Annual Report • Oct 15, 2012
Annual Report
Open in ViewerOpens in native device viewer
April 1, 2011 to March 31, 2012
| 2011/2012 | 2010/2011* | |
|---|---|---|
| Key Group figures in EUR '000 | ||
| Profit/loss on rental of real estate inventory | 2,372 | 3,036 |
| Profit/loss on sale of real estate companies | 439 | 0 |
| Profit/loss on sale of real estate | 15,724 | 2,304 |
| Profit/loss on asset management | 516 | 479 |
| Profit/loss from investments accounted for using the equity method | 3,678 | -7,490 |
| Other operating income and other effects | -816 | 921 |
| Profit/loss before interest and taxes | 14,788 | -9,407 |
| Profit/loss before taxes | 13,032 | -10,640 |
| Net profit/loss attributable to parent company shareholders | 12,933 | -10,290 |
| Shareholders' equity | 20,229 | 12,575 |
| Total assets | 44,267 | 67,570 |
| Equity ratio | 45.7% | 18.6% |
| Cash flow from operating activities | 24,885 | -3,497 |
| Cash flow from investing activities | -1,205 | 14 |
| Cash flow from financing activities | -25,416 | -15 |
| Cash and cash equivalents at the end of the period | 3,589 | 5,320 |
| Key stock market data as of March 31 | ||
| Number of shares | 13,894,651 | 13,894,651 |
| Share price at fiscal year-end | 0.65 | 1.75 |
| Market capitalisation in EUR | 9,031,523 | 24,315,639 |
| Earnings per share ** | 0.93 | -0.74 |
| Net asset value (NAV) per share in EUR | 1.44 | 0.92 |
| Free float according to the definition given by Deutsche Börse AG | 55.3% | 54.3% |
* adjusted; see Notes to the Consolidated Financial Statements A.5 ** weighted average of number of shares outstanding
| Name | MAGNAT Real Estate AG |
|---|---|
| ISIN | DE000A0XFSF0 / DE000A1CRPG1 |
| WKN | A0XFSF / A1CRPGF |
| Ticker symbol | Bloomberg: M5RK, Reuters: M5RGk.DE |
| Market segment | General Standard |
| Open market | Berlin, Düsseldorf and Stuttgart |
| General Standard (regulated market) | Frankfurt Stock Exchange (Frankfurt and Xetra) |
| 04 | MAGNAT at a glance | |
|---|---|---|
Key data at a glance Other information
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The 2011/2012 financial statements of MAGNAT Real Estate AG have features which are of significance. These result from an examination of our Company in the past fiscal year by the German Financial Reporting Enforcement Panel (DPR) which had led to a correction of our 2009/2010 financial statements which in turn had a direct impact on the current financial statements. Following a retrospective correction of shareholders' equity in the amount of EUR -76.1 million for the 2009/2010 fiscal year, our Company is reporting a Group net income of EUR 12.9 million or EUR 0.93 per share for the past fiscal year. This is the first time since the outbreak of the financial and economic crises that MAGNAT has reported a profit. In the continued difficult markets, we are seeing the first positive results from our restructuring and from portfolio disposals. Nevertheless, the current positive results are being driven by accounting factors.
This is based on the view of the DPR, with which MAGNAT agrees, that the acquisition of our asset manager, R-QUADRAT Immobilien GmbH in 2009, ultimately constitutes a reverse acquisition in accordance with International Financial Reporting Standards (IFRS). Accordingly and pursuant to IFRS, R-QUADRAT had acquired MAGNAT, which resulted in MAGNAT's carrying amounts to be adjusted retrospectively for the purchase price. As a result of the DPR measures, MAGNAT has been required to show a dramatic reduction in carrying amounts on its balance sheet so that, for example, the disposals in the past fiscal year have led to a significantly positive impact on earnings. At a Group equity ratio which has again risen to 46 percent, the adjustment to the carrying amounts has led to a permanent reduction in the burdens on the balance sheet from existing investments. The sales in the past fiscal year which were made in the context of focusing investments in the Black Sea region will also reduce the risks of the investment portfolio. We have, for example, sold our entire German residential portfolio. As a result, this brought not only a positive contribution to earnings but also a significant inflow of cash.
From the sales of the Turkish YKB portfolio, the Company received a further EUR 4.0 million of liquidity as well as an earnings contribution in the amount of EUR 6.0 million. So far, we have received around EUR 21 million from this portfolio thus recouping our entire original equity investment. The disposal of the remaining assets has also been initiated. The SQUADRA Immobilien Group, in which MAGNAT holds a 16.1 percent stake, sold the Schrödterhaus in Leipzig in November 2011. MAGNAT Asset Management carried out the purchase, renovation, rental, and sale of the property and benefitted from a transaction-out fee. Since the selling price was well above book value and thus a substantial cash inflow was achieved, the shareholders of SQUADRA decided to distribute EUR 3.5 million in October 2012. MAGNAT will participate from this in line with its involvement.
Also in the year under review, the "co-proprietors' building scheme" in the Viennese Rennweg which is still in development and is 100 percent owned by one of MAGNAT's real estate companies, was sold for a price significantly higher than its net assets so that a profit of EUR 0.4 million resulted. An ensuing project was begun on Brünner Straße. This project company is also 100 percent owned by MAGNAT.
A further contribution to the reduction of risk was the elimination of latent legal risks in connection with the bankruptcy of the co-investor RQCB and the purchase and integration of its assets by MAGNAT. MAGNAT has acquired the full control of the previously jointly supervised projects, has settled all mutual claims and liabilities, and has ended all business relationships. In this context, the conclusion of the legal dispute in connection with the Schwarzenberg project should be mentioned. This led to a settlement payment to MAGNAT of EUR 2.7 million and a positive contribution to earnings in the same amount.
Despite the absence of accounting-related charges due to the adjustments to MAGNAT's carrying amounts, the market situation remains difficult, especially in Eastern Europe. The recovery that was initially expected by experts a year ago has still not materialised and is not currently foreseeable. On the contrary, the economic crisis in the region has even worsened in recent months. This development is particularly visible in the real estate markets of our target region. Accordingly, a commercially reasonable streamlining of our investment portfolio in Eastern Europe was not possible in fiscal year 2011/2012. Therefore, in the independent reviews of our investments, significant corrections of the relevant market values were necessary. These amounted to a total of EUR 6.5 million and had a correspondingly negative impact on our financial statements for fiscal year 2011/2012.
For the near future we expect to see a further worsening of the market situation in Eastern Europe in the wake of the escalating European debt crisis. This worsening is characterised on the one hand by the extreme reluctance of both investors and banks to finance new projects. On the other hand, numerous fire sales in MAGNAT's target region cause massive price pressure in MAGANT's relevant market segments.
Against this background, the securing of liquidity will remain a focal point in MAGNAT's financial planning. We will continue our efforts at rigorous cost containment, especially with regards to general administrative expenses and other operating expenses. In light of the difficult market conditions, it may be necessary to sell parts of the real estate portfolio at prices below their stated book values in order to ensure liquidity.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
On a positive note, MAGNAT continues to be one of the few remaining developers in its target markets and has even strengthened its position for the longer term. We continue to believe that the entire Black Sea region will be rediscovered as an attractive investment by international capital. Numerous countries in the region are much better positioned economically than the southern peripheral states of the eurozone. This has been impressively highlighted by the latest developments in the wake of the euro crisis. As soon as the European debt crisis has been overcome, we expect this region to become significantly more attractive for foreign investors.
Unfortunately, for the MAGNAT Group and its shareholders, the disappointing development of the previous year continued in fiscal year 2011/2012. In the course of the fiscal year, MAGNAT's share price declined from EUR 1.73 to EUR 0.65. Even after the close of the fiscal year, the share price has continued to decline. We hope that this negative trend can be broken as further progress in the restructuring of our portfolio becomes more visible.
Yours Sincerely
Dr. Marc-Milo Lube (CEO) Jürgen Georg Faè (CFO)
In the 2011/2012 fiscal year, the Supervisory Board performed the tasks and exercised the responsibilities incumbent upon it, pursuant to the law, MAGNAT Real Estate AG's articles of association, and its internal rules and business procedures.
The Supervisory Board and Executive Board engaged in continuous cooperation and intense dialogue. Along with the explicit topics mentioned in this report, this included all further significant questions relating to the Company and the Group. The Supervisory Board consulted regularly with the Executive Board. It supervised the carrying out of business on the basis of legality, effectiveness, and economic efficiency. The Executive Board directly involved the Supervisory Board in decisions of fundamental significance for the Company or the Group. Particularly the strategic realignment of the Group within the target regions around the Black Sea were made in close consultation with the Supervisory Board, as were the changes in accounting applied to the current financial statements. These changes were a result of an audit of the financial statements ended March 31, 2010 by the German Financial Reporting Enforcement Panel (DPR).
The Executive Board informed the Supervisory Board by means of detailed and comprehensive written and verbal reports which were submitted on a timely basis. This included a detailed discussion of all significant questions relating to the development of the Company and the Group's relevant markets, short- and long-term corporate planning, and current business progress. The current state of the Company and the Group, the liquidity and risk positions, the group-wide risk management system, as well as current development projects and the further strategic development of the Group were also part of these discussions. The information provided by the Executive Board was critically reviewed by the Supervisory Board for plausibility. Here, the items and the scope of the Executive Board's reporting were fully in accordance with the requirements of the Supervisory Board at all times.
The Executive Board submitted detailed clarifications, which were reviewed by the Supervisory Board, when the course of business diverged from previously approved plans and targets, and on the appropriate measures to counter these divergences. Following thorough examination and consultation, the Supervisory Board gave its approval to the reports and proposed resolutions submitted by the Executive Board according to provisions of the law or the articles of association, where required.
Between meetings, the Executive Board comprehensively informed the Supervisory Board Chairman in a timely manner by way of written and verbal reports about particular business transactions which were of key significance in the assessment of the situation and the development and management of the Company and the Group. Matters which required approval were presented to the Supervisory Board in a timely manner for approval.
Of particular importance in the reporting period were the aforementioned audit of the consolidated financial statements ended March 31, 2010 of MAGNAT Real Estate AG and accordingly its predecessor, MAGNAT Real Estate Opportunities GmbH & Co. KGaA by the German Financial Reporting Enforcement Panel (DPR) and the restructuring and bankruptcy procedures of MAGNAT's co-investors RQCA and RQCB. The Supervisory Board dealt intensively with both procedures. The DPR's examination of the reverse acquisition and the resulting accounting changes were evaluated and finally implemented following a close and careful consultation of the Executive Board, the Supervisory Board Chairman, the auditor, and further external experts.
| MAGNAT at a glance Report of the Supervisory Board |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
There were no further events in fiscal 2011/2012 which could be classified as extraordinary.
The Supervisory Board Chairman was in regular and intensive contact with the Executive Board and was informed regularly of current business progress and significant business transactions. He also informed the other Supervisory Board members outside of meetings and discussed developments with them.
In the year under review, there were no conflicts of interest on the part of the Executive and Supervisory Board members which would require immediate disclosure to the Supervisory Board or at the Annual General Meeting.
The election of the new Supervisory Board was pending at the Annual General Meeting on October 27, 2011. Messrs. Schaffer, Strohdeicher, Jeannée, Lind and Schütze were re-elected. Mr. Quirchmayr was newly elected. Mr. Lange retired from the Board on August 5, 2011. The Supervisory Board thanks Mr. Lange for his commitment to the Company and wishes him well in his future endeavours.
The Supervisory Board was again intensely active in fiscal year 2011/2012 and met on five occasions, one of those by telephone. The meetings were held on June 9, 2011, July 28, 2011, October 28, 2011 and March 27, 2012 and the telephone conference was held on September 29, 2011. With 2 exceptions, the Supervisory Board members were present in full at all meetings.
At all of its meetings, the Supervisory Board concerned itself with the reports of the Executive Board on the current economic and operational situation of the Company and the Group. The Supervisory Board also dealt with the Group's situation in the relevant markets and the status of developments projects and investments. In all meetings of the Supervisory Board the relevant current financial situation and liquidity position of the Group and the progress in the restructuring and bankruptcy procedures of the co-investors were also on the agenda. Furthermore, the Supervisory Board discussed the budget for fiscal year 2011/2012, the development of the co-proprietors' building schemes, and dealt with questions regarding risk management.
In July 2011 (for fiscal year 2011/2012) and in June 2012 (for fiscal year 2012/2013), together with the Executive Board, the Supervisory Board discussed and submitted MAGNAT Real Estate AG's Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act relating to the recommendations of the "German Corporate Governance Government Commission" published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette in the version of May 26, 2010 as well as any divergences from these recommendations and published it on its website (www.magnat.ag). The Corporate Governance Report reproduced in the 2011/2012 annual report of MAGNAT Real Estate AG contains further comments about corporate governance, and the Corporate Governance Statement pursuant to Section 289a of the German Commercial Code.
The Supervisory Board discussed the financial statements, the management report, the consolidated financial statements and the Group management report for fiscal year 2011/2012 as well as the results of the audit by the auditor and approved, after its own review, the financial statements and the management report and accordingly the consolidated financial statements and the Group management report.
The Supervisory Board, which was newly elected at the Annual General Meeting on October 27, 2011, assembled itself at its first meeting on October 28, 2011. The Supervisory Board re-elected Prof. Dr. Werner Schaffer as Chairman and Dr. Carsten Strohdeicher was re-elected as Deputy Chairman.
The Supervisory Board thoroughly reviewed the financial statements and consolidated financial statements for fiscal year 2011/2012 including the management report for the Company and the Group on July 24, 2012, July 26, 2012, and on August 23, 2012. They were approved on August 23, 2012. The financial statements and the management report of MAGNAT Real Estate AG were prepared in accordance with the German Commercial Code (HGB). The consolidated financial statement and the Group management report were prepared according to International Financial Reporting Standards (IFRS) as applicable in the EU and the associated supplementary regulations according to Section 315a (1) of the German Commercial Code (HGB).
| MAGNAT at a glance Report of the Supervisory Board |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The auditor took part in the discussions on August 23, 2012 and presented the key results of his audit, particularly the changes in accounting based on the DPR audit which were associated with the reverse acquisition and were retroactively applied to fiscal year 2009/2010.
KPMG Deutsche Treuhandgesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt am Main branch was chosen as auditor by the Annual General Meeting and was mandated by the Supervisory Board. The auditor audited the financial statements and the management report of MAGNAT Real Estate AG, and the consolidated financial statements and management report of the Group and issued them with unqualified audit opinions.
The Supervisory Board subjected the financial statements and the consolidated financial statements and the management reports for both the Company and the Group to its own review, and approved the results of the audit conducted by the auditor. No objections were raised following issuance of the final audit report on the financial statements and the consolidated financial statements, the management report for the Company and the Group, and the auditors audit reports. The Supervisory Board approved the financial statements, the management report, the consolidated financial statements, and the Group management report, so that the financial statements have been adopted.
The Supervisory Board is composed of six members and forms no committees. Were an even smaller committee to be formed from this body, the Supervisory Board believes that the risk would exist that, in the case of particularly important or complex matters, the expertise of all Supervisory Board members would not be available. Therefore, the handling of matters by the Supervisory Board as a whole appears to be preferable.
The Supervisory Board would like to thank all of the Group's staff and both Executive Board members, Dr. Lube and Mr. Faè, for their commitment and constructive cooperation in fiscal year 2011/2012.
This report was discussed in detail and approved by the Supervisory Board on August 23, 2012.
Frankfurt am Main, August 2012
Prof. Dr. Werner Schaffer (Chairman)
MAGNAT Real Estate AG is committed to managing and supervising the Group in a manner that is responsible and creates value. The transparency of the Group's management principles and the traceability of its development should be maintained in order to build, maintain and strengthen the trust of the shareholders, business partners, customers, capital market participants and employees. The Executive Board and Supervisory Board work closely together for the benefit of the Company in order to ensure that the Company is responsibly managed and controlled through good corporate governance.
The parent Company, MAGNAT Real Estate AG, is headquartered in Germany. The headquarters of the subsidiaries, associated companies and joint ventures are located in the countries in which they are predominantly active.
The Group is split into two segments which are in line with its two core business activities. The "Investments" segment carries out real estate development in nine selected countries, that comprise the CEE/SEE and CIS regions along with Germany. In the medium term, MAGNAT plans to restructure its investment portfolio and to concentrate on the Ukraine, Turkey, Georgia and potentially Romania (core markets), or in other words, countries surrounding the Black Sea (Black Sea Region). In its "Asset Management" segment, MAGNAT provides real estate and property management services, particularly in the areas of analysis, purchasing, financing, development, and sale of real estate. In this segment, MAGNAT provides services for its own Investment segment (internal asset management) as well as for third parties (external asset management).
The Executive Board steers the Group and the segments according to cash flow and in the realm of clearly defined individual budgets. The segments' development and the corresponding individual budgets based on budgeted targets are part of regular strategy and reporting discussions of the Executive Board and the respective individuals responsible for the operations.
The shareholders of MAGNAT Real Estate AG exercise their management and control rights at the Annual General Meeting. The ordinary Annual General Meeting exercises all of the tasks and responsibilities that are incumbent upon it according to the law. It is held within the first eight months of every fiscal year. MAGNAT Real Estate AG's fiscal year end is March 31. The Chairman of the Supervisory Board chairs the Annual General Meeting. Every shareholder has the right to take part in the Annual General Meeting, to speak about the respective agenda items, and to demand information about Company matters when such information is necessary in order to make an objective assessment of the shareholders' meeting agenda.
| MAGNAT at a glance | |
|---|---|
| Corporate Governance | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
All of the issued shares of MAGNAT Real Estate AG are ordinary bearer shares with identical rights and obligations. Each share carries one vote and there is no maximum limit to the shareholder's voting rights and no special voting rights. Resolutions generally require a simple majority. A three-quarters majority of the capital represented is required in certain statutorily regulated instances (including for proposed resolutions relating to capital changes and amendments to the articles of association).
Shares held by board members at the close of fiscal year 2011/2012: Dr. Marc-Milo Lube held 570,856 shares, representing 4.10 percent of the total of the Company's shares outstanding. The Chairman of the Supervisory Board, Prof. Dr. rer. pol. Werner Schaffer, held 1,642 shares, representing 0.0118 percent of the shares outstanding. Supervisory Board member Friedrich Lind held 20,000 of the Company's shares, representing 0.1439 percent of the shares outstanding. Supervisory Board member Dr. Christoph Jeannée held 13,860 of the Company's shares which represents 0.0998 percent of the shares outstanding. Supervisory Board member Mag. Wolfgang Quirchmayr held 26,000 shares of the Company, which represents 0.1871 percent of the shares outstanding.
Shares held by major shareholders at the close of fiscal year 2011/2012: The Tisca Stiftung held 2,383,419 shares or 17.15 percent of the Company's outstanding shares. The FDM Privatstiftung held 1,943,732 shares which represent 13.99 percent of the Company's shares outstanding. Altira AG held 1,833,735 shares representing 13.56 percent of the Company's shares outstanding. The remaining 55.30 percent of shares are held by institutional and private investors.
This information is based on voting right notifications made by shareholders pursuant to the German Securities Trading Act (WpHG), and information submitted by the Supervisory Board members of the Company.
The consolidated financial statements are prepared according to International Financial Reporting Standards (IFRS).
The Executive Board is required to prepare the annual financial statements (the balance sheet, income statement, and notes to the financial statement) and the Company's management report within the first three months of the fiscal year. It should be presented to the Supervisory Board immediately following the auditor's audit and include the auditor's report and the Board's proposal for the use of the unappropriated retained earnings. The Supervisory Board reviews the financial statements, the management report, and the Executive Board's proposal for the use of unappropriated retained earnings. The Supervisory Board then forwards its related report to the Executive Board within one month from having received the Executive Board's drafts and the auditor's report about the audit of the annual financial statements.
The following agreements with the auditor exist:
The Supervisory Board Chairman is to be informed immediately if potential reasons arise for exclusion or disqualification during the audit that cannot be immediately excluded.
The auditor is to report on all findings and events that arise during the audit that are of significance to the tasks of the Supervisory Board.
If the auditor establishes facts during the audit that contradict the statement of compliance according to the German Corporate Governance Code that is issued by the Management and Supervisory boards, the auditor is required to note this in its audit report and to notify the Supervisory Board Chairperson immediately.
MAGNAT places a high priority on information being timely, consistent and comprehensive. Reporting on the Group's situation and development and especially the business results occur in the annual report and the interim reports for the three and nine month periods and in the half year financial report. The Group also provides information to the public through press releases and ad hoc announcements pursuant to Section 15 of the German Securities Trading Act (WpHG). Additionally, the Executive Board communicates with the relevant participants in the capital markets domestically and internationally. All financial publications, announcements and presentations that are prepared for financial communication are available on the Company's website (www.magnat.ag). The financial calendar is also available on the website and provides early information on regular reporting dates.
MAGNAT Real Estate AG has set up an insider list pursuant to Section 15b of the German Securities Trading Act (WpHG). The individuals concerned are informed of statutory duties and sanctions.
MAGNAT Real Estate AG issues a corporate governance statement pursuant to item 3.10 of the German Corporate Governance Code and pursuant to Section 289a of the German Commercial Code (HGB). The statement of compliance in accordance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG) that this statement contains is also available on the Company's website (www.magnat.ag).
| MAGNAT at a glance Corporate Governance |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
As a listed German public stock corporation, the management of the Company is determined by the German Stock Corporation Act, the further statutory provisions of commercial and corporate law, and the requirements of the German Corporate Governance Code in its respective current version. German law requires that public stock corporations operate a dual management system. In other words, there is a strict separation of personnel between the Executive Board as the management body and the Supervisory Board as a supervisory body, whereby the Executive and Supervisory boards work closely together in the Company's interest.
The Executive Board manages the Company under its own responsibility and represents the Company when entering into transactions with third parties. It determines the strategy in coordination with the Supervisory Board and implements this strategy with the aim of creating sustainable value. The members of the Executive Board are responsible for individual areas independently of their joint responsibility for the Group. The members work congenially and keep each other continually informed of important events and measures within their areas of responsibility. In legally-specified instances, the Executive Board is required to obtain the approval of the Supervisory Board. In addition, MAGNAT's articles of association also list extraordinary transactions which require the agreement of the Supervisory Board. The Executive Board has set out no rules of business procedure for itself, nor has the Supervisory Board issued the Executive Board with such rules of business procedure..
The Executive Board informs and reports to the Supervisory Board regularly, timely, and comprehensively on all company-relevant planning, business development, and questions of risk. The Executive Board is required to report other important matters to the Supervisory Board Chairperson. The Supervisory Board Chairperson is also informed regularly and continually of business progress. In the context of this reporting, the Executive Board refers back to the valid risk management system found throughout the entire MAGNAT Group.
The Executive Board is comprised of two members who are entitled equally and has a chairperson. The Executive Board has formed no committees.
The Supervisory Board appoints Executive Board members, determines their respective overall compensation, and supervises it in its management of the Company. The Supervisory Board also consults with the Executive Board concerning the management of the Company. The Supervisory Board adopts the financial statements and approves the consolidated financial statements. Important Executive Board decisions require the agreement of the Supervisory Board. Additionally, the Supervisory Board has issued itself rules of business procedure.
The Supervisory Board currently consists of 6 members who were elected at MAGNAT Real Estate AG's Annual General Meeting. The Supervisory Board Chairperson coordinates the work of the Supervisory Board. The Supervisory Board has formed no committees.
Further details on the specific work of the Supervisory Board can be found in the Supervisory Board Report that forms part of this annual report.
The Executive Board and Supervisory Board of MAGNAT Real Estate AG (hereinafter referred to as "the Company") oversee the compliance with the German Corporate Governance Code. They hereby declare that they have complied and will comply with the recommendations of the "German Corporate Governance Code Government Commission" as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette dated May 26, 2010 with the following exceptions:
| MAGNAT at a glance | |
|---|---|
| Corporate Governance | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
Item 5.4.1: No age limit has been set for Supervisory Board members. The Company is of the opinion that age is not an appropriate criterion for appointing Supervisory Board members. In composing the Supervisory Board, particular consideration is currently being given to diversity. At the time of new elections, a more intense search will be made for female Supervisory Board candidates than in the past.
Item 5.4.6: The members of the Supervisory Board receive no performance-based compensation, thereby strengthening their independence.
Item 7.1.2: Until further notice, the Company aims to publish information according to the statutory publication deadlines. Nevertheless, through its aim to make constant improvements in processes and reporting it will strive to meet the shorter deadlines of the Corporate Governance Code in the future.
This statement is accessible to shareholders by way of a direct republication on the Company's website at www. magnat.ag.
Frankfurt am Main, June 2012 MAGNAT Real Estate AG
For the Supervisory Board Prof. Dr. Werner Schaffer
For the Ececutive Board Dr. Marc-Milo Lube, Jürgen Georg Faè
MAGNAT's share price development
Shareholders and other interested parties may find the complete information on MAGNAT shares and a current overview of the most important conferences and financial dates under the section titled "Investor Relations" on our website (www.magnat.ag).
Source: Reuters
| MAGNAT at a glance MAGNAT on the Capital Market |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
19
| 31/03/2012 | 31/03/2011 | 31/03/2010 |
|---|---|---|
| 20,326 | 12,697 | 24,752 - |
| 20,326 | 12,697 | 24,752 |
| - | - | - |
| - | - | - |
| - | - | - |
| - | - | - |
| - | - | - |
| - | - | - |
| (321) | 108 | 177 |
| - | - | - |
| 20,005 | 12,805 | 24,929 |
| 13.89 | 13.89 | 13.89 |
| 1.44 | 0.92 | 1.79 |
| - | - |
*) The NAV is calculated on the basis of the retrospective adjustments made as a result of the "reverse acquisition". Since the former carrying amounts of MAGNAT's assets exceeded the acquisition costs in this transaction, the assets needed to be measures on the basis of the maximum amount of the total purchase price. (See also the comments in the notes to the consolidated financial statements under A.5 and the Group management report under 4.2.1.).
| Name | MAGNAT Real Estate AG | |
|---|---|---|
| Number of shares | 13,894,651 | |
| Ticker symbol / ISIN / WKN | M5RK / DE00A0XFSF0 / A0XFSF | |
| Bloomberg / Reuters | M5RK / M5RKGk.DE | |
| Level of transparency | General Standard | |
| Market segment | Regulated market | |
| Stock exchanges | Regulated market Frankfurt Stock Exchange (Xetra and Frankfurt) Open market Berlin, Düsseldorf, Stuttgart |
|
| Indices | DIMAX / C-DAX / DAXsector All Financial Services DAXsubsector All Real Estate / General Standard Index |
|
| * based on the Company's knowledge, | Free Float | 55.30% |
(definition according to Deutsche Börse AG) *
based on voting rights notifications
| 2011/2012 | 2010/2011 | |
|---|---|---|
| Number of shares as of March 31 | 13,894,651 | 13,894,651 |
| Share price at start of fiscal year (Xetra) | 1.73 | 3.60 |
| Share price at end of fiscal year (Xetra) | 0.65 | 1.75 |
| Year high | 2.00 | 3.60 |
| Year low | 0.65 | 1.70 |
| Market capitalisation as of March 31 | 9,031,523 | 24,315,639 |
| Average daily turnover (number of shares) | 8,208 | 6,660 |
| Earnings per share | 0.93 | -0.74 |
| MAGNAT at a glance MAGNAT on the Capital Market |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
MAGNAT positions itself as an integrated real estate group. The business model comprises the entire value chain from purchase and development to the sale of real estate and construction land. We pursue a "develop & sell" or "buy & sell" strategy when it comes to our own real estate and land. We do not follow the classic strategy of holding property, in other words a "buy & hold" strategy. Typically, the holding period of real estate and land is adapted to the time required until the resale or establishment in the realm of normal business activity.
Our business is structured as two business segments: Investments and Asset Management. The Investments segment is comprised of our own real estate portfolio, in other words the real estate and land belonging to the Company. This includes direct or indirect interests in local project companies that develop the real estate projects locally. We give preference to majority investments where possible. Here, we concentrate on investments in office and residential real estate and on construction land that allows the development of real estate for such purposes.
Currently, the investment portfolio is divided amongst nine countries. In the medium term, we would like to focus our investment portfolio on selected core markets surrounding the Black Sea (Black Sea Region) namely the countries Ukraine, Turkey, Georgia and possibly Romania. We present our current projects below.
| Our Projects | |
|---|---|
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
The growth driver in the Ukraine is clearly the domestic economy: In 2011, domestic consumption and investments increased around 10 percent while exports grew only slightly. Overall, GDP grew 5.2 percent, which was faster than in the previous year (4.1 percent). The Ukraine is increasingly suffering from the European debt crisis resulting in significant outflows of capital and significantly widened interest rate spreads. The country risk has risen significantly, since the Ukraine has further isolated itself internationally due to the current politically motivated prosecutions and convictions of form members of government.
The main problem of the Ukrainian real estate market remains the very limited options of financing at commercially acceptable rates. The escalating European debt crisis has exacerbated the situation. Accordingly, construction activity remains unchanged at a very low level and new projects are rarely launched. In addition, many of the credit financed projects of the past are flooding the market due to a lack of follow-on financing.
| Peremogi investment | |
|---|---|
| Use | Office |
| Land area (in m²) | 10,000 |
| Projected area (in m²) | 31,873 |
| MAGNAT's interest | 59.8% |
| Balance sheet value (in EUR ´000) | 7,949 |
| Purchase date | 07/07 |
MAGNAT holds an interest in a Ukrainian project company that owns the building rights to the corresponding property which has permission to construct office and commercial buildings. The plot of land on which the project shall be developed is nearly rectangular and the area to be developed is 6,150 m².
The property is located around eight kilometres or 10-15 minutes by car west of the city centre of Kiev and is regarded as an up-and-coming office location. The environment is characterised by residential construction. It is anticipated that further office and residential projects will be created along the road. The surrounding area is characterised by high-rise buildings and over the last few years several office parks and hotel and office buildings were added. The new US American embassy is nearby. The location was lent further value through being connected to the underground railway system. Local amenities and shops are good and include a supermarket, social facilities, schools, hospitals, doctors, and pharmacies.
A modern office centre is to be constructed on the property. For this purpose, a building permit has been issued and will be valid for another three years. As part of the initially started construction work, an excavation pit was dug and retaining walls were erected. There has been a delay in implementing the plans as a result of the economic crisis and the corresponding financial constraints in the Ukraine and for development projects. During this current phase of modest market development, the further optimisation of our development plan in close collaboration with our co-investor remains at the forefront. This will enable us to quickly start to develop the property should the market situation improve. At the same time, the option of a sale is being explored with our project partner.
| Koncha Zaspa investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 33,635 |
| MAGNAT's interest | 99.6% |
| Balance sheet value (in EUR ´000) | 2,014 |
| Purchase date | 04/07 |
This property is located in the so-called Koncha Zaspa and is approximately 10 km south-west of the city perimeter and around 20 km from the city centre of the capital of Kiev which has around 2,700,000 inhabitants. Koncha Zaspa is an exclusive suburb of Kiev and is favoured as a residential area by diplomats and wealthy Ukrainians. The Kozin housing area is nearby. The property is characterised by its location right on the banks of the River Dnepr. The immediate area of the property is used for agriculture.
The land is zoned for residential construction and a building permit is not yet available. The initial development plan – the construction of about 20 luxury villas or up to 300 apartments in four-storey buildings is not possible in the current market environment due to a lack of funding options. Alternative development possibilities have been addressed and proposals are being developed for subdivisions at low costs in order to increase the value of the land.
| MAGNAT at a glance Our Projects |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| Chmelnitzky investment | |
|---|---|
| Use | Retail |
| Land area (in m²) | 25,200 |
| MAGNAT's interest | 100% |
| Balance sheet value (in EUR ´000) | 1,734 |
| Purchase date | 12/06 |
Chmelnitzky is the most important trading hub for central and northern Ukraine. This is where the country's main east-west and north-south trading routes intersect. MAGNAT has invested in a wholesale market centre on property of around 240,000 m2 with rights to 1,800 shops from a total of 4,500 shops. All stores have a size of about 14 m² and are built in rows adjoining each other. An expansion area with an additional 420,000 m² is located directly adjacent to the existing market.
The market centre is easy to reach as it is located along a main traffic axis in a suburban area and can be accessed via the Kiev-Zhytomyr-Chernovtsy freeway exit. For customers coming from Minsk, it can also be reached by train. The newly developed shops are more modernly equipped than similar markets in the Ukraine. The market's infrastructure and administrative buildings, warehouse areas, cafes and parking spaces for cars, ensures the market's smooth operation at a level of quality that exceeds similar markets.
The Chmelnitzky wholesale centre has all of the necessary regulatory approvals. In the preceding years there have been legal disputes related to the previous owner and the co-investors. These legal uncertainties have not yet been fully settled. After clarifying these uncertainties, a quick sale of the project will be pursued.
| Alexander investment | |
|---|---|
| Use | Land Bank |
| Land area (in m²) | 199,972 |
| MAGNAT's interest | 99.6% |
| Balance sheet value (in EUR ´000) | 568 |
| Purchase date | 12/06 |
The property is located south-west of Kiev and around 37 km from the city centre and near the city of Vasylkiv with its approximately 39,000 inhabitants. The land forms part of MAGNAT's real estate inventory. The Company continues to plan to resell the project without further measures for development.
| Vitaly investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 6,013 |
| MAGNAT's interest | 50% |
| Balance sheet value (in EUR ´000) | 270 |
| Purchase date | 12/06 |
The Vitaly project is comprised of a plot of land where the Company intends to build houses. The project had already received building permission at the time MAGNAT made its investment. Sixteen houses were developed. Meanwhile the dissolution of the investor agreement has been initiated. After completion, the ownership of five houses will be transferred to MAGNAT. Thereafter, the disposals of these houses will begin. The preparations for this have already begun.
| Our Projects |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The Turkish economy recorded GDP growth of 8.5 percent in 2011, one of the highest growth rates within the emerging markets. The boom was mainly driven by very strong domestic demand. This was accompanied by high credit growth and a massive increase in the current account deficit, which was supported by foreign shortterm capital inflows. The result was a marked depreciation of the Turkish currency and a marked increase in the inflation rate to 10.5 percent by the end of 2011. The reaction from the Turkish government and the central bank was to increase interest rates and undertake measures to support the currency. Consequently, growth of only 2.3 percent is expected in 2012. Nevertheless, the measures showed success: Moody's raised its rating for Turkey.
The real estate market also continued its dynamic uptrend in 2011. The number of transaction rose significantly and in several of the metropolitan areas there were double-digit growth rates. Particularly Istanbul is enjoying great popularity, especially from foreign investors. Here, the prices have reached the level of London or Paris. The real estate market is also benefitting from the continued generous lending by local Turkish banks. Consequently warnings of an overheating of the market are arising and lending by the banks is being criticised as too frivolous.
| Office/Residential |
|---|
| 251,652 |
| 32.4% |
| 3,536 |
| 07/07 |
MAGNAT was originally in a consortium with its project partners, Adama Holding Public Ltd. (lead manager) and Immoeast AG, and had acquired one of the most extensive real estate portfolios of the Turkish bank Yapi ve Kredı Bankası A.S. ("YKB"). This portfolio consisted of around 400 individual interests in properties having various uses and a regional focus on the greater metropolitan region of Istanbul.
The development and resale of the individual properties went well overall. In fiscal year 2011/2012, the Company received funds of EUR 4.0 million from sales of the Turkish YKB portfolio. Total proceeds amounted to EUR 21 million from this portfolio which covers our initial equity investment. The resale of the remaining assets was initiated in collaboration with the project partners. We are very optimistic with regard to further future inflows that can be achieved from this portfolio when all properties have been resold.
Compared to many other states in the region, Georgia's economy has seen above-average development in recent years. In 2011, GDP grew 7.0 percent after 6.3 percent in the previous year. The liberal market-oriented economic reforms of the government had greatly contributed to this development. As part of preliminary negotiations with the EU for a deep free-trade agreement, Georgia began in 2011 to adapt its legislation on competition and trade to European standards. In addition, the tax law was reformed. Georgia reduced its budget deficit from 9.2 percent of GDP in 2009, to only 3.6 percent in 2011. The inflation rate was reduced significantly. In 2011, Georgia also managed to return to the international capital markets.
In 2011, the Georgian real estate market has continued to recover and has even gained momentum. The number of real estate transactions grew 26 percent after an increase of 16 percent in the prior year. The focus of this activity is the capital Tbilisi. Here the building permits increased 31 percent. Foreign investors are in the market since Georgia has allowed for the free movement of capital and the currency, the Lari, is fully convertible. Restrictions on the repatriation of foreign capital or gains do not exist. The increased number of transactions has not yet been significantly reflected in prices.
| Digomi investment | |
|---|---|
| Use | Commercial |
| Land area (in m²) | 20,136 |
| MAGNAT's interest | 74.7% |
| Balance sheet value (in EUR ´000) | 821 |
| Purchase date | 08/07 |
This property is part of a large-scale business park and is located on the outskirts of the capital Tbilisi. One of the main Georgian highways runs along the eastern side of the property and connects Tbilisi with the port cities of the Black Sea. Large western-branded auto dealerships and the largest food market in the region have located in the neighbourhood. Government agencies and the new American embassy are also nearby. Furthermore, just two kilometres away, Georgia's largest shopping centre – the Tbilisi Mall – with over 100,000 m² of retail space and additional office building are currently being constructed. At the beginning of 2012 a first portion of the Tbilisi Mall was opened. The location and size of the property are suitable for the development of many large-scale commercial projects. The type of development is unrestricted. In the past fiscal year, various usage studies were commissioned primarily to demonstrate to potential buyers the types of projects possible. We engage in negotiations on a regular basis with parties interested in the sale of the property.
| MAGNAT at a glance Our Projects |
|---|
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| Vake 28 investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 2,406 |
| Saleable area (in m²) | 11,352 |
| MAGNAT's interest | 49.8% |
| Balance sheet value (in EUR ´000) | 11 |
| Purchase date | 03/08 |
A building with apartments, a penthouse, and commercial units was erected together with a local partner. Meanwhile, all of the units but one have been sold. This remaining unit shall be disposed of when a reasonable offer is presented. The shareholder loans which were made available for the development have already been repaid in full. The closure of the project company following the disposal of the commercial unit is being worked on.
