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HAMBORNER REIT AG — Interim / Quarterly Report 2009
Aug 13, 2009
193_10-q_2009-08-13_73b973eb-64c5-40bc-894c-490bc036aa0c.pdf
Interim / Quarterly Report
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H A M B O R N E R A K T I E N G E S E L L S C H A F T
Interim report for the second quarter 2009 and the first half-year 2009
HAMBORNER at a glance:
Key figures for the Group in accordance with IFRS
| 1st half-year 2009 |
1st half-year 2008 |
||
|---|---|---|---|
| From the income statement | |||
| Revenue from the management of properties and buildings | T€ | 11,837 | 10,430 |
| Operating results | T€ | 5,959 | 6,177 |
| EBITDA | T€ | 9,168 | 9,127 |
| EBIT | T€ | 5,973 | 7,051 |
| Result from activities to be continued | T€ | 3,316 | 3,885 |
| Result from activities to be discontinued | T€ | 0 | 374 |
| Consolidated net profit | T€ | 3,316 | 4,259 |
| Earnings per share | € | 0.15 | 0.19 |
| Funds from Operations (FFO) per share | € | 0.23 | 0.22 |
| From the balance sheet | 30.06.2009 | 31.12.2008 | |
|---|---|---|---|
| Balance sheet total | T€ | 292,629 | 281,346 |
| Non-current assets | T€ | 254,076 | 225,848 |
| Non-current assets held for sale | T€ | 0 | 130 |
| Equity | T€ | 153,918 | 160,050 |
| Equity ratio in % | % | 52.6% | 56.9% |
| From the cash flow statement | 1st half-year 2009 | 1st half-year 2008 | |
|---|---|---|---|
| Cash flow from operating activities | T€ | 6,174 | 5,119 |
| Cash flow from investment activities | T€ | -28,938 | 33,469 |
| Cash flow from financing activities | T€ | 5,788 | -14,108 |
| Change in liquid funds | T€ | -16,976 | 24,480 |
| Foreword from the Managing Board 4 | |
|---|---|
| Consolidated interim management report 5 | |
| Macroeconomic environment 5 | |
| Report on the earnings, financial and asset situation 5 | |
| Report on opportunities and risks 6 | |
| Forecast report 7 | |
| Supplementary report 7 | |
| Interim financial statements of the HAMBORNER Group as of 30 June 2009 8 | |
| Consolidated income statement 8 | |
| Consolidated statement of recognised income and expense 9 | |
| Consolidated balance sheet 10 | |
| Consolidated cash flow statement 12 | |
| Consolidated statement of changes in equity 13 | |
| Notes to the consolidated interim financial statements 14 | |
| Declaration of the Board of Management 17 | |
| Review Report 18 | |
| Supplementary information 19 | |
| The HAMBORNER AG share 19 | |
| Financial Calendar 2009/2010 20 | |
| Forward-looking statements 20 | |
Foreword from the Managing Board
Dear Shareholders,
The first half-year 2009 was characterised by an intensification of the global recession. Economic forecasts were adjusted significantly downwards, programmes for economic revival and reductions in the base rate encountered more restrictive lending by many banks.
The capital-intensive property sector in particular was also characterised by more difficult refinancing arrangements in the first half-year 2009. The market for portfolio transactions was negligible the reporting period.
However, even though HAMBORNER AG has been affected to some extent by the general economic downturn, we have been able to hold our ground very well up to now. Loan agreements concluded for the long-term ensure that we will face no refinancing problems in the coming years. A high equity ratio gives us room for manoeuvre for further growth, while consistent and sustainable rent management keeps vacancies low and continues to ensure stable rent inflows.
In the first half-year we achieved a good result in spite of the current difficult market environment and we are progressing towards our business objectives as expected. We have deliberately chosen not to press ahead with targeted portfolio growth in the last few months both in view of the uncertain price developments on the transaction markets and owing to our high standards in terms of property quality, location and yield. Thanks to this policy, the company also has sufficient resources at this time to be able to purchase the right properties at attractive prices at the right moment.
The overwhelming approval of shareholders at this year's general shareholders' meeting for the transformation of HAMBORNER AG into a REIT company is very gratifying. Achieving a majority vote of over 99% demonstrates great confidence in the strategy and business policy our company has adopted and shows us that we are on the right course. During the remaining months of this year we will initiate all necessary steps in order to obtain REIT status as of 1 January 2010 and to get the REIT successfully off the ground for our shareholders.
