Quarterly Report • Sep 13, 2023
Quarterly Report
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SIX-MONTH PERIOD ENDED JUNE 30, 2023
| 1 | \ | Statement by the person responsible for the 2023 interim financial report |
4 |
|---|---|---|---|
| 2 | \ | Interim activity report |
5 |
| 3 | \ | Interim consolidated financial statements (for the six‑month period ended June 30, 2023) |
9 |
| 4 | \ | Statutory Auditors' report | 34 |
A French société anonyme (joint-stock corporation) with share capital of EUR 64,933,290 Registered office: 42, rue de Bassano, 75008 Paris 422 800 029 RCS Paris SIRET No. 422 800 029 00031
(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, 2023 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.fr
"I certify that, to my knowledge, the complete consolidated financial statements for the six-month period ended June 30, 2023 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, September 12, 2023
Jérôme Anselme Chief Executive Officer
The first half of 2023 was a source of uncertainty on real estate markets, marked by continued high inflation, rising interest rates and the war in Ukraine. The Group's financial position and earnings remain secure despite this environment, thanks to its high quality tenants, which are mainly large corporates with solid profiles. True to its responsible approach, Vitura renovates each vacated space to keep up with the latest functional, technical and design standards. Private office space is rendered increasingly flexible and shared areas serve as fully fledged work spaces, better suited to interaction, living and creativity, with new amenities on offer. All of this is designed to perfectly match the newer generations' ways of living and working, while preserving the properties' appeal and estimated rental values.
Among Vitura's buildings in use, Europlaza in La Défense and Arcs de Seine in Boulogne Billancourt have proven highly attractive, with 11,000 sq.m let in first-half 2023 and Arcs de Seine being the only property in the Southern River Bend with a lease transaction exceeding 5,000 sq.m.
Vitura's properties provide a standout user experience thanks to the wide range and quality of amenities they offer, the emphasis placed on low-carbon mobility, the building communities that foster tenant relationships, and the wealth of private green spaces.
At June 30, 2023, the portfolio value stood at EUR 1,436 million, down 4.6% compared with the previous valuation (EUR 1,506 million at December 31, 2022).
The portfolio's overall occupancy rate for buildings in use(1) stood at 84% at the period-end including leases signed taking effect after June 30, 2023.
The occupancy rates for properties in use were as follows:
| June 30, 2023 | Europlaza | Arcs de Seine |
Hanami campus |
Passy Kennedy |
Office Kennedy |
Total(1) |
|---|---|---|---|---|---|---|
| Occupancy rate including leases signed taking effect after June 30, 2023 |
88% | 91% | 85% | 57% | 100% | 84% |
(1) Buildings in use exclude Rives de Bercy, which is undergoing redevelopment work.
Excluding these leases, the occupancy rate for the portfolio as a whole was 66% at June 30, 2023, compared with 75% one year earlier, breaking down by property as follows:
| June 30, 2023 | Europlaza | Arcs de Seine |
Rives de Bercy |
Hanami campus |
Passy Kennedy |
Office Kennedy |
Total |
|---|---|---|---|---|---|---|---|
| Occupancy rate including leases signed taking effect after June 30, 2023 |
84% | 69% | 0% | 85% | 70% | 100% | 66% |
In millions of euros
Net debt stood at EUR 813 million at June 30, 2023, compared with EUR 810 million at December 31, 2022.
| Group company |
Financed assets |
Partner banks | Initial principal amount |
Repayment terms | Date of agreement |
Maturity | Extension option | Other information |
|---|---|---|---|---|---|---|---|---|
| Prothin SAS | Europlaza Arcs de Seine Rives de Bercy |
Aareal Bank AG, Natixis and Natixis Pfandbriefbank AG |
525,000,000 | Repayment at maturity | July 26, 2016 | July 15, 2026 | N/A | - Mandatory early repayment in the event of a change in control of Prothin and/or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount; - Extension of the agreement signed in November 2021. |
| Hanami Rueil SCI | Hanami campus |
Banque Postale Crédit Entreprises and Société Générale |
94,000,000 | Repayment at maturity | Dec. 15, 2016 | June 14, 2025 | Two one-year extension options |
- Mandatory early repayment in the event of a change in control of Hanami Rueil and/ or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount; - Extension of the agreement signed in June 2022. |
| CGR Propco SCI | Passy Kennedy |
Société Générale | 148,500,000 | Staggered repayment from year three (of between 1% and 2.5% of the nominal amount per year), balance repayable at maturity |
Dec. 5, 2018 | Dec. 5, 2023 | One-year extension option. The Company exercised its option to extend the maturity date to December 5, 2023 |
- Mandatory early repayment in the event of a change in control of CGR Propco and/ or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount. |
| Office Kennedy SCI |
Office Kennedy |
Société Générale | 65,600,000 | Staggered repayment from year five (of 3% of the nominal amount per year) and balance repayable at maturity |
Oct. 19, 2021 | Oct. 19, 2028 | N/A | - Mandatory early repayment in the event of a change in control of Office Kennedy and/or Vitura; - Early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount of 0.75% of the nominal amount, for all repayments made between the 13th month following the Date of Signature (inclusive) and the 24th month following the Date of Signature (inclusive); - No early repayment indemnity is due after the end of the 24th month following the Date of Signature. |
At the date of publication of this report, negotiations are underway with banks for the refinancing of CGR Propco 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.
The gross nominal amount of loans guaranteed by real security interests (contractual mortgages, lender's liens, mortgage undertakings) amounted to EUR 825 million at June 30, 2023 (EUR 827 million at end-2022).
At June 30, 2023, the total amount of secured loans represented 57.4% of the total value of the portfolio, versus 54.9% at December 31, 2022, compared with a maximum authorized limit ranging from 65% to 75% in the various loan agreements.
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 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).
Vitura's financial position at June 30, 2023 satisfied the various limits that could affect the conditions set out in the different credit agreements entered into by Group entities relating to interest and early repayment clauses.
The table below presents the main covenants set out in the credit agreements. According to their credit agreements, the loan-to-value ratios of Prothin, Hanami Rueil SCI, CGR Propco SCI and Office Kennedy SCI must not exceed 65%, 65%, 75% and 75% respectively. According to their credit agreements, the interest coverage ratios of Prothin, Hanami Rueil SCI and CGR Propco SCI must not fall below 150%, 150% and 125% respectively.
The consolidated covenants are as follows:
| June 30, 2023 |
Dec. 31, 2022 |
June 30, 2022 |
|
|---|---|---|---|
| LOAN-TO-VALUE RATIO | |||
| Bank borrowings(1)/Market value of real estate assets excluding transfer duties(2) |
57.4% | 54.9% | 52.9% |
| INTEREST COVERAGE RATIO | |||
| Rental income for the reference period(3)/ interest expenses(4) |
182% | 193% | 230% |
(1) Non-current borrowings are presented in Note 5.11.
(2) Net asset value is presented in Note 5.1.
Vitura's policy is to hedge its interest rate risk. At June 30, 2023, 100% of the Group's debt was hedged using interest rate caps at an average rate of 0.7%.
There are no plans to put in place other investment financing with respect to which the management bodies have made firm commitments.
