Quarterly Report • Oct 16, 2013
Quarterly Report
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| Key figures, SEKm | 2013 July–Sep |
2012 July–Sep |
2013 Jan–Sep |
2012 Jan–Sep |
|---|---|---|---|---|
| Rental income | 513 | 469 | 1,545 | 1,389 |
| Net operating income | 367 | 336 | 1,071 | 953 |
| Profit from property management activities | 162 | 154 | 462 | 436 |
| Profit before tax | 511 | 165 | 1,750 | 1,492 |
| Profit/loss after tax | 420 | 118 | 1,451 | –708 |
| Surplus ratio, % | 72 | 72 | 69 | 69 |
| Equity/assets ratio, % | – | – | 35 | 32 |
| Equity per share, SEK | – | – | 75 | 66 |
Interim Report 2013 januarY September
Rental income increased to SEK 1,545m (1,389). The year-on-year change was due to growth through positive net lettings and completed projects.
3
During the third quarter, we continued to demonstrate revenue growth and increasing values for both the property management portfolio and the project portfolio. All three business areas contributed to overall earnings.
We have highly set goals for our operations moving forward. A stable market with healthy demand for modern office premises in prime locations provides a solid platform ensuring that Fabege can progress towards achieving our ambitious goals. The result for the third quarter demonstrated continued revenue growth as a result of positive net lettings and occupancies of project properties completed earlier.
Fabege is now creating growth through value-generating investments in the company's project portfolio and via value increases in the property management portfolio, primarily due to the signing of leases and higher rents. At Fabege, we have extensive experience of developing properties and completing major development projects. We have solid knowledge of the markets we serve and are thus well placed for continued favourable net lettings. We have signed a number of key major contracts entailing that we will continue to develop properties, not least in Arenastaden. Our aim of return on investment exceeding 20 per cent value growth is met amply. However, certain improvements still have to be made before I
will be satisfied with net lettings. Although the rental market in Stockholm is stable, the processes are often protracted and we have still not completed a number of the attractive processes we have under way. However, we have time on our side and project properties that will attract attention in a number of ways due to, for example, prime locations, modern flexible floor space and an advanced service concept. We strive for sustainable property ownership and endeavour to ensure that our property development activities and the properties we own have the smallest possible environmental footprint. We have already come a very long way, but there is more work to be done to contribute to sustainable urban development.
Arenastaden is an integral part of Fabege's continued development. I become increasingly impressed by Arenastaden's fantastic location, with its proximity to Stockholm City and excellent communications. For a large portion of Stockholmers, Arenastaden will be one of the most accessible and closest workplaces. The pieces of the puzzle for the vibrant city district are
Fabege's business model
starting to fall into place. Quality Hotel Friends was inaugurated in September and work on the infrastructure and the Mall of Scandinavia is proceeding. There is great potential to continue to develop and do something good with the assets we already own or jointly own in the area.
On 30 September, we received the rulings in a number of our ongoing tax cases. On the basis of these rulings, we stand by the decision we took last summer to reserve SEK 1.9bn. We anticipate that a decision on most of the cases outstanding will be issued in the near future. We are lodging an appeal. Meanwhile, we are confident in our ability to cope with a future eventual payment and that Fabege will remain on a strong footing.
Christian Hermelin Chief Executive Officer
Property management is Fabege's main business area. The properties are managed by an efficient in-house organisation, which is divided into separate property management areas. Each area has a large degree of individual responsibility to ensure a high degree of commitment and proximity to the customer. The company's close-to-thecustomer property management activities are designed to support a high occupancy rate and encourage customers to remain with Fabege. Satisfied customers help to improve our net operating income.
Fabege aims to acquire properties that offer better growth opportunities than existing investment properties in the portfolio. As a significant player in a number of selected submarkets, Fabege has acquired in-depth experience and knowledge about the markets, plans for development, other players and individual properties. The company continuously monitors and analyses developments with a view to exploiting opportunities to add value to its property portfolio.
Adding value
Property development in properties with growth potential is a key element of Fabege's business model, with the aim of adding value. In addition to developing and improving acquired properties, Fabege already has a number of development and project properties in its portfolio, and seeks to develop their potential as market conditions permit. The volume of projects is adapted to market demand. New builds and more extensive development projects are always based on the principles defined in the Environmental Building programme.
Fabege aims to sell properties that are located outside the concentrated property management units or have limited prospects for further growth. Location, condition and vacancies are key factors determining the growth potential of a property. A fully let property with modern and efficient premises that is deemed to have limited potential for rent increases and capital growth could thus become a candidate for divestment.
As a result of the strong net lettings in the year-earlier period and the completion of projects, rental income increased and net operating income improved. Development operations and realised changes in value also contributed to the continued positive trend.
Profit before tax for the period increased to SEK 1,750m (1,492). The factors underlying the earnings trend included an increase in net operating income and positive unrealised changes in the value of derivatives and shares, although unrealised changes in the value of the property portfolio declined. Profit after tax for the period amounted to SEK 1,451m (–708), corresponding to earnings per share of SEK 8.79 (–4.36).
Profit in the year-earlier period was charged with a provision of SEK 1,900m pertaining to ongoing tax cases.
Rental income increased to SEK 1,545m (1,389) and net operating income to SEK 1,071m (953). The increase in rental income was attributable to positive net lettings and completed project properties. While the surplus ratio increased slightly, it was unchanged when rounded off at 69 per cent (69), despite operating profit being charged with higher costs resulting from the cold and snowy winter early in the year. In a comparable portfolio, rental income increased 14 per cent while operating income rose approximately 15 per cent.
