AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Vitura

Quarterly Report Jul 30, 2021

1756_ir_2021-07-30_60bcd98e-d99a-46ac-b296-d453922a5932.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

2021 INTERIM FINANCIAL REPORT

SIX-MONTH PERIOD ENDED JUNE 30, 2021

CONTENTS

Page 04

STATEMENT BY THE PERSON RESPONSIBLE FOR THE 2021 INTERIM FINANCIAL REPORT

Page 05

INTERIM ACTIVITY REPORT

Page 09

INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

Page 36

STATUTORY AUDITORS' REPORT

A French société anonyme (joint-stock corporation) with share capital of EUR 60,444,472 Registered office: 42, rue de Bassano, 75008 Paris 422 800 029 RCS Paris SIRET No. 422 800 029 00031

Interim financial report Six-month period ended June 30, 2021

(Article L.451-1-2 III of the French Monetary and Financial Code [Code monétaire et financier], Articles 222-4 et seq. of the General Regulations of the French financial markets authority [Autorité des marchés financiers – AMF])

Interim financial report for the six-month period ended June 30, 2021 prepared in accordance with the provisions of Article L.451-1-2 III of the French Monetary and Financial Code and Articles 222-4 et seq. of the General Regulations of the AMF. This report has been distributed in accordance with the provisions of Article 221-3 of the General Regulations of the AMF. It can also be consulted on the Company's website at www.vitura.com

1. Statement by the person responsible for the 2021 interim financial report

"I certify that, to my knowledge, the complete consolidated financial statements for the six-month period ended June 30, 2021 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position and results of the Company and all companies included in the consolidation scope, and that the attached interim activity report includes a fair review of the material events of the first six months of the year and their impact on the interim financial statements, the principal related-party transactions, as well as a description of the main risks and uncertainties for the remaining six months of the year."

Paris, July 28, 2021

Jérome Anselme, Chief Executive Officer

2. Interim activity report

2.1. BUSINESS REVIEW

In 2020 and in the first half of 2021, the health crisis triggered by the Covid-19 pandemic adversely impacted the French and global economies.

At Vitura, the crisis may have an impact on its long-term performance, the value and liquidity of its assets, the amount of rents received, tenants' credit risk and, in some cases, compliance with bank covenants.

In first-half 2021, the health crisis did not have a significant impact on the Company's business and financial statements. During the period, the Group did not grant tenants any rent reductions or waivers.

2.1.1. RENTAL ACTIVITY

Despite the continued negative impacts of the health crisis in the first few months of 2021, Vitura continued its proactive asset management work.

Crédit Foncier de France will continue to occupy half of the office space in the Rives de Bercy building from July 1, 2021 until December 31, 2022. Thanks to the early termination indemnities due by the tenant, 2021 net rental income will not be impacted by this departure.

The Europlaza tower is set to welcome two new tenants taking up 1,000 sq.m. These leases will come into effect in the second half of 2021.

Canal+ has also given notice and is expected to vacate the 10,000 sq.m occupied in building C at Arcs de Seine as from September 30, 2021.

2.1.2. NET INCOME BY KEY INDICATOR FOR THE PERIOD

In thousands of euros

The portfolio's occupancy rate stood at 87.2% at June 30, 2021, compared with 93.4% at June 30, 2020. Taking into account Crédit Foncier de France's departure, the portfolio's occupancy rate stood at 78.8% at the period-end.

Property occupancy rate

The occupancy rate takes into account premises for which the Company receives rent or rental expenses under a lease agreement.

At June 30, 2021, it stood at 87.2%, compared with 93.4% at June 30, 2020. The occupancy rates for each property are as follows:

June 30, 2021 Europlaza Arcs de Seine Rives de
Bercy
Hanami
campus
Passy
Kennedy
Total
Occupancy
rate
85.0% 75.4% 100.0% 85.5% 100.0% 87.2%

Change in rental income (June 30, 2020 – June 30, 2021)

15,00

25,00

35,00

First-half
2021
First-half
2020
Change Breakdown
Net rental income 30,043 30,061 In first-half 2021, net rental income corresponds to rental income for the period
(EUR 30.1m) and rental expenses rebilled to lessees (EUR 14.5m), less building-related
costs (EUR 14.5m). The year-on-year change in net rental income is mainly due to:
-18
i) a decrease in like-for-like gross rental income (negative EUR 1.4m impact);
ii) a decrease in like-for-like rental expenses rebilled to lessees (negative EUR 0.8m
impact);
iii) an increase in termination indemnities received in 2021 (positive EUR 2m impact).
Administrative costs (7,315) (6,995) -320 Administrative costs comprise administrative expenses, and asset management and
incentive fees.
Other operating
expenses
(148) (6) -142 There were no significant changes in other operating expenses during the period.
Other operating
income
624 Other operating income mainly corresponded to a lump sum in 2020 from the group that
-624
manages the intercompany restaurant service to fund the purchase and renovation of
kitchen equipment (EUR 0.6m).
Change in fair value of
investment property
4,472 (8,377) At EUR 4.5m, this indicator corresponds to a EUR 11.7m increase in the fair value of the
Rives de Bercy, Europlaza and Passy Kennedy properties (primarily thanks to an improved
+12,849
rental situation and the impact of renovation work), offset by a EUR 7.3m decrease in the
fair value of the Arcs de Seine and Hanami properties following an increase in the vacancy
rate.
Net operating income 27,052 15,307 +11,745
Net financial expense (6,214) (6,362) +148 There were no significant changes in this item during the year.
Net income 20,838 8,945 +11,893

2.2. FINANCIAL RESOURCES

STRUCTURE OF NET DEBT AT JUNE 30, 2021

Net debt stood at EUR 728m at June 30, 2021, compared with EUR 705m at December 31, 2020 due to a decline in available cash attributable to a dividend payout of EUR 2 per share in 2021 compared with EUR 0.75 per share in 2020.

PROTHIN

On July 26, 2016, Prothin entered into a credit agreement (the "Prothin Credit Agreement") with Aareal Bank AG, Natixis and Natixis Pfandbriefbank AG for a principal amount of EUR 525m, which enabled it, in particular, to pay back its initial loan and finance certain works and expenditures. The initial due date was set for July 26, 2021. However, the company exercised an optional two-year extension to extend the due date to July 26, 2023.

The Prothin Credit Agreement provides for mandatory early repayment in the event of a change in control of Prothin and/or Vitura. Under the Prothin Credit Agreement, should Prothin make any voluntary or mandatory early repayments of all or part of the outstanding loan, it will not have to pay any early repayment indemnities.

HANAMI RUEIL SCI

In parallel with Vitura's acquisition of K Rueil, on December 15, 2016, Hanami Rueil SCI entered into a credit agreement (the "Hanami Rueil Credit Agreement") with Banque Postale Credit Entreprises and Société Générale for a principal amount of EUR 100m. The due date is December 15, 2021.

The Hanami Rueil Credit Agreement provides for mandatory early repayment in the event of a change in control of Vitura.

Under the Hanami Rueil Credit Agreement, should Hanami Rueil SCI make any voluntary or mandatory early repayments of all or part of the outstanding loan, it will not have to pay any early repayment indemnities.

At the date of publication of this report, negotiations are underway with banks for the refinancing of Hanami Rueil SCI. Given the Group's track record negotiating with credit institutions as well as the collateral associated with these loans, Management expects the negotiations to be successful and does not anticipate a significant impact on the company's liquidity risk.

CGR PROPCO SCI

In parallel to the Passy Kennedy acquisition, on December 5, 2018 (the Date of Signature), CGR Propco SCI entered into a loan agreement with Société Générale (the "CGR Propco SCI Credit Agreement") for a principal amount of EUR 148.5m to finance part of the Passy Kennedy acquisition price and to cover transaction costs and expenses related to the Passy Kennedy building. The initial due date is December 5, 2022 but may be extended at the company's option for a further year.

The CGR Propco SCI Credit Agreement provides for mandatory early repayment in the event of a change in control of CGR Propco SCI and/or Vitura.

Under the CGR Propco SCI Credit Agreement, should CGR Propco SCI make any voluntary early repayments of all or part of the outstanding loan, or in certain cases, mandatory early repayments of all or part of the outstanding loan, CGR Propco SCI will not have to pay, in addition to breakage costs, an early repayment indemnity.

MAIN GUARANTEES GIVEN

The gross nominal amount of loans guaranteed by real security interests (contractual mortgages, lender's liens, mortgage undertakings) amounted to EUR 769m at June 30, 2021 versus EUR 770m at end-2020.

At June 30, 2021, the total amount of secured loans represented 52.6% of the total value of the portfolio, compared to 53% at December 31, 2020. The maximum authorized limits set out in the various credit agreements range from 70% to 75%.

The main guarantees given in the credit agreements are as follows:

  • Real security interests:
  • Over the buildings, lender's liens and/or first-ranking mortgages.
  • Assignments of receivables:

Assignments of receivables to banks under the Dailly Law mechanism.

  • Pledge of shares:

Pledge of the Prothin shares held by Vitura.

Pledge of the Hanami Rueil SCI shares held by Vitura and K Rueil.

Pledge of the CGR Propco SCI shares held by Vitura and CGR Holdco EURL.

  • Pledge of bank accounts:

Exclusive senior pledges of the credit balance on French bank accounts, in favor of the banks.

  • Assignments of insurance indemnities:

Assignment of any insurance indemnity whose payment has been opposed, as provided for in Article L.121-13 of the French Insurance Code (Code des assurances).

  • Pledge of receivables – Hedge contract:

Pledge of any receivable that might become due to the borrower by the hedging bank under a hedge contract.

- Pledge of receivables – Recovery claims:

Pledge of any recovery claims the borrower might come to have against the debtors in respect of any recovery claims related to the pledge of hedge contract receivables.

  • Pledge of subordinated loan receivables:

Pledge of subordinated loan receivables (i.e., any intragroup loan due to Vitura from its subsidiaries as borrower).

  • Letters of intent within the meaning of Article 2322 of the French Civil Code (Code civil).

MAIN FINANCIAL RATIOS

Vitura's financial position at June 30, 2021 satisfies the various limits that could affect the conditions set out in the Company's different credit agreements relating to interest and early repayment clauses.

The table below presents the main covenants set out in the credit agreements.

June 30,
2021
Dec. 31,
2020
June 30,
2020
Loan-to-value ratio
Borrowings(1)/net asset value(2) 52.6% 53.0% 52.6%
Interest coverage ratio
Rental income for the reference
period(3)/interest expenses(4)
357% 455% 501%

(1) Borrowings are presented in Note 5.11.