In 2012, the acquisition of the "Gudiashvili Square" project was concluded together with a local partner.
| Gudiashvili square investment | |
|---|---|
| Use | Residential / Commerical |
| Saleable area (in m²) | 11,500 |
| MAGNAT's interest | 50% |
| Balance sheet value (in EUR ´000) | 926 |
| Purchase date | 03/12 |
The seller was the "Tbilisi Development Fund", which was in charge of the restoration and maintenance of the capital city. The project envisages the development of around 11,500 m² of residential and commercial space in one of the most beautiful places in the capital Tbilisi. The houses which are adjacent to the space are in part under historical protection and will be renovated where possible. The special flair of the square will be largely maintained by preserving the historic facades. In order to meet the particular challenge posed by the technical development, a suitable concept was created by a cooperation of Georgian and Austrian architects. Detailed planning will be concluded in September 2012. Construction has already started and the development period will last from 2012 to 2014.
In 2011, the Romanian economy had a rather slow recovery. While GDP grew 2.5 percent, the slump of the previous two years was far from being recouped. In addition, the growth in 2011 was overstated due to an extremely good harvest. Still, Romania's development is on rather shaky ground when viewed in terms of its strong dependence on the eurozone. 55 percent of Romanian exports are to the eurozone and 80 percent of direct foreign investment stems from there. There are already first signs of a renewed economic contraction.
In the course of the year, Romania's commercial real estate market was marked by an inconsistent image. While the demand for retail properties experienced a significant increase, the market for office properties saw a significant decline. The residential sector also lacked a visible recovery. As in the past, the real estate market is highly concentrated in prime locations. Industrial properties were able to report a slight upward trend and the continued low construction activity has reduced the excess supply and vacancy rates have fallen. Nevertheless, given the still high inventory overhang and the insufficient development in disposable income, prices and rents have not yet been able to break away from their low levels.
| Vacaresti investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 6,623 |
| Projected saleable area (in m²) | 26,573 |
| MAGNAT's interest | 99.6% |
| Balance sheet value (in EUR ´000) | 1,556 |
| Purchase date | 06/07 |
The property is located in Vacaresti, which lies in the southern part of Bucharest's city centre. The piece of property consists of three adjacent level plots and has been zoned for residential construction. Vacaresti is one of the best developed districts of Bucharest and one of the most popular residential areas. In the past, apartment buildings have been successfully developed in the immediate neighbourhood. The infrastructure is excellent: trams, buses, and subways are all within walking distance. The city centre is less than ten minutes away by car. Bucharest's largest shopping mall, Sun Plaza Mall, which was opened in 2010, is less than one kilometre away. At the same time, the largest park in Bucharest, the Parcul Tinertului, also makes Vacaresti very attractive. Next to the property, the city council is planning to create an artificial lake.
| MAGNAT at a glance Our Projects |
|
|---|---|
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated financial statements |
|
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
The original plan envisages the construction of 450 apartments with a total space of around 30,000 m², including 250 underground parking spaces and about 200 free parking spaces in the front. The PUZ (Plans Urbanistic Zonal) or the approval for general development for the land has already been given. A building permit is not yet available. Currently we are considering both a development of the project as well as the sale of the property.
| Mogosoaia investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 57,163 |
| MAGNAT's interest | 99.6% |
| Balance sheet value (in EUR ´000) | 1,344 |
| Purchase date | 12/06 |
The property is located in Mogosoaia, one of the fastest growing suburbs of Bucharest and close to the city limits. The property's attraction is due in part to the long-range parks and recreation areas such as the Mogosoaia Lake, and due to its proximity to the city – Bucharest's city centre is only 15 kilometres away. The property has already received zoning for residential purposes. Currently the property is undeveloped however all of the electricity, gas, water, and sewer connections are available and can easily brought up to the property due to the development taking place immediately nearby. We are currently planning to sell the property without taking any further steps in its development.
| Commercial portfolio investment | A&T investment | Delitzsch investment |
|---|---|---|
| Land area (in m²) | 6,075 | 6,180 |
| Saleable / rentable space (in m²) | 4,669 | 5,876 |
| MAGNAT's interest | 99.6% | 99.6% |
| Balance sheet value (in EUR´000) | 2,957 | 2.754 |
| Purchase date | 11/06 | 12/07 |
The portfolio consists of the commercial portfolio "A&T" and the Delitzsch investment. The acquisition costs amounted to around EUR 1,150 /m². The occupancy rate of the entire commercial portfolio stood at 66 percent in June 2012. We are currently in various negotiations regarding further rental agreements and renewals of existing contracts. Their conclusion should increase the attractiveness of the portfolio and therefore the chance for its sale. Since Germany is no longer one of our strategic target markets, the quick but value-preserving disposal of the German real estate portfolio is in the forefront.
The commercial portfolio consists of three objects at the Halle-Peißen, Parchim and Worms locations. For the object in Parchim, the next tenant is being sought for the rental agreement expiring in 2013. The object in Worms is being rented in its entirety to the local employment agency and it is being attempted to extend this rental agreement. In 2011, a new rental agreement was concluded object in Halle-Peißen which has since been cancelled. A new tenant is being sought for this property.
In fiscal year 2011/2012 there were several changes in tenants as a result of the expiration of rental contracts from a public main tenant. Several new smaller tenants were able to be acquired. The vacancy rate was around 55 percent in June 2012. Further rental contract negotiations are being carried out with new potential tenants from the medical industry.
| MAGNAT at a glance |
|---|
| Our Projects |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| SQUADRA investment | |
|---|---|
| Use | Office/Residential |
| Land area (in m²) | 23,276 |
| Saleable / rentable space (in m²) | 28,522 |
| MAGNAT's interest | 16.1% |
| Balance sheet value (in EUR´000) | 1,433 |
| Purchase date | 08/07 |
In August 2007, SQUADRA was established with capital of EUR 25.1 million of which EUR 4 million was assumed by MAGNAT. SQUADRA is focussed on investments in the German real estate market. In fiscal year 2011/2012, the SQUADRA investment "Schrödterhaus" in Leipzig could be successfully sold. MAGNAT Asset Management was the lead in the transaction. This object is located in the centre of the inner city of Leipzig with rentable space of around 8,500 square metres. It was purchased at the end of 2008 and at that time had a vacancy rate of around 95 percent. From mid-2009 until the end of 2010, the property was comprehensively redeveloped using an innovative concept. Following the sale, in March 2012 the investors decided on a partial return of their investment in the amount of EUR 3.5 million by way of a capital reduction.
Breslau
| Nasze Katy investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 63,749 |
| Saleable / rentable space (in m²) | 50,846 |
| MAGNAT's interest | 50% |
| Balance sheet value (in EUR´000) | 0 |
| Purchase date | 11/06 |
This project lies in the centre of Katy Wroclawskie, a municipality with a population of 18,000 located 18 kilometres southwest of Breslau, one of the oldest and most beautiful cities in Poland. With around 635,000 inhabitants, Breslau is the fourth largest Polish city and one of the most important academic centres. Numerous international companies such as LG Electronics, SCANIA, Buderus, IKEA, SAP, and Bosch have settled here in recent years.
Initially, the construction of apartments and commercial space was planned in three phases with a total of 77,700 m² living space and approximately 5,100 commercial spaces. Two of the three construction phases have been completed. Of the 267 apartments and 6 commercial spaces, 207 of the apartments and three of the commercial spaces were sold by June 2012. The remaining bank loan could be repaid with the cash proceeds from the sale in April 2012. Cash proceeds from sales above and beyond that will be used to repay shareholder loans after meeting the operational costs of the project. The building permit for the third section allows for the construction of a further 931 apartments with an area of nearly 60,000 m² and commercial space with an area of nearly 3,700 m². A general contractor agreement was negotiated for this phase. On this basis, the entire sale of the remaining investments should be executed in fiscal year 2012/2013.
| Group management report |
|---|
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| Russian Land investment | |
|---|---|
| Use | Land Bank |
| Land area (in m²) | 2,024,141 |
| MAGNAT's interest | 40.3% |
| Balance sheet value (in EUR´000) | 369 |
| Purchase date | 09/07 |
Established in August 2007, the Russian Land AG is focussed on the purchase and sale of properties within a radius of 80 km to 150 km from Moscow. The market situation in Russia has remained tense in the reporting year. Few transactions have taken place. In the reporting year, the company pushed further ahead with the situation relating to intended purposes, and with a rearrangement of land registry entries for projects that have either been purchased or for which options exist. Modifications to the intended purpose as well as adjustments to the property tax could have an impact on the Russian Land business model. Therefore the situation is being monitored and reviewed by the company's Board in order to determine appropriate measures if necessary. In the past fiscal year, a far-reaching reduction of the company's structural costs to reflect the changing conditions was decided in consultation with the other investors. Furthermore, the investors appointed the Board to search for a buyer for the entire property portfolio.
Sofia
| Pancharevo investment | |
|---|---|
| Use | Residential |
| Land area (in m²) | 7,774 |
| MAGNAT's interest | 99.6% |
| Balance sheet value (in EUR´000) | 360 |
| Purchase date | 06/07 |
The property is located in Pancharevo in the southern part of Sofia and around 13 km from the city centre and 15 km from the airport. It is easily accessible from the southern part of the ring road and the Samokovsko Schosse Boulevard. Public transportation connection can be expanded. In recent years the neighbourhood experienced active construction. In the immediate surrounding area, numerous residential projects were erected which were very well received. Pancharevo and the surrounding areas are very popular with high recreational and tourism value. This is further contributed to by the Vitosha Mountains nearby, Lake Pancharevo and the Iskar River.
Originally a project was planned which envisaged the development of six apartment blocks with a total of 112 residential units and 115 underground parking places with a further 30 parking spaces outside. This property is to be sold in the course of concentrating our investment strategy on the target regions of the Black Sea.
| Group management report |
|---|
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
MAGNAT Real Estate AG, Frankfurt am Main
For the fiscal year April 1, 2011 to March 31, 2012
On the following pages, MAGNAT Real Estate AG, Frankfurt am Main, presents its Group Management Report for the fiscal year April 1, 2011 to March 31, 2012. The Group's accounting is in accordance with International Financial Reporting Standards, as applicable in the European Union. The composition of the group of consolidated companies is presented in detail in the notes to the consolidated financial statements.
On August 31, 2009, MAGNAT Real Estate AG's predecessor company, MAGNAT Real Estate Opportunities GmbH & Co. KGaA, acquired 100 percent of R-QUADRAT Immobilien GmbH Vienna, Austria (now MAGNAT Asset Management) by a capital increase through a contribution in kind. In the course of the reporting year, the German Financial Reporting Enforcement Panel (DPR) has reviewed the former accounting. The result of the review was that although the acquisition was accounted for in accordance with the legal contractual relationships, the economic substance of the transaction was not appropriately considered. Accordingly, R-QUADRAT Immobilien GmbH had acquired the ability to exercise control over the MAGNAT Group since QUADRAT Group's fair value determined for the purpose of the capital increase through a contribution in kind was significantly above that of the MAGNAT Group. As a result, R-QUADRAT Immobilien GmbH had received a majority stake in MAGNAT Real Estate AG and could accordingly also appoint a majority of the Supervisory Board members.
Thus, a reverse acquisition had taken place. This meant that R-QUADRAT Immobilien GmbH was to be identified as the acquiring company and correspondingly, the consolidated financial statements of MAGNAT Real Estate AG, after the acquisition and thus also for fiscal 2011/2012, must reflect the fair values at the time of the acquisition of the identified assets, liabilities, and contingent liabilities of the MAGNAT Group and not of the R-QUADRAT Group.
The effects of the correction in accounting are discussed in detail in the notes to the consolidated financial statements and the discussion of the Group management report is already based on the new accounting.
MAGNAT Real Estate AG is a public stock corporation according to German law with its Group head office in Frankfurt am Main. The Company stems from the MAGNAT Real Estate Opportunities GmbH & Co KGaA established on April 6, 2006. The legal form of this company was changed with an entry in the commercial register on September 17, 2010 and now trades under the name of "MAGNAT Real Estate AG" as a stock corporation. The shares of MAGNAT Real Estate AG are traded on the regulated market (General Standard) on the Frankfurt Stock Exchange and on XETRA.
39
| Group management report |
|---|
| Company profile |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| Investments | Asset Management |
|---|---|
| 99.6% interest in MAGNAT Investment I B.V., NL This directly or indirectly holds 100% in the following project companies in Germany (A&T, Delitzsch) Romania (Mogosoaia, Vacaresti) Bulgaria (Pancharevo) Ukraine (Alexander Land, Koncha Zaspa) as well as the following interests in Georgia (50% in Vake, 75% in Digomi) Ukraine (60% in Peremogi) |
100% interest in MAGNAT Asset Management GmbH, A which directly holds 100% in each of the branches in Germany (MAGNAT Asset Management Deutschland) Ukraine (MAGNAT Asset Management Ukraine) and in connection with co-proprietors' building schemes and investment models 100% in 3 project companies (Schumanngasse, Kastnergasse, Brünner Strasse) 99% in 1 project company (Grazer Strasse) 100% in MAGNAT Capital Markets GmbH / Vienna |
| 100% interest in MAGNAT Investment II B.V., NL which indirectly holds 66.7% in Chmelnitzky project / Ukraine and 50% in the Vitaly investment / Ukraine |
100% interest in MAGNAT Investment IV B.V., NL which directly holds 50% in the Gudiashvili Square Project / Georgia |
| Direct interests MAGNAT Real Estate AG has the following interests in Turkey (32.4% in the YKB Portfolio) Ukraine (33.3% in the Chmelnitzky project) Germany (16.1% in SQUADRA) Poland (50.0% in Nasze Katy) Russia (40.3% in Russian Land) |
MAGNAT is an integrated real estate group. The business model comprises the entire value chain from purchase and development to the sale of real estate and construction land. We pursue a "develop & sell" or "buy & sell" strategy when it comes to our own real estate and land. A portfolio management approach in the form of a "buy and hold" strategy is not pursued in principle. Typically, the holding period of real estate and land is adapted to the time required until the resale or establishment in the realm of normal business activity.
MAGNAT has structured its business in two segments: Investments and Asset Management.
The Investments segment is comprised of our own real estate portfolio, in other words all of the Company's own real estate and land. This includes direct or indirect interests in local project companies that develop the real estate projects locally. We give preference to majority investments where possible. The Company concentrates on investments in office and residential real estate and on construction land that allows the development of real estate for such purposes.
.
The emergence of the financial crisis in 2008 has led in subsequent years to a sustained impairment of liquidity and a fall in values in the real estate markets, particularly in Eastern Europe but also in Germany. As a result, both the planned holding periods and the development in values of our existing investments significantly fell short of our expectations. Following a short and weak recovery, this situation has significantly deteriorated in fiscal year 2011/2012 following the escalation of the European debt crisis. Particularly in Eastern Europe, real estate markets have virtual dried up. With so little capital looking for investment, mainly on the part of foreign investors, and the lack of funding opportunities for development projects in these countries have brought the further development of real estate projects as well as business transactions to an almost complete standstill.
MAGNAT's real estate portfolio in fiscal year 2011/2012 is distributed among nine countries. Last year the Executive Board decided to restructure the portfolio over the medium term. The portfolio will be focused on the following countries: Ukraine, Turkey, Georgia, and potentially Romania (core markets) or countries surrounding the Black Sea (the Black Sea region). In this reporting year, the first successes of this strategy could be seen through the sale of the residential portfolio in Germany.
Value creation within the Investment segment occurs from the gains on disposals of real estate investments. This is derived from the difference between the disposal value of the developed and ready-to-dispose-of property and all of the development costs leading up to disposal. These production costs consist of the total of the acquisition costs and all-related development and financing costs, as well as asset management and sales expenses. Any net rental profits generated are to be added to the disposal value.
Therefore, significant and one-time cash inflows for MAGNAT in the business segment only occur when a successful disposal of an investment is completed. The disposability of these investments depends to a large extent on the development of the local real estate and financial markets and the stage of the life-cycle the individual projects are in. As a result, cash flows in this business area are difficult to forecast and are dependent on a number of external factors.
Depending on MAGNAT's liquidity reserve, cash flows from the sale of investments from the existing portfolio should be reinvested in order to finance growth in the Company's core markets.
In the Asset Management segment, MAGNAT provides real estate and property management services, particularly in the areas of analysis, purchasing, financing, development, and sale of real estate. In this segment, MAGNAT provides services for its own Investments segment (internal asset management) as well as for third parties (external asset management).
The internal asset management is an essential component of MAGNAT's business model because it possesses the critical business know-how necessary for executing real estate investments and therefore represents an important factor in securing MAGNAT's future. Through MAGNAT's activities in real estate development and its geographical focus on countries having a high risk profile, MAGNAT needs internal asset management in order to be able to directly control and influence the projects. Furthermore, the numerous and geographically broad dispersion of investments makes internal asset management a cost-effective alternative in comparison to outsourcing.
| MAGNAT at a glance |
|---|
| Group management report General environment |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
In addition to internal asset management, MAGNAT is currently providing asset management services to SQUADRA Immobilien GmbH & Co. KGaA, Frankfurt am Main. Beyond this, the asset management segment is planning and operating co-proprietors' building schemes in Vienna/Austria.
The Asset Management segment's results and cash flows are easier to plan and forecast than those of the Investment segment due to the results of this segment being based on contractually agreed commissions for providing asset management services, as well as conception and operating commissions for co-proprietors' building schemes. In contrast, results from income from real estate trade are much more difficult to forecast.
MAGNAT's corporate management is oriented towards cash flow and takes into account the risks inherent in a business model having sharp cash flow fluctuations. Integrated cash flow planning links the business segments as well as with individual projects with one another.
Both projects and the responsible staff members are managed within the framework of defined project budgets and cash flow plans. These are continually monitored and adapted if necessary.
In 2011, the world economy lost significant momentum. According to the International Monetary Fund (IMF), real global growth was 3.9 percent in 2011 after 5.3 percent in the previous year. Again, there were large regional differences. The rate of growth in the industrial countries halved from 3.2 percent to 1.6 percent whereas the emerging countries experienced continued dynamic growth of 6.2 percent.
In the opinion of the IMF, the main cause of the slowdown in the world economy was the escalating European debt crisis. Although at 1.4 percent the eurozone as a whole still had a positive growth rate, this growth was largely due to Germany and several of the other northern European countries. In contrast, numerous southern European countries found themselves at the brink of recession. Last year, Eastern Europe could largely escape this trend. According to the IMF, in 2011 Eastern Europe achieved an increase in economic output of 5.3 percent on average after growth of 4.5 percent in the previous year.
Economic activity also slowed in countries outside of Europe. The United States showed similar low growth at 1.7 percent and Japan even fell into a recession following the natural catastrophe. Only the emerging markets enjoyed largely uninterrupted growth dynamics.
In view of the weak growth and the on-going nervousness on the part of investors, the central banks have continued to pursue a low interest rate policy thus providing the markets with exceptionally high liquidity. This has resulted in historically low and even negative interest rates at short-end maturities in countries such as Germany which investors consider as a "safe haven". Conversely, this "flight to quality" caused the interest rate spreads between Germany and many of the southern European countries to rise significantly. In some cases, interest rates reached record levels in those countries since the introduction of the euro. The high risk aversion on the part of investors has led to a marked increase in interest rates in several of the eastern European countries. At the same time, the willingness of large international financial institutions to provide financing in Eastern Europe had declined. The severe funding problems that resulted had a very negative effect on the respective property markets.
In the first half of 2011, Germany was able to largely escape the global economic slowdown. However, as the year progressed, Germany also started showing signs of being impacted by the negative economic influences of the debt crisis. In the fourth quarter, the German GDP even contracted 0.2 percent. For the year on average, the German economy could report robust growth of 3.0 percent. Thus, the increase was twice as high as the eurozone average. The impetus came mainly from the domestic economy. Private consumer spending proved to be a support for the German economy. In addition, 2011 was again marked by a strong investment momentum.
A similar development was observed in Austria. According to calculations by the Austrian National Bank, GDP grew 3.0 percent for the full year. Following strong growth in the first half, growth stagnated in the third and fourth quarter. The most important impetus came from exports which profited from the strong momentum of Germany, Austria's biggest trading partner. Gross fixed capital expenditure also showed disproportionate growth.
Source: International Monetary Fund (April / June 2012)
| MAGNAT at a glance |
|---|
| Group management report General environment |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
In the Ukraine, the economic recovery of the prior year continued into 2011. According to IMF calculations, GDP grew 5.2 percent which was faster than the previous year (4.1 percent). Growth was largely driven by domestic consumption and investment, both of which rose around 10 percent. However exports grew only 2.2 percent following the economic slowdown in the western sales markets.
At the end of 2011, significant spill-over effects from the European debt crisis on the Ukraine and on most other countries of the former Soviet Union could be observed. As a result of the "flight to quality" there was a significant outflow of capital from the region. This led to a depreciation of most currencies and to a sharp rise in interest rate spreads. In the Ukraine, the uncertainties surrounding the current political trails led to the country's further isolation from Western Europe and also Russia. Thus, the country risk of the Ukraine has increased significantly.
In 2011, the Turkish economy had initially demonstrated very dynamic growth of 8.5 percent – one of the highest growth rates within the emerging markets. Contrary to countries such as China and Brazil, the boom in the Turkish economy in recent years was not due to exports. It was driven by domestic demand. Private consumption grew steadily faster than GDP and the savings rate saw a notable drop. This was accompanied by strong credit growth which was supported by foreign short-term capital inflows. The current account deficit widened to nearly 10 percent of GDP in 2011.
The result came in the course of the year with a considerable depreciation in the Turkish currency and a marked increase in the rate of inflation. In 2011, inflation reached an average for the year of 6.5 percent and by year end was even at 10.5 percent, or significantly above the 5.5 percent target rate set by the central bank. At the end of 2011, the Turkish government and the central bank responded to this development by increasing interest rates and undertaking measures to support the currency. Subsequently, the IMF is expecting considerably weaker growth of 2.3 percent for 2012. Nevertheless, the government's measures are starting to show results and just recently the rating agency Moody's had upgraded its rating for Turkey.
Compared to many other states in the region, Georgia's economy has seen above-average development in recent years. According to the IMF, GDP grew 7.0 percent in 2011 after growing 6.3 percent in the prior year. The liberal market-oriented reforms of the government contributed greatly to this development. In 2011, as part of the preliminary negotiations with the EU for a deep free-trade agreement, Georgia began to align its regulations with the European standards in the areas of trade and competition. This included a reform of the tax law. As a result, Georgia was able to reduce its budget deficit from 9.2 percent of GDP in 2009 to only 3.6 percent in 2011. Georgia managed to return to the capital markets in the spring of 2011 with a bond issue.
Significant progress was also achieved on the inflation side. Although the inflation rate was 8.5 percent on average in 2011, by the year end it stood at only 2.0 percent.
The economic recovery of the Romanian economy in 2011 was again rather sluggish. Even though, according to IMF calculations, GDP grew 2.5 percent, the collapse of the previous two years was far from being recouped. In addition, the growth in 2011 might have been overstated due to an extremely good harvest. In the opinion of the IMF, Romania's development is on shaky ground in view of its strong dependence on the eurozone. 55 percent of Romanian exports go to the eurozone and 80 percent of foreign direct investment stems from there. The first signs of a renewed contraction are already visible as seen in the 4th quarter of 2011 when economic growth had slightly decreased and the investment climate had cooled considerably.
In the past year, the real estate markets in MAGNAT's target countries around the Black Sea were dominated by two opposing effects. On the one hand, the countries reported relatively robust economic growth in 2011. On the other hand, the escalation of the European debt crisis in the course of the year led to increasing risk aversion among investors resulting in an overall increase in interest rate spreads and a substantially deteriorated access to financing. Against this background, the real estate markets in Turkey and Georgia have once again developed positively, while the market in the Ukraine remained unchanged at a standstill. The Romanian market was able to stabilise at a low level.
The Ukrainian real estate market remained depressed. The main problem is still the fact that investor's access to financing at reasonable interest rates continues to be blocked due to the escalating European debt crisis. Consequently most real estate projects are still on hold and subsequently construction activity is unchanged at a very low level. In addition to these factors, numerous investors who had financed their real estate purchases with credit are now forced to throw their properties on the market for sale due to the lack of follow-up financing for these properties.
The property market in Turkey continued its dynamic upward trend in 2011. The number of transactions grew considerably and numerous metropolitan areas reported double-digit growth rates. Especially Istanbul was very popular, especially with foreign investors. In some cases, real estate prices there had reached the levels seen in London or Paris. Growth was supported once again from the generous availability of credit from the Turkish banks. In the meantime, there are many voices warning against an overheating of the market and point to parallels with the US real estate bubble. Particularly the easy lending of the banks is being criticised as frivolous.
In 2011, the Georgian real estate market was not only able to recover but its upward trend even gained momentum and the number of real estate transactions grew 26 percent. In the prior year, growth was still 16 percent. Again the capital, Tbilisi, received the most attention. Here the number of construction permits grew 31 percent. To a large extent, the market's positive development can be explained by the interest of foreign investors in Georgia due to the attractiveness of the market since the free movement of capital has been allowed. In addition, the Georgian Lari is fully convertible and repatriation restrictions do not exist. However, the increased number of transactions has not yet been significantly reflected in prices.
| MAGNAT at a glance | |
|---|---|
| Group management report | |
| Summary of the 2011/2012 fiscal year | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar | |
In the reporting, Romania's commercial real estate market was marked by an inconsistent image. While the demand for retail properties sharply increased, the market for commercial properties experienced a marked decline. Industrial property was able to report a slight upward trend. The overhang of supply continued to shrink due to the lack of construction activity and vacancy rates have fallen. This led to a stabilisation in rent prices but at a low level. As in the past, the real estate market is highly concentrated in prime locations. There is also no visible recovery in residential real estate. Although the prices have stabilised at very low levels, the high inventory overhang and insufficient development of disposable income are in the way of a sustained recovery.
The environment we have illustrated has had a material impact on the Company. The risk aversion of investors and financial institutions has led to a very limited market for transactions and the focus of buyers was exclusively on western European real estate markets and on prime locations. Sources of financing were very limited. This greatly limits the search for potential buyers – especially in Eastern Europe. The lack of a market for real estate transactions has generally led to property write-downs, especially in Eastern Europe, which MAGNAT was unable to avoid.
Given the adverse economic conditions in the reporting year, MAGNAT's highest priority was to make further progress in the strategic realignment of MAGNAT toward the core markets of the Black Sea area. In addition, fiscal year 2011/2012 saw an ambitious disposal programme in order to secure liquidity. The restructuring of the portfolio also led to a reduction of risk positions.
The sale of the German residential portfolio marked one of the successful disposals. The annual results were largely impacted by this sale. MAGNAT received a single-digit million amount following this transaction net of costs and net of the corresponding liabilities.
A further milestone was the conclusion of the legal dispute in connection with the Schwarzenberg Project (Austria). MAGNAT received a settlement payment of EUR 2.7 million. Since this project was completely written off in fiscal year 2010/2011, the conclusion of the legal dispute resulted in an earnings contribution in the same amount.
Further proceeds of EUR 4.0 million stemmed from disposals from the Turkish YKB Portfolio, in which MAGNAT has a 32.4 percent interest. In addition, a pro-rata earnings contribution of EUR 6.0 million was booked in fiscal year 2011/2012. Thus, since the start of this investment, MAGNAT has received a total of EUR 21 million which is the entire amount originally used for this investment. The sale of the remaining assets will be initiated in collaboration with the project partner.
The "SQUADRA Immobilien Group", in which MAGNAT hold a 16.1 percent interest, sold the Schrödterhaus in Leipzig in November 2011. This property, which lies in the centre of Leipzig's inner city, had a vacancy rate of 95 percent at the time of purchase at the end of 2008 and was completely refurbished. Thereafter, the occupancy rate could be increased to 80 percent. Under an asset management mandate, MAGNAT Asset Management carried out the purchase, renovation, rental, and sale of the property. In the reporting period, MAGNAT Asset Management benefitted from the disposal through a transaction-out fee.
The sale price which was achieved following the refurbishment was significantly above the property's book value and led to a substantial capital inflow for SQUADRA Immobilien Group. In March of 2012, the shareholders of SQUADRA decided for a capital reduction in the amount of EUR 3.5 million. The execution of the capital reduction and the payment of this amount will take place in October 2012.
In the reporting year, the co-proprietors' building scheme in the Viennese Rennweg, which is still in development and was 100 percent owned by a MAGNAT real estate company, was sold at a price significantly above the value of its net assets. In Brünner Straße, a follow-on project has begun. This project is also 100 percent owned by MAGNAT.
In early 2012, MAGNAT announced an agreement to acquire all of the assets of R-QUADRAT Capital Beta GmbH ("RQCB"), Vienna, Austria. This was related to several interests that RQCB held in some of MAGNAT's projects. This agreement also included a settlement of all mutual claims and liabilities and ended all business relationships between MAGNAT and RQCB.
In fiscal year 2011/2012, MAGNAT Group's key markets continued to be impacted by the effects of the European sovereign debt crisis and the loss of investor confidence with regard to high risk asset classes. Subsequently, financing opportunities in these markets have been severely limited or are far more expensive. Neither real estate prices nor transaction volumes have shown a sustainable improvement. The value of the real estate portfolio was adjusted following a review by an independent expert and given the continuation of the challenging market environment.
The following statements to the net assets, financial position, and results of operations of MAGNAT Real Estate AG refer to the change in accounting of the acquisition of the R-Quadrat Group. Accordingly, R-QUADRAT Immobilien GmbH was to be identified as the acquiring company and not MAGNAT. This change was applied retroactively to fiscal year 2009/2010. The results of the prior year were adjusted correspondingly. Further information on these adjustments can be found in the appendix under A.5 and G.2.
| MAGNAT at a glance |
|---|
| Group management report |
| Net assets, financial position, |
| and results of operations |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| 2011/2012 | 2010/2011 adjusted |
|---|---|
| 2,372 | 3,036 |
| 439 | 0 |
| 15,724 | 2,304 |
| 516 | 479 |
| 3,678 | -7,490 |
| -816 | 921 |
| -5,656 | -7,367 |
| -1,469 | -1,289 |
| 14,788 | -9,407 |
| -1,757 | -1,233 |
| 13,032 | -10,640 |
| 12,964 | -10,773 |
| 12,933 | -10,290 |
| 0.93 | -0.74 |
Group earnings in fiscal year 2011/2012 were largely determined by the following factors:
The profit/loss on rental of real estate inventory fell from EUR 3.0 million to EUR 2.4 million in the reporting year. This was due to a 20.8 percent decline in rental income to EUR 5.5 million which could not be compensated for due to an equally sharp decline in the corresponding operating expenses to EUR 3.1 million. Both of these developments resulted from the sale of the German residential portfolios in Eberswalde, Saalfeld, and Rostock. The corresponding income and expenses are excluded as of the fourth quarter of 2011/2012.
The profit/loss on the sale of real estate companies reached EUR 0.4 million in the reporting year. This resulted from the positive sale of a co-proprietors' building scheme in the Viennese Rennweg. In the previous year, there were no proceeds from the sale of real estate companies.
The profit/loss on the sale of real estate accounted for profits of EUR 15.7 million after a profit of EUR 2.3 million in the previous year. The profit in the reporting year mainly reflects the aforementioned disposal of the German residential portfolio. Last year's profit represents the successful sale of real estate from the Asset Management segment.
The profit/loss on asset management only includes the revenues and expenses stemming from services to third parties. Asset Management activities beyond this, particularly those related to the Austrian co-proprietors' building schemes, are discussed in more detail in the segment report. As is defined in the Group's statement of income, the profit/loss on asset management in the reporting year was nearly unchanged at EUR 0.5 million whereas both revenues as well as expenses from Asset Management declined by close to EUR 0.6 million each. This was due to the lower volume of assets under management.
Profit/loss from investments accounted for using the equity method amounted to EUR 3.7 million in the reporting year following EUR -7.5 million in the same period of the prior year.
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
|---|---|---|
| Profits from investments accounted for using the equity method | 8,896 | 0 |
| Losses from investments accounted for using the equity method | -2,277 | -5,364 |
| Unrealised fair value adjustments in equity investments | -2,940 | -2,126 |
| Profit/loss from investments accounted for using the equity method | 3,678 | -7,490 |
The profits results mainly from MAGNAT's EUR 6.0 million portion of results from the Turkish YKB project. The conclusion of the legal dispute in connection with the Schwarzenberg project had an additional positive impact on profits. This led to a settlement payment to MAGNAT in the amount of EUR 2.7 million and to a corresponding profit.
A further positive contribution to earning stemmed from consolidation effects. These relate to the agreement reached with the co-investor RQCB regarding the acquisition of all interests by MAGNAT from the previously coowned real estate projects. A profit of EUR 0.8 million resulted from the transition in the consolidation method to the full consolidation of these companies.
| MAGNAT at a glance |
|---|
| Group management report |
| Net assets, financial position, |
| and results of operations |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
This was partly offset by losses from various sources: an amount of EUR -2.9 million from unrealised fair value adjustments in equity investments resulting from valuation adjustments in the Peremogi project (Ukraine) of EUR -2.5 million and in SQUADRA of EUR -0.4 million. In addition, on-going operating losses of EUR -2.3 million occurred primarily at Polish and Ukrainian companies.
In the reporting year, the balance of other operating income and other effects amounted to EUR -0.8 million following EUR 0.9 million in the prior year.
| Unrealised fair value adjustments in real estate inventory | -3,517 | adjusted 9 |
|---|---|---|
| Impairment of goodwill and receivables | -975 | -4,344 |
| Other operating income | 3,676 | 5,255 |
| Other operating income and other effects | -816 | 921 |
The aforementioned reduction in the value of the real estate portfolio determined by expert's valuation reports, led to a negative unrealised fair value adjustments in real estate inventory in an amount of EUR -3.5 million. The necessary impairments were mainly related to the Alexander Land project (Ukraine) with EUR -1.3 million and the Vacaresti project with EUR -1.5 million. The impairment of goodwill and receivables amounted to EUR -1.0 million in the reporting year after EUR -4.3 million in the prior year and were in connection with allowances for doubtful accounts related to the insolvency of co-investors in the prior year.
The decrease in other operating income from EUR 5.3 million last year to EUR 3.7 million in the reporting year, can be explained by the absence of the following factors: In the previous year, EUR 1.6 million in income resulted from the release of provisions and income of EUR 1.4 million resulted from closing warranties. Other operating income amounts included in the reporting year stemmed mainly from the reversal of bad debt allowances and the realisation of currency exchange rate differences which had been previously directly recognised in equity.
General and administrative expenses in the reporting year declined 22 percent to EUR 5.7 million after EUR 7.4 million in the prior year. This favourable development was due to our continued efforts at cost control.
Other operating expenses in the reporting year rose to EUR 1.5 million after EUR 1.3 million in the prior year. However, if adjusted for one-off effects in the prior year, they remained flat. The item consist primarily of nondeductible input taxes.
On balance, the earnings before interest and taxes (EBIT) amounted to EUR 14.8 million after EUR -9.4 million in the prior year.
The financial result for the reporting year was EUR -1.8 million after EUR 1.2 million in the prior year.
The profit/loss before tax was EUR 13.0 million in the reporting year following EUR -10.8 million in the prior year. After taxes, the Group's net profit for the period amounted to EUR 13.0 million after EUR -10.8 million. After taking into account non-controlling interests (EUR 0.0 million after EUR -0.5 million in the prior year), the profit for the period attributable to the parent company shareholders was EUR 12.9 million after EUR -10.3 million in the prior year.
Based on the average number of shares outstanding of 13,889,651 (previous year: 13.889.651) basic and diluted earnings per share were EUR 0.93 in the reporting year as opposed to EUR -0.74 in the previous year.
In accordance with the management approach and reporting lines, the Group is divided into the business segments of Investments, Asset management and Corporate Functions. The Investments segment comprises the business activities related to the real estate which are part of non-current tangible assets and those which are part of the real estate inventory forming part of current assets. The Asset Management segment includes asset management services for third parties and co-proprietors' building scheme. The Corporate Functions segments contains Group services provided by MAGNAT Real Estate AG under its function as the Group holding company, as well as operating holding companies that do not comprise a separate segment.
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
Change |
|---|---|---|---|
| Segment revenue | 48,608 | 7,535 | 41,073 |
| Segment expenses | -30,496 | -13,348 | -17,148 |
| Segment profit/loss before interest and taxes | 18,112 | -5,812 | 23,924 |
| Total assets | 32,302 | 51,604 | -19,302 |
| As a percentage of the Group | 73% | 76% | |
| Total liabilities | 8,520 | 36,461 | -27,941 |
| As a percentage of the Group | 35% | 66% | |
| MAGNAT at a glance |
|---|
| Group management report |
| Net assets, financial position, |
| and results of operations |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
In this past reporting year, new experts were commissioned by the Company and the relevant subsidiaries to assess the market value of the bulk of MAGNAT's Eastern European portfolio. A recovery of the Eastern European markets, which was initially expected by experts at the beginning of 2011, did not materialise and was not foreseeable at the time the expert's reports were carried out. On the contrary, the economic crisis in the region had even intensified at the beginning of 2012 due to the European debt crisis. Against this background, the assessed values of MAGNAT's investment portfolio declined significantly. Aside from the adjustments in market values carried out in the income statement, the values determined by the experts cover the carrying amounts of the single projects and investments due to the significant adjustments that were implemented as a result of required change in accounting for 2009.
| Projekt | Land | Net usable area / saleable area (in m2) |
Expert 2012 | Valuation Method | Market value 2011 (in EUR '000) |
Market value 2012 (in EUR '000) |
MAGNAT's interest |
Carrying amount 2012 (in EUR '000) |
|---|---|---|---|---|---|---|---|---|
| A&T | Germany | 4,669 TÜV | Discounted earnings method | 6,160 | 5,850 | 99.6% | 2,957 | |
| Delitzsch | Germany | 5,876 TÜV | Discounted earnings method | 5,980 | 5,800 | 99.6% | 2,754 | |
| Nasze Katy | Poland | 4,987 developed 45,859 undev. |
Colliers Int. | Comparative value method. Discounted earnings method |
13,505 | 6,082 | 50.0% | 0 |
| Peremogi | Ukraine | 31,873 Reinberg | Residualwertverfahren | 17,350 | 13,000 | 59.8% | 6,272 | |
| Chmelnitzkij | Ukraine | 25,200 Colliers Int. | Discounted earnings method | 14,760 | 9,610 | 100.0% | 1,734 | |
| Koncha Zaspa | Ukraine | 33,635 Colliers Int. | Comparative value method | 3,026 | 2,014 | 99.6% | 2,014 | |
| Alexanderland | Ukraine | 199,972 Colliers Int. | Comparative value method | 2,240 | 568 | 99.6% | 568 | |
| Vitaly | Ukraine | 986 Colliers Int. | Comparative value method | - | 388 | 100.0% | 270 | |
| Vacaresti | Romania | 26,573 Colliers Int. | Comparative value method | 8,544 | 1,556 | 99.6% | 1,556 | |
| Mogosoia | Romania | 57,163 Colliers Int. | Comparative value method | 4,344 | 2,858 | 99.6% | 1,344 | |
| Pancharevo | Bulgaria | 7,774 Colliers Int. | Comparative value method | 1,002 | 438 | 99.6% | 360 | |
| Digomi | Georgia | 20,136 Colliers Int. | Comparative value method | 1,275 | 2,743 | 74.7% | 821 | |
| Gudiashvili | Georgia | 11,500 Purchase | Transaction | - | 4,800 | 50.0% | 0 | |
| YKB | Turkey | 251,652 SOM | Comparative value method | 23,795 | 21,072 | 32.4% | 3,536 | |
| Russian Land | Russia | 2,024,141 Local expert | Comparative value method | 3,621 | 3,389 | 40.3% | 369 | |
| SQUADRA | Germany | 28,522 TÜV | Discounted earnings method | 21,630 | 17,500 | 16.1% | 1,433 |
The segment revenue of the Investments segment amounted to EUR 48.6 million after EUR 7.5 million in the prior year. This represented around 93 percent of the Group's revenues. Along with rental income (EUR 5.5 million) the amount mainly reflects the income of EUR 32.9 million (previous year: EUR 0.0 million) from the sale of the residential portfolio in Germany. Additional income of EUR 9.7 million came from investments accounted for using the equity method. In the previous year, no such income was achieved.
