Quarterly Report • Jul 29, 2022
Quarterly Report
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29 July – 7:40 Regulated information
EPRA profit for H1 2022 rises by 13.70% compared with H1 2021 to 3.68 MEUR. EPRA earnings per share amount to 0.50 EUR, an increase of 10.65%.
EPRA NTA per share amounts to 14.97 EUR (decrease of 5.43% compared to 31 December 2021), IFRS NAV to 15.42 EUR (decrease of 2.61% compared to 31 December 2021).
Stable debt ratio of 50.22% (compared to 50.29% on 31 December 2021).
Q rf Half-yea r r epo r t 2022 ◼ Summa ry fi rst h alf yea r 2022 3 Highlights H1 20223.68 MEUR Fair value of the portfolio as at 30 June 2022 of 205.54 MEUR, of which 186.36 MEUR (90.67%) in Core locations and 19.18 MEUR (9.33%) in Non-Core locations. Over the past four quarters, the Fair Value of the portfolio has remained constant on a like-for-like basis. In addition, Qrf holds 25.41 MEUR as financial participations in joint ventures for redevelopments in Antwerp and Leuven and 2.18 MEUR as assets held for sale.
Occupancy rate of 98.90%, compared to 98.20% on 31 December 2021.
Qrf has concluded a lease agreement with Nike, for the location Veldstraat 88, Gent, starting Q4 2023 at a contractual rent of 450 KEUR per year, being 3.45% of the total current contractual rent.
As of 30 June 2022, Qrf has financial debts of 119 MEUR. The average financing cost is 1.53% (compared to 1.74% at the end of 2021). Today, Qrf has a interest coverage ratio of 83.19% of the total debt position.
Qrf confirms the gross dividend forecast of at least 0.80 EUR per share for 2022. Qrf will offer this dividend to the shareholders as an optional dividend.
During the first half of the year, Qrf again made steps in the consistent implementation of its strategy: important leases were concluded or renewed; the Non-Core portfolio was further reduced; the company's balance sheet, despite difficult market conditions, was supported by a successful optional dividend; and important steps were made in the development projects:
In the first half of the year, Qrf concluded a binding rental agreement with Nike, for the Veldstraat 88 location starting in Q4 2023 at a contractual rent of 450 KEUR per year. In parallel, an environmental permit was submitted that allows the necessary interventions to meet the contemporary expectations of a retailer.
In the first six months of the year 20 lease renewals were concluded for a total of 859 KEUR of contractual rent (6.9% of the total contractual rent). In addition, two new leases took effect for a total annual rent collection of 59 KEUR and two leases were not renewed for an annual rent collection of 28 KEUR.
Although rentals as of the first half of the year are limited to 6.9% of the total Contractual Rents, Qrf has entered into significant relettings and new contracts in recent months that will only come into effect in the second half of the year or next year.
In the first quarter, a previously announced sale of a Non-Core property in Liège, Rue de la Cathédrale 79-83 was completed for a net amount of 1.06 MEUR. This sale resulted at the end of 2021 in a capital gain of 0.06 MEUR (+6.00%) compared to the most recent Fair Value.
In addition, during the first half of the year Qrf concluded a binding sales agreement for two Non-Core properties for a total net proceeds of 2.18 MEUR. It concerns the properties Nederstraat 43,45 in Oudenaarde (realisation end Q3) and Graaf Van Egmontstraat 10, Mechelen (realisation end Q4). These sales will be realised with a capital gain of 0.22 MEUR (+11.22%) compared to the most recent Fair Value established by the appraiser.
The continued focus on the sale of Non-Core properties is an essential part of the real estate portfolio's reorientation towards more institutional real estate with stable locations and properties.
The redevelopment of the Century Center in Antwerp (joint venture Qrf 30%, Baltisse 70%) is in the construction phase, with the various subprojects to be delivered in the period 2023-2024. Constructive talks are underway for both the remaining lettable office and retail surfaces.
The redevelopment at Bondgenotenlaan in Leuven (joint venture Qrf 30%, Dyls 70%) is also in the construction phase. The sale of the individual student rooms and studios was started in the spring and is going according to expectations.
For the joint venture development projects, Qrf expects a higher annual return upon realisation of the development and exit compared to the existing rental yield of the property portfolio. However, this effect will only become apparent in cash terms upon exit. Throughout the development, part of the expected surplus value will be included in the results.
During the development phase of these projects, Qrf's annual EPRA result is realised with only 85% of the property-related assets, the so-called yielding assets. Only upon completion of the projects under development, or upon sale as regards the participations in the joint ventures, will these contribute to the EPRA result.
If the full proceeds of the realisation of the current value of the participations in joint ventures were to be used to repay financial debt, the like-for-like financial debt would drop from 119 MEUR to 94 MEUR, which has a favourable effect on the debt ratio, as well as a positive effect on the annual interest costs. The impact on the EPRA result under this conservative scenario amounts to 0.05 EUR per share, per annum.
If the full proceeds from the realisation of the current value of the participations in joint ventures were to be used to invest in real estate assets, a positive annual effect of 0.16 EUR per share is expected.
If necessary, Qrf has the option of using the proceeds of the joint ventures as from 2024. The choice will partly depend on the evolution of the interest cost and offers the company a fundamental protection against rising interest costs.
For its suburban retail park in Huy (Shopping Mosan, 7.3% of the total Contractual Rent), Qrf has launched a renovation project. The retail park was developed in 2010 and is in need of a refreshment in order to benefit from its competitive location. The works are expected to be completed by spring 2023. These renovation plans have been enthusiastically received by the various tenants on the site.
The shareholders of Qrf opted for 57.8% of their shares for a contribution of dividend rights in exchange for new shares. This results in a strengthening of the equity (capital and share premium) of 2.38 MEUR by issuing 236,061 new shares. This brings the total number of Qrf shares to 7,582,737. The remaining dividend rights were paid in cash for a net amount of 1.73 MEUR.
The first half of 2022 covers the period from 1 January 2022 to 30 June 2022.
| REAL ESTATE PORTFOLIO | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| Fair Value of investment properties including assets held for sale1 | (KEUR) | 207,724 | 209,120 |
| Total gross surface area | (m²) | 68,325 | 69,883 |
| Contractual Rents on an annual basis2 | (KEUR) | 12,456 | 12,380 |
| Estimated Rental Value of vacant premises | (KEUR) | 685 | 774 |
| Gross rental income3 | 6.06% | 5.95% | |
| Occupancy rate4 | 98.90% | 98.20% | |
| BALANCE SHEET | 30/06/2022 | 31/12/2021 | |
| Shareholders' equity (excl. minority interests) | (KEUR) | 116,930 | 116,326 |
| Debt ratio (RREC Law)5 | 50.22% | 50.29% | |
| PROFIT AND LOSS ACCOUNT | 30/06/2022 | 30/06/2021 | |
| Net rental income | (KEUR) | 6,123 | 5,458 |
| Operating result before result on the portfolio | (KEUR) | 4,651 | 4,347 |
| Operating margin6 | 75.96% | 79.63% | |
| Portfolio result (including share of joint ventures) | (KEUR) | -2,320 | -6,504 |
| Financial result | (KEUR) | 1,706 | -727 |
| Taxes | (KEUR) | 90 | 358 |
| Net result (group share) | (KEUR) | 4,126 | -2,526 |
| Adjustment for portfolio result (including share of joint ventures) | (KEUR) | 2,320 | 6,503 |
| Adjustment for changes in the Fair Value of the financial assets and liabilities (non-effective portion of interest rate hedges) |
(KEUR) | -2,655 | -344 |
| Adjustment for deferred taxes relating to EPRA adjustments | -115 | -400 | |
| EPRA earnings7 | (KEUR) | 3,677 | 3,234 |
6 Operating margin = Operating result before the result on the portfolio / (Net rental income).
1 Fair Value of the real estate portfolio = The investment value as defined by an independent chartered surveyor, from which the transfer costs are deducted. The Fair Value is equivalent to the book value under IFRS.
2 Contractual rents on an annual basis = The index-adjusted base rental prices as contractually set in the recent contract before the deduction of gratuities or other incentives allowed to the tenants.
3 Gross portfolio yield = (Contractual rents on an annual basis)/(Fair Value of the real estate portfolio).
4 Occupancy rate = (Contractual rents on an annual basis)/(Contractual rents on an annual basis including the Estimated Rental Value of vacant property).
5 Calculated in accordance with the Royal Decree of 13 July 2014 implementing the Regulated Real Estate Companies Act of 12 May 2014.
7 EPRA earnings = Net result (group share) excluding the portfolio result and changes in the Fair Value of the non-effective interest rate hedges. This term is used in accordance with the Best Practice Recommendations of the EPRA.
| KEY FIGURES PER SHARE | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| Number of shares outstanding at the end of the period | 7,582,737 | 7,346,676 | |
| Weighted average number of shares8 | 7,371,594 | 7,173,619 | |
| Net result per share | (EUR) | 0.56 | -0.35 |
| EPRA earnings per share | (EUR) | 0.50 | 0.45 |
| Closing price of the share at the end of the financial year | (EUR) | 10.50 | 12.15 |
| IFRS NAV per share9 | (EUR) | 15.42 | 15.17 |
| Premium/discount with regard to IFRS NAV10 (end of period) | -31.91% | -19.91% | |
| EPRA NTA per share11 | (EUR) | 14.97 | 15.34 |
| Premium/discount with regard to EPRA NAV12 (end of period) | -29.86% | -20.79% |
8 Shares are counted pro-rata temporis from the time of issue. The time of issue differs in this case from the time of profit sharing.
9 IFRS NAV per share = Net Asset Value per share according to IFRS.
10 Premium/Discount relative to IFRS NAV = [(Closing share price at the end of the period/(IFRS NAV per share at the end the period)-1].
11 EPRA NTA per share = Net Tangible Assets according to EPRA Best Practices Recommendations.
12 Premium/Discount relative to EPRA NAV = [(Closing share price at the end of the period/(EPRA NAV per share at the end of the period)-1].
| 1 | NOTES TO THE CONSOLIDATED RESULTS FOR THE FIRST HALF OF 2022 |
11 |
|---|---|---|
| 2 | TRANSACTIONS AND ACHIEVEMENTS | 18 |
| 3 | QRF ON THE STOCK EXCHANGE | 22 |
| 4 | PROPERTY REPORT | 27 |
| 5 | CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE FIRST HALF OF 2022 |
34 |
| 6 | EPRA & APM | 59 |
| 7 | LEXICON | 67 |
| 1.1 | RESULTS | 11 |
|---|---|---|
| 1.2 | BALANCE SHEET | 12 |
| 1.3 | FINANCIAL STRUCTURE | 13 |
| 1.3.1 Composition of debts | 13 |
| Ghent |
|---|
| Lange Munt 61-63 |
| Belgium |
The net rental result as at 30 June 2022 rose to 6.12 MEUR compared to 5.46 MEUR (30 June 2021).
This increase is mainly due to the absence of the COVID-19 impact realised in 2021 (0.58 MEUR), the net impact of divestments (0.03 MEUR), and the like-for-like evolution in rental income (-0.05 MEUR).
The operating result before result on portfolio amounts to 4.65 MEUR for the first half of 2022, an increase of 7.01% compared to the first half of 2021 (4.35 MEUR). The operating margin fell to 75.96%.