(2) Net asset value is presented in Note 5.1.

(3) Rental income for the reference period refers to total projected indemnities and net rental income on leases signed for the following 12 months (for the Prothin loan) or for the previous six months to the following six months (for the Hanami and Passy Kennedy loan), excluding taxes, less rental income where the risk of non-recovery has been established (notice given, unpaid rent) and operating expenses not rebillable to lessees. (4) Interest expenses comprise expenses (including recoverable expenses) including tax

incurred in operating, upkeeping, maintaining, running, managing and administering the buildings (in particular, compensation paid under the asset management agreement and the property management agreement) and administrative expenses incurred by the borrower.

INTEREST RATE RISK HEDGING

Vitura's policy is to hedge its interest rate risk.

OTHER FINANCING ARRANGEMENTS

There are no plans to put in place other investment financing with respect to which the management bodies have made firm commitments.

EPRA NRV, NTA, NDV, NAV & NNNAV

In thousands of euros, except per share data

2.3. CHANGES IN NET ASSET VALUE (NAV)

The indicators published by Vitura are aligned with the recommendations of the European Public Real Estate Association (EPRA), of which Vitura is a member. EPRA's role is to promote, develop and represent the publicly listed real estate sector. EPRA notably publishes its "Best Practices Recommendations" (BPR) whose purpose is to enhance transparency, uniformity and comparability of financial reporting by real estate companies.

2.3.1. EPRA EARNINGS

In thousands of euros, except per share data

First-half
2021
Full-year
2020
First-half
2020
Net income under IFRS 20,838 16,094 8,945
Adjustment for changes in fair value of
investment property
(4,472) 25,974 8,377
Other adjustments for changes in fair
value
65 2 (49)
Adjustment for other fees 2,500 2,533
EPRA earnings 18,932 42,070 19,807
EPRA earnings per share 1.2 2.6 1.2
Adjustment for rent-free periods 2,007 2,373 1,414
Adjustment for deferred finance costs 965 2,163 981
Vitura recurring cash flow 21,905 46,606 22,202

2.3.2. EPRA NRV, EPRA NTA & EPRA NDV

In accordance with the Best Practices Recommendations (BPR) Guidelines published by EPRA in October 2019, the way in which the Company measures net asset value (NAV) has been revised under various scenarios. There are now three different NAV metrics:

  • EPRA Net Reinstatement Value (NRV), EPRA Net Reinstatement Value aims to represent the value required to rebuild the entity and assumes that entities never sell assets.
  • EPRA Net Tangible Assets (NTA), EPRA Net Tangible Assets aims to reflect the value of tangible assets and assumes that entities buy and sell assets, thereby crystallizing certain levels of unavoidable deferred tax.
  • EPRA Net Disposal Value (NDV), EPRA Net Disposal Value aims to represent shareholder value under an asset disposal scenario, where deferred tax, financial instruments and other liabilities are liquidated net of any resulting tax.
June 30, 2021 December 31, 2020
EPRA EPRA EPRA EPRA EPRA EPRA EPRA EPRA EPRA EPRA
NRV NTA NDV NAV NNNAV NRV NTA NDV NAV NNNAV
723,020 723,020 723,020 723,020 723,020 734,318 734,318 734,318 734,318 734,318
(24,233) (24,233) (24,233) (24,233) (24,233) (26,241) (26,241) (26,241) (26,241) (26,241)
699,431 699,431 699,431 699,431 698 786 708,579 708,579 708,579 708,579 708,077
360 360 360 541 541 541
(1,293) (1,293) (3,605) (3,605)
109,164 108,691
808,954 699,791 698,138 699,791 697,493 817,811 709,120 704,974 709,120 704,472
50.94 44.07 43.96 44.07 43.92 51.47 44.63 44.37 44.63 44.33
644 644 644 644 502 502 502 502
15,880,356 15,880,356 15,880,356 15,880,356 15,880,356 15,890,097 15,890,097 15,890,097 15,890,097 15,890,097

2.4. SUBSEQUENT EVENTS

None.

2.5. DESCRIPTION OF THE MAIN RISKS AND UNCERTAINTIES FOR THE REMAINING SIX MONTHS OF THE YEAR

Since the first quarter of 2020, the Group has been faced with the rapidly evolving Coronavirus (Covid-19) epidemic. The crisis has an impact on the risk factors to which the Group is exposed, as outlined in Chapter 4, "Risk Factors" of the Universal Registration Document filed with the AMF on April 6, 2021 under number D. 21-0262. At June 30, 2021, the health crisis did not have a significant impact on the Company's business and financial statements. During the first half of the year, the Group did not grant tenants any rent reductions or waivers. In the coming period, Crédit Foncier de France will vacate half of the office space at Rives de Bercy as from July 1, 2021 and Canal + will vacate building C at Arcs de Seine in the fourth quarter of 2021. In order to limit the impact on the Group's earnings and portfolio occupancy rate, Vitura anticipated these departures, in particular by pursuing investment programs aimed at meeting users' new expectations.

In this environment, the Group is particularly attentive to monitoring and managing financial risks. These risks, particularly the risk related to refinancing, have been updated based on data available at June 30, 2021 (see Note 4 "Management of financial risks" to the interim consolidated financial statements).

3. Interim consolidated financial statements

(for the six-month period ended June 30, 2021)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

In thousands of euros, except per share data
Notes June 30, 2021 Dec. 31, 2020 June 30, 2020
6 months 12 months 6 months
Rental income 5.18 30,070 63,032 31,567
Income from other services 5.19 14,487 21,845 13,211
Building-related costs 5.20 (14,514) (21,552) (14,717)
Net rental income 30,043 63,324 30,061
Sale of building
Administrative costs 5.21 (7,315) (8,983) (6,995)
Depreciation, amortization and impairment
Other operating expenses 5.22 (148) (61) (6)
Other operating income 5.22 600 624
Increase in fair value of investment property 11,764 29,129 10,688
Decrease in fair value of investment property (7,292) (55,103) (19,065)
Total change in fair value of investment property 5.1 4,472 (25,974) (8,377)
Net operating income 27,052 28,906 15,307
Financial income 191 230
Financial expenses (6,405) (13,042) (6,362)
Net financial expense 5.23 (6,214) (12,812) (6,362)
Corporate income tax 5.24
CONSOLIDATED NET INCOME 20,838 16,094 8,945
of which attributable to owners of the Company 20,838 16,094 8,945
of which attributable to non-controlling interests
Other comprehensive income
TOTAL COMPREHENSIVE INCOME 20,838 16,094 8,945
of which attributable to owners of the Company 20,838 16,094 8,945
of which attributable to non-controlling interests
Basic earnings per share (in euros) 5.25 1.31 1.01 0.56
Diluted earnings per share (in euros) 5.25 1.28 0.98 0.54

CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

In thousands of euros
Notes June 30, 2021 Dec. 31, 2020 June 30, 2020
Non-current assets
Property, plant and equipment 19 25 31
Investment property 5.1 1,454,490 1,448,170 1,460,380
Non-current loans and receivables 5.2 15,330 17,780 20,220
Financial instruments 5.12 3 8 38
Total non-current assets 1,469,842 1,465,983 1,480,669
Current assets
Trade accounts receivable 5.3 17,491 11,474 14,595
Other operating receivables 5.4 13,322 11,459 12,955
Prepaid expenses 239 366 188
Total receivables 31,052 23,299 27,738
Cash and cash equivalents 5.5 40,087 62,836 47,062
Total cash and cash equivalents 40,087 62,836 47,062
Total current assets 71,139 86,135 74,800
TOTAL ASSETS 1,540,981 1,552,118 1,555,469
Shareholders' equity
Share capital 60,444 60,444 79,532
Legal reserve and additional paid-in capital 41,134 74,206 55,118
Consolidated reserves and retained earnings 600,603 583,574 583,645
Net attributable income 20,838 16,094 8,945
Total shareholders' equity 5.10 723,020 734,318 727,240
Non-current liabilities
Non-current borrowings 5.11 669,648 671,322 763,883
Other non-current borrowings and debt 5.14 7,936 8,585 11,117
Non-current corporate income tax liability
Non-current financial instruments 5.12 658 637
Total non-current liabilities 677,584 680,565 775,637
Current liabilities
Current borrowings 5.11 97,971 96,821 3,871
Non-current financial instruments 5.12 718
Trade accounts payable 5.16 12,838 10,056 14,920
Current corporate income tax liability
Other operating liabilities 5.15 10,607 8,916 12,427
Prepaid revenue 5.17 18,242 21,442 21,375
Total current liabilities 140,377 137,235 52,593
Total liabilities 817,961 817,800 828,229
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,540,981 1,552,118 1,555,469

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

In thousands of euros
June 30, 2021 Dec. 31, 2020 June 30, 2020
OPERATING ACTIVITIES
Consolidated net income 20,838 16,094 8,945
Elimination of items related to the valuation of buildings:
Fair value adjustments to investment property (4,472) 25,974 8,377
Restatement of depreciation and amortization
Indemnity received from lessees for the replacement of components
Elimination of other income/expense items with no cash impact:
Depreciation of property, plant and equipment (excluding investment property) 6 13 6
Free share grants not vested at the reporting date
Fair value of financial instruments (share subscription warrants, interest rate caps and
swaps)
65 2 (65)
Adjustments for loans at amortized cost 1,016 2,265 1,151
Contingency and loss provisions
Corporate income tax
Cash flows from operations before tax and changes in working capital
requirements
17,454 44,347 18,414
Other changes in working capital requirements (2,624) (1,708) 1,155
Working capital adjustments to reflect changes in the scope of consolidation
Change in working capital requirements (2,624) (1,708) 1,155
Net cash flows from operating activities 14,830 42,639 19,569
INVESTING ACTIVITIES
Acquisition of fixed assets (1,848) (10,224) (4,837)
Net increase in amounts due to fixed asset suppliers (1,405) 650 (785)
Net cash flows from (used in) investing activities (3,253) (9,573) (5,622)
FINANCING ACTIVITIES
Capital increase
Change in bank debt (1,493) (1,500) (750)
Refinancing/financing transaction costs (51) (102) (51)
Net increase in liability in respect of refinancing
Net increase in current borrowings 3 38 (22)
Net decrease in current borrowings
Net change in other non-current borrowings and debt (649) (1,502) 1,030
Purchases and sales of treasury shares (366) (124) (53)
Dividends paid (31,770) (11,919) (11,919)
Net cash flows from (used in) financing activities (34,325) (15,110) (11,766)
Change in cash and cash equivalents (22,748) 17,956 2,182
Cash and cash equivalents at beginning of period(1) 62,836 44,880 44,880
CASH AND CASH EQUIVALENTS AT END OF PERIOD 40,087 62,836 47,062