Duisburg, August 2009
Dr. Rüdiger Mrotzek Hans Richard Schmitz
Consolidated interim management report
Macroeconomic environment
The leading economic research institutes have adjusted their spring forecasts downwards again. Economic experts now expect a fall in gross domestic product (GDP) of 6.3% for 2009 in the Federal Republic of Germany. However, researchers predict a slowing of the downward trend. The reason for the renewed worsening of forecasts for 2009 is said to be the extreme fall in GDP in the first quarter 2009. While experts had expected a decrease of 2.3%, it actually fell by 3.8% compared with the previous quarter. It is expected that the number of unemployed people will exceed the four million mark and the national deficit will also increase further. On the other hand, alongside significantly reduced exports and a falling-off of business investments, consumer demand has performed relatively well thanks to state economic stimulus packages.
Overall, experts say that an increase in GDP of 0.2% is possible for 2010.
In this negative macroeconomic environment, the earnings, financial and asset situation of HAMBORNER AG has continued to develop steadily.
Report on the earnings, financial and asset situation
Revenue from the management of properties and buildings amounts to 11,837 T€ overall in the 1st half-year 2009 and is thus 1,407 T€ or approximately 13% above the corresponding period of the previous year. Rental incomes of 1,478 T€ from the properties acquired in the second half of the year 2008 and at the start of February 2009 were first and foremost decisive for the increase. These additional revenues counterbalance the apportionable rents for the properties sold in the previous year amounting to -309 T€. The rents from properties that were continuously in the portfolio both in the 1st half-year 2008 and in the half-year under review (like-for-like rents) decreased slightly by -34 T€ on balance, compared with the corresponding period of the previous year, due to the pressure on rental markets. The revenues from passing on incidental costs to tenants increased by 272 T€ as compared with the 1st half-year 2009.
The company still has a low vacancy rate. It stood at 3.70% in the reporting period and is thus 1.17% above the comparative value of the previous year (2.53%). The vacancies relate predominantly to newer properties in the portfolio, for which we have rent guarantees. Taking into account the rent guarantees, therefore, a revised vacancy rate of just 0.95% is calculated for the 1st half-year 2009 with a comparative value of 1.07% as of 30 June 2008.
Other operating income amounting to 1,430 T€ predominantly comprises book profits from sales of tangible fixed assets and participations. They decreased by 805 T€ against the comparative figure for the previous year. Whereas profits from property sales of 1,547 T€ had an impact with an effect on earnings in the 1st half-year 2008, only profits amounting to 250 T€ were achieved in the reporting period from the disposal of one property from the old property portfolio and an undeveloped plot of land. In addition, the other operating income of the 1st half-year 2009 is influenced by the effected sale of our fragmentary participation in Montan GmbH with a book profit of 129 T€ as well as a subsequent purchase price payment from the sale of the participation in Wohnbau Dinslaken GmbH amounting to 548 T€, which corresponded to the pro rata distribution of profit of the company for the financial year 2008. Both measures were carried out in preparation for the transformation of the company into a REIT.
The amortisations of intangible assets, tangible fixed assets and properties held as a financial investment increased by 728 T€ to 3,195 T€ due to the property additions of the previous and current year.
Mainly as a result of the further increase in borrowed funds for financing growth, interest payments rose (-2,669 T€ after -2,116 T€ in the 1st half-year 2008) resulting in a decrease in the financial result to -2,315 T€. At the same time, both because of the serious deterioration of interest rates across the board, and owing to the cash position which has been reduced by investments and dividend payment, interest income decreased by 321 T€ in the 1st half-year 2009 compared with the same period last year, and amounts to 354 T€.
In the 1st half-year 2008, a contribution to profits after tax of 374 T€ resulted from the sale of the share certificates in the special securities fund Südinvest 107 concluded at the start of 2008, and was shown in the income statement as a "Result from activities to be discontinued" in accordance with IFRS 5. No comparable earnings have accrued in the reporting period.
Therefore, a consolidated net profit of 3,316 T€ arises overall in the 1st half-year 2009, compared with 4,259 T€ in the first six months of the previous year. Earnings per share are € 0.15, compared with € 0.19 in the corresponding period of the previous year. Of this, € 0.17 was apportioned to activities to be continued and € 0.02 to activities to be discontinued.
The FFO per share disregarding sales proceeds amounts to approximately € 0.23 for the 1st half-year 2009.
The equity ratio as of 30 June 2009 remains comfortable and stands at 52.6% compared with 56.9% as of 31 December 2008.