The portfolio result (incl. share of joint ventures) for the first half of 2022 amounts to -2.32 MEUR and consists of:
The financial result amounts to 1.71 MEUR for the first half of 2022. The main components of the financial result are:
Taxes contributed 0.09 MEUR to the result in the first half of 2022, mainly as a result of the movement in the temporary difference between the Fair Value and tax value of properties in the Netherlands (0.40 MEUR).
The Net Income (Group share) amounted to 4.13 MEUR, or 0.56 EUR per share.
After adjustment for the portfolio result (including share of joint ventures) and the variation in the Fair Value of financial assets and liabilities and the deferred taxes in relation to EPRA adjustments, Qrf registers an EPRA result for the first half year of 2022 of 3.68 MEUR, or an increase of 13.70% in comparison with the first half year of 2021 (3.23 MEUR). The EPRA result per share amounts to 0.50 EUR.
The Fair Value of the investment properties amounts to 205.54 MEUR on 30 June 2022 (compared to 208.06 MEUR on 31 December 2021):
resulting in the Fair Value of the portfolio amounting to 205.54 MEUR as at 30 June 2022.
The Gross Rental Yield of the portfolio remained stable at 6.06% compared to the end of 2021.
The Group's equity (IFRS), i.e. excluding minority interests, remained virtually stable at 116.93 MEUR as at 30 June 2022 (compared to 116.33 MEUR as at 31 December 2021).
1 Including the write-off of capitalised costs, the write-off amounts to MEUR 1.03.
IFRS NAV per share decreases by 2.59% from 15.83 EUR on 31 December 2021 to 15.42 EUR on 30 June 2022. EPRA NTA per share decreases by 5.43% from 15.83 EUR to 14.97 EUR over the same period.
At 50.22%, the debt ratio remained virtually stable compared to 31 December 2021 (50.29%).
On 30 June 2022, Qrf has 119 MEUR of financial debts, which consist of:
Qrf had 149 MEUR in credit lines available on 30 June 2022. The undrawn part of the available credit lines amounts to 58 MEUR, of which 10 MEUR is to cover the commercial paper program.
The Average Financing Cost is 1.53% in the first half of 2022 (compared to 1.74% in 2021). As of 30 June 2022, 83.19% of the debt is fixed-rate primarily as a result of following an active hedging strategy.
Graph 1 COMPOSITION OF FINANCIAL DEBTS AS AT 30 JUNE 2022
| 2.1 | ACQUISITIONS, DIVESTMENTS AND OTHER ACTIVITIES | 18 |
|---|---|---|
| 2.1.1 Acquisitions and divestments |
18 | |
| 2.1.2 Redevelopments | 18 | |
| 2.1.3 Rental activities | 19 | |
| 2.2 | OUTLOOK 2022 | 19 |
During the first half of the year, Qrf concluded a binding sales agreement for two Non-Core investment properties for a total net proceeds of 2.18 MEUR. It concerns the properties Nederstraat 43, 45 in Oudenaarde (realisation end Q3) and Graaf Van Egmontstraat 10, Mechelen (realisation end Q4). These sales will be realised with a capital gain of 0.22 MEUR (+11.22%) compared to the most recent Fair Value established by the appraiser. Furthermore, a previously announced sale of a Non-Core investment property in Liege, Rue de la Cathédrale 79-83 was completed in Q1 for a net amount of 1.06 MEUR. This sale resulted at the end of 2021 in a capital gain of 0.06 MEUR (+6.00%) compared to the most recent Fair Value.
During the first half of the year, Qrf did not realise any acquisitions.
Qrf has two participations in joint venture companies for the redevelopment of inner-city mixed-use projects in Antwerp (Century Center) and Leuven (Bondgenotenlaan). For both development projects, Qrf cooperates with a specialist developer and holds 30% of the shares in the respective joint ventures for a value of 25.41 MEUR.
It should be taken into account that the redevelopment of locations ensures that in the interim period until completion, limited rental income is realised in the joint ventures. In the short term, this has a negative effect on the EPRA result, but in the medium term it creates substantial shareholder value.
Qrf expects an annual return (IRR) on both projects that is higher than the existing rental return. However, as it concerns development projects in joint ventures, this annual return will not be reflected in the EPRA figures during the years of development, and the return will be realised upon sale of both projects.
Both projects are obviously subject to the rising cost of construction materials. That is why this increase has already been taken into account in the valuation of these joint venture projects for the first half of 2022. For both projects, however, Qrf is convinced that it will achieve the internal return forecast thanks to the quality of the projects at the time of sale.
Within its portfolio of 33 sites leased to around 100 tenants, Qrf managed to maintain its high Occupancy Rate in the first half of 2022. On 30 June 2022, the portfolio occupancy rate1 was 98.90% (compared to 98.20% on 31 December 2021).
In the first six months of the year 20 lease renewals were concluded for a total of 859 KEUR of contractual rent (6.9% of the total contractual rent). In addition, two new leases took effect for a total annual rent collection of 59 KEUR and two leases were not renewed for an annual rent collection of 28 KEUR.
Graph 1 EVOLUTION OCCUPANCY RATE
Based on the result achieved in the first half of the year and the lease renewals already completed, Qrf confirms a dividend forecast for the 2022 financial year of 0.80 EUR per share. Qrf will propose this dividend in the form of an optional dividend.
1 Occupancy Rate = (Annualised Contractual Rents) / (Annualised Contractual Rents increased by the Estimated Rental Value of vacant space). The occupancy rate is calculated starting in 2018 excluding the two development projects (Leuven and Century Center).
| 3.1 | THE QRF SHARE | 22 |
|---|---|---|
| 3.2 | SHARE PRICE EVOLUTION AND VOLUME TRADED | 23 |
| 3.3 | SHAREHOLDING | 24 |
| 3.4 | FINANCIAL CALENDAR FOR 2022 AND 2023 | 24 |
Qrf offers private and institutional investors the opportunity to access a wide range of real estate assets in a diversified manner, without having to worry about the management, which is carried out by professional teams.
Qrf share (Euronext Brussels: QRF, ISIN code BE0974272040) has been listed on the continuous market of Euronext Brussels since 18 December 2013. Qrf is part of the Bel Small index.
On 30 June 2022, the capital of Qrf was represented by 7,582,737 fully paid-up shares. Each of these shares confers one voting right at the General Meeting. The shares have no nominal value. Neither Qrf nor any of its subsidiaries hold any shares of Qrf.
| 30/06/2022 | 30/06/2021 | |
|---|---|---|
| Number of shares in issue at the end of the financial year | 7,582,737 | 7,346,676 |
| Registered shares | 3,090,488 | 2,972,473 |
| Dematerialised shares | 4,492,249 | 4,374,203 |
| Market capitalisation at the end of the financial year (in EUR) | 79,618,739 | 89,262,113 |
| Free float1 | 45.0% | 62.5% |
| Share price (in EUR) | ||
| Highest | 12.20 | 13.80 |
| Lowest | 10.00 | 11.00 |
| At the end of the period | 10.50 | 12.15 |
| Average | 11.01 | 12.07 |
| Volume (in number of shares) | ||
| Average daily volume | 3,811 | 4,277 |
1 Free float = [(Number of shares at year-end) - (Total number of shares held by parties that have made themselves known through a transparency declaration in accordance with the Act of 2 May 2007)]/[Number of shares at year-end].
As at 30 June 2022, Qrf had 7,582,737 outstanding shares. Based on the transparency notifications received by Qrf, the shareholder structure is as follows:
| SHAREHOLDERS | SHARES | PERCENTAGE |
|---|---|---|
| Etienne Kaesteker | 367,573 | 4.8% |
| KBC Asset Management | 391,218 | 5.2% |
| Quintet Private Bank | 550,579 | 7.3% |
| AXA SA | 633,680 | 8.4% |
| Family Vanmoerkerke | 2,237,649 | 29.5% |
| Free float | 3,402,038 | 44.8% |
| TOTAL | 7,582,737 | 100.0% |
| DATE | |
|---|---|
| Publication update 3rd quarter 2022 | 28/10/2022 |
| Publication press release annual results 2022 | 24/02/2023 |
| Publication update 1st quarter 2023 | 28/04/2023 |
| General Meeting of Shareholders | 16/05/2023 |
| Publication of half-yearly results and half-yearly report 2023 | 27/07/2023 |
| Publication update 3rd quarter 2023 | 27/10/2023 |
For possible changes to the agenda, please refer to the "financial calendar" on the website http://www.qrf.be. Any changes will also be announced by press release.
| 4.1 | DISCUSSION OF THE CONSOLIDATED PROPERTY | |
|---|---|---|
| PORTFOLIO ON 30 JUNE 2022 | 27 | |
| 4.2 | CONCLUSIONS OF THE PROPERTY EXPERT | 31 |
| Hasselt |
|---|
| Demerstraat 21-25 |
| Belgium |
On 30 June 2022, the consolidated property portfolio comprised 33 sites with a total gross area of 68,325 m² and a Fair Value of 205.54 MEUR. The portfolio generates 12.46 MEUR Contractual Rents on an annual basis, of which 11.10 MEUR in Belgium and 1.36 MEUR in the Netherlands.
Expressed in Fair Value, on 30 June 2022 90% of the portfolio was located in Belgium and 10% in the Netherlands.
The Gross Rental Yield based on the Contractual Rents is 6.06% as at 30 June 2022.
The portfolio is divided into a Core and Non-Core portfolio, based on the attractiveness of the city (demographics, tourism, etc.), the positioning within the shopping area and the quality of the property for tenants.
Table 1 SUMMARY CORE AND NON-CORE PORTFOLIO
| PORTFOLIO | NUMBER OF SITES |
FV 30/06/2022 | ERV 30/06/2022 | CONTRACTUAL RENTALS |
GROSS RENTAL YIELD BASED ON CONTRACTUAL RENTS |
|---|---|---|---|---|---|
| Core | 26 | 186,360,000 | 9,751,581 | 11,095,848 | 5.95% |
| Non-Core | 7 | 19,180,000 | 1,248,650 | 1,359,867 | 7.09% |
| TOTAL | 33 | 205,540,000 | 11,000,213 | 12,455,715 | 6.06% |
| CORE PORTFOLIO | NON-CORE PORTFOLIO |
|---|---|
| Aalst - Nieuwstraat 29 - 31 – 33 | Dendermonde - Oude Vest 19-37 |
| Antwerp - Kammenstraat 34 | Liège - Rue de la Cathédrale 87-93 |
| Antwerp - Meir 107 | Mechelen - Graaf van Egmontstraat 10 (1) |
| Antwerp - Meirbrug 2 / Schoenmarkt 22 | Namur - Rue de Fer 10 |
| Antwerp - Schuttershofstraat 53 | Ostend - Kapellestraat 105 |
| Antwerp - Wiegstraat 4 | Oudenaarde - Nederstraat 43/45 (1) |
| Antwerp - Wiegstraat 6 | Sint-Truiden - Luikerstraat 49-51 |
| Boncelles - Route du Condroz 42-44 | Tongeren - Maastrichterstraat 20a-20b |
| Ghent - Langemunt 61-63 | Ukkel - Alsembergsesteenweg 767 |
| Hasselt - Demerstraat 21-25 | |
| Hasselt - Koning Albertstraat 48-50 | |
| Huy - Shopping Mosan | |
| Mechelen - Bruul 15 | |
| Ostend - Adolf Buylstraat 1A | |
| Ostend - Adolf Buylstraat 33 | |
| Ostend - Adolf Buylstraat 42 | |
| Ostend - Adolf Buylstraat 44 | |
| Ostend - Kapellestraat 65 | |
| Wilrijk - Boomsesteenweg 894-898 | |
| Den Bosch - Hinthamerstraat 41-45 (NL) | |
| Enschede - Kalanderstraat 2-4 9 (NL) | |
| Maastricht - Grote Staat 58 (NL) | |
| Nijmegen - Broerstraat 49 (NL) | |
| Zwolle - Diezerstraat 60 (NL) | |
| Bruges - Predikherenrei 4 | |
| Ghent - Veldstraat 88 |
(1) As of 30 June 2022, these investment properties are held as Assets held for sale. Purchase/sale agreements have been entered into and the final sales will be completed later in 2022.