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.
| In thousands of euros, except per share data | First-half 2023 |
Full-year 2022 |
First-half 2022 |
|---|---|---|---|
| Net income (loss) under IFRS | (79,443) | (4,183) | 34,728 |
| Adjustment for changes in fair value of investment property |
83,924 | 66,653 | (6,248) |
| Other adjustments for changes in fair value | 3,842 | (48,379) | (19,682) |
| Adjustment for other fees | - | - | - |
| EPRA earnings | 8,323 | 14,091 | 8,798 |
| EPRA earnings per share | 0.5 | 0.8 | 0.5 |
| Adjustment for rent-free periods | (1,610) | 3,557 | 2,527 |
| Adjustment for deferred finance costs | 1,119 | 2,075 | 956 |
| Vitura recurring cash flow | 7,832 | 19,722 | 12,280 |
In accordance with the Best Practices Recommendations (BPR) Guidelines published by EPRA in October 2020, the way in which the Company measures net asset value (NAV) has been revised under various scenarios. There are now three different NAV metrics:
| June 30, 2023 | Dec. 31, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands of euros, except per share data | EPRA NRV |
EPRA NTA |
EPRA NDV |
EPRA NAV |
EPRA NNNAV |
EPRA NRV |
EPRA NTA |
EPRA NDV |
EPRA NAV |
EPRA NNNAV |
|
| Shareholders' equity under IFRS | 672,358 | 672,358 | 672,358 | 672,358 | 672,358 | 755,438 | 755,438 | 755,438 | 755,438 | 755,438 | |
| Portion of rent-free periods | (16,689) | (16,689) | (16,689) | (16,689) | (16,689) | (18,129) | (18,129) | (18,129) | (18,129) | (18,129) | |
| Elimination of fair value of share subscription warrants |
- | - | - | - | - | - | - | - | - | - | |
| Fair value of diluted NAV | 655,669 | 655,669 | 655,669 | 655,669 | 655,669 | 737,309 | 737,309 | 737,309 | 737,309 | 737,309 | |
| Market value of financial instruments | (49,414) | (49,414) | - | (49,414) | - | (53,257) | (53,257) | - | (53,257) | - | |
| Fair value of fixed-rate borrowings | - | - | (6,929) | - | (6,929) | - | - | (7,388) | - | (7,388) | |
| Transfer duties | 107,721 | 63,412 | - | - | - | 143,087 | 71,660 | - | - | - | |
| NAV | 713,976 | 669,667 | 648,740 | 606,255 | 648,740 | 827,139 | 755,712 | 729,921 | 684,052 | 729,921 | |
| Number of shares (excl. treasury shares) | 17,051,270 | 17,051,270 | 17,051,270 | 17,051,270 | 17,051,270 | 17,053,944 | 17,053,944 | 17,053,944 | 17,053,944 | 17,053,944 | |
| NAV per share | 41.9 | 39.3 | 38.1 | 35.6 | 38.1 | 48.5 | 44.3 | 42.8 | 40.1 | 42.8 |
None.
(for the six‑month period ended June 30, 2023)
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | ||
|---|---|---|---|---|
| In thousands of euros, except per share data | Notes | 6 months | 12 months | 6 months |
| Rental income | 5.18 | 25,639 | 54,047 | 26,855 |
| Income from other services | 5.19 | 17,156 | 23,975 | 12,453 |
| Building-related costs | 5.20 | (17,048) | (28,646) | (16,857) |
| Net rental income | 25,748 | 49,377 | 22,451 | |
| Sale of building | ||||
| Administrative costs | 5.21 | (4,659) | (8,817) | (4,160) |
| Depreciation, amortization and impairment | (368) | - | - | |
| Other operating expenses | - | (10) | (6) | |
| Other operating income | 1 | 453 | 453 | |
| Total change in fair value of investment property | 5.1 | (83,924) | (66,653) | 6,248 |
| Net operating income (expense) | (63,204) | (25,651) | 24,986 | |
| Financial income | 7,410 | 48,863 | 19,235 | |
| Financial expenses | (23,651) | (27,396) | (9,494) | |
| Net financial income (expense) | 5.22 | (16,240) | 21,467 | 9,741 |
| Corporate income tax | 5.23 | |||
| CONSOLIDATED NET INCOME (EXPENSE) | (79,443) | (4,183) | 34,728 | |
| TOTAL COMPREHENSIVE INCOME (EXPENSE) | (79,443) | (4,183) | 34,728 | |
| of which attributable to owners of the Company | (79,443) | (4,183) | 34,728 | |
| of which attributable to non-controlling interests | ||||
| Basic earnings (loss) per share (in euros) | 5.24 | (4.66) | (0.25) | 2.05 |
| Diluted earnings (loss) per share (in euros) | 5.24 | (4.66) | (0.25) | 2.05 |
| In thousands of euros | Notes | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|---|
| Non-current assets | ||||
| Property, plant and equipment | 3 | 7 | 11 | |
| Investment property | 5.1 | 1,436,300 | 1,506,480 | 1,568,050 |
| Non-current loans and receivables | 5.2 | 13,000 | 11,254 | 15,405 |
| Financial instruments | 5.12 | 47,958 | 50,487 | 24,559 |
| Total non-current assets | 1,497,261 | 1,568,228 | 1,608,024 | |
| Current assets | ||||
| Trade accounts receivable | 5.3 | 16,473 | 19,412 | 15,585 |
| Other operating receivables | 5.4 | 13,912 | 17,237 | 12,731 |
| Prepaid expenses | 286 | 463 | 227 | |
| Total receivables | 30,672 | 37,112 | 28,543 | |
| Financial instruments | 5.12 | 5,636 | 3,699 | - |
| Cash and cash equivalents | 5.5 | 15,053 | 15,167 | 29,850 |
| Total current assets | 51,361 | 55,978 | 58,392 | |
| TOTAL ASSETS | 1,548,621 | 1,624,207 | 1,666,416 | |
| Shareholders' equity | ||||
| Share capital | 64,933 | 64,933 | 64,933 | |
| Legal reserve and additional paid-in capital | 60,047 | 60,047 | 60,046 | |
| Consolidated reserves and retained earnings | 626,822 | 634,642 | 634,752 | |
| Net attributable income (loss) | (79,443) | (4,183) | 34,728 | |
| Total shareholders' equity | 5.10 | 672,358 | 755,438 | 794,459 |
| Non-current liabilities | ||||
| Non-current borrowings | 5.11 | 670,409 | 679,873 | 678,936 |
| Other non-current borrowings and debt | 5.14 | 10,461 | 10,541 | 9,936 |
| Total non-current liabilities | 680,870 | 690,414 | 688,872 | |
| Current liabilities | ||||
| Current borrowings | 5.11 | 157,574 | 144,974 | 145,898 |
| Trade accounts payable | 5.16 | 6,438 | 7,124 | 7,555 |
| Other operating liabilities | 5.15 | 14,801 | 9,424 | 12,560 |
| Prepaid revenue | 5.17 | 16,580 | 16,833 | 17,072 |
| Total current liabilities | 195,393 | 178,354 | 183,085 | |
| Total liabilities | 876,263 | 868,768 | 871,957 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1,548,621 | 1,624,207 | 1,666,416 |
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Consolidated net income (loss) | (79,443) | (4,183) | 34,728 |
| Elimination of items related to the valuation of buildings: | - | - | - |
| Fair value adjustments to investment property | 83,924 | 66,653 | (6,248) |
| Elimination of other income/expense items with no cash impact: | - | - | - |
| Depreciation of property, plant and equipment (excluding investment property) | 3 | 10 | 6 |
| Fair value of financial instruments (share subscription warrants, interest rate caps and swaps) |