Two properties in Hamburg and another office building in Münster transferred into our ownership at the beginning of February 2009. The corresponding purchase agreements had already been notarised in 2008. The additions for new properties in the reporting period amount to € 31.3 million including incidental acquisition costs, which were financed with € 12.9 million from equity capital and € 18.4 million in long-term loans.
Liquid funds decreased by € 17.0 million, owing mainly to the outflow of equity capital for property investments and the disbursement of the dividend for the financial year 2008, and amount to 37,036 T€ at the end of the half-year under review.
Report on opportunities and risks
As a real estate company, the HAMBORNER Group with its nationwide property portfolio is exposed to various risks which may have a negative impact on the earnings, financial and asset situation. There has been no fundamental change in the assessment of opportunities and risks for future business development in the 1st half-year 2009. The statements made in the section "Report on opportunities and risks" of the consolidated financial statements 2008 therefore continue to apply unchanged.
Risks jeopardising the company's continued existence are not discernible from today's perspective.
An action for annulment of the resolutions of the ordinary general shareholders' meeting of 5 June 2008 for the capital increase and approving the acts of the executive bodies is pending at Duisburg Regional Court. Another shareholder has joined this action for annulment as an intervenor. The company immediately announced the lodging of the legal action in the electronic German Federal Gazette in accordance with Art. 246 Para. 4 of the German Stock Company Act. The amendment to the Articles of Association (capital increase) was entered in the Commercial Register on 16 July 2008.
In its ruling of 27 March 2009, Duisburg Regional Court granted HAMBORNER AG's application for relief and dismissed the action for annulment with its ruling of 24 April 2009. The opponent lodged immediate appeal against the ruling in the release proceedings and he has also lodged an appeal against the ruling in the appeal proceedings.
Forecast report
HAMBORNER AG is a commercial real estate company operating nationwide and will also maintain this orientation in the future. The company's strategy is geared to value-creating growth in the "retail" and "office" property sectors. Even against the background of the still difficult market environment, we see no cause to deviate from the forecasts published in the annual report 2008. We expect a further increase in revenue from the management of properties and buildings for the full year 2009 compared with 2008 with a continued low vacancy rate. We expect operational business to develop stably overall for the second half-year. However, in keeping with the plan, maintenance expenses will be higher in the second half of the year than in the first, owing to work being carried out on existing properties.
At the company's last general shareholders' meeting on 9 June 2009, a large majority of the shareholders approved both the transformation of the company into a REIT-AG [REIT public limited company] and the corresponding amendments to the Articles of Association. During the remaining course of this year, we will therefore be initiating all steps necessary for the attainment of REIT status as of 1 January 2010. At our request, we were registered as a Pre-REIT by the German Federal Central Tax Office [Bundeszentralamt für Steuern] with effect from 29 June 2009. No significant changes to the company's financial, assets and earnings position will result from the conversion for the current financial year.
Supplementary report
We acquired the retail centre "Kasslerfelder-Kreisel" in Duisburg by a notarised deed of sale dated 7 July 2009. The property was constructed in 2008/2009 and, with a total size of approximately 10,300 sq.m., has a fully rented usable floor space of approximately 5,100 sq.m. We expect the property to transfer into our ownership in Q3/2009. The anchor tenants are a retail pet store and other retail stores of reputable multiples. The property is in the centre of Duisburg at the Kasslerfelder roundabout, one of Duisburg's busiest traffic hubs with approximately 36,500 vehicles/day, around 2 km from the city centre. The Kasslerfeld district is one of the most populous urban districts of Duisburg-Mitte (approximately 106,000 inhabitants). We expect an annual rental income of approximately € 0.7 million from the property.
In a ruling dated 3 July 2009, Düsseldorf Higher Regional Court dismissed the opponent's immediate appeal against the verdict of Duisburg Regional Court in the release proceedings with regard to the capital increase approved at the general shareholders' meeting 2008.