As illustrated in the figure below, the Fashion sector accounts for 34.4% of the total Contractual Rentals on an annual basis. This sector is followed by Department Stores with 14.3% and Culture with 11.4%.
Graph 1 SECTOR DISTRIBUTION OF THE PROPERTY PORTFOLIO AS AT 30 JUNE 2022 (EXPRESSED AS AN ANNUAL PERCENTAGE OF CONTRACTUAL RENTS)
The chart below shows the annualised Contractual Rentals broken down by Qrf's main customers.
Graph 2 DISTRIBUTION OF THE PROPERTY PORTFOLIO BY TENANTS AS AT 30 JUNE 2022 (EXPRESSED AS AN ANNUAL PERCENTAGE OF CONTRACTUAL RENTS)
Qrf's 10 major tenants together represent 63% of the total Contractual Rentals on an annual basis.
Qrf's property portfolio is valued by Cushman & Wakefield.
We are honoured to submit to you our estimate of the Fair Value of Qrf's property portfolio as at 30 June 2022.
After a careful analysis of the market and taking into account the assumptions we have made, we can report the following:
Fair Market Value (rounded), net of transaction costs:
| TOTAL | BELGIUM | THE NETHERLANDS |
|---|---|---|
| 205,540,000 EUR | 184,190,000 EUR | 21,350,000 EUR |
Yours sincerely,
For the part of the property portfolio located in Belgium
Benoit Duysters Valuer Valuation & Advisory
Gregory Lamarche MRICS Associate Valuation & Advisory
For the part of the real estate portfolio located in the Netherlands
Cushman & Wakefield V.O.F. Ronald H.J. van der Zalm MRICS RT Associate Valuation & Advisory
| 5.1 | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
34 |
|---|---|---|
| 5.2 | EARNINGS PER SHARE | 35 |
| 5.3 | CONDENSED CONSOLIDATED BALANCE SHEET | 36 |
| 5.4 | CONSOLIDATED CASH FLOW STATEMENT | 37 |
| 5.5 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 38 |
| 5.6 | DETAIL OF THE CONSOLIDATED RESERVES | 39 |
| 5.7 | EXPLANATORY NOTES | 40 |
| 5.8 | REPORT OF THE STATUTORY AUDITOR | 55 |
| Ostend | |
|---|---|
| Adolf Buylstraat | |
| Belgium |
| A. CONSOLIDATED INCOME STATEMENT | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | Note | 30/06/2022 | 30/06/2021 | |
| (+) | I. Rental income | 6,048 | 5,547 | |
| (+) | II. Writeback of leased payments sold and discounted | 0 | 0 | |
| (+/-) III. Rental charges | 75 | -88 | ||
| NET RENTAL INCOME | 3 | 6,123 | 5,458 | |
| (+) | IV. Recovery of property charges | 0 | 0 | |
| (+) | "V. Recovery of rental charges and taxes normally payable by tenants on | |||
| (-) | let properties" "VI. Costs payable by the tenants and borne by the owner on the rental damage |
244 | 184 | |
| and refurbishment at end of lease" | 0 | 0 | ||
| (-) | VII. Rental charges and taxes normally payable by tenants on let properties | -311 | -263 | |
| (+/-) VIII. Other rental related income and charges | 0 | 0 | ||
| PROPERTY RESULT | 3 | 6,056 | 5,378 | |
| (-) | IX. Technical costs | -169 | -112 | |
| (-) | X. Commercial costs | -33 | -48 | |
| (-) | XI. Charges and taxes of unlet properties | -28 | -20 | |
| (-) | XII. Property management costs | -118 | -84 | |
| PROPERTY CHARGES | 3 | -349 | -264 | |
| PROPERTY OPERATING RESULT | 5,707 | 5,114 | ||
| (-) | XIV. General company expenses | -1,056 | -844 | |
| (+/-) XV. Other operating income and charges | 0 | 77 | ||
| OPERATING RESULT BEFORE PORTFOLIO RESULT | 4,651 | 4,347 | ||
| (+/-) XVI. Result on disposals of investment properties | 224 | -183 | ||
| (+/-) XVIII. Changes in Fair Value of investment properties | -1,033 | -6,321 | ||
| PORTFOLIO RESULT | 4 | -809 | -6,504 | |
| OPERATING RESULT | 3,842 | -2,157 | ||
| (+) | XX. Financial income | 5 | 6 | |
| (-) | XXI. Net interest charges | -845 | -1,038 | |
| (-) | XXII. Other financial charges | -110 | -39 | |
| (+/-) XXIII. Changes in Fair Value of financial assets and liabilities | 2,655 | 344 | ||
| FINANCIAL RESULT | 4 | 1,706 | -727 | |
| (+/-) XXIV. Share in the profit or loss of associates and joint ventures | -1,511 | 0 |
| PROFIT BEFORE TAXES | 4,037 | -2,883 | |
|---|---|---|---|
| (+/-) XXV. Corporate tax | 90 | 358 | |
| (+/-) XXVI. Exit tax | 0 | 0 | |
| TAXES | 90 | 358 | |
| NET PROFIT | 4,126 | -2,526 | |
| Attributable to: | |||
| Shareholders of the group | 4,126 | -2,526 | |
| Minority interests | 0 | 0 | |
| Components of net result - Shareholders of the group: | |||
| NET RESULT (GROUP SHARE) | 4,126 | -2,526 | |
| Result on the portfolio | 809 | 6,504 | |
| Earnings from associates and joint ventures | 13 | 1,511 | 0 |
| Changes in the Fair Value of financial assets and liabilities | -2,655 | -344 | |
| Result on the realisation of shares in real estate companies | 0 | 0 | |
| Deferred taxes relating to EPRA changes | -115 | -400 | |
| EPRA EARNINGS* | 3,677 | 3,234 |
*The EPRA earnings consist of the Net result (group share) exclusive of the portfolio, the changes in the Fair Value of the non-effective.
| Figures in thousands of EUR | Note | 30/06/2022 | 30/06/2021 |
|---|---|---|---|
| I. NET PROFIT | 4,126 | -2,526 | |
| II. OTHER COMPREHENSIVE INCOME RECYCLABLE UNDER THE INCOME STATEMENT |
0 | 0 | |
| (+/-) "B. Changes in the effective part of Fair Value of authorized cash flow hedging instruments as defined under IFRS" |
0 | 0 | |
| COMPREHENSIVE INCOME | 4,126 | -2,526 | |
| Attributable to: | |||
| Shareholders of the group | 4,126 | -2,526 | |
| Minority interests | 0 | 0 |
| FIGURES IN THOUSANDS OF EUR | Note | 30/06/2022 | 30/06/2021 |
|---|---|---|---|
| Number of ordinary shares in circulation at the end of the financial year | 7,582,737 | 7,346,676 | |
| Weighted average number of shares during the financial year | 7,371,594 | 7,173,619 | |
| NET EARNINGS PER ORDINARY SHARE - GROUP SHARE (in EUR) | 0.56 | -0.35 | |
| DILUTED NET EARNINGS PER SHARE - GROUP SHARE (in EUR) | 0.56 | -0.35 |
| FIGURES IN THOUSANDS OF EUR | Note | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|---|
| ASSETS | ||||
| I. FIXED ASSETS | 234,363 | 236,377 | ||
| B | Intangible fixed assets | 49 | 64 | |
| C Investment properties | 6 | 205,540 | 208,060 | |
| D Other tangible fixed assets | 6 | 12 | ||
| E | Non-current financial assets | 1,933 | 10 (*) | |
| H Deferred taxes - assets | 1,424 | 1,310 (*) | ||
| I | Investments in associated companies and joint ventures equity method | 25,410 | 26,921 (*) | |
| II. CURRENT ASSETS | 4,832 | 3,584 | ||
| A | Assets held for sale | 6 | 2,184 | 1,060 |
| D Trade receivables | 1,349 | 1,116 | ||
| E | Tax receivables and other current assets | 331 | 418 (*) | |
| F | Cash and cash equivalents | 721 | 883 | |
| G Deferred charges and accrued income | 247 | 107 | ||
| TOTAL ASSETS | 239,195 | 239,961 | ||
| FIGURES IN THOUSANDS OF EUR | Note | 30/06/2022 | 31/12/2021 | |
| LIABILITIES | ||||
| EQUITY | 116,930 | 116,326 | ||
| I. | Equity attributable to the shareholders of the parent company | 116,930 | 116,326 | |
| A | Capital | 7 | 7,166 | 6,954 |
| a. Issued capital | 7,583 | 7,347 | ||
| b. Costs for capital increase | -417 | -393 | ||
| B | Issue premiums | 154,091 | 151,948 | |
| C Reserves | -48,453 | -44,903 | ||
| D Net result for the financial year | 4,126 | 2,327 | ||
| II. Minority interests | 0 | 0 | ||
| OBLIGATIONS | 122,264 | 123,634 | ||
| I. | Non-current liabilities | 99,025 | 71,761 | |
| B | Non-current financial debts | 8 | 98,949 | 70,930 |
| C Other non-current financial liabilities | 76 | 831 | ||
| II. Current liabilities | 23,239 | 51,873 | ||
| B | Current financial debts | 8 | 20,000 | 49,000 |
| D Trade debts and other current debts b. Other |
1,099 1,099 |
457 457 |
||
| E | Other current liabilities | 65 | 185 | |
| F | Accrued charges and deferred income | 2,075 | 2,231 | |
| TOTAL EQUITY AND LIABILITIES | 239,195 | 239,960 |
(*) Comparative figures 31/12/2021 represented with respect to annual report 2021
| FIGURES IN THOUSANDS OF EUR | Note | 30/06/2022 | 30/06/2021 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS OPENING BALANCE SHEET | 883 | 1,727 | |
| 1. Cashflow from operating activities | 3,775 | 2,822 | |
| Net result | 4,126 | -2,525 | |
| Non-paid interest and bank charges 301 321 | 325 | 283 | |
| Adaptation of the result for non-cash flow transactions | -293 | 6,786 | |
| - Depreciation on capitalized financing charges | 19 | 0 | |
| - Depreciation on intangible and other tangible fixed assets | 23 | -2 | |
| - Result from the sale of investment properties | -224 | 170 | |
| - Increase / decrease of receivable invoices (+/-) | 0 | 132 | |
| - Changes in Fair Value of investment properties and project developments | 4 | 1,033 | 6,321 |
| - Changes in Fair Value of financial assets and liabilities | 5 | -2,655 | 165 |
| - Share of result of associated companies and joint ventures | 1,511 | 0 | |
| Changes in working capital requirements: | -383 | -1,722 | |
| Movement of assets: | -400 | -594 | |
| - Trade receivables | -233 | -506 | |
| - Tax receivables and other current assets | -27 | -69 | |
| - Deferred charges and accrued income | -140 | -18 | |
| Movement of liabilities: | 17 | -1,129 | |
| - Other non-current liabilities | -24 | -40 | |
| - Trade debts and other current debts | 791 | 107 | |
| - Other current liabilities (incl. tax debt) | -120 | -679 | |
| - Deferred charges and accrued income | -631 | -517 | |
| 2. Cash flow resulting from investment activities | 585 | 211 | |
| Purchase of intangible and other tangible fixed assets | -3 | -78 | |
| Investments in existing properties | -473 | -361 | |
| Receipts from the disposal of investment properties | 1,060 | 650 | |
| 3. Cash flow from financing activities | -4,522 | -3,110 | |
| Loan repayment | -19,000 | 0 | |
| Loan acquisition | 18,000 | 402 | |
| Costs for capital increase | -24 | -62 | |
| Dividends paid | -3,498 | -3,449 | |
| Transaction fees paid | 0 | 0 | |
| CASH AND CASH EQUIVALENTS CLOSING BALANCE | 721 | 1,650 |
| FIGURES IN THOUSANDS OF EUR | Capital | Cost of capital increase |
Issue premiums Reserves |
Net result of the financial year |
Minority interests |
Equity | |
|---|---|---|---|---|---|---|---|
| BALANCE SHEET ON 31 DECEMBER 2021 | 7,347 | -393 | 151,948 | -44,904 | 2,327 | - | 116,326 |
| Appropriation of result 2021 | 236 | - | 2,143 | -3,549 | -2,327 | - | -3,498 |
| Transfer of portfolio result to reserves | -4,870 | 4,870 | - | ||||
| Transfer of operating result to reserves | -135 | 135 | - | ||||