593 | (49,310) | (19,682) |
| Adjustments for loans at amortized cost | 1,119 | 2,069 | 956 |
| Contingency and loss provisions | - | - | - |
| Corporate income tax | - | - | - |
| Cash flows from operations before tax and changes in working capital requirements | 6,196 | 15,238 | 9,760 |
| Other changes in working capital requirement | 8,511 | (24,600) | (16,073) |
| Change in working capital requirement | 8,511 | (24,600) | (16,073) |
| Net cash flows from (used in) operating activities | 14,707 | (9,361) | (6,313) |
| INVESTING ACTIVITIES | - | - | - |
| Acquisition of fixed assets | (13,744) | (13,343) | (2,012) |
| Net decrease in amounts due to fixed asset suppliers | (1,525) | (6,125) | (6,426) |
| Net cash flows used in investing activities | (15,269) | (19,468) | (8,438) |
| FINANCING ACTIVITIES | - | - | - |
| Capital increase | - | - | - |
| Capital increase transaction costs | - | - | - |
| Change in bank debt | (1,586) | (3,971) | (731) |
| Refinancing/financing transaction costs | - | (1,073) | (1,080) |
| Net increase in liability in respect of refinancing | - | - | - |
| Net increase in current borrowings | 3,605 | 3,763 | 1,628 |
| Net decrease in current borrowings | - | - | - |
| Net change in other non-current borrowings and debt | (81) | 1,113 | 507 |
| Purchases and sales of treasury shares | (57) | (216) | (106) |
| Dividends paid | (1433) | (21,323) | (21,323) |
| Net cash flows from (used in) financing activities | 448 | (13,483) | (12,880) |
| Change in cash and cash equivalents | (115) | (42,313) | (27,631) |
| Cash and cash equivalents at beginning of period(1) | 15,167 | 57,480 | 57,480 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 15,053 | 15,167 | 29,850 |
(1) There were no cash liabilities for any of the periods presented above.
| 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, 2022 | 64,933 | 60,046 | (951) | 631,411 | 755,439 | - | 755,439 |
| Comprehensive income | (79,443) | (79,443) | (79,443) | ||||
| – Net income (loss) | (79,443) | (79,443) | (79,443) | ||||
| – Other changes | |||||||
| – Other comprehensive income | |||||||
| Capital transactions with owners | - | - | (57) | (3,581) | (3,638) | - | (3,638) |
| – Dividends paid (€0.21 per share) | (3,581) | (3,581) | (3,581) | ||||
| – Capital reduction by decreasing par value | |||||||
| – Change in treasury shares held | (57) | (57) | (57) | ||||
| Shareholders' equity at June 30, 2023 | 64,933 | 60,046 | (1,009) | 548,387 | 672,358 | - | 672,358 |
| 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, 2021 | 64,000 | 71,445 | (735) | 638,226 | 772,936 | - | 772,936 |
| Comprehensive income | 34,728 | 34,728 | 34,728 | ||||
| – Net income | 34,728 | 34,728 | 34,728 | ||||
| – Other changes | |||||||
| – Other comprehensive income | |||||||
| Capital transactions with owners | 933 | (11,399) | (106) | (2,632) | (13,204) | (13,204) | |
| – Dividends paid (€1.25 per share) | (18,691) | (2,632) | (21,323) | (21,323) | |||
| – Capital reduction by decreasing par value(1) | 933 | 7,292 | 8,225 | 8,225 | |||
| – Change in treasury shares held | (106) | (106) | (106) | ||||
| Shareholders' equity at June 30, 2022 | 64,933 | 60,046 | (842) | 670,322 | 794,459 | - | 794,459 |
(1) In accordance with the decisions of the Chief Executive Officer of March 15, 2022 and pursuant to the delegation granted by the Board of Directors, issue of 245,596 shares through the exercise of 245,359 share subscription warrants.
| 1 | Background and main assumptions used to prepare the consolidated financial statements for the six-month period ended June 30, 2023 |
14 |
|---|---|---|
| 1.1 | Significant events of first-half 2023 | 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, 2023 |
15 |
| 2.1 | Presentation of the consolidated financial statements | 15 |
| 2.2 | Segment reporting | 16 |
| 2.3 | Investment property | 16 |
| 2.4 | Measurement of the fair value of investment property | 16 |
| 2.5 | Financial instruments – classification and measurement of financial assets and liabilities |
17 |
| 2.6 | Share capital | 18 |
| 2.7 | Treasury shares | 18 |
| 2.8 | Election for tax treatment as a SIIC | 18 |
| 2.9 | Employee benefits | 19 |
| 2.10 | Bank borrowings | 19 |
| 2.11 | Rental income | 19 |
| 2.12 | Rental expenses and rebilling of expenses to lessees | 19 |
| 2.13 | Other operating income and expenses | 20 |
| 2.14 | Discounting of deferred payments | 20 |
| 2.15 | Earnings per share | 20 |
| 2.16 | Presentation of the financial statements | 20 |
| 3 | Critical accounting estimates and judgments | 21 |
| 4 | Management of financial risks | 22 |
| 4.1 | Risk related to refinancing | 22 |
| 4.2 | Risk related to the valuation of real estate assets | 22 |
| 4.3 | Risk related to changes in market rent levels for office premises |
22 |
| 4.4 | Risk related to the regulatory framework applicable to leases |
22 |
| 4.5 | Counterparty risk | 23 |
| 4.6 | Liquidity risk | 23 |
| 4.7 | Interest rate risk | 23 |
| 4.8 | Climate risk | 23 |
| then ended 5.1 Investment property 24 5.2 Non-current loans and receivables 24 5.3 Trade accounts receivable 5.4 Other operating receivables 5.5 Cash and cash equivalents 5.6 Aging analysis of receivables 5.7 Fair value of financial assets 5.8 Financial assets and liabilities 5.9 Changes in impairment of financial assets 5.10 Consolidated equity 5.11 Borrowings 5.12 Financial instruments 5.13 Fair value of financial liabilities 5.14 Other non-current borrowings and debt 5.15 Other operating liabilities 5.16 Maturity schedule for liabilities with undiscounted contractual values 5.17 Prepaid revenue 5.18 Rental income 5.19 Income from other services 5.20 Building-related costs 5.21 Administrative costs 5.22 Net financial income 5.23 Corporate income tax and tax proof 5.24 Earnings per share 5.25 Off-balance sheet commitments and security provided 5.26 Transactions with related parties 5.27 Personnel 5.28 Statutory Auditors 5.29 Subsequent events |
5 | Notes to the consolidated statement of financial position at June 30, 2023 and to the consolidated statement of comprehensive income for the period |
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Among Vitura's buildings in use, Europlaza in La Défense and Arcs de Seine in Boulogne Billancourt proved highly attractive in first-half 2023, with 11,000 sq.m let (i.e., 8% of the surface area).