Interim financial statements of the HAMBORNER Group as of 30 June 2009
Consolidated income statement
| 01.01. - 30.06. 2009 (in T€) |
01.01. - 30.06. 2008 (in T€) |
01.04.-30.6. 2009 (in T€) |
01.04.-30.6. 2008 (in T€) |
|
|---|---|---|---|---|
| Revenue from the management of properties and buildings | 11,837 | 10,430 | 6,070 | 5,231 |
| Other operating income | 1,430 | 2,235 | 822 | 511 |
| Total operating income | 13,267 | 12,665 | 6,892 | 5,742 |
| Expenses for management of properties and buildings | -1,945 | -1,790 | -951 | -889 |
| Personnel costs | -1,369 | -1,355 | -718 | -694 |
| Amortisation and depreciation of intangible assets, tangible fixed assets and | ||||
| investment property | -3,195 | -2,467 | -1,633 | -1,234 |
| Other operating expenses | -799 | -876 | -302 | -471 |
| Total operating expenses | -7,308 | -6,488 | -3,604 | -3,288 |
| Operating results | 5,959 | 6,177 | 3,288 | 2,454 |
| Results from participations | 14 | 643 | 0 | 624 |
| Financial result | ||||
| Other interest and similar income | 354 | 675 | 137 | 549 |
| Interest and similar expenses | -2,669 | -2,116 | -1,397 | -1,201 |
| -2,315 | -1,441 | -1,260 | -652 | |
| Result for ordinary activities (EBT) | 3,658 | 5,379 | 2,028 | 2,426 |
| Taxes on income | -342 | -1,494 | -120 | -652 |
| Result from activities to be continued | 3,316 | 3,885 | 1,908 | 1,774 |
| Result from activities to be discontinued (after tax) | 0 | 374 | 0 | 0 |
| Consolidated net profit | 3,316 | 4,259 | 1,908 | 1,774 |
| Earnings per share (in €) | 0.15 | 0.19 | 0.08 | 0.08 |
| of which, from activities to be continued (in €) | 0.15 | 0.17 | 0.08 | 0.08 |
| of which, from activities to be discontinued (in €) | 0.00 | 0.02 | 0.00 | 0.00 |
| EBITDA (earnings before interest, taxes, depreciation and amortisation) | 9,168 | 9,127 | 4,921 | 3,921 |
| EBIT (earnings before interest and taxes) | 5,973 | 7,051 | 3,288 | 3,078 |
Consolidated statement of recognised income and expense
| 01.01.-30.06. 2009 (in T€) |
01.01.-30.06. 2008 (in T€) |
01.04.-30.6. 2009 (in T€) |
01.04.-30.6. 2008 (in T€) |
|
|---|---|---|---|---|
| Consolidated net profit | 3,316 | 4,259 | 1,908 | 1,774 |
| Price adjustment of securities from securities fund | 0 | -217 | 0 | 0 |
| Adjustment of the revaluation reserve due to divestment | -129 | 0 | 0 | 0 |
| Unrealised profits/losses (-) from the revaluation of derivative financial instruments | -1,350 | 935 | 1,051 | 1,899 |
| Income/expense recognised in equity (-) | -1,479 | 718 | 1,051 | 1,899 |
| Total comprehensive income | 1,837 | 4,977 | 2,959 | 3,673 |
The expenses recognised directly in equity amounting to approximately € 1.5 million mainly comprise market value changes from interest rate swaps, which are used for the management of risks from interest rate fluctuations. Corresponding market value changes are entered in the equity capital (revaluation reserve) without affecting the operating result, where adequate risk limitation efficiency is available and documented, taking deferred taxes into account.
Consolidated balance sheet
Assets
| 30.06.2009 (in T€) |
31.12.2008 (in T€) |
|
|---|---|---|
| Non-current assets | ||
| Intangible assets | 11 | 12 |
| Tangible fixed assets | 160 | 176 |
| Investment property | 251,358 | 223,342 |
| Financial assets | ||
| Other loans | 29 | 38 |
| 29 | 38 | |
| Other assets | 360 | 366 |
| Deferred tax assets | 2,158 | 1,914 |
| 254,076 | 225,848 | |
| Current assets | ||
| Trade receivables and other assets | 894 | 799 |
| Income tax receivables | 623 | 557 |
| Bank deposits and cash balances | 37,036 | 54,012 |
| 38,553 | 55,368 | |
| Non-current assets held for sale | 0 | 130 |
| 38,553 | 55,498 | |
| Total assets | 292,629 | 281,346 |
Equity and liabilities
| 30.06.2009 (in T€) |
31.12.2008 (in T€) |
|
|---|---|---|
| Equity | ||
| Subscribed capital | 22,770 | 22,770 |
| Retained earnings | ||
| Legal reserve | 2,277 | 2,277 |
| Other retained earnings | 104,575 | 104,575 |
| Revaluation reserve | -6,216 | -4,737 |
| 100,636 | 102,115 | |
| Consolidated unappropriated net profit | ||
| Consolidated profit brought forward | 27,196 | 17,824 |
| Consolidated net profit | 3,316 | 17,341 |
| 30,512 | 35,165 | |
| 153,918 | 160,050 |
| Non-current liabilities and provisions | |||
|---|---|---|---|
| Financial liabilities and derivative financial instruments | 105,166 | 87,350 | |
| Deferred tax liabilities | 15,025 | 15,188 | |
| Trade accounts payable and other liabilities | 4,336 | 3,784 | |
| Provisions for pensions | 5,698 | 5,780 | |
