidated structured entities)

As at 30 June 2020, SCI Latécoère and Latécoère 2 were 50.1% held by Covivio and fully consolidated. The partnership with the Crédit Agricole Assurances Group (49.9%) was established in 2012 and 2015 as part of the Dassault Systèmes Campus and Dassault Extension projects in Vélizy.

2.2.3.6.3. SCIs of 9 and 15 rue des Cuirassiers (consolidated structured entities)

As at 30 June 2020, the SCIs of 9 and 15 rue des Cuirassiers were 50.1% held by Covivio and fully consolidated. The partnership with Assurances du Crédit Mutuel (49.9%) was created in early December 2017 as part of the Silex 1 and Silex 2 office projects in Lyon, Part-Dieu.

2.2.3.6.4. SAS 6 rue Fructidor (consolidated structured entities)

On 29 October 2019, a partnership was signed by Covivio and Crédit Agricole Assurances with a view to sharing the Saint Ouen SO POP development project, held by the company 6, rue Fructidor. This company, the owner of a plot in St Ouen, intends to construct a new office building (31,600 m2 in floor space for offices and services, seven storeys, 249 parking spaces). The building permit was obtained on 20 May 2019 and construction is due to be finalised in the third quarter of 2022.

Construction work was completed on a building as part of a CPI signed on 29 October 2019 by Fructidor and Fructipromo.

As at 30 June 2020, the company 6 rue Fructidor was 50.1% held by Covivio and fully consolidated.

2.2.3.6.5. SCI N2 Batignolles and SNC Batignolles Promo (consolidated structured entities)

As at 30 June 2020, SCI N2 Batignolles and SNC Batignolles Promo are 50% held by Covivio and fully consolidated. The partnership with Assurances du Crédit Mutuel (50%) was established in 2018 as part of the N2 Batignolles development project.

2.2.3.6.6. SAS Samoëns (consolidated structured entity)

As at 30 June 2020, SAS Samoëns was 50.10% held by Covivio Hotels and fully consolidated. The partnership with Assurances du Crédit Mutuel (49.9%) was established as of October 2016 as part of the project to develop a Club Med holiday village in Samoëns.

As manager of Samoëns, Covivio Hotels has the widest powers to act in the name and on behalf of the company in all circumstances, in keeping with its corporate purpose.

The partnership meets the criteria of a joint venture when the parties exercising joint control have rights to net assets of the partnership arrangement. The following companies are consolidated by the equity method.

2.2.4. Significant events during the period

Significant events during the period were as follows:

2.2.4.1. Major impacts of the Covid-19 health crisis

2.2.4.1.1. Drop in hotel revenues

The majority of hotels in Europe were closed during the period from March to June: 78% of hotels were closed during the peak of the crisis. They gradually started reopening from the beginning of June, with a very low occupancy rate: 65% of hotels are open as at 30 June 2020.

Rental income of Hotels in Europe amounted to €75.9 million at 30 June 2020 compared with €124.0 million at 30 June 2019. This significant slump of -€48.1 million (i.e. -38.8%) is mainly due to the drop in Accor's variable rents (-€18.5 million) and a drop in fixed rents in the United Kingdom linked to the activation of the major under-performance clause (-€22 million).

Rent-free periods were granted to some tenants against extension of the lease period (average residual term of 12 years) amounting to €16.5 million. In accordance with IFRS 16, these benefits are treated as lease modifications and are linearised over the residual term of the leases. Linearisation did not have a significant impact on the financial statements at 30 June 2020.

EBITDA of Hotels operated stood at €3.4 million at 30 June 2020 versus €31.3 million at 30 June 2019. The hotels benefited from government furlough aid of €5.2 million.

2.2.4.1.2. Decline in the value of hotel assets

The Hotels in Europe segment recorded a decline of -€135 million in value, mainly in Accor's assets (under variable rents), assets in the United Kingdom and retail. For hotel assets, this decline reflects a revenue effect for 70%, linked to the deterioration of cash flows until the end of 2021/in 2022 on assets for which revenue is correlated with the performance of the hotels, and a rate effect for 30%, linked to the increase of +15 bps in discount rates.

2.2.3.6.7. SCI Lenovilla (joint venture)

As at 30 June 2020, Lenovilla was 50.09% held by Covivio and consolidated according to the equity method. The partnership with the Crédit Agricole Assurances Group (49.91%) was established in January 2013 as part of the New Vélizy (Campus Thales) project. The shareholder agreement stipulates that decisions be made unanimously.

2.2.3.6.8. SCI Cœur d'Orly Bureaux (joint venture)

As at 30 June 2020, SCI Cœur d'Orly Bureaux was 50% held by Covivio and 50% by Aéroports de Paris and was consolidated by the equity method. On 10 March 2008, the shareholders signed a memorandum of understanding, subsequently amended by a succession of deeds and by partnership agreements which set out the partners' rights and obligations with respect to SCI Cœur d'Orly Bureaux.

The ADP Group (as land developer and joint investor) and Covivio (as property developer and joint investor) signed the required deeds for the construction of the Belaïa office building at Cœur d'Orly, the business district of the Paris-Orly airport. The completion of this building is scheduled for the second half of 2020.

At 30 June 2020, impairment tests led to the impairment of goodwill on two hotels operated as Operating properties in Germany for an amount of €2.5 million. A 2.5% drop in the values of hotels in Operating properties would generate additional impairment of €5 million and a 5% drop would generate an impairment of €15 million.

2.2.4.1.3. Impairment of trade receivables

The lockdown period in Europe led to an increase in bad debts in the 2nd quarter of 2020, which led the Group to strengthen its provisioning rules.

Additional impairments were recorded, mainly for retail tenants in Italy and Germany, for tenants whose situation was already difficult pre-Covid, and when the size of the bad debt was less than €100 thousand with a lease term of less than three years (see section 2.2.6.2.2).

2.2.4.2. Creation of a Germany Offices segment

2.2.4.2.1. Acquisition of Covivio Office (formerly Godewind Immobilien) – portfolio of €1.2 billion

Following the launch of a takeover bid in February 2020, Covivio acquired 89.26% of the securities of Godewind Immobilien, a listed REIT specialising in office real estate in Germany. The acquisition price was €6.40 per security, i.e. €619 million. The company was delisted from the German stock exchange on 14 May 2020. It was renamed Covivio Office.

Covivio Office holds a portfolio of €1.2 billion consisting of 10 office buildings (290,000 m2 ), located in Frankfurt (40% of the portfolio), Düsseldorf (28%), Hamburg (24%) and Munich (8%).

The acquisition price of Godewind Immobilien breaks down as follows:

Allocation of the acquisition price (€K) Acquisition values
Acquisition price (96,672,096 securities at €6.40) 618,701
Intangible assets 130
Investment properties 1,266,372
Tangible assets 7,687
Non-current financial Assets 70
Deferred tax assets 31,646
Other current assets 4,619
Cash and cash equivalents (available and restricted) 24,769
Assets 1,335,293
Bank borrowings 500,241
Rental liabilities 20,520
Deferred tax liabilities 74,581
Other non-current liabilities 859
Other current liabilities 24,862
Liabilities 621,063
Net assets identified at fair value 714,230
Indirect non-controlling interests -8,166
TOTAL NET ASSETS IDENTIFIED AT FAIR VALUE (100%) 706,064
Share of net assets identified at fair value acquired (87.63%(1)) 618,701

(1) Godewind Immobilien's buyback of its own shares in June 2020 had an accretive effect on the ownership position at the end of the period (89.26%).

These values are based on the accounting principles and methods defined in IFRS 3 Business combinations, which stipulates that assets and liabilities are measured at fair value on the acquisition date.

2.2.4.3. France Offices

2.2.4.2.1. Disposals (€84 million – profit or loss on disposals net of fees: -€1 million) and assets under preliminary sale agreements (€195 million)

In the 1st half of 2020, Covivio notably sold the Nanterre Respiro asset for a sale price of €79.5 million. These disposals resulted in net loss of €1 million.

At 30 June 2020, the amount of assets under preliminary sale agreements totalled €195 million.

2.2.4.2.2. Development projects

The asset development programme is presented in Note 2.2.5.1.5.

2.2.4.2.3. Refinancing and redemption

On 30 April 2020, the 2013 bond was redeemed at maturity for -€180 million.

In June, Covivio issued a €500 million bond, maturing in 2030, offering a fixed coupon of 1.625%.

2.2.4.4. Italy Offices

2.2.4.4.1. Disposals (€56 million – profit or loss on disposals net of fees: -€5 million) and assets under preliminary agreement (€162 million)

In the 1st half of 2020, non-strategic assets were sold for a total sale price of €56 million. The income from disposal was negatively impacted by the inclusion of compensation of €4.4 million under contractual guarantees granted during the disposal of an asset in Milan in 2018.

At 30 June 2020, the amount of assets under preliminary sale agreement totalled €162 million.

2.2.4.4.2. Development projects

The asset development programme is presented in Note 2.2.5.1.5.

The 1st half of 2020 was marked by the delivery of two development projects: Milan The Sign A and Turin Ferrucci.

2.2.4.5. Hotels in Europe

2.2.4.5.1. Acquisition – ROCO Project

Covivio Hotels has signed an agreement for the acquisition of a portfolio of eight hotels, mainly five-star hotels located in the centres of major European cities: Rome, Florence, Venice (two assets), Budapest (two assets), Prague and Nice.

The portfolio value amounts to €573 million. A deposit of €27 million was paid in December 2019 and €15 million in April 2020.

These hotels will be operated by NH Hotel Group, which has entered into long-term net triple leases with a guaranteed minimum variable rent. The agreement is for an initial term of 16 years, extendible to 30 years at the request of NH Hotel Group.

The acquisition is due to be signed in September 2020.

2.2.4.5.2. Disposals of assets (€121 million – profit or loss on disposals net of fees: €0 million) and assets under preliminary sale agreement (€94 million)

In the 1st half of 2020, Covivio Hotels sold four B&B assets in France held in partnership, for €5.2 million, a portfolio of 11 B&B assets in Germany for €115 million and a Courtepaille asset for €1 million.

At 30 June 2020, preliminary sale agreements amounted to €94 million, including the Playa Capricho asset in Spain for €22.2 million, 15 non-strategic assets for €57.5 million and two Accor assets for €14.7 million.

2.2.4.5.3. Refinancing and redemption

A new loan of €258 million was taken out for the Operating properties portfolio in Germany in December 2019, which was drawn in early 2020.

2.2.4.6. Germany Residential

2.2.4.6.1. Asset disposals (€20 million – income from disposals net of fees: +€1 million) and assets under preliminary sale agreements (€6 million)

Disposals worth €20 million were completed in the first half of 2020, mainly in Berlin.

At 30 June 2020, the amount of assets under preliminary sale agreement totalled €6 million (net of fees).

2.2.4.6.2. Acquisitions (assets: €12 million)

The Group acquired a portfolio of directly held assets in Dresden for €7.5 million and in Berlin for €4.5 million.

2.2.4.6.3. Refinancing and redemption

The Group proceeded to refinance the KG4 portfolio with a financing commitment of €288 million over 10 years.

2.2.4.7. Other (Including French Residential)

2.2.4.7.1. Asset disposals (€22 million net of fees) and assets under preliminary sale agreement (€4 million)

In France, Foncière Développement Logements continued its sales plan and completed disposals for a sale price of €22 million (net of fees).

At 30 June 2020, the majority of the portfolio was classified under assets held for sale and represented €4 million.

2.2.5. Notes to the statement of financial position

2.2.5.1. Portfolio

2.2.5.1.1. Accounting principles applicable to tangible and intangible fixed assets

2.2.5.1.1.1. Intangible assets

Identifiable intangible fixed assets are amortised on a straightline basis over their expected useful lives. Intangible fixed assets acquired are recorded on the balance sheet at acquisition cost. They primarily include entry fees (and occupancy rights for car parks) and computer software.

Intangible fixed assets are amortised on a straight-line basis, as follows:

  • software: over a period of 1 to 3 years
  • occupancy rights: 30 years.

Fixed assets in the concession segment – Concession activity

The Covivio Group applies IFRIC 12 in the consolidated financial statements for car parks that are the subject of service concession agreements. An analysis of the Group's concession agreements results in classifying agreements as intangible assets as the Group is paid directly by users for all car parks operated without a subsidy from public authorities. These concession assets are assessed at historical cost less accumulated depreciation and any impairment.

The Group no longer has any fully owned car parks and consequently there are no longer any tangible "Car park" assets, other than right-of-use assets related to leases under IFRS 16.

2.2.5.1.1.2. Business combinations (IFRS 3) and goodwill from acquisitions

An entity must determine whether a transaction or event constitutes a business combination within the meaning of the definition of IFRS 3, which stipulates that a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return directly to investors in the form of dividends, lower costs or other economic advantages.

In this case, the acquisition cost is set at the fair value on the date of the exchange of the assets and liabilities and equity instruments issued for the purpose of acquiring the entity. Goodwill is recognised as an asset for the surplus of the acquisition cost on the portion of the buyer's interest in the fair value of the assets and liabilities acquired, net of any deferred taxes. Negative goodwill is recorded in the income statement.

To determine whether a transaction constitutes a business combination, the Group considers whether an integrated set of businesses is acquired in addition to real estate. The criteria the Group uses may be the number of assets and the existence of a process such as asset management or sales and marketing units.

If the Group concludes that the transaction is not a business combination, then it recognises the transaction as an acquisition of assets and applies the standards appropriate to acquired assets.

Related acquisition costs are recognised in expense in accordance with IFRS 3 under "Income from changes in consolidation scope" in the income statement.

The prospective additional costs are appraised at fair value at the acquisition date. They are definitely appraised in the 12 months following the acquisition. The subsequent change of these additional costs is recorded in the income statement.

After its initial recognition, the goodwill is subject to an impairment test at least once a year. The impairment test consists in comparing the net book value of the intangible and tangible fixed assets and goodwill related to the valuation of the hotels as "Operating Properties" made by the real estate appraisers.

2.2.5.1.1.3. Investment properties (IAS 40)

Investment properties are real estate properties held for purposes of leasing within the context of operating leases or long-term capital appreciation (or both).

Investment properties represent the majority of the Group's portfolio. The buildings occupied or operated by the Covivio Group employees – owner occupied buildings – are recognised under tangible fixed assets (office properties occupied by employees, spaces used for own Flex Office, hotel real estate managed by the Operating Properties business).

Under the option offered by IAS 40, investment properties are assessed at their fair value. Changes in fair value are recorded in the income statement. Investment property is not amortised.

Valuations are carried out in accordance with the Code of conduct applicable to SIICs, the Charter of property valuation expertise, the recommendations of the COB/CNCC working group chaired by Mr Barthès de Ruyter and the international plan in accordance with the International Valuation Standards Council (IVSC) and those of the Red Book 2014 of the Royal Institution of Chartered Surveyors (RICS).

The real estate portfolio directly held by the Group was appraised in full at 30 June 2020 by independent real estate experts including BNP Real Estate, JLL, CBRE, Cushman, CFE, MKG, REAG and HVS.

Assets were estimated at values excluding and/or including duties, and rents at market value. Estimates were made using the comparative method, the rent capitalisation method, and the discounted future cash flows method.

The assets are recognised at their net market value.

  • For France, Italy and Germany Offices, the valuations are primarily performed according to two methods:
    • the yield (or income capitalisation) method:

This approach consists of capitalising an annual income, which, in general, is rental income from occupied assets, with the possible impact of a reversion potential, and market rent for vacant assets, taking into account the time needed to find new tenants, any renovation work and other costs.

• the discounted cash flow (DCF) method:

This method consists of determining the useful value of an asset by discounting the forecast cash flows that it is likely to generate over a given time frame. The discount rate is determined on the basis of the risk-free rate plus a risk premium associated with the asset and defined by comparison with the discount rates applied to cash flows generated by similar assets.

  • For Hotels in Europe, the methodology changes according to the type of assets:
    • the rent capitalisation method is used for restaurants, garden centres and Club Med holiday villages
    • the DCF method is used for hotels (including the revenue forecasts determined by the appraiser) and Sunparks holiday villages.
  • For Germany Residential, the fair value determined corresponds to:
    • a block value for assets for which no sales strategy has been developed or which have not been marketed

• an occupied retail value for assets on which at least one preliminary sale agreement has been made before the reporting date.

The evaluation method used was the discounted cash flow method.

The resulting values are also compared with the initial yield rate and the monetary values per square metre of comparable transactions and transactions carried out by the Group.

IFRS 13 "Fair Value Measurement" establishes a fair value hierarchy that categorises the inputs used in valuation techniques into three levels:

  • level 1: the valuation refers to quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
  • level 2: the valuation refers to valuation methods using inputs that are observable for the asset or liability, either directly or indirectly, in an active market
  • level 3: the valuation refers to valuation methods using inputs that are unobservable in an active market.