Architecture firm Naço's complete renovation of Rives de Bercy is proceeding on schedule, with delivery expected in the first quarter of 2024. Work to bring the Passy Kennedy and Office Kennedy buildings together within a single 34,000 sq.m campus, located along the Seine in Paris' wider central business district, will begin on January 1, 2024. Discussions are already underway with major international banks to secure financing for the project.
At June 30, 2023, the occupancy rate stood at 88% for buildings in use and 71% for the entire portfolio (compared with 81% and 68% respectively at December 31, 2022). Rental income for the period totaled €25.6 million, compared with €26.9 million for first-half 2022.
While pressure on capitalization rates caused fluctuations in office property values at June 30, 2023, the asset management work carried out on Vitura's assets limited the decline to 4.6%. The value of the Group's portfolio stood at €1,436 million (compared with €1,506 million at December 31, 2022).
For purposes of comparison, the financial information presented in the IFRS consolidated financial statements for the six-month period ended June 30, 2023 includes:
The Group's consolidated financial statements for the six months ended June 30, 2023 were prepared in accordance with International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) applicable to reporting periods ended June 30, 2023, 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 21, 2023.
The Group's consolidated financial statements for the the six-month period ended June 30, 2023 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, 2023 and applicable at that date. For the purposes of comparison, the consolidated financial statements for the prior-year period, prepared according to the same standards, are also presented.
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.
The following standards, amendments to standards and interpretations, effective for reporting periods beginning on or after January 1, 2023, do not have a material impact on the Group's financial statements:
At June 30, 2023, the scope of consolidation included the following entities:
The IASB has published the following standards, amendments to standards and interpretations that are applicable to the Group:
These standards, amendments to standards and interpretations were not early adopted by the Group and should not have a material impact on its consolidated financial statements.
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.
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, 2023, no entities were jointly controlled or significantly influenced by the Group.
| Siren no. | % control | % interest | Basis of consolidation | Period covered | |
|---|---|---|---|---|---|
| Vitura SA | 422 800 029 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| Prothin SAS | 533 212 445 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| K Rueil OPPCI | 814 319 513 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| Hanami Rueil SCI | 814 254 512 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| CGR Holdco EURL | 833 876 568 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| CGR Propco SCI | 834 144 701 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
| Office Kennedy SCI | 901 719 716 | 100.00% | 100.00% | Full consolidation | January 1 to June 30, 2023 |
All entities included in the scope of consolidation have a December 31 year-end.
Business combinations are accounted for in accordance with IFRS 3. In a business combination, the acquirer acquires a controlling interest in one or several businesses. IFRS 3 defines a business as a combination of the three following elements:
In accordance with IFRS 3, the cost 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, and Office Kennedy SCI, which was incorporated on July 12, 2021.
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.
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:
Consequently, the Group does not have significant additional disclosure requirements as a result of applying IFRS 8.
Property let 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 transfer duties 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.
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.
Following a rotation in 2023, the Company's external real estate valuers are BNP Paribas Real Estate Valuation for Europlaza, Rives de Bercy and Arcs de Seine, Cushman & Wakefield Valuation for Passy Kennedy and Office Kennedy and CBRE for Hanami.
When preparing the financial statements, management and the external real estate valuers 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 valuers 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, 2023, based on recent market observations and valuation methods commonly used within the profession. These estimates are not intended to anticipate any market changes.
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, 2022, remain unchanged for the six-month period ended June 30, 2023.
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/or capitalization methods.
Estimated rental value corresponds to the amount for which an asset could be reasonably let at the time of the valuation. This is analyzed as the annual financial consideration for the use of a real estate asset under a lease agreement. Estimated rental value therefore corresponds to the amount that could be obtained from a lessee for the use of the property under a new lease, subject to the standard conditions of occupancy for the property category concerned. Estimated rental value is often determined through comparison with transactions on comparable properties in terms of location, use, composition and state of repair.
A reversion rate is applied to reflect the specific features of the property concerned.
To estimate market value, independent experts use the following methods:
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.
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%.
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.
Financial assets and liabilities are recognized and measured in accordance with IFRS 9.
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 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 forth 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:
The Group has elected to apply the simplified approach.
After initial recognition, non-derivative financial liabilities are measured at amortized cost using the effective interest method.
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.
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.
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 and a fourth agreement on December 6, 2021.
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.
Under these liquidity agreements, the Group owned 36,438 treasury shares (representing 0.21% of its total issued shares) for a total amount of EUR 1,159k at June 30, 2023.
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 stated in "Other operating receivables".
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 (Code général des impôts). 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, 2023.
Similarly, no tax was payable on capital gains generated on the sale of buildings, shareholdings in subsidiaries eligible for the same tax treatment, or shareholdings in partnerships.
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, respectively, K Rueil and Vitura, 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.
Office Kennedy SCI is transparent for tax purposes, within the meaning of Article 8 of the French Tax Code.
Terms and conditions and impact of tax treatment as a SIIC
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.
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 three 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 measured at June 30, 2023.
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 noncurrent borrowings and debt, while the short-term portion (due in less than 12 months) is classified in current borrowings and debt.
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 FRS 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 "Income from other services" in operating income.
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:
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).
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.
Long-term payables and receivables are discounted when they are considered to have a material impact.
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 in the calculation of 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.
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.
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 external real estate valuers 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 | Market rental value | Potential yield | 0.50% | 0.25% | 0.00% | -0.25% | -0.50% |
|---|---|---|---|---|---|---|---|
| Europlaza | 24.80 | 5.25% | 398 | 403 | 409 | 416 | 423 |
| Arcs de Seine | 23.81 | 5.05% | 392 | 398 | 404 | 411 | 419 |
| Rives de Bercy | 11.01 | 6.50% | 117 | 118 | 120 | 121 | 123 |
| Hanami campus | 10.78 | 6.25% | 128 | 133 | 139 | 145 | 152 |
| Passy Kennedy | 18.70 | 4.57% | 245 | 257 | 271 | 286 | 304 |
| Office Kennedy | 7.36 | 4.55% | 83 | 88 | 93 | 99 | 106 |
| Total | 96.47 | 5.27% | 1,362 | 1,397 | 1,436 | 1,479 | 1,527 |
| Impact on portfolio value | -5.1% | -2.7% | 0.0% | +3.0% | +6.4% |
Sources: BNP Paribas Real Estate Valuation France, 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 | Nominal amount |
Hedged rate | Fixed rate | -1% | -0.5% | Value at June 30, 2023 |
+0.5% | +1% |
|---|---|---|---|---|---|---|---|---|
| Cap | 143,303 | 3-month Euribor | 1.50000% | 1,290 | 1,555 | 1,822 | 2,088 | 2,354 |
| Cap | 65,600 | 3-month Euribor | 0.25% - 0.5% - 2% | 4,887 | 5,980 | 7,128 | 8,312 | 9,514 |
| Cap | 393,750 | 3-month Euribor | 0% - 1% | 26,816 | 31,572 | 36,394 | 41,233 | 46,057 |
| Cap | 131,250 | 3-month Euribor | 2.00% | 411 | 427 | 443 | 459 | 476 |
| Cap | 131,250 | 3-month Euribor | 2.00% | 1,557 | 2,257 | 2,992 | 3,743 | 4,500 |
| Cap | 35,250 | 3-month Euribor | 1.25% | 1,224 | 1,512 | 1,805 | 2,101 | 2,395 |
| Cap | 11,750 | 3-month Euribor | 1.25% | 408 | 504 | 602 | 700 | 798 |
| Cap | 47,000 | 3-month Euribor | 1.25% | 1,632 | 2,016 | 2,407 | 2,801 | 3,194 |
| Total | 959,153 | 38,224 | 45,824 | 53,594 | 61,438 | 69,289 |
The Group constantly monitors the loans taken out to finance the acquisition of real estate assets.