Realised changes in the value of properties amounted to SEK 125m (146) and unrealised changes in value to SEK 592m (1,064). The unrealised change of SEK 278m (447) in the value of the portfolio of investment properties was primarily attributable to properties with potential for an increase in rent levels and a reduction in vacancy rates, as well as a marginally lower yield requirement.
The project portfolio contributed to an unrealised change in value of SEK 314m (617), primarily due to development gains in the major project properties.
Shares in the profit of associated companies were a SEK –32m (0), mainly due to high initial costs for Sweden Arena Management, which runs Friends Arena. Changes in the value of interest-rate derivatives and shares totalled SEK 571m (–154). Higher long-term interest rates resulted in a sharp decline in the deficit value of the derivative portfolio during the period. Revaluation of the Catena holdings at market value (current price), resulted in an unrealized change in value of SEK 115m. Net interest expense increased to SEK –531m (–476), due to higher indebtedness and a somewhat higher average interest rate.
Tax for the period amounted to SEK –299m (–2,200). The preceding year's tax expense included a provision of SEK 1,900m for ongoing tax cases. Operating taxes are calculated at a rate of 22 per cent on taxable earnings. Property sales led to deferred tax revenue totalling SEK 44m.
Business model's contribution to earnings
| SEKm | Jan–Sep 2013 |
Jan–Sep 2012 |
|---|---|---|
| Profit from Property Management | 478 | 459 |
| Changes in value (portfolio of investment properties) |
278 | 447 |
| Contribution from Property Management |
756 | 906 |
| Profit from Property Management | –16 | –23 |
| Changes in value (profit from Property Development) |
314 | 617 |
| Contribution from Property Development |
298 | 594 |
| Contribution from Transactions (Realised changes in value) |
125 | 146 |
| Total contribution from the operation |
1,179 | 1,646 |
Profit contributed SEK 647m (598) to liquidity. After an increase of SEK 229m (–179) in working capital, which varies primarily as a result of the impact of occupancy/final settlement for acquired and sold properties, the liquidity of operating activities changed by SEK 421m (419).
Investments in properties exceeded sales by SEK –963m (–1,447). Accordingly, the total change in liquidity resulting from operating activities was SEK –171 (27). After the increase in debt, consolidated cash and cash equivalents totalled SEK 29m (101).
1) The comparison figures for income and expense items relate to values for the period January–September 2012 and for balance sheet items as at 31 December 2012.
2) The comparison figures for income and expense items relate to values for the period July–September 2012 and for balance sheet items as at 31 December 2012.
Fabege utilises long-term lines of credit subject to fixed terms and conditions. At 30 September 2013, these had an average maturity of 5.1 years. The company's lenders are primarily the major Nordic banks, supplemenred by funding in the capital market.
Interest-bearing liabilities at end of the period totalled SEK 18,780m (18,035) and the average interest rate was 3.69 per cent excluding and 3.79 per cent including commitment fees on the undrawn portion of committed credit facilities. The average fixed-rate period was 2.8 years, including the effects of derivative instruments. The average fixed-rate period for variable-rate loans was 69 days.
Fabege's derivatives portfolio comprised interest-rate swaps totalling SEK 7,000m with terms of maturity extending through 2021 and carrying fixed interest at annual rates of between 1.87 and 2.73 per cent before margins. Fabege also holds cancellable swaps totalling SEK 5,700m at interest rates of between 2.87 and 3.98 per cent before margins and maturity between 2016 and 2018. During the third quarter SEK 1,850m of the callable swaps expired. Interest rates on 68 per cent of Fabege's loan portfolio were fixed using fixed-income derivatives.
The derivatives portfolio is measured at market value and the change in value is recognised in profit or loss. At 30 September 2013, the recognised negative fair value adjustment of the portfolio was SEK 392m (854). The derivatives portfolio is measured at the present value of future cash flows. The change in value is of an accounting nature and has no impact on the company's cash flow. At the due date, the market value of derivative instruments is always zero.
Fabege has a commercial paper programme in an amount of SEK 5,000m. At the end of the quarter, outstanding commercial paper amounted to SEK 2,470m (2,740).
Fabege has available long-term credit facilities covering all outstanding commercial paper at any given time. At 30 September, the company had unutilised committed lines of credit of SEK 3,607m, and a total of SEK 1,160m in bonds outstanding within the framework of its bond program, which was launched in December 2011. The programme, which has a limit of SEK 5,000m, was introduced via the co-owned company Svensk Fastighetsfinansiering AB (SFF). During the third quarter, a further issue was conducted of SEK 230m of which SEK 115m Fabege borrowed. The bonds are secured by collateral in property mortgage deeds. SFF is jointly owned by Fabege, Wihlborgs and Peab. Fabege owns 33.3 per cent of the company. The aim is to expand the company's financing base with a new source of financing. Fabege also has a three-year secured property bond of SEK 1,170m, which was issued in February.
During the third quarter, Fabege extended a SEK 1,200m borrowing agreement. Fabege simultaneously increased the overall framework by SEK 800m.
Net financial items included other financial expenses of SEK 15m, mainly pertaining to costs for the issue of new property mortgages and opening charges for new borrowing agreements and bond programmes. Opening charges for credit lines are distributed over the duration of the agreements.
The total loan volume at the end of the quarter included SEK 702m in loans for projects, on which interest of SEK 15m was capitalised.