The fair value measurement of investment properties requires the use of different valuation methods using unobservable or observable inputs to which some adjustments have been applied. Accordingly, the Group's portfolio is mainly categorised as level 3 according to the IFRS 13 fair value hierarchy.

The appraisal of real-estate-assets accounted for as investment properties was conducted in the context of a changing situation affected by the unprecedented Covid-19 crisis, for which the impact and outlook remained difficult to predict at the time the appraisals took place.

The context of the health crisis has created uncertainty about the estimates used for appraisal values. These estimates include assumptions about resumption of activity (reopening of hotels and gradual return of visitors, use of office buildings, etc.) which may not be realised.

Without calling into question the reliability of the appraisal valuations, experts have included a "material valuation uncertainty" in accordance with VPS 3 and VPGA 10 of the RICS Red Book Global. This indication is designed to bring clarity and transparency to the fact that, given the current circumstances, there is less certainty than usual regarding the valuation.

2.2.5.1.1.4. Assets under development (IAS 40)

Assets under construction are recognised according to the general fair-value principle, except where it is not possible to determine this fair value on a reliable and ongoing basis. In such cases, the asset is carried at cost.

As a result, development programmes and extensions or remodelling of existing assets that are not yet commissioned are recognised at their fair value and are treated as investment properties whenever the administrative and technical fair-value reliability criteria – i.e. administrative, technical and commercial criteria – are met.

In accordance with revised IAS 23, the borrowing cost during a period of construction and renovation is included in the cost of the assets. The capitalised amount is determined on the basis of fees paid for specific borrowings and, where applicable, for financing from general borrowings based on the weighted average rate of the particular debt.

2.2.5.1.1.5. Right-of-use (IFRS 16)

In application of IFRS 16, when a movable or immovable asset is held under a lease, the lessee is required to recognise a rightof-use asset and a rental liability, at amortised cost.

Right-of-use assets are included in the items under which the corresponding underlying assets are presented, if they belonged thereto, namely the items Operating properties, Other tangible fixed assets, and Investment properties.

2.2.5.1.1.6. Tangible fixed assets (IAS 16)

Pursuant to the preferred method proposed by IAS 16, operating buildings (head offices and Flex Office business) and managed hotels under the Operating Properties business line (owner occupied buildings – occupied or operated by Group The lessee depreciates the right-of-use on a straight-line basis over the term of the lease, except for rights relating to investment properties, which are measured at fair value.

employees) are carried at historical cost less accumulated depreciation and any potential impairment. They are amortised over their expected useful life according to a component-based approach.

The hotels operated as Operating Properties are depreciated according to their period of use:

Building 50 to 60 years
General installations and layout of the buildings 10 to 30 years
Equipment and furniture 3 to 20 years

If the appraisal values of the Operating Properties are less than the net book value, impairment is recognised, as a priority on the value of the fund, then on the value of the tangible fixed assets.

2.2.5.1.1.7. Non-current assets held for sale (IFRS 5)

In accordance with IFRS 5, when Covivio decides to dispose of an asset or group of assets, it classifies them as assets held for sale if:

  • the asset or group of assets is available for immediate sale in its current condition, subject only to normal and customary conditions for the sale of such assets
  • its or their sale is likely within one year and marketing for the property has been initiated.

For the Covivio Group, only assets corresponding to the above criteria or for which a sale commitment has been signed are classified as assets held for sale.

If a sale commitment exists on the account closing date, the price of the commitment net of expenses constitutes the fair value of the asset held for sale.

2.2.5.1.2. Table of changes in fixed assets

Scope change
& change in
(€K) 31/12/2019 accounting
method
Increase /
Allocation
Disposal /
Reversal
Change in
fair value
Transfers Change in
exchange rate
30/06/2020
Goodwill 143,286 6 -2,573 0 0 0 0 140,719
Intangible assets 23,471 124 36 0 0 175 0 23,806(1)
Gross amounts 92,621 162 2,180 -2 0 167 0 95,128
Depreciation -69,150 -38 -2,144 2 0 8 0 -71,322
Tangible assets 1,489,442 7,588 10,018 -227 -1 -2,488 -2 1,504,331
Operating properties 1,409,707 6,455 -5,974 -120 0 1,807 0 1,411,875
Gross amounts 1,698,449 6,455 18,371(2) -150 0 812 0 1,723,937
Depreciation -288,742 0 -24,345 30 0 995 0 -312,062
Other tangible fixed assets 41,855 1,133 -1,381 -3 0 65 0 41,669
Gross amounts 169,248 1,280 4,005 -91 0 7 0 174,449
Depreciation -127,393 -147 -5,386 88 0 58 0 -132,780
Fixed assets in progress 37,880 0 17,373(3) -104 -1 -4,360 -2 50,787
Gross amounts 37,880 0 17,373 -104 -1 -4,360 -2 50,787
Depreciation 0 0 0 0 0 0 0 0
Investment properties 20,837,882 1,265,563 246,391 -84,213 133,495 -308,325 -48,460 22,042,333
Operating properties 19,504,306 1,265,563 121,522 -84,213 42,480 -198,205 -48,460 20,602,993
Investment properties
under development
1,333,576 0 124,869 0 91,015 -110,120 0 1,439,340
Assets held for sale 324,292 0 -4,862 -214,050 31,316 325,333 0 462,029
Assets held for sale 324,292 0 -4,862 -214,050 31,316 325,333 0 462,029
TOTAL 22,818,374 1,273,281 249,010 -298,490 164,810 14,695 -48,461 24,173,218

(1) The "Intangible fixed assets" line includes in particular the car park concession assets and leases in the amount of €17 million. (2) Including the acquisition of land (Alexanderplatz +€8.6 million) and carrying out work on the Italy Offices (+€5.1 million) and Hotels in Europe (+€4 million) assets.

(3) Including work on Germany Residential assets (€3.5 million), Operating Property assets (€4.8 million), the future Covivio headquarters (€4.7 million) and Paris Gobelins (€3.4 million).

Fixed assets in progress also includes instalments paid on asset acquisitions in Italy Offices (€1.6 million) and France Offices (€1 million).

Changes in the scope of tangible fixed assets are mainly related to lease rights-of-use for Covivio Office (formerly Godewind Immobilien) business premises for €6.2 million.

Changes in the scope of investment properties include in particular the entry into the scope of Covivio Office, which has assets in Hamburg, Munich, Düsseldorf and Frankfurt (+€1,252.5 million) and rights-of-use on a long-term lease (+€13.8 million).

The transfer column total (+€14.7 million) mainly corresponds to the reclassification of a Germany Office real estate trading property located in Berlin as property under development.

The portfolio of hotels held as Operating Properties totalled €1,047.9 million at 30 June 2020. In accordance with IAS 16, it is recognised under "Tangible fixed assets".

The "Disbursements related to acquisition of tangible and intangible fixed assets" line in the Statement of Cash Flows (€230.1 million) refers mainly to increases in the statement of changes in the portfolio excluding the effect of depreciation (-€283.5 million), restated for advances and down-payments already paid on properties under development (+€11.4 million), to changes in inventories of real estate trading and development companies (-€1.6 million) adjusted for changes in fixed asset trade payables (+€16.5 million) and restatements for step rental schemes and rent incentives (+€26.6 million).

The "Proceeds relating to the disposal of tangible and intangible fixed assets" line in the Statement of Cash Flows (€254.8 million) primarily corresponds to income from disposals as presented in section 2.2.6.3. Income from asset disposals (€292.3 million), and to the proceeds from the disposal of assets in inventory (€3.0 million), restated for the change in receivables on asset disposals (-€40.4 million).

2.2.5.1.3. Investment properties

Scope change
& change in
Transfers
accounting Change in and Change in
(€K) 31/12/2019 method Increase Disposal fair value disposals exchange rate 30/06/2020
Investment properties 20,837,882 1,265,563 246,391 -84,213 133,495 -308,325 -48,460 22,042,333
Operating properties 19,504,306 1,265,563 121,522 -84,213 42,480 -198,205 -48,460 20,602,993
France Offices 4,984,139 0 15,601 -83,830 -16,498 -132,215 0 4,767,197
Italy Offices 3,179,865 0 7,809 0 -28,844 21,185 0 3,180,015
Hotels in Europe 4,921,894 0 22,178 -383 -137,615 -78,964 -48,460 4,678,650
Residential Germany 6,384,608 -809 54,734 0 219,131 -8,211 0 6,649,453
German Offices 33,800 1,266,372 21,200 0 6,306 0 0 1,327,678
Investment properties
under development
1,333,576 0 124,869 0 91,015 -110,120 0 1,439,340
France Offices 868,320 0 88,007 0 91,281 0 0 1,047,608
Italy Offices 379,269 0 29,397 0 -11 -127,685 0 280,970
Hotels in Europe 9,930 0 104 0 -254 0 0 9,780
Residential Germany 0 0 0 0 0 0 0 0
German Offices 76,057 0 7,361 0 -1 17,565 0 100,982
Assets held for sale 324,292 0 -4,862 -214,050 31,316 325,333 0 462,029
France Offices 55,029 0 -5,076 -960 14,545 131,771 0 195,309
Italy Offices 100,205 0 194 -56,027 11,222 106,500 0 162,094
Hotels in Europe 132,638 0 0 -120,032 2,834 78,950 0 94,390
Residential Germany 10,516 0 0 -15,071 2,735 8,112 0 6,292
German Offices 0 0 0 0 0 0 0 0
Others 25,904 0 20 -21,960 -20 0 0 3,944
TOTAL 21,162,174 1,265,563(1) 241,529(1) -298,263 164,811 17,008 -48,460 22,504,362

(1) Details of the increases and changes in the scope of the investment properties and assets held for sale are shown in section 2.2.5.1.4.

The amounts in the "disposals" column correspond to the appraisal figures published on 31 December 2019.

❚ Consolidated portfolio of assets at 30 June 2020 (€M):

The Group has not identified the best use of an asset as being different from its current use. Consequently, the application of IFRS 13 did not lead to a modification of 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 the real estate appraisers:

❚ France Offices, Italy Offices and Germany Offices

Yield rate Yield rate
excluding duties
Discounted
cash flow rate
Portfolio excluding duties (weighted Discounted (weighted
Grouping of similar assets Level (€M) (min.-max.) average) cash flow rate average)
Paris Centre West Level 3 1,147 3.2%-6.1% 3.1% 3.5%-7.0% 5.0%
North Eastern Paris Level 3 412 4,0%-4,5% 5.0% 3,8%-5,0% 4.5%
Paris South Level 3 721 3,1%-5,0% 4.5% 3,5%-5,8% 4.4%
Western Crescent Level 3 1,502 3,6%-7,3% 4.7% 3,8%-7,5% 5.2%
Inner suburbs Level 3 1,302 5,0%-6,5% 5.4% 3,8%-7,3% 5.2%
Outer suburbs Level 3 53 4,8%-12,8% 5.7% 4,0%-9,5% 4.5%
Total Paris Regions 5,137 3,1%-12,8% 3,5%-9,5%
Major Regional Cities Level 3 741 3,7%-11,8% 6.3% 4,0%-11,5% 5.2%
Area Level 3 132 5,0%-14,1% 8.0% 4,3%-12,0% 5.5%
Total Regions 873 3,7%-14,1% 4,0%-12,0%
TOTAL FRANCE OFFICES 6,010 3,1%-14,1% 3,5%-12%
Milan Level 3 1,945 2,8%-6,3% 4.6% 4,5%-6,4% 4.6%
Rome Level 3 212 3,0%-5,0% 3.9% 5,2%-6,2% 5.6%
Others Level 3 1,185 3,4%-7,2% 6.0% 5,4%-6,9% 6.4%
Total in operation 3,342
Development projects Level 3 281 6,1%-9,0%
TOTAL ITALY OFFICES 3,623
Berlin Level 3 45 2,9%-5,4% 3.5% 4,9%-7,4% 5.5%
Düsseldorf Level 3 336 3,7%-4,1% 4.0% 4,3%-4,7% 4.6%
Frankfurt Level 3 511 4,1%-4,9% 4.4% 4,6%-5,6% 5.0%
Hamburg Level 3 298 3,8%-4,2% 3.9% 4,4%-4,7% 4.4%
Munich Level 3 124 4,2%-4,5% 4.3% 4,8%-5,2% 4.9%
Total in operation 1,314 2,9%-5,4% 4.2% 4,3%-7,4% 4.8%
Development projects Level 3 101
Use rights Level 3 14
GERMANY OFFICES TOTAL 1,429
OFFICES TOTAL 11,062

❚ Hotels in Europe:

Yield rate Yield rate
excluding duties
Discounted
cash flow rate
Grouping of similar assets Level Portfolio
(€M)
excluding duties
(min.-max.)
(weighted
average)
Discounted
cash flow rate
(weighted
average)
Germany Level 3 640 3,8%-5,3% 4.5% 4,0%-6,3% 5.3%
Belgium Level 3 251 5,4%-6,2% 5.9% 7,0%-7,8% 7.5%
Spain Level 3 664 4,8%-7,4% 4.9% 4,8%-7,4% 5.4%
France Level 3 1,743 3,5%-5,5% 4.5% 4,4%-7,9% 5.8%
Netherlands Level 3 155 4,2%-5,9% 4.8% 5,2%-8% 5.9%
United Kingdom Level 3 853 4,0%-5,8% 4.6% 6,5%-8,1% 7.2%
Others Level 3 111 5,4%-6,2% 7,4%-8,1%
Hotel lease properties Level 3 4,416 3,5%-7,4% 4.7% 4,0%-8,1% 6.1%
Retail Level 3 161 6,1%-7,5% 6.9% 7,4%-9,3% 8.9%
Total in operation 4,577
Development projects Level 3 10 5.9% 5.9%
Use rights Level 3 196
TOTAL HOTELS IN EUROPE 4,783

❚ Germany Residential

Yield rate(1)
Grouping of similar assets Level Portfolio (€M) Total portfolio Block valued
properties
Discounted
cash flow rate
Average value
(€/m2)
Duisburg Level 3 287 3,7%-4,9% 3,7%-4,9% 4,5%-5,9% 1,393
Essen Level 3 665 3,1%-5,4% 3,1%-5,4% 4,3%-6,7% 1,726
Mülheim Level 3 198 3,7%-5,1% 3,7%-5,1% 4,7%-6,1% 1,521
Oberhausen Level 3 158 4,0%-6,4% 4,0%-6,4% 4,5%-7,4% 1,174
Datteln Level 3 129 3,4%-4,9% 3,4%-4,9% 4,4%-5,9% 1,132
Berlin Level 3 3,778 1,1%-5,4% 1,1%-5,4% 3,1%-7,4% 2,918
Düsseldorf Level 3 169 2,5%-3,6% 2,5%-3,6% 4,0%-5,1% 2,620
Dresden Level 3 434 2,8%-4,2% 2,8%-4,2% 4,0%-5,7% 2,209
Leipzig Level 3 209 2,5%-4,5% 2,5%-4,5% 4,0%-6,0% 1,623
Hamburg Level 3 480 1,9%-4,0% 1,9%-4,0% 3,4%-5,5% 3,346
Others Level 3 151 2,5%-4,7% 2,5%-4,7% 4,0%-5,7% 1,827
TOTAL GERMAN RESIDENTIAL 6,656

(1) Yield rates: Potential yield rate assumed excluding taxes (actual rents/appraisal values excluding taxes).

❚ Impact of changes in the yield rate on changes in the fair value of real estate assets, by operating segment

(€K) Yield(2) Yield rate
-50 bps
Yield rate
+50 bps
France Offices(1) 5.0% 552.3 -451.8
Italy Offices 5.5% 335.4 -279.3
Hotels in Europe(1) 5.3% 547.8 -453.8
Residential Germany 3.9% 988.5 -762.1
German Offices 3.4% 226.9 -168.6
TOTAL(1) 4.7% 2,650.9 -2,115.6

(1) Including assets held by equity affiliates, excl. operating property assets.

(2) Yield on operating portfolio – excl. duties.

• If the yield rate excluding taxes drops 50 bps (-0.5 point), the market value excluding taxes of the real estate assets will increase by €2,651 million.

• If the yield rate excluding taxes increases 50 bps (+0.5 point), the market value excluding taxes of the real estate assets will decrease by €2,115 million.

2.2.5.1.4. Acquisitions and works

(€K) Scope change & change
in accounting method
Acquis. Works Total increase
France Offices 0 0 15,601 15,601
Italy Offices 0 0 7,809 7,809
Ibis Strasbourg plot leasehold rights 4,273
Hotels in Europe 0 4,273 17,905 22,178
Investments in Hamburg, Frankfurt, Düsseldorf, Munich 1,252,521
Use rights for investment properties 13,851
Assets in Berlin 10,519
German Offices 1,266,372 10,519 10,681 21,200
Others -809
Assets in Dresden 7,395
Assets in Berlin 4,499
Residential Germany -809 11,894 42,840 54,734
Total operating properties 1,265,563 26,686 94,836 121,522
France Offices 0 0 88,007 88,007
Italy Offices 0 0 29,397 29,397
Hotels in Europe 0 0 104 104
German Offices 0 0 7,361 7,361
Total properties under development 0 0 124,869 124,869
France Offices -5,076 -5,076
Italy Offices 194 194
Others 20 20
Total assets held for sale 0 0 -4,862 -4,862
TOTAL 1,265,563 26,686 214,843 241,529

The work of (-€5 million) in France Offices corresponds to the rebate on taxes paid on the Meudon Canopée project, which was transferred in 2019 to assets held for sale.