| Group company |
Financed assets |
Partner banks | Initial principal amount |
Repayment terms | Date of agreement |
Maturity | Extension option | Other information |
|---|---|---|---|---|---|---|---|---|
| Prothin SAS | Europlaza Arcs de Seine Rives de Bercy |
Aareal Bank AG, Natixis and Natixis Pfandbriefbank AG |
525,000,000 | Repayment at maturity | July 26, 2016 | July 15, 2026 | N/A | - Mandatory early repayment in the event of a change in control of Prothin and/or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount; - Extension of the agreement signed in November 2021. |
| Hanami Rueil SCI | Hanami campus |
Banque Postale Crédit Entreprises and Société Générale |
94,000,000 | Repayment at maturity | Dec. 15, 2016 | June 14, 2025 | Two one-year extension options |
- Mandatory early repayment in the event of a change in control of Hanami Rueil and/or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount; - Extension of the agreement signed in June 2022. |
| CGR Propco SCI | Passy Kennedy |
Société Générale | 148,500,000 | Staggered repayment from year three (of between 1% and 2.5% of the nominal amount per year), balance repayable at maturity |
Dec. 5, 2018 | Dec. 5, 2023 | One-year extension option. The Company exercised its option to extend the maturity date to December 5, 2023 |
- Mandatory early repayment in the event of a change in control of CGR Propco and/or Vitura; - No early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount. |
| Office Kennedy SCI |
Office Kennedy |
Société Générale | 65,600,000 | Staggered repayment from year five (of 3% of the nominal amount per year) and balance repayable at maturity |
Oct. 19, 2021 | Oct. 19, 2028 | N/A | - Mandatory early repayment in the event of a change in control of Office Kennedy and/or Vitura; - Early repayment indemnity in the event of voluntary or mandatory early repayment of all or part of the outstanding amount of 0.75% of the nominal amount, for all repayments made between the 13th month following the Date of Signature (inclusive) and the 24th month following the Date of Signature (inclusive); - No early repayment indemnity is due after the end of the 24th month following the Date of Signature. |
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 9,200 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.
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.
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.
Group procedures ensure that lease agreements are only entered into with lessees of suitable credit standing. At June 30, 2023, the Group was dependent on seven lessees who collectively represented 65.30% of the total rental income collected in first-half 2023. 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.
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 have been taken out with bank pools. A description of the different credit facilities can be found in Note 4.7. At June 30, 2023 and as per the most recent interest payment date, all of the Group's subsidiaries were compliant with their bank covenants (those triggering early repayment in full in the event of a breach).
At June 30, 2023, as presented in Note 5.11, the Group had EUR 828 million in outstanding borrowings, of which EUR 157.6 million due within one year (mainly comprising the amount of EUR 141 million outstanding on the CGR Propco loan and the EUR 10.4 million additional early repayment on the Prothin loan). The Company does not currently have sufficient net working capital to honor those payments due within one year. This concerns the credit agreement entered into on December 5, 2018 with Propco SCI, for which the original due date was December 5, 2022. This has been extended to December 5, 2023. Negotiations with reputable credit institutions are underway and, thanks to its experience in this area, management is confident that they will be successful.
In 2021, the Vitura Group refinanced the loan in respect of the assets held by SAS Prothin. Since November 2021, the loan – which was initially taken out in 2012 and then extended in 2016 for an amount of EUR 525 million – is subject to a variable interest rate (3-month Euribor with a floor of 0%), plus a margin of 1.65% if the following conditions are met:
If the above conditions are not met, the margin is equal to 2.25%.
Following the acquisition of Hanami Rueil SCI, the Vitura Group entered into a credit agreement for EUR 100 million on December 15, 2016, for which the due date was extended to June 14, 2022. On the same date, the Company refinanced its debt for a nominal amount of EUR 94 million repayable at maturity on June 14, 2025 (optional twoyear extension), subject to variable interest (3-month Euribor with a floor of 0%) plus a margin of 1.80% (1.65% if extended).
As part of the acquisition of Passy Kennedy, the Vitura Group entered into a credit agreement for EUR 148.5 million on December 5, 2018. The agreement provides for a four-year loan with an optional one-year extension, 1% of the principal amount of which 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 Company exercised its option to extend the maturity date to December 5, 2023. The loan carries interest at 3-month Euribor plus a margin of 1.20%. Euribor is considered to be zero if the published rate is negative.
On October 19, 2021, the Vitura Group entered into a credit agreement for EUR 65.6 million to finance the acquisition of the Office Kennedy building. The agreement provides for a seven-year loan, 3% of the initial amount of which is repayable as from the fifth anniversary of the date of signature of the agreement and the remainder at maturity. The loan carries interest at 3-month Euribor plus a margin of 2.35% (reduced to 1.70% post-stabilization of the asset). Euribor is considered to be zero if the published rate is negative.