Segment expenses rose from EUR 13.3 million to EUR 30.5 million. This increase was also largely impacted by the disposal of the residential portfolio in Germany and the operating expenses associated with the generation of rental income. The total expenses resulting from the disposal of real estate amounted to EUR 17.1 million. Beyond this, losses amounting to EUR 5.2 (previous year's loss: EUR 7.5 million) were incurred from investments accounted for using the equity method. Other segment expenses consisting of related administrative and other operating expenses rose from EUR 5.9 million to EUR 8.2 million.
For the reporting year, the segment result (EBIT) was EUR 18.1 million following EUR -5.8 million. The impairment charges in the segment were EUR -6.3 million. These were partially offset by a reversal of impairment losses of EUR 0.1 million. In the previous year, impairments amounted to EUR -1.7 million and reversal were EUR 0.0 million.
The interest income of the Investments segment was EUR -0.7 million after EUR -0.4 million. The segment's net income for the period in the reporting year was EUR 17.4 million after EUR -6.2 million.
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
Change |
|---|---|---|---|
| Segment revenue | 3,765 | 12,190 | -8,425 |
| Segment expenses | -4,389 | -9,489 | 5,100 |
| Segment profit/loss before interest and taxes | -624 | 2,701 | -3,325 |
| Total assets | 6,475 | 8,995 | -2,520 |
| As a percentage of the Group | 15% | 13% | |
| Total liabilities | 5,082 | 5,810 | -728 |
| As a percentage of the Group | 21% | 11% | |
The segment revenues of the Asset Management segment were EUR 3.8 million in the reporting year after EUR 12.2 million in the previous year. This represents around 7 percent of the Group's revenues. The previous year's figure had included revenues from the Grazer Straße Project 59-61 as well as from co-proprietors' building schemes at Kastnergasse 16 and Schumanngasse 16.
| MAGNAT at a glance | |
|---|---|
| Group management report | |
| Net assets, financial position, | |
| and results of operations | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
In line with revenues, there was a marked decline in the segment's expenses from EUR 9.5 million in the previous year to EUR 4.4 million in reporting year. Besides lower expenses from the disposal of real estate and real estate companies, other operating expenses also fell noticeably from EUR 5.7 million to EUR 4.1 million. This was as a result of our on-going efforts in cost reduction.
The segment's result (EBIT) for the reporting year amounted to EUR -0.6 million following EUR 2.7 million. In the reporting year, the impact from impairments was EUR 0.6 million (previous year: EUR -1.0 million). As in the prior year, reversals of impairment losses did not occur.
The net income for the period declined to EUR -0.8 million after EUR 1.9 million.
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
Change |
|---|---|---|---|
| Segment revenue | 2,799 | 2,804 | -5 |
| Segment expenses | -5,299 | -8,721 | 3,422 |
| Segment profit/loss before interest and taxes | -2,500 | -5,917 | 3,417 |
| Total assets | 5,490 | 6,970 | -1,480 |
| As a percentage of the Group | 12% | 10% | |
| Total liabilities | 10,437 | 12,724 | -2,287 |
| As a percentage of the Group | 43% | 23% |
The Corporate Functions segments only contains Group services provided by MAGNAT Real Estate AG under its function as the Group holding company, as well as operating holding companies that do not comprise a separate segment. Accordingly, the segment generates very limited revenues, which primarily consist of other income. In the reporting year, segment revenue remained unchanged from the previous year at EUR 2.8 million.
The segment expenses dropped to EUR 5.3 million in the reporting year after EUR 8.7 million in the prior year. In both periods, they had related entirely to other expenses. In total, the segment income (EBIT) for the reporting year amounted to EUR -2.5 million after EUR -5.9 million in the previous year. Reversals of impairment losses totalling EUR 0.7 million (previous year: EUR 0.0) are included in segment income. Impairment charges were EUR 0.3 million after EUR 2.9 million in the previous year.
The net income for the period for the segment was EUR -3.4 million after EUR -6.1 million in the previous year.
Cash flow from operating activities increased strongly from EUR -3.5 million in the previous year to EUR 24.9 million in the reporting year. This resulted from the high cash inflow from the sale of the German residential portfolio.
The cash flow from investing activities was EUR -1.2 million given the low level of investment in the reporting period. Proceeds from the sale of interests in investments accounted for using the equity method and subsidiaries amounted to a total of EUR 3.4 million. This was offset by investments totalling EUR 3.6 million for the purchase of subsidiaries in connection with the acquisition of the RQCB assets and the granting of loans in an amount of EUR 1.0 million to investments accounted for using the equity method.
Cash flow from financing activities was EUR -25.4 million in the reporting year (previous year: EUR 0.0 million). This stems from the extensive repayment of debt which amounted to EUR 32.8 million in connection with the sale of the German residential portfolio whereas borrowings were only EUR 7.4 million.
With a cash position of EUR 3.6 million at the end of the reporting year versus EUR 5.3 million at the start of the reporting year, the change in cash and cash equivalents amounted to EUR -1.7 million.
| MAGNAT at a glance |
|---|
| Group management report |
| Net assets, financial position, |
| and results of operations |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
|---|---|---|
| Total non-current assets | 10,358 | 17,000 |
| Total current assets | 30,103 | 50,570 |
| Assets available for sales in investments accounted for using the equity method | 3,806 | 0 |
| Total assets | 44,267 | 67,570 |
| Equity attributable to parent company shareholders | 20,326 | 12,697 |
| Non-controlling interests | -98 | -122 |
| Total shareholders' equity | 20,229 | 12,575 |
| Group equity ratio | 45.7% | 18.6% |
| Total non-current liabilities | 15,094 | 39,537 |
| Total current liabilities | 8,945 | 15,458 |
| Total liabilities | 24,039 | 54,995 |
| Total equity and liabilities | 44,267 | 67,570 |
Total assets as at March 31, 2012 fell considerably compared to last year from EUR 67.6 million to EUR 44.3 million due to the sale of the German residential portfolio. Investments accounted for using the equity method declined from EUR 15.8 million to EUR 8.1 million as a result of the reclassification of the interest in Hecuba into "assets available for sales in investments accounted for using the equity method" and an impairment charge. The total value of the real estate inventory dropped from EUR 34.8 million to EUR 16.1 million as a result of disposals.
Loans to investments accounted for using the equity method of EUR 1.0 million concern a loan to a project company in Georgia. In total, the carrying amount of non-current assets has fallen from EUR 17.0 million to EUR 10.4 million in the reporting year.
In the reporting year, current assets declined from EUR 50.6 million to EUR 30.1 million. This is mainly due to the development in real estate inventory which dropped from a level of EUR 34.8 million to EUR 16.1 million. On the one hand, this reflects the sale of the German residential portfolio. On a group level, disposals totalled EUR 18.1 million. On the other hand, EUR -3.5 million in unrealised fair value adjustments of real estate inventory is also taken into consideration. This effect was largely compensated for by consolidation effects, i.e. the reclassification of former investments accounted for using the equity method into real estate inventory.
Cash and cash equivalents at the balance sheet date in fiscal year 2011/2012 amounted to EUR 3.6 million after EUR 5.3 million. Therefore, cash and cash equivalents were at a sufficient level as of the balance sheet date.
Net income for the period was reflected accordingly in shareholders' equity. It rose from EUR 12.6 million to EUR 20.2 million. The equity ratio rose accordingly from 18.6 percent in the previous year to 45.7 percent at the balance sheet date of the reporting year.
The sound equity position is primarily due to the significant reduction in liabilities in connection with the disposal of the residential portfolio in Germany. Overall, total liabilities declined EUR 31.0 million from EUR 55.0 million to EUR 24.0 million at the balance sheet date. Particularly noteworthy is the drop in financial debt of EUR 30.1 million. Non-current financial debt declined by EUR 24.4 million to EUR 14.8 million and current financial debt fell EUR 5.7 million to EUR 5.4 million. The decline is primarily due to the sale of the German residential portfolio and the repayment of the corresponding liabilities.
Non-current liabilities, including deferred taxes, declined 63 percent to EUR 15.1 million. Current liabilities also fell significantly by 42.1 percent to EUR 8.9 million. This included a reduction in trade accounts payable and other liabilities by EUR 0.8 million to EUR 1.5 million.
Net debt (financial debt less cash and cash equivalents) amounted to EUR 16.6 million in the reporting year after EUR 45.0 million in the prior year.
The MAGNAT Group employed a total of 27 staff in the reporting year (previous year: 29).
MAGNAT does not engage in any of its own research and development activities.
The following compensation report summarises the basic principles of the compensation system of the Executive Board and Supervisory Board:
The Supervisory Board determines the appropriate compensation for the Executive Board members. The criterion for the appropriateness of the total remuneration is based on the responsibilities and performance of the Executive Board member as well as the Company's situation. Overall compensation may not exceed the usual compensation without specific reasons. The total compensation of members of the Executive Board consists primarily of a fixed level of compensation as well as a variable compensation component with a shortterm incentive component (performance bonus).
| MAGNAT at a glance | |
|---|---|
| Group management report | |
| Employees | |
| Further information | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
The fixed component is paid as a monthly base salary. The members of the Executive Board have fixed-term employment contracts. Executive Board members are also entitled to the usual contractual (tangible) benefits. These include the provision of a company car, the conclusion of a liability insurance policy (D&O insurance), accident insurance as well as grants and contributions to health and long-term care insurance. If the employment contract with an Executive Board member ends prematurely through a proper cancellation by MAGNAT Real Estate AG, the Executive Board member is entitled to a severance payment in monthly instalments equal to 50 % of the sum of his outstanding contract until the end of the actual term of the employment contract. The amount of the payment is based on his fixed salary.
The compensation of the Supervisory Board is determined at the Annual General Meeting and is governed by Section 16 ("Compensation") of the Articles of Association. The most recently agreed compensation remains valid until the Annual General Meeting decides on a change in compensation. Each member of the Supervisory board receives a fixed remuneration payable annually. The Chairman of the Supervisory Board receives three times the level of the base salary and the Deputy Chairman receives twice the amount of the base salary. Supervisory Board members which were not active during a full business year receive compensation in accordance with the duration of their membership in the Supervisory Board. In addition, the Company reimburses the Board members for expenses related to the exercise of their supervisory board duties as well as the value added taxes on their compensation and expenses, so far as they are charged separately.
At this point, reference is made to the relevant passages in the notes.
According to Item 3.10 of the German Corporate Governance Code and in accordance with Section 289a HGB (German Commercial Code) MAGNAT Real Estate AG is issuing a statement on corporate governance. The statement of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG) that this statement contains is available to shareholders on the Company's website (www.magnat.ag) under the title "Company".
The shares of MAGNAT Real Estate AG are admitted to trading on the Regulated Market (General Standard) of the Frankfurt Stock Exchange. As of March 31, 2012, the Company had fully paid in subscribed capital of EUR 13,894,651.00 which was divided among 13,894,651 bearer shares each with a nominal value of EUR 1.00; of these, 5,000 shares were held by Group companies.
There are no restrictions related to voting rights or the transfer of shares.
As of March 31, 2012, the following shareholders of MAGNAT Real Estate AG held interests in the Company with voting rights exceeding 10 percent:
| Tisca Stiftung, Vaduz, Liechtenstein | 17.15 Percent |
|---|---|
| FDM Privatstiftung, Wien, Austria | 13.99 Percent |
| Altira AG, Frankfurt am Main | 13.56 Percent |
As at March 31, 2012, the Company had not received notification of any further direct or indirect interests exceeding 10 percent of the voting rights.
No such shares have been issued.
No such interests exist.
6.4.6. Statutory provisions and provisions of the Articles of Association concerning the appointment and removal from the office of the Executive Board, and amendments to the Articles of Association
Pursuant to Section 84 AktG, the Supervisory Board is to appoint members of the Executive Board for a maximum period of five years. Repeated appointments are permissible. The Executive Board of MAGNAT Real Estate AG consists of one or more persons. The number of Executive Board members is determined by the Supervisory Board. It decides matters concerning their appointment, the revocation of their appointment as well as the conclusion, modification and termination of employment contracts concluded with them. The Supervisory Board can appoint an Executive Board Chairperson and a Deputy Executive Board Chairperson as well as deputy Executive Board members.
Pursuant to Section 179 (1) AktG, amendments to the Articles of Association require a resolution by the Annual General Meeting which pursuant to Section 179 (2) AktG requires a three quarters majority of the share capital represented at the vote unless the Articles of Association do not require another majority. However, to the extent that this concerns a modification to the Company's purpose, the Articles of Association may only provide for a larger majority. In Section 20 (1), MAGNAT Real Estate AG's Articles of Association utilise the divergent option pursuant to Section 179 (2) AktG and allow for resolutions to be generally passed with simple voting majorities, and, to the extent that a capital majority is required, with a simple capital majority. The Supervisory Board is authorised to pass resolutions that amend the Articles of Association that relate only to wording. Furthermore, the Supervisory Board was also authorised to adapt wording of Section 5 of the Articles of Association, in which, among other matters, the level and division of share capital is determined, in line with the scope of capital increases from authorised capital.
| MAGNAT at a glance | |
|---|---|
| Group management report Further information |
|
| Consolidated financial statements | |
| Notes to the consolidated financial statements |
|
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
The Executive Board is authorised, with the assent of the Supervisory Board, to increase the share capital by October 28, 2014 through the issuance of up to 6,947,325 new ordinary bearer shares, each with an arithmetical nominal value of EUR 1.00 per share against cash or non-cash contributions, once or on several occasions in partial amounts up to EUR 6,947,325 (Authorised Capital 2009). Shareholders are generally entitled to subscription rights. Nevertheless, the Executive Board is authorised, with the assent of the Supervisory Board, to exclude shareholder subscription rights in the following instances:
for residual amounts,
if the capital increase is against cash and the proportional amount of the share capital attributed to the new shares for which the subscription right is excluded does not exceed 10 percent of the share capital existing at the time the new shares are issued, and the issue price of the new shares is not significantly less than the stock market prices of the shares already listed of the same class and entitlements at the time of the final determination by the Executive Board according to Section 203 (1) and (2) and Section 186 (3) Sentence 4 AktG,
in the case of capital increases against contribution in kind.
The Company's share capital is conditionally increased up to EUR 6,947,325 and divided into up to 6,947,325 ordinary bearer shares each with an arithmetical nominal value of EUR 1.00 per share. The conditional capital increase serves to grant subscription and/or conversion rights to the holders of bonds with warrants and/or convertible bonds that are issued according to the respective resolutions of the Annual General Meeting of August 30, 2007.
On the basis of the resolution of the Annual General Meeting of October 29, 2009, the Company is authorised until October 28, 2014 to acquire up to a total of 10 percent of the share capital existing at the time of the passing of the resolution. In this context, the shares acquired on the basis of this authorisation and any other treasury shares that the Company has already acquired, or already owns, may not comprise more than 10 percent of the Company's existing share capital. This authorisation can be exercised entirely or in partial amounts on either one or several occasions.
Purchases are to be executed on the stock market or as part of a public share repurchase offer, or in the form of a public solicitation addressed to Company's shareholders to issue selling offers.
If the purchase is executed on the stock market, the consideration paid by the Company (in each case excluding ancillary purchase costs) may neither be 10 percent more or 10 percent less than the average closing price of the Company's shares in XETRA trading on the Frankfurt Stock Exchange (or a comparable successor system) on the last three stock exchange trading days before the purchase. If the Company is listed on several stock exchanges, the respective last three closing prices of the Company's shares on the Frankfurt Stock Exchange before the publication of the offer are decisive.
If the purchase is performed by way of a public purchase offer to the Company shareholders, or by way of a solicitation addressed to the Company's shareholders to issue selling offers, the offered purchase or selling price or the limits of the offered purchase or selling price range per share, excluding ancillary purchase costs, may be neither 10 percent more nor 10 percent less than the average closing price of the Company's share in XETRA trading on the Frankfurt Stock Exchange (or a comparable successor system) on the last five stock exchange trading days before the date the offer is published, or the solicitation to issue selling offers is published. If the Company is listed on several stock exchanges, the respective last five closing prices of the Company's shares on the Frankfurt Stock Exchange before the publication of the offer are decisive.
If, after the publication of a purchase offer, or the publication of a solicitation to issue selling offers, there are significant price deviations from the offered purchase or sale price, or the limits of the offered purchase or selling price range, the offer or solicitation to issue selling offers can be adjusted. In such instances, the relevant amount is determined according to the corresponding price before the publication of the adjustment; the 10 percent limit for exceeding or falling below is applied to this amount.
The volume of the offer can be restricted. If the total subscription for the offering exceeds this volume, acceptance must be according to quotas. Provision may be made for preferential acceptance of unit numbers of tendered shares of less than up to 100 shares.
Besides disposal through the stock market, the Executive Board is authorised to utilise the shares that are acquired on the basis of this authorisation as follows:
With the assent of the Supervisory Board, the Executive Board may cancel the shares while at the same time reducing the share capital, without such cancellation, or its performance, requiring a further resolution of the Annual General Meeting, and it can correspondingly adjust the stated number of shares in the Articles of Association. The Executive Board may diverge from the above stipulations and determine that the share capital is not reduced, but that the share of the remaining shares in the share capital be increased pursuant to Section 8 (3) AktG. In such an instance, the Executive Board is authorised to adjust the stated number of shares in the Articles of Association.
The Executive Board may offer and transfer shares to third parties as consideration as part of business combinations, or when purchasing companies, or interest in companies, or parts of companies; Shareholders' subscription rights to the Company's shares are excluded to such an extent.
The Executive Board may offer shares for purchase or transfer to Company staff or employees of associated companies in accordance with Section 15 ff. AktG. Shareholders' subscription rights for the Company's shares are excluded to such an extent.
The Executive Board may utilise shares to service bonds with options or conversion rights issued by the Company or dependent companies associated with it. Shareholders' subscription rights for the Company's shares are excluded to such an extent.
| MAGNAT at a glance | |
|---|---|
| Group management report | |
| General statement concerning the | |
| Group's economic position | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
With the assent of the Supervisory Board, the Executive Board may sell shares in a manner other than through the stock market or through the unofficial market, or through an offer to all shareholders, if these shares are sold at a price, or transferred for consideration, that is not significantly less than the stock market price of the Company's shares. This authorisation is valid to the extent that the number of shares to be sold, together with the new shares which have been issued since the issuing of this authorisation under the exclusion of subscription rights pursuant to Section 186 (3) Sentence 4 AktG, is in total not more than 10 percent of the share capital existing at the time of the resolution of the Annual General Meeting concerning this authorisation, or at the time when this authorisation is exercised, if the latter is lower. Shareholders' subscription rights for the Company's shares are excluded to such an extent.
The authorisation relating to the resale of the Company's repurchased shares can be exercised once or on several occasions either wholly or in partial amounts and in the pursuit of one or several purposes.
No utilisation was made of this authorisation in the past fiscal year.
The Company has refrained from making these disclosures since the respective disclosures may result in considerable disadvantages to the Company.
In accordance with the employment agreements concluded with Executive Board members, in the instance of a termination of employment as part of a change in control, Executive Board members are to receive 100 percent of the total monthly compensation outstanding until the end of the actual term of the employment contract. The level of monthly compensation is determined according to the fixed salary excluding the performance bonus, benefits, and other ancillary payments.
The MAGNAT Group is adequately positioned at the time of the completion of this annual financial report and in consideration of the risks and opportunities listed as well as the current economic conditions in the target region. Particularly the Group's financing structure with its high equity ratio has proven to be a stabilising factor, especially with regard to Eastern European project companies.
The profitability of the Group improved significantly in the year under review due to disposals. As a result of the continuation of extremely difficult economic conditions, not only in Eastern Europe, further impairments were necessary in the past fiscal year.
In order to adapt MAGNAT to the continued difficult environment in Eastern Europe, the Executive Board, in close consultation with the Supervisory Board, has initiated several measures: First, the further reduction in the overall risk of the real estate portfolio, secondly the initiation of wide-reaching savings in the cost structure, and thirdly the systematic and consequent concentration of the portfolio on the future growth markets of the Black Sea region which have been defined as core markets. The necessary disposal of parts of the portfolio should ensure the mid-term strengthening of our liquidity and allow for selective new investments.
Effective August 5, 2011, Mr. Andreas Lange has resigned from the Supervisory Board. Since with the completion of the Annual General Meeting on October 27, 2011 the terms of office of the Supervisory Board members had expired, all current Supervisory Board members were re-elected in the Annual General Meeting on October 27, 2011 as well as Mr. Wolfgang Quirchmayr. Their term of office as Supervisory Board members lasts until the Annual General Meeting which shall decide on the discharge for the fiscal year ending on March 31, 2016.
At the end of July 2012, MAGNAT Asset Management GmbH, Vienna, Austria, was able to profitably dispose of the Brünnerstraße project in Vienna which had been acquired in November 2011. Net of the related debt, MAGNAT will receive cash proceeds of EUR 0.5 million as a result of this transaction.
MAGNAT has structured its business into two segments: Investments and Asset Management. The Company's own real estate portfolio is contained within the Investments segment. This concerns direct and indirect interests in local project companies that locally develop real estate projects. Where possible, the Company prefers to invest in majority interests. MAGNAT's investment portfolio is currently split among nine countries. MAGNAT plans to restructure its investment portfolio over the medium term and to concentrate on the countries of the Black Sea region.
The Investments segment creates value by generating profits on disposal of real estate investments. Where possible, the potential net rental income is added to the disposal proceeds. Therefore, significant and one-time cash inflows for MAGNAT in the business segment only occur when a successful disposal of an investment is completed. The disposability of these investments depends to a large extent on the development of the local real estate and financial markets and the stage of the life-cycle the individual projects are in. As a result, cash flows in this business area are difficult to forecast and are dependent on a number of external factors.
MAGNAT at a glance Group management report Changes in the governing bodies Events subsequent to the reporting date Report on opportunities and risk Consolidated financial statements Notes to the consolidated financial statements Responsibility statement Audit opinion Financial calendar
Cash inflows from the sale of investments from the existing real estate portfolio should be reinvested, taking MAGNAT's liquidity reserve into account, in order to finance the Company's growth in its core markets.
In view of MAGNAT's business activities, the risk policy of the Company cannot be directed at the entire or high avoidance of risks. Risk management concentrates on the on-going identification of typical business risks and their active management. Risk management is intended to reduce potential threats, safeguard the portfolio, and support successful further development. Through the conscious handling of risks, the opportunities involved can also be exploited with greater certainty.
Risks within a certain range are acceptable when coupled with corresponding return opportunities. The aim is to recognise and limit peak risks in order not to jeopardise the Company as a going concern.
The identification of risks is an on-going management responsibility due to the constant change in external conditions and demands. Regular fixed-date meetings controlling meetings, project discussions, and individual meetings take place at regular intervals in order to identify risks. The complete risk management process is documented in a risk management manual. Risk management is practiced in the entire MAGNAT Group. It is subject to an annual critical review, and, where required, revision.
Due to the MAGNAT Group's flat organisational structure, management is directly involved in all material decisions. This flat hierarchy enables the risk management system to have a comparably simple and less complex structure.
The Supervisory Board is regularly informed on business development, the development of the projects/ investments, and the status of the risk management system and its further development. The Supervisory Board controlling activities form an essential of MAGNAT's risk management system. The Supervisory Board also reviews individual objects on-site.
As the parent company, MAGNAT Real Estate AG prepares the consolidated financial statements. In advance of this process, the financial accounting and the preparation of the annual financial statements of Group companies included in the consolidated financial statements is performed by specialised external service providers.
The required monthly assessments as well as the annual financial statements which are prepared are completely and timely forwarded and internally monitored. As part of the risk management, the plausibility, accuracy, and completeness of the entries are monitored and reviewed by own employees of the Company.
The key instruments for this purpose are:
The Group's internal revision is implemented within the legal department of a Group company. The Executive Board determines whether and which structures and processes are subjected to auditing.
Macroeconomic risks have risen again in many of the Western European countries as a result of the intensification of the European debt crisis. This is particularly true for unemployment which has experienced a sharp rise coupled with the corresponding negative repercussions on the propensity to invest and consume. A relapse into a far-reaching European recession is becoming more likely especially in view of the considerably weaker development in Germany since the beginning of 2012, which so far had supported the EU area.
Although the Turkish economy is expected to cool off, which is welcomed by the government and the central bank in their fight against inflation, the Turkish economy will continue to have noticeable growth in comparison to the other European countries. This is especially true when compared to the southern European countries. Should civil war-like conditions in Syria lead to Turkey as a local leading power being drawn into a military conflict, this could change the current situation and lead to an abrupt and sharp increase in Turkey's country risk.
Should the overall European growth risks materialise, the countries in the Black Sea region and the underdeveloped south-eastern European countries, in which MAGNAT Group's equity is invested, may be over proportionally impacted causing transaction on those real estate markets continue to be hampered. Therefore, the macroeconomic risks to MAGNAT Group's business should continue to be considered as significant.
By nature, the real estate market is strongly shaped and influenced by economic developments and investor's propensity to invest. Economic and investment behaviour in turn are influenced by a variety of factors which are hard to predict, especially given the high volatility of the global financial markets in recent years. The key factors of supply and demand, the availability of capital, and the cost of capital (primarily prevailing interest rates) and cost of construction exert their influence within the single economies and real estate markets. On a national or global basis, the most important factor is investor demand for investment in the asset class of real estate and its relative attractiveness when compared with other asset classes.
| MAGNAT at a glance | |
|---|---|
| Group management report | |
| Report on opportunities and risk | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
Following the collapse of real estate markets in many countries over recent years, the markets have fallen back to the crisis level of the recent past in the reporting year. The interim recovery in some areas was short lived and had been mainly concentrated in the top locations of European metropolitan areas. The key reason for this return to crisis levels is the strong increase in risk aversion on the part of investors due to the European debt crisis. Investment capital is almost only available at very high prices if at all so that transactions only take place to a limited extent and at correspondingly unfavourable terms. Furthermore, portfolios continue to be offered at strongly reduced prices in the markets of the target regions from competitors with economic problems. An improvement in these unfavourable market conditions is not expected as long as the European debt crises has not been averted or mitigated.
In the markets of MAGNAT's target regions there is significantly higher country risk than in the western industrialised nations. This country risk becomes apparent in different ways: For example, political developments, the instability of the legal system, and justice in general and particularly factual circumstances and business practices in real estate and land law. Many of these risks cannot be eliminated or completely controlled. A partial neutralisation of risk can be achieved through the avoidance of a high allocation of assets in single projects or in single countries, or through co-investments with well-established local project partners.
MAGNAT is predominantly active in markets outside of the eurozone and is therefore also exposed to exchange rate risks. Where possible and feasible, projects are carried out in the local currency (e.g. local currency financing of construction costs).
The remaining exchange rate risk, which is mostly limited to invested equity and the potential profit, is only partially hedged due to the lack of appropriate hedging instruments and their availability at commercially reasonable prices. Generally, preference is given to hedging on an aggregated basis rather than individual projectrelated risks. Hedging is only considered when certain fluctuation ranges are exceeded and only for particular currencies and are limited to the equity invested (and not for the potential profit).
In summary, the management of currency risks is geared toward accepting currency risk within a certain range. The foreign currency hedging strategy is determined in close coordination with the Supervisory Board.
The MAGNAT Group uses debt to finance real estate projects. This is particularly true for projects in Germany and Austria. Financing facilities of around EUR 4.2 million carry a variable interest rate and therefore a change to higher interest rate levels would be a burden on the Company. Fixed interest rate agreements have been concluded for loan agreements totalling around EUR 13.9 million.
In contrast, a large part of MAGNAT's investments in Easter European countries is financed with equity. The assumption of debt plays a lesser role here due to the lack of financing opportunities.
Basically, financing takes place at the project level. However, borrowing has also been taken up in the past at the holding company level in the instance of a mezzanine loan and the financing of the acquisition of RQCB assets in the form of bridge loan and an interest-free deferral of purchase price. The mezzanine loan has a fixed interest rate so that a change in interest rate levels has no impact on the Company. The bridge loan has duration of less than one year. A change in interest rate levels is not expected during this period.
The evaluation of interest rate policy takes place at regular intervals and in close coordination with the Supervisory Board.
Typical project risks may arise with the projects being developed by the Asset Management segment. These risks may include exceeding the budget, time delays, delays due to defective performance and/or the insolvency of service providers. As a result, higher liquidity on the part of project companies may be required.
If loan financing at the project level cannot be realised or cannot be realised as planned, or if changes to the development plans are necessary which require further financing, then may arise the additional risks of the project time line being delayed or that more equity for the project is necessary, or that the costs of financing exceed the original plan. This could result in the obligation to contribute additional capital on the part of the project shareholders, which not all co-investors may be able to fulfil.
MAGNAT deploys detailed fine tuning for managing its liquidity in order to ensure that payments can be made at any time. To this end and under conservative assumptions, the funds required for the operational management of the Group are budgeted and dispersed.
Additional liquidity requirements may arise from events outside of the operational influence of MAGNAT especially through the project risks which were previously mentioned. Since the decisions with regard to the adjustment of development measures or modifications and/or optimisations of such measures are always taken in line with the company-law majority relationships, MAGNAT is in a position to limit these arising risks.
The aim is to generate additional liquidity for the financing of the Group as well as for investments in new value creating development projects from an inflow of funds from possible disposals. Such disposals were difficult during the crisis in the financial markets or entailed discounts to the valuation concluded by the expert and
| MAGNAT at a glance |
|---|
| Group management report |
| Report on opportunities and risk |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
were not commercially sensible. Meanwhile, the Group's room for manoeuvre has improved in some areas but has deteriorated again with the escalation of the European debt crisis. In view of the deterioration of the general environment and the re-emergence of a significant limitation in disposal opportunities, the liquidity risks have grown once again.
The transactions undertaken in the reporting year in order to reduce the risks of the real estate portfolio and to secure liquidity, highlight MAGNAT's ability to carry out disposals at economically feasible conditions even in times of economic difficulty.
A loss of the database or a long lasting disruption to the systems utilised by MAGNAT may result in interruptions to business operations. For this reason, the Company has implemented the appropriate data security strategies and preventative security measures.
The selection, acquisition, development and resale of real estate projects require experience, local market expertise and extensive partner networks. Entrepreneurial thinking is required as much as creativity in the identification of development opportunities and caution is required in the evaluation of potential risks. For this reason, the MAGNAT Group requires highly qualified staff for the successful development of its projects above and beyond the management level.
In the face of intense competition it is a constant challenge to recruit qualified staff for the Group and to bind them to the Company.
The MAGNAT Group operates predominantly in countries which have less developed and less stable legal systems compared with those of Western Europe. This related to jurisdiction in general as well as de facto circumstances and business practices prevalent in property and land register law in particular. This gives rise to not only risks related to future possible changes in the legal framework, but also in relation to the application and implementation of existing laws and official decisions. These risks are basically unavoidable. On the other hand, these countries offer an above-average profile of opportunities.
MAGNAT's employees and business partners with many years of experience with the local conditions, help to limit the effects of these risks. The continued regional focus of the MAGNAT Group will also result in a further bundling of our resources and capacities in this area.
Reorganisation proceedings were initiated according to the Austrian insolvency directive and amended in December 2011 into a bankruptcy proceeding regarding the assets of the co-investor R-QUADRAT Capital Alpha GmbH ("RQCA"). This give rise to the following risks, among others, for the MAGNAT Group:
MAGNAT Real Estate AG and R-QUADRAT Capital Alpha GmbH hold interests in joint real estate projects.
MAGNAT does not hold a majority in its joint projects with RQCA. Therefore, decisions concerning strategic orientation could become more difficult or impeded.
A partial or complete default on the MAGNAT receivables owed by RQCA could result. The MAGNAT Group has already accounted for this in the 2010/2011 balance sheet in the form of impairments.
The project companies could also be jeopardised at the current time if RQCA were to demand the payment of existing receivables in joint project companies. Due to the common interest of RQCA and MAGNAT in an optimisation of short-term project returns, the risk of endangerment of the project companies is assessed as low.
The management as well as employees may need to take out significant time in the case of lengthy procedures associated with the enforcement or defence of claims. MAGNAT counters this risk to the extent that operating business is given priority over such litigations.
MAGNAT at a glance Group management report Opportunities report Overall assessment of the Group's risk position Consolidated financial statements Notes to the consolidated financial statements Responsibility statement Audit opinion Financial calendar
The MAGNAT Group has taken over the existing asset management contract with RQCA through the (indirect) acquisition of MAGNAT Asset Management GmbH by way of a capital increase through a contribution in kind in 2009. This asset management contract has been dissolved in the meantime. Following a thorough analysis, MAGNAT was unable to find evidence of MAGNAT Asset Management GmbH not properly carrying out their services. Ultimately however, claims cannot be ruled out which stem from or are in connection with the asset management contract such as the reimbursement of paid management fees.
MAGNAT is exposed to risks to its image. In media reports on the insolvency of co-investors, reference is also made to MAGNAT which could potentially damage MAGNAT's reputation. Media reports could therefore also have a negative impact on MAGNAT Asset Management's operating activities. MAGNAT tries to pre-empt this risk by being as transparent as possible to third parties.
We focus our business on the growth markets of the Black Sea region. The high demand for structural development in this region offers MAGNAT above-average opportunities for returns due to MAGNAT's strong local expertise. The required capital for the financing of development projects in this region should be generated from the disposal of non-strategic real estate holdings in other countries in MAGNAT's portfolio.
Opportunities in Asset Management can arise in particular from privately financed co-proprietors' building schemes in Vienna as well as through real estate trading. In addition, the mid-term development of a growth platform for distressed/workout projects in the target region of the Black Sea could provide possible further opportunities. Taking advantage of these opportunities will depend upon our own funds available for such activities.
In fiscal year 2011/2012, MAGNAT's Executive Board and Supervisory Board have carried out a thorough analysis of the Company's strategy and the inherent risks of this strategy, particularly financing risk. The resulting measures were intensely discussed. Similar to the effects of the financial market and economic crisis, the escalation of the European debt crisis has led to a renewed tightening of credit and an almost a complete absence of investmentseeking risk capital. In the current phase of high uncertainty in terms of future inflation expectations and evident currency concerns, real estate has been rediscovered as an investment alternative, investors are concentrating on the real estate sector albeit exclusively on the absolute prime locations in the developed metropolitan regions in the core of Europe. However, for other projects, access to capital through financing, refinancing, or capital measures remains extremely difficult. A reorientation of investor's interest is yet to be seen.
In line with this tense market situation the financial planning of the MAGNAT Group continues to be focused on the disposal of real estate and cash flows from the repayment of shareholder loans by subsidiaries in order to finance current operations. The current liquidity planning assumes that MAGNAT's ability to render payments at all times over the next 12 months is secured.
MAGNAT will continue to carry out its clear "Develop & Sell" and "Buy and Sell" strategy in terms of real estate and land held. The business model's inherent risk of highly volatile cash flows dependent on successful disposals will remain a material aspect in the development of the Group in the next two years. Despite potential contributions that a recovery and normalisation to the real estate markets in Eastern Europe can make to MAGNAT's economic recovery, but which are not adequately predictable from today's point in time, will not prevent the Executive Board from remaining by its clear priority of securing liquidity. This will take a clear precedence to new investments. The continuation of the Company's cash-flow oriented management proves this fact.
Furthermore, diverse measures were undertaken in fiscal year 2011/2012 in order to sustainably improve the profitability of the Group in the medium term. Here three aspects have taken priority: First, to reduce the overall risk of the property portfolio; secondly the initiation of comprehensive savings in the cost structure; and thirdly, the systematic and consequent concentration of the portfolio on the growth markets in the Black Sea region which have been defined as core markets for MAGNAT. The respective countries are the Ukraine, Turkey, Georgia, and possibly Romania.
As was the case in the reporting year, the strengthening of liquidity will result from further disposals of portions of the portfolio in countries such as Bulgaria, Germany, Austria, Poland, and Russia. MAGNAT's Investments segment will successively withdraw from these countries.
Within the Asset Management segment, only limited activity can be carried out in the current market environment in the context of co-proprietors' building schemes in Austria. These will be supplemented with the build-up and expansion of trading activities in Austrian real estate. Opportunities related to privately financed co-proprietors' building schemes are being reviewed. Services for third parties in order to consolidate and increase the revenue of this segment should continue to be expanded where possible. Here the costbenefit evaluation is particularly important in deciding for further expansion. The aim remains to contribute to securing liquidity in this way.