2.2.5.1.5. Investment properties under development

Properties under development relate to building or redevelopment programmes that fall within the application of IAS 40 (revised).

(€K) 31/12/2019 Acquisitions
and works
Capitalised
interest
Change in
fair value
Transfers and
disposals
30/06/2020
Levallois Alis 149,000 1,739 1,229 10,132 162,100
N2 Batignolles 76,055 4,473 1,153 17,119 98,800
Lyon Silex 2nd tranche 141,300 12,080 1,677 743 155,800
Montrouge Flow 124,500 13,540 935 9,425 148,400
Paris So Pop 154,100 6,687 1,132 17,581 179,500
Châtillon Iro 120,200 18,640 1,755 24,205 164,800
Meudon Opale 32,344 132 -3,476 29,000
DS Campus extension 18,601 1,833 94 11,972 32,500
Meudon Ducasse 14,640 7,195 186 -751 21,270
Terres Neuves 2,430 46 -46 2,430
Lyon Silex 3rd tranche 8,000 1,000 9,000
Montpellier 27,150 13,236 245 3,377 44,008
Total France Offices 868,320 79,601 8,406 91,281 0 1,047,608
Milan, via Unione/via Torino 35,300 451 497 52 36,300
Milan, via Schievano/via Santander 15,300 470 226 -296 15,700
Milan, piazza Duca d'Aosta 14,070 2,731 112 -743 16,170
Milan, Symbiosis – Buildings C and E 35,829 -87 688 1,870 38,300
Milan, Symbiosis – Building D 39,900 9,124 606 370 50,000
Milan, Symbiosis – Buildings G and H 44,371 -56 841 -1,456 43,700
Building Milan, Symbiosis – Edificio School 15,000 5,675 162 163 21,000
Milan, via Schievano – The Sign B 38,900 3,938 547 515 43,900
Milan, via Schievano – The Sign C 13,000 1,932 163 805 15,900
Milan, via Schievano – The Sign A 42,500 657 187 -43,344 0
Turin, Corso Ferrucci 85,099 533 -1,291 -84,341 0
Total Italy Offices 379,269 25,368 4,029 -11 -127,685 280,970
B&B Bagnolet 9,930 15 89 -254 9,780
Total Hotels in Europe 9,930 15 89 -254 0 9,780
Alexanderplatz 76,057 4,996 1,440 -1 82,492
Reno Wilhelm-Kabus-Strasse 0 622 303 17,565 18,490
Germany Offices total 76,057 5,618 1,743 -1 17,565 100,982
CONSOLIDATED TOTAL 1,333,576 110,602 14,267 91,015 -110,120 1,439,340

The "transfers and disposals" column includes in particular the delivery of the Turin Ferrucci (-€84.3 million) and The Sign A (-€43.3 million) assets and the transfer of a real estate trading property asset (Germany Offices) to property under development (+€17.6 million).

The pandemic has caused a delay of around three months in the progress of work. There are no additional costs generated by the health crisis other than those related to securing construction sites.

2.2.5.2. Financial assets

2.2.5.2.1. Accounting principles

2.2.5.2.1.1. Other financial assets

Other financial assets consist of investment-fund holdings, which cannot be classified as cash or cash equivalents.

These securities are recognised upon acquisition at cost plus transaction costs. They are then recognised at fair value in the income statement on the reporting date. The fair value is arrived at on the basis of recognised valuation techniques (reference to recent transactions, Discounted Cash Flows, etc.). Some securities that cannot be reliably measured at fair value are recognised at acquisition cost.

Securities available for sale of listed and non-consolidated companies are recorded at their stock-market price with an offsetting entry in shareholders' equity in accordance with IFRS 9.

Dividends received are recognised when they have been approved by vote.

2.2.5.2.1.2. Loans

At each reporting date, loans are recorded at their amortised cost. Moreover, impairment is recognised and recorded on the income statement when there is an objective indication of impairment as a result of an event occurring after the initial recognition of the asset.

2.2.5.2.2. Table of financial assets

Change in Scope Change in
exchange
(€K) 31/12/2019 Increase Decrease fair value change Transfers rate 30/06/2020
Ordinary loans(1) 130,572 2,765 -100 0 0 19,939 0 153,176
Total loans and current
accounts
130,572 2,765 -100 0 0 19,939 0 153,176
Advances and pre-payments
on acquisition of shares
27,000 15,000 0 0 0 0 0 42,000
Securities at historic cost 28,465 236 0 0 0 -38 0 28,663
Dividends to be received 0 1 0 0 0 0 0 1
Subscribed capital not paid up 0 0 0 0 0 0 0 0
Total other financial assets(2) 55,465 15,237 0 0 0 -38 0 70,664
Receivables on financial assets 89,613 0 27,996 0 70 -1,288 -3 116,389
Total receivables
on financial assets
89,613 0 27,996 0 70 -1,288 -3 116,389
TOTAL 275,651 18,002 27,896 0 70 18,613 -3 340,229
Amortisations and provisions(3) -16,591 -68 24 0 0 38 0 -16,597
NET TOTAL 259,060 17,934 27,920 0 70 18,651 -3 323,632

(1) Ordinary loans include receivables from equity investments in equity affiliates. The increase in the period is related mainly to the reclassification of the loan granted to Lenovilla as a long-term loan (+€20 million), loans granted to companies acquired in July 2019 with 32 hotels in France and Belgium (+€1 million) and to Cœur d'Orly for a Belaïa development project (+€1 million).

(2) Total other financial assets are broken down as follows:

- Advances and deposits made to acquire securities in companies:

An additional deposit of €15 million was paid for the acquisition of a portfolio of hotels located in the centres of major European cities (Rome, Florence, Venice, Budapest, Prague and Nice).

- Securities at historic cost:

The investments held by Covivio in Italy in real estate funds (€17 million) are valued at their historical cost. Potential impairments are recorded in the income statement.

- Receivables on financial assets: The increase in receivables on financial assets mainly corresponds to receivables on disposals in Italy Offices (+€28 million).

(3) Includes impairment losses on securities at historical cost held by Covivio in Italy (€11.4 million) and impairment losses on receivables for disposals of more than one year (€3.3 million) and for receivables related to financial assets (€1.9 million).

2.2.5.3. Investments in equity affiliates and joint ventures

2.2.5.3.1. Accounting principles

Investments in equity affiliates and joint ventures are recognised by the equity method. According to this method, the Group's investment in the equity affiliate or the joint venture is initially recognised at cost, increased or reduced by the changes, subsequent to the acquisition, in the share of the net assets of the affiliate. The goodwill related to an equity affiliate or joint venture is included in the book value of the investment, if it is not impaired. The share in the earnings for the period is shown in the line item "Share in income of equity affiliates".

The financial statements of associates and joint ventures are prepared for the same accounting period as for the parent company, and adjustments are made, where relevant, to adapt the accounting methods to those of the Covivio Group.

2.2.5.3.2. Table of investments in equity affiliates and joint ventures

(€K) % ownership Operating segment Country 31/12/2019 30/06/2020 Change
Group
Of which
share of
net
income
Of which
distribution
and change
in scope
SCI Factor E and SCI Orianz 34.69% France Offices France 13,968 14,700 731 731 0
Lenovilla (New Velizy) 50.10% France Offices France 60,291 59,562 -729 1,776 -2,505
Euromarseille (Euromed) 50.00% France Offices France 49,880 50,054 174 174 0
Cœur d'Orly (Askia and Belaïa) 50.00% France Offices(1) France 29,765 27,768 -1,996 -1,623 -373
Investire Immobiliare and others Italy Offices Italy 13,879 13,034 -846 201 -1,047
Iris Holding France 19.90% Hotels in Europe Belgium,
Germany
19,256 17,679 -1,577 -1,577 0
OPCI IRIS Invest 2010 19.90% Hotels in Europe France 32,007 27,283 -4,724 -3,356 -1,368
OPCI Camp Invest 19.90% Hotels in Europe France 21,097 22,004 906 2,022 -1,116
Dahlia 20.00% Hotels in Europe France 20,012 18,322 -1,690 -1,690 0
Phoenix 31.15%
and 33.33%
Hotels in Europe France,
Belgium
114,159 108,929 -5,230 -2,296 -2,933
TOTAL 374,316 359,335 -14,980 -5,639 -9,341

(1) Including Belaïa building under development.

The investments in equity affiliates at 30 June 2020 amounted to €359.3 million, compared with €374.3 million as at 31 December 2019, i.e. a decrease of -€15 million.

The change over the period is mainly due to the appropriation of 2019 net income (-€8.9 million) and net income for the period (-€5.6 million).

2.2.5.3.3. Breakdown of shareholdings in the main associates and joint ventures

Ownership Cœur d'Orly Renovation
Euromed
SCI Lenovilla
(New Velizy)
SCI Factor E/
SCI Orianz
(Bordeaux
Armagnac)
Covivio 50.0% 50.0% 50.09% 34.7%
Non-Group third parties 50.0% 50.0% 49.91% 65.3%
Crédit Agricole Assurances 50.0% 49.91%
Aéroports de Paris 50.0%
ANF Immobilier 65.3%
TOTAL 100% 100% 100% 100%
Indirect ownership Iris Holding
France
OPCI Iris
Invest 2010
OPCI
Campinvest
SCI Dahlia OPCI Otelli
(Phoenix)
Konbon
(Phoenix)
Jouron
(Phoenix)
Covivio Hotels 19.9% 19.9% 19.9% 20.0% 31.2% 33.3% 33.3%
Non-Group third parties 80.1% 80.1% 80.1% 80.0% 68.9% 66.7% 66.7%
Sogecap 31.2% 33.3% 33.3%
Caisse de dépôt et consignation 37.7% 33.3% 33.3%
Crédit Agricole Assurances 80.1% 80.1% 68.8% 80.0%
Pacifica 11.3%
TOTAL 100% 100% 100% 100% 100% 100% 100%

2.2.5.3.4. Key financial information on equity affiliates and joint ventures

Total
non-current
liabilities
Total current
liabilities
(€K) Asset name Total
balance
sheet
Total
non-current
assets
Cash excluding
financial
debt
excluding
financial
debt
Financial
payables
Rental
income
Cost of net
financial
debt
Net income
consolidated
Cœur d'Orly
(Askia and
Belaïa)
Cœur d'Orly 145,596 133,130 7,519 613 12,654 83,031 2,061 -333 -3,326
Lenovilla
(New Velizy)
New Velizy
and extension
282,654 274,920 6,385 0 1,365 162,394 6,070 -689 3,544
Euromarseille
(Euromed)
Euromed
Center
216,827 198,888 10,788 1,266 6,142 109,309 4,274 -449 348
SCI Factor E
and SCI Orianz
Bordeaux,
Armagnac
148,326 137,714 6,088 586 7,917 97,450 3,972 -696 2,108
Iris Holding
France
Hotels:
AccorHotels
224,373 198,455 23,301 19,363 5,365 110,694 1,398 -1,467 -7,926
OPCI IRIS Invest
2010
Hotels:
AccorHotels
260,895 238,120 15,092 2,632 9,429 111,734 1,988 -1,031 -16,865
OPCI Camp
Invest
Campanile
Hotels
193,128 179,920 8,828 0 1,900 80,658 5,943 -827 10,160
Dahlia Hotels:
AccorHotels
172,333 164,521 4,275 0 3,515 77,208 959 -843 -8,448
OPCI Oteli,
Jouron, Kombon
Hotels:
AccorHotels
569,768 541,286 10,950 22,508 26,617 179,468 3,687 -1,126 -7,126

2.2.5.4. Deferred tax liabilities on the reporting date

Increases Decreases
(€K)
DTA
Balance
sheet at
31/12/2019
First time
consolida
tion scope
Net income
for the
period
Diffe
rence
in rates
Sharehol
der's equity
Other
changes
and
transfers
Net
income
for the
period
Difference
in rates
Change in
exchange
rate
Removals
from the
scope of
consolidation
Balance
sheet at
30/06/2020
Losses carried
forward
60,039 28,768 3,153 -3,562 -224 88,174
Fair value of
properties
49,231 3,113 204 -677 -140 51,731
Derivatives 11,087 3,167 -30 14,224
Temporary
differences
17,372 2,879 2,450 -693 -50 21,958
137,729 176,087
DTA/DTL offset -75,797 -95,811
TOTAL DTA 61,932 31,647 11,883 204 0 0 -4,962 -224 -190 0 80,276
Increases Decreases
(€K)
DTL
Balance
sheet at
31/12/2019
First time
consolida
tion scope
Net income
for the
period
Diffe
rence
in rates
Sharehol
der's equity
Other
changes
and
transfers
Net
income
for the
period
Difference
in rates
Change in
exchange
rate
Removals
from the
scope of
consolidation
Balance
sheet at
30/06/2020
Fair value
of properties
1,014,992 73,525 54,634 5,832 4,263 -26,254 -217 -2,052 1,124,723
Derivatives 1,799 2 -1,583 218
Temporary
differences
42,572 1,571 -4,263 -1,761 -7 -56 38,056
1,059,363 1,162,997
DTA/DTL offset -75,797 -95,811
TOTAL DTL 983,566 73,525 56,207 5,832 0 0 -29,598 -224 -2,108 0 1,067,186
NET TOTAL -921,634 -41,878 -44,324 -5,628 0 0 24,636 0 1,918 0 -986,910
Total impact on the income statement: -25,316 Negative net balance = liabilities
Of which DTA on the corporation tax line 1,962

As at 30 June 2020, the consolidated unrealised tax position showed a deferred tax asset of €80 million (versus €62 million as at 31 December 2019) and a deferred tax liability of €1,067 million (versus €983 million as at 31 December 2019).

The primary contributors to the net balance of deferred tax liabilities are:

  • Residential Germany: €679 million
  • Hotels in Europe: €248 million
  • Germany Offices: €50 million
  • Italy Offices: €12 million.

2.2.5.5. Short-term loans

The increase in net deferred tax liabilities (+€65.3 million) is mainly due to the acquisition of the company Covivio Office in Germany Offices (+€45.9 million), the impact of the deferred tax liabilities relating to increases in the appraisal values of the Germany Residential portfolio (+€39.1 million), offset by the decline in asset values and the disposal of the Germany B&B assets under Hotels in Europe (-€22.0 million).

The impact on income is detailed in paragraph 2.2.6.8.2.

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.

NET TOTAL 27,752 0 8,245 -7,813 -19,939 8,245
Write-downs 0 0 0 0 0 0
TOTAL 27,752 0 8,245 -7,813 -19,939 8,245
Short-term loans 27,752 0 8,245 -7,813 -19,939 8,245
(€K) 31/12/2019 Change
of scope
Increase Decrease Transfers 30/06/2020

The change in short-term loans (+€19.5 million) primarily reflects the reclassification as short term of the loan granted to the equity affiliate Lenovilla (-€20 million) and the change in accrued interest not yet due (+€0.4 million).

2.2.5.6. Inventories and work-in-progress

2.2.5.6.1. Accounting principles applicable to inventories

Inventories are intended to be sold during the normal course of business. They are recorded at acquisition price and, as applicable, are depreciated in relation to the sale value (independent appraisal value).

Inventories are composed of two classification types: Property dealers (mainly in Italy, purchase/sale) and real estate development (housing and offices). They are assessed at cost.

2.2.5.6.2. Inventories and work-in-progress

30/06/2020 31/12/2019
(€K) Net Net Change (€K)
Real estate company trading properties 26,950 28,833 -1,883
France Offices 0 273 -273
Hotels in Europe 2,056 2,261 -205
Residential Germany 141 96 45
German Offices 0 0 0
Miscellaneous inventories (raw materials, goods) 2,197 2,630 -433
Extension property Germany Residential 21,329 13,745 7,584
France Offices 23,835 20,290 3,545
Italy Offices 35,466 34,016 1,450
Residential Germany 117,269 113,720 3,549
Germany Offices 1,771 19,314 -17,543
Real estate trading properties 199,670 201,085 -1,415
TOTAL INVENTORIES AND WORK-IN PROGRESS 228,817 232,548 -3,731

The balance sheet item "Inventories and work-in-progress" groups together inventories from trading activities in Italy Offices (€26.4 million), and assets dedicated to the real estate development business for €199.7 million.

The change in France Offices (+€3.2 million) and Italy Offices (+€1 million) reflects the work carried out on development assets.