| Other long-term provisions | 677 | 678 | |
| 130,902 | 112,780 |
| 4,078 | 3,754 |
|---|---|
| 160 | 660 |
| 2,275 | 1,823 |
| 1,296 | 2,279 |
| 7,809 | 8,516 |
| Total equity capital, liabilities and provisions | 292,629 | 281,346 |
|---|---|---|
Consolidated cash flow statement
| 01.01. - 30.06. 2009 (in T€) |
01.01. - 30.06. 2008 (in T€) |
|
|---|---|---|
| Cash flow from operating activity | ||
| Half-year result in the Group before tax (EBT) | 3,658 | 5,814 |
| Depreciation and amortisation | 3,195 | 2,467 |
| Financial results and results from participations | 2,302 | 595 |
| Change in provisions | -1,066 | -672 |
| Book profits (-)/losses (+) (offset) from the disposal of tangible fixed assets, | ||
| investment properties and non-current assets held for disposal | -250 | -1,547 |
| Book profits/losses (offset) from the disposal of financial assets | -676 | -254 |
| Other non-cash expenses (+)/income (-) | -2 | -148 |
| Change in receivables and other assets | 247 | -912 |
| Change in liabilities | -726 | 426 |
| Dividends received and distributions of profit | 14 | 643 |
| Interest inflows | 533 | 855 |
| Tax payments | -1,055 | -2,148 |
| 6,174 | 5,119 | |
| Cash flow from investment activity | ||
| Investments in intangible assets, tangible fixed assets and investment properties | -29,883 | -21,977 |
| Proceeds from disposals of tangible fixed assets, investment properties, | ||
| and non-current assets held for disposal | 806 | 4,666 |
| Net outflow of funds from the discontinuation of the special share fund Südinvest 107 | 0 | -13 |
| Proceeds from disposals of financial assets | 139 | 50,793 |
| -28,938 | 33,469 | |
| Cash flow from the financing activity | ||
| Dividend payments | -7,970 | -7,970 |
| Net inflow of funds from the acceptance of financial liabilities | 18,400 | 31,000 |
| Net outflow of funds from the repayment of financial liabilities | -1,840 | -35,225 |
| Interest outflows | -2,802 | -1,913 |
| 5,788 | -14,108 | |
| Changes in liquid funds | -16,976 | 24,480 |
| Cash fund on 1 January | 54,012 | 13,031 |
| Bank deposits and cash balances | 54,012 | 13,031 |
Consolidated statement of changes in equity
| Retained earnings | Consolidated unappropriated net profit |
|||||||
|---|---|---|---|---|---|---|---|---|
| Sub scribed capital |
Legal reserve |
Other retained earnings |
Revaluation reserve |
Carry forward |
Net profit | Appro priation of profits |
Total equity capital |
|
| (in T€) | (in T€) | (in T€) | (in T€) | (in T€) | (in T€) | (in T€) | (in T€) | |
| Position at 1 January 2008 | 22,770 | 2,277 | 76,447 | 90 | 1,554 | 52,226 | 142 | 155,507 |
| Carryforward to new account | 52,226 | -52,226 | 0 | |||||
| Distribution of profit for 2007 | -7,828 | -142 | -7,970 | |||||
| Income/expense recognised in equity | 718 | 718 | ||||||
| Consolidated net profit 01.01. - 30.06.2008 | 4,259 | 4,259 | ||||||
| Total comprehensive income 01.01. - 30.06.2008 | 718 | 4,259 | 4,977 | |||||
| Position at 30 June 2008 | 22,770 | 2,277 | 76,447 | 808 | 45,952 | 4,259 | 0 | 152,513 |
| Transfer into other retained earnings | 28,128 | -28,128 | 0 | |||||
| Income/expense recognised in equity | -5,545 | -5,545 | ||||||
| Consolidated net profit 01.07. - 31.12.2008 | 13,082 | 13,082 | ||||||
| Total comprehensive income 01.07. - 31.12.2008 | -5,545 | 13,082 | 7,537 | |||||
| Position at 31 December 2008 | 22,770 | 2,277 | 104,575 | -4,737 | 17,824 | 17,341 | 0 | 160,050 |
| Carryforward to new account | 17,341 | -17,341 | 0 | |||||
| Distribution of profit for 2008 | -7,969 | -7,969 | ||||||
| Income/expense recognised in equity | -1,479 | -1,479 | ||||||
| Consolidated net profit 01.01. - 30.06.2009 | 3,316 | 3,316 | ||||||
| Total comprehensive income 01.01. - 30.06.2009 | -1,479 | 3,316 | 1,837 | |||||
| Position at 30 June 2009 | 22,770 | 2,277 | 104,575 | -6,216 | 27,196 | 3,316 | 0 | 153,918 |
Notes to the consolidated interim financial statements
Information on HAMBORNER
HAMBORNER Aktiengesellschaft is a stock exchangelisted public limited company (Security Identification Number 601300) with its registered office in Duisburg, Germany. The present consolidated interim report of HAMBORNER AG and its subsidiary ("HAMBORNER Group") for the first half-year 2009 will be published on 13 August 2009. The consolidated financial statements are prepared in euro (€), whereby all amounts – unless otherwise stated – are shown in thousands of euro (T€). Minor differences may arise with computations of totals and percentage figures due to rounding.