| Transfer of changes in Fair Value of financial instruments | 862 | -862 | - | ||||
| Transfer of share of profit of associates and joint ventures |
593 | -593 | |||||
| Dividend for financial year 2021 | 236 | 2,143 | -5,877 | -3,498 | |||
| Net result 2022 | 4,126 | 4,126 | |||||
| Other elements recognized in the comprehensive result | |||||||
| Costs capital increase (CP 8) | -24 | -24 | |||||
| BALANCE SHEET ON 30 JUNE 2022 | 7,583 | -417 | 154,091 | -48,453 | 4,126 | - | 116,930 |
| FIGURES IN THOUSANDS OF EUR | Capital | Cost of capital increase |
Issue premiums Reserves |
Net result of the financial year |
Minority interests |
Equity | |
|---|---|---|---|---|---|---|---|
| BALANCE SHEET ON 31 DECEMBER 2020 | 7,153 | -331 | 149,867 | -33,870 | -5,314 | - | 117,506 |
| Appropriation of result 2020 | 194 | - | 2,081 | -11,036 | 5,314 | - | -3,448 |
| Transfer of portfolio result to reserves | -12,964 | 12,964 | - | ||||
| Transfer of operating result to reserves | 1,586 | -1,586 | - | ||||
| Transfer of changes in Fair Value of financial instruments | 342 | -342 | - | ||||
| Dividend for financial year 2020 | 194 | 2,081 | -5,723 | -3,448 | |||
| Net result 2021 | -2,525 | -2,525 | |||||
| Other elements recognized in the comprehensive result | |||||||
| Costs capital increase (CP 7) | -62 | -62 | |||||
| BALANCE SHEET ON 30 JUNE 2021 | 7,347 | -393 | 151,948 | -44,905 | -2,525 | - | 111,471 |
| FIGURES IN THOUSANDS OF EUR | Legal reserve | Reserve for the balance of changes in Fair Value of properties |
hedge accounting as defined in IFRS Reserve for the balance of changes instruments which are subject to a in Fair Value of authorized hedge |
instruments which are not subject to a hedge accounting as defined in IFRS Reserve for the balance of changes in Fair Value of authorized hedge |
Available reserve: reserve for foreseeable losses |
Unavailable reserve: reserve for the share of profit of associated companies and joint ventures |
from previous financial years Results carried forward |
Total reserves |
|---|---|---|---|---|---|---|---|---|
| BALANCE SHEET ON 31 DECEMBER 2021 | - | -47,689 | - | -1,101 | 14 | - | 3,873 | -44,903 |
| Processing of net result 2021 | -4,870 | 0 | 862 | 0 | 593 | -135 | -3,549 | |
| Transfer of portfolio result to reserves | -4,870 | -4,870 | ||||||
| Transfer reserves of sold properties | 0 | |||||||
| Transfer of operating result to reserves | -135 | -135 | ||||||
| Transfer of changes in Fair Value of financial instruments |
862 | 862 | ||||||
| Transfer of result of joint ventures to reserves | 593 | 593 | ||||||
| Other elements recognized in the comprehensive result | ||||||||
| Other | 0 | |||||||
| BALANCE SHEET ON 30 JUNE 2022 | - | -52,559 | - | - 293 | 14 | 593 | 3,738 | -48,453 |
| NOTE 1. ACCOUNTING POLICIES | 41 |
|---|---|
| NOTE 2. SEGMENT INFORMATION | 41 |
| NOTE 3. PROPERTY AND OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
43 |
| NOTE 4. PORTFOLIO RESULT | 45 |
| NOTE 5. FINANCIAL RESULT | 45 |
| NOTE 6. INVESTMENT PROPERTY | 46 |
| NOTE 7. CAPITAL | 47 |
| NOTE 8. FINANCIAL DEBTS | 48 |
| NOTE 9. FINANCIAL ASSETS AND LIABILITIES | 49 |
| NOTE 10. DEBT RATIO | 50 |
| NOTE 11. SCOPE OF CONSOLIDATION | 52 |
| NOTE 12. OFF BALANCE SHEET RIGHTS AND OBLIGATIONS | 53 |
| NOTE 13. RELATED PARTY TRANSACTIONS RELATED TO THE INCOME STATEMENT |
53 |
| NOTE 14. EVENTS AFTER THE CUT-OFF DATE | 54 |
The financial reporting of Qrf is prepared in accordance with IFRS as approved within the European Union and in accordance with the provisions of the RREC Act.
This interim financial information for the period ended 30 June 2022 has been prepared in accordance with IAS 34, "Interim Financial Reporting". This interim financial report should be read in conjunction with the financial statements for the year ended 31 December 2021. Qrf did not incorporate any new IFRS standards or interpretations into its accounting policies during the first half of 2022 and the accounting policies applied for the preparation of the interim financial statements are identical to those applied for the financial year ended 31 December 2021.
No statutory half-yearly financial report is prepared as at 30 June. The statutory financial statements are only prepared at year-end.
| 30/06/2022 | |||||
|---|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | BELGIUM NETHERLANDS | Non-attributed amounts |
TOTAL | ||
| NET RENTAL INCOME | 5.400 | 723 | 0 | 6.123 | |
| RECOVERY PROPERTY CHARGES | -18 | -49 | 0 | -67 | |
| PROPERTY RESULT | 5,382 | 674 | 0 | 6,056 | |
| PROPERTY CHARGES | -307 | -42 | 0 | -349 | |
| OPERATING PROPERTY RESULT | 5,075 | 632 | 0 | 5,707 | |
| (-) | General company expenses | 0 | 0 | -1,056 | -1,056 |
| (+/-) | Other operating income and charges | 0 | 0 | 0 | 0 |
| OPERATING RESULT BEFORE THE RESULT ON THE PORTFOLIO |
5,075 | 632 | -1,056 | 4,651 | |
| (+/-) | Result on disposals of investment properties | 224 | 0 | 0 | 224 |
| (+/-) | Changes in Fair Value of investment properties | -308 | -725 | 0 | -1,033 |
| OPERATING RESULT | 4,991 | -93 | -1,056 | 3,842 | |
| FINANCIAL RESULT | 0 | 0 | 1,706 | 1,706 | |
| Share of equity accounted investees | -1,511 | 0 | 0 | -1,511 | |
| RESULT BEFORE TAXES | 3,480 | -93 | 650 | 4,037 | |
| TAXES | -5 | 95 | 90 | ||
| NET RESULT | 3,475 | 2 | 650 | 4,126 | |
| MINORITY INTERESTS | 0 | 0 | 0 | 0 | |
| NET RESULT - GROUP SHARE | 3,475 | 2 | 650 | 4,126 |
| 30/06/2022 | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | BELGIUM NETHERLANDS | Non-attributed amounts |
TOTAL | |
| ASSETS | ||||
| Investment properties | 184,190 | 21,350 | 0 | 205,540 |
| Other assets | 25,410 | 0 | 8,245 | 33,655 |
| TOTAL ASSETS | 209,600 | 21,350 | 8,245 | 239,195 |
| LIABILITIES | ||||
| EQUITY | 0 | 0 | 116,930 | 116,930 |
| Group equity | 0 | 0 | 116,930 | 116,930 |
| Minority interests | 0 | 0 | 0 | 0 |
| LIABILITIES | 0 | 0 | 122,264 | 122,264 |
| TOTAL EQUITY AND LIABILITIES | 0 | 0 | 239,195 | 239,195 |
| 30/06/2021 | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | BELGIUM NETHERLANDS | Non-attributed amounts |
TOTAL | |
| NET RENTAL INCOME | ||||
| PROPERTY RESULT | 4,836 | 542 | 0 | 5,378 |
| PROPERTY CHARGES | -233 | -31 | 0 | -264 |
| OPERATING PROPERTY RESULT | 4,603 | 511 | 0 | 5,114 |
| (-) General company expenses |
-47 | -8 | -789 | -844 |
| (+/-) Other operating income and charges |
0 | 0 | 77 | 77 |
| OPERATING RESULT BEFORE THE RESULT ON THE PORTFOLIO |
4,556 | 503 | -712 | 4,347 |
| (+/-) Result on disposals of investment properties |
-183 | 0 | 0 | -183 |
| (+/-) Changes in Fair Value of investment properties (+/-) Other portfolio result |
-4,576 0 |
-1,745 0 |
0 0 |
-6,321 0 |
| OPERATING RESULT | -203 | -1,242 | -712 | -2,157 |
| FINANCIAL RESULT | 0 | 0 | -727 | -727 |
| (+/-) Share of result of associated companies and joint ventures |
0 | 0 | 0 | 0 |
| RESULT BEFORE TAXES | -203 | -1,242 | -1,439 | -2,883 |
| TAXES | 0 | 0 | 358 | 358 |
| NET RESULT | -203 | -1,242 | -1,081 | -2,525 |
| MINORITY INTERESTS | 0 | 0 | 0 | 0 |
| NET RESULT - GROUP SHARE | -203 | -1,242 | -1,081 | -2,525 |
Q rf Half-yea r r epo r t 2022 ◼ 5 C onsolidated condensed financial statements 42
| 30/12/2021 | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | BELGIUM NETHERLANDS | Non-attributed amounts |
TOTAL | |
| ASSETS | ||||
| Investment properties | 186,000 | 22,060 | 0 | 208,060 |
| Other assets | 26,931 | 0 | 4,970 | 31,901 |
| TOTAL ASSETS | 212,931 | 22,060 | 4,970 | 239,961 |
| LIABILITIES | ||||
| EQUITY | 0 | 0 | 116,326 | 116,326 |
| Group equity | 0 | 0 | 116,326 | 116,326 |
| Minority interests | 0 | 0 | 0 | 0 |
| LIABILITIES | 0 | 0 | 123,635 | 123,635 |
| TOTAL EQUITY AND LIABILITIES | 0 | 0 | 239,961 | 239,961 |
The Board of Directors is the decision-making body and the body that measures the performance of the various segments. The Board of Directors looks at the results on a geographical level.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| (+) | I. Rental income | 6,048 | 5,547 |
| - Rent | 6,048 | 5,547 | |
| - Guaranteed income | 0 | 0 | |
| (+) | II. Writeback of leased payments sold and discounted | 0 | 0 |
| (+/-) | III. Rental related expenses | 75 | -89 |
| - Write-downs on trade receivables | -663 | -160 | |
| - Reversals of write-downs on trade receivables | 738 | 71 | |
| NET RENTAL INCOME | 6,123 | 5,458 | |
| (+) | IV. Recovery of property charges | 0 | 0 |
| (+) | V. Recovery of rental charges and taxes normally paid by tenants on let properties | 244 | 184 |
| - Rebilling of rental charges borne by the owner | 55 | 199 | |
| - Rebilling of advance levies and taxies on let properties | 189 | -15 | |
| (-) | VI. Costs payable by the tenants and borne by the owner on the rental damage and refurbishment at end of lease |
0 | 0 |
| (-) | VII. Rental charges and taxes normally paid by tenants on let properties | -311 | -263 |
| - Rental charges borne by the owner | -141 | -199 | |
| - Advance levies and charges on let properties | -170 | -64 | |
| (+/-) | VIII. Other rental related income and expenses | 0 | 0 |
| PROPERTY RESULT | 6,056 | 5,379 |
The increase in the net rental result as per 30 June 2022 compared to 30 June 2021 is mainly due to the increase in rental income, mainly as a result of indexations of lease contracts. Furthermore, as at 30 June 2021, there was still a significant impact from the discounts granted to tenants as a result of the COVID-19 pandemic.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| (-) IX. Technical costs |
-169 | -112 |
| (-) X. Commercial costs |
-33 | -48 |
| (-) XI. Charges and taxes of unlet properties |
-28 | -20 |
| (-) XII. Property management costs |
-118 | -84 |
| PROPERTY CHARGES | -349 | -264 |
| PROPERTY OPERATING RESULT | 5,707 | 5,114 |
| (-) XIV. General company expenses |
-1,056 | -844 |
| (+/-) XV. Other operating income and charges | 0 | 77 |
| OPERATING RESULT BEFORE PORTFOLIO RESULT | 4,651 | 4,347 |
The increase in real estate costs is mainly the result of the increase in Technical costs (+57 KEUR) and in Property Management costs (+84 KEUR). The increase in technical costs is explained by the repairs to buildings and a settlement of historical costs, while the increase in administrative costs is mainly due to the depreciation of the ERP package implemented in 2021.