The increase in inventories in Germany Residential (+€9.8 million) is related to the work on development assets (+€20.6 million) and the disposal of trading (-€1.1 million) and development (-€12.8 million) assets.

The decrease in inventories in Germany Offices (-€17.5 million) is linked to the reclassification of a development project under properties under development (Reno Wilhelm-Kabus-Strasse project).

2.2.5.7. Trade receivables

2.2.5.7.1. Accounting principles applicable to trade receivables and the receivables of hotels under operation

The trade receivables are mainly comprised of receivables from simple lease transactions and receivables of hotels under operation. These items are measured at amortised cost. In the event that the recoverable value is lower than the net book value, the Group may be required to account for an impairment charge through profit or loss.

The usual impairment rules have been tightened in the context of the Covid-19 health crisis. For unpaid rents for the 2nd quarter of 2020, impairments were recorded according to the size of the tenant, his business, and the ongoing lease negotiations (see section 2.2.4.1).

2.2.5.7.1.1. Receivables from operating lease transactions

For operating-lease receivables, a provision for impairment is made at the first non-payment. The impairment rates applied by Covivio Group are as follows:

  • no impairment provision is recorded for existing or vacated tenants whose receivables are less than three months overdue
  • 50% of the total amount of receivables for existing tenants whose receivables are between three and six months overdue
  • 100% of the total amount of receivables for existing tenants whose receivables are more than six months overdue
  • 100% of the total amount of receivables for vacated tenants whose receivables are more than three months overdue.

The receivables and theoretical impairments arising from the rules above are reviewed on a case-by-case basis in order to factor in any specific situations.

2.2.5.7.1.2. Receivables of hotels under operation

Receivables of hotels under operation are impaired according to payment deadlines.

The receivables and theoretical impairments arising from the rules above are reviewed on a case-by-case basis in order to factor in any specific situations.

2.2.5.7.2. Trade receivables

(€K) 30/06/2020 31/12/2019 Change (€K)
Expenses to be reinvoiced to tenants 229,051 151,537 77,514
Rent-free periods 38,419 44,405 -5,986
Trade receivables 168,812 209,217 -40,405
TOTAL TRADE RECEIVABLES 436,282 405,159 31,123
Impairment of receivables -36,672 -28,429 -8,243
NET TOTAL TRADE RECEIVABLES 399,610 376,730 22,880

• The change in trade receivables (+€22.9 million) is explained mainly by the increase in expenses to be invoiced to tenants (+€77.5 million) and the decline in net trade receivables (-€48.6 million). The decrease in trade receivables (-€40.5 million) is linked mainly to an off-setting not carried out in 2019 (real estate development) with the item Other liabilities (-€77.5 million).

• Impairment of trade receivables increased by €8 million, of which €5.6 million was recorded following the Covid-19 crisis, mainly under Italy Offices (€2.6 million), Hotels in Europe (€1.5 million) and Germany Residential (€1.3 million).

The line "Change in working capital requirements on continuing operations" on the Cash Flow Statement consists of:

(€K) 30/06/2020 31/12/2019
Impact of changes in inventories and work in progress -12,609 -81,726
Impact of changes in trade & other receivables -81,627 -122,323
Impact of changes in trade & other payables -7,731 128,173
CHANGE IN WORKING CAPITAL REQUIREMENTS ON CONTINUING OPERATIONS
(INCLUDING EMPLOYEE BENEFITS LIABILITIES)
-75,876

2.2.5.8. Other receivables

(€K) 30/06/2020 31/12/2019 Change (€K)
Government receivables 89,718 91,145 -1,427
Other receivables 53,904 63,623 -9,719
Security deposits received (short-term) 31,982 19,620 12,362
Current accounts 3,315 929 2,386
TOTAL 178,919 175,317 3,602
  • €89.7 million in government receivables comprise mainly VAT receivables. It should be noted that this item includes €3.2 million in government receivables following the payment of tax adjustments of which we dispute the validity (see section 2.2.2.10.4).
  • The changes in receivables on disposals were mainly from the Other (Including France Residential +€10.3 million), Italy Offices (+€1.7 million), France Offices (+€0.9 million) and Germany Residential (+€0.6 million) segments.

2.2.5.9. Cash and cash equivalents (available and restricted)

2.2.5.9.1. Accounting principles applicable to cash and cash equivalents

Cash and cash equivalents include cash, short-term deposits, and money-market funds. These are short-term, highly liquid assets that are easily convertible into a known cash amount, and for which the risk of a change in value is negligible.

2.2.5.9.2. Table of cash and cash equivalents

(€K) 30/06/2020 31/12/2019
Money-market securities available for sale 510,578 626,477
Cash at bank 654,817 675,607
TOTAL 1,165,395 1,302,084

At 30 June 2020, the portfolio of money-market securities available for sale consists mainly of Level 2 standard moneymarket collective investment vehicles (SICAV).

• Level 1 of the portfolio corresponds to instruments whose price is listed on an active market for an identical instrument.

2.2.5.10. Shareholders' equity

2.2.5.10.1. Accounting principles applicable to equity

Treasury shares

If the Group buys back its own equity instruments (treasury shares), these are deducted from shareholders' equity. No profit or loss is recognised in the income statement when Group equity capital instruments are purchased, sold, issued, or cancelled.

2.2.5.11. Statement of debt

2.2.5.11.1. Accounting principles applicable to debt

Financial liabilities include borrowings and other interest-bearing debt.

At initial recognition, financial liabilities are measured at fair value, minus the transaction costs directly attributable to the issue of the liability. They are then recognised at amortised cost based on the effective interest rate. The effective rate includes the nominal rate and actuarial amortisation of issue expenses and issue and redemption premiums.

Financial liabilities of less than one year are posted under "Current financial liabilities".

Convertible bonds (ORNANE-type) issued by Covivio Group are either (i) recognised at fair value in the income statement or (ii) recognised separately as a financial liability at amortised cost and an embedded derivative measured at fair value in the income statement.

The fair value is determined according to the closing bond price.

The Group companies hold movable and immovable assets through rental contracts (construction leases and long-term leases, premises, company vehicles, car parks). At the lease commencement date, the tenant measures the rental liability as the present value of rents owing not yet paid, using the implied interest rate for the lease, if this rate can be easily determined, or otherwise using the incremental borrowing rate. • 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).

Covivio holds no investments subject to capital risk.

2.2.5.10.2. Statement of changes in shareholders' equity

The statement of changes in shareholders' equity and movements in the share capital are presented in Note 2.1.4.

This debt is amortised as the contracts expire and give rise to the recognition of a financial expense.

Rental liabilities are shown on the long-term or short-term rental liabilities line in the balance sheet and financial expenses in the Interest costs for rental liabilities line item.

Derivatives and hedging instruments

The Covivio Group uses derivatives to hedge its floating rate debt against interest rate risk (hedging of future cash flows).

Derivative financial instruments are recorded on the balance sheet at fair value. The fair value is calculated using valuation techniques that use mathematical calculations based on recognised financial theories and parameters that incorporate the prices of market-traded instruments. This valuation is carried out by an external service provider.

The majority of the financial instruments in Italy Offices qualify for hedge accounting as defined by IFRS 9. In this case, changes in the fair value of the effective portion of the hedge are recognised net of tax in shareholders' equity until the hedged transaction occurs. The ineffective portion is recorded in the income statement.

All derivative instruments in the other segments are therefore recognised at their fair value, and changes are reflected in the income statement.

2.2.5.11.2. Table of debt

Change of Change in
exchange
Other
(€K) 31/12/2019 Increase Decrease scope rate changes 30/06/2020
Bank borrowings 5,892,716 1,105,540 -972,970 498,762 -16,120 0 6,507,928
Finance lease borrowing 13,900 0 -1,347 0 0 0 12,553
Other borrowings 179,383 6,107 -1,690 555 0 0 184,355
Treasury bills 1,363,900 0 -67,000 0 0 0 1,296,900
Securitised loans 3,977 0 0 0 0 0 3,977
Non-convertible bonds 3,236,554 500,000 -180,000 0 0 0 3,556,554
Convertible bond issue(1) 200,000 0 0 0 0 0 200,000
Subtotal interest-bearing loans 10,890,430 1,611,647 -1,223,007 499,317 -16,120 0 11,762,267
Accrued interest 46,336 32,234 -43,660 14 0 -1 34,923
Deferral of loan expenses -69,749 7,289 -5,738 -1,595 -45 0 -69,838
Creditor banks 20,548 0 0 0 -2 193,141 213,687
Total borrowings (LT/ST)
excl. fair value of ORNANE-type bonds
10,887,566 1,651,170 -1,272,405 497,736 -16,167 193,140 11,941,040
of which long-term 9,071,820 9,879,116
of which short-term 1,815,746 2,061,924
Valuation of financial instruments 284,920 0 0 3,074 0 36,895 324,889
Convertible bond derivatives 3,436 0 0 0 0 -4,200 -764
Total derivatives 288,356 0 0 3,074 0 32,695 324,125
Of which assets -77,486 -101,832
Of which liabilities 365,842 425,957
TOTAL BANK DEBT 11,175,922 1,651,170 -1,272,405 500,810 -16,167 225,835 12,265,165

(1) Convertible bond details are presented in 2.2.5.11.4 – Convertible bonds.

New financings taken out during the fiscal year are presented in 2.2.2.2 – Liquidity risk and 2.2.5.11.3 – Bank borrowings.

❚ Debt by type as at 30 June 2020 (in €M):

The "Proceeds related to new borrowings" line item of the Statement of Cash Flows (+€1,611.7 million) refers mainly to:

  • increases in interest-bearing borrowings (+€1,611.6 million)
  • increases in rental liabilities (+€5.8 million)
  • less new loan issue costs (-€5.7 million).

The "Repayments of borrowings" line item of the Statement of Cash Flows (-€1,232.6 million) corresponds mainly to decreases in interest-bearing borrowings (-€1,223.0 million) and reductions in rental liabilities (-€9.9 million).

2.2.5.11.3. Bank borrowings

The table below outlines the characteristics of the borrowings taken out by Covivio Group and the amount of the associated guarantees (principal amount over €100 million):

(€K) Outstanding
debt
(> or < €100M)
Debt Appraisal
value at
30/06/2020(1)
Outstanding
debt at
30/06/2020
Date of
signature
Nominal
Initial
Maturity
France Offices 29/07/2015 280,000 29/07/2025
€280 M and €145 M –
Tour CB21 and Carré Suffren
405,175 and
01/12/2015
and
145,000
and
30/11/2023
€167.5 M – DS Campus 156,612 23/03/2015 167,500 20/04/2023
€300 M – Orange 300,000 18/02/2016 300,000 30/06/2028
> €100M 2,245,670 861,787
< €100M 354,800 166,633
Total France Offices 2,600,470 1,028,420
Italy Offices €760 M – Central 635,656 15/09/2016 652,732 14/09/2024
> €100M Total Italy Offices 1,406,913 635,656
Hotels in Europe €447 M 130,354 25/10/2013 447,000 31/01/2023
€255 M – Mortgage bond 186,553 14/11/2012 255,000 16/11/2021
€278 M – Roca 188,718 29/03/2017 277,188 29/03/2025
€290 M – OPCI B2 HI (B&B) 123,323 10/05/2017 290,000 10/05/2024
£400 M – Rocky 447,302 24/07/2018 475,145 24/07/2026
€178 M -ParkInn
Alexanderplatz Berlin
177,733 01/01/2020 178,000 30/12/2029
> €100M 3,022,852 1,253,983
< €100M 1,614,157 590,411
Total Hotels Europe 4,637,009 1,844,394
Residential Lyndon Immeo 01 107,066 12/12/2011 140,000 29/01/2027
Germany Cornerstone 149,720 01/10/2014 136,737 30/06/2025
Refinancing Wohnbau/
Dümpten/Aurélia/Duomo
108,078 20/01/2015 150,000 30/01/2025
Refinancing Amadeus/
Herbstlaub/Valore/Valartis/
Sunflower 145,399 28/10/2015 176,842 30/04/2026
Quadriga 160,439 16/06/2015 211,540 31/03/2026
Golddust 108,826 23/03/2016 115,000 30/04/2027
Lego 163,633 24/06/2016 195,003 30/09/2024
Lyndon Immeo 02 242,192 26/01/2017 230,000 14/03/2022
Refinancing Indigo, Prime 257,563 09/07/2019 260,000 30/09/2029
> €100M Refinancing KG1 3,964,090 124,375
1,567,292
20/09/2019 125,000 30/09/2029
< €100M 2,358,320 1,055,020
Total German Residential 6,322,410 2,622,311
German Offices > €100M Godewind- Frankfurt Airport
Center
255,600 130,000 17/12/2019 130,000 30/12/2025
< €100M 1,013,800 368,462
Germany Offices total 1,269,400 498,462
Total pledged 16,236,202 6,629,243

2 Notes to the condensed consolidated financial statements Covivio's condensed consolidated financial statements at 30 June 2020

Outstanding
debt
Appraisal
value at
Outstanding
debt at
Date of Nominal
(€K) (> or < €100M) Debt 30/06/2020(1) 30/06/2020 signature Initial Maturity
France Offices Treasury bills 1,296,900
€500 M – Green bond 500,000 20/05/2016 500,000 20/05/2026
€500 M – Bond 595,000 21/06/2017 500,000 21/06/2027
€500 M – Green Bond 500,000 17/09/2019 500,000 17/09/2031
€500 M – Bond 500,000 23/06/2020 500,000 23/06/2030
Italy Offices reallocation -336,620
> €100M 3,055,280
Total France Offices 3,786,327 3,055,280
Italy Offices €250 M – Bond 125,000 30/03/2015 125,000 30/03/2022
€200 M – Convertible bond 200,000 03/08/2015 200,000 31/01/2021
€300 M – Bond 300,000 17/10/2017 300,000 17/10/2024
€300 M – Bond 300,000 20/02/2018 300,000 20/02/2028
France Offices reallocation 336,620
> €100M 2,292,214 1,261,620
< €100M 3,978
Total Italy Offices 2,292,214 1,265,598
Hotels in Europe €200 M – Private placement 200,000 29/05/2015 200,000 29/05/2023
€350 M – Edinburgh 350,000 24/09/2018 350,000 24/09/2025
> €100M 550,000
< €100M 77,857
Total Hotels Europe 1,200,648 627,857
Residential
Germany
German Offices
< €100M Total German Residential 346,972
< €100M Germany Offices total 145,496
Others < €100M French Residential 3,944 0
Car parks 48,918 0
Total Other 52,862 0
Total
unencumbered
7,824,518 4,948,735
Other liabilities 184,289
GRAND TOTAL 24,060,720 11,762,267

(1) The portfolio includes the fair value of assets directly used by the company (head office, Flex Office) but does not include real estate inventories (trading, development) and the share of fair value of consolidated assets accounted for by the equity method.

The borrowings are valued after their initial recognition at cost, amortised based on the effective interest rate.

Notes to the condensed consolidated financial statements

❚ Breakdown of borrowings at their nominal value according to the time left to maturity and by interest-rate type

(€K) Balance at
30/06/2020
Delivery date
at - 1 year
Balance at
30/06/2021
Maturity from
2 to 5 years
Balance at
30/06/2025
(over 5 years)
Fixed-rate financial liabilities 5,941,752 242,795 5,698,956 1,696,921 4,002,035
France Offices – Bank borrowings 145,837 2,050 143,788 93,788 50,000
France Offices – Other 165,983 17,461 148,522 0 148,522
Italy Offices – Convertible bonds(1) 200,000 200,000 0 0 0
Germany Offices – Bank borrowings 498,462 600 497,862 311,862 186,000
Germany Offices – Other 555 0 555 555 0
Hotels in Europe – Bank borrowings 169,406 1,698 167,708 87,820 79,889
Hotels in Europe – Other 17,752 0 17,752 17,579 172
Germany Residential – Bank borrowings 1,183,160 16,991 1,166,169 373,756 792,413
Germany Residential – Other 66 19 47 9 39
Total borrowings and convertible bonds 2,381,221 238,818 2,142,403 885,368 1,257,035
France Offices – Bonds 1,758,380 0 1,758,380 0 1,758,380
France Offices – Treasury bills 0 0 0 0 0
Italy Offices – Bonds 1,061,620 0 1,061,620 425,000 636,620
Italy Offices – Securitisation 3,978 3,978 0 0 0
Hotels in Europe – Bonds 736,553 0 736,553 386,553 350,000
Total debts represented by securities 3,560,531 3,978 3,556,553 811,553 2,745,000
Floating-rate financial liabilities 5,820,516 1,582,460 4,238,055 1,293,898 2,944,157
France Offices – Bank borrowings 882,583 94,183 788,400 252,700 535,700
Italy Offices – Bank borrowings 635,656 10,378 625,278 48,518 576,761
Hotels in Europe – Bank borrowings 1,566,292 19,784 1,546,508 620,158 926,349
Germany Residential – Bank borrowings 1,439,085 161,216 1,277,869 372,522 905,347
Total borrowings and convertible bonds 4,523,616 285,560 4,238,055 1,293,898 2,944,157
France Offices – Treasury bills 1,296,900 1,296,900 0 0 0
Total debts represented by securities 1,296,900 1,296,900 0 0 0
TOTAL 11,762,267 1,825,256 9,937,012 2,990,820 6,946,192

(1) The ORNANE bonds are presented at nominal value.