(1) There were no cash liabilities for any of the periods presented above.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

In thousands of euros

Share capital Legal reserve
and additional
paid-in capital
Treasury
shares
Consolidated
reserves and
retained
earnings
Shareholders'
equity
attributable to
owners of the
Company
Non-controlling
interests
Total
shareholders'
equity
Shareholders' equity at Dec. 31, 2019 79,532 66,462 (200) 584,474 730,268 730,268
Comprehensive income 8,945 8,945 8,945
- Net income for the period 8,945 8,945 8,945
Capital transactions with owners (11,344) (53) (575) (11,973) (11,973)
- Dividends paid (€0.75 per share) (11,344) (575) (11,919) (11,919)
- Capital reduction by decreasing par
value
- Change in treasury shares held (53) (53) (53)
Shareholders' equity at June 30, 2020 79,532 55,118 (253) 592,843 727,240 727,240
Share capital Legal reserve
and additional
paid-in capital
Treasury
shares
Consolidated
reserves and
retained
earnings
Shareholders'
equity
attributable to
owners of the
Company
Non-controlling
interests
Total
shareholders'
equity
Shareholders' equity at Dec. 31, 2020 60,444 74,206 (324) 599,992 734,318 734,318
Comprehensive income (1,259) 22,097 20,838 20,838
- Net income for the period 20,838 20,838 20,838
- Reduction in the legal reserve(1) (1,259) 1,259
- Other comprehensive income
Capital transactions with owners (31,813) (366) 43 (32,136) (32,136)
- Dividends paid (€2 per share) (31,813) 43 (31,770) (31,770)
- Capital increase by increasing par value
- Change in treasury shares held (366) (366) (366)
Shareholders' equity at June 30, 2021 60,444 41,134 (690) 622,132 723,020 723,020

(1) The General Shareholders' Meeting decided to allocate a portion of the net loss for the year ending December 31, 2020 to the legal reserve.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1 Background and main assumptions used to prepare
the consolidated financial statements for the six
month period ended June 30, 2021
14
1.1 Significant events of first-half 2021 14
1.2 Presentation of comparative financial information 14
1.3 Regulatory context 14
2 Significant accounting policies used to prepare the
consolidated financial statements for the six-month
period ended June 30, 2021
15
2.1 Presentation of the consolidated financial statements 15
2.2 Segment reporting 16
2.3 Investment property 17
2.4 Estimates of the fair value of investment property 17
2.5 Financial instruments – classification and measurement
of financial assets and liabilities
18
2.6 Share capital 18
2.7 Treasury shares 18
2.8 Election for tax treatment as a SIIC 19
2.9 Employee benefits 20
2.10 Bank borrowings 20
2.11 Rental income 20
2.12 Rental expenses and rebilling of expenses to lessees 20
2.13 Other operating income and expenses 20
2.14 Discounting of deferred payments 20
2.15 Earnings per share 21
2.16 Presentation of the financial statements 21
3 Critical accounting estimates and judgments 22
4 Management of financial risks 23
4.1 Risk related to refinancing 23
4.2 Risk related to the valuation of real estate assets 23
4.3 Risk related to changes in market rent levels for office
premises
23
4.4 Risk related to the regulatory framework applicable to
leases
23
4.5 Counterparty risk 23
4.6 Liquidity risk 23
4.7 Interest rate risk 24
5 Notes to the consolidated statement of financial
position at June 30, 2021 and to the consolidated
statement of comprehensive income for the period
then ended
25
5.1 Investment property 25
5.2 Non-current loans and receivables 25
5.3 Trade accounts receivable 25
5.4 Other operating receivables 26
5.5 Cash and cash equivalents 26
5.6 Aging analysis of receivables 27
5.7 Fair value of financial assets 27
5.8 Financial assets and liabilities 28
5.9 Changes in impairment of financial assets 28
5.10 Consolidated equity 28
5.11 Borrowings 29
5.12 Financial instruments 29
5.13 Fair value of financial liabilities 29
5.14 Other non-current borrowings and debt 29
5.15 Other operating liabilities 30
5.16 Maturity schedule for liabilities with undiscounted
contractual values
30
5.17 Prepaid revenue 31
5.18 Rental income 31
5.19 Income from other services 31
5.20 Building-related costs 31
5.21 Administrative costs 31
5.22 Other operating income and expenses 31
5.23 Financial income and expenses 32
5.24 Corporate income tax and tax proof 32
5.25 Earnings per share 32
5.26 Off-balance sheet commitments and security provided 32
5.27 Transactions with related parties 33
5.28 Personnel 34
5.29 Statutory Auditors 35
5.30 Subsequent events 35

1. Background and main assumptions used to prepare the consolidated financial statements for the six-month period ended June 30, 2021

1.1. SIGNIFICANT EVENTS OF FIRST-HALF 2021

The General Shareholders' Meeting of May 12, 2021 decided to adopt "Vitura" as the new corporate name.

In the first few months of 2021, the health crisis triggered by the Covid-19 pandemic continued to adversely impact the French and global economies.

At June 30, 2021, these risks did not affect Vitura's activity or its financial statements. During the period, the Group did not grant tenants any rent reductions or waivers.

Over the long-term, the crisis may have an impact on its performance, the value and liquidity of its assets, the amount of rents collected, tenant credit quality and, in some cases, compliance with bank covenants, and will be monitored in the second half of 2021.

1.2. PRESENTATION OF COMPARATIVE FINANCIAL INFORMATION

For purposes of comparison, the financial information presented in the IFRS consolidated financial statements for the six-month period ended June 30, 2021 includes:

  • the IFRS consolidated financial statements for the year ended December 31, 2020; and
  • - The IFRS consolidated financial statements for the six-month period ended June 30, 2020.

1.3. REGULATORY CONTEXT

The Group's consolidated financial statements for the six-month period ended June 30, 2021 were prepared in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) applicable to reporting periods ended on June 30, 2021, as adopted by the European Union (hereafter referred to as "IFRS").

Dividend payments are decided by the General Shareholders' Meeting on the basis of Vitura's financial statements prepared in accordance with French GAAP and not on the basis of the IFRS financial statements.

In addition, Vitura is required to comply with certain dividend payment obligations in accordance with its election for tax treatment as a SIIC (see Note 2.8).

The interim consolidated financial statements were adopted by the Board of Directors on July 22, 2021.

2. Significant accounting policies used to prepare the consolidated financial statements for the six-month period ended June 30, 2021

2.1. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTING STANDARDS

The Group's consolidated financial statements for the six months ended June 30, 2021 have been prepared in accordance with international accounting standards (IAS/IFRS) and with the interpretations of the Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union at June 30, 2021 and applicable at that date. For the purposes of comparison, the financial statements for the period ended June 30, 2020 were also prepared according to the same standards.

For the periods presented, the standards and interpretations adopted in the European Union and applicable to the Group are similar to the standards and interpretations effective for these periods as published by the International Accounting Standards Board (IASB). The Group's financial statements are therefore prepared in accordance with IFRS standards and IFRIC interpretations, as published by the IASB.

The consolidated financial statements have been prepared using the historical cost convention, except in the case of investment property, certain financial instruments, and assets held for sale, which are carried at fair value in accordance with IAS 40, IAS 32, IFRS 5 and IFRS 9.

The interim consolidated financial statements were prepared in accordance with IAS 34 – Interim Financial Reporting.

STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS ADOPTED BY THE EUROPEAN UNION EFFECTIVE FOR REPORTING PERIODS BEGINNING ON OR AFTER JANUARY 1, 2021

The standards below, effective for reporting periods beginning on or after January 1, 2021, do not have a material impact on the Group's financial statements:

  • Amendments to IFRS 4 – Extension of the Temporary Exemption from Applying IFRS 9

  • Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform – Phase 2

Published standards and interpretations that are not yet effective, adopted by the European Union at the end of the reporting period

The IASB has published the following standards, amendments to standards and interpretations that are applicable to the Group. Although not yet adopted, companies may decide to early adopt them:

  • Amendments to IFRS 3 Reference to the Conceptual Framework
  • Amendments to IAS 16 Proceeds before Intended Use
  • Amendments to IFRS 16 Covid-19-Related Rent Concessions beyond 30 June 2021
  • Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction
  • Annual Improvements to IFRSs 2018-2020 Cycle

These interpretations and amendments were not early adopted by the Group and should not have a material impact on its consolidated financial statements.

CHANGE IN STATEMENT OF COMPREHENSIVE INCOME PRESENTATION

The statement of comprehensive income, including comparative data for the six months ended June 30, 2020, has been modified to provide users of the financial statements with a better understanding of the rental performance of the Group's properties. Accordingly, the advisory fee and incentive fee defined in the Asset Management Agreement have been reclassified from "building-related costs" to "administrative costs". The change was applied in the financial statements for the year ended December 31, 2020.

The impacts on the statement of comprehensive income can be analyzed as follows:

In thousands of euros

June 30, 2021 First-half 2020 after
change in
presentation
First-half 2020
before change
in presentation
Rental expenses 14,514 14,717 14,717
Advisory fee 2,688
Incentive fee 2,533
Building-related
costs
14,514 14,717 19,938
Administrative
expenses
2,095 1,774 1,774
Advisory fee 2,720 2,688
Incentive fee 2,500 2,533
Administrative costs 7,315 6,995 1,774

BASIS OF CONSOLIDATION

The consolidated financial statements include all entities controlled or jointly controlled by the Group, or over which it exercises significant influence. In determining its ownership interest, the Group considers any potential voting rights giving access to additional voting rights, provided that these rights are currently exercisable or convertible.

FULL CONSOLIDATION

All entities controlled by the Group are fully consolidated. Control is presumed to exist when the Group has the power to manage the relevant activities, is exposed to or is entitled to the variable returns generated by such activities, and has the power to influence such returns.

At June 30, 2021, no entities were jointly controlled or significantly influenced by the Group.