The global economy continues to be characterised by an extremely high degree of uncertainty. The focus here is the concern for the future development of the eurozone and the European common currency. The situation in Greece continues to be problematic and the situation in Spain has just recently deteriorated significantly due to the problems in the banking sector. In addition, investors are losing confidence in politicians being able to solve the problems. Fears that the whole global economy could slip into a renewed recession are rising accordingly. This is clearly demonstrated by the current sentiment indicators worldwide such as the purchasing manager indices.
There are however more optimistic opinions. In its outlook in April 2012, the IMF lifted its expectations for global growth slightly from 3.3 percent to 3.5 percent and maintained this opinion in its update published in July 2012. The IMF expects that the low-point in economic momentum will have been reached in the first quarter of 2012 and that it will gradually improve in the course of the year. Nevertheless, the IMF emphasises
| MAGNAT at a glance |
|---|
| Group management report Outlook |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
the enormous risk to the global economy, and particularly the development in Europe. Thus, the IMF's more positive assessment stems from favourable assumption for growth in the U.S. and Japan and a sustained positive assessment of the development of the emerging markets.
For the eurozone, the IMF continues to expect a recession, even if the extent of which is only projected at -0.3 percent after -0.5 percent prior. For countries such as Germany and France, the IMF calculated in its update in July 2012 with a significantly reduced but nevertheless positive growth rate of 0.6 percent and 0.5 percent respectively. For Austria, the IMF is forecasting growth of 0.9 percent. In contrast, the growth rates of the southern European countries are expected to be negative: -1.8 percent for Spain up to -4.7 percent for Greece. For these countries, the IMF expects a muted recovery in 2013 at the earliest while the eurozone as a whole is expected to overcome the recession already in the second half of 2012.
In contrast to the development in 2011, the IMF expects the crisis in the eurozone to adversely impact the growth in Eastern Europe in 2012. The IMF predicts a flattening of the growth rate to only 1.9 percent for the region due to the strong dependence of Eastern Europe from the eurozone through exports and an increase in the interest rate spreads. This compares to growth of 5.3 percent in 2011.
In the opinion of the IMF, growth will slow noticeably in Turkey in 2012 to just 2.3 percent after 8.5 percent in the prior year. The IMF's main concern is the high current account deficit of the country which last year was almost 10 percent of GDP. This deficit was mainly financed by short-term inflows of foreign capital which makes Turkey vulnerable to turbulence on the capital markets. In addition, the inflation rate in 2012 is expected to reach 10.6 percent according to estimates of the IMF. This is expected to steer the central banks back towards further tightening.
Already by the end of 2011, the Ukraine was witnessing the effects of the spilling over of the debt crisis. On the one hand, interest rate spreads had significantly widened and on the other hand, export growth had slowed. Given the current account deficit of around 6 percent of GDP, the Ukraine, like Turkey, is strongly dependent by foreign capital inflows and the appetite for risk of investors. The IMF expects GDP growth of 3.0 percent in 2012 which compares with 5.2 percent growth in 2011.
However, for Georgia the IMF is forecasting relatively little effects from the eurozone crisis. Growth in the current year should reach 6.0 percent and therefore weaken only gradually as compared to 7.0 percent of the prior year. Even though Georgia also had a significant current account deficit of 12.7 percent of GDP in 2011, this was more than offset by foreign inflows of funds. This reflects the greater confidence of international investors regained by Georgia due to the initiation of economic reforms.
Romania's dependence on the eurozone is particularly strong since more than half of the country's exports are to the eurozone. Accordingly, the IMF estimates that the spill-over effects of the European debt crisis will dampen Romania's growth with a growth rate of 1.5 percent in 2012. Furthermore, the IMF expects the boom in the agricultural sector to end after it had contributed significantly to GDP in 2011. Nevertheless, the IMF believes Romania is on the right track to implement the political reforms necessary. This should lead to much stronger growth of 3.0 percent in 2013.
Due to the disposal of the German residential portfolio, the income from rental of real estate inventory will decline markedly.
Our activities at rigorous cost containment, which can also be seen in the context of the necessary reductions resulting from the disposals in Germany, will be continued in the same degree in fiscal year 2012/2013. This should have a particularly positive effect on the general and administrative expenses and other operating expenses. The disposal of objects where the current income does not cover the current costs should also lead to cost reductions.
In addition we expect a decline in legal fees since in the reporting year there were unusually high amounts incurred in connection with the insolvency of co-investors. A similar development is expected in the expenses for auditors since in the year under review, one-time costs related to the audit by the DPR had occurred.
The situation of the real estate markets in which MAGNAT is active will continue to be challenging also in the current fiscal year. We are not counting on either a significant increase in transactions nor in prices. The securing of liquidity will remain at the center of MAGNAT's financial planning.
Despite adjustments to the carrying amounts in the reporting year, the Group's financial position continues to be characterised by a solid equity base. At the reporting date, the equity ratio was 45.7 percent.
Given the difficult economic environment, the stated goal of the Executive Board and the Supervisory Board remains the further strategic realignment of the MAGNAT Group over the medium term. The increase in the value of our portfolio remains at the center of our business dealings. The Executive Board is confident that in the next two fiscal years, under the assumption of unchanged asset values, the path toward positive results for the MAGNAT Group will continue which should also lead to a stronger orientation of the Company's valuation at the net asset value.
MAGAT remains one of the few remaining project developers in its target markets. This presents a valuable position for the future that we will consistently utilise. We continue to believe that the entire Black Sea region will be rediscovered as an attractive investment by international capital. Numerous countries in the region are economically better positioned than the peripheral countries in the southern eurozone. This has been highlighted by the most recent developments in the midst of the euro crisis. As soon as the European debt crisis has been overcome, we expect the attractiveness of the region to significantly increase for foreign investors.
This management report contains forward-looking statements and information. Such forward-looking statements are based on expectations that we have today and on certain assumptions. As a consequence, they harbour a number of risks and uncertainties. A large number of factors, many of which lie outside the scope of MAGNAT'S influence, affect MAGNAT's business activities, its success, its business strategy and its results. These factors may result in a significant divergence in the actual results, successes and performance achieved by MAGNAT.
| MAGNAT at a glance |
|---|
| Group management report Outlook |
| Consolidated financial statements |
| Notes to the consolidated financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
Should one or more of these risks or uncertainties materialise, or should it prove that the underlying assumptions were incorrect the actual results may significantly diverge both positively and negatively from those results that were stated in the forward-looking statements as expected, anticipated, intended, planned, believed, projected or estimated results. MAGNAT accepts no obligation and does not intend to update these forward-looking statements or to correct them given a development other that the one expected.
Frankfurt am Main, August 22, 2012
MAGNAT Real Estate AG
Dr. Marc-Milo Lube Jürgen Georg Faè Member of the Executive Board Member of the Executive Board
| in EUR | Note no. |
01/04/2011 - 31/03/2012 |
01/04/2010 - 31/03/2011 adjusted *) |
|---|---|---|---|
| Rental income | D.1 | 5,505,915 | 6,952,149 |
| Operating expenses to generate rental income | D.2 | -3,133,619 | -3,916,567 |
| Profit/loss on rental of real estate inventory | 2,372,296 | 3,035,582 | |
| Revenue on sale of real estate companies | 849,698 | 0 | |
| Net assets from sold real estate companies | -410,555 | 0 | |
| Profit/loss on sale of real estate companies | D.3 | 439,143 | 0 |
| Revenue on sale of real estate | 32,722,778 | 6,046,976 | |
| Expenses on real estate sales | -16,998,663 | -3,743,393 | |
| Profit/loss on sale of real estate | D.4 | 15,724,115 | 2,303,583 |
| Revenue on asset management | 715,957 | 1,255,254 | |
| Expenses for asset management | -200,115 | -776,060 | |
| Profit/loss on asset management | D.5 | 515,842 | 479,194 |
| Profits from investments accounted for using the equity method | 8,895,763 | 0 | |
| Losses from investments accounted for using the equity method | -2,277,457 | -5,364,090 | |
| Unrealised fair value adjustments in equity investments | -2,940,362 | -2,125,457 | |
| Profit/loss from investments accounted for using the equity method | D.6 | 3,677,944 | -7,489,547 |
| Unrealised fair value adjustments in real estate inventory | D.7 | -3,516,484 | 9,227 |
| Impairment of goodwill and receivables | D.8 | -975,394 | -4,343,711 |
| Other operating income | D.9 | 3,675,540 | 5,255,309 |
| Other operating income and other effects | -816,338 | 920,825 | |
| General and administrative expenses | D.10 | -5,655,770 | -7,367,487 |
| Other operating expenses | D.11 | -1,468,905 | -1,288,703 |
| Profit/loss before interest and taxes | 14,788,327 | -9,406,553 | |
| Financial income | D.12 | 832,732 | 1,379,651 |
| Financial expenses | D.12 | -2,589,364 | -2,612,733 |
| Financial result | -1,756,632 | -1,233,082 | |
| Profit/loss before taxes | 13,031,695 | -10,639,635 | |
| Income taxes | D.13 | -67,688 | -133,335 |
| Net profit/loss for the period | 12,964,007 | -10,772,970 | |
| Of which, attributable to: | |||
| Non-controlling interests | D.15 | 30,714 | -482,710 |
| Parent company shareholders | 12,933,293 | -10,290,260 | |
| Basic and diluted earnings per share | D.16 | 0.93 | -0.74 |
*) see Notes to the Consolidated Financial Statements A.5
| MAGNAT at a glance |
|---|
| Group management report |
| Consolidated financial statements |
| Consolidated statement of income |
| Statement of |
| comprehensive income |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| in EUR | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 adjusted *) |
|
|---|---|---|---|
| Net profit/loss for the period | 12,964,007 | -10,772,970 | |
| Other profit/loss | |||
| Currency translation effects | -605,973 | -33,750 | |
| Equity change arising from the equity method recognised financial assets |
-1,522,664 | -1,753,033 | |
| Other profit/loss before tax | -2,128,637 | -1,786,783 | |
| Tax relating to other comprehensive income | -44,481 | 29,460 | |
| Other profit/loss after tax | G.1 and G.2 | -2,173,118 | -1,757,323 |
| Total comprehensive income | 10,790,889 | -12,530,293 | |
| Of which, attributable to: | |||
| Non-controlling interests | -57,342 | -474,835 | |
| Parent company shareholders | 10,848,231 | -12,055,458 |
*) see Notes to the Consolidated Financial Statements A.5
| in EUR | Notes no. | 31/03/2012 | 31/03/2011 adjusted *) |
01/04/2010 adjusted *) |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | E.1.1 | 29,440 | 402,401 | 394,605 |
| Property, plant, and equipment | E.1.2 | 58,340 | 98,740 | 98,573 |
| Investments accounted for using the equity method | E.1.3 | 8,074,182 | 15,759,665 | 32,925,780 |
| Other financial assets | E.1.4 | 49,318 | 119,399 | 162,500 |
| Loans to investments accounted for using the equity method |
E.1.5 | 1,020,351 | 23,300 | 1,621,039 |
| Other loans | E.1.6 | 541,309 | 416,020 | 0 |
| Deferred tax assets | E.5.1 | 585,509 | 180,570 | 203,372 |
| Total non-current assets | 10,358,449 | 17,000,095 | 35,405,869 | |
| Current assets | ||||
| Real estate inventory | E.2.1 | 16,134,196 | 34,765,194 | 33,091,628 |
| Trade accounts receivables and other receivables |
E.2.2 | 5,577,777 | 6,193,633 | 9,173,428 |
| Financial receivables and other financial assets | E.2.3 | 3,995,646 | 3,992,021 | 3,415,630 |
| Tax refund claims | 806,233 | 299,031 | 331,993 | |
| Cash and cash equivalents | E.2.4 | 3,589,108 | 5,320,167 | 8,821,895 |
| Total current assets | 30,102,960 | 50,570,046 | 54,834,574 | |
| Assets available for sales in investments accounted for using the equity method |
E.3 | 3,805,981 | 0 | 0 |
| Total assets | 44,267,390 | 67,570,141 | 90,240,443 |
| Group management report |
|---|
| Consolidated financial statements |
| Consolidated Balance Sheet |
| Notes to the consolidated |
| financial statements |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| in EUR | Notes no. | 31/03/2012 | 31/03/2011 adjusted *) |
01/04/2010 adjusted *) |
|---|---|---|---|---|
| Shareholders' equity and liabilities | ||||
| Shareholders' equity | ||||
| Subscribed capital | 13,894,651 | 13,894,651 | 13,894,651 | |
| Reserves | 6,431,744 | -1,197,777 | 10,857,612 | |
| Equity attributable to parent company shareholders |
20,326,395 | 12,696,874 | 24,752,263 | |
| Interest of non-controlling shareholders | -97,786 | -122,148 | 352,757 | |
| Total shareholders' equity | E.4 | 20,228,609 | 12,574,726 | 25,105,020 |
| Liabilities | ||||
| Non-current liabilities | ||||
| Deferred tax liabilities | E.5.1 | 265,034 | 289,259 | 379,742 |
| Non-current financial debt | E.5.2 | 14,829,263 | 39,248,220 | 47,493,698 |
| Total non-current liabilities | 15,094,297 | 39,537,479 | 47,873,440 | |
| Current liabilities | ||||
| Provisions | E.6.1 | 1,760,010 | 1,760,370 | 2,736,099 |
| Trade payables and other liabilities |
E.6.2 | 1,512,903 | 2,326,078 | 1,689,305 |
| Tax liabilities | E.6.3 | 283,960 | 225,040 | 846,282 |
| Current financial debt | E.6.4 | 5,387,611 | 11,146,448 | 11,990,297 |
| Total current liabilities | 8,944,484 | 15,457,936 | 17,261,983 | |
| Total liabilities | 24,038,781 | 54,995,415 | 65,135,423 | |
| Total equity and liabilities | 44,267,390 | 67,570,141 | 90,240,443 | |
*) see Notes to the Consolidated Financial Statements A.5
| in EUR '000 | Note no. | 01/04/2011 - 31/03/2012 |
01/04/2010 - 31/03/2011 adjusted *) |
|---|---|---|---|
| Consolidated profit/loss before tax | 13,032 | -10,640 | |
| Change in real estate inventory | 16,849 | 2,372 | |
| Change in trade accounts receivable and other receivables | 1,813 | -1,836 | |
| Change in income tax receivables | -507 | 33 | |
| Change in financial receivables and other financial assets | -3,715 | -2,726 | |
| Change in intangible assets | 7 | -88 | |
| Change in provisions | 11 | 654 | |
| Change in trade payables and other liabilities | -1,126 | -1,018 | |
| Other non-cash items | -1,478 | 9,751 | |
| Cash flow from operating activities | F | 24,885 | -3,497 |
| Payments for investments in property, plant, and equipment | -11 | -47 | |
| Proceeds from the disposal of property, plant, and equipment | 28 | 0 | |
| Payments to acquire shares, and increase the capital reserves at investments accounted for using the equity method and at other investments |
0 | -132 | |
| Proceeds from the disposal of investments accounted for using the equity method and from other investments |
2,650 | 0 | |
| Payments for granting loans to investments accounted for using the equity method and to other investments |
-973 | -673 | |
| Proceeds from the repayment of loans from investments accounted for using the equity method and from other investments |
0 | 866 | |
| Payments for the acquisition of subsidiaries and for acquisition of net assets (net of cash acquired) |
-3,641 | 0 | |
| Proceeds from the disposal of subsidiaries (net of cash sold) | 743 | 0 | |
| Cash flow from investing activities | F | -1,205 | 14 |
| Proceeds from the increase of financial debt | 7,395 | 10,199 | |
| Repayment of financial debt | -32,812 | -10,214 | |
| Cash flow from financing activities | F | -25,416 | -15 |
| Net change in cash and cash equivalents | -1,736 | -3,498 | |
| Change due to currency translation | 5 | -4 | |
| Cash and cash equivalents at the start of the period | 5,320 | 8,822 | |
| Cash and cash equivalents at the end of the period | F | 3,589 | 5,320 |
| Supplementary information concerning the cash flow statement |
|||
| Income taxes paid | 533 | 135 | |
| Interest received | 69 | 117 | |
| Interest paid | 1,644 | 1,133 |
*) see Notes to the Consolidated Financial Statements A.5
Group management report
Consolidated financial statements
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the consolidated
financial statements
Responsibility statement
Audit opinion
Financial calendar
| in EUR '000 | Share capital | Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sub scribed capital |
Tre asury shares |
Capital reserves |
Retained earnings |
Reserves for treasury shares |
Currency translation |
Other reser ves |
Equity attributable to parent company shareholders |
Interests of non-controlling shareholders |
Total shareholders' equity |
||
| 01/04/2011 (adjusted) | G | 13,895 | 0 | 7,455 | -8,273 | -310 | -136 | 66 | 12,697 | -122 | 12,575 |
| changes in ownership interests in subsidiaries that do not result in a loss of control |
G | 0 | 0 | 0 | 0 | 0 | 0 | -3,219 | -3,219 | 82 | -3,137 |
| Change in deferred taxes recognised directly in equity |
G | 0 | 0 | 0 | 0 | 0 | 0 | -44 | -44 | 0 | -44 |
| Proportional transfer of earnings neutral changes in equity in investments accounted for using the equity method |
G | 0 | 0 | 0 | 0 | 0 | -1,499 | -3 | -1,502 | -21 | -1,523 |
| Currency translation effects | G | 0 | 0 | 0 | 0 | 0 | -539 | 0 | -539 | -67 | -606 |
| Other profit/loss | G | 0 | 0 | 0 | 0 | 0 | -2,038 | -47 | -2,085 | -88 | -2,173 |
| Net income for the period | G | 0 | 0 | 0 | 12,933 | 0 | 0 | 0 | 12,933 | 31 | 12,964 |
| Total comprehensive income | G | 0 | 0 | 0 | 12,933 | 0 | -2,038 | -47 | 10,848 | -57 | 10,791 |
| 31/03/2012 | G | 13,895 | 0 | 7,455 | 4,660 | -310 | -2,174 | -3,200 | 20,326 | -98 | 20,228 |
| 01/04/2010 (reported) | G | 13,895 | -28 | 98,181 | -4,456 | 0 | -7,389 | 599 | 100,802 | 10,765 | 111,567 |
| Adjustments according to IAS 8.42 | A.5 | 0 | 28 | -90,726 | 6,473 | -310 | 9,140 | -656 | -76,050 | -10,413 | -86,462 |
| 01/04/2010 (adjusted) | 13,895 | 0 | 7,455 | 2,017 | -310 | 1,751 | -57 | 24,752 | 353 | 25,105 | |
| Change in deferred taxes recognised directly in equity |
G | 0 | 0 | 0 | 0 | 0 | 0 | 29 | 29 | 0 | 29 |
| Proportional transfer of earnings neutral changes in equity in investments accounted for using the equity method |
G | 0 | 0 | 0 | 0 | 0 | -1,859 | 93 | -1,766 | 14 | -1,752 |
| Currency translation effects | G | 0 | 0 | 0 | 0 | 0 | -28 | 0 | -28 | -6 | -34 |
| Other profit/loss | G | 0 | 0 | 0 | 0 | 0 | -1,887 | 122 | -1,765 | 8 | -1,757 |
| Net income for the period | G | 0 | 0 | 0 | -10,290 | 0 | 0 | 0 | -10,290 | -483 | -10,773 |
| Total comprehensive income | G | 0 | 0 | 0 | -10,290 | 0 | -1,887 | 122 | -12,055 | -475 | -12,530 |
| 31/03/2011 (adjusted) | G | 13,895 | 0 | 7,455 | -8,273 | -310 | -136 | 66 | 12,697 | -122 | 12,575 |
MAGNAT Real Estate AG , Frankfurt am Main
For the fiscal year April 1, 2011 to March 31, 2012
MAGNAT Real Estate AG (hereinafter also referred to as the "Company" or "MAGNAT") is recorded in the commercial register in Frankfurt am Main, Germany, which is the location of the Company's headquarters. On September 17, 2010, the Company's legal form was changed from that of a GmbH & Co. to a public stock corporation ("Aktiengesellschaft", or "AG") and was recorded in the commercial register (HRB 89041). MAGNAT Real Estate Opportunities GmbH & Co. KGaA was formed on April 6, 2006 and recorded in the commercial register in Frankfurt am Main, Germany on May 31, 2006. The Company's headquarters are located at Lyoner Strasse 32 in Frankfurt am Main. All of the Company's fiscal years end on March 31.
The Company was originally listed on the open market in July 2006. On October 30, 2007 the Company switched stock exchange segments. Since this time, the Company's shares have been listed in the General Standard segment of the Frankfurt Stock Exchange. As a result of this change, MAGNAT is subject to the stringent EU-wide transparency requirements of the regulated markets.
To date, MAGNAT Real Estate AG itself has not undertaken any investments in real estate or real estate projects. Generally, investments are processed through project companies. Interests in these project companies are either directly or indirectly held (through intermediate holding companies) by MAGNAT Real Estate AG.
This consolidated financial statement prepared in the name of the legal parent company, MAGNAT Real Estate AG, is to be economically attributed to the economic acquirer identified as MAGNAT Asset Management GmbH, Vienna, Austria (formally: R-QUADRAT Immobilien GmbH), within the context of a reverse acquisition in fiscal year 2009/2010 (see A.5). The total of the consolidated subsidiaries and the joint ventures and associated companies accounted for using the equity method will be referred to as the "MAGNAT Group".
Through the integration of MAGNAT Asset Management GmbH, Vienna, Austria, the MAGNAT Group has further developed itself into an integrated real estate group. As a result, the Company's entire value chain spans from purchase and development to the sale of real estate and construction land. In addition, the Group offers real estate asset management services in particular for third parties as well as co-proprietors' building schemes.
MAGNAT's business model follows a "develop & sell" and "buy & sell" strategy when it comes to real estate and land held. This contrasts with traditional holders who pursue a "buy & hold" strategy.
Today, MAGNAT's investment portfolio is distributed among nine countries. In the medium term, the plan is to focus the investment portfolio on the countries of the Black Sea region: the Ukraine, Turkey, Georgia, and possibly Romania (core markets).
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements General Information Responsibility statement Audit opinion Financial calendar
MAGNAT prepares its consolidated financial statements according to International Financial Reporting Standards (IFRS) in line with Article 4 of the EC Directive number 1606/2002 of the European Parliament and Council of July 19, 2002. The consolidated financial statements of the MAGNAT Group which are prepared for MAGNAT Real Estate AG as the legal parent company, are prepared according to uniform accounting principles. This takes into account all IFRS standards that require mandatory application as of the reporting period ending on March 31, 2012 – including currently valid International Accounting Standards (IAS) – and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) – including the currently valid interpretations of the former Standing Interpretations Committee (SIC) – as applicable in the EU. The consolidated financial statements prepared by MAGNAT Real Estate AG fully comply with the IFRS guidelines in their currently valid version as far as they were adopted by the European Union according to article 6 Paragraph 2 IAS-VO 1606/2002 by comitology procedure in accordance with European Union regulations. They also give consideration to the applicable German commercial law regulations pursuant to Section 315a (1) of the German Commercial Code (HGB).
The applied accounting methods generally correspond to the methods applied in the previous year with the following exceptions:
The International Accounting Standards Board (IASB) and the International Financial Reporting Standards Committee (IFRIC) have approved standards and interpretations (which have already passed the EU recognition procedure) and require mandatory first-time application in the reporting period.
The amendment, which was issued on November 26, 2009 by the IASB, is an interpretation of IFRIC 14, which in itself is an interpretation of IAS 19 "Employee Benefits". The amendment is applicable under certain circumstances under which an entity is subject to a minimum funding requirement and makes a prepayment of contributions that satisfy those requirements. The amendment allows the benefit from such a prepayment to be recognised as an asset. The amendment has been mandatory since January 1, 2011. The amendment was adopted by the EU on July 19, 2010 and published on July 20, 2010. The amendments to IFRIC 14 had no impact on MAGNAT's present consolidated financial statements.
This amendment to IAS 24 is particularly intended to enhance the comprehensibility and clarity of the standard's text, in order to thereby ensure, in practice, its uniform interpretation and application. As a consequence, regulations were made more specific in areas where the standard has exhibited clear inconsistencies in the past, or where practical application was made more difficult as a result of the insufficiently precise formulations. One objective of the revision was also the elimination of instances where, to date, only one of the parties participating in a transaction was required to report this transaction since from the other perspective the other party had failed to satisfy the definition of a related party. Along with the amendment to the definition of related parties, there are also adjustments relating to the definition of transactions requiring disclosure. The revised version of this standard requires mandatory application for fiscal years commencing on or after January 1, 2011.
On November 26, 2009, the IFRIC published IFRIC 19, an interpretation providing information on the accounting treatment of debt for equity swaps. IFRIC 19 clarifies IFRS requirements when a company partially or wholly extinguishes a financial liability through issuing shares or other equity instruments. The interpretation comes into force for fiscal years commencing on or after July 1, 2010. The EU approved IFRIC 19 on July 23, 2010, and published it on July 24, 2010. The interpretation of IFRIC 19 has had no impact on MAGNAT'S consolidated financial statements but could have an impact on the future accounting of such transactions.
As part of its annual "Improvements Project", the IASB has implemented a large number of minor contentrelated and editorial amendments to various standards. These include amendments to ten standards and one interpretation:
IFRS 3 Business Combinations IFRS 7, IAS 32 and IAS 39 in line with the amendments to IFRS 3 IAS 21, IAS 38 and IAS 31 correspondingly IAS 27 IFRS 1 First-Time Adoption of International Financial Reporting Standards IFRS 7 Financial Instruments: Disclosures IAS 1 Presentation of Financial Statements IAS 34 Interim Financial Reporting IFRIC 13 Customer Loyalty Programmes
Unless a standard explicitly states otherwise, these regulations are applicable either for all fiscal years commencing after June 30, 2010, or for all fiscal years commencing after December 31, 2010. The EU approved the amendments on February 18, 2011, and published them on February 19, 2011. This collection of standards has had no material impact on these consolidated financial statements.
The IASB and the IFRIC have approved standards and interpretations that do not yet require mandatory application in the reporting period. Voluntary prior application generally presupposes that the current and partially still outstanding recognition by the EU has occurred. The Company has not utilised the option to make voluntary prior application.
The amendments to IFRS 7 expand the scope of disclosure required in the notes to financial statements when derecognising financial assets. This requires general disclosures relating to financial assets that have been transferred, but which have not (or not yet fully) been derecognised, and concerning their relationship to liabilities that have newly arisen as a consequence. To the extent that the transferred financial assets were also fully derecognised, detailed qualitative and quantitative information must be disclosed in the future relating to any retained rights and obligations, and relating to any rights and obligations that were assumed as part
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements
General Information
Audit opinion Financial calendar
| Adopted by the EU |
||
|---|---|---|
| YES | NO | |
| IFRS 7 "Amendments: Financial Instruments – Disclosures" | x | |
| IAS 1 "Amendments: Presentation of Other Comprehensive Income" | x | |
| IAS 12 "Amendments: Deferred Tax – Recovery of Underlying Assets" | x | |
| IAS 19 "Amendments: Employee Benefits" | x | |
| IAS 27 "Separate Financial Statements" | x | |
| IAS 28 "Investments in Associated Companies and Joint Ventures" | x | |
| IAS 32 "Amendments: Offsetting Financial Assets and Financial Liabilities" | x | |
| IFRS 1 "Amendments: Severe Hyperinflation and Removal of Fixed Dates" | x | |
| IFRS 1 "Amendments: Government Grants" | x | |
| IFRS 7 Amendments: Offsetting Financial Assets and Financial Liabilities" | x | |
| IFRS 9 "Financial Instruments" | x | |
| IFRS 10 "Consolidated Financial Statements" | x | |
| IFRS 11 " Joint Arrangements" | x | |
| IFRS 12 " Disclosures of Interests in Other Entities" | x | |
| Transitional Provision (Amendments to IFRS 10, IFRS 11, and IFRS 12) | x | |
| IFRS 13 "Measurement at Fair Value" | x | |
| IFRIC 20 "Stripping Costs in the Production Phase of a Surface Mine" | x | |
| Improvements to IFRS (2009-2011) | x | |
of the transaction. The amendments are applicable to fiscal years commencing on or after July 1, 2011. The amendments to IFRS 7 were adopted by the EU on November 22, 2011 and published on November 23, 2011. From today's perspective, the related amendments will have no effect on the disclosures in the notes to the financial statements of MAGNAT.
According to the amendment, companies must present items in other comprehensive income according to two categories dependent upon whether or not a future recognition through profit and loss is expected (known as recycling). Components which are not recycled must be presented separately from the components which will be recycled in the future e.g. differences resulting from currency translations from subsidiaries, joint ventures, and associated companies. If the components which comprise other comprehensive income are shown before tax, then the companies must identify the corresponding tax amount separately and according to the two categories. The amendments are applicable retrospectively for the first time to fiscal years commencing on or after July 1, 2012. Early application is permitted. The amendment to IAS 1 was adopted by the EU on June 5, 2012 and was published on June 6, 2012. The amendment to IAS 1 will lead to a corresponding reclassification in MAGNAT's consolidated financial statements.
The amendment includes a partial clarification of the treatment of temporary tax differences in connection with the application of the fair value model of IAS 40. As a result of this amendment, a refutable presumption is introduced that the recovery of the carrying amount of the asset in the case of real estate measured at fair value and held as a financial investment will normally occur through the sale of the asset. With real estate that is held as a financial investment, it is often difficult to judge whether existing differences will reverse through continued use or through sale. The amendment is applicable retrospectively to fiscal years beginning on or after January 1, 2012. The impact of these changes on MAGNAT's future consolidated financial statements is currently being assessed.
The key amendment is that future unexpected fluctuations in pension obligations and any plan assets – actuarial gains and losses – must be immediately recognised in other comprehensive income. The option of recognising actuarial gains and losses in profit and loss will be abolished and any changes in value of defined benefit obligations are to be recognised in the current reporting period. A further amendment states that the return on plan assets is no longer according to the composition of the asset portfolio but according to the income resulting from the expected return on the plan assets based on the level of the discount rate. The amendment mentioned will lead to more detailed disclosures in the notes. Among other requirements, the average time to maturity of the pension obligations must be specified. The amendments are applicable as of January 1, 2013. The amendment was adopted by the EU on June 5, 2012 and published on June 6, 2012. Since from today's perspective, MAGNAT does not disclose any pension obligations and has no obligations to do so, the amendments to IAS 19 will not have an impact on future consolidated financial statements.
In the future, the new interpretation of IAS 27 will only govern the accounting of investments in subsidiaries, joint ventures, and associated companies in separate IFRS financial statements. The interpretations are to be applied to fiscal years beginning on or after January 1, 2013.
The objective of IAS 28 (revised in 2011) is to define the accounting of interests in associated companies and to issue provisions as to the application of the equity method when interests in associated companies and joint ventures are to be accounted for. The revised IAS 28 is to be applied for fiscal years beginning on or after January 1, 2013. The impact of IAS 28 (revised 2011) on the future consolidated financial statements of MAGNAT is currently being assessed.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements General Information Responsibility statement Audit opinion Financial calendar
Offsetting in accordance with IAS 32 is further possible only if a legal right exists at that time which allows the recognised amounts to be offset and the intention to carry out the offsetting on a net basis or to offset the realised financial assets at the same time with the corresponding financial liabilities The amendments relate to the clarification of the terms "current time" and "at the same time". For the assessment of the current time, today's circumstances are to be drawn upon. In order to consider performance and disposal as being at the same time, certain conditions must be met. The clarifications described are to be applied from January 1, 2014. The impact of these amendments on MAGNAT's future consolidated financial statements is currently being assessed.
This amendment provides application guidelines for procedures when presenting financial statements complying with IFRS in cases where the company was unable to comply with IFRS regulations for a period because its functional currency was exposed to severe hyperinflation. Accordingly, such a company is permitted to measure its assets and liabilities at fair value and to apply these figures as assumed acquisition costs in its opening balance sheet. A further amendment replaces the references to the fixed transition date of "January 1, 2004" with "time of transition to IFRS". The amendments require mandatory application to reporting periods ending on or after July 1, 2011. Earlier application is permissible. The respective amendments have no effect on the consolidated financial statements of MAGNAT.
This amendment requires the adaption of the provisions for the first-time adopters to the provisions used by existing IFRS with regard to the application of amendments found in IAS 20 "Accounting for Government Grants and Disclosure of Government Grants" regarding the accounting for government loans. This amendment is applicable to fiscal years beginning on or after January 1, 2013.
The new information which was incorporated into IFRS 7 should provide a reconciliation of the gross to net exposure of financial instruments. Reconciliation should be used in order to provide information on the effect or potential effect of netting agreements. The gross amount of the financial assets which have not been offset will be compared with the corresponding financial liabilities. This will yield the net amount which is presented on the balance sheet. The information should be presented according to the nature of the financial instruments. The amendments to IFRS 7 are effective for fiscal years beginning on or after January 1, 2013. The application must be made retrospectively. These rules will be applied accordingly in the consolidated financial statements of MAGNAT for any possible future netting agreements.
The IASB published IFRS 9 on November 12, 2009. This new standard represents the first of three phases (Classification and Measurement, Impairment, Hedging Relationships) that will completely replace IAS 39 "Financial Instruments: Recognition and Measurement". As each of the phases is completed, the relevant portions of IAS 39 will be deleted, and the new provisions of IFRS 9 will be inserted. This standard introduces fundamental changes to the existing regulations for the classification and measurement of financial instruments, whereby IFRS 9 limited itself initially and exclusively to financial assets. Originally, the application of IFRS 9 was mandatory for fiscal years beginning on or after January 1, 2013. Effective as of December 16, 2011, the date of the mandatory first application has been postponed until January 1, 2015. Additional disclosures were determined in accordance with IFRS 7 and will also take effect on the same date. Earlier application is permissible. From today's perspective, the new IFRS 9 standard will have no significant effect on MAGNAT's consolidated financial statements.
IFRS 10 replaces the existing provisions of IAS 27 for consolidated financial statements and the interpretations of SIC 12 for the consolidation of special purpose entities. IFRS 10 establishes a unified consolidation concept under IAS 27 and SIC 12. IFRS sets out a new definition of the point at which a parent company controls an investee. The term control combines the power to direct the relevant activities of the investee with the right to variable returns from its involvement with the investee; i.e. to be exposed to or to have the right to variable returns from its involvement with the investee and to have the ability to affect those returns through its power over the investee. In addition, IFRS 10 includes provisions relating to potential voting rights, protective rights of third parties, and power without a majority of voting rights ("de facto control"). The application of the control definition may change the scope of consolidation, particularly due to the discretion when assessing the parent company's control over the investee. IFRS 10 should be applied for fiscal years beginning on or after January 1, 2013. MAGNAT is currently assessing the impact of the new standard to its future consolidated financial statements.
IFRS 11 governs the accounting in situations where several companies control a joint venture or joint operation. The contract partners should account for the respective contractual rights and obligations of the joint arrangement depending upon whether the corresponding agreement is to be considered a joint venture or joint operation. IFRS 11 eliminates the previous option of recognising joint ventures according to proportionate consolidation; application of the equity method is mandatory. The distinction between joint operation and the classification of joint venture is specified. In the case of joint operation, the partners have immediate rights and obligations with respect to the assets, liabilities, expenses, and income. In the case of joint ventures, the partners have rights to the net assets of the joint venture. IFRS 11 is applicable in fiscal years beginning on or after January 1, 2013. The impact of these new standards on MAGNAT's future consolidated financial statements is currently being assessed.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements General Information Responsibility statement Audit opinion Financial calendar
IFRS 12 " Disclosures of Interests in Other Entities"
IFRS 12 defines the required disclosures for companies which carry out their accounting in accordance with both of the new standards: IFRS 10 "Consolidated Financial Statements" and IFRS 11 "Joint Arrangements". In accordance with IFRS 12, companies must disclose information which allows the assessment as to the nature, risk, and financial impact related to investments in subsidiaries, associated companies, joint arrangements, or special purpose entities. Among others, the disclosures particularly include discretionary decisions and assumptions in determining the scope of consolidation. The new standard is to be applied for fiscal years beginning on or after January 1, 2013. The impact of IFRS 12 on MAGNAT's future consolidated financial statements is currently being assessed.
The IASB has issued a supplement to the transitional provisions in IFRS 10, IFRS 11 and IFRS 12. This supplement clarifies the date of the first application of the new standards. It specifies that when there are differing results when consolidating companies according to IFRS 10 and according to IAS 27/SIC 12, the immediately preceding comparable period must be adjusted. In addition, there are provisions as to differences in continuing values, to disclosures in the notes, and to companies which should or should not be consolidated according to IFRS 10 as well as IAS 12/SIC 12.
In IFRS 13 the term fair value is defined, a framework for measuring fair value is ascertained, and disclosures for the measurement at fair value are determined. IFRS 13 is applied when another IFRS requires or permits an assessment at fair value or requires disclosures as to the measurement at fair value, whereby exceptions are provided (e.g. IFRS 2 and IFRS 17). Fair value is defined as the price that would be achieved in the course of an orderly transaction between market participants on the day of an asset's sale or of a payment for the transfer of a liability. IFRS 13 standardises a so-called "Fair Value Hierarchy" which states that the input factors used in a valuation process are divided into three levels, describes valuation methods, and also standardises and expands the necessary disclosures in the notes. IFRS 13 is applicable for fiscal years beginning on or after January 1, 2013, whereby earlier adoption is permissible. The standard is to be applied prospectively. The impact of these new standards on MAGNAT's future consolidated financial statements is currently being assessed.
Through IFRIC 20, the accounting is regulated for stripping disposal costs which occur in the process of opencast mining of ore and minerals. The material won through the stripping activities can contain low concentrations of ore or minerals which are to be considered as generated inventory. In addition, the stripping disposal activities can provide better access to further raw material deposits which can be mined in the future. In any case, inventories or a long term assets are achieved through stripping disposal activities. The classification as a tangible or intangible asset is based on the existing asset to which this new long-term asset will be allocated to. The interpretation takes effect for fiscal years beginning on or after January 1, 2012. Early adoption is permissible. This new interpretation will have no impact on MAGNAT's consolidated financial statements.
As part of its annual "Improvements Project", the IASB will implement a large number of minor content-related and editorial amendments to various standards. Unless a standard explicitly states otherwise, these provisions are applicable for all fiscal years commencing after December 31, 2012.