Fundamental principles of reporting
This interim report of the HAMBORNER Group as of 30 June 2009 is consistent with the International Financial Reporting Standards (IFRS), as applicable in the European Union. It was prepared above all in compliance with the provisions of International Accounting Standard 34 on interim reporting as well as the requirements of German Accounting Standard No. 16 of the Accounting Standards Committee of Germany (DRSC, Deutsches Rechnungslegungs Standards Committee e.V.) on interim reporting and takes into account the requirements of Arts. 37w and 37y of the German Securities Trading Act (WpHG). It contains a reduced scope of report compared with the consolidated financial statements.
The consolidated interim financial statements as of 30 June 2009 are based on the same accounting and valuation methods and calculation rules as the consolidated financial statements as of 31 December 2008. In accordance with the revised IAS 1 "Presentation of financial statements", the consolidated financial statements include a statement of income and accumulated earnings in addition to the income statement. Both the result for the period and the profit-neutral statement of changes in the equity capital for the period are shown in this schedule for all the earnings and expenses entered in the Group.
The consolidation group as of 30 June 2009 consists of HAMBORNER AG and Hambornberg Immobilien- und Verwaltungsgesellschaft mbH. Uniform accounting and valuation principles form the basis of the interim accounts of the companies included. A detailed explanation of the principles of financial accounting applied as well as the method of consolidation is published in the notes to the consolidated financial statements of our annual report 2008.
The fair values of our properties determined by an expert as of 31 December 2008 were reviewed by us as of 30 June 2009 on the basis of spot checks. The valueinfluencing factors forming the basis of the valuation on the last balance sheet date have not changed significantly overall in the 1st half-year 2009. The maintenance of the values determined as of 31 December 2008 therefore appears justified to us from today's perspective.
In view of the strategic decision to cease investment in securities, we treat the special share fund Südinvest 107 as a discontinued business line in accordance with IFRS 5. Therefore, we separated the result from these activities to be discontinued in the income statement in the 1st halfyear 2008. Corresponding earnings have not accrued in the reporting period. Assets and accounts payable no longer existed on 30 June 2009, as the fund shares had been sold outright in the meantime.
The Managing Board is satisfied that the interim report contains all significant information required to fully explain the changes in the earnings, financial and asset situation of the HAMBORNER Group since the last financial statements.
The present half-yearly financial report was subjected to an audit review by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Dusseldorf in accordance with the resolution of the general shareholders' meeting on 9 June 2009. Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft has issued an appropriate certificate on the result of the audit review, which is published with this report.
Significant transactions with closely associated companies and persons
There were no transactions subject to a reporting requirement in the 1st half-year 2009.
Explanatory notes for the consolidated income statement of the 1st half-year 2009
Revenue from the management of properties and buildings increased by approximately 13% to 11,837 T€ overall compared with the figure for the same period last year.
Other operating income amounts to 1,430 T€ and results in the main from the disposal of land (250 T€) and from the sale of shareholdings (677 T€).
Expenses for the management of properties and buildings increased by 155 T€ compared with the previous period and amount to 1,945 T€. While maintenance expenses decreased by 206 T€, expenses for operating costs rose by 361 T€ as a result of the property acquisitions.
Personnel costs increased marginally in the 1st half-year 2009 by a total of 14 T€ to 1,369 T€ (1st half-year 2008: 1,355 T€).
Amortisation and depreciation of intangible assets, tangible fixed assets and properties held as a financial investment increased to 3,195 T€ (1st half-year 2008: 2,467 T€) owing to the property additions of the reporting period and of the previous year.