SCOPE OF CONSOLIDATION

At June 30, 2021, the scope of consolidation included the following entities:

Siren no. % control % interest Basis of consolidation Period taken into account
Vitura 422 800 029 100% 100% Full consolidation January 1 to June 30, 2021
Prothin SAS 533 212 445 100% 100% Full consolidation January 1 to June 30, 2021
K Rueil OPPCI 814 319 513 100% 100% Full consolidation January 1 to June 30, 2021
Hanami Rueil SCI 814 254 512 100% 100% Full consolidation January 1 to June 30, 2021
CGR Holdco EURL 833 876 568 100% 100% Full consolidation January 1 to June 30, 2021
CGR Propco SCI 834 144 701 100% 100% Full consolidation January 1 to June 30, 2021

All entities included in the scope of consolidation have a December 31 year-end.

CONSOLIDATION ADJUSTMENTS AND ELIMINATIONS

Business combinations are accounted for in accordance with IFRS 3. A business combination is where the acquirer acquires a controlling interest in one or several businesses. IFRS 3 defines a business as a combination of the three following elements:

  • economic resources that create, or have the ability to contribute to the creation of outputs;
  • any process that, when applied to the resources, creates or has the ability to create outputs;
  • the outputs resulting from the processes applied to the resources that provide or have the ability to provide the expected return.

In accordance with IFRS 3, the price of a business combination reflects the acquisition-date fair value of the assets acquired, liabilities assumed or incurred and equity instruments issued in exchange for the acquiree.

No fair value adjustments or goodwill were recognized on the first-time consolidation of Prothin SAS as the company was incorporated by Vitura on June 22, 2011. This was also the case for CGR Holdco EURL and CGR Propco SCI, which were incorporated in December 2017.

K Rueil and Hanami Rueil SCI entered the scope of consolidation with effect from December 15, 2016. The acquisition did not meet the definition of a business combination within the meaning of IFRS 3 and was therefore treated as the acquisition of a group of assets. The acquisition cost relating to the group of assets was allocated to the identifiable assets acquired and liabilities assumed in proportion to their respective fair value at the acquisition date. No goodwill was recognized.

2.2. SEGMENT REPORTING

Within the framework of IFRS 8, the Group only has one operating segment insofar as its assets solely comprise commercial real estate located in the Paris area.

IFRS 8 states that operating segments may be aggregated if they are similar in each of the following respects:

  • the nature of the products and services;
  • the nature of the production processes;
  • the type or class of client for their products and services;
  • the methods used to distribute their products or provide their services;
  • if applicable, the nature of the regulatory environment, for example, banking, insurance or public utilities.

Consequently, the Group did not have significant additional disclosure requirements as a result of applying IFRS 8.

2.3. INVESTMENT PROPERTY

Property leased out to tenants under long-term operating leases to earn rental income or held for capital appreciation or both, and not occupied by the Group, is classified as investment property. Investment property includes owned land and buildings.

On acquisition, investment property is measured at the acquisition price including transaction costs (legal fees, transfer duties, etc.) in accordance with IAS 40.

After initial recognition, investment property is remeasured at fair value. As a result, no depreciation or impairment is recognized on investment property. Fair value is measured net of registration tax by an external real estate valuer at the end of each reporting period. The methodology used by the external real estate valuer is described in Note 2.4 below.

Subsequent expenditure may only be allocated to the assets' carrying amount when it is probable that the future economic benefits associated with the property will flow to the Group, and the cost of the property can be measured reliably. All other repair and maintenance costs are recognized in the statement of comprehensive income during the period in which they are incurred. Changes in the fair value of investment property are recognized in the statement of comprehensive income.

2.4. ESTIMATES OF THE FAIR VALUE OF INVESTMENT PROPERTY

Estimates and assumptions

The fair value of property is measured by an external real estate valuer twice a year in accordance with the benchmark treatment in IAS 40.

In accordance with the recommendations of the Committee of European Securities Regulators (CESR) of July 2009, the Group changes real estate valuer every three years (four years for the Hanami asset) in order to obtain a new analysis of its assets' qualities and market value. Following a rotation in 2019, the Company's external real estate valuers are Cushman & Wakefield Valuation for Europlaza, Rives de Bercy and Arcs de Seine, and CBRE Valuation for Passy Kennedy and Hanami.

When preparing the financial statements, management and the external real estate valuer are required to use certain estimates and assumptions that are likely to affect the amounts of assets, liabilities, income and expenses reported in the financial statements and in the accompanying notes. The Group and its real estate valuer are required to review these estimates and appraisals on an ongoing basis in light of past experience and other factors deemed of material importance with regard to economic conditions. The amounts reported in future financial statements may differ from these estimates as a result of changes in assumptions or circumstances.

The values of investment property measured by the real estate valuers represent the best estimates at June 30, 2021, based on recent market observations and valuation methods commonly used within the profession. These estimates are not intended to anticipate any market changes.

These estimates were determined in the context of the Covid-19 health crisis. None of the valuation reports contain clauses relating to material uncertainty resulting from the crisis. Management believes that the fair values determined by the experts reasonably reflect the fair value of the portfolio. These fair values should be read in conjunction with the sensitivities presented in Note 3 below.

The valuation methods used, as described in the consolidated financial statements for the year ended December 31, 2020, remain unchanged for the six months ended June 30, 2021.

Valuation methods

The valuers calculated the fair value of the real estate assets in accordance with the professional standards set out in the French Real Estate Valuation Charter.

The market value of the property is measured using its estimated rental value and the discounted cash flow (DCF) and capitalization methods.

ESTIMATED RENTAL VALUE

The rental value is determined by comparing the rental value per square meter of the most recent transactions involving properties of similar type and location, in order to determine a market value per square meter for the different types of premises (offices, staff cafeterias, car parks, etc.). This rental value is subject to a reversion rate to take account of the specific features of the real estate assets.

MARKET VALUE

To estimate market value, independent experts use the following methods:

  • Cushman & Wakefield Valuation: DCF method and capitalization method;
  • CBRE Valuation: capitalization method.

DCF method

This method consists of discounting the annual cash flows generated by the asset, including the assumed resale at the end of a defined ownership period. Cash flows are defined as the total amount of all of the asset's revenues, net of expenses not rebillable to lessees.

Capitalization approach

This method consists of capitalizing the annual income generated by an asset with a capitalization rate defined by reference to the market. The rate used reflects the quality of the financial covenants as well as the long-term risks related to the property.

A discount is applied to the gross value to take account of transfer duties and registration costs, which are estimated at 7.50%.

FAIR VALUE HIERARCHY UNDER IFRS 13

Vitura applies IFRS 13, which defines fair value as the price that would be received in an orderly transaction to sell an asset or paid in an orderly transaction to transfer the liability at the measurement date under current market conditions.

IFRS 13 uses a three-level fair value hierarchy to classify the inputs used as a basis to measure the assets and liabilities concerned.

The three levels are as follows:

Level 1: fair value corresponds to the unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2: fair value is determined, either directly or indirectly, using observable inputs;

Level 3: fair value is determined directly using unobservable inputs.

The categorization of the Group's investment property in accordance with IFRS 13 is presented in Note 5.1.

2.5. FINANCIAL INSTRUMENTS – CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities are recognized and measured in accordance with IFRS 9.

Loans and receivables

Loans and receivables include the non-current portion of the economic benefits of the lease, rent-free periods, rent discounts, the portion of fitting-out costs incurred by the lessee and borne by the lessor, and the lease premiums paid to lessees in accordance with IAS 17 and interpretation SIC 15.

Trade accounts receivable

Trade accounts receivable consist of accrued amounts receivable from lessees. They are initially recognized at fair value and subsequently at amortized cost using the effective interest rate method, less any provisions for impairment.

As rent is usually billed in advance, trade accounts receivable consist of rents billed in respect of the following period.

The timing difference between the billing date and the end of the reporting period is eliminated by recognizing rent billed for future periods and not yet due under "Prepaid revenue" (see Note 5.17).

IFRS 9 introduces a new model for recognizing impairment of financial assets based on expected credit losses.

However, it also sets forward a simplified approach for trade and lease receivables, which are often held by companies that do not have sophisticated credit risk tracking or management systems. This approach removes the need to calculate 12-month expected credit losses and track the increase in credit risk. This means that:

  • for trade receivables that do not contain a significant financing component, impairment is equal to lifetime expected credit losses. The Company may use a provision matrix based on days past due to measure expected credit losses;
  • for trade receivables that contain a significant financing component and for lease receivables, the Company must choose between the simplified approach (as for trade receivables that do not contain a significant financing component) or the general approach (which requires tracking changes in credit risk over the lifetime of the trade receivable).

The Group has elected to apply the simplified approach.

Non-derivative financial liabilities

After initial recognition, non-derivative financial liabilities are measured at amortized cost using the effective interest method.

Derivative financial instruments

Vitura has not opted for hedge accounting. Derivative financial instruments are therefore measured at fair value at the end of each reporting period with any gains or losses recognized in income.

Vitura applies IFRS 13, which defines fair value as the price that would be received in an orderly transaction to sell an asset or paid in an orderly transaction to transfer the liability at the measurement date under current market conditions (see Note 2.4).

The categorization of the Group's derivative financial instruments in accordance with IFRS 13 is presented in Note 5.13.

2.6. SHARE CAPITAL

Ordinary shares are classified in shareholders' equity. Incremental costs directly attributable to new share issues are shown in shareholders' equity as a deduction from additional paid-in capital.

2.7. TREASURY SHARES

On August 29, 2006, Vitura entered into a liquidity agreement with Exane BNP Paribas. This agreement complies with the standard-type contract of the French Association of Investment Firms (Association française des entreprises d'investissement – AFEI) and the AFEI code of ethics of March 14, 2005 which was approved by the AMF on March 22, 2005. Vitura entered into a second agreement with Exane BNP Paribas on November 27, 2017, followed by a third agreement on November 16, 2020.

Under the terms of these agreements, Exane BNP Paribas may buy and sell Vitura shares on behalf of Vitura within the limits imposed by law and the authorizations granted by the Board of Directors within the scope of its share buyback program.

Within the scope of these liquidity agreements, the Group owned 26,084 treasury shares (representing 0.16% of its total issued shares) for a total amount of EUR 924k at June 30, 2021.

In accordance with IAS 32, these treasury shares are shown as a deduction from consolidated equity based on their acquisition cost (net of directly attributable transaction costs) or their initial carrying amount in the consolidated statement of financial position. Any capital gains or losses arising on the disposal of these shares are eliminated in the statement of comprehensive income and recognized against consolidated equity.