On October 29, 2009, the Annual General Meeting of MAGNAT Real Estate AG (at that time MAGNAT Real Estate Opportunities GmbH & Co. KGaA) resolved the contribution of the interest in R-QUADRAT Immobilien GmbH (now known as MAGNAT Asset Management GmbH), Vienna, Austria, and its subsidiaries (to be referred to in future as "R-QUADRAT Group) by way of a capital increase in kind. The first-time consolidation of R-QUADRAT Group in MAGNAT's consolidated financial statements as of March 31, 2010, became effective on August 31, 2009.
In the consolidated financial statements of 2009/2010, the legal acquirer, MAGNAT Real Estate AG (formerly named MAGNAT Real Estate Opportunities GmbH & Co. KGaA), was also classified as the economic acquirer. However, from an economic standpoint, R-QUADRAT Immobilien GmbH (now named MAGNAT Asset Management GmbH), Vienna, Austria, must be regarded as the economic acquirer according to IFRS 3.21 (2004). Therefore, the consolidated financial statements must be prepared from the standpoint of the economic acquirer (reverse acquisition). In the context of the purchase price allocation, hidden reserves and hidden liabilities must be disclosed at the economically acquired company and not at the legally acquiring company. In fiscal year 2011/2012, the following adjustments according to IAS 8.42 were retroactively made:
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| General Information | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
There were atypical silent interests in one of MAGNAT Asset Management GmbH's subsidiaries. The share of losses of these atypical silent interests were recognised under other receivables in fiscal years 2009/2010 and 2010/2011. In fiscal year 2011/2012 and according to IAS 8.42, the following retroactive adjustments were made:
The share of losses of atypical silent interests which was initially reported under other receivables was recognised in profit and loss and therefore reduced the amount of other receivables.
The following is a description of the adjustments according to IAS 8.49 for the individual balance sheet items (amounts in EUR '000):
| in EUR '000 | As reported | Adjustment | Adjusted |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Intangible assets | 28,720 | -28,326 | 395 |
| Property, plant, and equipment | 99 | 0 | 99 |
| Investments accounted for using the equity method | 49,030 | -16,104 | 32,926 |
| Other financial assets | 163 | 0 | 163 |
| Loans to investments accounted for using the equity method | 6,545 | -4,924 | 1,621 |
| Deferred tax assets | 203 | 0 | 203 |
| Total non-current assets | 84,759 | -49,354 | 35,406 |
| Current assets | |||
| Real estate inventory | 63,666 | -30,575 | 33,091 |
| Trade accounts receivables and other receivables | 14,221 | -5,048 | 9,173 |
| Financial receivables and other financial assets | 4,902 | -1,486 | 3,416 |
| Tax refund claims | 332 | 0 | 332 |
| Cash and cash equivalents | 8,822 | 0 | 8,822 |
| Total current assets | 91,943 | -37,109 | 54,835 |
| Total assets | 176,702 | -86,462 | 90,240 |
MAGNAT at a glance Foreword of the Executive Board Group management report
Consolidated financial statements
General Information
Responsibility statement
Audit opinion
Financial calendar
| in EUR '000 | As reported | Adjustment | Adjusted |
|---|---|---|---|
| Shareholders' equity and liabilities | |||
| Shareholders' equity | |||
| Subscribed capital | 13,895 | 0 | 13,895 |
| Treasury shares | -28 | 28 | 0 |
| Reserves for treasury shares | 0 | -310 | -310 |
| Reserves | 86,934 | -75,766 | 11,167 |
| Equity attributable to parent company shareholders | 100,802 | -76,050 | 24,752 |
| Interest of non-controlling shareholders | 10,765 | -10,413 | 353 |
| Total shareholders' equity | 111,567 | -86,462 | 25,105 |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 380 | 0 | 380 |
| Non-current financial debt | 47,494 | 0 | 47,494 |
| Total non-current liabilities | 47,873 | 0 | 47,873 |
| Current liabilities | |||
| Provisions | 2,736 | 0 | 2,736 |
| Trade payables and other liabilities | 1,689 | 0 | 1,689 |
| Tax liabilities | 846 | 0 | 846 |
| Current financial debt | 11,990 | 0 | 11,990 |
| Total current liabilities | 17,262 | 0 | 17,261 |
| Total liabilities | 65,135 | 0 | 65,135 |
| Total equity and liabilities | 176,702 | -86,462 | 90,240 |
| in EUR '000 | As reported | Adjustment | Adjusted |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Intangible assets | 28,761 | -28,359 | 402 |
| Property, plant, and equipment | 99 | 0 | 99 |
| Investments accounted for using the equity method | 29,471 | -13,712 | 15,760 |
| Other financial assets | 119 | 0 | 119 |
| Loans to investments accounted for using the equity method | 3,948 | -3,925 | 23 |
| Other loans | 416 | 0 | 416 |
| Deferred tax assets | 181 | 0 | 181 |
| Total non-current assets | 62,995 | -45,996 | 17,000 |
| Current assets | |||
| Real estate inventory | 66,372 | -31,607 | 34,765 |
| Trade accounts receivables and other receivables | 8,502 | -2,309 | 6,194 |
| Financial receivables and other financial assets | 5,934 | -1,942 | 3,992 |
| Tax refund claims | 299 | 0 | 299 |
| Cash and cash equivalents | 5,320 | 0 | 5,320 |
| Total current assets | 86,428 | -35,858 | 50,570 |
| Total assets | 149,423 | -81,854 | 67,570 |
MAGNAT at a glance Foreword of the Executive Board Group management report
Consolidated financial statements
General Information
Responsibility statement
Audit opinion
Financial calendar
| in EUR '000 | As reported | Adjustment | Adjusted |
|---|---|---|---|
| Shareholders' equity and liabilities | |||
| Shareholders' equity | |||
| Subscribed capital | 13,895 | 0 | 13,895 |
| Treasury shares | -28 | 28 | 0 |
| Reserves for treasury shares | 0 | -310 | -310 |
| Reserves | 71,696 | -72,585 | -888 |
| Equity attributable to parent company shareholders | 85,563 | -72,866 | 12,697 |
| Interest of non-controlling shareholders | 8,865 | -8,987 | -122 |
| Total shareholders' equity | 94,428 | -81,853 | 12,575 |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 289 | 0 | 290 |
| Non-current financial debt | 39,248 | 0 | 39,248 |
| Total non-current liabilities | 39,537 | 0 | 39,537 |
| Current liabilities | |||
| Provisions | 1,760 | 0 | 1,760 |
| Trade payables and other liabilities | 2,326 | 0 | 2,326 |
| Tax liabilities | 225 | 0 | 225 |
| Current financial debt | 11,146 | 0 | 11,146 |
| Total current liabilities | 15,458 | 0 | 15,458 |
| Total liabilities | 54,995 | 0 | 54,995 |
| Total equity and liabilities | 149,423 | -81,854 | 67,570 |
| As reported Adjustment | Adjusted | ||
|---|---|---|---|
| Rental income | 6,952 | 0 | 6,952 |
| Operating expenses to generate rental income | -3,917 | 0 | -3,917 |
| Profit/loss on rental of real estate inventory | 3,036 | 0 | 3,036 |
| Revenue on sale of real estate | 6,047 | 0 | 6,047 |
| Expenses on real estate sales | -3,743 | 0 | -3,743 |
| Profit/loss on sale of real estate | 2,304 | 0 | 2,304 |
| Revenue on asset management | 1,255 | 0 | 1,255 |
| Expenses for asset management | -776 | 0 | -776 |
| Profit/loss on asset management | 479 | 0 | 479 |
| Profits from investments accounted for using the equity method | 0 | 0 | 0 |
| Losses from investments accounted for using the equity method | -5,374 | 10 | -5,364 |
| Unrealised fair value adjustments in equity investments | -5,794 | 3,669 | -2,125 |
| Profit/loss from investments accounted for using the equity method | -11,168 | 3,678 | -7,490 |
| Unrealised fair value adjustments in real estate inventory | -1,719 | 1,727 | 9 |
| Impairment of goodwill and receivables | -5,067 | 723 | -4,344 |
| Other operating income | 4,886 | 369 | 5,255 |
| Other operating income and other effects | -1,899 | 2,819 | 921 |
| General and administrative expenses | -7,361 | -7 | -7,367 |
| Other operating expenses | -1,289 | 0 | -1,289 |
| Profit/loss before interest and taxes | -15,898 | 6,490 | -9,407 |
| Financial income | 3,452 | -2,072 | 1,380 |
| Financial expenses | -2,613 | 0 | -2,613 |
| Financial result | 839 | -2,072 | -1,233 |
| Profit/loss before taxes | -15,059 | 4,418 | -10,640 |
| Income taxes | -133 | 0 | -133 |
| Net profit/loss for the period | -15,192 | 4,418 | -10,773 |
| Of which, attributable to: | |||
| Non-controlling interests | -1,909 | 1,426 | -483 |
| Parent company shareholders | -13,284 | 2,993 | -10,290 |
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements General Information
Responsibility statement
Audit opinion
Financial calendar
| As reported | Adjustment | Adjusted |
|---|---|---|
| -0.96 | 0.22 | -0.74 |
| -0.96 | 0.22 | -0.74 |
| As reported | Adjustment | Adjusted | |
|---|---|---|---|
| Net profit/loss for the period | -15,192 | 4,418 | -10,773 |
| Other profit/loss | |||
| Currency translation effects | -34 | 0 | -34 |
| Equity change arising from the equity method recognised financial assets |
-1,943 | 190 | -1,753 |
| Other profit/loss before tax | -1,976 | 190 | -1,787 |
| Tax relating to other comprehensive income | 29 | 0 | 29 |
| Other profit/loss after tax | -1,947 | 190 | -1,757 |
| Total comprehensive income | -17,139 | 4,608 | -12,530 |
| Of which, attributable to: | |||
| Non-controlling interests | -1,901 | 1,426 | -475 |
| Parent company shareholders | -15,238 | 3,183 | -12,055 |
| As reported | Adjustment | Adjusted | |
|---|---|---|---|
| Consolidated profit/loss before tax | -15,059 | 4,418 | -10,640 |
| Change in real estate inventory | 2,372 | 0 | 2,372 |
| Change in trade accounts receivable and other receivables | -1,842 | 7 | -1,836 |
| Change in income tax receivables | 33 | 0 | 33 |
| Change in financial receivables and other financial assets | -2,726 | 0 | -2,726 |
| Change in intangible assets | -88 | 0 | -88 |
| Change in provisions | 654 | 0 | 654 |
| Change in trade payables and other liabilities | -1,018 | 0 | -1,018 |
| Other non-cash items | 14,177 | -4,425 | 9,751 |
| Cash flow from operating activities | -3,497 | 0 | -3,497 |
| Payments for investments in property, plant, and equipment | -47 | 0 | -47 |
| Payments to acquire shares, and increase the capital reser ves at investments accounted for using the equity method and at other investments |
-132 | 0 | -132 |
| Payments for granting loans to investments accounted for using the equity method and to other investments |
-673 | 0 | -673 |
| Proceeds from the repayment of loans from investments accounted for using the equity method and from other investments |
866 | 0 | 866 |
| Cash flow from investing activities | 14 | 0 | 14 |
| Proceeds from the increase of financial debt | 10,199 | 0 | 10,199 |
| Repayment of financial debt | -10,214 | 0 | -10,214 |
| Cash flow from financing activities | -15 | 0 | -15 |
| Net change in cash and cash equivalents | -3,498 | 0 | -3,498 |
| Change due to currency translation | -4 | 0 | -4 |
| Cash and cash equivalents at the start of the period | 8,822 | 0 | 8,822 |
| Cash and cash equivalents at the end of the period | 5,320 | 0 | 5,320 |
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements General Information
Responsibility statement
Audit opinion
Financial calendar
| Subscri bed capital |
Tre asury shares |
Capital reserves |
Retaines earnings |
Reserves for treasury shares |
Currency translation |
Other reser ves |
Equity attributable to parent company shareholders |
Interests of non-controlling shareholders |
Total shareholders' equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| As at April 1, 2010 (as reported) |
13,895 | -28 | 98,181 | -4,456 | 0 | -7,389 | 599 | 100,802 | 10,765 | 111,567 |
| Adjustment | 0 | 28 | -90,726 | 6,473 | -310 | 9,140 | -656 | -76,050 | -10,413 | -86,462 |
| As at April 1, 2010 (adjusted) |
13,895 | 0 | 7,455 | 2,017 | -310 | 1,751 | -57 | 24,752 | 353 | 25,105 |
| Reported net income for the period | 0 | 0 | 0 | -13,284 | 0 | 0 | 0 | -13,284 | -1,909 | -15,192 |
| Adjusted net income for the period | 0 | 0 | 0 | -10,290 | 0 | 0 | 0 | -10,290 | -483 | -10,773 |
| As at March 31, 2011 (as reported) |
13,895 | -28 | 98,181 | -17,740 | 0 | -9,466 | 721 | 85,563 | 8,865 | 94,428 |
| Adjustment | 0 | 28 | -90,726 | 9,467 | -310 | 9,330 | -655 | -72,866 | -8,987 | -81,853 |
| As at March 31, 2011 (adjusted) |
13,895 | 0 | 7,455 | -8,273 | -310 | -136 | 66 | 12,697 | -122 | 12,575 |
When applying the accounting methods, the Company's management has made the following discretionary decisions. This applies in particular to the following items:
For the preparation of the consolidated financial statements according to IFRS, various items require making forward-looking assumptions. These assumptions may have a material impact on the carrying amounts of the assets and the liabilities as at the balance sheet date as well as the level of income and expenses in the reporting year. The most important forward-looking assumptions and other material sources of estimate uncertainties as of the closing date that could result in a considerable risk of significant adjustments to the carrying amounts of assets and liabilities in the next financial year are discussed below.
In fiscal year 2007/2008, the Company had recognised investment properties of the Group at fair value for the first time. Investment properties are held by an investment accounted for using the equity method, SQUADRA Immobilien GmbH & Co. KGaA, Frankfurt am Main, as well as by Hekuba S.à.r.l. (formerly named GAIA Real Estate Investments S.A.), Luxemburg, which is accounted for as available for sales. Their carrying amounts of the investment properties are based on valuation reports of renowned external independent experts and have been ascertained in accordance with international valuation standards. A valuation is made on the basis of discounted future free cash flows using the DCF method, or a comparison of market prices if they are available.
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| General Information | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
When calculating fair values, assumptions were made concerning rental trends, vacancies, sales reductions, maintenance costs, and discount rates. Due to their long-term nature, these assumptions are subject to uncertainties that can lead to both positive and negative valuation changes in the future.
Estimates of the net realisable value for the real estate inventory are based on the most reliable substantive indicators at the time when the estimates are made and take into consideration the amount expected to be received for the inventory. These estimates take into account price or cost changes directly related to transactions after the reporting period insofar as these transactions shed light on circumstances that already existed at the end of the reporting period. Estimates of net realisable value also take into account the purpose for which the real estate inventory is held. The determination of the net realisable value is based on different methods (discounted earnings method or comparative value method) and is carried out in valuation reports of renowned external independent experts in accordance with international valuation standards. The method chosen depends on the respective property. In the discounted earnings method, a discount rate of between 6.25% and 8.50% is generally applied for German real estate, and a residual life of between 49 and 52 years is used for the calculation. For one object in the Ukraine, a discount rate of 20% was applied in the discounted earnings method. Market discounts were applied in the comparative value method. The carrying amounts of the respective real estate inventory amounts to EUR 14,108 thousand. Of this amount, a total of EUR 2,957 thousand of real estate inventory has been valued according to the discounted earnings method. A change in the underlying market rent of +/-10% would lead to a fluctuation in the property value of around EUR +/- 580 thousand.
Deferred tax assets are recognised for all unutilised tax-loss carryforwards to the extent that it is likely that taxable income will be available so that the tax-loss carryforwards can be actually utilised. Deferred tax assets for tax-loss carryforwards were recognised in the amount of EUR 205 thousand (previous year: EUR 727 thousand). The determination of the amounts of the deferred tax assets depends mainly on the management's assessment, the amount and expected timing of future taxable income, and future tax structuring options. Based on these estimates, the amount of deferred tax assets recognised for the tax-loss carryforwards is reviewed on a yearly basis to conform to the current conditions. For further explanations, please see Note D.13.
The Group has entered into commercial property lease agreements on its real estate inventory in which it has been agreed that the Group is to retain all the significant risks and opportunities connected with their ownership, and consequently carries them as operating leases on its balance sheet. A significant estimation assumption relates to the assessment of the extent to which outstanding receivables arising from commercial lease agreements can be collected.
In addition to the Group's economic parent company, MAGNAT Asset Management GmbH, Vienna, Austria, (see explanation of IAS 8 under A.5.), the consolidated financial statements generally include all German and foreign subsidiaries. The subsidiaries, joint ventures, and associated companies which are accounted for using the equity method and included in the consolidated financial statements are listed below:
| Group company | Group share |
Formation/ acquisition date |
Acquisition cost EUR '000 |
||
|---|---|---|---|---|---|
| Shares held directly | |||||
| Germany | |||||
| MAGNAT Real Estate AG, Frankfurt am Main |
Subsidiary | acquired | 100.00% | 29/10/2009 | 21,160 |
| MAGNAT Asset Management Deutschland GmbH, Frankfurt am Main |
Subsidiary | acquired | 100.00% | 21/10/2008 | 25 |
| Ausland | |||||
| MAGNAT Capital Markets GmbH, Vienna, Austria |
Subsidiary | acquired | 100.00% | 05/05/2009 | 35 |
| MAGNAT Immobilien GmbH & Co. Schumanngasse 16 KG, Vienna, Austria |
Subsidiary | acquired | 100.00% | 06/08/2009 | 0 |
| R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG, Vienna, Austria |
Subsidiary | acquired | 99.00% | 27/07/2009 | 0 |
| MAGNAT Asset Management GmbH & Co. Kastnergasse 16 KG, Vienna, Austria |
Subsidiary | formed | 100.00% | 22/12/2009 | 3 |
| MAGNAT Immobilien GmbH & Co. Brünner Straße 261-263 KG, Vienna, Austria |
Subsidiary | formed | 100.00% | 02/11/2011 | 1 |
| MAGNAT Immobilien GmbH, Vienna, Austriah |
Subsidiary | formed | 100.00% | 23/02/2011 | 35 |
| MAGNAT Asset Management Ukraine Ltd., Kiev, Ukraine |
Subsidiary | formed | 100.00% | 05/05/2010 | 274 |
MAGNAT at a glance
Foreword of the Executive Board
Group management report
Consolidated financial statements
financial statements Scope of consolidation and consolidation methods
Audit opinion
Financial calendar
| Group company | Group share |
Formation/ acquisition date |
Acquisition cost EUR '000 |
||
|---|---|---|---|---|---|
| Shares held indirectly | |||||
| Germany | |||||
| Erste MAGNAT Immobiliengesellschaft mbH, Frankfurt am Main |
Subsidiary | acquired | 99.64% 2) | 29/10/2009 | N/A4) |
| Zweite MAGNAT Immobiliengesellschaft mbH, Frankfurt am Main |
Subsidiary | acquired | 99.64% 2) | 29/10/2009 | N/A4) |
| Dritte MAGNAT Immobiliengesellschaft mbH, Frankfurt am Main |
Subsidiary | acquired | 99.64% 2) | 29/10/2009 | N/A4) |
| Vierte MAGNAT Immobiliengesellschaft mbH, Frankfurt am Main |
Subsidiary | acquired | 99.64% 2) | 29/10/2009 | N/A4) |
| Fünfte MAGNAT Immobiliengesellschaft mbH, Frankfurt am Main |
Subsidiary | acquired | 99.64% 2) | 29/10/2009 | N/A4) |
| SQUADRA Immobilien GmbH & Co. KGaA, Frankfurt am Main |
Associated company |
acquired | 16.13% 1) | 29/10/2009 | N/A4) |
| Group company | Group share |
Formation/ acquisition date |
Acquisition cost EUR '000 |
||
|---|---|---|---|---|---|
| Other countries | |||||
| MAGNAT Investment I B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 99.64%1) | 29/10/2009 | N/A4) |
| MAGNAT Investment IV B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 100.00%1) | 29/10/2009 | N/A4) |
| R-QUADRAT Polska Alpha Sp. z o.o., Warsaw, Poland |
Joint venture | acquired | 50.00%1) | 29/10/2009 | N/A4) |
| Hekuba S.à.r.l., Luxemburg, Luxemburg |
Joint venture | acquired | 32.44%1) | 29/10/2009 | N/A4) |
| Russian Land AG, Vienna, Austria |
Associated company | acquired | 40.34%1) | 29/10/2009 | N/A4) |
| Lumpsum Eastern European Participations C.V., Osterhout, The Netherlands |
Subsidiary | formed | 94.00%1) | 29/01/2012 | N/A4) |
| MAGNAT Real Estate UA III B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| MAGNAT Real Estate UA VI B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| MAGNAT Real Estate UA X B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| MAGNAT Real Estate UA XI B.V., Hardinxveld Giessendam, The Netherlands |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
MAGNAT at a glance
Foreword of the Executive Board
Group management report
Consolidated financial statements
financial statements Scope of consolidation and
consolidation methods
Audit opinion
Financial calendar
| Group company | Group share |
Formation/ acquisition date |
Acquisition cost EUR '000 |
||
|---|---|---|---|---|---|
| Other countries | |||||
| SC TEO Impex Consulting International s.r.l., Bucharest, Romania |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| SC VICTORY Consulting International s.r.l, Bucharest, Romania |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| R-Quadrat Bulgaria EOOD, Sofia, Bulgaria |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| OXELTON ENTERPRISES Limited, Limassol, Cyprus |
Joint venture | acquired | 59.78%2) | 29/02/2012 | N/A4) |
| Irao MAGNAT Digomi LLC, Tbilisi, Georgia |
Subsidiary | acquired | 74.73%2) | 29/10/2009 | N/A4) |
| Irao MAGNAT 28/2 LLC, Tbilisi, Georgia |
Joint venture | acquired | 49.82%2) | 29/10/2009 | N/A4) |
| MAGNAT Tbilisi Office 1 LLC, Tbilisi, Georgia |
Subsidiary | acquired | 99.64%2) | 29/10/2009 | N/A4) |
| IRAO Magnat Gudiashvili LLC, Tbilisi, Georgia |
Joint venture | formed | 50.00%3) | 04/04/2011 | N/A4) |
| Forum-2000 Ltd., Kiev, Ukraine | Joint venture | acquired | 50.00% | 29/02/2012 | N/A4) |
| Kappatrade Ltd., Kiev, Ukraine | Subsidiary | acquired | 99.64%2) | 19/10/2010 | N/A4) |
| Polartrade Ltd., Kiev, Ukraine | Subsidiary | acquired | 99.64%2) | 19/10/2010 | N/A4) |
1) Interests are held indirectly through MAGNAT Real Estate AG, Frankfurt am Main.
2) Interests are held indirectly through MAGNAT Investment I B.V., Hardinxveld Giessendam, The Netherlands, and the Lumpsum Eastern European Participations C.V., Osterhout, The Netherlands.
3) Interests are held indirectly through MAGNAT Investment IV B.V., Hardinxveld Giessendam, The Netherlands.
4) No disclosure because the companies in question were acquired indirectly as part of the reverse acquisition.
Despite the percentage interest of less than 20%, SQUADRA Immobilien GmbH & Co. KGaA was classified as an associated company in the MAGNAT Group since the management bodies, as well as, in part, the Supervisory Board of MAGNAT Real Estate AG, and of SQUADRA Immobilien GmbH & Co. KgaA, are composed of the same individuals.
Hekuba S.à.r.l. (formerly named GAIA Real Estate Investments S.A.), Luxemburg and OXELTON ENTERPRISES Limited, Cyprus, were classified as joint ventures because, in accordance with agreements under the Articles of Association, strategic financial and business policies connected with business activities can be determined only by all partner companies jointly.
In the fiscal year under review, the scope of fully consolidated companies was expanded by the following companies:
| in EUR '000 | Net income for the period included in the consolidated financial statements |
|---|---|
| Magnat Tbilisi Office 1 LLC, Georgien | -1 |
| Lumpsum Eastern European Participations C.V., The Netherlands | -2 |
| MAGNAT Immobilien GmbH & Co. Brünner Straße KG, Austria | -21 |
As part of an acquisition of the minority interests of the former co-investor R-QUADRAT Capital Beta GmbH, Vienna, Austria, the interest of this non-controlling shareholder in MAGNAT Investment I B.V. was completely acquired. The consideration for the further interests in MAGNAT Investment I B.V. amounted to EUR 3,019 thousand at the time of the acquisition and was paid in cash. At the same time, a further 50% interest in the former joint venture, MAGNAT Investment II B.V, was acquired from R-QUADRAT Capital Beta GmbH for strategic reasons. Since the acquisition of the interest in MAGNAT Investment II B.V.'s did not constitute operations as defined by IFRS 3, no business combination in accordance with the regulatory realm of IFRS 3 took place. The individual identifiable assets and liabilities were identified and recognised on the date of the acquisition. Following this acquisition on February 29, 2012, the Group holds a 100% interests in MAGNAT Investment II B.V. and its subsidiaries. At the time of acquisition of the further interests from R-QUADRAT Capital Beta GmbH, the interest in MAGNAT Investment II B.V. had been recognised at EUR 0 and had been accounted for using the equity method until that point. The consideration for the further interests in MAGNAT Investment II B.V. at the time of the acquisition amounted to EUR 724 thousand and was paid in cash. Different projects are listed under MAGNAT Investment II B.V. The Chmelnitzky project is a wholesale centre located on a main traffic axis in the urban area of the Ukrainian city Chmelnitzky. The Ukrainian Vitaly project is a property with single-family homes.
The Lumpsum Eastern European Participations C.V., The Netherlands and the MAGNAT Immobilien GmbH & Co. Brünner Straße 261-263 KG were formed. MAGNAT's Tbilisi Office 1 LLC, Georgia was included in these consolidated financial statements as a fully consolidated company due the no longer minor importance for the Group.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Scope of consolidation and consolidation methods Responsibility statement
Audit opinion Financial calendar
As at the acquisition date, the acquired assets and liabilities from MAGNAT Investment II B.V. were recognised as follows:
| in EUR '000 | Amounts recognised as at the acquisition date |
|---|---|
| Assets | |
| Non-current assets | |
| Intangible assets | 0 |
| Property, plant, and equipment | 1 |
| Other loans | 104 |
| Deferred tax assets | 464 |
| 569 | |
| Current assets | |
| Real estate inventory | 1,734 |
| Trade accounts receivables and other receivables | 1,677 |
| Financial receivables and other financial assets | 489 |
| Cash and cash equivalents | 102 |
| 4,002 | |
| Assets available for sales in investments accounted for using the equity method | 270 |
| Total assets | 4,841 |
| Liabilities | |
| Provisions | 9 |
| Trade payables and other liabilities | 283 |
| Tax liabilities | 65 |
| Financial debt | 3,760 |
| 4,117 | |
| Total liabilities | 4,117 |
The fair value of the acquired receivables amounts to EUR 1,677 thousand. The gross amount of the acquired receivables was equivalent to the carrying amounts as at the acquisition date. The receivables were recognised as collectable in full as at the acquisition date.
The following companies were disposed of in the course of the fiscal year:
| Date of disposal | Proceeds from disposal in EUR '000 |
|
|---|---|---|
| SQUADRA Management GmbH, Frankfurt am Main | 31/03/2012 | 60 |
| MAGNAT Asset Management GmbH & Co. Rennweg 73 KG, Vienna, Austria |
17/02/2012 | 850 |
Summarised financial information on the disposed companies (values in EUR '000):
| SQUADRA Management GmbH |
MAGNAT Asset Management GmbH & Co. Rennweg 73 KG |
|
|---|---|---|
| Aggregated assets | 115 | 1,365 |
| Of which cash and cash equivalents | 27 | 7 |
| Aggregated liabilities | 93 | 1,084 |
The consolidated financial statements comprise the financial statements of MAGNAT Asset Management GmbH and its subsidiaries as of March 31 of each fiscal year. The financial statements and interim financial statements of the subsidiaries are prepared by applying uniform accounting methods on the same balance sheet date as that of the parent company.
Capital is consolidated applying the purchase method by offsetting the acquisition costs of the interests with the proportional re-valued equity of the subsidiaries at the acquisition date. On first-time consolidation, the conditions prevailing on the date when the interests are acquired in the consolidated subsidiary are generally taken into consideration. Any resulting differences are allocated to the assets and liabilities insofar as there fair values differ from the carrying amounts shown in the financial statements.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Scope of consolidation and consolidation methods Responsibility statement
Audit opinion Financial calendar
Hidden reserves that are disclosed are amortised as part of subsequent consolidation in line with the corresponding assets and liabilities. Where non-controlling shareholders hold an interest in the subsidiary's equity on the balance sheet date, this item is allocated to non-controlling interests.
Transactions through which the share of interest in a subsidiary changes without giving up control over the subsidiary are accounted for as income neutral equity transactions.
Intragroup revenue, expenses and income, and all receivables and liabilities between consolidated companies are eliminated.
Associated companies and joint ventures are consolidated in the Group using the equity method.
The reporting currency is the euro. Where figures have been rounded to EUR '000, this has been stated. Rounding discrepancies may occur as a result of rounding.
The functional currency concept is applied for consolidated companies whose financial statements are prepared in foreign currencies. Pursuant to IAS 21 (The Effects of Changes in Foreign Exchange Rates), assets and liabilities denominated in foreign currencies are translated into the euro reporting currency at the rate prevailing on the balance sheet date, and expenses and income are translated on the basis of year-average exchange rates.
For subsidiaries and companies accounted for using the equity method that prepare their financial statements in foreign currencies, the functional currency is determined on the basis of the economic environment in which the respective company operates.
In the Ukraine, for example, transactions are generally permitted only in the national currency. The currency in which most of the revenues and costs are processed is the national currency. The companies operate largely independently on the local market.
In the period under review, the financial statements of some companies accounted for using the equity method were not prepared in the reporting currency euro. Insofar as companies accounted for using the equity method were included in the consolidated financial statements, the proportional equity was translated into the reporting currency applying the functional currency concept. Proportional profits/losses were translated at year-average rates.
Currency translation differences are recognised in other comprehensive income and amounted to EUR -2,186 thousand (previous year: EUR -60 thousand), of which EUR -12 thousand (previous year: EUR 77 thousand) were attributable to non-controlling interests.
The consolidated financial statements were prepared on the assumption of a going concern. In the opinion of the Executive Board, there is no intention or need to discontinue the business activity. The following assumptions were discussed in detail by the Company's governing bodies:
Assets and liabilities are presented according to their terms (due in more than/less than one year). Deferred taxes are generally reported as non-current.
The statement of income was prepared according to the recommendations of the European Public Real Estate (EPRA) as of August 2011.
Assets are generally measured at the cost of acquisition or production. The assets and liabilities identified from MAGNAT Investment II B.V. were recognised at fair value as at the acquisition date. The subsequent measurement of these assets and liabilities will be carried out according to the following accounting policies.
Intangible assets include goodwill in an amount of EUR 10 thousand (previous year: EUR 377 thousand).
Goodwill arises from business combinations or acquisitions. It represents the difference between the acquisition costs and the proportional and corresponding net present value of the identifiable assets, liabilities and certain contingent liabilities. Pursuant to IAS 36, scheduled amortisation is not applied to goodwill.
An impairment test is carried out at least once a year in accordance with IAS 36, as part of providing the mandatory evidence as to the recoverability of the recognised carrying amount (impairment-only approach). This scheduled impairment test is conducted in the fourth quarter of the fiscal year on the basis of nine months figures. If there are indications for impairment then further reviews must be conducted irrespective of the
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Accounting policies Responsibility statement Audit opinion
Financial calendar
mandatory annual impairment test. The impairment test is performed by comparing the recoverable amount of each cash-generating unit (CGU) with its recognised carrying amount.
Other intangible assets include acquired software and other purchased intangible assets, which are amortised on a straight-line basis over a period of three to four years in line with their useful economic life.
Property, plant, and equipment are recognised at cost less scheduled straight-line depreciation.
Assets within the meaning of IAS 36.1 are tested for impairment if circumstances or changes to circumstances suggest that their carrying amount may no longer be recoverable. An impairment charge is recognised in profit or loss if the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of either the asset's net realisable value or its value in use. Net realisable value is the amount achievable when an asset is sold on normal market terms, less selling costs. Value in use is the present value of estimated future cash flows expected from the continued utilisation of an asset and its disposal at the end of its useful life. The recoverable amount is calculated for each asset individually, or, if this not possible, for the cash-generating unit to which the asset belongs.
A reversal of impairment charges of previously impaired assets is mandatory if the reason for the impairment charge no longer exists. The only exception to this regulation is an impairment charge applied to goodwill, where reversals of impairment charges are expressly prohibited.
Financial assets and financial liabilities are classified on initial recognition in line with the categories of IAS 39. The Company primarily carries financial instruments at amortised cost in the "loans and receivables" and "financial liabilities" categories. Financial assets and financial liabilities are initially recognised in the balance sheet when a group company becomes a party to the contractual provisions of the instrument. The initial recognition of a financial instrument is carried out at fair value, including possible transaction costs.
"Loans and receivables" contain non-derivative financial assets with fixed or determinable payments that are not listed on an active market. Subsequent measurement is at amortised cost. If there is objective evidence that such an asset is impaired, an impairment loss is recognized in profit or loss. Subsequent reversals of impairment losses are recognised in profit or loss up to the level of amortised cost of the asset that would have resulted without impairment.
Non- and low-interest-bearing non-current receivables are carried at present value. At MAGNAT, this category contains loans to investments accounted for through application of the equity method, trade accounts receivables, other receivables, as well as financial receivables. Certain trade receivables and other receivables (tax) do not comprise financial instruments.
"Financial assets and financial liabilities measured at fair value through profit or loss" may comprise both primary and derivative financial instruments. Items in this category are subsequently measured at fair value. Gains and losses on financial instruments of this measurement category are to be recognised directly in profit or loss. The allocation to the measurement category "held for trading" only contains derivatives, which are currently not held by MAGNAT.
"Other financial liabilities" comprise non-derivative financial liabilities that are subsequently measured at amortised cost. Differences between the amount received and the expected repayment amount are recorded over the term in the profit or loss. MAGNAT allocates financial debt, trade payables and other liabilities to this category.
Loans to investments accounted for using the equity method, loans, trade accounts receivables, and other receivables (with the exception of receivables arising from income tax and value added tax), as well as financial receivables, are allocated to the "loans and receivables" category. These are initially measured at fair value including possible transaction costs. Subsequently, they are measured at amortised cost applying the effective interest method. Default risks are reflected through impairments. Non-interest-bearing and low-interest receivables are recognised at their present value.
Interests in affiliated companies and associated companies, which are neither fully consolidated nor consolidated using the equity method due to their minor significance, are recognised pursuant to IAS 27, IAS 28 and IAS 31.
The Company does not currently apply hedge accounting since the IAS 39 preconditions do not apply. The Company does not utilise the option to designate financial assets or liabilities upon initial recognition as at fair value through profit or loss.
The Company derecognises a financial asset if it has expired due to payment or the payment is no longer anticipated. If a financial asset is transferred, the asset is derecognised when the contractual right to receive the cash flows of this asset is transferred. Financial liabilities are derecognised if these are redeemed, i.e. if the contractual obligations have been settled, waived, or have expired.
On each balance sheet date, the Group determines whether a financial asset or a group of financial assets is impaired.
If there are objective indications that an impairment of loans and receivables carried at amortised cost has occurred, the amount of the impairment is assessed as the difference between the carrying amount of the asset and the present value of the expected future cash flows (with the exception of expected future loan defaults that have not yet occurred), discounted applying the original effective interest rate of the financial assets (in other words, the effective interest rate calculated upon initial recognition).
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Accounting policies |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The asset's carrying amount is reduced utilising the valuation adjustment account. The impairment loss is recognised in profit and loss.
It is first determined whether there is an objective indication of impairment to financial assets which are considered to be significant individually, and to financial assets which are not considered to be significant, individually or collectively. If the Group determines that no objective indication of impairment exists for an individually tested financial asset, whether significant or not, it assigns the assets to a group of financial assets with similar default risk characteristics and collectively tests them for impairment. Assets that are tested individually for impairment and for which an impairment loss is reported are not included in the collective impairment assessment.
If the amount of impairment loss decreases in one of the subsequent reporting periods and the decrease can be related objectively to a circumstance arising after the impairment was recognised, the previously recorded impairment loss is reversed. The amount of the reversal is limited to the amortised cost at the date of the reversal. The reversal is recognised through profit and loss in the "loans and receivables" category. If for trade accounts receivable there are objective indications (such as probability of insolvency or significant financial difficulties on the part of the debtor) that not all amounts due under the original payment terms will be collected, an impairment charge is applied using a valuation adjustment account. The amounts in valuation adjustment account are derecognised against the carrying amounts of the impaired financial asset if they are classified as uncollectible.
Net gains and losses from loans and receivables primarily comprise interest income. In addition, they also comprise the corresponding impairments and impairment reversals on these financial assets as well as gains and losses from currency translation. Net gains and losses from financial liabilities include gains and losses from currency translation next to interest expenses..
Interests in companies where MAGNAT can exert significant influence, but does not possess control, are recognised applying the equity method pursuant to IAS 28. Interests in joint ventures are also recognised applying the equity method pursuant to IAS 31. Interests in investments accounted for using the equity method are initially recognised at cost.
The difference between cost and the proportionate share of equity represents goodwill. The carrying amount of the interest subsequently increases or decreases in line with the owner's interest in the net profit for the period (including currency translation) of the investments accounted for using the equity method. The equity method is no longer applied if the significant influence ends, or if the company is no longer classified as an associated company or joint venture. If simultaneously financial assets due from investments accounted for using the equity method exist, for which settlement is neither planned nor likely, then these financial assets are allocated, in substance, to the net investment in the investments accounted for using the equity method.
After applying the equity method, the Group determines whether an additional impairment is required for the Group's interest in the investments accounted for using the equity method. On each balance sheet date, the Group determines the extent to which there are objective indications that an interest in an investments accounted for using the equity method has been impaired. If this is the case, a positive difference between the carrying amount and the recoverable amount (the higher of either value in use and fair value less costs to sell) is reported through the profit and loss as an impairment charge. If the reasons for previously recognised impairment losses no longer exist, such impairment losses are reversed accordingly.