❚ Debt by operating segment as at 30 June 2020 (in €M)

2.2.5.11.4. Convertible bonds

Italy Offices

The Italy Offices ORNANE-type bonds are hybrid instruments and are recognised as a Host contract (debt at amortised cost) and as an embedded derivative (financial instrument at fair value through the income statement).

At 30 June 2020, the ORNANE derivative maturing in 2021 of Covivio in Italy was valued at €1.5 million.

The features of the convertible bond issue are as follows:

Features ORNANE-type Bonds
Italy Offices
Issue date 08/2015
Issue amount (€M) 200
Issue price (€) 100
Conversion price 107.289
Nominal rate 0.875%
Maturity 02/2021
Number of convertible bonds issued 2,000,000
Number of convertible bonds at 31 December 2019 2,000,000
Number of convertible bonds at 30 June 2020 2,000,000
Number of potential shares 1,864,129

2.2.5.11.5. 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) 31/12/2019
Net
First time consolidation
– Change in
consolidation method
Premiums –
Restructuring
balances
Impact on P&L Impact on
shareholders'
equity
30/06/2020
Net
France Offices -141,224 44,959 -37,259 -133,524
Italy Offices -20,845 -3,379 -3,472 -27,696
German Offices -3,074 356 -2,718
ORNANE-type bonds Italy Offices -3,436 4,201 765
Hotels in Europe -89,026 10,675 -40,076 13,696 -104,731
Residential Germany -33,825 -22,396 -56,221
TOTAL -288,356 -3,074 55,634 -98,553 10,224 -324,125
Including forward financial instrument liabilities -425,957
Including forward financial instrument assets 101,832

The total impact of the value adjustments on the derivatives on the income statement was -€98.6 million.

It mainly consists of changes in the value of IFTs (-€102.8 million) and the change in value of ORNANEs (+€4.2 million). In accordance with IFRS 13, the fair values include the counterparty default risk (€18.2 million).

The Germany Offices line corresponds to the fair value measurement of fixed-rate debts on the acquisition date in accordance with IFRS 3.

The impact on equity of +€13.7 million on the Hotels in Europe line corresponds to the change in the exchange rate of Cross Currency Swaps used to hedge the investments in the United Kingdom.

The "Unrealised gains and losses relating to changes in fair value" line item in the Statement of Cash Flows (-€66.3 million), which makes it possible to calculate cash flows from operating activities, mainly incorporates the impact of changes in the value of cash instruments and ORNANEs (+€98.5 million), and the change in the value of the portfolio (-€164.8 million).

❚ Breakdown of hedging instruments by maturity of notional values

(€K) At 30/06/2020 AT less than
one year
From 1 to
5 years
AT more than
5 years
Fixed hedge
Fixed rate payer swap 5,189,073 -158,409 1,358,968 3,988,514
Fixed rate receiver swap 2,908,344 200,000 1,075,000 1,633,344
Total swap 2,280,729 -358,409 283,968 2,355,170
Optional hedge
Cap purchase 887,052 207,920 561,858 117,274
Floor purchase 52,891 732 24,159 28,000
Floor sale 51,000 0 18,000 33,000
TOTAL 9,088,360 250,243 3,037,985 5,800,132

❚ Hedge balance as at 30 June 2020

(€K) Fixed rate Floating rate
Loans and borrowings (including creditor banks) 5,941,752 4,868,808
NET FINANCIAL LIABILITIES BEFORE HEDGING 5,941,752 4,868,808
Fixed hedge – Swaps -2,280,729
Optional hedge – Caps -887,052
Total hedges -3,167,781
NET FINANCIAL LIABILITIES AFTER HEDGING 5,941,752 1,701,027

2.2.5.11.6. Rental liabilities

The balance of rental liabilities as at 30 June 2020 stood at €278.4 million, up from €269.1 million at 31 December 2019, an increase of €9.3 million. This increase was mainly due to the recognition of a lease liability of €20.5 million on the Germany Offices segment following the acquisition of Covivio Office (longterm lease of the Frankfurt Airport Center assets measured at fair value and premises and company vehicle leases).

At 30 June 2020, the interest expense relating to these rental liabilities was €7.1 million.

❚ Breakdown of rental liabilities by maturity

(€K) At 30/06/2020 At less than one year From 1 to 5 years From 5 to 25 years At more than
25 years
Rental liabilities 278,392 13,919 28,325 35,241 200,907

2.2.5.11.7. Banking covenants

Excluding debts raised without recourse to the Group's real estate companies, the debts of Covivio and its subsidiaries generally include bank covenants (ICR and LTV) applying to the borrower's consolidated financial statements. If these covenants are breached, early debt repayment may be triggered. These covenants are established in Group Share for Covivio and for Covivio Hotels.

With respect to Covivio Immobilien (Germany Residential), for which almost all of the debt raised is "non-recourse" debt, portfolio financings do not contain any consolidated covenants.

The most restrictive consolidated LTV covenants amounted to 60% for Covivio and Covivio Hotels at 30 June 2020.

The most restrictive consolidated ICR covenants amounted to 200% for Covivio and Covivio Hotels at 30 June 2020.

Concerning Covivio, corporate credit facilities usually include an asset-secured debt covenant (100% scope), the cap on which is set at 25% and which measures the ratio of secured debt (or debt with guarantees of any kind) to asset value.

Covivio Group fully complied with its covenants at 30 June 2020, which stood at 44.5% for Group share LTV, and 610% for Group share ICR. Furthermore, for Covivio and its wholly owned subsidiaries, the ratio of pledged debt amounted to 4.6%.

No financing has an accelerated payment clause contingent on Covivio or Covivio Hotels' rating, which is currently BBB+, stable outlook (Standard & Poor's rating).

2 Notes to the condensed consolidated financial statements Covivio's condensed consolidated financial statements at 30 June 2020

Consolidated LTV Company Scope Covenant Ratio
€300 M (2016) – Orange Covivio France Offices ≤ 60% In compliance
€255 M (2012) – Mortgage bond Covivio Hotels Hotels in Europe ≤ 65% In compliance
€447 M (2013) – REF II Covivio Hotels Hotels in Europe 60% In compliance
€200 M (2015) – Private placement Covivio Hotels Hotels in Europe ≤ 60% In compliance
€279 M (2017) – Roca Covivio Hotels Hotels in Europe < 60% In compliance
£400 M (2018) – Rocky Covivio Hotels Hotels in Europe < 60% In compliance
Consolidated ICR Company Scope Covenant Ratio
€300 M (2016) – Orange Covivio France Offices ≥ 200% In compliance
€255 M (2012) – Mortgage bond Covivio Hotels Hotels in Europe ≥ 200% In compliance
€447 M (2013) – REF II Covivio Hotels Hotels in Europe > 200% In compliance
€200 M (2015) – Private placement Covivio Hotels Hotels in Europe ≥ 200% In compliance
€279 M (2017) – Roca Covivio Hotels Hotels in Europe > 200% In compliance
£400 M (2018) – Rocky Covivio Hotels Hotels in Europe > 200% In compliance

As part of the mortgage financing, these covenants, moreover, most often include specific covenants for the scopes financed. The purpose of these covenants, generally scope LTV, is mainly to limit the use of financing lines by correlating it with the value of the underlying assets provided as collateral.

2.2.5.12. Provisions for risks and charges

2.2.5.12.1. Accounting principles applicable to provisions for contingencies and losses

Retirement commitments

The retirement commitments are recognised in accordance with revised IAS 19. Provisions are recorded on the balance sheet for the liabilities arising from defined benefits pension schemes for existing staff at the reporting date. They are calculated according to the projected credit units method based on valuations made at each reporting date. The past service cost corresponds to the benefits granted, either when the Company adopts a new defined benefits scheme, or when it changes the level of benefits of an existing scheme. When new benefits are granted upon adoption of a new scheme or change in an existing scheme, the past service cost is immediately recognised in the income statement.

Conversely, when the adoption of a new scheme or change in an existing scheme gives rise to the vesting of benefits after its implementation date, the past service costs are recognised as an expense on a straight-line basis over the average remaining period until the benefits become fully vested. Actuarial gains and losses result from the effects of changes in actuarial assumptions and experience adjustments (differences between actuarial assumptions and what has actually occurred). The change in these actuarial gains and losses is recognised in "Other items" of comprehensive income. The expense recognised in operating income includes the cost of the services rendered during the year, amortisation of past service costs and the effects of any reduction or liquidation of the scheme; the cost of discounting is recognised in net financial income. The valuations are made taking into account the Collective Agreements applicable in each country and in keeping with the various local regulations. For each employee, the retirement age is the social security eligibility age.

2.2.5.12.2. Provisions

Change in Reversal of provision
Scope actuarial
gains and
(€K) 31/12/2019 change Charges Reclustering losses Used Unused 30/06/2020
Other provisions for disputes 2,727 0 25 0 -401 0 2,351
Provisions for guarantees 0 0 0 0 0 0
Provisions for taxes 8,325 0 68 0 -3 0 8,390
Provisions for renovating sites 2,566 0 0 0 0 0 2,566
Other provisions 3,827 0 5 0 -1,071 -160 2,601
Provisions sub-total – current liabilities 17,445 0 98 0 0 -1,475 -160 15,908
Provisions for retirement benefit 54,918 304 681 0 0 -808 0 55,095
Provisions for long-service awards 1,446 0 117 0 1,563
Provisions sub-total – non-current liabilities 56,364 304 798 0 0 -808 0 56,658
TOTAL PROVISIONS 73,809 304 896 0 0 -2,283 -160 72,566

The provisions for litigation are broken down into €1.9 million for France Offices, €0.3 million for Italy Offices, and €0.2 million for Hotels in Europe.

Provisions for taxes concern Hotels in Europe for €7.8 million (tax risks on the German portfolio of the Operating Properties business) and Italy Offices for €0.6 million.

The provision for retirement indemnities totalled €55.1 million at 30 June 2020 (including €50.7 million for Germany Residential).

The main actuarial assumptions used to estimate the commitments in France were as follows:

  • rate of pay increase: managers 4%, non-managers 3%
  • discount rate: 0.5% (TEC 10 n +50 bps).

The main actuarial assumptions used to estimate the commitments in Germany were as follows:

Assumptions used in calculating provisions for retirement benefit obligations in Germany 30/06/2020 31/12/2019
Discount rate 2.1% 2.1%
Annual wage growth 2.5% 2.5%
Rate of social security charges 1%/2% 1%/2%
Impact of provisions for retirement benefits on the income statement (€K)
Cost of services rendered during the year -307 -541
Financial cost -250 -872
Effects of plan reductions/settlements 0
TOTAL IMPACT ON THE INCOME STATEMENT -557 -1,413

2.2.5.13. Other short-term liabilities

(€K) 30/06/2020 31/12/2019 Change (€K)
Social debt 35,114 33,408 1,706
Tax payables 62,359 136,365 -74,006
Current accounts – liabilities 169 173 -4
Dividends to be paid 46 44 2
Other liabilities 56,014 41,847 14,167
TOTAL 153,702 211,837 -58,135

• The change in tax liabilities of -€74 million is mainly linked to the off-setting (not carried out in 2019) of VAT collected in relation to the development business with the item Trade receivables (-€77.5 million).

• The +€14.2 million change in other debt includes the advances paid on work on assets under development and the costs linked to the sales in Italy Offices (+€8.9 million).

2.2.5.14. Recognition of financial assets and liabilities

Amount in the Statement
of Financial Position measured:
Categories according to IFRS 9 Item concerned in the statement
of financial position
30/06/2020
Net
At amortised
cost
At fair value
through
shareholders'
equity
At fair value
through
the income
statement
At fair
value
(€K)
Assets at amortised cost Non-current financial Assets 59,297 59,297 59,297
Loans and receivables Non-current financial Assets 264,335 264,335 264,335
Total non-current financial Assets 323,632 323,632 323,632
Loans and receivables Trade receivables(1) 361,191 361,191 361,191
Assets at fair value through
profit or loss
Derivatives at fair value
through profit or loss
101,832 101,832 101,832
Assets at fair value through
profit or loss
Cash and cash equivalents 510,578 510,578 510,578
TOTAL FINANCIAL ASSETS 1,297,234 684,823 0 612,410 1,297,234
Liabilities at fair value through
profit or loss
ORNANE-type Bonds 199,236 197,743 1,493 200,175
Liabilities at amortised cost Financial payables 11,562,267 11,562,267 11,792,631(2)
Liabilities at fair value through
profit or loss
Financial instruments
(excluding ORNANE)
426,721 11,625 415,096 426,721
Liabilities at amortised cost Security deposits 25,699 25,699 25,699
Liabilities at amortised cost Trade payables 257,135 257,135 257,135
TOTAL FINANCIAL LIABILITIES 12,471,059 12,042,845 11,625 416,589 12,702,362

(1) Excluding incentives.

(2) The difference between the net book value and the fair value of the fixed rate debt is €230,364 thousand.

2.2.5.14.1. Breakdown of financial assets and liabilities at fair value

The table below presents the financial instruments at fair value broken down by level:

  • level 1: financial instruments listed in an active market
  • 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
  • level 3: financial instruments whose fair value is determined entirely or partly by using an evaluation method using an estimate that is not based on market transaction prices on similar instruments.

2.2.6.1.2. Share-based payments (IFRS 2)

The application of IFRS 2 has resulted in the recognition of an expense for benefits granted to employees as share-based payments. This expense is recorded in income for the year under

Free shares are valued by Covivio at the date of their award according to a binomial valuation model. This model takes into account the features of the plan (price and exercise period), market data upon award (risk free rate, share price, volatility and expected dividends), and assumptions of beneficiary behaviour. The benefits thus granted are recognised as expenses over the vesting period and offset by an increase in the consolidated

(€K) Level 1 Level 2 Level 3 Total
Derivatives at fair value through profit or loss 101,832 101,832
Money-market securities available for sale 510,578 510,578
TOTAL FINANCIAL ASSETS 0 612,410 0 612,410
ORNANE-type Bonds 200,175 200,175
Derivatives at fair value through profit or loss 426,721 426,721
TOTAL FINANCIAL LIABILITIES 200,175 426,721 0 626,896

overheads.

reserves.

2.2.6. Notes to the statement of net income

2.2.6.1. Accounting principles

2.2.6.1.1. Rental income

According to the presentation of the income statement, rental income is treated as revenues. Revenues from hotels under management and Flex Office, car park receipts, property development, and services are now shown in specific lines of the statement of net income, after net rental income.

As a general rule, invoicing is quarterly. The rental income of investment properties is recognised on a straight-line basis over the term of the ongoing leases. Any benefits granted to tenants (rent-free periods, step rental leases) are amortised on a straight-line basis over the duration of the lease agreement, in compliance with IFRS 16, and offset against investment properties

2.2.6.2. Operating income

2.2.6.2.1. Rental income

Rental income amounted to €435.2 million at 30 June 2020 compared with €482.2 million at 30 June 2019, a decrease of -€47.0 million.

Change Change
(€K) 30/06/2020 30/06/2019 (€K) (%)
France Offices 121,045 130,255 -9,210 -7.1%
Italy Offices 88,177 100,400 -12,223 -12.2%
Germany Offices 22,111 0 22,111 n.a
TOTAL OFFICES RENTAL INCOME 231,333 230,655 678 0.3%
Hotels in Europe 75,872 123,960 -48,088 -38.8%
Residential Germany 127,666 124,254 3,412 2.7%
Other (including France Residential) 342 3,298 -2,956 -89.6%
TOTAL RENTAL INCOME 435,213 482,167 -46,954 -9.7%

The rental income consists of rental and similar income (e.g. occupancy fees and entry rights) invoiced for investment properties during the period. Rent exemptions, step rental schemes and entry rights are spread out over the fixed term of the lease.

The changes in rents by asset-type break down as follows:

• a decrease in rental income from France Offices (-7.1%), mainly due to the impact of asset disposals (-€6.7 million) and vacancies (-€6.3 million) fuelling the development pipeline, partially offset by the delivery of assets under development in 2019 (+€3.6 million)

  • a decrease in rental income from Italy Offices (-12.2%), mainly due to disposals (-€13.1 million) and releases (-€1.6 million), reduced by the impact of deliveries (+€2.1 million)
  • an increase in rents for Germany Offices following the acquisition of Covivio Office in 2020 (+€22.1 million)
  • a decrease in rents for Hotels in Europe (-€48.1 million, or -38.8%), which is mainly explained by the impact of the Covid-19 crisis (closure of hotels) on Accor's variable rents and the fixed rents in the United Kingdom (-€41.0 million) as well as the disposal of B&B assets in France in 2019 (-€9.2 million). This decrease is reduced slightly by acquisitions and deliveries of development projects (+€3.1 million)
  • an increase in rental income from Germany Residential (+2.7%) following acquisitions (+€2.3 million), and reletting/indexing (+€4.3 million), mitigated by disposals (-€1.9 million)
  • an 89.6% decrease in the Other (France Residential) segment due to disposals and assets made vacant for their disposal.