Cash allocated to the liquidity agreement and not invested in Vitura shares at the end of the reporting period is included in "Other operating receivables".

2.8. ELECTION FOR TAX TREATMENT AS A SIIC

Vitura has elected for the preferential tax treatment granted to listed real estate investment companies (SIICs) in accordance with Article 208 C of the French Tax Code. This election took effect on April 1, 2006.

Owing to this tax treatment, no corporate income tax is payable directly or indirectly through income from subsidiaries in respect of the real estate leasing business and no deferred taxes were recognized at June 30, 2021. Similarly, no tax was payable on capital gains arising on disposals of real estate or equity interests in subsidiaries eligible for the same tax treatment.

Prothin, Vitura's subsidiary, also benefits from this preferential tax treatment.

In addition, K Rueil is a SPPICAV (company investing predominantly in real estate with a variable share capital) that is exempt from paying corporate income tax.

Hanami Rueil SCI and CGR Propco SCI, subsidiaries of K Rueil and Vitura, respectively, are transparent for tax purposes, within the meaning of Article 8 of the French Tax Code.

CGR Holdco EURL has not elected for preferential treatment as a SIIC.

  • Terms and conditions and impact of tax treatment as a SIIC
  • a) When a company elects for SIIC status, the ensuing change in tax treatment has a similar impact to that of a discontinuance of business (taxation of unrealized capital gains, income which is subject to tax deferral and as yet untaxed operating income).
  • b) SIICs that have elected for preferential treatment are exempt from paying corporate income tax on the portion of their income resulting from:
  • the lease of buildings, provided that 95% of this income is distributed before the end of the fiscal year following the year in which the income is generated;
  • capital gains generated on the sale of buildings, shareholdings in partnerships falling within the scope of Article 8 of the French Tax Code and having the same purpose as that of the SIIC, or shareholdings in subsidiaries having elected for SIIC tax treatment, provided that 70% of these capital gains are distributed by the end of the second fiscal year following the year in which they were generated;
  • dividends received from subsidiaries having elected for preferential tax treatment and resulting from exempt income or from capital gains and dividends received from SPPICAVs whose share capital and voting rights have been at least 5%-owned for a minimum of two years, provided that they are redistributed in full during the fiscal year following the year in which they were received;

In addition, income generated by operations carried out by partnerships falling within the scope of Article 8 of the French Tax Code are deemed to be carried out directly by SIICs or their subsidiaries in proportion to their rights and are therefore exempt under the SIIC rules. Accordingly, this income must be distributed pursuant to the above-mentioned time limits and proportions, based on whether it results from the lease or sale of buildings or from dividends.

In the event that they choose to leave the SIIC tax regime at any time, the SIICs and their subsidiaries must add back to their taxable earnings for the period the portion of their income available for distribution at the end of said period which results from previously tax-exempt amounts.

  • c) In accordance with Article 208 C paragraph 2 of the French Tax Code, the SIIC's capital or voting rights must not be directly or indirectly held at 60% or more by one or several persons acting in concert within the meaning of Article L.233-10 of the French Commercial Code.
  • d) Article 208 C II ter of the French Tax Code also introduces a 20% withholding tax to be paid by SIICs on dividends distributed from tax-exempt income to shareholders, other than natural persons, that hold at least 10% of dividend entitlements in said SIICs and that are not liable for corporate income tax or another equivalent tax on the dividends received. However, the withholding tax is not due when the beneficiary of the dividends is a company required to distribute the full amount of the dividends it receives and whose shareholders that directly or indirectly hold at least 10% of the dividend rights are liable for corporate income tax or another equivalent tax on the dividends received.

2.9. EMPLOYEE BENEFITS

IAS 19 requires entities to recognize as expenses all current or future benefits or compensation granted by an entity to its employees or to third parties over the period during which the rights to such benefits or compensation vest.

The Group only has four employees and therefore considers that its employee benefit commitments in respect of defined benefit plans are not material. Consequently, the amount of its employee benefit commitments was not assessed at June 30, 2021.

2.10. BANK BORROWINGS

On initial recognition, bank borrowings are measured at the fair value of the consideration received, less directly attributable transaction costs.

They are subsequently measured at amortized cost using the effective interest method. The long-term portion (due more than 12 months after the end of the reporting period) is classified in non-current borrowings and debt, while the short-term portion (due in less than 12 months) is classified in current borrowings and debt.

When the agreement contains derivative instruments, it is accounted for as described in the section on "Hybrid financial instruments" in Note 2.5.

2.11. RENTAL INCOME

The Group leases out its real estate under operating leases. Assets leased under operating leases are recognized in the consolidated statement of financial position within investment property.

Rental income is recognized over the lease term.

In accordance with IFRS 16, the financial impact of all of the provisions in the lease is recognized on a straight-line basis over the shorter of the lease term or the period up to the date on which the lessee may terminate the lease without incurring any material financial consequences (usually after six years). Therefore, in order to accurately reflect the economic benefits of the lease, rent-free periods, rent discounts, the portion of fitting‑out costs incurred by the lessee and borne by the lessor, and lease premiums paid to lessees are recognized over the firm term of the lease.

Termination and restoration indemnities received from former lessees are recognized under "Miscellaneous services" in operating income.

2.12. RENTAL EXPENSES AND REBILLING OF EXPENSES TO LESSEES

Rental expenses incurred by the lessor on behalf of lessees and expenses chargeable to the lessees under the terms of the lease are recorded in the statement of comprehensive income under "Building-related costs".

The rebilling of rental expenses and expenses chargeable to lessees under the terms of the lease are recorded in the statement of comprehensive income under "Income from other services".

This approach is consistent with IFRS 15, insofar as the Group acts as principal: its "performance obligation" is to provide the underlying goods and services to its tenants. The Group is:

  • responsible for satisfying the promise;
  • exposed to the inventory risk;
  • in charge of setting the price.

The portion of rental expenses concerning vacant premises is recorded directly in the statement of comprehensive income.

Rental expenses include building-related taxes (property tax, tax on office premises and tax on parking areas).

2.13. OTHER OPERATING INCOME AND EXPENSES

Other operating income and expenses comprise items that, due to their nature, are not included in the assessment of the Group's recurring operating performance.

2.14. DISCOUNTING OF DEFERRED PAYMENTS

Long-term payables and receivables are discounted when they are considered to have a material impact.

  • Security deposits received from lessees are not discounted because they are indexed annually based on an index used for annual rent reviews;
  • There are no provisions for material liabilities, as defined in IAS 37.

2.15. EARNINGS PER SHARE

Earnings per share is a key indicator used by the Group, and is calculated by dividing net attributable income by the weighted average number of shares outstanding during the period. Treasury shares are not considered as outstanding and are therefore not included when calculating earnings per share.

Diluted earnings per share is calculated based on income attributable to holders of ordinary shares and the weighted average number of shares existing during the period, adjusted to reflect the impact of potentially dilutive ordinary shares.

2.16. PRESENTATION OF THE FINANCIAL STATEMENTS

Assets and liabilities maturing within 12 months of the reporting date are classified as current assets and liabilities in the consolidated statement of financial position. All other assets and liabilities are treated as non-current.

Expenses in the statement of comprehensive income are shown according to their nature.

In the statement of cash flows, net operating cash flows are calculated using the indirect method, whereby the net amount is based on net income adjusted for non-cash transactions, items of income or expense associated with investing or financing cash flows, and changes in working capital requirements.

3. Critical accounting estimates and judgments

To prepare the interim consolidated financial statements, the Group uses estimates and judgments which are updated on a regular basis and are based on past information and other factors, in particular assumptions of future events deemed reasonable in view of the circumstances.

Estimates that could lead to a significant adjustment in the carrying amount of assets and liabilities in the subsequent period mainly concern the determination of the fair value of the Group's real estate assets and financial instruments. The fair value of the Group's real estate assets is measured on the basis of valuations carried out by an external real estate valuer using the methodology described in Note 2.4.

As these valuations are only estimates, there may be a significant difference between the amount obtained upon the sale of certain real estate assets and their estimated value, even when they are sold in the months following the end of the reporting period.

In this context, valuations of the Group's real estate assets by the external real estate valuers could vary significantly according to changes in the rate of return, based on observations of the rates prevailing in the real estate market.

in millions of euros Changes in potential yield
Building Market
rental value
Potential
yield
+0.500% +0.375% +0.250% +0.125% 0.000% -0.125% -0.250% -0.375% -0.500%
Europlaza 24.56 5.31% 404.0 410.4 417.2 424.3 432.0 439.7 448.1 456.9 466.3
Arcs de
Seine
23.10 4.82% 405.5 413.1 421.2 429.7 438.8 448.3 458.4 469.3 480.9
Rives de
Bercy
9.64 6.20% 134.9 137.2 139.6 142.0 144.6 147.4 150.2 153.2 156.4
Hanami
campus
10.77 5.35% 150.9 154.2 158.0 161.7 165.8 169.9 174.4 178.9 183.9
Passy
Kennedy
11.75 3.75% 240.0 247.2 255.6 263.8 273.3 282.6 293.5 304.3 316.9
TOTAL 79.82 5.09% 1,335.3 1,362.2 1,391.5 1,421.4 1,454.5 1,487.8 1,524.7 1,562.6 1,604.4
Impact on portfolio value -8.20% -6.35% -4.33% -2.27% 0.00% 2.29% 4.82% 7.43% 10.31%

Sources: CBRE and Cushman & Wakefield.

These data are linked to the market and could therefore change significantly in the current climate. This could have a significant positive or negative impact on the fair value of the Group's real estate assets.

Regarding hedging instruments, which are analyzed in Note 4.7, a change in interest rates would result in the following values:

In thousands of euros

Hedging
instrument
Nominal amount Hedged amount Fixed rate -1% -0.5% Value at June
30, 2021
+0.5% +1%
Cap 15,000 3-month Euribor 2.00%
Swap 25,000 3-month Euribor 0.10% (215) (161) (108) (54) (1)
Cap 148,500 3-month Euribor 0.60% 3 41 248
TOTAL (215) (161) (105) (14) 247

4. Management of financial risks

4.1. RISK RELATED TO REFINANCING

On July 26, 2016, Vitura renegotiated the EUR 405m loan and entered into a new credit agreement authorizing the Group to borrow EUR 525m. The five-year loan consists of two tranches of (i) EUR 445m and (ii) EUR 80m, repayable at maturity on July 26, 2021. The agreement also provides for an optional two‑year extension, subject to compliance with loan-to value and coverage ratios at specific dates. The Group is compliant with these conditions and has exercised the option.