In fiscal year 2007/2008, the Company had recognised investment properties of the Group at fair value for the first time. Investment properties are held by an investment accounted for using the equity method, SQUADRA Immobilien GmbH & Co. KGaA, Frankfurt am Main, as well as by Hekuba S.à.r.l., Luxemburg, which is accounted for as available for sales. Their carrying amounts were calculated on the basis of a valuation report by an independent external expert. When calculating fair values, assumptions were made concerning rental trends, vacancies, sales reductions, maintenance costs, and discount rates. Due to their long-term nature, these valuation assumptions are subject to uncertainties that can lead to both positive and negative valuation changes in the future.
Real estate inventory is recognised pursuant to IAS 2 (see note A.6). Real estate inventory is recognised at the lower of acquisition or production cost and net realisable value. Net realisable value is the estimated sales proceeds achievable in the normal course of business, less the estimated costs until completion, and estimated sales costs. Acquisition or production costs include general overhead costs attributable to the production process along with directly attributable specific costs.
The net realisable value is re-determined in each subsequent period. If the circumstances that previously led to an impairment of the property's value to a level below its acquisition or production cost no longer exist, or if, due to a change in economic circumstances, there is a substantive indication of an increase in the net realisable value, the amount of the impairment is reversed insofar as the new carrying amount equals the lower of acquisition or production cost or adjusted net realisable value (in other words, the reversal is limited to the amount of the original impairment).
For example, this is the case when properties, recognised at net realisable value due to a decline in their selling price, remain in the portfolio and in subsequent periods their selling price rises again.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Accounting policies Responsibility statement Audit opinion Financial calendar
Actual tax assets and liabilities for the past period are measured as the amount expected to be recovered from, or paid to, the taxation authorities. The amounts are calculated on the basis of the tax rate and tax laws applicable on the balance sheet date.
Deferred taxes are recognised using the liability method for temporary differences as of the balance sheet date between the carrying amount of an asset or liability in the consolidated balance sheet and its tax valuation. Deferred tax liabilities are recognised for all taxable temporary differences with the exception of deferred tax liabilities arising from taxable temporary differences connected with interests in subsidiaries, associated companies, and joint ventures, if the timing of the reversal of the temporary differences can be controlled, and it is likely that the temporary differences will not be reversed in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, as yet unutilised tax-loss carryforwards, and unutilised tax credits, to the extent that it is likely that taxable income will be available against which the deductible temporary differences, unutilised tax-loss carryforwards, and unutilised tax credits can be offset, with the exception of:
The carrying amount of deferred tax assets is reviewed at each balance sheet date, and reduced insofar as it is no longer likely that sufficient taxable income will be available against which at least part of the deferred tax asset can be offset. Unrecognised deferred tax assets are reviewed at each balance sheet date, and recognised insofar as it has become likely that future taxable earnings will allow the deferred tax assets to be realised.
Deferred tax assets and liabilities are measured applying the tax rates expected to be valid in the period in which the asset is realised or the liability is satisfied. The amounts are calculated on the basis of the tax rates (and tax laws) applicable on the balance sheet date. The subsidiaries' deferred tax assets and liabilities are calculated using the tax rates of the respective country.
Deferred tax relating to items that are reported directly in equity is not reported in profit and loss, but instead in the statement of comprehensive income. Deferred tax assets and liabilities are offset against each other if the Group has an enforceable right to offset current tax assets against current tax liabilities, and these assets and liabilities relate to income taxes levied by the same taxation authority against the same taxable entity.
Revenues, expenses, and asset are reported after deducting the value added tax with the exception of the following instances:
If the value added tax incurred on the purchase of assets or services cannot be recovered from the taxation authorities, the value added tax is recognised as part of the asset's acquisition or production cost, or as part of the expense item.
Receivables and liabilities are recognised with the value added tax included.
The amount of value added tax recovered from, or paid to, the taxation authority is recognised in the consolidated balance sheet under receivables and liabilities respectively.
Cash and cash equivalents comprise cash and demand deposits recognised at their nominal amount. Cash and cash equivalents denominated in foreign currencies are translated at the rate prevailing on the reporting date..
Interests in investments accounted for using the equity method are classified as available for sales if the carrying amount can be largely realised by sale and the sale is highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell. The assets acquired from MAGNAT Investment II B.V. have been recognised at fair value less costs to sell upon initial recognition. Under the assumption that the disposal takes place within one year, the disposal costs have not been recognised at their present value. Impairments in subsequent measurements will be recognised in profit and loss. A subsequent rise in the fair value is to be recognised as a gain to the maximum extent of the previous impairment.
Following initial recognition, liabilities are measured at amortised cost.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Accounting policies Responsibility statement
Audit opinion Financial calendar
Upon initial recognition, financial debt is recognised at fair value taking into account all transaction costs directly incurred and attributable in this connection, as well as any discounts. Transaction costs and discounts are amortised in subsequent periods applying the effective interest method. Financial debt is then recognised at amortised cost. Financial debt is derecognised if it has been redeemed or has finally expired.
During the fiscal year, provisions are recognised for obligations to third parties for which it is likely that there will be an outflow of resources. Provisions for obligations for which there will prospectively not yet be a burden on assets in the subsequent year are recognised in the amount of the present value of the expected outflow of assets. The valuation of provisions is reviewed on each balance sheet date.
Interests of non-controlling shareholders in net assets were recognised, and are reported separately from the parent company shareholders' interests in the Group equity. Interests of non-controlling shareholders in the net assets are composed of the amount of the interests of non-controlling shareholders as of the balance sheet of the previous year, and the interests of non-controlling shareholders in the equity changes in the year under review.
Determining whether an agreement comprises a lease, or contains a lease, is performed on the basis of the economic contents of the agreements at their start based on an assessment as to whether the satisfaction of the agreement depends on the utilisation of a particular asset, and whether the agreement transfers a right to utilise the asset.
A further assessment as to whether an agreement contains a lease is performed after the start of a lease only if one of the following conditions has been satisfied:
Leases where not essentially all of the opportunities and risks connected with ownership are transferred by the Group to the lessee are classified as operating leases. Initial direct costs incurred in negotiating and entering into an operating lease are added to the carrying amount of the leased asset, and recognised as an expense over the lease term in line with the rental income. Contingent rental payments are recognised as income in the period in which they are generated.
Rental agreements concluded by the Group in connection with residential properties reported under real estate inventory do not represent leases within the meaning of IAS 17, because these lease agreements do not usually cover a fixed term, but are concluded for an indefinite period. Lessees may terminate the agreement within the legal notice periods. Please also refer to the remarks under E.7.2 and those concerning revenue recognition. The carrying amounts of residential properties reported under real estate inventory amounted to EUR 0 thousand (previous year: EUR 16,703 thousand). In the period under review, an amount of EUR 2,917 thousand (previous year: EUR 3,639 thousand) was generated as net rent, and an amount of EUR 1,579 thousand (previous year: EUR 2,197 thousand) was generated as proceeds from ancillary rental costs. The respective considerations are reported in the statement of income under the rental income item, and are reported as revenue on a periodic basis in line with the terms of the underlying rental agreements.
Lease payments for operating leases are expensed through the statement of income on a straight-line basis over the term of the lease agreement.
Revenues comprise proceeds from the sale of real estate companies, proceeds from the sale of real estate, proceeds from asset management, net rent and incidental rental expenses. Net rent and incidental rental expenses are reported as rental income in the consolidated statement of income. Revenues are reported on an accrual basis in accordance with the terms of the underlying contract, and when it is likely that the company will receive the economic benefit from the transaction. However, if there is doubt concerning the collectability of an amount that has already been recognised as revenues, the uncollectible or doubtful amount is expensed, and is not offset against revenues.
Revenue is recognised on sales transactions if
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated statement of income
Responsibility statement
Audit opinion
Financial calendar
The profit/loss from Asset Management includes revenues from asset management mandates from non-Group companies. The corresponding expenses are allocated accordingly. The costs related to inter-company asset management mandates are included under general administrative expenses.
Consolidated rental income is composed as follows:
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Net | 3,710 | 4,518 |
| Proceeds from incidental rental expenses | 1,796 | 2,434 |
| 5,506 | 6,952 | |
Rental income arises from the renting of land with commercial and residential buildings.
In the reporting year, operating expenses to generate rental income amounted to EUR 3,134 thousand (previous year: EUR 3,917 thousand). Operating expenses of EUR 1,796 thousand (previous year: EUR 2,434 thousand) are allocable, and can be passed on to tenants. Operating expenses of EUR 1,338 thousand (previous year: EUR 1,483 thousand) are not allocable.
In the reporting period, the Group had disposed of MAGNAT Asset Management GmbH & Co. Rennweg 73 KG.
In the reporting period, the Group had mainly sold properties located in Germany. The revenues amounted to EUR 32,723 thousand (previous year: EUR 6,047 thousand) and the expenses related to the disposals were EUR 16,999 thousand (previous year: EUR 3,743 thousand). In the fiscal year, the following subsidiaries contributed to the profit/loss on sale of real estate: Zweite MAGNAT Immobiliengesellschaft mbH, Dritte MAGNAT Immobiliengesellschaft mbH, and Vierte MAGNAT Immobiliengesellschaft mbH in Germany as well as MAGNAT Asset Management GmbH & Co. Kastnergasse 16 KG and MAGNAT Immobilien GmbH & Co. Schumanngasse 16 KG in Austria.
During the reporting period, the Group had achieved revenues of EUR 716 thousand (previous year: EUR 1,255 thousand) from the asset management of properties for third parties. The expenses allocated to this segment were mainly comprised of personnel costs and other expenses (of the group companies MAGNAT Asset Management GmbH and MAGNAT Asset Management Germany GmbH) amounting to EUR 200 thousand (previous year: EUR 776 thousand).
Profits from investments accounted for using the equity method in an amount of EUR 8,896 thousand (previous year: EUR 0 thousand) primarily include profits achieved from a settlement from the sale of JJW Hotel Palais Schwarzenberg Betriebsgesellschaft mbH and profits from Hekuba S.à.r.l.
Losses from investments accounted for using the equity method in an amount of EUR 2,277 thousand) previous year: EUR 5,364 thousand) primarily include the results of MAGNAT Investment II B.V. up to February 29, 2012 (EUR 1,395 thousand; previous year: EUR 6 thousand), as well as the results of R-QUADRAT Polska Alpha Sp. z o.o. (EUR 360 thousand; previous year EUR 2,510 thousand).
Unrealised fair value adjustments in equity investments comprises recognised impairment losses on the carrying amounts of investments accounted for using the equity method as well as the proportionate results of these companies based on the market value changes of their real estate inventory. This primarily consists of an impairment of EUR 2,491 thousand (previous year: EUR 0 thousand) of OXELTON ENTERPRISES Limited. In the prior year, this position had included an amount of EUR 1,348 thousand in impairments on the value of JJW Hotel Palais Schwarzenberg Betriebsgesellschaft mbH. The recoverable amount underlying these impairment charges reflects the higher of fair value less cost to sell, and value in use. The impairment charge applied to OXELTON ENTERPRISES Limited results from fair value less cost to sell. In order to calculate the fair value, a value assessment was performed on the Peremogi project, which is held by a subsidiary of OXELTON ENTERPRISES. The estimation of the market value of this project is based on the residual value method. As part of the residual value method, the property's market value after completion was first calculated using the discounted earnings method. All costs required for the realisation of the construction measures, and other costs arising in connection with the project development, were then deducted. In determining the capitalised income value, a net initial discount rate of 10% was applied. In addition to the impairment charge, proportionate negative fair value adjustments on real estate inventory of EUR 301 thousand (EUR 777 thousand) are also included.
MAGNAT's interest in the transferred profit or loss in investments accounted for using the equity method is listed under E.1.3 and E.3.
Proportionate accumulated losses at two companies accounted for using the equity method, R-QUADRAT Polska Alpha Sp. z o.o. and Irao MAGNAT 28/2 LLC were not recognised in an amount of EUR 2,453 thousand and EUR 297 thousand respectively, of which EUR 2,453 thousand (R-QUADRAT Polska Alpha Sp. z o.o.) and EUR 30 thousand (Irao MAGNAT 28/2 LLC) had occurred in the current period. Both companies share of losses exceed the value of the investment and therefore there no further losses will be recorded.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated statement of income Responsibility statement Audit opinion
Financial calendar
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 adjusted |
|---|---|---|
| Profits from unrealised fair value adjustments in real estate inventory |
101 | 26 |
| Losses from unrealised fair value adjustments | -3,617 | -17 |
| in real estate inventory | -3,516 | 9 |
Profits and losses from unrealised fair value adjustments in real estate inventory include effects that are due to the valuation based on assessment of market values.
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 adjusted |
|---|---|---|
| Impairment of goodwill | 391 | 84 |
| Impairment of receivables | 584 | 4,260 |
| 975 | 4,344 |
Impairment of receivables is composed as follows:
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Trade accounts receivables and other receivables | 539 | 1,315 |
| Financial receivables and other financial assets | 45 | 2,945 |
| 584 | 4,260 |
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Realisation of currency exchange rate differences previously directly recognised in equity |
838 | 0 |
| Reversal of impairment losses on receivables | 745 | 0 |
| Gains from foreign currency differences | 595 | 51 |
| Gains arising from the consolidation of liabilities | 553 | 14 |
| Income from expenses passed on | 409 | 982 |
| Management fees | 106 | 117 |
| Income from the release of provisions | 0 | 1,630 |
| Other income from rental | 42 | 86 |
| Insurance compensation | 41 | 76 |
| Closing warranties (co-proprietors' building schemes) | 0 | 1,413 |
| Broking commissions | 0 | 325 |
| Other | 347 | 561 |
| 3,676 | 5,255 |
The realisation of currency exchange rate differences previously directly recognised in equity of EUR 838 thousand resulted from the discharge of MAGNAT Investment II B.V. (see the corresponding explanation under B.1).
The income expenses passed on are related to the offsetting of asset management fees to companies accounted for using the equity method.
Income from management fees includes compensation for the assumption of activity as a general partner of a subsidiary for companies accounted for using the equity method.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated statement of income Responsibility statement
Audit opinion Financial calendar
| 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|
| 2,953 | 3,749 |
| 1,275 | 1,804 |
| 1,029 | 495 |
| 256 | 827 |
| 56 | 110 |
| 0 | 100 |
| 0 | 233 |
| 87 | 49 |
| 5,656 | 7,367 |
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Non-deductible input taxes | 581 | 490 |
| Legal and consulting fees | 106 | 31 |
| Losses from foreign currency differences | 67 | 216 |
| Expenses for Annual General Meeting and investor relations |
60 | 56 |
| Insurance fees | 35 | 36 |
| Fees and incidental costs of monetary transactions | 74 | 67 |
| External services | 126 | 2 |
| Other | 420 | 391 |
| 1,469 | 1,289 |
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Financial income | 833 | 1.380 |
| Financial expenses | -2,589 | -2,613 |
| -1,757 | -1,233 |
Financial income stems mainly from loans granted to companies accounted for using the equity method.
Detailed information regarding to net gains and losses from loans and receivables and financial debt are to be found in l.1.
Financial expenses include the interest expense paid to banks and other lenders resulting from the Group's investment activity. This is referred to in I.1.
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Current income tax | 8 | 171 |
| Deferred income tax | 60 | -38 |
| Total income tax (- = income / + = expense) | 68 | 133 |
The current tax expenses include corporate and trade taxes of domestic companies and the asset management companies based in Austria.
The current income tax expense of EUR 8 thousand does not include adjustments for current tax of prior periods. Deferred tax income of EUR 60 thousand is the cumulative difference from the origination and reversal of temporary differences.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Notes to the consolidated |
| statement of income |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
Income taxes are distributed among domestic and foreign companies as follows:
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Germany | 76 | -25 |
| Other countries | -8 | 158 |
| 68 | 133 |
As at the balance sheet date there were unutilised tax-loss carryforwards from consolidated companies totalling EUR 28,822 thousand (previous year: EUR 23,817 thousand). Deferred tax assets are capitalised for these loss carryforwards only if it is likely that they will be offset with earnings achieved within the foreseeable future. In the MAGNAT Group, deferred tax assets on tax-loss carryforwards are only capitalised to the extent that deferred tax liabilities were recognised.
Deferred taxes in the amount of EUR -44 thousand (previous year: EUR 29, thousand) are included in other comprehensive income. They should be allocated to equity changes at companies accounted for using the equity method which are recognised in other comprehensive income.
The tax reconciliation statement between the theoretical and actual (including deferred) tax expense is presented on the basis of the Group tax rate of 31.93% (previous year: 31.93%). The Group tax rate of 31.93% includes 15% corporate tax valid from January 1, 2008, 5.5% Solidarity Surcharge, and 16.1% trade tax. The calculation of deferred tax for the German companies is based on the tax rate of 31.93%. Country-specific tax rates were applied to each of the calculations when calculating deferred tax for the foreign companies.
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 adjusted |
|---|---|---|
| Profit/loss before tax | 13,032 | -10,640 |
| Group tax rate | 31.93% | 31.93% |
| Expected tax expense | 4,161 | -3,397 |
| Tax differences among foreign subsidiaries | -18 | -174 |
| Tax effect arising from non-deductible operating expenses | 1,822 | 2,447 |
| Tax effect of tax-free income | -8,313 | 0 |
| Tax effects arising from non-utilised losses for which no deferred tax assets were capitalised |
2,429 | 1,283 |
| Other | -14 | -26 |
| Effective income taxes (primary and deferred taxes) | 68 | 133 |
Tax-free income (tax effect: EUR 8,313 thousand) resulted primarily from profits of EUR 8,896 thousand from companies accounted for using the equity method and the positive result of EUR 15,747 thousand from the sales of the residential portfolio in Germany. Income from companies accounted for using the equity is included in profit/loss from investments accounted for using the equity method in the statement of income. For losses in an amount of EUR 7,607 thousand no deferred taxes were capitalised. The tax effects of EUR 1,822 thousand arising from non-deductible operating expenses amounting to EUR 5,706 thousand resulted primarily from losses stemming from companies accounted for using the equity method and impairments of goodwill.
Distributions by MAGNAT Real Estate AG to shareholders have neither a corporate nor a trade tax effect on the Company. The Company is nevertheless generally liable for German capital gains tax plus the Solidarity Surcharge (withholding tax), which the Company is required to withhold from the approved distribution, and transfer to the relevant German tax office.
The distributions generally require shareholders to pay income and corporate tax unless the distributions are not subject to taxation due to the shareholders' tax status or other circumstances. Withholding tax that the Company withholds and transfers can generally, and independently of shareholders' tax status, be offset with their income and corporate tax liability, and is reimbursable.
Net profit/loss for the period attributable to non-controlling interests of EUR 31 thousand (previous year: EUR -483 thousand, on an adjusted basis) primarily relates to non-controlling interests in MAGNAT Investment I B.V., The Netherlands.
Basic earnings per share are computed by dividing the net profit/loss for the period attributable to the parent company shareholders by the weighted average number of shares outstanding.
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 adjusted |
|---|---|---|
| Net profit/loss for the period attributable to the parent company shareholders (in EUR '000) |
12,933 | -10,290 |
| Average number of shares outstanding | 13,889,651 | 13,889,651 |
| Basic earnings per share (EUR) | 0.93 | -0.74 |
| Diluted earnings per share (EUR) | 0.93 | -0.74 |
Since no dilution has occurred, basic earnings per share and diluted earnings per share are identical.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Notes to the consolidated |
| statement of income |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Salaries | 2,375 | 2,084 |
| Statutory social expenses | 368 | 408 |
| 2,743 | 2,492 |
Of the total amount, EUR 2,740 thousand (previous year: EUR 2,476 thousand) are included in general administrative expenses and EUR 3 thousand (previous year: EUR 16 thousand) are included in other operating expenses.
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Amortisation of other intangible assets | 12 | 11 |
| Depreciation of property, plant, and equipment | 26 | 31 |
| 38 | 42 |
Scheduled depreciation and amortisation are included in their entirety under other operating expenses.
This includes the goodwill calculated as part of the capital consolidation of the subsidiaries of MAGNAT Asset Management GmbH and MAGNAT Investment I B.V.
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
2009/2010 adjusted |
|---|---|---|---|
| Acquisition costs as at April 1 of the fiscal year | 991 | 906 | 0 |
| Cumulative impairment charges as at April 1 of the fiscal year |
614 | 529 | 0 |
| Carrying amounts as at April 1 of the fiscal year | 377 | 377 | 0 |
| Additions | 25 | 85 | 906 |
| Disposals | 0 | 0 | 0 |
| Acquisition costs as at March 31 of the fiscal year | 1.015 | 991 | 906 |
| Cumulative impairment charges as at March 31 of the fiscal year |
1.005 | 614 | 529 |
| Carrying amounts as at March 31 of the fiscal year | 10 | 377 | 377 |
| in EUR '000 | 2011/2012 | 2010/2011 adjusted |
2009/2010 adjusted |
| Additions to impairment charges | 391 | 84 | 529 |
The impairment amounts are reported in the statement of income in the item impairment of goodwill and receivables. The change to the carrying amount of goodwill during the reporting period resulted from additions and impairment charges. In impairment testing, it was determined that the carrying amount of the respective goodwill in the area of real estate projects exceeded the recoverable amount. The recoverable amount is derived from the respective market value.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated balance sheet Responsibility statement Audit opinion Financial calendar
A useful life of three to four years is applied to other intangible assets. Along with other intangible assets, this includes computer software. The amortisation charges were reported in the statement of income in the other operating expenses item.
| in EUR '000 | 2011/2012 | 2010/2011 |
|---|---|---|
| Acquisition costs as at April 1 of the fiscal year | 45 | 26 |
| Cumulative amortisation as at April 1 of the fiscal year | 19 | 8 |
| Carrying amounts as at April 1 of the fiscal year | 26 | 18 |
| Currency translation | 0 | 0 |
| Additions | 6 | 19 |
| Disposals | 0 | 0 |
| Amortisation | 12 | 11 |
| Carrying amounts as at March 31 of the fiscal year | 19 | 26 |
| Acquisition costs as at March 31 of the fiscal year | 51 | 45 |
| Cumulative amortisation as at March 31 of the fiscal year | 32 | 19 |
| Carrying amounts as at March 31 of the fiscal year | 19 | 26 |
Property, plant, and equipment include office and operating equipment. A useful life of between 3 and 15 years is applied for their depreciation. The depreciation charges were reported in the statement of income in the other operating expenses item.
| in EUR '000 | 2011/2012 | 2010/2011 |
|---|---|---|
| Acquisition costs as at April 1 of the fiscal year | 164 | 133 |
| Cumulative depreciation as at April 1 of the fiscal year | 65 | 34 |
| Carrying amounts as at April 1 of the fiscal year | 99 | 99 |
| Currency translation | 0 | 0 |
| Additions | 14 | 33 |
| Disposals | 28 | 2 |
| Depreciation | 26 | 31 |
| Carrying amounts as at March 31 of the fiscal year | 58 | 99 |
| Acquisition costs as at March 31 of the fiscal year | 137 | 164 |
| Cumulative depreciation as at March 31 of the fiscal year | 79 | 65 |
| Carrying amounts as at March 31 of the fiscal year | 58 | 99 |
Interests in investments accounted for using the equity method (EUR 8,074 thousand; previous year: EUR 15,760 thousand) include interests in associated companies (EUR 1,803 thousand; previous year: EUR 2,515 thousand) and joint ventures (EUR 6,272 thousand; previous year: EUR 13,245 thousand).
| in EUR '000 | Carrying amount as at 31/03/2012 |
Carrying amount as at 31/03/2011 |
Carrying amount as at 01/04/2010 |
|---|---|---|---|
| Company | |||
| SQUADRA Immobilien GmbH & Co. KGaA | 1,434 | 1,847 | 2,313 |
| Russian Land AG | 369 | 668 | 1,637 |
| JJW Hotel Palais Schwarzenberg Betriebsgesellschaft mbH | 0 | 0 | 1,740 |
| Total | 1,803 | 2,515 | 5,690 |
MAGNAT's interest in the transferred profit or loss according to the annual or interim financial statements of the associated companies is as follows:
| in EUR '000 | Profit/loss per 31/03/2012 |
Profit/loss per 31/03/2011 |
|---|---|---|
| Company | ||
| SQUADRA Immobilien GmbH & Co. KGaA | -413 | -466 |
| Russian Land AG | -299 | -969 |
| JJW Hotel Palais Schwarzenberg Betriebsgesellschaft mbH | 0 | -552 |
| Total | -712 | -1,987 |
In the previous year, an impairment charge in the amount of EUR 1,348 thousand was applied on the value of JJW Hotel Palais Schwarzenberg Betriebsgesellschaft mbH. In the fiscal year under review, MAGNAT exercised its exit option from this company (see D.6).
The following table provides a summary of the associated companies' assets, liabilities, income, and profit or loss for the period.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Notes to the consolidated |
| balance sheet |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
Summarised financial information of the associated companies:
| in EUR '000 | 31/03/2012 | 31/03/2011 | 01/04/2010 |
|---|---|---|---|
| Aggregated assets | 27,262 | 55,086 | 55,797 |
| Aggregated liabilities | 5,579 | 21,293 | 15,005 |
| Aggregated revenue | 1,362 | 1,186 | 1,997 |
| Aggregated profit/loss for the period | -3,302 | -7,492 | -2,005 |
The Russian Land AG has a balance sheet date which differs from the Group's balance sheet date. MAGNAT exercises significant influence together with other shareholders over the associated company, and, for this reason, cannot revert to the fiscal year of MAGNAT Real Estate AG. For the preparation of the consolidated financial statements, this company prepares interim financial statements as per the Group's balance sheet date.
| in EUR '000 | Carrying amount as at 31/03/2012 |
Carrying amount as at 31/03/2011 adjusted |
Carrying amount as at 01/04/2010 adjusted |
|---|---|---|---|
| Company | |||
| OXELTON ENTERPRISES Limited | 6,272 | 8,926 | 9,181 |
| Hekuba S.à.r.l. | 0 | 3,178 | 15,577 |
| MAGNAT Investment II B.V. | 0 | 755 | 816 |
| R-QUADRAT Polska Alpha Sp. z o.o. | 0 | 386 | 1,662 |
| Irao MAGNAT 28/2 LLC | 0 | 0 | 0 |
| Irao MAGNAT Gudiashvili LLC | 0 | 0 | 0 |
| Total | 6,272 | 13,245 | 27,236 |
In the reporting year, Hekuba S.à.r.l. distributed an advance dividend in the amount of EUR 6,443 thousand. The resulting receivable attributed to MAGNAT was offset by liabilities (loans) from MAGNAT to Hekuba S.à.r.l. (formerly: GAIA Real Estate Investments S.A.). At the balance sheet date, Hekuba S.à.r.l. was recognised at EUR 3,536 thousand and was included in the position "Assets available for sales in investments accounted for using the equity method".
MAGNAT Investment II B.V. was replaced in the course of the acquisition of the assets of the former co-investor R-QUADRAT Capital Beta GmbH by the assets included in MAGNAT Investment II B.V. (see explanations in B.1). The value of the MAGNAT Investment II B.V., which was operated as a joint venture until February 29, 2012, was EUR 0 thousand and was treated as a disposal.
MAGNAT holds a 50% interest in R-QUADRAT Polska Alpha Sp. z o.o. The underlying project is located in the centre of Kąty Wrocławskie. The company plans to construct residential dwellings and commercial areas in three construction steps with a total of around 77,700 m² of usable residential area. Two of the three construction sections have already been completed.
A MAGNAT subsidiary holds a 50% interest in Irao MAGNAT 28/2 LLC (interest of the MAGNAT Group: 49.82%). A building comprising apartments, a penthouse, and commercial units was constructed together with a local partner.
MAGNAT has a 50% interest in Irao MAGNAT Gudiashvili LLC. The "Gudiashvili Square" project in Tbilisi is being developed together with a local partner. For this purpose, the project company acquired existing buildings that are to be refurbished or demolished. A plot should be created which connects the retail, office, and residential areas.
MAGNAT's interest in MAGNAT Investment II B.V. amounted to 50% until 29.2.2012. Various projects are held by MAGNAT Investment II B.V. The Chmelnitzky project deals with a wholesale market centre located at the main traffic axis on the outskirts of the Ukrainian city of Chmelnitzky. The Ukrainian Vitaly project deals with a property with single-family homes in Kryachy in the Vasylkivskyi district in the region of Kiev.
MAGNAT holds a stake of 32.44% in Hekuba S.à.r.l. (formerly: GAIA Real Estate Investments S.A.). MAGNAT was originally in a consortium with its project partners, Adama Holding Public Ltd. (lead manager) and Immoeast AG, and had acquired one of the most extensive real estate portfolios of the Turkish bank Yapi ve KredıBankası A.S. ("YKB"). This portfolio consisted of around 400 individual interests in properties having various uses and a regional focus on the greater metropolitan region of Istanbul. The development and resale of the individual properties went well overall and as a result only a small portion of the properties remained.
A subsidiary of MAGNAT holds 60% of OXELTON ENTERPRISES Limited (interest of the MAGNAT Group: 59.78%). The underlying project includes the building rights to a corresponding property in Kiev with an existing permission for the construction of an office building and commercial property.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Notes to the consolidated |
| balance sheet |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
MAGNAT's interest in the transferred profit or loss according to the annual or interim financial statements of the joint ventures is as follows:
| in EUR '000 | Profit/loss per 31/03/2012 |
Profit/loss per 31/03/2011 adjusted |
|---|---|---|
| Company | ||
| R-QUADRAT Polska Alpha Sp. z o.o. | -360 | -2,510 |
| Irao MAGNAT 28/2 LLC | 0 | -14 |
| Irao MAGNAT Gudiashvili LLC | -28 | 0 |
| MAGNAT Investment II B.V. | -1,395 | -6 |
| Hekuba S.à.r.l. | -93 | -1,357 |
| OXELTON ENTERPRISES Limited | -196 | -266 |
| Total | -2,072 | -4,153 |
In the fiscal year, impairments were recognised amounting to EUR 149 thousand (previous year: EUR 0 thousand) on the interest in MAGNAT Investment II B.V. and in OXELTON ENTERPRISES Limited in an amount of EUR 2,491 thousand (previous year: EUR 0 thousand) (see D.6).
Summary financial information for the joint ventures (proportional figures for subgroups and as of balance sheet date):
| in EUR '000 | 31/03/2012 | 31/03/2011 adjusted |
31/03/2010 adjusted |
|---|---|---|---|
| Aggregated non-current assets | 120 | 5,762 | 14,309 |
| Aggregated current assets | 10,305 | 38,611 | 33,540 |
| Aggregated non-current liabilities | 6,119 | 7,135 | 8,763 |
| Aggregated current liabilities | 8,073 | 23,016 | 14,414 |
| Aggregated revenues | 4,204 | 17,423 | 34,006 |
| Aggregated expenses | -10,649 | -20,737 | -35,612 |
The following joint ventures and subgroups apply a balance sheet date that differs from the Group balance sheet date: R-QUADRAT Polska Alpha Sp. z o.o., Irao MAGNAT 28/2 LLC, Irao MAGNAT Gudiashvili LLC, OXELTON ENTERPRISES Limited and Hekuba S.à.r.l.. For the preparation of the consolidated financial statements, these companies prepare interim financial statements as per the Group's balance sheet date.
The projects of the Irao MAGNAT 28/2 LLC and the R-QUADRAT Polska Alpha Sp. z o.o. joint ventures are nearly completed. As a result, it is not expected that MAGNAT will be obliged to provide further funds. Currently, OXELTON ENTERPRISES Limited is not generating operating cash flows from which the operating expenses can be paid. As a result, the Group is providing an adequate amount of funds in proportion to the size of its interest in the joint venture in order to cover the operating expenses which occur. In the reporting period 2011/2012, a loan was granted to OXELTON ENTERPRISES Limited in proportion to the size of the interest and amounted to EUR 75 thousand. In fiscal year 2011/2012, the MAGNAT Group participated in a capital increase of Hekuba S.à.r.l. in the amount of EUR 2,170 thousand, in line with its proportionate interest. Due to the few remaining number of properties still held by Hekuba S.à.r.l., a further commitment of capital is not expected. By way of a purchasing agreement, Irao MAGNAT Gudiashvili LLC has committed itself to purchasing property in Tbilisi for a total price of USD 5,800 thousand (equal to EUR 4,343 thousand). The Group is providing the joint venture with the corresponding capital equal to this amount.
The fair value of other financial assets amounts to EUR 49 thousand. Impairments totalling EUR 2 thousand are included under financial expenses in the statement of income.
Loans to companies accounted for using the equity method amount to EUR 1,020 thousand and are primarily loans to Irao MAGNAT Gudiashvili LLC, in Georgia, (EUR 926 thousand). As of March 31, 2011, loans to companies accounted for using the equity method included a loan valued at EUR 23 thousand to OXELTON ENTERPRISES Limited. The value as of March 31, 2010 was EUR 1,621 thousand and was mainly comprised of a loan to OXELTON ENTERPRISES Limited (in the amount of EUR 1,163 thousand) and Irao MAGNAT 28/2 LLC (in the amount of EUR 458 thousand).
The loans to Irao MAGNAT Gudiashvili LLC were granted for the development of the "Gudiashvili Square" project and carry an 8% interest rate. The terms of the loans are for a period of three and four years.
A significant portion of other loans are due at the end of 2021 and consist of receivables from the partial sale of properties which was held by R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG.
The reported real estate inventory amounts to EUR 16,134 thousand (31/03/2011: EUR 34,765 thousand; 31/03/2010: EUR 33,092 thousand) and concerns developed and undeveloped properties which are destined for resale. In the reporting period, impairments of EUR 3,617 thousand (previous year: EUR 17 thousand) were recognised which are included under unrealised fair value adjustments in real estate inventory in the statement
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Notes to the consolidated | |
| balance sheet | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
of income. In the reporting year, reversals of impairments were recognised in the amount of EUR 101 thousand (previous year: EUR 26 thousand). This amount is reported in the statement of income under unrealised fair value adjustments in real estate inventory. Real estate inventory in the amount of EUR 11,769 thousand is intended to be realised via disposals within twelve months. Real estate inventory in the amount of EUR 4,316 thousand is intended to be realised following this twelve month period. In the period under review, disposals of real estate inventory amounting to EUR 18,060 thousand were recorded as an expense.
The impairments and reversals of impairments in real estate inventory are based on the results of the underlying valuations. Of the EUR 3,617 thousand in impairments, EUR 1,801 thousand can be attributed to Ukrainian properties and EUR 1,127 thousand can be attributed to Romanian properties. The Ukrainian and Romanian real estate sectors are still in the midst of a crisis; this has also had an impact on the respective properties.
The following real estate inventory has been pledged as collateral for liabilities:
| in EUR '000 | Carrying amount 31/03/2012 |
Carrying amount 31/03/2011 |
Carrying amount 01/04/2010 |
Property |
|---|---|---|---|---|
| Company | ||||
| Erste MAGNAT Immobiliengesellschaft mbH | 2,957 | 2,957 | 2,957 | Worms, Parchim, Halle Peissen |
| Zweite MAGNAT Immobiliengesellschaft mbH | 0 | 11,736 | 11,736 | Eberswalde |
| Dritte MAGNAT Immobiliengesellschaft mbH | 0 | 1,446 | 1,446 | Rostock |
| Vierte MAGNAT Immobiliengesellschaft mbH | 0 | 3,521 | 3,521 | Saalfeld |
| Fünfte MAGNAT Immobiliengesellschaft mbH | 2,754 | 2,684 | 2,684 | Delitzsch |
| MAGNAT Immobilien GmbH & Co. Brünner Straße 261-263 KG |
733 | 0 | 0 | Vienna, Austria |
| MAGNAT Asset Management GmbH & Co. Rennweg 73 KG |
0 | 1,358 | 0 | Vienna, Austria |
| MAGNAT Asset Management GmbH & Co. Kastnergasse 16 KG |
476 | 414 | 1,760 | Vienna, Austria |
| R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG |
661 | 661 | 1,971 | Vienna Neustadt, Austria |
| 7,581 | 24,777 | 26,075 | ||
| in EUR '000 | 31/03/2012 | 31/03/2011 adjusted |
01/04/2010 adjusted |
|---|---|---|---|
| Purchase price receivables | 1,503 | 1,934 | 4,736 |
| Trade accounts receivables against third parties | 1,454 | 2,260 | 2,593 |
| Administrator accounts | 92 | 506 | 523 |
| Receivables from processing value add tax | 1,255 | 517 | 376 |
| Other | 1,274 | 976 | 945 |
| 5,578 | 6,194 | 9,173 |
All receivables are due on a short-term basis. Impairment charges of EUR 1,707 thousand (previous year: EUR 1,402 thousand) have been recognised and their development is presented in the following table. There are no additional items significantly overdue. Expenses for additions to impairment charges are included in impairments of goodwill and receivables in the statement of income.
| in EUR '000 | 2011/2012 | 2010/2011 |
|---|---|---|
| Balance at the start of the fiscal year | 1,402 | 2,225 |
| Arising from acquisitions | 0 | 0 |
| Impairments | 305 | 1,117 |
| Realisation of impairments | 0 | 1,938 |
| Reversal of impairment charges | 0 | 2 |
| 1,707 | 1,402 |
As in the previous year, the financial receivables and other financial assets include receivables amounting to EUR 1,678 thousand (previous year: EUR 1,404 thousand) from OXELTON ENTERPRISES Limited. The due date of this receivable is dependent upon the occurrence of certain future conditions. The receivables are to be repaid on December 31, 2012 at the latest. In addition, as per March 31, 2012, there were loans to R-QUADRAT Polska Alpha Sp. z o.o. included in the amount of EUR 789 thousand (previous year: EUR 0 thousand).
There are no significant overdue items. In the reporting year, impairment charges of EUR 0 thousand (previous year: EUR 2,958 thousand) were recognised. The impairment charges are included in impairments of goodwill and receivables in the statement of income.
MAGNAT at a glance Foreword of the Executive Board Group management report
Consolidated financial statements
financial statements Notes to the consolidated
Audit opinion Financial calendar
| 2011/2012 | 2010/2011 |
|---|---|
| 2,958 | 0 |
| 0 | 0 |
| 0 | 2,958 |
| 2,213 | 0 |
| 745 | 0 |
| 0 | 2,958 |
Cash and cash equivalents of EUR 3,589 thousand (previous year: EUR 5,320 thousand) are related to cash in hand and bank accounts.