| Financial institution | Société Générale |
Société Générale |
Natixis | Natixis | Natixis | La Banque Postale |
La Banque Postale |
Société Générale |
|---|---|---|---|---|---|---|---|---|
| Type of hedge | Cap | Cap | Cap | Cap | Cap | Cap | Cap | Cap |
| Nominal amount (in thousands of euros) |
143,303 | 65,600 | 393,750 | 131,250 | 131,250 | 35,250 | 11,750 | 47,000 |
| Fixed rate | 1.50000% | 0.25% - 0.5% - 2% | 0% - 1% | 2.00% | 2.00% | 1.25% | 1.25% | 1.25% |
| Hedged amount | 3-month Euribor | 3-month Euribor | 3-month Euribor | 3-month Euribor | 3-month Euribor | 3-month Euribor | 3-month Euribor | 3-month Euribor |
| Start date | Dec. 5, 2022 | Oct. 19, 2021 | Jan. 16, 2023 | July 26, 2021 | July 26, 2023 | June 15, 2022 | Sept. 15, 2022 | Oct. 17, 2022 |
| Maturity | Dec. 4, 2023 | Oct. 19, 2028 | July 15, 2026 | July 26, 2023 | Oct. 15, 2024 | June 15, 2025 | June 15, 2025 | June 15, 2025 |
Acting for the climate is one of the four pillars of Vitura's corporate social responsibility (CSR) strategy. The Group has introduced a plan to mitigate and adapt to climate change, led by three main objectives:
The main commitments made by the Group are reflected in the financial statements. These items cannot be quantified with perfect accuracy, as it is difficult to separate them out from other factors that have also had an impact over the period. The impact on the financial statements is reflected through:
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 | Office Kennedy | Total |
|---|---|---|---|---|---|---|---|
| Dec. 31, 2022 | 138,110 | 427,370 | 426,898 | 156,070 | 259,720 | 98,310 | 1,506,480 |
| Increases | 9,068 | 1,849 | 2,809 | 27 | - | - | 13,753 |
| Indemnity received | - | - | - | - | - | - | - |
| Decreases | - | - | - | - | (8) | - | (8) |
| Disposals | - | - | - | - | - | - | - |
| Change in fair value | (27,178) | (20,119) | (25,707) | (16,997) | 11,108 | (5,030) | (83,922) |
| June 30, 2023 | 120,000 | 409,100 | 404,000 | 139,100 | 270,820 | 93,280 | 1,436,300 |
The real estate valuers' estimation of the fair value of the buildings at June 30, 2023 is indicated below, along with the information used in the calculation:
| Estimated value at June 30, 2023 Gross leasable area(1) at June 30, 2023 (excluding transfer duties) |
Annual rent (net of taxes)(2) |
||||||
|---|---|---|---|---|---|---|---|
| Building | In millions of euros | % | sq.m | % | In thousands of euros | % | |
| Europlaza | 409 | 28.48% | 52,078 | 26.22% | 25,954 | 28.84% | |
| Arcs de Seine | 404 | 28.15% | 47,222 | 23.77% | 23,833 | 26.48% | |
| Rives de Bercy | 120 | 8.33% | 31,942 | 16.08% | 11,013 | 12.24% | |
| Hanami campus | 139 | 9.69% | 34,381 | 17.31% | 11,331 | 12.59% | |
| Passy Kennedy | 271 | 18.86% | 23,813 | 11.99% | 13,300 | 14.78% | |
| Office Kennedy | 93 | 6.49% | 9,188 | 4.63% | 4,559 | 5.07% | |
| Total | 1,436 | 100.00% | 198,624 | 100.00% | 89,990 | 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, 2023.
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.
This item can be broken down as follows:
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Security deposits paid | 159 | 64 | 64 |
| Lease incentives (non-current portion) |
12,841 | 11,190 | 15,340 |
| Non-current loans and receivables |
13,000 | 11,254 | 15,405 |
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.
This item can be broken down as follows:
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Trade accounts receivable | 16,837 | 19,412 | 15,585 |
| Impairment of trade accounts receivable(1) |
(364) | ||
| Trade accounts receivable, net | 16,473 | 19,412 | 15,585 |
(1) Due to the early departure of a tenant. The vacant surface area (500 sq.m) is currently being marketed.
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Lease incentives (current portion) | 3,848 | 6,939 | 3,819 |
| VAT | 1,841 | 2718 | 2,969 |
| Supplier accounts in debit and other receivables(1) |
8,159 | 7,430 | 4,695 |
| Liquidity account/treasury shares | 62 | 122 | 187 |
| Notary fees | 2 | 28 | 1,060 |
| Other operating receivables | 13,912 | 17,237 | 12,731 |
(1) Including at June 30, 2023, advances and downpayments paid on orders of fixed assets for EUR 1,032 thousand and EUR 3,770 thousand earmarked for the Office Kennedy and CGR Propco loans.
The aging analysis of receivables at June 30, 2023 is as follows:
"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 15,053 thousand.
| 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 |
|---|---|---|---|---|---|---|
| Non-current receivables | ||||||
| Non-current loans and receivables | 13,000 | 13,000 | - | - | - | - |
| Total non-current receivables | 13,000 | 13,000 | - | - | - | - |
| Current receivables | ||||||
| Trade accounts receivable(1) | 16,473 | 15,539 | 935 | 425 | 270 | 240 |
| Other operating receivables | 14,628 | 14,628 | - | - | - | - |
| Prepaid expenses | 286 | 286 | - | - | - | - |
| Total current receivables | 31,388 | 30,453 | 935 | 425 | 270 | 240 |
| Total receivables | 44,387 | 43,453 | 935 | 425 | 270 | 240 |
(1) The amount of trade accounts receivable pledged as collateral for loans and borrowings stood at EUR 16,473 thousand at June 30, 2023.
| 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 |
|---|---|---|---|---|---|---|
| Non-current receivables | ||||||
| Non-current loans and receivables | 11,254 | 11,254 | - | - | - | - |
| Total non-current receivables | 11,254 | 11,254 | - | - | - | - |
| Current receivables | ||||||
| Trade accounts receivable(1) | 19,412 | 18,393 | 1,019 | 755 | 257 | 7 |
| Other operating receivables | 17,237 | 17,237 | - | - | - | - |
| Prepaid expenses | 463 | 463 | - | - | - | - |
| Total current receivables | 37,112 | 36,093 | 1,019 | 755 | 257 | 7 |
| Total receivables | 48,355 | 47,347 | 1,019 | 755 | 257 |
(1) The amount of trade accounts receivable pledged as collateral for loans and borrowings stood at EUR 19,412 thousand at December 31, 2022.
The fair value of financial assets at June 30, 2023 can be analyzed as follows:
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |||||
|---|---|---|---|---|---|---|---|
| In thousands of euros | Carrying amount | Fair value | Carrying amount | Fair value | Carrying amount | Fair value | Fair value hierarchy(2) |
| Interest rate cap(1) | 53,594 | 53,594 | 54,187 | 54,187 | 24,559 | 24,559 | Level 2 |
| Total non-current assets | 53,594 | 53,594 | 54,187 | 54,187 | 24,559 | 24,559 |
(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 other financial assets, which primarily comprise receivables, corresponds to their carrying amount.
The table below presents a summary of financial assets and liabilities:
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Financial assets at fair value through profit or loss | |||
| Non-current assets | 47,958 | 50,487 | 24,559 |
| Current assets | 5,636 | 3,699 | - |
| Loans and receivables | |||
| Non-current loans and receivables | 13,000 | 11,254 | 15,405 |
| Current receivables | 31,101 | 36,649 | 28,315 |
| Cash and cash equivalents | 15,053 | 15,167 | 29,850 |
| Total financial assets | 112,748 | 117,257 | 98,128 |
| Financial liabilities at fair value through profit or loss | - | - | - |
| Financial liabilities measured at amortized cost | |||
| Non-current liabilities | 680,870 | 690,414 | 688,872 |
| Current liabilities | 179,529 | 161,522 | 166,013 |
| Total financial liabilities | 860,399 | 851,936 | 854,885 |
An impairment charge of EUR 0.4 million was recognized against trade accounts receivable during the period.