Shareholders' equity amounted to SEK 12,459m (11,382) at the end of the period and the equity/assets ratio was 35 per cent (34). Shareholders' equity per share totalled SEK 75 (70). Excluding deferred tax on fair value adjustments of properties, net asset value per share amounted to SEK 87 (81).
| Average | |||
|---|---|---|---|
| Amount SEKm |
interest rate % |
Share % |
|
| < 1 year | 6,574 | 5.09* | 35 |
| 1–2 years | 206 | 3.80 | 1 |
| 2–3 years | 2,400 | 2.68 | 13 |
| 3–4 years | 3,100 | 2.58 | 16 |
| 4–5 years | 4,500 | 3.51 | 24 |
| > 5 years | 2,000 | 2.41 | 11 |
| Total | 18,780 | 3.69 | 100 |
* The average interest rate for the < 1 year period includes the margin for the entire debt portfolio because the Company's fixed-rate period is established using interest rate swaps, which
are traded without margins.
30 September 2013
| Credit agreement SEKm |
Drawn SEKm |
|
|---|---|---|
| Certificate programme | 5,000 | 2,470 |
| < 1 year | 2,560 | 40 |
| 1–2 years | 6,590 | 3,907 |
| 2–3 years | 8,110 | 7,710 |
| 3–4 years | 151 | 151 |
| 4–5 years | 0 | 0 |
| > 5 years | 4,976 | 4,502 |
| Total | 27,387 | 18,780 |
| Property sales – Jan–Sep 2013 | ||||
|---|---|---|---|---|
| Properties | Area | Category | Lettable area, sqm |
|
| Quarter 1 | ||||
| Masugnen 7 | Bromma | Office | 11,427 | |
| Quarter 2 | ||||
| Fiskaren Större 3 Södermalm | Residential | 2,603 | ||
| Murmästaren 7 Kungsholmen | Office | 3,070 | ||
| Skeppshandeln 1Hammarby Sjöstad Project | 0 | |||
| Söderbymalm 3:405 (part of) |
Haninge | Office | 3,000 | |
| Quarter 3 | ||||
| Glädjen 13 | Statshagen | Land | 0 | |
| Söderbymalm 3:405(part of) |
Haninge | Office | 10,016 | |
| Total property sales | 30,116 |
| Property acquisitions – Jan–Sep 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Properties | Area | Category | Lettable area, sqm |
|||||||
| Quarter 1 and 2 No property acquisitions |
||||||||||
| Quarter 3 | ||||||||||
| Solna National arenan 5 |
Arenastaden Garage | 25,482 | ||||||||
| Total property acquisitions | 25,482 |
The rental market in Stockholm was stable with favourable demand and low vacancy rates in central locations. The rate of investment was high and there was value growth in the property portfolio, both through projects and cash flows in the investment property portfolio. Sales of property during the period also made a healthy contribution to the overall result.
Fabege's Property Management and Property Development activities are concentrated to a few selected submarkets in and around Stockholm. Stockholm's inner city, Solna and Hammarby Sjöstad are the company's principal markets. On 30 September 2013, Fabege owned 91 properties with a total rental value
of SEK 2.3bn, a lettable floor area of 1,1m sqm and a carrying amount of SEK 32.8bn, including development and project properties totalling SEK 3.3bn. The lower project volume was due to the completion of several project properties at the end of 2012. The financial occupancy rate for the entire property portfolio, including project properties, was 92 per cent (91). The occupancy rate in
the portfolio of investment properties was unchanged at 93 per cent (93).
New lettings during the period totalled SEK 159m (233), while net lettings amounted to SEK 32m (146). The healthy net lettings in the year-earlier period included SEK 60m for the letting to the Swedish Tax Agency. Notable lettings during the period included a further letting to The Winery Hotel in the Jär-
vakrogen 3 property in Solna, Svenska Spel in Uarda 1, Arenastaden, the Tax Agency through an expansion of the Nöten 4 property, Solna Strand, and leases with SATS in Luma 1, Hammarby Sjöstad. Net lettings were charged with a major lease termination at the beginning of the year.
During the third quarter, the leases with DN and Expressen for the DN building were renegotiated and these will run until 2021. Lettings to Svenska Spel and DN respectively Expressen meant corresponding layoffs and thus had no effect on net leasing.
Efforts to extend and renegotiate leases with existing customers were successful. The rents from all renegotiated leases increased 10 per cent on average. A relatively large proportion of leases were renegotiated in the period.
Six properties were divested as part of four transactions during the quarter. One property (containing about 850 garage spaces in Arenastaden) was acquired. The transactions comprised part of the continued strategy of streamlining Fabege's business and focusing on office properties in prioritized areas and a strengthened cash flow.
The combined sales consideration regarding sales was SEK 1,190m. The transactions generated a profit of SEK 125m before tax and SEK 169m after tax.
The entire property portfolio is externally valued at least once annually. Approximately 28 per cent of the properties were externally valued at 30 September 2013 and the remainder were internally valued based on the most recent external valuations. The combined market value was SEK 32.8bn (31.6).
Unrealised changes in value amounted to SEK 592m (1,064). The average required yield declined slightly during the period, amounting to a rounded off figure of 5.6 per cent.
The SEK 278m (447) increase in the value of the portfolio of investment properties was primarily attributable to rising rents and properties for which the risk of vacancies has declined. The project portfolio contributed to a change in value of SEK 314m (617), primarily due to development gains in the major project properties.
The purpose of Fabege's project investments is to reduce vacancy rates and increase rents in the property portfolio, thereby improving cash flows and adding value. The development of properties is a key feature of Fabege's business model and should make a significant contribution to consolidated profit. The aim is to achieve a return of at least 20 per cent on invested capital.
In 2013, the ambition is to maintain a high rate of development in the project portfolio. Investments in existing properties and projects during the period totalled SEK 1,027m (1,389). The investments pertained to new builds, extensions and conversions. The return on capital invested in the project portfolio was 31 per cent.
During the first quarter of 2013, the project in the Uarda 1 property, Sjöstaden, was completed and the tenants moved in. This project was the first of three phases in the property.