This position includes the interests held in investments accounted for using the equity method available for sales in the following joint ventures.
| in EUR '000 | Carrying amount as at 31/03/2012 |
Carrying amount as at 31/03/2011 |
|---|---|---|
| Company | ||
| Hekuba S.à.r.l. | 3,536 | 0 |
| "Forum-2000" LLC | 270 | 0 |
| Total | 3,806 | 0 |
At the end of the fiscal year, the 32.44% interest in Hekuba S.à.r.l. was classified as available for sales due to its intended sale within one year. A description of the interest can be found in the explanations under E.1.3.2.
On February 29, 2012, the 50% interest in the joint venture was classified as available for sales due to the planned cessation of the joint venture. A description of the interest can be found in the explanations under E.1.3.2 under MAGNAT Investment II B.V. (see Vitaly project).
The assets available for sales in investments accounted for using the equity method are allocated to the "Investments" segment (see section H).
In reference to the explanations in section A.5, the subscribed capital amounting to EUR 13,895 thousand remains unchanged. The capital reserves contain the difference of EUR 7,425 thousand of the subscribed capital of EUR 13,895 thousand and the sum of the subscribed capital of MAGNAT Asset Management GmbH in an amount of EUR 160 thousand as the economic parent company and the acquisition costs for the acquisition of MAGNAT Real Estate AG in an amount of EUR 21,160 thousand following the reverse acquisition. A description of the other reserves can be found in Note C.1.
The subscribed capital of the legal parent company, MAGNAT Real Estate AG, amounts to EUR 13,894,651.00 as in the previous year. It is divided into 13,894,651 non-par value bearer shares with a notional par value of EUR 1.00. All shares are fully paid.
In the case of a capital increase, the profit participation of new shares may deviate from Section 60 (2) of the German Stock Corporation Act (AktG).
Shareholders are not entitled to share certificates to the extent this is permitted by law.
| Reconciliation to the number of shares issued | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Number of non-par bearer shares issued | 13,894,651 | 13,894,651 |
| of which fully paid in | 13,894,651 | 13,894,651 |
The Executive Board was authorised, with Supervisory Board assent, to increase the Company's share capital until October 28, 2014 through issuing up to 6,947,325 new ordinary bearer shares in the form of non-par shares, each with a notional value of EUR 1.00, against cash contribution or contribution in kind, once or on several occasions, in partial amounts up to a total of EUR 6,947,325 (Approved Capital 2009). Shareholders are generally entitled to subscription rights; the Company may exclude subscription rights in certain circumstances.
The Company's share capital is conditionally increased by up to EUR 6,947,325, divided in up to 6,947,325 ordinary bearer shares, each with a notional value of EUR 1.00. The conditional capital increase serves to grant subscription and/or conversion rights to the holders of bonds with warrants and/or convertible bonds that are issued according to the respective resolutions of the Annual General Meeting of August 30, 2007.
The Company is authorised to purchase up to a total of 10% of the existing share capital until October 28, 2014. In this context, the shares acquired on the basis of this authorisation, together with other treasury shares that the Company has already acquired, or already holds, may not comprise more than 10% of the Company's existing share capital in each case.
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
financial statements Notes to the consolidated
balance sheet Responsibility statement
Audit opinion
Financial calendar
The deferred tax assets and liabilities are composed of temporary differences in the following balance sheet items:
| in EUR '000 | 31/03/2012 | 31/03/2011 adjusted |
01/04/2010 adjusted |
|---|---|---|---|
| Investments accounted for using the equity method |
110 | 181 | 203 |
| Tax-loss carryforwards | 205 | 727 | 537 |
| Real estate inventory | 476 | 0 | 0 |
| Other | 0 | 0 | 15 |
| Deferred tax assets | 791 | 908 | 755 |
| Investments accounted for using the equity method |
81 | 106 | 158 |
| Real estate inventory | 379 | 891 | 687 |
| Other | 11 | 18 | 86 |
| Deferred tax liabilities | 470 | 1,016 | 932 |
With regard to EUR 205 thousand (previous year: EUR 727 thousand; as of 01/04/2010: EUR 552 thousand) the requirements pursuant IAS 12.74 have been fulfilled. Following the offsetting of deferred tax assets with deferred tax liabilities, the following deferred tax assets and deferred tax liabilities remain:
| in EUR '000 | 31/03/2012 | 31/03/2011 adjusted |
01/04/2010 adjusted |
|---|---|---|---|
| Investments accounted for using the equity method |
110 | 181 | 203 |
| Real estate inventory | 476 | 0 | 0 |
| Other | 0 | 0 | 0 |
| Deferred tax assets | 586 | 181 | 203 |
| Investments accounted for using the equity method |
81 | 106 | 158 |
| Real estate inventory | 173 | 165 | 150 |
| Other | 11 | 18 | 72 |
| Deferred tax liabilities | 265 | 289 | 380 |
| in EUR '000 | 31/03/2011 | Statement of income |
Other comprehensive income |
Other | 31/03/2012 |
|---|---|---|---|---|---|
| Real estate inventory | -892 | 524 | 0 | 464 | 97 |
| Tax-loss carryforwards | 727 | -522 | 0 | 0 | 205 |
| Investments accounted for using the equity method |
74 | 0 | 44 | -20 | 99 |
| Other | -17 | -62 | 0 | 0 | -81 |
| -108 | -60 | 44 | 445 | 320 |
The changes in deferred taxes and their recognition can be represented as follows:
Non-current financial debt includes bank borrowings of EUR 7,716 thousand with a maturity of over one year and loans from holders of profit participation certificates amounting to EUR 483 thousand (previous year: EUR 483 thousand). Liabilities from mezzanine loans in an amount of EUR 4,791 thousand are also included in this position.
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Notes to the consolidated |
| balance sheet |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The nominal interest rate almost corresponds to the effective interest rate, as only minimal transaction costs were incurred.
| Nominal interest rate % | Due | 31/03/2012 in EUR '000 |
31/03/2011 in EUR '000 |
|
|---|---|---|---|---|
| Non-current portion of financial debt | ||||
| Mezzanine loan | 12.00 | 06/07/2014 | 4,791 | 4,251 |
| Financial liabilities to R-QUADRAT Capital Beta GmbH | interest-free | 07/02/2014 | 1,812 | 0 |
| Loans from Hekuba S.à.r.l. for MAGNAT RE AG | 3M-EURIBOR + 1.00 | 27/05/2012 | 0 | 193 |
| DKB annuity loan for 1. MAGNAT Immobilienges. mbH | 4.57 | 30/06/2014 | 3,329 | 3,436 |
| DKB variable-rate loan for 2. MAGNAT Immobilienges. mbH | 6M-EURIBOR + 1.00 | 30/03/2013 | 0 | 19,121 |
| DKB rollover loan for 3. MAGNAT Immobilienges. mbH | 3M-EURIBOR + 1.10 | 30/03/2013 | 0 | 2,209 |
| DKB annuity loan for 4. MAGNAT Immobilienges. mbH | 4.57 | 30/06/2014 | 0 | 4,862 |
| DKB annuity loan for 5. MAGNAT Immobilienges. mbH | 4.57 | 30/06/2014 | 3,635 | 3,752 |
| Loan for R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG |
Average of "Bund" secondary market yield + 1.5 and 3M-EURIBOR + 1.5 |
01/04/2022 | 329 | 362 |
| Loan for R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG |
4.50 | 30/06/2022 | 37 | 40 |
| Loan for R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG |
4.50 | 30/06/2022 | 17 | 18 |
| Credit for MAGNAT Asset Management GmbH & Co. Kastnergasse 16 KG |
3M-EURIBOR + 2.00 |
01/02/2023 | 368 | 423 |
| Loan from holders of profit participation certificates for MAGNAT Capital Markets GmbH |
interest-free | 31/12/2022 | 483 | 483 |
| Profit participation certificates for MAGNAT Capital Markets GmbH | interest-free | 31/12/2021 | 26 | 0 |
| Other financial debt | interest-free | 02/11/2013 | 2 | 98 |
| 14,829 | 39,248 |
In fiscal year 2011/2012, the subsidiary MAGNAT Capital Markets GmbH had issued profit participation certificates. The profit participation certificates are composite financial instruments pursuant to IAS 32.28 and include an equity component as well as a debt component. Due to the existing redemption clause available to the holder of these profit participation certificates, the profit participation capital has been classified as a debt component. However, the entitlement to net profit is classified as an equity component or dividend.
Of the non-current financial debt, EUR 14,318 thousand (previous year: EUR 38,474 thousand) are collateralised by assets. These assets comprise real estate inventory (please refer to E.2.1) interests in investment accounted for using the equity method (EUR 6,272 thousand), interests in affiliated companies, and loans to affiliated companies. Concerning the significant financial debt to Deutsche Kreditbank AG, the bank is entitled to liquidate the collateral if the liabilities have not been paid by the due date despite reminders with a reasonable grace period and the threat of liquidation according to Section 1234 (1) BGB. Concerning the liabilities stemming from mezzanine loans, if overdue, the collateral can be liquidated through an agreed repayment in arrears with MAGNAT which will be the case on July 5, 2014 at the latest. Regarding the financial debt to R-QUADRAT Capital Beta, if overdue, the collateral may be liquidated which is after the close of business on February 14, 2014.
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Staff costs | 518 | 129 |
| Accounting and audit costs | 436 | 430 |
| Invoices outstanding | 179 | 396 |
| Legal and consulting fees | 83 | 345 |
| Supervisory Board compensation | 39 | 64 |
| Expert's valuation report | 39 | 39 |
| Other | 466 | 357 |
| 1,760 | 1,760 |
| in EUR '000 | 31/03/2011 | Acquisitions | Utilisation | Release | Additions | 31/03/2012 |
|---|---|---|---|---|---|---|
| Staff costs | 129 | 2 | 63 | 62 | 513 | 518 |
| Accounting and audit costs | 430 | 7 | 393 | 30 | 424 | 436 |
| Invoices outstanding | 396 | 0 | 297 | 136 | 216 | 179 |
| Legal and consulting fees | 345 | 0 | 105 | 190 | 33 | 83 |
| Supervisory Board compensation | 64 | 0 | 45 | 0 | 19 | 39 |
| Expert's valuation report | 39 | 0 | 39 | 0 | 39 | 39 |
| Other | 357 | 0 | 38 | 0 | 147 | 466 |
| 1,760 | 9 | 980 | 418 | 1,390 | 1.760 |
The Company assumes that provisions will be utilised in the following fiscal year 2012/2013.
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated balance sheet Responsibility statement Audit opinion
Financial calendar
The provisions for staff costs include provisions for services from unconsumed vacations and gratuities, as well as a provision for severance payments to a former Executive Board member.
The provisions for accounting and audit costs include the costs for the preparation, audit, and publication of the financial statements.
The provisions for invoices outstanding formed for different costs. As at March 31, 2012, the primary portion of the provisions included project costs related to a German commercial property.
Other provisions primarily include a provision related to the performance of asset management services provided.
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Trade accounts payable | 752 | 1,726 |
| Liabilities from accruals and deferred income | 10 | 133 |
| Liabilities from value added taxes | 273 | 103 |
| Liabilities to administrators | 22 | 17 |
| Personnel-related liabilities | 86 | 83 |
| Other | 370 | 264 |
| 1,513 | 2,326 |
Trade accounts payable in amount of EUR 752 thousand (EUR 1,726 thousand) are entirely to third parties and short-term in nature.
Liabilities to administrators mainly consist of fees payable to the property managers of rented properties. The liabilities are short-term in nature.
The current income tax liabilities in the amount of EUR 284 thousand (previous year: EUR 225 thousand) relate to trade tax (EUR 4 thousand; previous year EUR 2 thousand), corporate tax (EUR 70 thousand; previous year: EUR 13 thousand), and the capital gains tax (EUR 210 thousand; previous year: EUR 210 thousand).
Current financial debt is comprised of bank borrowings amounting to EUR 800 thousand (previous year: EUR 2,093 thousand), liabilities to companies in which participating interests are held and to companies recognised at cost as well as other liabilities amounting to a total of EUR 4,588 thousand (previous year: EUR 9,053 thousand). Of the EUR 4,588 thousand (previous year: EUR 9,053 thousand), EUR 2,191 thousand (previous year: EUR 5,666 thousand) are loans.
Of the total amount of EUR 5,388 thousand (previous year: EUR 11,146 thousand) current loans amounted to EUR 800 thousand (previous year: EUR 2,093 thousand).
Bank borrowings include interest liabilities of EUR 5 thousand (previous year: EUR 5 thousand).
Liabilities to companies in which participating interests are held are short-term in nature and are primarily liabilities to companies accounted for using the equity method.
Current financials debt includes EUR 1,799 thousand (previous year: EUR 1,769 thousand) relating to dividend liabilities on the part of MAGNAT Asset Management GmbH to former shareholders.
| Nominal interest rate % |
Due | 31/03/2012 In EUR '000 |
31/03/2011 In EUR '000 |
|
|---|---|---|---|---|
| Current portion of bank borrowings | ||||
| Interest liabilities for non-current and current loans |
n/a | n/a | 5 | 5 |
| DKB loan for 1. MAGNAT Immobilienges. mbH |
4.57% | 01/04/2012 to 31/03/2013 |
107 | 102 |
| DKB loan for 2. MAGNAT Immobilienges. mbH |
6M-EURIBOR + 1.00% |
30/09/2011and 30/03/2012 |
0 | 416 |
| DKB loan for 3. MAGNAT Immobilienges. mbH |
3M-EURIBOR + 1.10% |
05/06/2011and 05/12/2011 |
0 | 47 |
| DKB loan for 4. MAGNAT Immobilienges. mbH |
4.57% | 01/04/2011 to 31/03/2012 |
0 | 144 |
| DKB loan for 5. MAGNAT Immobilienges. mbH |
4.57% | 01/04/2012 to 31/03/2013 |
117 | 112 |
| Loan for MAGNAT Immobilien GmbH & Co. Brünner Straße 261-263 KG |
4.75% | 30/09/2012 | 567 | 0 |
| Loan for MAGNAT Asset Management GmbH & Co. Rennweg 73 KG |
3M-EURIBOR + 1.50% |
31/03/2012 | 0 | 957 |
| Loan for R-QUADRAT Immobilien Manage ment GmbH & Co. Grazer Straße 59-61 KG |
4.90% | 30/06/2012 and 31/12/2012 |
4 | 4 |
| Term loan for MAGNAT Real Estate AG | 2.67% | 21/09/2011 | 0 | 300 |
| Current account overdraft 4. MAGNAT Immobilienges. mbH |
n/a | n/a | 0 | 6 |
| 800 | 2.093 |
MAGNAT at a glance
Foreword of the Executive Board Group management report
Consolidated financial statements
financial statements Notes to the consolidated
balance sheet
Responsibility statement
Audit opinion Financial calendar
Nominal interest rate % Due 31/03/2012 In EUR '000 31/03/2011 In EUR '000 Current portion of other borrowings Loan R-Quadrat Capital Gamma GmbH for MAGNAT RE AG 11.00% 25/06/2012 173 4,603 Loan for MAGNAT Investment I B.V. 6.00% 31/03/2012 0 1,063 Loan AURAGUS GmbH for MAGNAT Real Estate AG 3M-Euribor +4.50 % 30/09/2012 2,018 0 2,191 5,666
The nominal interest rate almost corresponds to the effective interest rate, as only minimal transaction costs were incurred.
At the balance sheet date, the contractual relationships with leases for vehicles resulted in future minimum lease payments of EUR 43 thousand (up to one year) and EUR 33 thousand for the period of one to five years. In addition, there were leases for office premises from which future minimum lease payments will result in the amount of EUR 232 thousand (up to one year) and EUR 949 thousand (between one and five years). In the reporting period, the following amounts were recorded as lease expenses:
| 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|
| 41 | 9 |
| 184 | 131 |
Through the purchase of real estate the Group has acquired certain real estate leasing contracts for commercial rentals which are up for sale. The real estate held includes office space which is not being occupied by the Group.
At the balance sheet date, the following leases existed:
Concerning the "Arbeitsamt Parchim" property, there was perpetual rental agreement at the balance sheet date which had a notice period of twelve months to the month's end.
Concerning the "Arbeitsamt Worms" a perpetual rental agreement exists with a notice period of six months to the month's end.
For the "Delitzsch" property, individual tenants have non-cancellable rental agreements with various maturities. A large portion of the rental agreements run until mid-2013. There are various renewal offers for several of the tenants.
As explained under C., rental agreements concluded by the Group in connection with residential properties do not constitute a rental agreement in accordance with IAS 17.
There are the following receivables for future minimum lease payments based on non-cancellable operating leases:
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Up to 1 year | 673 | 674 |
| 1 to 5 years | 820 | 1,220 |
| More than 5 years | 187 | 766 |
| 1,679 | 2,660 |
In the reporting period, the following amounts were recognised as lease income:
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Rental income | 792 | 879 |
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated statement of cash flows Responsibility statement Audit opinion Financial calendar
Cash flow from operating activities is calculated using the indirect method. Cash flows from investing and financing activities are calculated on a payment-related basis.
Cash flow includes interest received in the amount of EUR 69 thousand (previous year: EUR 117 thousand) and interest paid in the amount of EUR 1,644 thousand (previous year: 1,133 thousand). Interest paid and received is divided as follows:
| Interest received (in EUR '000) | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Cash flow from operating activities | 69 | 102 |
| Cash flow from investing activities | 0 | 15 |
| Cash flow from financing activities | 0 | 0 |
| 69 | 117 | |
| Interest paid (in EUR '000) | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Cash flow from operating activities | 16 | 7 |
| Cash flow from investing activities | 3 | 0 |
| Cash flow from financing activities | 1,625 | 1,126 |
| 1,644 | 1,133 |
Cash flow from income taxes resulted in a cash outflow of EUR 533 thousand in operating activities (previous year: cash outflow of EUR 135 thousand).
Cash flow from operating activities amounted to a total of EUR 24,855 thousand. The real estate inventory showed a change of EUR 16,849 thousand. Trade accounts receivables and other receivables showed a change of EUR 1,813 thousand. Financial receivables and other financial assets resulted in a change of EUR -3,715 thousand. From the change in trade payables and other liabilities as well as from changes in provisions, the resulting impact was EUR -1,115 thousand (net). The non-cash income and expenses were EUR -1,478 thousand. A split of the significant items is presented separately and can be found in the section "non-cash items".
Cash flow from operating activities includes income tax payments as well as income tax refunds. The balance of income tax payments and refunds amounted to EUR 523 thousand (previous year: EUR 33 thousand) in the fiscal year under review.
The proceeds from the sale of interests in investment accounted for using the equity method were EUR 2,650 thousand. Payments related to the granting of loans to companies accounted for using the equity method and other interests amounted to EUR 973 thousand. Payments for investments in property, plant, and equipment amounted to EUR 11 thousand. The sale of property, plant, and equipment resulted in proceeds of EUR 28 thousand. Cash outflows for the acquisition of subsidiaries as well as for the purchase of net assets in pursuant to IFRS 3.2 (b) amounted to EUR 3,641 thousand. Proceeds from the sale of subsidiaries mounted to EUR 743 thousand.
The cash outflow from financing activities was to EUR 25,416 thousand and is related to the repayment of financial debt in an amount of EUR 32,812 thousand and proceeds from borrowings of EUR 7,395 thousand.
Non-cash items resulted primarily from impairment charges (EUR 6,999 thousand), the results of investments accounted for using the equity method (EUR -7,994 thousand), currency translations (EUR -606 thousand), and income taxes (EUR -68 thousand).
Cash and cash equivalents correspond to the amount of EUR 3,589 thousand (previous year: EUR 5,320 thousand) reported in the consolidated balance sheet. This item of the consolidated balance sheet comprises cash in hand and current accounts with banks.
The capital reserves represent the amount that was received by way of a capital increase in kind and the difference of the subscribed capital and the sum of the share capital of the economic parent company and the acquisition costs for the acquisition of MAGNAT Real Estate AG (see A.5).
Retained earnings including consolidated net income for the period contains the accumulated results. The currency translation reserves include currency differences from fully consolidated companies and of companies accounted for using the equity method, whose functional currency is not the euro. The reserves for treasury shares resulted from the reverse acquisition (see A.5). Other reserves include those other equity components that are included proportionally from companies accounted for using the equity method. In addition, they also include the earnings neutral impact from the increase in the share of interest in the subsidiary MAGNAT Investment I B.V.
There were no distributions to shareholders either in the year under review or in the subsequent year until the date when these financial statements were prepared.
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Notes to the consolidated statement of changes in equity
Responsibility statement
Audit opinion
Financial calendar
Further changes in equity recognised in other comprehensive income resulted from negative currency translation differences of EUR 2,127 thousand.
The main change occurred as a result of an increase in the share of interest in MAGNAT Investment I B.V.
The positive net profit for the period attributable to parent company shareholders amounted EUR 12,933 thousand. A positive amount of EUR 31 thousand is attributable to non-controlling shareholders.
The capital reserves represent the amount that was received by way of a capital increase in kind and the difference of the subscribed capital and the sum of the share capital of the economic parent company and the acquisition costs for the acquisition of MAGNAT Real Estate AG.
Retained earnings including consolidated net income for the period contains the accumulated results. The currency translation reserves include currency differences from fully consolidated companies and of companies accounted for using the equity method, whose functional currency is not the euro. The reserves for treasury shares resulted from the reverse acquisition (see A.5). Other reserves include those other equity components that are included proportionally from companies accounted for using the equity method.
The shares held in MAGNAT Real Estate AG by MAGNAT Asset Management GmbH were included in the acquisition of MAGNAT Real Estate AG (EUR 28 thousand). The change in capital reserves mainly relates to the derecognition of MAGNAT Real Estate AG's capital reserves (EUR 98,151 thousand) as a result of the capital consolidation as well as to the difference (EUR 7,425 thousand) between the subscribed capital of MAGNAT Real Estate AG (EUR 13,895 thousand) and the sum of the share capital of the economic parent company (EUR 160 thousand) and the acquisition costs for the acquisition of MAGNAT Real Estate AG (EUR 21,160 thousand). The adjustment to retained earnings also relates to the derecognition of retained earnings of MAGNAT Real Estate as a result of the capital consolidation, the recognition of the retained earnings of the economically acquiring company, MAGNAT Asset Management GmbH, as well as the net profit for the period as at March 31,2011 (totalling EUR 9,467 thousand). The adjustment of the reserves for treasury shares includes the reconciliation items resulting from the reclassification of the parent companies of MAGNAT Asset Management GmbH held by MAGNAT Real Estate AG EUR 310 thousand). Other reserves mainly include the derecognised items of MAGNAT Real Estate AG as per October 29, 2009 as a result of the capital consolidation. The change in interest of non-controlling shareholders was a result of the adjustment as described in Section A.5 (EUR -8,987 thousand as at April 1, 2011).
There were no distributions to shareholders in the fiscal year under review.
Further changes in equity recognised in other comprehensive income resulted from negative currency translation differences of EUR 2,100 thousand, and the measurement of financial instruments available for sales in a company accounted for using the equity method resulted in a positive amount of EUR 93 thousand.
The net loss for the period attributable to parent company shareholders amounted EUR 10,290 thousand. A negative amount of EUR 483 thousand is attributable to non-controlling shareholders.
The segmentation of the data of the annual financial statements is based on the internal alignment according to strategic business segments and geographic considerations pursuant to IFRS 8. In accordance with the management approach, the segment information provided represents the information to be reported to the Executive Board. The Group is split into the business segments: Investments and Asset Management. The Investments segment contains all information relating to non-current assets as well as the business areas of revitalisation, project development, and land banking. The Asset Management segment represents the Group's asset management activities. The Corporate Functions segment contains the holding companies which do not comprise a separate segment. This includes among others the activities of MAGNAT Real Estate AG. However, this is presented separately in the interest of clarity.
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Group segment reporting | |
| Responsibility statement | |
| Audit opinion |
| April 1, 2011 - March 31, 2012 | Segments by business areas |
|---|---|
| in EUR '000 | Investments | Asset Management |
Corporate Functions |
Consolidation effects |
Group |
|---|---|---|---|---|---|
| Revenue | 38,406 | 2,991 | 787 | -2,389 | 39,794 |
| of which intra-group revenue | 0 | 1,602 | 787 | -2,389 | |
| Other income | 1,306 | 774 | 2,012 | -417 | 3,676 |
| Profits from investments accounted for using the equity method | 8,896 | 0 | 0 | 0 | 8,896 |
| Segment revenue | 48,608 | 3,765 | 2,799 | -2,806 | 52,366 |
| Net assets from sold real estate companies | 0 | -411 | 0 | 0 | -411 |
| Expenses on real estate sales | -17,085 | 86 | 0 | 0 | -16,999 |
| Other expenses | -8,193 | -4,064 | -5,299 | 2,606 | -14,950 |
| Losses from investments accounted for using the equity method | -5,218 | 0 | 0 | 0 | -5,218 |
| Segment expenses | -30,496 | -4,389 | -5,299 | 2,606 | -37,577 |
| EBI T |
18,112 | -624 | -2,500 | -200 | 14,788 |
| Financial income | 737 | 74 | 189 | -167 | 833 |
| Financial expenses | -1,431 | -221 | -1,105 | 167 | -2,589 |
| Income taxes | 2 | -75 | 5 | 0 | -68 |
| Net profit/loss for the period | 17,420 | -846 | -3,410 | -200 | 12,964 |
| Significant non-cash expenses | -2,344 | 579 | 287 | -1,478 | |
| Impairment charge in net profit/loss for the period | 6,344 | 593 | 295 | 7,233 | |
| Reversal of impairment charges in net profit/loss for the period | 101 | 0 | 745 | 846 | |
| Additional information | |||||
| Segment assets | 32,302 | 6,475 | 5,490 | 44,267 | |
| of which investments accounted for using the equity method | 8,074 | 0 | 0 | 8,074 | |
| of which loans to investments accounted for using the equity method | 1,008 | 0 | 13 | 1,020 | |
| of which financial receivables and other financial assets | 1,678 | 435 | 1,883 | 3,996 | |
| of which tax refund claims | 5 | 1 | 800 | 806 | |
| of which assets available for sales in investments accounted for using the equity method |
3,806 | 0 | 0 | 3,806 | |
| Segment liabilities | 8,520 | 5,082 | 10,437 | 24,039 | |
| of which non-current financial debt | 6,966 | 1,260 | 6,603 | 14,829 | |
| of which current financial debt | 240 | 2,796 | 2,351 | 5,388 | |
| of which tax liabilities | 66 | 9 | 210 | 284 |
| Geographic segments | ||||
|---|---|---|---|---|
| in EUR '000 | D / A / NL 1) | CEE/SEE 1) | CIS 1) | Group |
| Revenue | 39,794 | 0 | 0 | 39,794 |
| Other income | 2,558 | 77 | 1,041 | 3,676 |
| Profits from investments accounted for using the equity method |
2,884 | 6,012 | 0 | 8,896 |
| Segment revenue | 45,236 | 6,089 | 1,041 | 52,366 |
| Additional information | ||||
| Segment assets | 21,002 | 7,021 | 16,245 | 44,267 |
| of which investments accounted for using the equity method | 1,433 | 0 | 6,641 | 8,074 |
| of which loans to investments accounted for using the equity method |
13 | 0 | 1,008 | 1,020 |
| of which financial receivables and other financial assets | 2,318 | 0 | 1,678 | 3,996 |
| of which tax refund claims | 806 | 0 | 0 | 806 |
| of which assets available for sales in investments accounted for using the equity method |
3,806 | 0 | 0 | 3,806 |
| Total liabilities | 23,521 | 37 | 482 | 24,039 |
| of which non-current financial debt | 14,827 | 0 | 2 | 14,829 |
1) CEE = Central & Eastern Europe; SEE = South-Eastern Europe; CIS = Commonwealth of Independent States D / A / NL = Germany, Austria, and the Netherlands
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Group segment reporting | |
| Responsibility statement | |
| Audit opinion |
| April 1, 2010 - March 31, 2011 | Segments by business areas |
|---|---|
| in EUR '000 | Investments | Asset Management |
Corporate Functions |
Consolidation effects |
Group |
|---|---|---|---|---|---|
| Revenue | 6,952 | 9,120 | 700 | -2,518 | 14,254 |
| of which intra-group revenue | 0 | 1,818 | 700 | -2,518 | |
| Other income | 583 | 3,070 | 2,104 | -493 | 5,264 |
| Profits from investments accounted for using the equity method | 0 | 0 | 0 | 0 | 0 |
| Segment revenue | 7,535 | 12,190 | 2,804 | -3,011 | 19,518 |
| Net assets from sold real estate companies | 0 | 0 | 0 | 0 | 0 |
| Expenses on real estate sales | 0 | -3,743 | 0 | 0 | -3,743 |
| Other expenses | -5,858 | -5,746 | -8,721 | 2,633 | -17,693 |
| Losses from investments accounted for using the equity method | -7,490 | 0 | 0 | 0 | -7,490 |
| Segment expenses | -13,348 | -9,489 | -8,721 | 2,633 | -28,925 |
| EBI T |
-5,812 | 2,701 | -5,917 | -378 | -9,407 |
| Financial income | 777 | 213 | 502 | -112 | 1,380 |
| Financial expenses | -1,160 | -385 | -1,180 | 112 | -2,613 |
| Income taxes | -11 | -596 | 474 | 0 | -133 |
| Net profit/loss for the period | -6,207 | 1,933 | -6,121 | -378 | -10,773 |
| Significant non-cash expenses | 7,313 | 600 | 1,838 | 9,751 | |
| Impairment charge in net profit/loss for the period | 1,713 | 1,066 | 2,929 | 5,708 | |
| Reversal of impairment charges in net profit/loss for the period | 26 | 0 | 0 | 26 | |
| Additional information | |||||
| Segment assets | 51,604 | 8,995 | 6,970 | 67,570 | |
| of which investments accounted for using the equity method | 15,760 | 0 | 0 | 15,760 | |
| of which loans to investments accounted for using the equity method | 23 | 0 | 0 | 23 | |
| of which financial receivables and other financial assets | 1,384 | 369 | 2,239 | 3,992 | |
| of which tax refund claims | 3 | 0 | 296 | 299 | |
| Segment liabilities | 36,461 | 5,810 | 12,724 | 54,995 | |
| of which non-current financial debt | 33,623 | 1,374 | 4,251 | 39,248 | |
| of which current financial debt | 840 | 3,127 | 7,179 | 11,146 | |
| of which tax liabilities | 0 | 7 | 218 | 225 |
| Geographic segments | ||||
|---|---|---|---|---|
| in EUR '000 | D / A / NL 1) | CEE/SEE 1) | CIS 1) | Group |
| Revenue | 14,254 | 0 | 0 | 14,254 |
| Other income | 4,811 | 2 | 450 | 5,264 |
| Profits from investments accounted for using the equity method |
0 | 0 | 0 | 0 |
| Segment revenue | 19,065 | 2 | 450 | 19,518 |
| Additional information | ||||
| Segment assets | 42,006 | 8,927 | 16,637 | 67,570 |
| of which investments accounted for using the equity method | 1,846 | 3,563 | 10,351 | 15,760 |
| of which loans to investments accounted for using the equity method |
0 | 0 | 23 | 23 |
| of which financial receivables and other financial assets | 2,605 | 0 | 1,387 | 3,992 |
| of which tax refund claims | 299 | 0 | 0 | 299 |
| Segment liabilities | 54,365 | 356 | 274 | 54,995 |
| of which non-current financial debt | 38,957 | 193 | 98 | 39,248 |
1) CEE = Central & Eastern Europe; SEE = South-Eastern Europe; CIS = Commonwealth of Independent States
D / A / NL = Deutschland, Österreich und Niederlande
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Group segment reporting
Responsibility statement
Audit opinion
Financial calendar
| As at April 1, 2010 | Segments by business areas | ||||
|---|---|---|---|---|---|
| in EUR '000 | Investments | Asset Management |
Corporate Functions |
Group | |
| Additional information | |||||
| Segment assets | 62,652 | 10,309 | 17,279 | 90,240 | |
| of which investments accounted for using the equity method |
32,926 | 0 | 0 | 32,926 | |
| of which loans to investments accounted for using the equity method |
1,621 | 0 | 0 | 1,621 | |
| of which financial receivables and other financial assets | 37 | 487 | 2,892 | 3,416 | |
| of which tax refund claims | 146 | 0 | 187 | 332 | |
| Segment liabilities | 38,747 | 9,805 | 16,584 | 65,135 | |
| of which non-current financial debt | 35,895 | 3,871 | 7,727 | 47,494 | |
| of which current financial debt | 1,855 | 4,482 | 5,653 | 11,990 | |
| of which tax liabilities | 126 | 435 | 286 | 846 | |
| Geographic segments | ||||
|---|---|---|---|---|
| in EUR '000 | D / A / NL 1) | CEE/SEE 1) | CIS 1) | Group |
| Additional information | ||||
| Segment assets | 49,341 | 22,756 | 18,142 | 90,240 |
| of which investments accounted for using the equity method | 4,053 | 17,238 | 11,634 | 32,926 |
| of which loans to investments accounted or using the equity method |
0 | 0 | 1,621 | 1,621 |
| of which financial receivables and other financial assets | 3,401 | 0 | 15 | 3,416 |
| of which tax refund claims | 332 | 0 | 0 | 332 |
| Total liabilities | 63,091 | 1,870 | 175 | 65,135 |
| of which non-current financial debt | 45,799 | 1,695 | 0 | 47,494 |
1) CEE = Central & Eastern Europe; SEE = South-Eastern Europe; CIS = Commonwealth of Independent States
D / A / NL = Germany, Austria, and the Netherlands
| April 1, 2011 - March 31, 2012 | Geographic segments – additional information about Germany |
|---|---|
| in EUR '000 | D |
| Revenue | 38,440 |
| Other income | 1,636 |
| Profits from investments accounted for using the equity method | 56 |
| Segment revenue | 40,132 |
| Additional information | |
| Segment assets | 10,099 |
| of which investments accounted for using the equity method | 1,433 |
| of which loans to investments accounted for using the equity method | 0 |
| of which financial receivables and other financial assets | 1,872 |
| of which tax refund claims | 45 |
| Total liabilities | 13,300 |
| of which non-current financial debt | 8,776 |
| April 1, 2010 - March 31, 2011 | Geographic segments – additional information about Germany |
|---|---|
| in EUR '000 | D |
| Revenue | 6,952 |
| Other income | 605 |
| Profits from investments accounted for using the equity method | 0 |
| Segment revenue | 7,557 |
| Additional information | |
| Segment assets | 30,877 |
| of which investments accounted for using the equity method | 1,846 |
| of which loans to investments accounted for using the equity method | 0 |
| of which financial receivables and other financial assets | 1,568 |
| of which tax refund claims | 34 |
| Total liabilities | 42,214 |
| of which non-current financial debt | 33,380 |
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Group segment reporting | |
| Responsibility statement |
Audit opinion
Financial calendar
| As at April 1, 2010 | Geographic segments – additional information about Germany |
|---|---|
| in EUR '000 | D |
| Additional information | |
| Segment assets | 35,416 |
| of which investments accounted for using the equity method | 2,312 |
| of which loans to investments accounted for using the equity method | 0 |
| of which financial receivables and other financial assets | 2,565 |
| of which tax refund claims | 330 |
| Total liabilities | 42,153 |
| of which non-current financial debt | 38,342 |
Revenues for the fiscal year resulted from the rental of real estate which was generated in the Investments segment, and the sale of real estate which was generated in the Investments and Asset Management segments. In the geographical segment Germany, revenues in the reporting year of EUR 32,900 thousand stemmed from one significant customer.
The activities of the companies in the non-operating areas and the primary segment Corporate Functions is limited to the management of the subordinated subsidiaries and other companies.
The carrying amounts of the companies accounted for using the equity method (EUR 8,074 thousand; previous year: EUR 15,760 thousand) are allocated in their entirety to the Investments segment.
The carrying amounts of the companies accounted for using the equity method of EUR 8,074 thousand (previous year: EUR 15,760 thousand) are divided into regional segments as follows: Germany/Austria/Netherlands: EUR 1,433 thousand (previous year: EUR 1,846 thousand); the CEE/SEE region, EUR 0 thousand (previous year: EUR 3,563 thousand); and the CIS region EUR 6,641 thousand (previous year: EUR 10,350 thousand).
The assets available for sales in investments accounted for using the equity method are allocated in their entirety to the Investments segment and are into regional segments as follows: the CEE/SEE region (EUR 3,536 thousand) and the CIS region (EUR 270 thousand).
Scheduled depreciation and amortisation of property, plant, and equipment and of other intangible assets are divided among the Investments segment with EUR 7 thousand (previous year: EUR 7 thousand), the Asset Management segment with EUR 26 thousand (previous year EUR 25 thousand, and the Corporate Functions segment with EUR 6 thousand (previous year EUR 10 thousand).
Non-cash items mainly include impairment charges (the Investments segment with EUR 6,135 thousand; the Asset Management segment with EUR 568 thousand; the Corporate Functions segment with EUR 295 thousand) as well as the operating results of companies accounted for using the equity method (Investments segment with EUR -7,994 thousand).
The impairment charges of EUR 6,344 thousand in the Investments segment are comprised of EUR 3,617 thousand from real estate inventory, EUR 2,640 thousand from companies accounted for using the equity method, and EUR 87 thousand from trade accounts receivables and other receivables. The impairment charges of EUR 593 thousand in the Asset Management segment are comprised of EUR 391 thousand from goodwill and EUR 202 thousand from trade accounts receivables and other receivables. The impairment charges in the Corporate Functions segment amounted to EUR 295 thousand and are comprised of trade accounts receivables and other receivables as well as financial receivables and other financial assets.
Reversals of impairment charges in the Investments segment amounted to EUR 101 thousand and concern real estate inventory.
In the Investments segment, real estate inventory decreased as a result of the sale of the German residential portfolio and impairment charges (disposals through sales at the Group level: EUR 16,702 thousand).