❚ Rental income for the first half of 2020 by operating segment (€M)

2.2.6.2.2. Property costs

(€K) 30/06/2020 30/06/2019 Change
(€K)
Change
(%)
Rental income 435,213 482,167 -46,954 -9.7%
Rebillable expenses -87,227 -81,164 -6,063 7.5%
Income from rebilling of expenses 87,227 81,164 6,063 7.5%
Unrecovered property operating costs -19,949 -21,817 1,869 -8.6%
Expenses on properties -13,693 -13,909 216 -1.6%
Net losses on unrecoverable receivable -8,705 -3,295 -5,410 164.2%
Net rental Income 392,866 443,146 -50,280 -11.3%
RATE FOR PROPERTY EXPENSES -9.7% -8.1%
  • Unrecovered rental costs: These expenses correspond to charges on vacant premises.
  • Expenses on properties: these consist of rental expenses that are borne by the owner, expenses related to works and expenses related to property management.
  • Net losses on unrecoverable receivables: these consist of losses on unrecoverable receivables and net provisions on doubtful receivables. Fiscal year 2020 is impacted by impairments on doubtful receivables related to the Covid-19 crisis for an amount of -€2.6 million in Italy Offices, -€1.5 million in Hotels in Europe and -€1.3 million in Germany Residential.

2.2.6.2.3. EBITDA from hotel operating activity and Flex Office and Income from other activities

(€K) 30/06/2020 30/06/2019 Change
(€K)
Change
(%)
Revenues from hotel operating activity
and Flex Office
52,391 117,038 -64,647 -55.2%
Operating expenses of hotel operating
activity and Flex Office
-45,778 -83,330 37,552 -45.1%
EBITDA from hotel operating activity and Flex Office 6,613 33,708 -27,095 -80.4%
Income from other activities
(incl. Property development)
22,163 24,815 -2,652 -10.7%
Expenses of other activities -17,922 -20,180 2,258 -11.2%
Income from other activities 4,241 4,635 -394 -9%

• EBITDA from hotel operating activity and Flex Office consists of the EBITDA of the hotels under operation (€3.4 million versus €31.3 million as at 30 June 2019) and the income from Flex Office (€3.2 million versus €2.4 million as at 30 June 2019). The -€27.9 million slump in EBITDA from hotel operating activity is related to the closure of most of the hotel operating activity during the Covid-19 pandemic.

• Income from other activities includes income from property development (€1.5 million) in particular in Germany and income from car parks (+€2.8 million). The decline of -€1.8 million in Parking income compared to 30 June 2019 reflects the decline in activity during the Covid-19 crisis.

2.2.6.2.4. Net cost of operations

These consist of head office expenses and operating costs net of revenues from management and administration activities.

Change Change
(€K) 30/06/2020 30/06/2019 (€K) (%)
Management and administration income 10,227 10,957 -730 -6.7%
Business expenses -2,302 -3,080 778 -25.3%
Overhead -63,001 -61,081 -1,920 3.1%
Development costs (not capitalised) -691 -504 -187 n.a
TOTAL NET OPERATING COSTS -55,766 -53,707 -2,059 3.8%

Net operating costs were up €2.1 million, mainly due to the increase in IT and consulting costs (-€1.9 million) included in the item Overheads.

Overheads include staff costs, which are described in a specific analysis under section 2.2.7.1.1.

2.2.6.2.5. Depreciation of operating assets and net change in provisions and other

Change
(€K) 30/06/2020 30/06/2019 (€K)
Depreciation of operating assets -31,872 -31,841 -31
Net change in provision and other 6,481 7,090 -608

The Net change in provisions and other item includes the rebilling of long-term leases conferring ad rem rights to tenants (€5.2 million as at 30 June 2020 versus €4.9 million as at 30 June 2019) when the rental expense is restated. Indeed, in order not to distort the property expense ratio and following the cancellation of the rental expense in accordance with IFRS 16, the income from rebilling to tenants is presented as a net change in provisions and other.

2.2.6.3. Income from asset disposals

(€K) 30/06/2020 30/06/2019 Change
(€K)
Change
(%)
Income from asset disposals(1) 292,272 493,931 -201,659 -40.8%
Carrying value of investment properties sold(2) -298,413 -495,320 196,907 -39.8%
INCOME FROM ASSET DISPOSALS -6,141 -1,389 -4,752 342%

(1) Sale price net of disposal costs.

(2) Corresponds to the appraisal values published at 31 December 2019.

Income from asset disposals by activity segment is shown in section 2.2.8.9. It should be noted that the income from the disposal of Italy Offices assets includes a price adjustment on the Galleria Excelsior asset sold in 2018 for -€4.4 million.

2.2.6.4. Change in the fair value of assets

Change
(€K) 30/06/2020 30/06/2019 (€K)
France Offices 89,328 97,835 -8,507
Italy Offices -17,633 -9,045 -8,588
Hotels in Europe -135,035 79,199 -214,233
Residential Germany 221,866 405,947 -184,081
Germany Offices 6,305 14,808 -8,503
Other (including France Residential) -20 -12 -8
TOTAL CHANGE IN FAIR VALUE OF PROPERTIES 164,811 588,732 -423,920

The +€165 million positive change in the fair value of properties mainly relates to the Germany Residential portfolio for +€222 million (essentially assets located in Berlin) and France Offices for +€89 million. The Hotels in Europe segment recorded a decline of -€135 million in value mainly on assets in the United Kingdom and retail.

2.2.6.5. Income from changes in scope & other

Income from changes in scope corresponds mainly to the acquisition costs of consolidated equity investments, which, in accordance with IFRS 3 Business Combinations, must be recognised as expenses for the year. At 30 June 2020, these mainly concern the acquisition cost of the company Covivio Office for -€11.3 million.

Income from changes in scope also includes goodwill impairment of two hotels operated in under Operating properties in the amount of -€2.5 million to reduce the net book value to the appraisal value.

2.2.6.6. Cost of net financial debt

Change Change
(€K) 30/06/2020 30/06/2019 (€K) (%)
Interest income on cash transactions 3,542 4,206 -664 -15.8%
Interest expense on financing operations -69,334 -78,295 8,961 -11.4%
Regular amortisations of loan issue costs -7,357 -7,286 -72 1.0%
Net expenses on hedges -13,538 -20,137 6,599 -32.8%
COST OF NET DEBT -86,688 -101,512 14,824 -14.6%
Average annual rate of debt 1.31% 1.55%

Excluding costs to repurchase fixed-rate debt and penalties (€7.8 million at 30 June 2020 versus €12.5 million at 30 June 2019), the cost of debt declined slightly by €10.1 million, under the effect of refinancings and restructured hedges.

2.2.6.7. Net financial income

Change Change
(€K) 30/06/2020 30/06/2019 (€K) (%)
Cost of net financial debt -86,688 -101,512 14,823 -14.6%
Interest cost for rental liabilities -7,060 -6,971 -89 n.a
Change in the fair value of financial instruments -102,754 -175,823 73,069
Change in the fair value of ORNANEs 4,201 -14,303 18,504
Changes in the fair value of financial instruments -98,553 -190,126 91,573 n.a
Net financial expenses from discounting -353 -173 -180
Foreign exchange gains and losses 328 -1,453 1,781
Discounting and foreign exchange gains or losses -25 -1,626 1,601 -98.5%
Exceptional amortisation of loan issue costs -501 -5,609 5,108 -91.1%
Others 12 -290 302 -104.1%
Exceptional amortisation of loan issue costs -489 -5,899 5,410 -91.7%
TOTAL FINANCIAL INCOME -192,815 -306,134 113,318 -37.0%

The drop-in interest rates impacted the fair value of financial instruments by nearly -€100 million. Thus, at 30 June 2020, net financial income amounted to a net expense of -€192.8 million against -€306.1 million at 30 June 2019.

2.2.6.8. Taxes payable and deferred tax liabilities

2.2.6.8.1. Accounting principles applicable to current and deferred taxes

2.2.6.8.1.1. SIIC tax regime (French companies)

Opting for the SIIC tax regime involves the immediate liability for an exit tax at the reduced rate of 19% on unrealised capital gains relating to assets and securities of entities not subject to corporation tax. The exit tax is payable over four years, in four instalments, starting with the year the option is taken up. In return, the Company is exempted from income tax on the SIIC business and is subject to distribution obligations.

(1) Exemption of SIIC revenues

The revenues of the SIIC are exempt from taxes concerning:

  • income from the leasing of assets
  • capital gains realised on asset disposals, investments in companies having opted for the tax treatment or companies not subject to corporation tax in the same business, as well as the rights under a lease contract and real estate rights under certain conditions
  • dividends of SIIC subsidiaries.

(2) Distribution obligations.

The distribution obligations associated with exemption profits are the following:

  • 95% of the earnings derived from asset leasing
  • 70% of the capital gains from disposals of assets and shares in subsidiaries having opted for the tax treatment or subsidiaries not subject to corporation tax with a SIIC corporate purpose for two years
  • 100% of dividends from subsidiaries that have opted for the tax treatment.

The Exit Tax liability is discounted on the basis of the initial payment schedule determined from the first day the relevant entities adopted SIIC status.

The liability initially recognised is discounted and an interest charge is applied at each closing, allowing the liability to reflect the net discounted value as at the closing date. The discount rate used is based on the yield curve, given the deferred payment.

As at 30 June 2020, there are no exit tax liabilities on the balance sheet.

2.2.6.8.1.2. Ordinary law regime and deferred taxes

Deferred taxes result from temporary differences in taxation or deduction and are calculated using the liability method, and on all temporary differences in the Company financial statements or resulting from consolidation adjustments. The valuation of the deferred tax assets and liabilities must reflect the tax consequences that would result from the method by which the Company seeks to recover or settle the book value of its assets and liabilities at year-end. Deferred taxes are applicable to Covivio Group entities that are not eligible for the SIIC tax regime.

A deferred tax asset is recognised in the case of deferrable tax losses in the likely event that the entity in question, not eligible for the SIIC regime, will have taxable future profits against which the tax losses may be offset.

In the case where a French company intends to opt directly or indirectly for SIIC tax treatment in the near future, an exception under the ordinary law regime is applied by anticipating the application of the reduced rate (exit tax) in the valuation of deferred taxes.

2.2.6.8.1.3. SIIQ tax regime (Italian companies)

Following Beni Stabili's merger with Covivio, the tax arrangements for Covivio's permanent establishment in Italy changed after it left the SIIQ tax regime. It is now subject to the 20% tax on real estate companies.

2.2.6.8.1.4. SOCIMI tax regime (Spanish companies)

The Spanish companies held by Covivio Hotels opted for the SOCIMI tax regime, effective on 1 January 2017. Opting for SOCIMI does not trigger an exit tax upon making the option. However, the capital gains on the period outside of the SOCIMI regime during which assets were held are taxable when disposing of said assets.

The rental income from the leasing of assets and proceeds from disposals of assets held under the SOCIMI regime are tax exempt, provided 80% of rental profits and 50% of asset disposal profits are distributed. These capital gains are determined by allocating the taxable gains to the period outside the SOCIMI regime in a linear basis, over the total holding period.

2.2.6.8.2. Taxes and theoretical tax rate by geographical area

(€K) Taxes payable Deferred tax
liabilities
Total Deferred tax rate
France 69 -30 39 25.83%(1)
Italy 0 -4,604 -4,604 20.00%(2)
Germany -14,650 -30,989 -45,639 15.83%(3)
Belgium -362 1,027 665 25.00%(4)
Luxembourg -196 -724 -920 30.00%
United Kingdom -3 7,108 7,105 19.00%
Netherlands -566 553 -13 21.70%(5)
Portugal -166 -101 -267 23.00%
Spain 0 146 146 25.00%
Ireland 0 205 205 32.00%(6)
Poland -30 130 100 9.00%
TOTAL -15,905 -27,278 -43,488

(-) corresponds to an income tax expense; (+) corresponds to an income tax benefit.

(1) In France, the tax rate for fiscal year 2020 is 28.9%. The tax rate will be 27.4% in 2021 and 25.83% from fiscal year 2022.

(2) Since the merger with Covivio and its exit from the SIIQ regime, Covivio in Italy has been subject to a 20% tax rate.

(3) In Germany, the tax rate on property goodwill is 15.83%, however, for companies in the hotel operations business line, tax rates vary between 30.18% and 32.28%.

(4) In Belgium, the tax rate for fiscal year 2020 is 25%.

(5) In the Netherlands, the tax rate for fiscal year 2020 is 25%. The tax rate will be 21.7% from fiscal year 2021.

(6) In Ireland, the tax rate for fiscal year 2020 is 12.5% for operating activities, 25% for holding companies and 32% for capital gains on disposals.

The income tax payable on disposals amounts to €13.3 million, including €11.1 million for the Hotels in Europe companies (Germany portfolio) and €2.2 million for the Germany Residential segment.

❚ Impact of deferred taxes on income

(€K) 30/06/2020 30/06/2019 Change (€K)
France Offices 0 0 0
Italy Offices -4,604 -4,729 125
Germany Offices -3,001 14 -3,015
Hotels in Europe 20,072 6,390 13,682
Germany Residential -42,162 -71,085 28,923
Others 2,417 61 2,356
TOTAL -27,278 -69,349 42,071

• In Italy Offices, the deferred tax expense mainly relates to a change in the value of assets and SIINQ income that will become taxable when they are distributed to Covivio.

  • Deferred tax income from Hotels in Europe relates to the decrease in the appraisal value of the overseas hotel segment and the disposal of assets in Germany.
  • The deferred tax expense of Germany Residential and Offices mainly relates to an increase in the value of assets.

2.2.7. Other information

2.2.7.1. Personnel remuneration and benefits

2.2.7.1.1. Staff costs

At 30 June 2020, personnel expenses amounted to €69.3 million (compared with €79.2 million at 30 June 2019), breaking down as follows:

(€K) 30/06/2020 30/06/2019
EBITDA from hotel operating activity and Flex Office -18,130 -29,530
Overhead -41,510 -41,427
Income from asset disposals -1,964 -1,820
Total Personnel expenses in the Statement of net income -61,604 -72,777
Development projects -7,704 -6,433
Total capitalised personnel expenses -7,704 -6,433
TOTAL PERSONNEL EXPENSES -69,308 -79,210

Personnel expenses included in the EBITDA from hotel operating activity and Flex Office item recorded a decrease of -€11.4 million related to the closure of some hotels during most of the second quarter and to the recourse to furlough measures.

The item Overheads includes personnel expenses in the amount of €41.5 million, stable compared to 30 June 2019. However, the entry of Covivio Office had an impact of -€1.9 million on

❚ Headcount by country in number of employees

personnel expenses, offset by a decrease in free share expenses of +€2.0 million (expense calculated on the stock market price, down since 31 December 2019).

Headcount

At 30 June 2019, the headcount of fully consolidated companies, excluding companies in the Operating Properties business line, was 995 compared with 965 at 31 December 2019.

The average headcount during the first half of 2020 was 982 employees.

For the period, the companies in the Operating Properties business line had an average headcount of 931 people versus 1,481 as at 31 December 2019.

2.2.7.1.2. Description of share-based payments

Covivio awarded free shares in 2020. The following assumptions were made for the free shares:

Plan of 13 February 2020 French corporate
officers – with
performance
conditions
French corporate
officers – with
performance
conditions – internal
Covivio criteria
German, Italian and
French corporate
officers and
employees – without
performance
conditions
European corporate
officers and
employees – with
performance
conditions
European corporate
officers– with
performance
conditions – internal
Covivio criteria
Date awarded 13/02/2020 13/02/2020 13/02/2020 13/02/2020 13/02/2020
Number of shares awarded 14,874 14,874 16,103 21,750 21,750
Share price on the date
awarded
€110.30 €110.30 €110.30 €110.30 €110.30
Exercise period for rights 3 years 3 years 3 years 4 years 4 years
Cost of forfeiture of dividends -€20.00 -€20.00 -€20.00 -€20.00 -€20.00
Actuarial value of the share
net of dividends not collected
during the vesting period
€90.30 €90.30 €90.30 €90.30 €90.30
Revenue-related discount:
In number of shares 2,382 2,382 2,579 4,486 4,486
As percentage of share price
on the date awarded
16% 16% 16% 21% 21%
Value of the benefit per share €59.14 €54.48 €72.63 €51.24 €50.66

In the first half of 2020, a total of 89,351 free shares were awarded (the number was unchanged at 30 June 2020 – no cancellations due to employee departures). As stated elsewhere, the corresponding expense is recognised in income over the entire vesting period.