The increase in General expenses of the company (+214 KEUR) is mainly explained by the reversal of a provision in 2021 (68 KEUR), the increase in personnel costs and temporary staff (+72 KEUR) and extra financial advice (+25 KEUR).
The present value of future Rental Income up to the first expiry date of the leases has the following collection periods
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| OVERVIEW OF THE CONTRACTUAL RENT TO INITIAL MATURITY | ||
| Within a year | 11,967 | 12,030 |
| Between one and two years | 9,803 | 5,567 |
| Between two and three years | 5,420 | 3,078 |
| Between three and four years | 1,971 | 1,119 |
| Between four and five years | 1,542 | 876 |
| More than five years | 14,419 | 21,193 |
| TOTAL | 45,122 | 43,863 |
In Belgium, most Qrf leases are commercial leases for a period of 9 years, in principle cancellable by the lessee at the end of the third and sixth year subject to 6 months' notice before the expiry date.
In the Netherlands, most Qrf leases are commercial leases for a period of 5 years, which may contractually provide an option to renew on the part of the lessee for a period of 5 or 10 years, with an option to terminate on the part of the lessee at the end of the first period, as well as at the end of each subsequent period.
In order to guarantee compliance with the obligations imposed on the tenant by the agreement, the tenant, both in Belgium and in the Netherlands, must in principle provide a rental guarantee, usually in the form of a bank guarantee worth three to six months' rent.
Rents are usually paid monthly (sometimes quarterly) in advance and are usually indexed annually on the due date. Taxes and fees (including property tax) and common costs are in principle borne by the tenant.
At the start of the agreement, an inventory of premises is drawn up between the parties by an independent expert. At the end of the agreement, the tenant must return the rented premises in the condition described in the inventory upon entry, subject to normal wear and tear. The tenant may not transfer the lease agreement or sublet the premises in whole or in part without the prior written consent of the lessor. The tenant is obliged to register the agreement at his expense.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| (+/-) XVI. Result on disposals of investment properties | 224 | -183 |
| - Net sales of properties (selling price - transaction costs) | 2,184 | 637 |
| - Asset value of the sold properties | -1,960 | -820 |
| (+/-) XVII. Result on disposals of other non-financial assets | 0 | |
| (+/-) XVIII. Changes in Fair Value of investment properties | -1,033 | -6,321 |
| - Positive changes in Fair Value of investment properties | 1,350 | 960 |
| - Negative changes in Fair Value of investment properties | -2,383 | -7,281 |
| (+/-) XIX. Other portfolio result | 0 | 0 |
| PORTFOLIO RESULT | -809 | -6,504 |
The variations in the Fair Value of investment properties are the result, on the one hand, of the variations resulting from the independent valuation by the property expert (-560 KEUR), and on the other hand, from the downward revaluation of Capex (-473 KEUR). The variations can be split geographically between those in Belgium (-308 KEUR) and those in the Netherlands (-725 KEUR).
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| (+) XX. Financial income |
5 | 6 |
| - Compensation for damages | 5 | 6 |
| (-) XXI. Net interest charges |
-845 | -1,038 |
| - Nominal interest charges on loans | -613 | -740 |
| - Costs of permitted hedging instruments | -232 | -298 |
| - Other interest charges | 0 | 0 |
| (-) XXII. Other financial charges |
-110 | -39 |
| - Bank charges and other commissions | -110 | -39 |
| (+/-) XXIII. Changes in Fair Value of financial assets and liabilities | 2,655 | 339 |
| - Authorized hedging instruments subject to hedge accounting as defined IFRS | 0 | 0 |
| - Authorized hedging instruments that are not subject to hedge accounting as defined in IFRS | 2,655 | 339 |
| FINANCIAL RESULT | 1,706 | -732 |
Qrf is exposed to possible increases in its financial costs that may be caused by a rise in interest rates. In order to limit this risk, Qrf has partly converted the floating interest rates into fixed interest rates by means of Interest Rate Swaps. The maturity of these financial instruments is aligned with the maturity of Qrf's loans. If interest rates fall sharply in the long term, the market value of these Interest Rate Swaps can become strongly negative.
The derivatives currently used by Qrf no longer qualify as cash flow hedges. The changes in the Fair Value of the derivatives that do not qualify as cash flow hedges are immediately recognised in the result.
The financing cost for the first half of 2022 was 1.53% including credit margins and the cost of hedging instruments. As at 30 June 2022, 83.19% of the debt drawn down had a fixed interest rate, including by using Interest Rate Swaps as hedging instruments.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| INVESTMENT TABLE | ||
| Balance at the beginning of the financial year | 208,060 | 208,430 |
| Acquisition by purchase or contribution of investment companies | 0 | 9,000 |
| Other elements recognized in the result | 0 | -586 |
| Book value of sold investment properties | 0 | -1,570 |
| Transfer to assets held for sale | -1,960 | -1,060 |
| Capitalized expenditures (Capex) | 473 | 513 |
| Change in Fair Value of investment properties | -1,033 | -6,667 |
| Balance at end of period | 205,540 | 208,060 |
During the first half of the year, Qrf concluded a binding sales agreement for two Non-Core properties. The book value of these properties (Graaf van Egmontstraat 10, Mechelen and Nederstraat 43,45, Oudenaarde) was transferred to the Assets held for sale.
| FIGURES IN THOUSANDS OF EUR | Capital movement |
Total outstanding capital |
Issue premiums |
Costs of capital increase |
Number of shares issued |
Total number of shares |
|
|---|---|---|---|---|---|---|---|
| CAPITAL | |||||||
| Date | Transaction | ||||||
| 03/09/2013 Establishment 27/11/2013 Split existing shares (1 against 2) |
62 0 |
62 62 |
1,230 1,230 |
1,230 2,460 |
|||
| 27/11/2013 Cash deposit | 1,139 | 1,200 | 45,540 | 48,000 | |||
| 18/12/2013 Input Lowlands | 5,243 | 6,443 | 209,711 | 257,711 | |||
| 18/12/2013 IPO and first listing on Euronext Brussels | 75,380 | 81,823 | 3,015,200 | 3,272,911 | |||
| 18/12/2013 Capital reduction to cover future losses | -5,734 | 76,089 | 0 | 3,272,911 | |||
| BALANCE SHEET ON 30 DECEMBER 2013 | 76,089 | 3,272,911 | |||||
| BALANCE SHEET ON 30 DECEMBER 2014 | 76,089 | 3,272,911 | |||||
| Date | Transaction | ||||||
| 24/06/2015 Capital increase contribution in kind | 4,490 | 80,579 | 238 | -20 | 193,097 | 3,466,008 | |
| 08/12/2015 Capital increase contribution in kind | 14,733 | 95,312 | 608 | -8 | 633,680 | 4,099,688 | |
| 09/12/2015 Contribution company TT Center plus | 8,913 | 104,225 | 37 | -5 | 383,363 | 4,483,051 | |
| BALANCE SHEET ON 30 DECEMBER 2015 | 104,225 | 883 | -32 | 4,483,051 | |||
| Date | Transaction | ||||||
| 01/01/2016 Capital increase contribution in kind | |||||||
| (relating to financial year 2015) | 104,225 | -23 | 4,483,051 | ||||
| 30/06/2016 Capital increase contribution in kind 21/12/2016 Capital increase contribution in kind |
7,567 7,470 |
111,792 119,262 |
371 206 |
-27 -28 |
325,466 321,285 |
4,808,517 5,129,802 |
|
| BALANCE SHEET ON 30 DECEMBER 2016 | 119,262 | 1,459 | -111 | 5,129,802 | |||
| Date | Transaction | ||||||
| 01/01/2017 Capital increase contribution in kind | |||||||
| (relating to financial year 2016) | 119,262 | -14 | 5,129,802 | ||||
| 25/09/2017 Capital increase contribution in kind | 12,462 | 131,724 | 38 | -27 | 536,020 | 5,665,822 | |
| BALANCE SHEET ON 31 DECEMBER 2017 | 131,724 | 1,496 | -152 | 5,665,822 | |||
| BALANCE SHEET ON 31 DECEMBER 2018 | 131,724 | 1,496 | -152 | 5,665,822 | |||
| Date | Transaction | ||||||
| 09/01/2019 Capital reduction due to change in fractional value per share |
-126,058 | 5,666 | 126,058 | 5,665,822 | |||
| 29/01/2019 Capital increase by contribution in kind | 1,488 | 7,153 | 22,313 | -179 | 1,487,500 | 7,153,322 | |
| BALANCE SHEET ON 31 DECEMBER 2019 | 7,153 | 149,867 | -331 | 7,153,322 | |||
| BALANCE SHEET ON 31 DECEMBER 2020 | 7,153 | 149,867 | -331 | 7,153,322 | |||
| Date | Transaction | ||||||
| 11/06/2021 Capital increase through optional dividend coupon 7 |
193 | 7,347 | 2,080 | -62 | 193,354 | 7,346,676 | |
| BALANCE SHEET ON 31 DECEMBER 2021 | 7,347 | 151,948 | -393 | 7,346,676 | |||
| Date | Transaction | ||||||
| 10/06/2022 Capital increase through optional dividend coupon8 |
236 | 7,583 | 2,143 | -24 | 236,061 | 7,582,737 | |
| BALANCE SHEET ON 31 JUNE 2022 | 7,583 | 154,091 | -417 | 7,582,737 |
No capital operations took place in the financial years 2014, 2018 and 2020.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| FINANCIAL DEBTS | ||
| I. B. Non-current financial debts | 98,949 | 70,930 |
| - Credit institutions | 99,000 | 71,000 |
| - Cost of borrowings | -51 | -70 |
| II. B. Current financial debts | 20,000 | 49,000 |
| - Credit institutions | 20,000 | 49,000 |
| - Cost of borrowings | 0 | 0 |
| TOTAL | 118,949 | 119,930 |
| FIGURES IN THOUSANDS OF EUR BREAKDOWN BY MATURITY OF NON-CURRENT FINANCIAL DEBTS |
30/06/2022 | 31/12/2021 |
| Between one and two years | 47,000 | 29,000 |
| Between two and five years | 52,000 | 42,000 |
| More than five years | 0 | 0 |
| TOTAL | 99,000 | 71,000 |
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
| UNDRAWN CREDIT LINES | ||
| Payable within one year | 10,000 | 12,000 |
| Payable after one year | 40,000 | 58,000 |
| TOTAL | 50,000 | 70,000 |
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
| ESTIMATED FUTURE INTEREST CHARGES ON BORROWINGS | ||
| Within one year | 1,472 | 1,294 |
| Between one and five years | 2,566 | 2,960 |
| More than five years | 0 | 0 |
| TOTAL | 4,038 | 4,254 |
The estimation of future interest expenses takes into account the financial debts recorded as at 30 June 2022, interest coverage in accordance with the current contracts and applicable margin over the fixed interest rate.