Of the total Group revenues of the (EUR 39,794 thousand), EUR 38,440 thousand are attributed to Germany. The revenues primarily result from the sale of real estate (EUR 32,900 thousand) and rental income (EUR 5,506 thousand). An amount of EUR 1,388 thousand is attributed to Austria and is mainly the result of disposals of real estate and real estate companies (EUR 672 thousand) and asset management services (EUR 716 thousand).
The geographical allocation of revenues is based on the location of the rented property for rental income, on the location of the object sold for the sale of real estate, and on the location where the services were performed for asset management services.
Transactions among segments are carried out on the basis comparable external conditions.
Interest-rate risks to cash flows relate to cash held in deposit accounts and to variable interest rates on debt. The Company does not anticipate significant negative interest rate effects over the long term since the liquid funds are only available to the extent as of the balance sheet date until investments are made and will be subsequently employed in projects in line with planning. For the amount of EUR 3,589 thousand (previous year: 5,320 thousand) deposited as at the balance sheet date, a decline in the interest rate of 0.5% p.a. would result in a decrease in the yearly interest income of EUR 18 thousand (previous year: EUR 27 thousand. This is equivalent to EUR 2 thousand (rounded) per month.
Generally, a reference is made to the risk report in the Group management report.
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Notes to the consolidated financial statements Other notes
Responsibility statement
Audit opinion
Financial calendar
The Group's financial assets consist mainly of loans to companies accounted for using the equity method, other loans, trade accounts receivables and other receivables, financial receivables and other financial assets, as well as bank deposits. The major proportion of trade accounts receivables consists of receivables from rent and asset management. Potential defaults in this context are taken into consideration.
The Group's financial debt is comprised mainly of bank loans, overdrafts, trade payables, and loans granted. The main purpose of this financial debt is to finance the business activities of the Group.
The Group is exposed to various financial risks as a result of its business activities: foreign currency risk, interest-rate risk, credit risk, and liquidity risk. The overlying risk management system concentrates on the on-going identification of typical business risks and their active management. Risks within a certain range are accepted that are offset by corresponding return opportunities. The goal is to limit the exposure to peak risks in order not to jeopardise the continuance of the Company.
The Executive Board identifies, evaluates, and hedges financial risks in close collaboration with the asset manager and in coordination with the Supervisory Board of the Group.
MAGNAT is predominantly active on markets outside the eurozone, and is consequently also exposed to corresponding currency exchange rate risks. Where possible and practicable, projects are processed in the local currency (local currency debt financing of construction costs, for example). The change in the project's existing assets and liabilities has its effects within the currency translation reserve under other profit/loss in the statement of comprehensive income. When the Group's liabilities or assets are held in a foreign currency, this in turn has an effect on the consolidated statement of income. Generally, there are no material concentrations of foreign currency risk.
The Group has granted loans in USD to companies accounted for using the equity method in an amount equivalent to EUR 926 thousand.
The remaining exchange rate risk, which is mostly limited to invested equity and the potential profit, is only partially hedged. Generally, preference is given to hedging on an aggregated basis rather than individual project-related risks. Here, hedging is only considered when certain fluctuation ranges are exceeded and only for particular currencies and are limited to the equity invested (and not for the potential profit). This approach is based on a cost-benefit analysis, but also in the knowledge that exchange rate risk as a whole cannot be isolated entirely, it being rather the case that many additional interdependencies beyond pure exchangerate fluctuations play a role. In summary, the management of exchange rate risks is geared toward accepting currency risk within a certain range. Hedging is only used to cap peak risks on an aggregated basis and is only sought for certain currencies in order to counteract developments that could jeopardise the continuance of the Company. The foreign currency hedging strategy is determined in close coordination with the Supervisory Board.
The risk relating to the employment of equity can be quantified as follows, whereby MAGNAT has approximately 44% invested in the Ukraine (previous year: approximately 39%.
| in EUR '000 | Functional currency |
31/03/2012 | 31/03/2011 |
|---|---|---|---|
| Ukraine | UAH | 27,935 | 27,712 |
| Turkey | YTL | 675 | 4,770 |
| Romania | RON | 9,394 | 9,394 |
| Poland | PLN | 6,670 | 6,313 |
| Russia | EUR | 2,562 | 2,562 |
| Georgia | GEL | 1,481 | 1,481 |
| Bulgaria | BGN | 1,472 | 1,466 |
| Germany and Austria | EUR | 13,791 | 17,114 |
| Total | 63,979 | 70,812 |
The figures listed above are based on the historical values of MAGNAT Real Estate AG's employed equity. In fiscal year 2011/2012, the non-controlling interests of the former co-investor R- QUADRAT Capital Beta GmbH were acquired.
The following table shows a breakdown of assets and liabilities by currency (in EUR '000):
| EUR | Other | Total | |
|---|---|---|---|
| Investments accounted for using the equity method | 8,074 | 0 | 8,074 |
| Loans to investments accounted for using the equity method | 94 | 926 | 1,020 |
| Trade accounts receivables and other receivables | 4,632 | 946 | 5,578 |
| Financial receivables and other financial assets | 3,996 | 0 | 3,996 |
| Cash and cash equivalents | 3,329 | 260 | 3,589 |
| Assets available for sales in investments accounted for using the equity method |
3,536 | 270 | 3,806 |
| Other assets | 9,172 | 9,033 | 18,205 |
| 32,834 | 11,435 | 44,267 | |
| Non-current financial debt | 14,827 | 2 | 14,829 |
| Current financial debt | 5,362 | 26 | 5,388 |
| Other liabilities | 3,321 | 502 | 3,823 |
| 23,511 | 530 | 24,039 |
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Other notes
Responsibility statement
Audit opinion
Financial calendar
The MAGNAT Group utilises debt to finance its property projects, with some of its debt being at variable interest rates. As a consequence, the MAGNAT Group is exposed to interest-rate risks, since increases in the interestrate level increase its financing costs. An increase in the interest-rate level of +/-100 basis points would entail an increase, respectively decrease, in the Company's interest expenses of around EUR 42 thousand per year.
This policy is evaluated at regular intervals and in close coordination with the Supervisory Board.
The reported financial instruments simultaneously represent maximum credit and default risk. In the context of uniform risk management standards across the Group, the counterparty risk is assessed and supervised on a uniform basis. The aim is to minimise default risk. No insurance is taken out for counterparty risk. There is generally no significant concentration of credit risk within the Group. An analysis of the impaired receivables is provided in the following table:
| in EUR '000 | Gross receivables |
Impairments | Total |
|---|---|---|---|
| 31/03/2012 | |||
| Trade accounts receivables and other receivables | 3.107 | -1.707 | 1.400 |
| Financial receivables and other financial assets | 0 | 0 | 0 |
| 3.107 | -1.707 | 1.400 | |
| 31/03/2011 | |||
| Trade accounts receivables and other receivables | 2.111 | -1.402 | 709 |
| Financial receivables and other financial assets | 2.970 | -2.958 | 12 |
| 5.081 | -4.360 | 720 |
In the Company's initial phase, liquidity risk was primarily managed through holding liquidity reserve in the form of bank deposits available at all times, as well as, to a limited degree, credit lines that could be drawn down. Today, the liquidity position is significantly more dependent upon proceeds from disposals and the planned prolongation of loans as they come due. The liquidity position is also affected by any additional contributions for the continued financing of projects – particularly in connection with co-investors. Generally, there are no significant concentrations of liquidity risk.
Further information on risk management and on financial risks are provided in the risk report of the Management Report.
The overriding objective of the Group's capital management is to secure future debt repayment capability and to preserve the Group's financial net worth. The intention of the Executive Board is to obtain a sufficiently strong equity base, and to maintain the confidence of investors and the market. The Company also aims to strengthen its equity through profit retention. Whereas the equity commitment in Germany and Austria stands at 20 to 30% of the investment volume, significantly higher equity commitments must be allowed for in the CEE/SEE/CIS countries, especially in the early stages.
The Group monitors its capital through its equity ratio. Components of this ratio are the total assets in the consolidated balance sheet, and the shareholders' equity reported in the consolidated balance sheet that is attributable to both the parent company shareholders and non-controlling shareholders. MAGNAT intends to utilise the available equity as a means for a possible leverage, but will continue to maintain a solid equity ratio. As of March 31, 2012 the equity ratio stood at 45.7% (previous year: 18.6%). MAGNAT intends to maintain an equity ratio of more than 30%. The achievement of this goal will be accompanied by different processes. Disposals should be carried out at least at the higher of carrying amount and market value. Strict cost control and cost reduction measures should lead to an optimisation of the structure. Moreover, additional profit potential should be generated from asset management.
| March 31, 2012 | IAS 39 measurement | |||||
|---|---|---|---|---|---|---|
| in EUR '000 | Measure ment category |
Carrying amount |
Fair value through profit/loss |
Fair value through equity |
Amortised cost |
Fair value |
| Other financial assets | n,a, | 49 | 0 | 0 | 49 | 49 |
| Loans to investments accounted for using the equity method |
L&R | 1,020 | 0 | 0 | 1,020 | 1,020 |
| Other loans | L&R | 541 | 541 | 541 | ||
| Trade accounts receivables and other receivables |
L&R | 4,287 | 0 | 0 | 4,287 | 4,287 |
| Financial receivables and other financial assets |
L&R | 3,996 | 0 | 0 | 3,996 | 5,547 |
| Cash and cash equivalents | L&R | 3,589 | 0 | 0 | 3,589 | 3,589 |
| Non-current financial debt | o,L, | 14,829 | 0 | 0 | 14,829 | 13,068 |
| Trade payables and other liabilities | o,L, | 1,240 | 0 | 0 | 1,240 | 1,240 |
| Current financial debt | o,L, | 5,388 | 0 | 0 | 5,388 | 5,388 |
| Value per measurement category | L&R | 13,433 | ||||
| o,L, | -21,457 |
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements
Other notes
Financial calendar
| March 31, 2011 (adjusted) | IAS 39 measurement | |||||
|---|---|---|---|---|---|---|
| in EUR '000 | Measure ment category |
Carrying amount |
Fair value through profit/loss |
Fair value through equity |
Amortised cost |
Fair value |
| Other financial assets | n,a, | 119 | 0 | 0 | 119 | 119 |
| Loans to investments accounted for using the equity method |
L&R | 23 | 0 | 0 | 23 | 23 |
| Other loans | L&R | 416 | 0 | 0 | 416 | 416 |
| Trade accounts receivables and other receivables |
L&R | 5,618 | 0 | 0 | 5,618 | 5,618 |
| Financial receivables and other financial assets |
L&R | 3,992 | 0 | 0 | 3,992 | 5,934 |
| Cash and cash equivalents | L&R | 5,320 | 0 | 0 | 5,320 | 5,320 |
| Non-current financial debt | o,L, | 39,248 | 0 | 0 | 39,248 | 36,310 |
| Trade payables and other liabilities | o,L, | 2,223 | 0 | 0 | 2,223 | 2,223 |
| Current financial debt | o,L, | 11,146 | 0 | 0 | 11,146 | 11,146 |
| Value per measurement category | L&R | 15,369 | ||||
| o,L, | -52,617 | |||||
| March 31, 2011 (adjusted) | IAS 39 measurement | Value | ||||
|---|---|---|---|---|---|---|
| in EUR '000 | Measure ment category |
Carrying amount |
Fair value through profit/loss |
Fair value through equity |
Amortised cost |
Fair value |
| Other financial assets | n,a, | 163 | 0 | 0 | 163 | 163 |
| Loans to investments accounted for using the equity method |
L&R | 1,621 | 0 | 0 | 1,621 | 3,216 |
| Other loans | L&R | 0 | 0 | 0 | 0 | 0 |
| Trade accounts receivables and other receivables |
L&R | 8,790 | 0 | 0 | 8,790 | 11,536 |
| Financial receivables and other financial assets |
L&R | 3,416 | 0 | 0 | 3,416 | 4,902 |
| Cash and cash equivalents | L&R | 8,822 | 0 | 0 | 8,822 | 8,822 |
| Value per measurement category | L&R | 22,649 |
Meaning of abbreviations:
L&R: Loans and Receivables
n.a. not applicable
o.L. other Liabilities
The carrying amount is assumed to be equal to the fair value for trade accounts receivables and other receivables, the current other financial assets and liabilities, and cash and cash equivalents due to their shortterm maturities. The fair value of non-current financial debt and financial receivables is derived from the present value of expected future cash flows. The discount rate is based on the prevailing interest rates at the reporting date.
The carrying amounts of the financial instruments represent the maximum default risk:
| adjusted | adjusted | |
|---|---|---|
| 9,844 | 10,049 | 13,827 |
| 3,589 | 5,320 | 8,822 |
| 49 | 119 | 163 |
| 13,482 | 15,488 | 22,812 |
| MAGNAT at a glance |
|---|
| Foreword of the Executive Board |
| Group management report |
| Consolidated financial statements |
| Notes to the consolidated |
| financial statements |
| Other notes |
| Responsibility statement |
| Audit opinion |
| Financial calendar |
The maximum default risk of loans and receivables is divided according to regional considerations as follows:
| in EUR '000 | 31/03/2012 | 31/03/2011 adjusted |
01/04/2010 adjusted |
|---|---|---|---|
| Germany, Austria and the Netherlands |
5,009 | 7,423 | 7,137 |
| Poland | 1,950 | 1,099 | 875 |
| Ukraine | 77 | 69 | 4,099 |
| Georgia | 938 | 30 | 459 |
| Other countries | 1,871 | 1,428 | 1,257 |
| Total | 9,844 | 10,049 | 13,827 |
The Group's cash and cash equivalents are divided according to regional considerations as follows:
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Cash and cash equivalents in euro countries |
3,329 | 5,114 |
| Cash and cash equivalents in other countries |
260 | 206 |
| Total | 3,589 | 5,320 |
As per the prior year's reporting date, there were no overdue loans and receivables as at March 31, 2012.
| Net gains and losses 01/04/2011 - 31/03/2012 |
From subsequent measurement | |||||
|---|---|---|---|---|---|---|
| in EUR '000 | from interest | at fair value |
Currency difference |
Impairments | Reversal of impairments |
Net profit/ loss |
| Loans and Receivables | 810 | -1 | -584 | 745 | 970 | |
| Other financial assets | 0 | -2 | -2 | |||
| Other Liabilities | -2,587 | 45 | -2,542 | |||
| Total | -1,777 | -2 | 44 | -584 | 745 | -1,574 |
| Net gains and losses 01/04/2010 - 31/03/2011 |
From subsequent measurement |
| from interest | at fair value |
Currency difference |
Impairments | Reversal of impairments |
Net profit/ loss |
|---|---|---|---|---|---|
| 1,380 | -5 | -4,260 | -2,885 | ||
| 0 | -6 | -6 | |||
| -2,370 | -2,370 | ||||
| -990 | -6 | -5 | -4,260 | 0 | -5,261 |
L&R: loans and receivables
n.a. not applicable
o.L. other liabilities
MAGNAT at a glance Foreword of the Executive Board Group management report Consolidated financial statements Notes to the consolidated financial statements Other notes Responsibility statement Audit opinion Financial calendar
For receivables from the leasing of commercial and residential property in Germany, proportionate impairments were recognised in an amount of EUR 87 thousand in the Investments segment based of the assessment of the tenants' creditworthiness.
Based on the status of information available, it is assumed that those receivables that are not overdue or impaired have retained their value, and are consequently collectable. This assumption is subject to constant monitoring.
Impairment charges during the reporting period are distributed as follows among the classes of financial instruments:
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Trade accounts receivables and other receivables |
539 | 1,315 |
| Financial receivables | 45 | 2,945 |
| Total | 584 | 4,260 |
Future outgoing payments related to financial debt are presented in the following table:
| in EUR '000 | 2012/2013 | 2013/2014 | 2014/2015 | 2015/2016 | 2016/2017 | After March 31, 2017 |
|---|---|---|---|---|---|---|
| DKB loan for 1.MAGNAT Immobilienges. mbh | ||||||
| Interest | 155 | 150 | 37 | |||
| Repayment | 107 | 112 | 3,217 | |||
| DKB loan for 5.MAGNAT Immobilienges. mbh | ||||||
| Interest | 169 | 164 | 40 | |||
| Repayment | 117 | 122 | 3,513 | |||
| Loan for R-QUADRAT Immobilien Management Gmbh & Co. Grazer Straße 59-61 KG |
||||||
| Interest | 15 | 15 | 14 | 14 | 14 | 63 |
| Repayment | 7 | 7 | 7 | 7 | 7 | 353 |
| Loan for MAGNAT Asset Management Gmbh & Co. Kastnergasse 16 KG |
||||||
| Interest | 10 | 10 | 10 | 9 | 8 | 25 |
| Repayment | 34 | 35 | 36 | 262 | ||
| Mezzanine loan | ||||||
| Interest | 3,886 | |||||
| Repayment | 2,400 | |||||
| Financial debt to R-QUADRAT Capital Beta Gmbh | ||||||
| Repayment | 2,000 | |||||
| Loan R-QUADRAT Capital Gamma Gmbh | ||||||
| Interest | 173 | |||||
| Loan AURAGUS Gmbh | ||||||
| Interest | 71 | |||||
| Repayment | 2,000 | |||||
| Loan MAGNAT Immobilien Gmbh & Co. Brünner Straße 261-263 KG |
||||||
| Interest | 13 | |||||
| Repayment | 567 | |||||
| Loan MAGNAT Capital Markets Gmbh | ||||||
| Repayment | 483 | |||||
| Profit participation certificates MAGNAT Capital Markets Gmbh | ||||||
| Repayment | 26 | |||||
| Other financial debt | 2,396 | 2 | ||||
| Trade payables and other liabilities | 1,513 | |||||
| Total | 7,313 | 2,582 | 13,159 | 65 | 65 | 1,212 |
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Notes to the consolidated financial statements Other notes
Responsibility statement
Audit opinion
Financial calendar
In the fiscal year under review, MAGNAT Real Estate AG assumed the non-controlling interests and receivables of the former co-investor R-QUADRAT Capital Beta GmbH. As part of this agreement, the acquired assets were pledged in favour of R-QUADRAT Capital Beta GmbH in order to secure the existing financial debt (in the amount of the nominal value of EUR 2 thousand (see section E 5.2).
In the year under review, the law firm of Supervisory Board member Dr. Christoph Jeannée rendered consultancy services to MAGNAT in an amount of EUR 315 thousand (previous year: EUR 45 thousand) plus VAT. As at March 31, 2012, liabilities due to the law firm existed in the amount of EUR 97 thousand (previous year: EUR 3 thousand).
There were consultancy relationships between MAGNAT (especially MAGNAT Asset Management GmbH) and the company of Supervisory Board member Friedrich Lind. In the fiscal year under review, an amount of EUR 55 thousand (previous year: EUR 187 thousand) was invoiced by Mr. Lind for the services provided. Of this amount there were no outstanding liabilities in the Group as at March 31, 2012.
In the previous year, there was a consultancy relationship between MAGNAT and the company of Supervisory Board member Dr. Carsten Strohdeicher, and an associated company of MAGNAT. The consulting agreement comprised consulting for, and the broking of, external financing for real estate projects in Germany. In the previous year, EUR 6 thousand plus VAT was paid for the consultancy services provided. As at March 31, 2012, there were no outstanding liabilities to the company of the Supervisory Board member Dr. Carsten Strohdeicher.
The Supervisory Board granted its assent to all contractual relationships.
In fiscal year 2011/2012, AURAGUS GmbH, Vienna granted MAGNAT a loan in the amount of EUR 2 thousand for which no collateral was provided. AURAGUS GmbH is attributed to the company of Supervisory Board member Friedrich Lind.
Explanations to the Executive Board's remuneration are made under I.6.
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Trade accounts receivables and other receivables | 52 | 382 |
| Financial receivables and other financial assets | 65 | 2 |
| Trade payables and other liabilities | 69 | 0 |
The balance of trade accounts receivables and other receivables is based on the offsetting of asset management services. Regarding financial receivables and other financial assets reference is made to the E.2.3. Trade payables and other liabilities are related to the leasing of office space.
| in EUR '000 | 31/03/2012 | 31/03/2011 |
|---|---|---|
| Loans to investments accounted for using the equity method |
1,020 | 23 |
| Financial receivables and other financial assets |
3,639 | 3,505 |
| Current financial debt | 164 | 22 |
Please refer to the remarks under E.1.5 concerning loans to companies accounted for using the equity method. Regarding financial receivables and other financial assets reference is made to the E.2.3. The balance of current financial debt is based on other financial debt.
Volume of business transactions with companies accounted for using the equity method:
| in EUR '000 | 01/04/2011 - 31/03/2012 | 01/04/2010 - 31/03/2011 |
|---|---|---|
| Loans to investments accounted for using the equity method |
1.001 | 472 |
| Trade accounts receivables and other receivables |
667 | 514 |
| Financial receivables and other financial assets |
126 | 908 |
| Current financial debt | 4 | 11 |
There is no collateral in the case of receivables due from companies accounted for using the equity method.
In addition, there were consultancy relationships between MAGNAT (especially MAGNAT Asset Management GmbH) and the company of Supervisory Board member Dr. Falko Müller-Tyl. He holds an indirect interest in MAGNAT. In the fiscal year under review, these consultancy relationships amounted to payments of EUR 114 thousand (previous year: EUR 173 thousand) plus VAT. As of March 31, 2012, there were no outstanding debts in the Group related to this amount.
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Other notes
Responsibility statement
Audit opinion
Financial calendar
The Supervisory Board granted its assent to this consulting relationship
The auditor's fee reported as expenses in the fiscal year under review can be split as follows (amounts including value-added tax):
| in EUR '000 | 2011/2012 | 2010/2011 |
|---|---|---|
| Auditing services | 263 | 283 |
| Other assurance services | 169 | 40 |
| 432 | 323 |
At the end of July 2012, MAGNAT Asset Management GmbH was able to profitably dispose of the Brünnerstraße project in Vienna Austria which had been acquired in November 2011. Following the disposal and after the deduction of financial liabilities, MAGNAT will receive proceeds in an amount of EUR 0.5 million. There were no other events of material significance subsequent to the close of the fiscal year on March 31, 2012 and the completion of this report on August 22, 2012.
In accordance with the Articles of Association, the Executive Board conducts business under its own responsibility.
The Executive Board members in the year under review were as follows:
Dr. Marc-Milo Lube, Spokesman for the Executive Board
Jürgen Georg Faè
For fiscal year 2011/2012, the Executive Board of MAGNAT Real Estate AG received fixed remuneration (shortterm benefits) totalling EUR 413 thousand (previous year: EUR 405 thousand) which is split as follows (amounts in EUR '000):
| 2011/2012 | 2010/2011 | |
|---|---|---|
| Dr. Marc-Milo Lube | 223 | 55 |
| Jürgen Georg Faè | 190 | 193 |
| Jan Oliver Rüster | 0 | 157 |
| 413 | 405 |
In fiscal year 2011/2012, severance payments were recognised to the former Executive Board member, Jan Oliver Rüster, in the amount of EUR 270 thousand.
If an employment contract of an Executive Board member is ended prematurely through a proper cancellation on the part of MAGNAT, the Executive Board member is entitled to a severance payment in monthly instalments equal to 50 % of the sum of his outstanding contract until the end of the actual term of the employment contract. The amount of the payment is based on his fixed salary.
The following table provides the names and activities of the Supervisory Board members.
| Name | Function | Profession | Period | Remunera tion (in EUR '000) *) |
|---|---|---|---|---|
| Prof. Dr. Werner Schaffer | Chairman | Tax Consultant | since July 7, 2006 | 19 |
| Dr. Carsten Strohdeicher | Deputy Chairman | Independent Management Consultant |
since July 7, 2006 | 13 |
| Dr. Christoph Jeannée | Lawyer | since July 31, 2006 | 6 | |
| Mag. Wolfgang Quirchmayr | Tax Consultant | since October 27, 2011 | 3 | |
| Friedrich Lind | Merchant | since December 9, 2009 | 6 | |
| Andreas Lange | Management Board mem ber of Altira AG |
until August 5, 2011 | 2 | |
| Dr. Stefan Schütze LL.M. | Lawyer | since April 4, 2011 | 6 | |
| 55 |
*) Remuneration excluding reimbursement of expenses and value-added tax
In addition, Supervisory Board members were reimbursed for travel costs amounting to EUR 12 thousand.
| 31/03/2012 | 31/03/2011 | |
|---|---|---|
| Permanent employees | 27 | 29 |
| 27 | 29 | |
The average number of employees for fiscal year 2011/2012 was 28 (fiscal year 2010/2011: 25).
MAGNAT at a glance Foreword of the Executive Board Group management report
Consolidated financial statements
Responsibility statement
Audit opinion
Financial calendar
The statements of compliance with the German Corporate Governance Code required by Section 161 of the German Stock Corporation Act (AktG) are made available by the Company to shareholders once each calendar year. The statement of compliance with the German Corporate Governance Code was issued, and is permanently accessible to shareholders on MAGNAT's website under "Company" (http://www.magnat.ag/de/ company/governance.php).
The consolidated financial statements presented were prepared by the Executive Board on August 22, 2012 and have been released for publication.
Frankfurt am Main, August 22, 2012
MAGNAT Real Estate AG
Dr. Marc-Milo Lube Jürgen Georg Faè
Executive Board member Executive Board member
| Company | Type | Head Office |
|---|---|---|
| MAGNAT Real Estate AG | Group parent company | Germany, Frankfurt am Main |
| Lumpsum Eastern European Participations C.V. | Subsidiary | The Netherlands, Osterhout |
| MAGNAT Investment I B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendamm |
| Erste MAGNAT Immobiliengesellschaft mbH | Subsidiary | Germany, Frankfurt am Main |
| Zweite MAGNAT Immobiliengesellschaft mbH | Subsidiary | Germany, Frankfurt am Main |
| SC TEO Impex International Consulting S.r.l. | Subsidiary | Romania, Bucharest |
| Dritte MAGNAT Immobiliengesellschaft mbH | Subsidiary | Germany, Frankfurt am Main |
| Vierte MAGNAT Immobiliengesellschaft mbH | Subsidiary | Germany, Frankfurt am Main |
| Fünfte MAGNAT Immobiliengesellschaft mbH | Subsidiary | Germany, Frankfurt am Main |
| MAGNAT Real Estate UA III B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA VI B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA VII B.V. | 2) | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA VIII B.V. | 2) | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA X B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA XI B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| R Quadrat Bulgaria EOOD | Subsidiary | Bulgaria, Sofia |
| SC Victory International Consulting S.r.l. | Subsidiary | Romania, Bucharest |
| OXELTON ENTERPRISES LIMITED | Joint venture 4) | Cyprus, Limassol |
| Carmen Trading Ltd. | Joint venture 8) | Ukraine, Kiev |
| Irao Magnat Digomi LLC | Subsidiary | Georgia, Tbilisi |
| Irao Magnat 28/2 LLC | Joint venture | Georgia, Tbilisi |
| Magnat Tbilisi Office 1 LLC | Subsidiary | Georgia, Tbilisi |
| Magnat Tbilisi Residential 1 LLC | 2) | Georgia, Tbilisi |
| Vlemegona Holdings Ltd. | 3) 5) | Cyprus, Limassol |
| R-QUADRAT Ukraine VII Ltd. | 2) | Ukraine, Kiev |
| R-QUADRAT Ukraine VIII Ltd. | 2) | Ukraine, Kiev |
| R-QUADRAT Ukraine X Ltd. | 2) | Ukraine, Kiev |
| Kappatrade Ltd. | Subsidiary | Ukraine, Kiev |
| R-QUADRAT Ukraine XI Ltd. | 2) | Ukraine, Kiev |
| Polartrade Ltd. | Subsidiary | Ukraine, Kiev |
| MAGNAT Investment II B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate Project Sadko B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA IV B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA V B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Esate New Project Sadko B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA I B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Real Estate UA XII B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| OOO Sadko Holding | Subsidiary | Russia, Moscow |
| R-QUADRAT Ukraine Gamma Ltd. | Subsidiary | Ukraine, Kiev |
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Other notes
Responsibility statement
Audit opinion
Financial calendar
| Profit/loss for last fiscal year |
Interest in equity % 1) |
Shareholders' equity in EUR '000 as at 31/03/12 |
|---|---|---|
| 94.00 | -2 | |
| 99.64 | 63,425 | |
| 100.00 100.00 |
1,960 4,104 |
|
| 100.00 | 2,629 | |
| 100.00 | 257 | |
| 100.00 | -1,505 | |
| 100.00 | -405 | |
| 100.00 | 2,933 | |
| 100.00 | 4,076 | |
| 0 | 100.00 | 15 |
| 0 | 100.00 | 15 |
| 100.00 | -25 | |
| 100.00 | 29 | |
| 100.00 | 328 | |
| 100.00 | 973 | |
| 60.00 | 1,547 | |
| 60.00 | 7) | |
| 75.00 | -783 | |
| 50.00 | -836 | |
| 100.00 | 54 | |
| 0 | 100.00 | 0 |
| -4 | 60.00 | -23 |
| -1 | 100.00 | 4 |
| 0 | 100.00 | 5 |
| 0 | 100.00 | 5 |
| 0 | 100.00 100.00 |
-2,098 5 |
| 100.00 | -2,353 | |
| 100.00 | 6,118 | |
| 100.00 | 57 | |
| 100.00 | 1,426 | |
| 100.00 | 1,440 | |
| 100.00 | 479 | |
| 100.00 | 2,705 | |
| 100.00 | 114 | |
| 100.00 | 66 | |
| 100.00 | 274 |
1) The share in the equity corresponds to the control relationship before taking into account any non-controlling interests within the Group; the share of voting rights corresponds to the equity share
2) Subsidiary, not included in the consolidated financial statements
3) Joint venture, not accounted for using the equity method
4) Based on internal subgroup financial statements underlying these consolidated financial statements
5) Stated amounts are based on the financial statement as of 31/12/2011 and as of 31/03/2011 respectively
6) Companies held directly or indirectly by Hekuba S.à.r.l.
7) No information provided for these companies as they are already included in the consolidated subgroup financial statements of the corresponding parent company
8) Subsidiary of OXELTON ENTERPRISES Limited
Company Type Head Office Shareholders' equity in
| OOO New Sadko Holding | Subsidiary | Russia, Moscow |
|---|---|---|
| Zetatrade Ltd. | Subsidiary | Ukraine, Kiev |
| R-QUADRAT Ukraine XII Ltd. | Subsidiary | Ukraine, Kiev |
| MAGNAT Investment III B.V. | 3) | The Netherlands, Hardinxveld Giessendam |
| MAGNAT Investment IV B.V. | Subsidiary | The Netherlands, Hardinxveld Giessendam |
| IRAO Magnat Gudiashvili LLC | Joint venture | Georgia, Tbilisi |
| R-Quadrat Polska Alpha Sp. z o.o. | Joint venture | Poland, Warsaw |
| MAGNAT Development GmbH | 2) 5) | Germany, Frankfurt am Main |
| Hekuba S.à.r.l. | Joint venture 4) | Luxemburg, Luxemburg |
| Anadolu Gayrimenkul Yatirimciligi ve Ticaret A.S | Joint venture 6) | Turkey, Instanbul |
| Bersan Gayrimenkul Yatirim A.S. | Joint venture 6) | Turkey, Instanbul |
| Manisa Cidersan Gayrimenkul Yatirim A.S | Joint venture 6) | Turkey, Instanbul |
| Sehitler Gayrimenkul Yatirim A.S | Joint venture 6) | Turkey, Instanbul |
| Ephesus Gayrimenkul Yatirim A.S | Joint venture 6) | Turkey, Instanbul |
| Kilyos Gayrimenkul Yatirim A.S. | Joint venture 6) | Turkey, Instanbul |
| Russian Land AG | Associated company | Austria, Vienna |
| SQUADRA Immobilien GmbH & Co. KGaA, | Associated company 4) | Germany, Frankfurt am Main |
| MAGNAT AM GmbH | Subsidiary | Austria, Vienna |
| MAGNAT Asset Management GmbH | Subsidiary | Austria, Vienna |
| MAGNAT Capital Markets GmbH | Subsidiary | Austria, Vienna |
| MAGNAT Asset Management Deutschland GmbH | Subsidiary | Germany, Frankfurt am Main |
| MAGNAT Immobilien GmbH & Co. Schumanngasse 16 KG | Subsidiary | Austria, Vienna |
| R-QUADRAT Immobilien Management GmbH & Co. Grazer Straße 59-61 KG | Subsidiary | Austria, Vienna |
| MAGNAT Asset Management GmbH & Co. Kastnergasse 16 KG | Subsidiary | Austria, Vienna |
| Prunus Sp. z o.o. i.L. | Joint venture 3) | Poland, Warsaw |
| Lygos Sp.z o.o. i.L. | Joint venture 3) | Poland, Warsaw |
| MAGNAT Asset Management Ukraine Ltd. | Subsidiary | Ukraine, Kiev |
| MAGNAT Immobilien GmbH | Subsidiary | Austria, Vienna |
| MAGNAT Immobilien GmbH & Co Brünner Straße 261-263 KG | Subsidiary | Austria, Vienna |
MAGNAT at a glance Foreword of the Executive Board
Group management report
Consolidated financial statements
Other notes
Responsibility statement
Audit opinion
Financial calendar
| Profit/loss for last fiscal year |
Interest in equity % 1) |
Shareholders' equity in EUR '000 as at 31/03/12 |
|---|---|---|
| 100.00 | 28 | |
| 100.00 | -483 | |
| 100.00 | 96 | |
| -4 | 50.00 | 1 |
| 100.00 | 925 | |
| 50.00 | -57 | |
| 50.00 | -8,490 | |
| -10 | 74.80 | -8 |
| 32.44 | 16,944 | |
| 32.44 | 7) | |
| 32.44 | 7) | |
| 32.44 | 7) | |
| 32.44 | 7) | |
| 32.44 | 7) | |
| 32.44 | 7) | |
| 40.34 | 3,207 | |
| 16.13 | 18,476 | |
| 100.00 | 23,099 | |
| 100.00 | 16,960 | |
| 100.00 | 309 | |
| 100.00 | 74 | |
| 100.00 | 446 | |
| 99.00 | -33 | |
| 100.00 | 656 | |
| 50.00 | N/A | |
| 50.00 | N/A | |
| 100.00 | -41 | |
| 100.00 | 31 | |
| 100.00 | -20 |
1) The share in the equity corresponds to the control relationship before taking into account any non-controlling interests within the Group; the share of voting rights corresponds to the equity share
2) Subsidiary, not included in the consolidated financial statements
3) Joint venture, not accounted for using the equity method
4) Based on internal subgroup financial statements underlying these consolidated financial statements
5) Stated amounts are based on the financial statement as of 31/12/2011 and as of 31/03/2011 respectively
6) Companies held directly or indirectly by Hekuba S.à.r.l.
7) No information provided for these companies as they are already included in the consolidated subgroup financial statements of the corresponding parent company
8) Subsidiary of OXELTON ENTERPRISES Limited
As the Executive Board of MAGNAT Real Estate AG, we hereby confirm to the best of our knowledge, and in accordance with the applicable reporting principles, that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the Group, and furthermore that the consolidated management report includes a fair review of the development of the business including the results and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.
Frankfurt am Main, August 22, 2012 MAGNAT Real Estate AG
Dr. Marc-Milo Lube Jürgen Georg Faè
| MAGNAT at a glance | |
|---|---|
| Foreword of the Executive Board | |
| Group management report | |
| Consolidated financial statements | |
| Notes to the consolidated | |
| financial statements | |
| Responsibility statement | |
| Audit opinion | |
| Financial calendar |
We have audited the consolidated financial statements prepared by MAGNAT Real Estate AG, Frankfurt am Main comprising the consolidated balance sheet, consolidated statement of income, statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements as well as the Group management report for the fiscal year from April 1, 2011 to March 31, 2012. It is the responsibility of the Executive Board of the Company to prepare the consolidated financial statements and Group management report in accordance with IFRS as applicable in the EU and with the supplementary provisions of German commercial law applicable pursuant to Section 315a, (1) of the German Commercial Code (HGB). Our task is to deliver a judgment on the consolidated financial statements and the Group management report on the basis of the audit we have undertaken.
We have conducted our audit of the consolidated financial statements in accordance with Section 317 (HGB) in consideration of the German auditing standards defined by the Institut der Wirtschaftsprüfer (IDW). These require the audit to be planned and conducted in such a manner as to detect, with adequate certainty, any inaccuracies or infringements which may have a significant impact on the impression of the assets, financial and earnings situation, as conveyed by the consolidated financial statements in consideration of the applicable accounting standards, and by the consolidated management report. In determining the actions to be taken as part of the auditing procedure, consideration was given to the knowledge of the business activities of the Group and its economic and legal environment, as well as to the possible errors likely to be encountered. In the course of the audit, the effectiveness of the internal accounting control system and proof of the information contained in the consolidated financial statements and Group management report, were assessed on the basis of random samples. The audit encompasses an appraisal of the annual financial statements of the companies integrated into the consolidated accounts, the demarcation of the group of consolidated companies, the accounting and consolidation principles applied, and the principal assessments made by the Executive Board, as well as an evaluation of the overall presentation of the consolidated financial statements and Group management report. We are of the opinion that our audit forms an adequately secure foundation on which to base our judgment.
Our audit has caused us to raise no objections.
In our judgment based on the findings of our audit, the consolidated financial statements comply with IFRS as applicable in the EU and with the supplementary provisions of German commercial law applicable pursuant to Section 315a, (1) of the German Commercial Code (HGB) and in consideration of these standards convey an image of the assets, financial and earnings position of the Group which concurs with the true circumstances. The Group management report is consistent with the consolidated financial statements and overall presents an accurate image of the position of the Group and the opportunities and risks of future development.
Frankfurt am Main, August 23, 2012
KPMG AG Wirtschaftsprüfungsgesellschaft
| Möller | Klein |
|---|---|
| Auditor | Auditor |
| Event | Date |
|---|---|
| Q1 interim release as of June 30, 2012 | 03/09/12 |
| Annual General Meeting / Frankfurt am Main | 29/10/12 |
| Interim financial report as of September 30, 2012 | 30/11/12 |
| Q3 interim release as of December 30, 2012 | 11/02/13 |
| Annual Report 2012/2013 | 30/07/13 |
This report is also available in German. The German version of this report is authoritative.
Concept / Layout designhouse
Lyoner Straße 32 D-60528 Frankfurt/Main T +49 (0) 69 719 189 79-0 F +49 (0) 69 719 189 79-11 [email protected] www.magnat.ag
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.