The cost of the free share awards recognised at 30 June 2020 amounted to €4,196 thousand, while the related social security contribution (URSSAF) totalled -€2,046 thousand. The decrease in social security (URSSAF) expenses is explained by the decrease in Covivio stock market price between 31 December 2019 (€101.20) and 30 June 2020 (€64.50), which serves as reference in the calculation. In addition, the URSSAF expenses paid in March 2020 for the 2016 plan shares acquired was reclassified as free share expenses in the amount of €720 thousand. These expenses are presented in the income statement on the "Overheads" line.

The cost of the free shares includes the impact of the 2016 plan for €127 thousand, the 2017 plan for €746 thousand, the 2018 plan for €1,571 thousand, the 2019 plan for €1,178 thousand, and the 2020 plan for €574 thousand.

2.2.7.2. Earnings per share and diluted earnings per share

2.2.7.2.1. Earnings per share (IAS 33)

Basic earnings per share are calculated by dividing the income attributable to holders of ordinary Covivio shares (the numerator) by the average weighted number of ordinary shares outstanding (the denominator) over the period.

To calculate the diluted earnings per share, the average number of shares outstanding is adjusted to reflect the conversion of all dilutive potential ordinary shares, including free shares being vested and convertible bonds (ORNANE) type.

The impact of the dilution is only taken into account if it is dilutive.

The dilutive effect is calculated using the treasury stock method. The number calculated using this method is added to the average number of shares outstanding and becomes the denominator. To calculate the diluted earnings, the income attributable to the holders of ordinary Covivio shares is adjusted by:

  • all dividends or other items under potentially dilutive ordinary shares that were deducted to arrive at the income attributable to the holders of ordinary shares
  • interest recognised during the fiscal year to the potentially dilutive ordinary shares
  • any change in the income and expenses resulting from the conversion of the dilutive potential ordinary shares.

Net income
Group share (€K) 194,264
Interest on ORNANE-type bonds 875
Changes in the fair value of ORNANE-type bonds -4,201
Group share after conversion of the ORNANE-type bonds (€K) 190,938
Average number of undiluted shares 88,541,092
Impact of dilution – free shares(1) 457,727
Number of free shares(1) 457,727
Average number of shares diluted by free shares 88,998,819
Dilution impact of conversion of Italy 2021 ORNANE-type bonds 1,864,129
Conversion of ORNANE-type bonds 1,864,129
Average number of diluted shares after conversion of ORNANE-type bonds 90,862,948
NET EARNINGS PER UNDILUTED SHARE (€) 2.19
IMPACT OF DILUTION – FREE SHARES (€) -0.01
DILUTED EARNINGS PER SHARE OF FREE SHARES (€) 2.18
EARNINGS PER SHARE DILUTED BY FREE SHARES AND ORNANE-TYPE BONDS (€) 2.10

(1) The number of shares being vested is broken down according to the following plans:

Total 457,727
2020 Plan 89,351
2019 Plan 112,493
2018 Plan 197,323
2017 Plan 58,560

In accordance with IAS 33 section 49 "Earnings per share", the impact from the dilution related to the conversion as at 1 January 2020 of the Italy ORNANE-type bonds maturing in 2021 is taken into account, because the latter is dilutive.

2.2.7.3. Related-party transactions

The information mentioned below concerns the main related-parties, namely equity affiliates.

❚ Details of related-party transactions (€K)

Partner Type of partner Operating
income
Net financial
income
Balance
sheet
Comments
Cœur d'Orly Equity affiliates 299 0 15,058 Monitoring of projects and investments,
Loans, Asset and property fees
Euromed Equity affiliates 268 0 28,596 Loans, Asset and property fees
Lenovilla Equity affiliates 178 0 24,763 Loans, Asset and property fees
SCI Factor E and SCI Orianz Equity affiliates 64 129 17,204 Loans, Asset and property fees

2.2.8. Segment reporting

2.2.8.1. Accounting principles as regards operating segments – IFRS 8

The Covivio Group holds a wide range of real estate assets to collect rental income and benefit from appreciation in the assets held. Segment reporting is organised by asset type.

The operating segments are as follows:

  • France Offices: office real estate assets located in France
  • Italy Offices: office real estate and retail assets located in Italy
  • Germany Offices: office real estate assets located in Germany held by the Covivio Group via its subsidiary Covivio Office Holding
  • Hotels in Europe: commercial buildings largely in the hotel segment and hotel operating properties held by Covivio Hotels
  • Germany Residential: real estate assets in Germany held by the Covivio Group through its subsidiary Covivio Immobilien SE. These segments are reported on and analysed regularly by

Group management in order to make decisions on what resources to allocate to the segment and to evaluate their performance.

The Other segment includes non-significant activities such as car park rentals and the France Residential business.

Following the acquisition of Covivio Office, a subsidiary of Covivio Office Holding, in 2020, the office real estate assets that were in the Germany Residential segment at 31 December 2019 were transferred to the Germany Offices segment.

2.2.8.2. Intangible assets

2020
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
German
Offices
Other (Incl. French
Residential)
Total
Intangible fixed assets
and goodwill
3,480 2,692 140,231 948 129 17,044 164,525
NET 3,480 2,692 140,231 948 129 17,044 164,525
2019
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Intangible fixed assets
and goodwill
2,954 2,496 142,517 818 6 17,966 166,758
NET 2,954 2,496 142,517 818 6 17,966 166,758

The column "Other" includes the intangible fixed assets held under concession (Public Service Delegations) of the remaining car park companies.

2.2.8.3. Tangible assets

2020
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
German
Offices
Other (Incl. French
Residential)
Total
Operating properties 279,227 74,235 1,019,728 5,454 6,187 27,044 1,411,875
Other fixed assets 4,603 2,146 22,127 11,544 1,049 200 41,669
Fixed assets in progress 25,819 1,642 6,576 16,750 0 0 50,787
NET 309,649 78,023 1,048,431 33,748 7,236 27,244 1,504,331
2019
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Operating properties 282,238 69,797 1,022,570 5,187 0 29,915 1,409,707
Other fixed assets 4,899 1,441 24,296 10,981 12 226 41,855
Fixed assets in progress 17,692 1,299 2,951 15,938 0 0 37,880
NET 304,829 72,537 1,049,817 32,106 12 30,141 1,489,442

The change in tangible fixed assets (+€15 million) corresponds to the acquisition of a plot of land in the Hotels in Europe segment (Alexanderplatz +€8.6 million), the entry of Covivio Office in the scope of Germany Offices (+€7.7 million including +€6.7 million in user rights), construction work for the period (+€12.9 million) less depreciation and amortisation for the period.

The construction work relates to the future headquarters of Jean Goujon (+€4.7 million) and the Paris Gobelin Flex office asset (+€3 million) under France Offices and the Nice Méridien office (+€4.3 million) for Hotels in Europe.

2.2.8.4. Investment properties/Assets held for sale

2020
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
German
Offices
Other (Incl. French
Residential)
Total
Investment properties 4,767,197 3,180,015 4,678,650 6,649,453 1,327,678 0 20,602,993
Assets held for sale 195,309 162,094 94,390 6,292 0 3,944 462,029
Investment properties under
development
1,047,608 280,970 9,780 0 100,982 0 1,439,340
TOTAL 6,010,114 3,623,079 4,782,820 6,655,745 1,428,660 3,944 22,504,362
2019
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Investment properties 4,984,139 3,179,865 4,921,894 6,384,608 33,800 0 19,504,306
Assets held for sale 55,029 100,205 132,638 10,516 0 25,904 324,292
Investment properties under
development
868,320 379,269 9,930 0 76,057 0 1,333,576

In France Offices, the change in the portfolio (€6,010 million in 2020 compared to €5,907 million in 2019) reflects the disposal of seven assets (-€84.8 million) including Nanterre Respiro (-€79.8 million), the change in fair value (+€89.3 million) and construction work (+€98.5 million).

In Italy Offices, the change (-€36 million) is due to the disposal of four assets (-€56 million), including Milan via Bernina (-€37.8 million), the change in fair value (-€17.6 million) mitigated by the construction work in the period (+€37.2 million). Two development projects were delivered for €127.7 million (€84.3 million for Turin Corso Ferrucci and €43.4 million for Milan The Sign A).

The growth in Germany Residential (+€260.6 million) is mainly due to the impact of changes in asset values (+€221.9 million), construction work (+€42.8 million), acquisition of assets in Dresden and Berlin (+€11.9 million) and disposals during the period (-€15.1 million).

In the Germany Offices, the significant change in the portfolio (+€1,318.8 million) is related to the entry of a portfolio of assets in Frankfurt, Düsseldorf, Munich and Hamburg (+€1,252.5 million) into the scope and the rights of use on a long-term lease (+€13.9 million), the acquisition of assets in Berlin (+€10.5 million), the change in the fair value of assets (+€6.3 million), construction work (+€18.0 million) and the impact of the reclassification of a real estate trading property located in Berlin (+€17.6 million) as property under development.

The decrease in Hotels in Europe (-€281.6 million) is mainly due to the change in the fair value of assets (-€136.1 million) and rights of use on long-term leases in the United Kingdom (+€1.1 million), the fall of the British Pound resulting in a change in exchange rates (-€48.5 million) and the impact of disposals (-€120.4 million). It also corresponds to the acquisition of the Ibis Strasbourg plot leasehold rights (+€4.3 million) and construction work (+€18 million).

2.2.8.5. Financial assets

2020
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
German
Offices
Other (Incl.
French
Residential)
Total
Loans 85,946 0 67,129 12 0 89 153,176
Other financial assets 652 5,562 42,201 8,928 0 1,954 59,297
Receivables on financial
assets
0 110,532 56 501 70 0 111,159
Sub-total non-current financial
assets
86,598 116,094 109,386 9,441 70 2,043 323,632
Investments in equity
affiliates
152,084 13,034 194,217 0 0 0 359,335
TOTAL FINANCIAL ASSETS 238,683 129,128 303,603 9,441 70 2,043 682,967
2019
(€K)
France Offices Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Loans 64,678 0 65,791 10 0 93 130,572
Other financial assets 652 5,610 27,200 8,928 0 1,714 44,104
Receivables on financial
assets
0 83,824 58 501 0 0 84,383
Sub-total non-current
financial assets
65,330 89,434 93,050 9,439 0 1,807 259,060
Investments in equity
affiliates
153,905 13,879 206,531 0 0 0 374,316
TOTAL FINANCIAL ASSETS 219,235 103,313 299,581 9,439 0 1,807 633,375

The rise in financial assets in France Offices reflects the transfer of the loan granted to Lenovilla as long-term loans (+€20 million), the loan granted to Cœur d'Orly (+€1 million), the appropriation of 2019 net income from equity associates (-€2.5 million) and income from equity associates (+€1 million).

Financial assets in the Italy Offices segment were up due to an increase in receivables on disposals (+€28 million), the appropriation of 2019 net income from equity associates (-€1 million) and income from equity associates (+€0.2 million).

The rise in financial assets in Hotels in Europe was due mainly to the increase in loans (+€1 million), the additional payment of a deposit for the acquisition of hotels in Italy, Czech Republic and Hungary (+€15 million), the appropriation of 2019 net income from equity associates (-€5.4 million) and income from equity associates (+€6.9 million).

2.2.8.6. Contribution to shareholders' equity

2020
(€K)
France and Italy
Offices
Hotels in Europe Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Shareholders' equity Group Share
before elimination of securities
7,254,931 1,352,120 2,142,844 645,784 981,055 12,376,734
Elimination of securities 0 -1,194,448 -1,025,966 -641,159 -1,108,296 -3,969,869
Shareholders' equity Group Share 7,254,931 157,672 1,116,878 4,625 -127,241 8,406,865
Minority interests 824,644 1,953,362 1,228,165 84,584 2,209 4,092,964
SHAREHOLDERS' EQUITY 8,079,575 2,111,034 2,345,043 89,209 -125,032 12,499,829
2019
(€K)
France and Italy
Offices
Hotels in Europe Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Shareholders' equity Group Share
before elimination of securities
7,136,710 1,422,444 2,056,613 -193 1,089,534 11,705,108
Elimination of securities 0 -1,110,485 -1,025,967 -1,271,009 -3,407,461
Shareholders' equity Group Share 7,136,710 311,959 1,030,646 -193 -181,475 8,297,647
Minority interests 801,736 2,070,514 1,186,198 17 2,233 4,060,698
SHAREHOLDERS' EQUITY 7,938,446 2,382,473 2,216,844 -176 -179,242 12,358,344

Following the distribution of the dividend in the form of shares, Covivio's stake in Covivio Hotels increased by €84 million.

2.2.8.7. Borrowings

2020
(€K)
France
Offices
Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Total long-term interest-bearing
loans
2,818,608 1,677,009 2,452,221 2,433,923 497,355 0 9,879,116
Total short-term interest-bearing
loans
1,565,145 223,017 94,187 177,719 284 1,572 2,061,924
TOTAL LT AND ST LOANS 4,383,753 1,900,026 2,546,408 2,611,642 497,639 1,572 11,941,040
2019
(€K)
France
Offices
Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Total long-term interest-bearing
loans
2,653,027 1,546,847 2,533,765 2,338,181 0 0 9,071,820
Total short-term interest-bearing
loans
1,675,299 25,825 49,051 65,563 0 8 1,815,746
TOTAL LT AND ST LOANS 4,328,326 1,572,672 2,582,816 2,403,744 0 8 10,887,566

In 2020, part of the uncollateralised bank debt for France Offices was reallocated to Italy Offices (+€336 million).

2.2.8.8. Derivatives

2020
(€K)
France
Offices
Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Financial instruments – Assets 62,143 0 39,159 530 0 0 101,832
Financial instruments – Liabilities 195,667 26,931 143,890 56,751 2,718 0 425,957
NET FINANCIAL INSTRUMENTS 133,524 26,931 104,731 56,221 2,718 0 324,125
2019
(€K)
France
Offices
Italy Offices Hotels in
Europe
Residential
Germany
Germany
Offices
Other (Incl. French
Residential)
Total
Financial instruments – Assets 52,519 4 16,849 8,114 0 0 77,486
Financial instruments – Liabilities 193,742 24,285 105,875 41,939 0 0 365,842
NET FINANCIAL INSTRUMENTS 141,224 24,281 89,026 33,825 0 0 288,356

Net financial instruments in Germany Offices relate to the fair value measurement of fixed-rate debts on the acquisition date in accordance with IFRS 3, amortised by straight-line method over their residual term.

2.2.8.9. Statement of net income by operating segments

In accordance with IFRS 12, paragraph B11, inter-segment transactions, in particular management fees, are indicated separately in this presentation.