| Note 9. FINANCIAL ASSET | S AND LIABILITIES | |||
|---|---|---|---|---|
| -- | ------------------------- | -- | ------------------- | -- |
| 30/06/2022 | 30/06/2022 | |||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF E UR |
Category | Asset value | Fair Value | Level |
| STATEMENT OF FINANCIAL ASSETS AND LIABILITIES |
||||
| ASSETS | ||||
| Financial fixed assets | A | 1,933 | 1,933 | Level 2 |
| Current financial assets | ||||
| Receivables > 1 year towards associated companies and | ||||
| joint ventures | B | 1,373 | 1,373 | Niveau 2 |
| Trade receivables | B | 1,349 | 1,349 | Level 2 |
| Tax receivables and other current assets | B | 331 | 331 | Level 2 |
| Cash and cash equivalents | C | 721 | 721 | Level 1 |
| TOT AL FINANCIAL ASSETS |
4,333 | 4,333 | ||
| LIABILITIES | ||||
| Non-current financial liabilities | ||||
| Non-current financial debts | B | 98,949 | 98,949 | Level 2 |
| Other non-current financial liabilities | ||||
| Other non-current financial liabilities | A | 76 | 76 | Level 2 |
| Current financial liabilities | ||||
| Trade debts and other current debts | B | 1,099 | 1,099 | Level 2 |
| Other current liabilities | B | 65 | 65 | Level 2 |
| Current financial debts | B | 20,000 | 20,000 | Level 2 |
| TOT AL FINANCIAL LIABILITIES |
120,189 | 120,189 |
| 31/12/2021 | 31/12/2021 | |||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF E UR |
Category | Asset value | Fair Value | Level |
| STATEMENT OF FINANCIAL ASSETS AND LIABILITIES |
||||
| ASSETS | ||||
| Financial fixed assets | A | 10 | 10 | Level 2 |
| Current financial assets | ||||
| Receivables > 1 year towards associated companies and | ||||
| joint ventures | B | 1.373 | 1.373 | Niveau 2 |
| Trade receivables | B | 1,116 | 1,116 | Level 2 |
| Tax receivables and other current assets | B | 418 | 418 | Level 2 |
| Cash and cash equivalents | C | 883 | 883 | Level 1 |
| TOT AL FINANCIAL ASSETS |
2,426 | 2,426 | ||
| LIABILITIES | ||||
| Non-current financial liabilities | ||||
| Non-current financial debts | B | 70,930 | 70,930 | Level 2 |
| Other non-current financial liabilities | ||||
| Other non-current financial liabilities | A | 831 | 831 | Level 2 |
| Current financial liabilities | ||||
| Trade debts and other current debts | B | 457 | 457 | Level 2 |
| Other current liabilities | B | 185 | 185 | Level 2 |
| Current financial debts | B | 49,000 | 49,000 | Level 2 |
| TOT AL FINANCIAL LIABILITIES |
121,403 | 121,403 |
The categories correspond to the following financial instruments:
A. Assets or liabilities held at Fair Value (hedging instruments).
B. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost.
C. Investments held to maturity at amortised cost.
All the Group's financial instruments correspond to levels 1 and 2 of the Fair Value hierarchy. The valuation at Fair Value is done on a regular basis.
Level 1 in the Fair Value hierarchy holds cash and cash equivalents.
Level 2 in the hierarchy of fair values concerns other financial assets and liabilities for which the Fair Value is based on other information that can be determined, directly or indirectly, for the assets or liabilities in question. The valuation techniques concerning the Fair Value of the financial instruments of level 2 are as follows:
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Liabilities | 122,264 | 123,635 |
| - Adjustments | -2,151 | -2,963 |
| Debt burden pursuant to Article 13 of the RREC Royal Decree | 120,113 | 120,672 |
| Total assets | 239,195 | 239,961 |
| Debt ratio | 50.22% | 50.29% |
The debt burden, as referred to in Art. 13 of the RREC-RD, amounts to 120.11 MEUR on 30 June 2022. The debt ratio on 30 June 2022 is 50.22%.
The Debt Ratio is calculated as the ratio of the debt burden (i.e. liabilities excluding provisions, accruals and other long term/short term financial liabilities, such as mainly the negative changes in the Fair Value of the hedging instruments) to the total assets.
Qrf must permanently comply with the financial ratios as imposed by the RREC Law. Unless it is the result of a variation in the Fair Value of the assets, the Debt Ratio of a Qrf may not exceed 65% of the assets, less the permitted hedging instruments, in accordance with Article 45 of the RREC Law. If Qrf's Debt Ratio were to exceed 50%, it must take a number of steps, including preparing a financial plan in which it describes the measures that will be taken to prevent the Debt Ratio from rising above 65%. The annual financial costs associated with the indebtedness of a RREC and its subsidiaries may not exceed 80% of Qrf's consolidated net operating result at any time. In addition, in certain financing agreements with financial institutions, a covenant has been agreed that Qrf's Debt Ratio may not exceed 60%.
The Debt ratio is 50.22% on 30 June 2022. Pursuant to Article 24 of the RREC-RD, the public RREC must draw up a financial plan with an implementation schedule when its consolidated Debt ratio exceeds 50% of the consolidated assets. The financial plan shall describe the measures that will be taken in order to prevent the consolidated Debt Ratio from exceeding 65% of the consolidated assets. The financial plan shall be the subject of a special report by the Statutory Auditor certifying that he has checked the manner in which it was drawn up, in particular with regard to its economic bases, and that the figures it contains are in agreement with those of the accounts of the public RREC. The general guidelines of the financial plan shall be included in the annual and half-yearly financial reports. The annual and half-yearly financial reports shall describe and justify how the financial plan has been implemented over the relevant period and how the public RREC will implement it in the future.
Qrf's Debt Ratio as at 30 June 2022 was 50.22% and thus exceeded the 50% threshold. At the end of the 2019, 2020 and 2021 financial years, the Debt Ratio was 48.73%, 48.79% and 50.29% respectively.
The following assumptions are taken into account when preparing the projection of the Debt ratio as at 30 June 2022:
The changes in the portfolio have been taken into account in the calculation of the short-term debt ratio, taking into account the already planned (dis)investments. After the balance sheet date, the sales will be finalised for a net income of 2.18 MEUR for the two properties included in Assets held for sale (Mechelen, Graaf van Egmontstraat and Oudenaarde, Nederstraat). These properties were already held at June 30 at the same value under Assets held for sale, i.e. no capital gain or loss was factored into this financial plan;
The profit reserve takes into account the expected profit for the second half of 2022 and the first half of 2023 and the dividend payment (incl. estimate of subscription of optional dividend) for the financial year 2022. For the estimate of the dividend option, the same percentage was used as the actual subscription for the dividend option for the 2021 financial year (57.8%).
Taking these assumptions into account, the Debt Ratio on 30 June 2023 would be 48.18%.
The Board of Directors aims for a maximum debt ratio of 55% in the long term and considers this optimal for the shareholders of the RREC in terms of return and EPRA result per share. For each investment, the impact on the Debt Ratio is examined and possibly not retained if this investment would negatively influence the Debt Ratio. Based on the current Debt ratio of 50.22%, Qrf has an investment potential of 56.50 MEUR without exceeding a Debt ratio of 60% and an investment potential of 98.00 MEUR without exceeding a Debt ratio of 65%.
Qrf is therefore of the opinion that the Debt Ratio will not exceed 65% and that no additional measures need to be taken at present in function of the prevailing economic and real estate trends, the planned investments and the expected evolution of the equity of the RREC. Should certain events require an adjustment of the policy of the RREC, this will be done without delay and the shareholders of the RREC will be informed in the periodic reporting of the RREC.
As of 30 June 2022, the consolidation perimeter consists of Qrf and its Perimeter Companies:
Except for Ardeno BV, Pelican BV and Bond 58 BV, which are accounted for using the equity method, the other companies are fully consolidated.
Qrf has several debt collection procedures running, which may have a limited impact on the figures. In addition, Qrf is involved in a number of legal proceedings. These disputes include disagreements in the context of a rent renewal application to which the tenant is entitled in accordance with Article 13 of the Commercial Tenancy Act, the collection of rent arrears and the declaration of claims following the bankruptcy of some former tenants.