| Number of shares | Par value of shares (in euros) |
Share capital (in thousands of euros) |
Legal reserve and additional paid-in capital (in thousands of euros) |
Consolidated reserves and retained earnings (in thousands of euros) |
Total (in thousands of euros) |
|
|---|---|---|---|---|---|---|
| Shareholders' equity at December 31, 2022 |
17,087,708 | 3.8 | 64,933 | 60,046 | 630,459 | 755,439 |
| Dividends paid(1) | - | - | - | - | (3,581) | (3,581) |
| Other changes | - | - | - | - | - | - |
| Other comprehensive income | - | - | - | - | - | - |
| Interim dividend | - | - | - | - | - | - |
| Net income (loss) for the period | - | - | - | - | (79,443) | (79,443) |
| Capital increase by increasing par value | - | - | - | - | - | - |
| Capital reduction | - | - | - | - | - | - |
| Change in treasury shares held | - | - | - | - | (57) | (57) |
| Shareholders' equity at June 30, 2023 | 17,087,708 | 3.8 | 64,933 | 60,046 | 547,378 | 672,358 |
(1) The General Shareholders' Meeting decided to distribute a portion of net income.
| In thousands of euros, except number of shares | Amount at June 30, 2023 | Amount at Dec. 31, 2022 | Amount at June 30, 2022 |
|---|---|---|---|
| Acquisition cost | 1,159,325 | 1,167,981 | 1,116,907 |
| Number of treasury shares at the reporting date | 36,438 | 33,739 | 29,678 |
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 | |||||
| – Variable rate | 824,933 | 150,733 | - | 612,044 | 62,156 |
| Accrued interest not yet due | 8,867 | 8,867 | - | - | - |
| Bank fees deferred at effective interest rate |
(5,816) | (2,025) | (1,870) | (1,877) | (44) |
| Total at June 30, 2023 | 827,984 | 157,574 | (1,870) | 610,167 | 62,112 |
Negotiations are currently underway between management and reputable credit institutions regarding the CGR Propco SCI loan representing a principal amount of EUR 148.5 million, the maturity date of which has been extended to December 5, 2023. Management is confident that the negotiations will be successful and therefore does not believe there to be any significant impact on the company's liquidity risk.
At June 30, 2023, the Group's average loan-to-value ratio stood at 57.4%, and the interest coverage ratio at 182%.
The loan characteristics are described in Notes 4.1, 4.6 and 4.7.
The table below presents a summary of financial instruments:
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 |
|---|---|---|
| Interest rate cap (due in more than 1 year) | 47,958 | 50,487 |
| Non-current financial instruments | 47,958 | 50,487 |
| Interest rate cap (due in less than 1 year) | 5,636 | 3,699 |
| Current financial instruments | 5,636 | 3,699 |
| Share subscription warrants | - | - |
| Interest rate swap | - | - |
| Liabilities | - | - |
The characteristics of the cap agreements are described in Note 4.7.
The fair value of financial liabilities at June 30, 2023 can be analyzed as follows:
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |||||
|---|---|---|---|---|---|---|---|
| In thousands of euros | Carrying amount | Fair value | Carrying amount | Fair value | Carrying amount | Fair value | Fair value hierarchy(2) |
| Borrowings(3) | 819,117 | 825,870 | 819,584 | 827,186 | 821,706 | 831,262 | Level 2 |
| Interest rate swap(1) | - | - | - | - | - | - | Level 2 |
| Share subscription warrants(3) | - | - | - | - | - | - | Level 1 |
| Total non-current liabilities | 819,117 | 825,870 | 819,584 | 827,186 | 821,706 | 831,262 |
(1) Derivative financial instruments.
(2) Classification under IFRS 13.
(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.
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.
These can be broken down as follows:
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Personnel | 223 | 223 | 207 |
| Accrued VAT, other taxes and social security charges(1) | 7,801 | 3,227 | 6,968 |
| Advance payments by lessees | 2,844 | 2,722 | 2,436 |
| Miscellaneous | 131 | 17 | 15 |
| Notary fees | - | 55 | 54 |
| Dividends to be paid | 2,148 | - | - |
| Other liabilities | 13,146 | 6,244 | 9,681 |
| Other amounts due to fixed asset suppliers | 1,655 | 3,181 | 2,880 |
| Amounts due to fixed asset suppliers | 1,655 | 3,181 | 2,880 |
| Other operating liabilities | 14,801 | 9,425 | 12,560 |
(1) Including IFRIC 21 at June 30, 2023.
The maturity schedule for liabilities with undiscounted contractual values is as follows:
| Undiscounted contractual value | |||||
|---|---|---|---|---|---|
| In thousands of euros | Carrying amount at June 30, 2023 |
Undiscounted contractual value |
Due in 1 year or less |
Due in more than 1 year but less than 5 years |
Due in more than 5 years |
| NON-CURRENT LIABILITIES | |||||
| Non-current borrowings | 670,409 | - | - | 670,409 | - |
| Other non-current borrowings and debt(1) | 10,461 | 10,461 | - | - | 10,461 |
| Non-current corporate income tax liability | - | - | - | - | - |
| Other financial liabilities | - | - | - | - | - |
| Total non-current liabilities | 680,870 | 10,461 | - | 670,409 | 10,461 |
| CURRENT LIABILITIES | |||||
| Current borrowings | 157,574 | 159,444 | 159,444 | - | - |
| Trade accounts payable | 6,438 | 6,438 | 6,438 | - | - |
| Other operating liabilities | 15,517 | 15,517 | 15,517 | - | - |
| Total current liabilities | 179,529 | 181,399 | 181,399 | - | - |
(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.
Prepaid revenue consists of rents billed in advance for the third quarter of 2023.
Including the impact of lease incentives, rental income can be broken down by building as follows:
| June 30, 2023 |
Dec. 31, 2022 |
June 30, 2022 |
|
|---|---|---|---|
| In thousands of euros | 6 months | 12 months | 6 months |
| Europlaza | 8,243 | 16,581 | 8,546 |
| Arcs de Seine | 6,839 | 11,729 | 5,476 |
| Rives de Bercy | - | 3,682 | 1,795 |
| Hanami campus | 4,199 | 8,069 | 3,968 |
| Passy Kennedy | 4,078 | 9,427 | 4,792 |
| Office Kennedy | 2,279 | 4,559 | 2,279 |
| Total | 25,639 | 54,047 | 26,855 |
Invoiced rent amounted to EUR 25,639 thousand, corresponding to IFRS rental income (EUR 29,899 thousand) less lease incentives (EUR 4,260 thousand).
Income from other services can be analyzed as follows:
| June 30, 23 | Dec. 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| In thousands of euros | 6 months | 12 months | 6 months |
| Rental and maintenance expenses rebilled to lessees |
4,938 | 11,912 | 5,836 |
| Real estate taxes rebilled to lessees | 6,102 | 6,322 | 6,342 |
| Other amounts rebilled to lessees and miscellaneous income |
74 | 390 | 268 |
| Indemnities | 5,882 | 5,237 | - |
| Miscellaneous income | 161 | 114 | 5 |
| Income from other services | 17,156 | 23,975 | 12,452 |
Expenses and taxes rebilled to lessees amounted to EUR 11,040 thousand in first-half 2023.
The amount recognized under "Indemnities" corresponds to amounts received for the restoration of vacated premises.