The project in the Nöten 4 property, Solna Strand, is proceeding as planned. Phase 2 was completed as scheduled and the Swedish Tax Agency has assumed occupancy. The conversion and customisation of the remaining phases is currently under way, with occupancy scheduled for late 2013 and early 2014. The property is fully occupied.
The previously approved office property new build on part of the Båtturen 2 property in Hammarby Sjöstad is in progress. The building comprises part of the screen required between the heat plant and the residential site divested earlier. Work on constructing the framework is currently ongoing. Leasing work is under way and the building is scheduled for occupancy in May 2014. The occupancy rate amounts to 27 percent.
The total investment, including acquisition of development rights, regarding Nationalarenan 8 (Scandinavian Office Building) will be approximately SEK 1.3bn.Work on the foundations and project engineering is in progress. The start of construction, including work on the structural system of the building, starts during late autumn of 2013. Meanwhile, work on profiling and leasing the property is ongoing.
During the third quarter, a decision was made concerning investment of SEK 570m in the next phase of Uarda I, Arenastaden. The investment covers approximately 17,600 sqm and the occupancy rate is 40 per cent. Construction will start in late autumn 2013.
Fabege works actively for a sustainable urban environment that satisfies the needs of today without compromising the ability of future generations to meet their own needs. Reducing the carbon footprint and promoting a good working environment for the people who are present each day in the company's buildings are central to sustainability, as Fabege sees it. Another area of priority is the auditing of suppliers from a quality and sustainability perspective.
Fabege has reduced the number of suppli-
Other markets 0%
Other markets 0%
Other markets 0%
ers from 4,500 to about 1,500, thereby developing closer cooperation, and has introduced continuous quality measurements. In 2012, 20 suppliers were reviewed in detail regarding sustainability issues and a further 40 suppliers will be evaluated in 2013.
The segment Property Management generated net operating income of SEK 1,025m (864), corresponding to a surplus ratio of 70 per cent (70). The occupancy rate was 93 per cent (93). Profit from Property Management amounted to SEK 478m (459). Realised and unrealised changes in value totalled SEK 371m (481).
The segment Property Development generated net operating income of SEK 46m (89), corresponding to a surplus ratio of 61 per cent (61). Profit from Property Management totalled SEK –16m (–23). Realised and unrealised changes in value amounted to SEK 346m (729).
30 September 2013
| Property name | Property type | Area | Completed | Lettable area, sqm |
Occupancy rate, area, %1) |
Estimated rental value, SEKm3) |
Carrying amount, SEKm |
Estimated investment, SEKm |
Of which, accrued, SEKm |
|---|---|---|---|---|---|---|---|---|---|
| Nöten 4 | Office | Solna Strand | Q1-2014 | 53,237 | 100% | 101 | 1,310 | 750 | 667 |
| Nationalarenan 8 | Office | Arenastaden | Q1-2016 | 40,000 | 0% | 104 | 125 | 1,311 | 103 |
| Båtturen 2 (Kanalhuset)2) | Office | Hammarby Sjöstad | Q1-2014 | 2,823 | 27% | 7 | 59 | 76 | 39 |
| Uarda 1, building C | Office | Arenastaden | Q1-2016 | 17,641 | 40% | 47 | 144 | 570 | 7 |
| Total | 113,701 | 54% | 259 | 1,638 | 2,707 | 816 | |||
| Other Land and Project properties | 1,573 | ||||||||
| Other Development properties | 188 | ||||||||
| Total Project, Land and Development properties |
3,399 |
1) Operational occupancy rate at 30 september 2013.
2) Båtturen 2 (Kanalhuset) is recognised as an investment property in accordance with the main purpose principle.
3) The annual rent for the largest projects in progress could increase to SEK 259m (fully let) from SEK 53m in annualised current rent as of 30 September 2013.
30 September 2013
| 30 September 2013 | 1 January – 30 September 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| No. of properties |
Lettable area, '000 sqm |
Market value, SEKm |
Rental value2), SEKm |
Financial occupancy rate, % |
Rental income, SEKm |
Property expenses, SEKm |
Net operating income, SEKm |
|
| Property holdings | ||||||||
| Investment properties1) | 72 | 1,025 | 29,433 | 2,163 | 93 | 1,464 | –357 | 1,107 |
| Development properties1) | 4 | 23 | 189 | 24 | 61 | 12 | –4 | 8 |
| Land and Project properties1) | 15 | 89 | 3,151 | 118 | 79 | 62 | –19 | 43 |
| Total | 91 | 1,137 | 32,773 | 2,305 | 92 | 1,538 | –380 | 1,158 |
| of which, inner city | 34 | 470 | 16,860 | 1,192 | 93 | 816 | –215 | 601 |
| of which, Solna | 38 | 542 | 13,137 | 895 | 91 | 592 | –126 | 466 |
| of which, Hammarby Sjöstad | 13 | 124 | 2,692 | 217 | 89 | 129 | –39 | 90 |
| of which, Other | 6 | 1 | 84 | 1 | 100 | 1 | 0 | 1 |
| Total | 91 | 1,137 | 32,773 | 2,305 | 92 | 1,538 | –380 | 1,158 |
| Expenses for lettings, project development and property administration | –84 | |||||||
| Total net operating income after expenses for lettings, project development and property administration | 1,0743) |
1) See definitions on page 9.