No rental guarantees have been issued to Qrf during 2022.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | |||
|---|---|---|---|---|
| TRANSACTIONS WITH RELATED PARTIES | ||||
| Single Director | Executive management |
Board of Directors and committees |
Joint Ventures |
|
| ASSETS | ||||
| Participation in affiliated undertakings - Ardeno | 14,434 | |||
| Participation in affiliated undertakings - Pelican | 5,246 | |||
| Participation in affiliated undertakings - Bond 58 | 4,357 | |||
| Long-term receivables - Ardeno | 903 | |||
| Long-term receivables - Pelican | 470 | |||
| Interest receivable - Ardeno | 21 | |||
| Interest receivable - Pelican | 9 | |||
| LIABILITIES | ||||
| Invoices to be received | 241 | |||
| REVENUE | ||||
| Interest from loans - Ardeno | 9 | |||
| Interest from loans - Pelican | 5 | |||
| COSTS | ||||
| Fees Executive management | ||||
| - Fixed fee (Short term) | 232 | |||
| - Variable remuneration (Short term) | 53 | |||
| - Post-employment benefits | 0 | |||
| - Other long-term employee benefits | 0 | |||
| - Severance payments | 0 | |||
| - Share-based payments | 0 | |||
| Compensation Single Director | 103 | |||
| Operating expenses Single Director | 25 | |||
| Remuneration of the Board of Directors and committees | 38 |
| FIGURES IN THOUSANDS OF EUR | 31/12/2021 | |||
|---|---|---|---|---|
| TRANSACTIONS WITH RELATED PARTIES | ||||
| Single Director | Executive management |
Board of Directors and committees |
Joint Ventures |
|
| ASSETS | ||||
| Participation in affiliated undertakings - Ardeno | 13,622 | |||
| Participation in affiliated undertakings - Pelican | 7,051 | |||
| Participation in affiliated undertakings - Bond 58 | 4,874 | |||
| Long-term receivables - Ardeno | 903 | |||
| Long-term receivables -Pelican | 470 | |||
| Interest receivable - Ardeno | 12 | |||
| Interest receivable - Pelican | 4 | |||
| LIABILITIES | ||||
| Invoices to be received | 187 |
| FIGURES IN THOUSANDS OF EUR | 30/06/2021 | |||
|---|---|---|---|---|
| TRANSACTIONS WITH RELATED PARTIES | ||||
| Single Director | Executive management |
Board of Directors and committees |
Joint Ventures |
|
| REVENUE | ||||
| Interest from loans - Ardeno | 4 | |||
| Interest from loans - Pelican | 1 | |||
| COSTS | ||||
| Fees Executive management | ||||
| - Fixed fee (Short term) | 223 | |||
| - Variable remuneration (Short term) | 64 | |||
| - Post-employment benefits | 0 | |||
| - Other long-term employee benefits | 0 | |||
| - Severance payments | 0 | |||
| - Share-based payments | 0 | |||
| Compensation Single Director | 136 | |||
| Operating expenses Single Director | 4 | |||
| Remuneration of the Board of Directors and committees | 38 |
The decrease in total Participations in associated companies compared to 31 December 2021 (-1,511 KEUR) is recognised as the Result in the share of associated companies and joint ventures. The joint venture projects are subject to the rising cost of construction materials, which had an impact on the valuation as at 30 June 2022. For both projects, however, Qrf is convinced that it will meet the internal return expectations thanks to the quality of the projects at the time of sale.
There were no events after the balance sheet date with a significant impact on the interim report.
Verslag van de commissaris aan de raad van bestuur van QRF NV omtrent de beoordeling van de tussentijdse verkorte geconsolideerde financiële informatie over de periode van 6 maanden afgesloten op 30 juni 2022
Wij hebben de beoordeling uitgevoerd van de bijgevoegde verkorte geconsolideerde balans van QRF NV per 30 juni 2022, alsmede van de verkorte geconsolideerde winst- en verliesrekening, het overzicht van het globaal resultaat, de verkorte geconsolideerde staat van de bewegingen in het eigen vermogen en het verkorte geconsolideerde kasstroomoverzicht over de periode van 6 maanden die op die datum is beëindigd, evenals van de toelichtingen ("de tussentijdse verkorte geconsolideerde financiële informatie"). De raad van bestuur is verantwoordelijk voor het opstellen en het weergeven van de tussentijdse verkorte geconsolideerde financiële informatie in overeenstemming met IAS 34 "Tussentijdse Financiële Verslaggeving" zoals goedgekeurd door de Europese Unie. Het is onze verantwoordelijkheid een conclusie te formuleren bij de tussentijdse verkorte geconsolideerde financiële informatie op basis van onze beoordeling.
We hebben onze beoordeling uitgevoerd overeenkomstig ISRE 2410, "Beoordeling van tussentijdse financiële informatie, uitgevoerd door de onafhankelijke auditor van de entiteit". Een beoordeling van tussentijdse financiële informatie bestaat uit het vragen van inlichtingen, hoofdzakelijk aan financiële en boekhoudkundige verantwoordelijken, en het uitvoeren van cijferanalyses en andere beoordelingsprocedures. De reikwijdte van een beoordeling is aanzienlijk geringer dan die van een controle uitgevoerd in overeenstemming met de Internationale Controlestandaarden (ISA). Om die reden stelt de beoordeling ons niet in staat de zekerheid te verkrijgen dat wij kennis hebben van alle aangelegenheden van materieel belang die naar aanleiding van een controle mogelijk worden geïdentificeerd. Bijgevolg brengen wij dan ook geen controle-oordeel tot uitdrukking.
KPMG Bedrijfsrevisoren – KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Document Classification: KPMG Public
Zetel: Luchthaven Brussel Nationaal 1K B-1930 Zaventem
KPMG Bedrijfsrevisoren – KPMG Réviseurs d'Entreprises BV/SRL Ondernemingsnummer 0419.122.548 BTW BE 0419.122.548 RPR Brussel IBAN : BE 95 0018 4771 0358 BIC : GEBABEBB
Verslag van de commissaris aan de raad van bestuur van QRF NV omtrent de beoordeling van de tussentijdse verkorte geconsolideerde financiële informatie over de periode van 6 maanden afgesloten op 30 juni 2022
Op basis van onze beoordeling is niets onder onze aandacht gekomen dat ons er toe aanzet van mening te zijn dat de bijgevoegde tussentijdse verkorte geconsolideerde financiële informatie over de periode van 6 maanden afgesloten op 30 juni 2022 niet in alle van materieel belang zijnde opzichten is opgesteld in overeenstemming met IAS 34 "Tussentijdse Financiële Verslaggeving" zoals goedgekeurd door de Europese Unie.
Antwerpen, 27 juli 2022
KPMG Bedrijfsrevisoren Commissaris vertegenwoordigd door
Filip De Bock Bedrijfsrevisor
Document Classification: KPMG Public 2
| 6.1 | EPRA - KEY PERFORMANCE INDICATORS | 59 |
|---|---|---|
| 6.1.1 EPRA resultaat |
60 | |
| 6.1.2 EPRA NAV | 60 | |
| 6.1.3 EPRA NNNAV | 61 | |
| 6.1.4 EPRA NIY en EPRA topped-up NIY |
61 | |
| 6.1.5 EPRA vacancy rate | 62 | |
| 6.1.6 EPRA cost ratio |
62 | |
| 6.1.7 EPRA Capex |
63 | |
| 6.2 | APM - ALTERNATIVE PERFORMANCE MEASURES | 64 |
| 6.2.1 Average cost of finance | 64 | |
| 6.2.2 Operating margin | 64 |
EPRA, the European Public Real Estate Association, is a non-profit organisation that represents listed real estate companies in Europe. EPRA represents 450 billion real estate assets. EPRA publishes recommendations for the determination of key performance indicators for listed real estate companies. The publication of this data is not required by the regulations on public RRECs.
These figures were not audited by the Statutory Auditor.
| TABLE EPRA - INDICATORS | EPRA DEFINITIONS | 30/06/2022 | 31/12/2021 | ||
|---|---|---|---|---|---|
| 1 | EPRA earnings | Result from operating activities | (EUR/share) | 3,677 | 3,2341 |
| 2 | EPRA NTA | The net asset value in a business model with long-term investment properties. |
(EUR/share) | 14.97 | 15.83 |
| EPRA NDV | The net asset value in the scenario of a sale of the assets of the company. |
(EUR/share) | 15.42 | 15.83 | |
| EPRA NRV | The net asset value that would be required to reconstitute the company. |
(EUR/share) | 15.85 | 16.77 | |
| 3 | EPRA NNNAV | The EPRA Net Asset Value, adjusted to include the Fair Value of financial instruments, debt and deferred taxes. |
(EUR/share) | 15.41 | 15.83 |
| 4 | EPRA NIY | Annualized gross rental income, based on cash rents at the balance sheet date, excluding non-recoverable property expenses, divided by the market value of the property, including estimated acquisition costs. |
5.3% | 5.3% | |
| EPRA "topped-up" NIY | The EPRA NIY, adjusted to take into account the expiry of rent-free periods (or other non-lapsed allowances such as rent-free periods and stepped rents). |
5.3% | 5.4% | ||
| 5 | EPRA vacancy rate | The Estimated Rental Value of vacant spaces, divided by the estimated rental value of the entire portfolio. |
6.1% | 6.8% | |
| 6 | EPRA cost ratio (including direct vacancy costs) |
Administrative and operational costs (including direct vacancy costs) divided by gross rental income. |
22.9% | 21.3% | |
| EPRA cost ratio (excluding direct vacancy costs) |
Administrative and operational costs (excluding direct vacancy costs) divided by gross rental income. |
22.4% | 20.9% | ||
| 7 | EPRA CAPEX | Overview of the CAPEX of the Group and the JV's | 2,416 | 11,883 |
1 EPRA Result as at 30 June 2021
Definition: Net income (Group share) mainly excluding portfolio result and the changes in Fair Value of non-effective interest rate hedges. This term is used in accordance with the EPRA Best Practices Recommendations.
Objective: This APM measures the underlying operational performance of the company.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| IFRS result (shareholders of the real group) | 4,126 | -2,526 | |
| (i) | Changes in the value of investment property | 809 | 6,321 |
| (ii) | Result in share of associates and joint ventures | 1,511 | 0 |
| (iii) | Profit or loss on disposal of investment property | 0 | 183 |
| (iv) | Changes in the Fair Value of Financial Instruments | -2,655 | -344 |
| (v) | Deferred tax in respect of EPRA amendments | -115 | -400 |
| EPRA result | 3,677 | 3,234 | |
| Weighted average number of shares | 7,371,594 | 7,173,619 | |
| EPRA result per share (in EUR) | 0.50 | 0.45 |
Net Asset Value according to EPRA Best Practices Recommendations.
Objective: This APM shows the Net Asset Value of the company under different scenarios.
| 30/06/2022 | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | EPRA NRV | EPRA NTA | EPRA NDV | |
| IFRS NAV | 116,930 | 116,930 | 116,930 | |
| IFRS NAV/share (in EUR) | 15.42 | 15.42 | 15.42 | |
| Diluted NAV at Fair Value | 116,930 | 116,930 | 116,930 | |
| Exclude: | ||||
| (v) | Deferred taxes related to the revaluation of investment properties | -1,424 | -1,424 | |
| (vi) | Fair Value of financial Instruments | -1,924 | -1,924 | |
| (vii.b) | Intangible assets according to the IFRS balance sheet | -49 | ||
| Subtotal | 113,583 | 113,533 | 116,930 | |
| Includes: | ||||
| (xi) | Real estate transfer tax | 6,625 | ||
| NAV | 120,208 | 113,533 | 116,930 | |
| Number of shares | 7,582,737 | 7,582,737 | 7,582,737 | |
| NAV/share (in EUR) | 15.85 | 14.97 | 15.42 |
| FIGURES IN THOUSANDS OF EUR | EPRA NRV | EPRA NTA | EPRA NDV | |
|---|---|---|---|---|
| IFRS NAV | 116,326 | 116,326 | 116,326 | |
| IFRS NAV/share (in EUR) | 15.83 | 15.83 | 15.83 | |
| Diluted NAV at Fair Value | 116,326 | 116,326 | 116,326 | |
| Exclude: | ||||
| (v) | Deferred taxes related to the revaluation of investment properties | -682 | -682 | |
| (vi) | Fair Value of financial Instruments | 732 | 732 | |
| (vii.b) | Intangible assets according to the IFRS balance sheet | -64 | ||
| Subtotal | 116,375 | 116,311 | 116,326 | |
| Includes: | ||||
| (xi) | Real estate transfer tax | 6857 | ||
| NAV | 123,232 | 116,311 | 116,326 | |
| Number of shares | 7,346,676 | 7,346,676 | 7,346,676 | |
| NAV/share (in EUR) | 16.77 | 15.83 | 15.83 |
Definition: EPRA NAV adjusted to Fair Value values of financial instruments, debt and deferred taxes.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| EPRA NAV | 113,533 | 116,376 | |
| (i) | Fair Value of financial instruments | 1,924 | -732 |
| (ii) | Fair Value revaluations of fixed rate financings | 0 | 0 |
| (iii) | Deferred taxes | 1,424 | 682 |
| Minority interests relating to deferred tax | 0 | 0 | |
| EPRA NNNAV | 116,881 | 116,326 | |
| Number of shares | |||
| 7,582,737 | 7,346,676 | ||
| EPRA NNNAV per share (in EUR) | 15.41 | 15.83 |
Objective: This APM measures the underlying operating results of the company, excluding the result arising from fluctuations in the value of assets or liabilities and capital gains or losses realised on the disposal of investment properties.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Investment property | 205,540 | 208,060 |
| Assets held for sale | 2,184 | 1,060 |
| Project developments | - | - |
| Estimated transaction costs for the hypothetical disposal of investment properties | 5,637 | 5,637 |
| Investment value of the property portfolio available for lease | 213,361 | 214,757 |
| Annualized gross rental income | 12,096 | 12,002 |
| Property costs | -698 | -653 |
| Annualized net rental income | 11,398 | 11,350 |
| Notional amount at expiry of rent-free period | - | 335 |
| Adjusted annualized net rental income | 11,398 | 11,685 |
| EPRA NIY | 5.3% | 5.3% |
| EPRA topped-up NIY | 5.3% | 5.4% |
Definition: The estimated rental value of vacant spaces divided by the estimated rental value of the entire portfolio.