Other operating charges fell slightly by 77 T€ and amount to 799 T€.
The operating result for the 1st half-year 2009 decreased by 218 T€ and amounts to 5,959 T€.
Results from participations amount to 14 T€ compared with 643 T€ for the same period last year. The decrease is attributable to the cessation of income from investments from the company's shareholding in Wohnbau Dinslaken GmbH which was sold in the previous year.
The financial result amounts to -2,315 T€ and was thus -874 T€ below the financial result of the 1st half-year 2008. The decrease results mainly from increased interest payments as a result of higher borrowed funds for business expansion.
The result for ordinary activities for the 1st half-year 2009 amounts to 3,658 T€ and is thus 1,721 T€ lower than for the same period last year.
After deduction of taxes on income of -342 T€ (1st halfyear 2008: -1,494 T€) a result from activities to be continued amounting to 3,316 T€ arises compared with 3,885 T€ in the corresponding period of the previous year. The decrease in income taxes is primarily connected with the final levying of taxes for the securities fund Südinvest 107, which substantially influenced the income tax charge in the comparative period of the previous year.
The result from activities to be discontinued shown in the 1st half-year 2008 amounted to 374 T€ and included the earnings and expenses accrued in 2008 from the special securities fund Südinvest 107 until its termination. Interest and investment proceeds of 202 T€ and capital gains (when offset with depreciations) of 257 T€ have still accrued in the fund in this period. Comparable earnings have not accrued in the half-year under review. The result from activities to be discontinued shown in the 1st halfyear 2008 breaks down as follows:
| Q1/2009 (in T€) |
Q1/2008 (in T€) |
|
|---|---|---|
| Other operating expenses | 0 | -24 |
| Income from securities including capital gains |
0 | 277 |
| Write-downs of securities including share price losses |
0 | -20 |
| Interest income | 0 | 202 |
| Taxes on income and profit | 0 | -61 |
| Result from activities to be discontinued |
0 | 374 |
Explanatory notes to the consolidated balance sheet as of 30 June 2009
Significant changes in the balance sheet items as of 30 June 2009 compared with the balance sheet on the reporting date of the previous financial year (31 December 2008) are explained below.
The change in the item "properties held as a financial investment" amounting to € 28 million arises as the balance from additions of € 31.3 million, disposals of € 0.1 million and depreciations of the reporting period amounting to € 3.2 million.
The increase of 244 T€ in deferred taxes is mainly a consequence of the revaluation of interest rate derivatives as of 30 June 2009.
In the area of current assets, trade receivables and other assets increased by 95 T€ and amount to 894 T€. The change arises mainly as the balance from the delimitation of ground rents and interest on loans and the receipt of an indemnity claim.
Bank deposits and cash balances as of 30 June 2009 decreased by € 17.0 million and amount to € 37.0 million, essentially owing to the outflow of equity capital used for property investments and the disbursement of the dividend for the financial year 2008.
"Non-current assets held for sale" on 31.12.2008 involved the fair value of our shareholding in Montan GmbH intended for sale. The shareholding was sold by notarised deed dated 28 January 2009. As a result, the balance sheet item lapses as of 30 June 2009.
The revaluation reserve changed by -1,479 T€, mainly as a result of the revaluation of interest rate derivatives, and amounts to -6,216 T€.
A dividend of 7,969 T€ was distributed from the consolidated profit brought forward of the previous year by resolution of the general shareholders' meeting of 9 June 2009. Taking into account a consolidated net profit for the 1st half-year 2009 amounting to 3,316 T€, a consolidated unappropriated net profit to the extent of 30,512 T€ arises.
Non-current and current financial liabilities and derivative financial instruments have increased by € 18.1 million. The increase relates to the disbursement of long-term property financing amounting to € 18.4 million for the current property additions and from the revaluation of interest rate derivatives as of 30 June 2009 at € 1.6 million. On the other hand, redemption payments amounting to € 1.8 million were made in the half-year under review.
The non-current and current trade accounts payable and other liabilities have increased by 1,004 T€ to 6,611 T€. The increase results on the one hand from a purchase price retention in connection with the acquisition of the office building in Münster and, on the other hand, from the decrease in the trade accounts payable.
The payment of tax liabilities determined by an audit resulted in a decrease in the liabilities from taxes on income by 500 T€ to 160 T€ as of 30 June 2009.
The decrease in the non-current and current other provisions is mainly attributable to the change in provisions for legal and consultancy costs as well as for outstanding invoices.
.