2020
(€K)
France
Offices
Italy
Offices
German
Offices
Hotels in
Europe
Residential
Germany
Other (incl.
France
Residential)
Intercos
Inter-sector
30/06/2020
Rental income 121,128 88,177 22,111 75,867 127,692 347 -109 435,213
Unrecovered property operating costs -7,617 -8,485 -1,990 -1,891 284 -247 -3 -19,949
Expenses on properties -3,532 -2,231 -845 -1,191 -9,237 -177 3,520 -13,693
Net losses on unrecoverable
receivable
-918 -4,092 -153 -1,488 -2,089 35 0 -8,705
Net rental income 109,061 73,369 19,123 71,297 116,650 -42 3,408 392,866
Revenues from hotel operating activity
and Flex Office
6,652 0 0 45,738 0 1 0 52,391
Expenses of hotel operating activity
& Flex Office
-3,340 -66 0 -42,372 0 0 0 -45,778
EBITDA from hotel operating activity
& Flex Office
3,312 -66 0 3,366 0 1 0 6,613
Income from other activities 322 0 270 -11 1,233 2,427 0 4,241
Management and administration
income
7,768 2,489 4 7,546 4,182 4,215 -15,977 10,227
Business expenses -841 -194 -150 -6,225 -426 -66 5,600 -2,302
Overhead -15,754 -9,824 -3,779 -9,234 -23,914 -6,980 6,484 -63,001
Development costs (not capitalised) 0 0 -91 -54 -546 0 0 -691
Net operating costs -8,827 -7,529 -4,016 -7,966 -20,704 -2,831 -3,893 -55,766
Depreciation of operating assets -5,058 -910 -481 -19,815 -1,428 -4,180 0 -31,872
Net change in provision and other: -129 37 -631 6,308 12 529 355 6,481
OPERATING INCOME 98,681 64,901 14,265 53,179 95,763 -4,096 -130 322,563
Net income from inventory properties -2 -760 0 0 818 0 0 56
Income from asset disposals -1,198 -5,456 0 -443 870 -44 130 -6,141
Income from value adjustments 89,328 -17,633 6,305 -135,035 221,866 -20 0 164,811
Income from disposal of securities 0 -125 0 97 -36 -4 0 -68
Income from changes in scope & other -3,903 -103 -7,356 -2,366 -449 -39 0 -14,216
OPERATING RESULT 182,906 40,824 13,214 -84,567 318,832 -4,203 0 467,006
Income from non-consolidated
companies
6 0 0 -1 0 0 0 5
Cost of net financial debt -15,963 -11,822 -3,145 -28,952 -25,894 -912 0 -86,688
The interest cost for rental liabilities -26 -19 -259 -6,540 -3 -213 0 -7,060
Value adjustment on derivatives -30,134 -6,303 356 -40,076 -22,396 0 0 -98,553
Discounting and foreign exchange
gains or losses
-353 0 0 328 0 0 0 -25
Exceptional amortisation of loan
issue costs
0 -68 0 -246 -175 0 0 -489
Share in earnings of affiliates 1,057 201 0 -6,897 0 0 0 -5,639
PRE-TAX NET INCOME 137,493 22,813 10,166 -166,952 270,364 -5,328 0 268,556
Deferred tax 0 -4,604 -3,001 20,072 -42,162 2,417 0 -27,278
Corporate income tax 147 0 -384 -13,040 -2,548 -80 0 -15,905
NET INCOME FOR THE PERIOD 137,640 18,209 6,781 -159,920 225,654 -2,991 0 225,373
Net income from non-controlling
interests
-24,678 -11,673 -3,277 89,505 -80,997 11 0 -31,110
NET INCOME FOR THE PERIOD
– GROUP SHARE
112,962 6,536 3,504 -70,415 144,657 -2,980 0 194,264

2 Notes to the condensed consolidated financial statements Covivio's condensed consolidated financial statements at 30 June 2020

2019
(€K)
France
Offices
Italy
Offices
German
Offices
Hotels in
Europe
Residential
Germany
Other (incl.
France
Residential)
Intercos
Inter-sector
30/06/2019
Rental income 130,296 100,400 0 123,960 124,254 3,298 -41 482,167
Unrecovered property operating costs -7,039 -11,146 0 -1,380 -1,129 -1,084 -39 -21,817
Expenses on properties -3,823 -3,021 0 -4,454 -9,512 -347 7,248 -13,909
Net losses on unrecoverable receivable -1,002 -1,453 0 -18 -829 7 0 -3,295
Net rental income 118,432 84,780 0 118,108 112,784 1,874 7,168 443,146
EBITDA from hotel operating activity
& Flex Office
2,447 0 0 31,261 0 0 0 33,708
Income from other activities 147 0 0 -17 195 4,314 -4 4,635
Management and administration
income
11,302 2,777 0 8,936 3,936 4,769 -20,763 10,957
Business expenses -827 -547 0 -3,544 -394 -137 2,369 -3,080
Overhead -17,410 -10,491 -23 -9,692 -22,195 -7,122 5,852 -61,081
Development costs (not capitalised) -36 0 -33 -22 -329 -99 15 -504
Net operating costs -6,971 -8,261 -56 -4,321 -18,982 -2,589 -12,527 -53,707
Depreciation of operating assets -4,572 -1,019 0 -20,564 -1,089 -4,597 0 -31,841
Net change in provision and other: -93 1,709 0 4,495 67 846 66 7,090
OPERATING INCOME 109,390 77,209 -56 128,961 92,975 -152 -5,297 403,030
Net income from inventory properties: 0 -3,991 0 0 547 19 0 -3,425
Income from asset disposals -1,157 -148 -44 -5,868 377 154 5,297 -1,389
Income from value adjustments 97,835 -9,045 14,808 79,199 405,947 -12 0 588,732
Income from disposal of securities 0 1 0 5,869 -12 31 0 5,889
Income from changes in scope & other -53 -278 0 -3,061 -4,558 -55 0 -8,005
OPERATING RESULT 206,015 63,748 14,708 205,100 495,276 -15 0 984,832
Income from non-consolidated
companies
0 0 0 0 0 1 0 1
Cost of net financial debt(1)(2) -30,844 -17,477 -74 -33,053 -19,477 -587 0 -101,512
The interest cost for rental liabilities -53 -25 0 -6,634 -4 -255 0 -6,971
Value adjustment on derivatives -80,266 -32,009 0 -50,179 -27,672 0 0 -190,126
Discounting and foreign exchange
gains or losses(2)
-207 0 0 -1,419 0 0 0 -1,626
Exceptional amortisation of loan
issue costs(1)
-2,086 -566 0 -3,151 -96 0 0 -5,899
Share in earnings of affiliates -1,696 7 0 5,558 0 0 0 3,869
PRE-TAX NET INCOME 90,863 13,678 14,634 116,223 448,027 -856 0 682,569
Deferred tax 0 -4,729 14 6,390 -71,085 61 0 -69,349
Corporate income tax -150 -2,932 0 -9,114 -3,028 -45 0 -15,269
NET INCOME FOR THE PERIOD 90,713 6,017 14,648 113,499 373,914 -840 0 597,951
Net income from non-controlling
interests
-13,011 -15,355 0 -81,723 -132,701 -61 0 -242,852
NET INCOME FOR THE PERIOD
– GROUP SHARE
77,701 -9,338 14,648 31,776 241,213 -901 0 355,098

(1) €7,286 thousand in regular amortisation of loan issue costs included in the item Amortisation of loan issue costs as at 30 June 2019 is now included in the line Cost of net financial debt. The item Amortisation of loan issue costs has been renamed Exceptional amortisation of loan issue costs.

(2) Foreign exchange gains and losses included in the item Cost of net financial debt as at 30 June 2019 for a net amount of -€1,453 thousand are now included in the line Discounting and foreign exchange gains or losses.

Net income – Group share of the Germany Residential activity published for the period amounted to €255,861 thousand at 30 June 2019. This income included a share in the Office activity income which was not significant enough to be presented separately. Following the acquisition of an office portfolio in 2020, a new segment was created. The 2019 data was divided between Germany Residential for €241,213 thousand and Germany Offices for €14,648 thousand.

2.2.9. Subsequent events

None

2.3. RISK FACTORS

Covivio encourages readers to refer to the risk factors chapter in the 2019 Universal Registration Document (URD). The main risks and control factors to which the company is exposed are ranked by category and net criticality (after the management steps in place have been taken into account).

The Covid-19 pandemic has had a major impact on the Issuer and its risk factors as presented in Section 1.11.1 of the 2019 Universal Registration Document. Therefore, Covivio released a new 2020 guidance upon the publication of its half-year results, in July 2020.

The risk mapping underwent a full review, which began in mid-2020; the main results will be presented in the 2020 Universal Registration Document. However, the company has outlined below the developments and trends in the main risk factors that appear in the 2019 URD in light of the Covid-19 situation. As Covivio fully consolidates the public company Covivio Hotels, readers are encouraged to refer to that company's publications for further detail on the impacts and risk factors specific to the hotel portfolio.

2.3.1. Risks related to the environment in which Covivio operates

Given the current situation and the severely damaged economic environment we currently find ourselves in, this risk is increasing appreciably and the impacts for Covivio are at present significant, mainly given its exposure to the hotel segment (15% of Covivio's portfolio). Lockdowns, travel restrictions and border closures forced hoteliers to close most of their establishments. At 30 June, Covivio's income was down 7.5% on a like-for-like basis (with a 51% drop for hotels and a 1.9% increase for offices and residential).

The risk relating to changes in the real estate market is increasing. The period of uncertainty following the outbreak of the Covid-19 pandemic has resulted in decreased investment volumes over the period, which could have consequences on the real estate market in Europe. In the first half, investment volumes on Covivio's markets, although down, remained dynamic compared to historical trends. Covivio also signed disposal agreements for €400 million Group share in the first half, with an average margin of 14.6% on the latest appraisal values.

2.3.2. Risks related to information systems and cyber-crime

There is a heightened risk of cybercrime as a result of the remote working measures being implemented within the Group. Periods of instability are a good time for cybercriminals.

2.3.3. Risks related to changes in regulations

The current health crisis has highlighted an increased risk related to changes in regulations. During the first half, numerous regulations were introduced which had negative impacts on Covivio's business. Administrative closures of establishments in some geographic regions generated operating losses for the tenants affected.

Uncertainty surrounding the appearance of new clusters could result in new short- or medium-term closure orders. The Hotels activity is particularly affected by these mesures.

The health and safety risks have risen since the appearance of Covid-19. Additional health and safety measures have been introduced to limit the risk of transmission within premises, in the hotels and also on construction and development sites.

2.3.4. Risks related to Covivio's real estate assets

Rental risk: Given the Covid situation, the risk related to tenants has risen. Covivio is affected by a risk of the financial soundness of its tenants deteriorating, even up to the point of insolvency. This would affect the company's results.

Events during the half-year: On the offices and residential portfolio (84% of the portfolio in H1), 96.4% of rental income was collected, reflecting the quality of Covivio's rental base.

At 30 June, Covivio made provision for €7 million in losses on unrecoverable receivables, concerning principally €5.5 million in unpaid rent on non-strategic ground-floor retail units, restaurants and shopping centres.

The measures introduced by Covivio include supporting its tenants which are encountering difficulties. Covivio has approached those of its VSE and SME tenants which have been struggling and affected by closure orders, and has applied the recommendations made by the French government and the Federation of real estate companies and REITs (FSIF). This is taking the form of the automatic application of the cancellation of three months' rent for VSEs.

The risk relating to asset valuations has risen as a result of Covid-19. Changes in value, which can occur following an adjustment of the main assumptions used (yield rate, rental values), have a major impact on Covivio's net asset value.

2.3.5. Risks related to Covivio's growth

Development of real estate assets: One of the impacts of the health crisis has been delays, or even stoppages, affecting many construction sites. Therefore, the risk linked to the development of real estate assets has risen as a result of this crisis, and the main consequences are:

• delivery times for assets under construction are three months longer on average

2.3.6. Risks related to interest rates and liquidity

The financial risks are covered in more detail in the appendices to the accounts. However, given the current economic crisis as a result of Covid-19, it appears that interest rate and liquidity risks are more likely.

The most restrictive covenants in Covivio's credit agreements stipulate:

  • a maximum LTV of 60%. This ratio has been largely adhered to
  • a minimum ICR of 2. This covenant has also been adhered to.

Events during the half-year: At 30 June, as every year, Covivio had its assets valued by independent experts. The experts issued their report based on the available information and the changing Covid-19 situation, which is making it difficult to understand the future prospects. The appraisal values on the residential and office portfolio are rising, which reflects the quality of the portfolio and of the leases in place.

During the half year, Covivio disposed of assets for €400 million, generating a margin of 14.6% on appraisal values, despite the fact that most of the sale processes began after the outbreak of the Covid-19 pandemic.

  • higher construction costs as a result of the new health measures in place on the sites
  • higher vacancy rates on assets delivered due to economic uncertainty and the lack of visits to assets during the lockdown.

Control factors introduced during the first half:

The company strengthened its balance sheet during the half year by conducting a €343 million capital increase by paying the dividend in shares, and a €500 million bond; this improved the group's liquidity and its financial soundness. The average maturity of Covivio's debt is 6.1 years. The rating BBB+ stable outlook confirmed by S&P in May 2020 bears witness to Covivio's stability.

2.3.7. Risks related to failure to attract and retain talent

The unfavourable environment following the Covid-19 crisis resulted in an increase in unemployment in France, Germany and Italy. Therefore, the risk of failure to attract and retain talent has decreased as a result of Covid-19, although it does remain high.

2.3.8. Risks related to image and reputation

The current Covid-19 situation has not to date had any aggravating impact on this risk, which remains stable compared to the information provided in the URD.

STATUTORY AUDITORS' REPORT

3 3

2020 FIRST-HALF FINANCIAL REPORT 125

STATUTORY AUDITORS' REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION

For the period from 1 January to 30 June 2020

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your general meetings and in accordance with the requirements of article L. 451-1-2 III of the French monetary and financial code (Code monétaire et financier), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Covivio, for the period from 1 January 2020 to 30 June 2020
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements were prepared under the responsibility of the Board of Directors on 21 July 2020 on the basis of the information available at that date in the evolving context of the crisis related to Covid-19 and of difficulties in assessing its impact and future prospects. 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 prepared on 21 July 2020.

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, 24 July 2020

The Statutory Auditors

French original signed by

MAZARS ERNST & YOUNG et Autres

Claire Gueydan Anne Herbein

CERTIFICATION OF THE PREPARER

4

4

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.

30 July 2020,

Monsieur Christophe Kullmann Chief Executive Office Person in Charge of the Financial Information

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

  • Average cost:
    • Financial Cost of Bank Debt for the period + Financial Cost of Hedges for the period

Average cost of debt outstanding in the year

• 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:

  • CBD: Central Business District
  • CCI: Construction Cost Index
  • Chg: Change
  • CPI: Consumer Price Index
  • ED: Excluding Duties
  • GS: Group share
  • ID: Including Duties
  • IDF: Paris region (Île-de-France)
  • ILAT: French office rental index
  • LFL: Like-for-Like
  • MRC: Major regional cities, i.e. Lyon, Bordeaux, Lille, Aix-Marseille, Montpellier, Nantes and Toulouse
  • MRV: Market Rental Value
  • PACA: Provence-Alpes-Côte-d'Azur
  • RRI: Rental Reference Index
  • Rtn: Yield

5

EPRA Earnings

EPRA Earnings is defined as "the recurring result from operating activities". It is the indicator for measuring the company's performance, calculated according to EPRA's Best Practices Recommendations. The EPRA Earnings per share is calculated on the basis of the average number of shares (excluding treasury shares) over the period under review.

Calculation:

  • (+) Net Rental Income
  • (+) EBITDA of hotels operating activities and Coworking
  • (+) Income from other activities

(-) Net Operating Costs (including costs of structure, costs on development projects, revenues from administration and management)

  • (-) Depreciation of operating assets
  • (-) Net change in provisions and other
  • (-) Cost of the net financial debt
  • (-) Interest charges linked to finance lease liability
  • (-) Net change in financial provisions

(+) EPRA Earnings of companies consolidated under the equity method

  • (-) Corporate taxes
  • (=) EPRA Earnings

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 rent

This indicator compares rents recognised from one financial year to another without accounting for changes in scope: acquisitions, disposals, developments including the vacating and delivery of properties. The change is calculated on the basis of rental income under IFRS for strategic activities.

This change is restated for certain severance pay and income associated with the Italian real estate (IMU) tax.

Given specificities and common practices in German residential, the Like-for-Like change is computed based on the rent in €/ m2 spot N versus N-1 (without vacancy impact) on the basis of accounted rents.

For operating hotels (owned by FDMM), like-for-like change is calculated on an EBITDA basis.

Restatement done:

  • deconsolidation of acquisitions and disposals realised on the N and N-1 periods
  • restatements of assets under works, i.e.:
    • restatement of released assets for work (realised on N and N-1 years)
    • restatement of deliveries of assets under works (realised on N and N-1 years).

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: acquisitions, disposals, developments including the vacating and delivery of properties.

The like-for-like change presented in portfolio tables is a variation taking into account Capex works done on the existing portfolio. The restated like-for-like change in value of this work is cited in the comments section. The current scope includes all portfolio assets.

Restatement done:

  • deconsolidation of acquisitions and disposals realised on the period
  • restatement of work realised on asset under development during the N period.

Loan To Value (LTV)

The LTV calculation is detailed in Part 4 "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 calculated using annualised data solely on the strategic activities portfolio.

The indicator "Occupancy rate" includes all portfolio assets except assets under development.

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 the hotel operating properties it includes the valuation of the portfolio consolidated under the equity method. For offices in France, the portfolio includes asset valuations of Euromed and New Vélizy, which are consolidated under the equity method.

Projects

  • Committed projects: these are projects for which promotion or construction contracts have been signed and/or work has begun and has not yet been completed at the closing date. The delivery date for the relevant asset has already been scheduled. They might pertain to VEFA (pre-construction) projects or to the repositioning of existing assets.
  • Managed projects: These are projects that might be undertaken and that have no scheduled delivery date. In other words, projects for which the decision to launch operations has not been finalised.

Rental activity

Rental activity includes mention of the total surface areas and the annualised rental income for renewed leases, vacated premises and new lettings during the period under review.

For renewed leases and new lettings, the figures provided take into account all contracts signed in the period so as to reflect the transactions completed, even if the start of the leases is subsequent to the period.

Lettings relating to assets under development (becoming effective at the delivery of the project) are identified under the heading "Pre-lets".

Rental income

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.

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.

Annualised "topped-up" 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

SHON: Gross surface

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 where unpaid amounts not relating to rents were restated).

Yields/return

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)

The returns on asset disposals or acquisitions are calculated according to the following formula:

Gross annualised rent (not corrected for vacancy)

Acquisition value including duties or disposal value excluding duties

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