Objective: A "pure" (%) measure of the property space that is vacant, based on ERV.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Estimated rental value of vacant premises | 685 | 774 |
| Estimated rental value of the entire portfolio | 11,156 | 11,329 |
| EPRA vacancy rate | 6.1% | 6.8% |
Definition: Administrative and operational costs (including direct vacancy costs) divided by gross rental income.
Objective: A key measure of changes in a company's operating costs.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| Including | ||
| (i) Operating expenses (property expenses and overheads) as in the IFRS income statement |
1,405 | 1,108 |
| Other operating income/transactions, intended to cover general expenses, (iv) excluding profit margin |
- | 77 |
| Exclusive (if included in the above) | 1,405 | 1,185 |
| (vi) Depreciation |
-23 | -4 |
| EPRA costs (including direct vacancy costs) | 1,382 | 1,181 |
| (ix) Direct vacancy costs |
-28 | -20 |
| EPRA costs (excluding direct vacancy costs) | 1,354 | 1,162 |
| (x) Gross rental income less rent payable on leased land |
6,048 | 5,547 |
| Gross rental income | 6,048 | 5,547 |
| EPRA cost ratio (including direct vacancy costs) | 22.85% | 21.29% |
| EPRA cost ratio (excluding direct vacancy costs) | 22.39% | 20.94% |
| 30/06/2022 | |||
|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | Group (exc. JV's) |
JV's (proportio nate share) |
Total Group |
| Acquisitions | |||
| Development | 1,943 | 1,943 | |
| Investment properties | |||
| - Incremental lettable space | |||
| - No incremental lettable space | 473 | 473 | |
| - Tenant incentives | |||
| - Other material non-allocated types of expenditure |
|||
| Capitalised interest | |||
| TOTAL CAPEX | 473 | 1,943 | 2,416 |
| Conversion from accrual to cash basis | |||
| TOTAL CAPEX ON CASH BASIS | 473 | 1,943 | 2,416 |
| 31/12/2021 | ||||
|---|---|---|---|---|
| FIGURES IN THOUSANDS OF EUR | Group (exc. JV's) |
JV's (proportio nate share) |
Total Group |
|
| Acquisitions | 9,170 | 9,170 | ||
| Development | 2,200 | 2,200 | ||
| Investment properties | ||||
| - Incremental lettable space | ||||
| - No incremental lettable space | 338 | 338 | ||
| - Tenant incentives | 175 | 175 | ||
| - Other material non-allocated types of expenditure |
||||
| Capitalised interest | ||||
| TOTAL CAPEX | 9,683 | 2,200 | 11,883 | |
| Conversion from accrual to cash basis | ||||
| TOTAL CAPEX ON CASH BASIS | 9,683 | 2,200 | 11,883 |
The European Securities and Markets Authority (ESMA) has issued guidelines applicable from 3 July 2016 for the use and explanation of alternative performance measures.
Alternative performance measures are measures that Qrf uses in the presentation of its results that are not defined by law or by the International Financial Reporting Standards (IFRS).
Below is an overview of the alternative performance measures used in this annual financial report, with their definition, objective and reconciliation.
Definition: This is the average cost of financial debts. It is calculated by dividing the "Net interest cost" on an annual basis by the average amount of outstanding financial debt during the period.
Objective: The Company's activities are partly financed by taking on debt. This APM measures the average financing cost associated with these debts.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| XXI. Net interest cost2 | 915 | 1,038 |
| Average weighted amount of financial debt outstanding during the period | 59,710 | 56,977 |
| Average cost of finance | 1.53% | 1.82% |
Definition: This alternative performance measure measures the operating profitability of the Company as a percentage of the Rental Income and is calculated by dividing the "Operating result before result on portfolio" by the "Net rental result".
Objective: This APM measures the operational profitability of the Company.
| FIGURES IN THOUSANDS OF EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| Operating result before result on portfolio | 4,651 | 4,347 |
| Net rental result | 6,123 | 5,458 |
| Operating margin | 76.0% | 79.6% |
2 Net interest cost excluding amortisation of costs linked to set up of new loans (38.283 EUR in 2021).
| Mechelen |
|---|
| Bruul 15 - Botermarkt 1 |
| Belgium |
This refers to the value of the property at the time of purchase. If transfer costs have been paid, these are included in the Acquisition Value.
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010.
The ratio of gross dividend per share divided by EPRA earnings per share.
The Board of Directors of the Sole Executive.
CEO
Chief Executive Officer.
CFO Chief Financial Officer.
Companies and Associations Code of 23 March 2019, B.S. 4 April 2019 as amended.
The indexed base rents as contractually stipulated in the leases before deduction of gratuities or other benefits granted to the tenants.
The Core Portfolio contains the locations within Qrf's property portfolio that meet various criteria, such as: the attractiveness of the city (demographics, tourism, etc), the positioning within the shopping area and the quality of the property for retailers. In addition, the Core Portfolio contains properties earmarked for redevelopment.
Cushman & Wakefield NV, a limited liability company under Belgian law, with registered office at Kunstlaan 56, 1000 Brussels, Belgium, registered with the Kruispuntbank van Ondernemingen under company number BE 0422.118.165.
The civil company under Dutch law Cushman & Wakefield BV, with registered office at Gustav Mahlerlaan 362, 1082 ME Amsterdam, the Netherlands, registered with the Chamber of Commerce under number KvK 33154480, acting through its Belgian office located at Koningsstraat 97 (fourth floor), 1000 Brussels, Belgium, registered with the Kruispuntbank der Ondernemingen under company number BE 0418.915.383.
The Debt Ratio is calculated as the ratio of the liabilities (excluding provisions, accruals and deferred income and other long/short term financial liabilities, i.e. the negative variations in the Fair Value of the hedging instruments) to the total assets. The calculation method of the debt ratio is in accordance with Article 13, §1, 2°, of the RREC-RD.
Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories.
This is the estimated annualised rental value used by the Property Surveyor in the valuation reports.
The regulated market of Euronext Brussels SA/NV.
The limited liability company under Belgian law Euronext Brussels NV, with registered office at Markiesstraat 1 box 1, 1000 Brussels, registered with the Crossroads Bank of Enterprises under the enterprise number BTW BE 0242.100.122 (RPR Brussels, Clerk of the Dutch Language Court of Commerce Brussels), the Belgian market company that operates Euronext Brussels.
The amount for which a building can be traded between knowledgeable, willing parties in an independent transaction. From the seller's point of view, it should be understood after deduction of transfer taxes or registration fees.
Qrf and its Perimeter Companies.
International Accounting Standards Board.
International Financial Reporting Interpretations Committee.
International Financial Reporting Standards, the accounting standard according to which RRECs are required to report, based on Article 28 of the RREC Act.
Net Asset Value or Net Asset Value per share according to IFRS. This value corresponds to the net value per share as referred to in Article 2, 23° of the RREC Act.
This value is equal to the amount at which a building could be exchanged between well-informed parties, consenting and acting in conditions of normal competition. The market value includes any registration duties and notary fees or VAT (when it concerns a purchase subject to VAT).
The private limited liability company KPMG Bedrijfsrevisoren, with registered offices at Brussels National Airport 1K, 1930 Zaventem, registered with the Crossroads Bank for Enterprises under the enterprise number BTW BE 0419.122.548 (RPR Brussels, Registry of the Brussels Commercial Court).
The market value is the estimated amount for which a property can be sold on the value date by a willing seller to a willing buyer in a market-based transaction, after proper marketing, where the parties have acted knowledgeably, carefully and without coercion.
The Investment Value less the registration duties and notary fees or VAT.
The Non-Core Portfolio contains the sites within Qrf's property portfolio that do not meet the predefined criteria of the Core Portfolio.
The ratio of the Contractual Rents on an annual basis to the Contractual Rents on an annual basis plus the Estimated Rents on an annual basis of the vacant spaces.
The company in which the RREC directly or indirectly holds more than 25% of the shares (including its subsidiaries as defined in Article 6, 2°, of the Belgian Companies Code).
Cushman & Wakefield.
The public limited company under Belgian law Qrf Management NV, with registered office at Oud Vliegveld 12, 8400 Oostende, registered with the Kruispuntbank van Ondernemingen under company number BTW BE 0537.925.079.
The private company with limited liability under Dutch law Qrf Nederland BV, with registered office at Emmalaan 25, 1075 AT, Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 68633181.
The limited liability company under Belgian law Qrf, a public Regulated Real Estate Company under Belgian law, with registered office at Gaston Crommenlaan 8, 9050 Ghent, registered with the Kruispuntbank van Ondernemingen under company number BTW BE 0537.979.024.
The private company with limited liability under Dutch law Quares Property Management BV, with registered office at Emmalaan 25, 1075 AT, Amsterdam, the Netherlands, registered at the Chamber of Commerce with KVK-number 34351584.
The arithmetic sum of the rental income, after rental discounts, actually or contractually invoiced by Qrf, over the period of (part of) a financial year.
Regulated Real Estate Company, which is a company incorporated for an unlimited period and exclusively engaged in an activity consisting of making real estate available to users, either directly or through a company in which it holds a stake, and, where applicable, owning real estate, licensed as such by the FSMA and governed by the TSO Law and the TSO Decree.
Law of 12 May 2014 on regulated real estate companies.
The Royal Decree of 13 July 2014 on regulated real estate companies.
The shares, dematerialised or registered, without nominal value with voting rights that represent the capital and have been issued by Qrf.
Qrf Management NV.
The Statutory Auditor of Qrf, i.e. KPMG Bedrijfsrevisoren represented by Mr Filip De Bock.
The transfer of ownership of a property is, in principle, subject to the collection by the State of transaction fees, which constitute the bulk of the transaction costs. The amount of these duties depends on the method of transfer, the capacity of the purchaser and the geographical location of the property.
Qrf NV Gaston Crommenlaan 8, B 9050 Ghent Tel. +32 (0) 9 296 21 63 [email protected] www.qrf.be
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