Explanatory notes to the consolidated cash flow statement
The cash flow statement was prepared in compliance with IAS 7 and breaks down into the cash flow from operating activity, investment and financing activity. The determination of cash flows from operating activity is carried out by the indirect method.
The cash flow statement for the 1st half-year 2008 also includes the money inflows and outflows of the securities fund Südinvest 107 until its termination, which are shown in the income statement in the "result from activities to be discontinued" and portrayed in the following table:
| 01.01.-30.06. 2009 (in T€) |
01.01.-30.06. 2008 (in T€) |
|
|---|---|---|
| Cash flow from operating activity Cash flow from investment activity |
0 0 |
1,405 50,784 |
| Cash flow from activities to be discontinued |
0 | 52,189 |
Declaration of the Board of Management
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the group, and the interim management report of the group includes a fair view of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the group for the remaining months of the financial year.
Duisburg, 13 August 2009
The Managing Board
Dr. Mrotzek Schmitz
Review Report
To the HAMBORNER Aktiengesellschaft, Duisburg
We have reviewed the condensed interim consolidated financial statements - comprising the income statement and statement of income and expense recognized in equity, balance sheet, cash flow statement, statement of changes in equity and selected explanatory notes - and the interim group management report of the HAMBORNER Aktiengesellschaft, Duisburg for the period from January 1, 2009 to June 30, 2009, that are part of the semi annual financial report pursuant to Article 37w (2) WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the condensed interim consolidated financial statements in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, and of the interim group management report in accordance with the requirements of the WpHG applicable to interim group management reports, is the responsibility of the company's management. Our responsibility is to issue a report on the condensed interim consolidated financial statements and on the interim group management report based on our review.
We conducted our review of the condensed interim consolidated financial statements and of the interim group management report in accordance with the German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany). Those standards require that we plan and perform the review such that we can preclude through critical evaluation, with a certain level of assurance, that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, and that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports. A review is limited primarily to inquiries of company employees and analytical assessments and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot issue an auditor's report.
Based on our review no matters have come to our attention that cause us to presume that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with those IFRS applicable to interim financial reporting as adopted by the EU, or that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports.
Düsseldorf, August 13, 2009 Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft
(Harnacke) (Schmiedel) Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)
Supplementary information
The HAMBORNER AG share
While the HAMBORNER share was still subject to uncertainty and pressure on the capital markets at the beginning of the year, it was able to recover significantly again in the course of the first half-year with a plus of 30% compared with the 2008 year-end share price.
The share closed at € 7.50 on 30.06.2009.
The increase ensued after the publication of the business figures for the year 2008, amongst other factors. In comparison, the "E&G DIMAX" (German property share index) published by the banking firm Ellwanger & Geiger rose by just 2%, while for the same period the EPRA index was still 8% down on its 2008 year-end share price.
This demonstrates – irrespective of the continuing difficult situation on the stock markets – investor confidence in the company's business policy.
The market capitalisation of HAMBORNER AG was € 170.8 million at the end of the half-year under review.
The endeavour to increase awareness on the capital market and to provide more transparency highlights the change in the stock exchange segment. The HAMBORNER share has been listed in the Prime Standard since 08.06.2009. With the segment change, we take the strong business development and the growing interest of the capital market into account. Prime Standard listing represents the next logical step in the company's growth strategy in relation to capital market activities.
Financial Calendar 2009/2010
| 13 August 2009 | Interim report for 1st half-year 2009 |
|---|---|
| 9 November 2009 | Interim report for 3rd quarter 2009 |
| 31 March 2010 | Annual report 2009 |
| 14 May 2010 | Interim report for 1st quarter 2010 |
| 10 June 2010 | Annual general shareholders' meeting 2010 |
Forward-looking statements
This report includes forward-looking statements, e.g. on the probable future business development of the HAMBORNER Group. These statements are based on current assumptions and assessments of the Managing Board. In the absence of control of the crucial economic conditions for these expectations, such as the development of the market environment or statutory measures, these assessments are subject to risks and uncertainties. In this respect, the actual outcomes may deviate from the assumptions made here. Therefore, forward-looking statements should not be interpreted as a guarantee that the expectations will be fulfilled.
Publisher's note
Publisher: The Managing Board of HAMBORNER AG, Duisburg-Hamborn Position at: August 2009
H A M B O R N E R
A K T I E N G E S E L L S C H A F T
Goethestraße 45 47166 Duisburg
Tel.: +49 (0)203 / 54405-0 Fax: +49 (0)203 / 54405-49
E-mail: [email protected] www.HAMBORNER.de