2) Time-limited deductions of approximately SEK 112m (in rolling annual rental value at 30 September 2013) have not been recognised in the rental value. 3) The table refers to Fabege's property portfolio at 30 September 2013. Income and expenses are recognised as if the properties had been held during the entire period. The difference between recognised net operating income, SEK 1,074m, and net operating income in the profit and loss account, SEK 1,071m, is attributable to net operating income from divested properties being excluded completed properties being adjusted upwards as if they had been owned/completed throughout the January–September 2013 period.
| SEKm | Property Management Jan–Sep 2013 |
Property Development Jan–Sep 2013 |
Total Jan–Sep 2013 |
Property Management Jan–Sep 2012 |
Property Development Jan–Sep 2012 |
Total Jan–Sep 2012 |
|---|---|---|---|---|---|---|
| Rental income | 1,470 | 75 | 1,545 | 1,243 | 146 | 1,389 |
| Property expenses | –445 | –29 | –474 | –379 | –57 | –436 |
| Net operating income | 1,025 | 46 | 1,071 | 864 | 89 | 953 |
| Surplus ratio, % | 70% | 61% | 69% | 70% | 61% | 69% |
| Central administration and marketing | –42 | –4 | –46 | –32 | –9 | –41 |
| Net interest expense | –479 | –52 | –531 | –373 | –103 | –476 |
| Share in profit/loss of associated companies | –26 | –6 | –32 | 0 | 0 | 0 |
| Operating profit/loss | 478 | –16 | 462 | 459 | –23 | 436 |
| Realised changes in value, properties | 93 | 32 | 125 | 34 | 112 | 146 |
| Unrealised changes in value, properties | 278 | 314 | 592 | 447 | 617 | 1,064 |
| Profit/loss before tax per segment | 849 | 330 | 1,179 | 940 | 706 | 1,646 |
| Changes in value, fixed income derivatives and equities | 571 | –154 | ||||
| Profit/loss before tax | 1,750 | 1,492 | ||||
| Properties, market value | 29,433 | 3,340 | 32,773 | 25,019 | 6,552 | 31,571 |
| Occupancy rate, % | 93% | 76% | 92% | 93% | 78% | 91% |
1) See definitions on page 9.
At the end of the period, the Fabege Group had 133 employees (132).
Sales during the period amounted to SEK 93m (70) and the result before appropriations and tax was SEK 467m (–373).
Net investments in property, equipment and shares totalled SEK 0m (0).
The Annual General Meeting (AGM) 2013 passed a resolution authorising the Board, not longer than up to the next AGM, to buy back and transfer shares in the company. Share buybacks are subject to a limit of 10 per cent of the total number of outstanding shares at any time. Following a decision by the Board of Directors, the remaining holding of treasury shares, a total of 1,836,114 shares, was sold on the Stockholm Stock Exchange early during the year. Subsequently, the company holds no treasury shares. No shares were bought back during the period.
In accordance with the resolutions passed at Fabege's AGM 2013, the following Nominating Committee has been formed, based on the ownership at 31 August 2013: Bo Forsén (Brinova Fastigheter AB), Mats Qviberg (Investment AB Öresund), Eva Gottfridsdotter-Nilsson (Länsförsäkringar Fund Management) and Anders Rydin (SEB funds). The Nominating Committee jointly represents about 28.7 per cent of the votes in Fabege. The AGM will be held in Stockholm on 25 March 2014.
As previously announced, the Swedish Tax Agency has decided to increase taxation on the Fabege Group concerning a number of property sales through limited partnerships (see Fabege's Annual Report for 2012, pages 63-64). The transactions derive from the former company Tornet, the former Fabege and former Wihlborgs, during the years 2003– 2005. Since 2007, Fabege has been involved in legal proceedings in the Administrative Court and the Administrative Court of Appeal.
On September 30, the Administrative Court of Appeal issued rulings in a number of Fabege's tax cases. Collectively, the judgements that were passed comprise about 20 per cent of the combined tax demand.
The Administrative Court of Appeal found that the Swedish Tax Evasion Act is applicable and that the transactions in questions are to be taxed. The verdicts that have been passed demonstrate that Fabege has prevailed to some extent in its motions regarding how taxable profit should be calculated.
Based on the verdicts that have been announced, the total assessment of Fabege's taxable income has been reduced to SEK 7,623m and the total tax demand, including miscellaneous charges and fees, has been reduced to SEK 2,373m.
Fabege has reserved a total of SEK 1.9bn. The remaining amount of the Swedish Tax Agency's full demand, i.e. SEK 0.5bn, will be recognised as a contingent liability. Fabege is currently standing by its previous decision to reserve SEK 1.9bn.
Fabege is now awaiting rulings on the remaining tax cases that are currently under consideration in the Administrative Court and the Administrative Court of Appeal. The Administrative Court of Appeal has yet to announce a time schedule for when the remaining rulings are expected to be announced.
Fabege is contesting the Administrative Court of Appeal's rulings and intends to submit an appeal to the Supreme Administrative Court.
Backed by a strong balance sheet and available facilities, Fabege is capable of coping with potential forthcoming payments.
Risks and uncertainties relating to cash flow from operating activities are primarily attributable to changes in rents, vacancies and interest rates. A more detailed description is presented in the risk section of the 2012 Annual Report (pages 38–41), and a description of the effect of these changes on consolidated earnings is presented in the risk analysis and in the sensitivity analysis in the 2012 Annual Report (pages 62–63).
Properties are recognised at fair value and changes in value are recognised in profit and loss. The effects of changes in value on consolidated earnings, the equity/assets ratio and the loan-to-value ratio are also shown in the sensitivity analysis in the 2012 Annual Report. A description of financial risk, which is the risk that the company will have insufficient access to long-term loan funding, and Fabege's management of this risk is presented in the 2012 Annual Report (pages 42–43 and 75).
No material changes in the company's assessment of risks have been made after publication of the 2012 Annual Report. Under its adopted targets for capital structure, Fabege aims to have an equity/assets ratio of at least 30 per cent and an interest coverage ratio of at least 2 (including realised changes in value).