Following the acquisition of Hanami Rueil SCI, the Vitura Group entered into a credit agreement for EUR 100m on December 15, 2016. The agreement provides for a five-year loan, 0.375% of the principal amount of which is repayable at each due date and the remainder on maturity at December 15, 2021. At the date of publication of this interim financial report, negotiations with the lending banks on the terms and conditions of the refinancing of Hanami Rueil SCI are underway. Given the Group's track record negotiating with credit institutions as well as the collateral associated with these loans, Management expects the negotiations to be successful and does not anticipate a significant impact on the company's liquidity risk.

As part of the acquisition of Passy Kennedy, the Vitura Group entered into a credit agreement for EUR 148.5m on December 5, 2018. The agreement provides for a four-year loan with an optional one-year extension, of which 1% of the principal amount is repayable in the third year, 2.5% in the fourth year (and the fifth year if the agreement is extended), and the remainder at maturity.

4.2. RISK RELATED TO THE VALUATION OF REAL ESTATE ASSETS

The Group's real estate portfolio is valued by external real estate valuers. The value of the portfolio depends on the ratio of supply to demand in the property market, a large number of substantially varying factors, and changes in the economic environment.

All of the Group's real estate assets are office buildings with a surface area of between 23,800 and 52,100 sq.m, located in Paris' inner suburbs. A fall in demand for this type of building could adversely affect the Group's earnings, business activities and financial position.

The current economic climate has sparked volatility in real estate prices and values. Consequently, the price obtained if the assets are disposed of in the short term may not be in line with the valuation.

4.3. RISK RELATED TO CHANGES IN MARKET RENT LEVELS FOR OFFICE PREMISES

Market rent levels for office premises and the value of office buildings are strongly influenced by the ratio of supply to demand in the property market. A situation where supply outweighs demand is likely to adversely affect the Group's earnings, business activities, assets and liabilities, and financial position.

4.4. RISK RELATED TO THE REGULATORY FRAMEWORK APPLICABLE TO LEASES

Certain legal provisions applicable to commercial leases, such as public policy regulations governing lease terms and the indexing of rent, can restrict the capacity of property owners to increase rents. In the event of a change in the regulatory framework or the index used, the Group may be exposed to such risks.

4.5. COUNTERPARTY RISK

Group procedures ensure that lease agreements are only entered into with lessees of suitable credit standing.

At the date on which these financial statements were approved for issue, the Group was dependent on four lessees who collectively represented 46.9% of the total rental income collected in 2021 and individually more than 8%. Although the Group's real estate assets could be – and are – leased to many different lessees, financial difficulties experienced by one of these lessees, a request for more favorable lease terms upon renewal, or a decision to terminate their lease, could adversely impact the Group's financial position, earnings and future performance.

4.6. LIQUIDITY RISK

Prudent liquidity risk management involves maintaining sufficient liquidity and short-term investment securities, being able to raise funds based on suitably adapted lines of credit and the ability to unwind market positions.

The Group's loans were taken out with bank pools.

Notes 4.1, 4.7 and 5.26 contain a description of the different credit facilities and the early repayment clauses contained in the credit agreements. The Group complied with its covenants at the most recent due date.

4.7. INTEREST RATE RISK

On July 26, 2016, Vitura refinanced its debt following repayment of the loan taken out on July 26, 2012. The new loan agreement authorized the Group to borrow EUR 525m in two tranches of (i) EUR 445m (tranche A) and (ii) EUR 80m (tranche B).

94% of tranche A is subject to a fixed rate of 1.35% if the occupancy rate is greater than 75%, and 1.50% if it is not. The remaining balance of tranche A (i.e., 6%) is subject to a variable interest rate (6-month Euribor with a floor of 0%) plus a margin of 1.35% if the occupancy rate is greater than 75%, and 1.50% if it is not. The Euribor rate was below 0% between January 1, 2021 andJune 30, 2021.

Tranche B is subject to the same conditions as the portion of tranche A that is subject to a variable rate.

Following the acquisition of Hanami Rueil SCI, the Vitura Group entered into a credit agreement for EUR 100m on December 15, 2016. The loan comprises three tranches: one in an amount of EUR 50m at a fixed rate of 1.52%, including a 1.45% margin, one in an amount of EUR 25m at a variable 3-month Euribor rate with a floor of 0%, and one in an amount of EUR 25m at a variable 3-month Euribor rate with a floor of 0.4%. The two variable-rate tranches also have a 1.45% margin.

As part of the acquisition of Passy Kennedy, CGR Propco SCI entered into a credit agreement for EUR 148.5m on December 5, 2018. The agreement provides for a four-year loan with an optional one-year extension, of which 1% of the principal amount is repayable in the third year, 2.5% in the fourth year (and the fifth year if the agreement is extended), and the remainder at maturity. The loan carries interest at 3-month Euribor plus a spread of 1.20%. Euribor is considered to be zero if the published rate is negative.

At June 30, 2021, the Group held three hedges:

In thousands of euros
Financial institution Société Générale Société Générale Société Générale
Type of hedge Cap Swap Cap
Nominal amount
(in thousands of euros)
15,000 25,000 148,500
Fixed rate 2.00% 0.10% 0.60%
Hedged amount 3-month Euribor 3-month Euribor 3-month Euribor
Start date October 15, 2019 December 15, 2016 December 5, 2018
Maturity December 15, 2021 December 15, 2021 December 5, 2022

5. Notes to the consolidated statement of financial position at June 30, 2021 and to the consolidated statement of comprehensive income for the period then ended

5.1. INVESTMENT PROPERTY

CARRYING AMOUNT OF INVESTMENT PROPERTY

Changes in the carrying amount of investment property can be broken down by building as follows:

In thousands of euros
Rives de Bercy Europlaza Arcs de Seine Hanami campus Passy Kennedy Total
Dec. 31, 2020 143,710 427,720 442,220 168,530 265,990 1,448,170
Increases 191 254 937 226 242 1,848
Indemnity received
Decreases
Disposals
Change in fair value 739 3,996 (4,367) (2,926) 7,028 4,472
June 30, 2021 144,640 431,970 438,790 165,830 273,260 1,454,490

MAIN FAIR VALUE ASSUMPTIONS

The real estate valuers' estimation of the fair value of the buildings at June 30, 2021 is indicated below, along with the information used in the calculation:

Building Estimated value at June 30, 2021
(net of taxes)
Gross leasable area(1)
at June 30, 2021
Annual rent (net of taxes)(2)
In millions of euros % sq.m. % In thousands of
euros
%
Europlaza (1999(3)) 432 29.70% 52,078 27.49% 24,561 30.53%
Arcs de Seine (2000(3)) 439 30.17% 47,222 24.93% 23,096 28.71%
Rives de Bercy (2003(3)) 145 9.94% 31,942 16.86% 11,338 14.09%
Hanami campus (2010/2016(3)) 166 11.40% 34,381 18.15% 10,585 13.16%
Passy Kennedy (2013/2016(3)) 273 18.79% 23,813 12.57% 10,870 13.51%
TOTAL 1,454 100.00% 189,436 100.00% 80,450 100.00%

(1) The gross leasable area includes the surface area of the offices, storage areas and a share of common areas (including any restaurants).

(2) Annual rent includes rent billed to lessees for space occupied as well as market rent for vacant premises at June 30, 2021.

(3) Year of construction or restoration

In light of the nature of the French real estate market and the relative lack of publicly-available data, real estate assets have been categorized within Level 3 of the IFRS 13 fair value hierarchy.

5.2. NON-CURRENT LOANS AND RECEIVABLES

This item can be broken down as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
Security deposits paid 64 33 34
Lease incentives (non-current
portion)
15,266 17,747 20,186
Non-current loans and
receivables
15,330 17,780 20,220

Non-current lease incentives correspond to the non-current portion of rent-free periods, rent discounts and lease premiums paid to lessees recognized over the non-cancelable term of the lease in accordance with the accounting policies stated in Note 2.11.

5.3. TRADE ACCOUNTS RECEIVABLE

This item can be broken down as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
Trade accounts receivable 17,491 11,474 14,595
Impairment of trade accounts
receivable
Trade accounts receivable, net 17,491 11,474 14,595

5.4. OTHER OPERATING RECEIVABLES

This item can be broken down as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
Lease incentives (current portion) 8,967 8,494 7,014
VAT 2,306 1,983 2,581
Taxes
Supplier accounts in debit and
other receivables
1,797 809 3,167
Liquidity account/treasury shares 251 172 194
Other operating receivables 13,321 11,459 12,955

5.5. CASH ANDCASH EQUIVALENTS

"Cash and cash equivalents" comprises either bank account balances or risk-free bank deposits that may be considered as cash equivalents.

Current bank account balances recorded in this caption represent EUR 40,087k.

5.6. AGING ANALYSIS OF RECEIVABLES

The aging analysis of receivables at June 30, 2021 is as follows:

In thousands of euros

Receivables
(net of impairment)
Receivables
not yet due
(net of impairment)
Receivables
past due
(net of impairment)
o/w receivables
less than 6 months
past due
o/w receivables
more than 6 months
and
less than 1 year
past due
o/w receivables
more than 1 year
past due
June 30, 2021
Non-current receivables
Non-current loans and receivables 15,330 15,330
Total non-current receivables 15,330 15,330
Current receivables
Trade accounts receivable(1) 17,491 14,339 3,152 3,381 (210) (20)
Other operating receivables 13,321 13,321
Prepaid expenses 239 239
Total current receivables 31,051 27,899 3,152 3,381 (210) (20)
Total receivables 46,381 43,229 3,152 3,381 (210) (20)
(1) The amount of trade accounts receivable pledged as collateral for loans and borrowings stood at EUR 17,491k at June 30, 2021 and is detailed in Note 5.26.

The aging analysis of receivables at December 31, 2020 was as follows:

In thousands of euros

Receivables
(net of impairment)
Receivables
not yet due
(net of impairment)
Receivables
past due
(net of impairment)
o/w receivables
less than 6 months
past due
o/w receivables
more than 6 months
and
less than 1 year
past due
o/w receivables
more than 1 year
past due
Dec. 31, 2020
Non-current receivables
Non-current loans and receivables 17,780 17,780
Total non-current receivables 17,780 17,780
Current receivables
Trade accounts receivable(1) 11,474 9,925 1,549 1,044 494 11
Other operating receivables 11,459 11,459
Prepaid expenses 366 366
Total current receivables 23,299 21,750 1,549 1,044 494 11
Total receivables 41,079 39,530 1,549 1,044 494 11

(1) The amount of trade accounts receivable pledged as collateral for loans and borrowings amounted to EUR 11,474k at December 31, 2020 and is detailed in Note 5.26.