These can be broken down as follows:
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| In thousands of euros | 6 months | 12 months | 6 months |
| Rental and maintenance expenses | 4,679 | 12,703 | 6,066 |
| Taxes | 6,080 | 6,869 | 7,560 |
| Fees | 1,782 | 2,217 | 873 |
| Rental expenses and tax on vacant premises |
4,233 | 4,752 | 2,318 |
| Other expenses | 274 | 2,105 | 40 |
| Building-related costs | 17,048 | 28,646 | 16,857 |
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Administrative expenses | 2,036 | 3,253 | 1,420 |
| Advisory fee | 2,623 | 5,564 | 2,739 |
| Incentive fee | - | - | - |
| Administrative costs | 4,659 | 8,817 | 4,160 |
The advisory and incentive fees are determined under the asset management agreement with Northwood Investors Asset Management SAS. The calculation terms have changed under the new agreement, effective January 1, 2022 for an initial term of six years expiring on January 1, 2028.
In particular, incentive fees are calculated based on changes in the Group's net asset value. Due to volatility in the financial markets and the decline in real estate values, at June 30, 2023. Vitura's management is not in a position to estimate the amount of any incentive fee that might be payable to Northwood Investors under the ASA.
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.
Earnings per share is calculated by dividing consolidated net income attributable to owners of Vitura by the weighted average number of ordinary shares net of treasury shares at June 30, 2023, i.e., EUR 4.66.
Pursuant to IAS 33, potential shares (warrants) are considered to be dilutive. However, at June 30, 2023, there were no potentially dilutive ordinary shares.
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| 6 months | 12 months | 6 months | |
| Net attributable income (loss) (in thousands of euros) |
(79,443) | (4,183) | 34,728 |
| Weighted average number of shares before dilution |
17,051,290 | 17,006,226 | 16,958,581 |
| Earnings (loss) per share (in euros) |
(4.66) | (0.25) | 2.05 |
| Net attributable income (loss), including impact of dilutive shares (in thousands of euros) |
(79,443) | (4,183) | 34,728 |
| Weighted average number of shares after dilution |
17,052,290 | 17,006,226 | 16,958,581 |
| Diluted earnings (loss) per share (in euros) |
(4.66) | (0.25) | 2.05 |
Net financial income can be broken down as follows:
| June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| In thousands of euros | 6 months | 12 months | 6 months |
| Financial income | 7,410 | 48,863 | 19,235 |
| Financial expenses | (23,651) | (27,396) | (9,494) |
| Net financial income (expense) |
(16,240) | 21,467 | 9,741 |
Financial income consists of interest on caps. Financial expenses mainly comprise interest on borrowings.
All material commitments are listed hereafter. The Group had not entered into any complex commitments at the end of the reporting period.
| June 30, 2023 | Dec. 31, 2022 | ||
|---|---|---|---|
| In thousands of euros | 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 2023 to 2028 |
832,548 | 831,781 |
| 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.
At June 30, 2023, the minimum annual rental income (excluding VAT, rebilling of taxes and expenses, and rent decreases agreed after the end of the reporting period) due to the Group until the earliest possible termination dates of the different operating leases was as follows:
| Future minimum annual rental income | ||||||||
|---|---|---|---|---|---|---|---|---|
| In thousands of euros | June 30, 2023 | Dec. 31, 2022 | June 30, 2022 | |||||
| 2023 | 51,613 | 47,342 | 43,499 | |||||
| 2024 | 43,772 | 39,072 | 28,721 | |||||
| 2025 | 40,708 | 34,723 | 24,735 | |||||
| 2026 | 36,738 | 30,447 | 23,476 | |||||
| 2027 | 24,464 | 20,254 | 17,270 | |||||
| 2028 | 8,670 | 8,768 | 6,724 | |||||
| 2029 | 7,816 | 7,240 | 6,779 | |||||
| 2030 | 6,540 | 6,803 | 6,779 | |||||
| 2031 | 6,540 | 6,142 | 6,142 | |||||
| 2032 | - | - | - |
These rents represent amounts to be invoiced, excluding the impact of staggering lease incentives with respect to earlier periods.
| \ Commitments received | |||||||
|---|---|---|---|---|---|---|---|
| June 30, 2023 | Dec. 31, 2022 | |||
|---|---|---|---|---|
| Main characteristics (in thousands of euros) |
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 |
8,370 | 7,927 |
Transactions with related companies mainly comprise the asset management agreements entered into with Northwood Investors France Asset Management SAS.
On December 15, 2021, Northwood Investors France Asset Management SAS (the "Advisor") and Prothin, Hanami Rueil SCI, CGR Propco SCI and Office Kennedy SCI (the "Real Estate Subsidiaries") entered into a new advisory services agreement, effective January 1, 2022 for an initial term of six years expiring on January 1, 2028 (the "New ASA"), the key terms of which are summarized below.
The Advisor will receive the following fees:
The Chairman of the Board of Directors does not receive any compensation.
The Chief Executive Officer does not receive any compensation.
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.
Directors' compensation of a maximum amount of EUR 240 thousand has been allocated for 2023.
Directors' compensation of EUR 205 thousand was paid for 2022.
None.
None.
The Group has key management personnel in common with Northwood Investors, some of whom are directors.
At June 30, 2023, the Group had three employees, unchanged from December 31, 2022.
The Statutory Auditors are:
Tour Eqho 2, avenue Gambetta 92066 Paris-La Défense Cedex Tenure renewed: at the Ordinary and Extraordinary Shareholders' Meeting of May 10, 2023.
35, avenue Victor Hugo 75116 Paris Tenure renewed: at the Ordinary and Extraordinary Shareholders' Meeting of May 10, 2023.
Fees paid to the Statutory Auditors for the six-month period ended June 30, 2023:
| KPMG | Denjean | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount (excl. tax) | % | Amount (excl. tax) | % | Amount (excl. tax) | % | |||||||
| In thousands of euros | June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
| Statutory audit of the financial statements |
186 | 122 | 93 | 89 | 30 | 29 | 100 | 100 | 270 | 151 | 95 | 91 |
| – Holding company | 103 | 47 | 51 | 34 | 30 | 29 | 100 | 100 | 159 | 76 | 56 | 46 |
| – Subsidiaries | 83 | 75 | 42 | 55 | 111 | 75 | 39 | 45 | ||||
| Advisory services and non-audit services(1) |
14 | 14 | 7 | 11 | - | - | - | - | 14 | 14 | 5 | 9 |
| – Holding company | 14 | 14 | 7 | 11 | - | - | - | - | 14 | 14 | 5 | 9 |
| – Subsidiaries | - | - | - | - | - | - | - | - | ||||
| Total | 200 | 136 | 100 | 100 | 30 | 29 | 100 | 100 | 284 | 165 | 100 | 100 |
(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).
None.
Tour Eqho 2, avenue Gambetta CS 60055 92066 Paris-La Défense Cedex France
Denjean & Associés 35, avenue Victor Hugo 75016 Paris France
Vitura SA Registered office: 42, rue de Bassano, 75008 Paris Share capital: €64,933,291
Six-month period ended June 30, 2023
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.
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:
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.
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.
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 28, 2023
KPMG Audit FS I
Sandy Tzinmann Partner
Paris, July 28, 2023
Denjean & Associés
Clarence Vergote Partner
Shareholders and Investor Relations 42 rue de Bassano, 75008 Paris, France Tel.: +33 (0)1 42 25 76 42 [email protected] www.vitura.fr/en/
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