Fabege prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS). This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has applied the same accounting policies and valuation methods as in the most recent annual report. Theparent company prepares its accounts in accordance with RFR 2 Accounting for Legal Entities and the Swedish Annual Accounts Act and has applied the same accounting policies and valuation methods as in the most recent annual report.
Fair value of derivatives and loan liabilities is determined by discounting future cash flows by the quoted market interest rate for each maturity. Future cash flows in the derivative portfolio are calculated as the difference between the fixed contractual interest under each derivatives contract and the implied Stockholm Interbank Offered Rate (STIBOR) for the period concerned. The present value of future interest flows arising there from is calculated using the implied STIBOR curve. For the callable swaps included in the portfolio the option component has not been assigned a value, as the swaps can only be called at par value and thus do not have an
impact on earnings. Decisions to call swaps are made by the banks. Shareholdings have been categorised as "Financial assets held for trading". These are measured at fair value and changes in value are recognised in profit or loss. Quoted market prices are used in determining the fair value of shareholdings. Where no such prices are available fair value is determined using the company's own valuation technique.
As of 2013, Fabege applies the amended IAS 19, whereby the principal change for Fabege is the elimination of the corridor rule. This entails that all actuarial gains and losses will be recognized in other
comprehensive income as they are incurred. Another change is that a single interest rate will be applied and calculated on the basis of the net of the pension liability and plan assets, instead of different interest rates for the liability and the assets.
Stockholm, 16 October 2013
Christian Hermelin Chief Executive Officer
Introduction
We have reviewed the interim report for the period 1 January 2013 – 30 September 2013 for Fabege AB (publ). The board of directors and the CEO are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
We conducted our review in accordance with the Swedish Standard on Review Engagements SÖG 2410 Review of Interim Financial Information Performed by
Company's Auditors. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with ISA and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.
Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.
Kent Åkerlund Authorised Public Accountant
You are most welcome to visit Fabege's website, which is one of our main information channels. The aim is to continuously provide you with relevant, up-to-date information.
The website provides information on the company and its operations and strategies. You can also find financial information, share data, details about our properties and ongoing projects and much more. Visitors to the website can also search for vacant premises, and our tenants are able to easily find contact details or other information related to the property in which they are located.
Year-end report for 2013 ........................................................................................... 6 February 2014 Annual report for 2013 .............................................................................................. March 2014 Annual General Meeting 2014 ................................................................................25 March 2014
Fabege's shares are traded on Nasdaq OMX Stockholm and Burgundy Sweden.
30 September 2013
| Shareholder | No. of shares | Share of capital, % |
Share of votes, % |
|---|---|---|---|
| Brinova AB | 24,691,092 | 14.9 | 14.9 |
| BlackRock funds | 8,938,454 | 5.4 | 5.4 |
| Länsförsäkringar Fund Management |
7,560,550 | 4.6 | 4.6 |
| SEB Funds | 7,336,441 | 4.4 | 4.4 |
| Öresund Investment AB | 7,000,736 | 4.2 | 4.2 |
| Norges Bank Investment Management |
5,356,549 | 3.2 | 3.2 |
| SHB funds | 4,771,168 | 2.9 | 2.9 |
| Mats Qviberg and family | 3,709,244 | 2.2 | 2.2 |
| Henderson funds | 2,775,000 | 1.7 | 1.7 |
| Nordea funds | 2,742,902 | 1.7 | 1.7 |
| ENA City AB | 2,711,000 | 1.6 | 1.6 |
| Swedbank Robur funds | 2,607,244 | 1.6 | 1.6 |
| Fourth AP-fund | 2,196,057 | 1.3 | 1.3 |
| Blue Sky Group Stichting | 2,085,923 | 1.3 | 1.3 |
| Principal funds | 1,843,887 | 1.1 | 1.1 |
| Other foreign shareholders | 35,940,196 | 21.7 | 21.7 |
| Other Swedish shareholders | 42,125,129 | 26.1 | 26.1 |
| Total | 165,391,572 | 100.0 | 100.0 |
| Treasury shares | 0 | 0.0 | 0.0 |
| Total no. of registered shares | 165,391,572 | 100.0 | 100.0 |
1) Certain shareholders may, through custodial accounts, have had different holdings than are apparent from the shareholder's register.
Source: SIS Ägarservice AB, data derived from Euroclear Sweden AB, as of 30 September 2013.
Profit before tax plus depreciation-, plus/minus unrealised changes in value less current tax, divided by average number of shares.
Total assets less non-interest bearing liabilities and provisions.
Stated as an annual value. Index-adjusted basic rent under the rental agreement plus rent supplements.
Interest-bearing liabilities divided by shareholders' equity.
Properties in which a conversion or extension is in progress or planned that has a significant impact on the property's net operating income. Net operating income is affected either directly by the project or by limitations on lettings prior to impending development work.
Dividend for the year divided by the share price at year-end.
Shareholders' equity (including minority share) divided by total assets.
Parent company shareholders' share of equity according to the balance sheet divided by the number of shares at the end of the period.
Contract value divided by rental value at the end of the period.
Profit after financial items plus financial expenses and plus/minus unrealised changes in value, divided by financial expenses.
Properties that are being actively managed on an ongoing basis.
Land and developable properties and properties in which a new build/complete redevelopment is in progress.
Interest-bearing liabilities divided by the carrying amount of the properties at the end of the period.
New lettings during the period less terminations to vacate.
Parent company shareholders' share of profit after tax for the period divided by average number of outstanding shares during the period.
Contract value plus estimated annual rent for vacant premises after a reasonable general renovation.