5.7. FAIR VALUE OF FINANCIAL ASSETS

The fair value of financial assets at June 30, 2021 can be analyzed as follows:

In thousands of euros

June 30, 2021 Dec. 31, 2020 June 30, 2020 Fair value
Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value hierarchy(2)
Interest rate cap(1) 3 3 8 8 38 38 Level 2
Total non-current
assets
3 3 8 8 38 38

(1) Derivative financial instruments.

(2) Classification under IFRS 13 (see Note 2.4).

The characteristics of non-current assets are described in Notes 4.7 and 5.12.

The fair value of financial assets, which primarily comprise receivables, corresponds to their carrying amount.

5.8. FINANCIAL ASSETS AND LIABILITIES

The table below presents a summary of financial assets and liabilities:

In thousands of euros
Summary of financial assets and liabilities June 30, 2021 Dec. 31, 2020 June 30, 2020
Financial assets at fair value through profit or loss 3 8 38
Loans and receivables
Non-current loans and receivables 15,330 17,780 20,220
Current receivables 30,813 22,933 27,550
Cash and cash equivalents 40,087 62,836 47,062
Total financial assets 86,233 103,557 94,870
Financial liabilities at fair value through profit or loss 718 658 637
Financial liabilities measured at amortized cost
Non-current liabilities 677,584 679,907 775,000
Current liabilities 121,416 115,793 31,218
Total financial liabilities 799,719 796,358 806,855

5.9. CHANGES IN IMPAIRMENT OF FINANCIAL ASSETS

No impairment was recognized against financial assets in the period.

5.10. CONSOLIDATED EQUITY

Composition of and changes in shareholders' equity

In thousands of euros

Number of shares Par value of shares Share capital Legal reserve and
additional paid-in
capital
Consolidated
reserves and
retained earnings
Total
in euros in thousands of
euros
in thousands of
euros
in thousands of
euros
in thousands of
euros
Shareholders' equity at Dec. 31, 2020 15,906,440 4 60,444 74,206 599,667 734,317
Dividends paid (31,813) 43 (31,770)
Reduction in the legal reserve(1) (1,259) 1,259
Other comprehensive income
Interim dividend
Net income for the period
20,838
20,838
Capital increase by increasing par value
Capital reduction by reducing par value
Change in treasury shares held (366) (366)
Shareholders' equity at June 30, 2021 15,906,440 4 60,444 41,134 621,442 723,020
(1) The General Shareholders' Meeting decided to allocate a portion of the net loss for the year ending December 31, 2020 to the legal reserve.

Treasury shares

in euros (except number of shares)

Amount at June 30, 2021 Amount at Dec. 31, 2020 Amount at June 30, 2020
Acquisition cost 924,266 552,109 560,011
Number of treasury shares at reporting date 26,084 16,343 14,004

5.11. BORROWINGS

The maturity schedule of loans taken out by the Group, valued at amortized cost less transaction costs, is as follows:

In thousands of euros

Bank
loan
Due in
1 year
or less
Due in 1
to 2 years
Due in 2
to 5 years
Due in
more
than
5 years
Current and non-current
bank borrowings
- Fixed rate 463,328 46,813 416,515
- Variable rate 303,055 49,411 3,712 249,931
Accrued interest not yet
due
2,216 2,216
Bank fees deferred at
effective interest rate
(979) (468) (359) (151)
Total at June 30, 2021 767,619 97,971 3,353 666,295

At June 30, 2021, the Group was compliant with its bank covenants. The loan-to-value ratio stood at 52.6%, and the interest coverage ratio at 357%.

The loan characteristics are described in Notes 4.1 and 4.7.

5.12. FINANCIAL INSTRUMENTS

The table below presents a summary of financial instruments:

In thousands of euros

June 30,
2021
Dec. 31,
2020
Interest rate cap 3 8
Assets 3 8
Share subscription warrants 644 502
Interest rate swap 74 156
Liabilities 718 658

The characteristics of the cap and swap agreements are described inNote 4.7.

The share subscription warrants and the swap are considered to be derivative financial instruments and are measured at fair value at the end of each reporting period with any gains or losses recognized in income (see Note 2.5).

On April 14, 2016, Vitura issued 865,000 share subscription warrants to Northwood Investors France Asset Management SAS at a unit price of EUR 0.01. These warrants were subscribed in a total amount of EUR 8,650 at April 22, 2016. A total of 303,672 warrants were exercised in March 2019. The remaining warrants must be exercised no later than June 30, 2022. The holder may not subscribe to new shares by exercising share subscription warrants if doing so would result in a shareholder, acting alone or in concert, holding directly or indirectly 60% or more of the Company's share capital or voting rights.

Each share subscription warrant entitles the holder to subscribe for 1.005 new shares of the Company. The subscription price for one share will be calculated based on the volume-weighted average share price during the 20 trading days prior to the exercise date.

5.13. FAIR VALUE OF FINANCIAL LIABILITIES

The fair value of financial liabilities at June 30, 2021 can be analyzed as follows:

In thousands of euros
June 30, 2021 Dec. 31, 2020 June 30, 2020 Fair value
hierarchy(2)
Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value
Borrowings(3) 765,403 766,696 765,930 769,535 765,617 770,647 Level 2
Interest rate swap(1) 74 74 156 156 208 208 Level 2
Share subscription
warrants(1)
644 644 502 502 429 429 Level 1
Total liabilities 766,121 767,414 766,588 770,193 766,254 771,284

(1) Derivative financial instruments.

(2) Classification under IFRS 13 (see Note 2.4).

(3) Excluding accrued interest not yet due.

The characteristics of liabilities are described in Note 4.7 and Note 5.12.

There was no difference between the carrying amounts and fair values of financial liabilities other than those mentioned above.

5.14. OTHER NON-CURRENT BORROWINGS AND DEBT

This caption mainly consists of security deposits paid by lessees, which are recorded as non-current borrowings and debt based on the assumption that lessees will seek to renew their leases if they expire within the next 12 months.

5.15. OTHER OPERATING LIABILITIES

These can be broken down as follows:

In thousands of euros

June 30, 2021 Dec. 31, 2020 June 30, 2020
Personnel 90 107 59
Directors' fees 85 85
Accrued VAT, other taxes and social security charges(1) 7,952 3,388 8,714
Accrued rental expenses rebilled to lessees 1,139 1,102
Advance payments by lessees 1,533 1,957 1,748
Miscellaneous 11 (19) 60
Other operating liabilities 9,671 6,572 11,767
Amounts due to fixed asset suppliers 936 2,344 659
Amounts due to fixed asset suppliers 936 2,344 659
Other liabilities 10,607 8,917 12,427

(1) Including IFRIC 21 at June 30.

"Accrued rental expenses rebilled to lessees" corresponded to the balance of lessees' contributions to the financing of large items of shared equipment.

5.16. MATURITY SCHEDULE FOR LIABILITIES WITH UNDISCOUNTED CONTRACTUAL VALUES

The maturity schedule for liabilities with undiscounted contractual values is as follows:

In thousands of euros

Carrying amount at Undiscounted Undiscounted contractual value Due in more than 5
June 30, 2021 contractual value Due in 1 year or less Due in more than 1 year
but less than 5 years
years
Non-current liabilities
Non-current borrowings 669,648 670,159 670,159
Other non-current borrowings and debt(1) 7,936 7,936 7,936
Total non-current liabilities 677,584 678,095 670,159 7,936
Current liabilities
Current borrowings 97,971 98,439 98,439
Trade accounts payable 12,838 12,838 12,838
Other operating liabilities 10,607 10,607 10,607
Other financial liabilities(2) 718 718 718
Total current liabilities 122,134 122,603 122,603

(1) Other non-current borrowings and debt correspond to security deposits paid by lessees. Their maturity date is more than five years because it is the Group's policy to extend leases when they expire.

(2) Other financial liabilities correspond to share subscription warrants, which must be exercised no later than June 30, 2022, and the swap described in Note 4.7 and Note 5.12.

5.17. PREPAID REVENUE

Prepaid revenue consists of rents billed in advance for the third quarter of 2021.

5.18. RENTAL INCOME

Including the impact of lease incentives, rental income can be broken down by building as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
6 months 12 months 6 months
Europlaza 8,515 16,164 7,545
Arcs de Seine 6,853 16,403 8,666
Rives de Bercy 5,281 10,597 5,298
Hanami campus 4,385 9,777 5,014
Passy Kennedy 5,036 10,091 5,045
30,070 63,032 31,567

Invoiced rent amounted to EUR 30,070k, corresponding to IFRS rental income (EUR 35,727k) less lease incentives (EUR 5,657k).

5.19. INCOME FROM OTHER SERVICES

Income from other services can be analyzed as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
6 months 12 months
June 30,
2020
6 months
Rental expenses and maintenance rebilled
to lessees
5,305 11,213 5,523
Real estate taxes rebilled to lessees 6,800 7,256 7,269
Other amounts rebilled to lessees and
miscellaneous income
313 353 293
Indemnities 2,040 2,937 34
Miscellaneous income 28 86 92
Income from other services 14,486 21,845 13,211

5.20. BUILDING-RELATED COSTS

These can be broken down as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
6 months 12 months 6 months
Rental expenses 5,477 11,029 5,559
Taxes 7,029 7,436 7,387
Fees 313 1,106 573
Maintenance costs 68 4
Rental expenses and tax on vacant premises 1,658 1,871 1,184
Other expenses 37 43 9
Building-related costs 14,514 21,552 14,717

5.21. ADMINISTRATIVE COSTS

Administrative costs break down as follows:

In thousands of euros
June 30, 2021 First-half 2020
Administrative expenses 2,095 1,774
Advisory fee 2,720 2,688
Incentive fee 2,500 2,533
Administrative costs 7,315 6,995

The advisory and incentive fees are determined under the asset management agreement with Northwood Investors Asset Management SAS.

In particular, incentive fees are calculated based on changes in the Group's net asset value.

5.22. OTHER OPERATING INCOME AND EXPENSES

At June 30, 2021, other operating expenses mainly correspond to changes in the fair value of the share subscription warrants described in Note 5.12.

5.23. NET FINANCIAL EXPENSE

Financial income and expenses can be broken down as follows:

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
6 months 12 months 6 months
Financial income 191 230
Financial expenses (6,405) (13,042) (6,362)
Net financial expense (6,214) (12,812) (6,362)

Financial expenses primarily comprise interest expenses and charges on bank borrowings, in an amount of EUR 6,296k.

5.24. CORPORATE INCOME TAX AND TAX PROOF

All consolidated entities contributing to consolidated income fall under the SIIC tax regime for listed real estate investment companies or the SPPICAV tax regime for companies investing predominantly in real estate with a variable share capital, and are not liable for corporate income tax in respect of their property rental activities.

5.25. EARNINGS PER SHARE

Earnings per share is calculated by dividing consolidated net income attributable to owners of Vitura by the number of ordinary shares net of treasury shares at June 30, 2021, i.e., EUR 1.31.

Pursuant to IAS 33, the potential shares (warrants) were considered to be dilutive at June 30, 2021. Diluted earnings per share came out at EUR 1.28.

In thousands of euros

June 30,
2021
6 months
Dec. 31,
2020
12 months
June 30,
2020
6 months
Net attributable income
(in thousands of euros)
20,838 16,094 8,945
Weighted average number of shares
before dilution
15,882,481 15,892,045 15,893,038
Earnings per share (in euros) 1.31 1.01 0.56
Net attributable income, including impact
of dilutive shares (in thousands of euros)
20,981 16,142 8,921
Weighted average number of shares
after dilution
16,446,616 16,456,180 16,457,173
Diluted earnings per share (in euros) 1.28 0.98 0.54

5.26. OFF-BALANCE SHEET COMMITMENTS AND SECURITY PROVIDED

All material commitments are listed below. The Group had not entered into any complex commitments at the end of the reporting period.

COMMITMENTS GIVEN

In thousands of euros

June 30,
2021
Dec. 31,
2020
Maturity 6 months 12 months
Commitments linked to the consolidated
group
Equity interest purchase commitments
Commitments given within the scope of
specific transactions
Off-balance sheet commitments linked to
Company borrowings
Financial guarantees (of which mortgages
and lender's lien)(1)
From 2021
to 2023
768,598 770,088
Off-balance sheet commitments linked to
the issuer's operating activities
Other contractual commitments received
in relation to the Company's activities
Assets received as collateral, mortgages or
pledges, and security deposits received
(1) Balance of loans and drawn-on credit lines guaranteed by mortgages.

ADVISORY SERVICES AGREEMENTS

Under the Advisory Services Agreement entered into by Northwood Investors France Asset Management SAS (the "Advisor") and Prothin, effective January 1, 2016 for an initial term of six years and amended on December 23, 2016 (the "Prothin ASA"), an incentive fee is paid to encourage the Advisor to create value for the shareholders ("Value Growth").

Value Growth is determined on the basis of growth in the Group's EPRA NNNAV over a period of three years adjusted upwards for dividend distributions and downwards for capital increases made over that period (the calculation only includes the proportion of net asset value that Prothin represents relative to that of Vitura and its subsidiaries or affiliates). The incentive fee is equal to a maximum of 10% of Value Growth, provided that an annualized IRR of at least 6% is achieved (the "Initial Hurdle"). A catch-up clause divides the proportion of Value Growth in excess of the Initial Hurdle equally between the Advisor and Prothin until the point that the incentive fee reaches 10% of Value Growth. Beyond that hurdle, the total incentive fee is 10% of Value Growth.

On December 23, 2016, Northwood Investors France Asset Management SAS (the "Advisor") and Hanami Rueil SCI entered into an advisory services agreement, effective December 23, 2016 for an initial term of six years (the "Hanami Rueil SCI ASA") along the same lines as the Prothin ASA.

On December 5, 2018, Northwood Investors France Asset Management SAS (the "Advisor") and CGR Propco SCI entered into an Advisory Services Agreement, effective December 5, 2018 for an initial term of six years (the "CGR Propco SCI ASA") along the same lines as the Prothin ASA.

The abovementioned agreements will be renewed on expiry. At the date of publication of this report, the terms of the agreements were being negotiated.

The impact of the incentive fee on the financial statements is presented in Note 5.21.

COMMITMENTS RECEIVED

In thousands of euros

June 30,
2021
Dec. 31,
2020
Main characteristics Maturity 6 months 12 months
Commitments linked to the consolidated
group
Equity interest purchase commitments
Commitments given within the scope of
specific transactions
Off-balance sheet commitments linked to
Company borrowings
Financial guarantees received
Off-balance sheet commitments linked to
the issuer's operating activities
Other contractual commitments received
in relation to the Company's activities
Assets received as collateral, mortgages or
pledges, and security deposits received
15,983 16,201

Minimum guaranteed rental income from current operating leases

At June 30, 2021, the minimum annual rental income (excluding VAT, rebilling of taxes and expenses, and rent decreases agreed after the end of the half-year reporting period) due to the Group until the earliest possible termination dates of the different operating leases was as follows:

In thousands of euros

Future minimum annual rental income
June 30, 2021 Dec. 31, 2020 June 30, 2020
2021 58,994 64,796 54,902
2022 49,936 45,158 34,152
2023 35,585 34,391 23,977
2024 23,093 21,756 17,768
2025 19,587 19,419 17,203
2026 17,363 17,192 15,695
2027 12,012 11,949 13,403
2028 4,747 4,758 6,976
2029 6,185 6,185 5,997
2030 5,950 5,950 5,992
2031 5,950 5,950

These rents represent amounts to be invoiced, excluding the impact of staggering lease incentives with respect to earlier periods.

5.27. TRANSACTIONS WITH RELATED PARTIES

TRANSACTIONS WITH RELATED COMPANIES

Transactions with related parties mainly comprise the asset management agreements entered into with Northwood Investors France Asset Management SAS.

On April 14, 2016, Vitura issued 865,000 share subscription warrants to Northwood Investors France Asset Management SAS at a unit price of EUR 0.01. These warrants were subscribed in a total amount of EUR 8,650 at April 22, 2016. A total of 303,672 warrants were exercised in March 2019. The remaining warrants must be exercised no later than June 30, 2022. The holder may not subscribe to new shares by exercising share subscription warrants if doing so would result in a shareholder, acting alone or in concert, holding directly or indirectly 60% or more of the Company's share capital or voting rights.

Each share subscription warrant entitles the holder to subscribe for 1.005 new shares of the Company. The subscription price for one share will be calculated based on the volume-weighted average share price during the 20 trading days prior to the exercise date.

In thousands of euros

June 30,
2021
Dec. 31,
2020
June 30,
2020
6 months 12 months 6 months
Impact on operating income
Administrative costs: asset management
and advisory fees
2,720 5,383 2,688
Administrative costs: incentive fee 2,500 2,533
Impact on net financial expense
Financial expenses
Total impact on income statement 5,220 5,383 5,221
Impact on assets
Prepaid expenses
Other operating receivables
Total impact on assets
Impact on liabilities
Non-current borrowings
Trade accounts payable 9,073 6,073 9,113
Total impact on liabilities 9,073 6,073 9,113

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Key management personnel are the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors.

Compensation of the Chairman of the Board of Directors

The Chairman of the Board of Directors does not receive any compensation.

Compensation of the Chief Executive Officer

The Chief Executive Officer does not receive any compensation.

Other commitments

The Company has not entered into any other agreement to pay severance indemnities to senior executives or employees in the event of their resignation or dismissal without just cause, or in the event of a public offer for the Company's shares.

Corporate officer compensation

Directors' compensation of EUR 195k was paid for 2020.

Directors' compensation of a maximum amount of EUR 240k has been allocated for 2021.

Loans and securities granted to or on behalf of executives None.

Transactions entered into with executives None.

Entities having key management personnel in common with the Group

The Group has key management personnel in common with Northwood Investors, Some of whom are directors.

5.28. PERSONNEL

At June 30, 2021, the Group had four employees compared to three employees at December 31, 2020.

5.29. STATUTORY AUDITORS

The Statutory Auditors are:

KPMG Audit FS I

Tour Eqho 2, avenue Gambetta 92066 Paris-La Défense Cedex Tenure renewed: at the Ordinary and Extraordinary Shareholders' Meeting of April 20, 2017.

Denjean & Associés

35, avenue Victor Hugo 75116 Paris Tenure renewed: at the Ordinary and Extraordinary Shareholders' Meeting of April 20, 2017.

Fees paid to the Statutory Auditors for the six-month period ended June 30, 2021:

In thousands of euros

Amount %
June 30,
2020
June 30,
2021
June 30,
2020
95
76 47 49
75 46 46
10 7 5
7 7 5
2
160 100 100
151 (excl. tax)
93

(1) Fees linked to non-audit services, provided at the request of the entity and required by law and regulations, relate to the voluntary review of the non-financial information statement (NFIS).

5.30. SUBSEQUENT EVENTS

None.

6. Statutory Auditors' report

KPMG Audit FS I

Tour Eqho 2, avenue Gambetta CS 60055 92066 Paris-La Défense Cedex

Vitura SA Registered office: 42, rue de Bassano, 75008 Paris Share capital: €60,444,472

STATUTORY AUDITORS' REVIEW REPORT ON THE 2021 INTERIM FINANCIAL INFORMATION

Six-month period ended June 30, 2021

This is a free translation into English of the Statutory Auditors' report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your General Shareholders' Meeting and in accordance with the requirements of Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:

• the review of the accompanying interim consolidated financial statements of Vitura for the six months ended June 30, 2021;

• the verification of the information contained in the interim activity report.

Due to the global crisis related to the Covid-19 pandemic, the interim consolidated financial statements have been prepared and reviewed under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies' internal organization and the performance of our work.

These interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

I -CONCLUSION ON THE FINANCIAL STATEMENTS

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements have not been prepared, in all material respects, in accordance with International Financial Reporting Standards as adopted by the European Union, or that they do not give a true and fair view of the assets, financial position and results of the Company and all companies included in the consolidation scope.

II -SPECIFIC VERIFICATION

We have also verified the information given in the interim activity report on the interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and its consistency with the interim consolidated financial statements.

Paris-La Défense, July 27, 2021

KPMG Audit FS I

Régis Chemouny

Partner

Paris, July 27, 2021

Denjean & Associés

Céline Kien Partner

Denjean & Associés 35, avenue Victor Hugo 75016 Paris - France

Talk to a Data Expert

Have a question? We'll get back to you promptly.