Profit before tax plus interest expenses-, divided by average capital employed. In interim reports, the return is converted to its annualised value without taking account of seasonal variations
Profit for the period/year divided by average shareholders' equity. In interim reports the return is converted to its annualised value without taking account of seasonal variations.
In accordance with IFRS 8, segments are reported as viewed by management, i.e. broken down into two segments: Investment Properties and Development Properties.Rental income and property expenses as well as realised and unrealised changes in value including tax are directly attributable to properties in each segment (direct income and expenses). In cases where a property changes character during the year, earnings attributable to the property will be allocated to either segment based on the period of time that the property belonged to the segment. Central administration and items in net financial items have been allocated to the segments in a standardised manner based on each segment's share of the total property value (indirect income and expenses).
The property asset is directly attributable to each segment and is recognised as of the closing date.
Net operating income divided by rental income.
| SEKm | 2013 July–Sep |
2012 July–Sep |
2013 Jan–Sep |
2012 Jan–Sep |
2012 Jan–Dec |
Rolling 12 m Oct 12 – Sep 13 |
|---|---|---|---|---|---|---|
| Rental income | 513 | 469 | 1,545 | 1,389 | 1,869 | 2,025 |
| Property expenses | –146 | –133 | –474 | –436 | –605 | –643 |
| Net operating income | 367 | 336 | 1,071 | 953 | 1,264 | 1,382 |
| Surplus ratio, % | 72% | 72% | 69% | 69% | 68% | 68% |
| Central administration and marketing | –16 | –15 | –46 | –41 | –64 | –69 |
| Net interest expense | –178 | –168 | –531 | –476 | –644 | –699 |
| Share in profit/loss of associated companies | –11 | 1 | –32 | 0 | 137 | 105 |
| Profit/loss from property management activities | 162 | 154 | 462 | 436 | 693 | 719 |
| Realised changes in value of properties | 30 | 0 | 125 | 146 | 167 | 146 |
| Unrealised changes in value of properties | 162 | 255 | 592 | 1,064 | 1,409 | 937 |
| Unrealised change in value of fixed income derivatives | 46 | –233 | 463 | –133 | –190 | 406 |
| Change in value of equities | 111 | –11 | 108 | –21 | –47 | 82 |
| Profit/loss before tax | 511 | 165 | 1,750 | 1,492 | 2,032 | 2,290 |
| Current tax | 2 | 0 | 2 | –1,900 | –1,900 | 2 |
| Deferred tax | –93 | –47 | –301 | –300 | –220 | –221 |
| Profit/loss for period/year | 420 | 118 | 1,451 | –708 | –88 | 2,071 |
| Items that will not be restated in profit or loss | ||||||
| Revaluation of defined-benefit pensions | – | – | – | – | –6 | –6 |
| Total profit/loss for period/year | 420 | 118 | 1,451 | –708 | –94 | 2,065 |
| Earnings per share, SEK | 2.54 | 0.73 | 8.79 | –4.36 | –0.58 | 12.55 |
| No. of shares available at end of period, millions | 165.4 | 162.2 | 165.4 | 162.2 | 163.6 | 165.4 |
| Average no. of shares, millions | 165.4 | 162.2 | 165.1 | 162.2 | 162.4 | 164.5 |
1) Of which short-term SEK 3,227m (3,975).
| SEKm | Equity | Of which, attributable to parent company shareholders |
Of which, attributable to minority |
|---|---|---|---|
| Equity as of 1 Jan 2012, according to the adopted statement of financial position |
11,890 | 11,890 | – |
| Effect of a change in accounting policy | –16 | –16 | – |
| Equity as of 1 Jan 2012, adjusted in accor dance with the new accounting policy |
11,874 | 11,874 | – |
| Divestment of treasury shares | 89 | 89 | – |
| Cash dividend | –487 | –487 | – |
| Profit/loss for the period | –88 | –88 | – |
| Other comprehensive income | –6 | –6 | – |
| Equity, 31 Dec 2012 | 11,382 | 11,382 | – |
| Divestment of treasury shares | 122 | 122 | – |
| Cash dividend | –496 | –496 | – |
| Profit/loss for the period | 1,451 | 1,451 | – |
| Other comprehensive income | – | – | – |
| Equity, 30 Sep 2013 | 12,459 | 12,459 | – |
Derivatives are classified as interest-bearing liabilities in the balance sheet and measured at fair value in compliance with level 2, IFRS 7, Section 27a, with the exception of the closable swaps and performance swaps, measured in accordance with level 3, IFRS 7. Changes in value are recognised in profit or loss under a separate item, Changes in value, fixed income derivatives. IAS 39 has been applied also in the Parent Company since 2006.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| IFRS, level 3 | 30 Sep 2013 |
31 Dec 2012 |
30 Sep 2013 |
31 Dec 2012 |
|
| Value at beginning of year | –577 | –532 | –577 | –532 | |
| Acquisitions/Investments | 0 | 0 | 0 | 0 | |
| Changes in value | 244 | –45 | 244 | –45 | |
| Matured | 0 | 0 | 0 | 0 | |
| Value at end of year | –333 | –577 | –333 | –577 | |
| Carrying amount | –333 | –577 | –333 | –577 |
The change in value of SEK 244m (–45) was attributable in its entirely to derivative instruments held by the company at the end of the quarter, except for three callable swaps in a total nominal amount of SEK 1,850 m that matured during the third quarter, and shown in the statement of comprehensive income. The swaps that matured all year-end were valued at SEK –33m.
| SEKm | 2013 Jan–Sep |
2012 Jan–Sep |
2012 Jan–Dec |
|---|---|---|---|
| Net operating income and realised changes in the value of existing property portfolio |
|||
| excluding depreciation | 1,223 | 1,100 | 1,431 |
| Central administration | –46 | –41 | –64 |
| Net financial items paid | –529 | –461 | –615 |
| Income tax paid | 2 | 0 | 0 |
| Change in other working capital | –229 | –179 | –247 |
| Cash flow from operations | 421 | 419 | 505 |
| Investments and acquisition of properties | –1,574 | –1,541 | –2,191 |
| Sale of properties, carrying amount of divested properties |
1,003 | 306 | 1,236 |
| Other investments (net) | –392 | –212 | –306 |
| Cash flow from investing activities | –963 | –1,447 | –1,261 |
| Dividend to shareholders | –496 | –487 | –487 |
| Divestment of treasury shares | 122 | – | 89 |
| Change in interest-bearing liabilities | 745 | 1,542 | 1,280 |
| Cash flow from financing activities | 371 | 1,055 | 882 |
| Change in cash and cash equivalents | –171 | 27 | 126 |
| Cash and cash equivalents at beginning of period |
200 | 74 | 74 |
| Cash and cash equivalents at end of period | 29 | 101 | 200 |
| SEKm | 2013 Jan–Sep |
2012 Jan–Sep |
2012 Jan–Dec |
|---|---|---|---|
| Financial | |||
| Return on capital employed, % | 5.1 | 8.9 | 9.0 |
| Return on equity, % | 16.2 | –8.4 | –0.8 |
| Interest coverage ratio, times | 2.1 | 2.2 | 2.3 |
| Equity/assets ratio, % | 35 | 32 | 34 |
| Loan-to-value ratio, properties, % | 57 | 58 | 57 |
| Debt/equity ratio, times | 1.5 | 1.7 | 1.6 |
| Share-related 1) | |||
| Earnings per share for the period, SEK | 8.79 | –4.36 | –0.54 |
| Equity per share, SEK | 75 | 66 | 70 |
| Cash flow per share, SEK | 3.57 | 3.60 | 4.52 |
| No. of outstanding shares at end of period, '000 |
165,392 | 162,225 | 163,555 |
| Average no. of shares, '000 | 165,086 | 162,225 | 162,391 |
| Property-related | |||
| No. of properties | 91 | 97 | 95 |
| Carrying amount, properties, SEKm | 32,773 | 31,571 | 31,636 |
| Lettable area, sqm | 1,137,000 | 1,151,000 | 1,130,000 |
| Financial occupancy rate, % | 92 | 91 | 92 |
| Surplus ratio, % | 69 | 69 | 68 |
1) No dilution effect arises, since there are no potential shares (such as convertibles).
| SEKm | 2013 Jan–Sep |
2012 Jan–Sep |
2012 Jan–Dec |
|---|---|---|---|
| Income | 93 | 70 | 100 |
| Expenses | –145 | –124 | –180 |
| Net financial items | –63 | –189 | 627 |
| Share in profit/loss of associated companies | 3 | – | – |
| Change in value, fixed income derivatives | 463 | –133 | –190 |
| Change in value, equities | 116 | 3 | 0 |
| Profit/loss before tax | 467 | –373 | 357 |
| Tax | –78 | 96 | –21 |
| Profit/loss for period/year | 389 | –277 | 336 |
| SEKm | 30 Sep 2013 | 30 Sep 2012 | 31 Dec 2012 |
|---|---|---|---|
| Interests in Group companies | 12,992 | 13,328 | 12,992 |
| Other fixed assets | 38,880 | 41,049 | 42,061 |
| of which, receivables from Group companies | 38,091 | 40,422 | 41,311 |
| Other current assets | 362 | 11 | 58 |
| Cash and cash equivalents | 29 | 99 | 199 |
| Total assets | 52,263 | 54,487 | 55,310 |
| Equity | 10,335 | 9,620 | 10,320 |
| Provisions | 67 | 67 | 67 |
| Long-term liabilities | 39,287 | 39,100 | 38,200 |
| of which, liabilities to Group companies | 23,561 | 26,531 | 27,126 |
| Short-term liabilities | 2,574 | 5,700 | 6,723 |
| Total equity and liabilities | 52,263 | 54,487 | 55,310 |
Fabege, which is one of the leading property companies in Sweden, conducts operations that are primarily focused on letting office premises and property development.
The company's portfolio is highly concentrated to three sub-markets offering robust growth in the Stockholm area; Stockholm's inner city, Solna and Hammarby Sjöstad. Fabege offers attractive and efficient premises, principally for offices but also for retail and other operations.
Fabege manages a well-located property portfolio, which is developed continuously through improvements, sales and acquisitions. By collecting properties in clusters, increased customer proximity is achieved which, combined with comprehensive market knowledge, creates conditions for efficient management and a high occupancy rate.
At 30 September 2013, Fabege owned 91 properties with a combined market value of SEK 32.8bn. The rental income amounted to SEK 2.3bn.
Questions concerning the report will be answered by:
Christian Hermelin Chief Executive Officer Phone: +46 (0)8-555 148 25, +46 (0)733-87 18 25
Åsa Bergström Deputy CEO and Chief Financial Officer Phone: +46 (0)8-555 148 29, +46 (0)706-66 13 80
More information about Fabege and its operations is available on the Group's website. The website also includes a webcast presentation from 16 October 2013, in which Christian Hermelin and Åsa Bergström present earnings for the quarter.
The information contained in this report is such that Fabege is legally obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was released for publication on 16 October 2013.
Fabege AB (publ) Box 730, SE-169 27 Solna, Visit address: Pyramidvägen 7, SE-169 56 Solna, Sweden Phone: +46 (0)8-555 148 00 E-mail: [email protected] Internet: www.fabege.se Company registration no: 556049-1523 Registered office of the Board: Stockholm
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