Stock Exchange Release 9 November 2005, 9.00 am

Transcription

1 Sponda Plc Stock Exchange Release 9 November 2005, 9.00 am Sponda Plc s interim report January-September 2005 Sponda s nine-month operating profit improved 42 % on the same period last year. The operating cash flow per share improved by 10 %. Summary of nine-month result (comparison period January September 2004): - Total revenue increased to EUR 77.5 (73.9) million. - Operating cash flow per share was EUR 0.43 (0.39). - Operating profit improved to EUR 42.0 (29.6) million due to the result of leasing operations and to growth in the value of Sponda s investment properties. - The market value of Sponda s properties was EUR 1,246.4 (1,241.8) million. - Net income in the period was EUR 16.5 (17.8) million. Net income in 2004 was boosted by a change in deferred taxes, EUR 7 million, after the corporate tax rate was reduced from 29 % to 26 %. - Earnings per share were EUR 0.21 (0.23). Sponda adopted the IFRS reporting standards on 1 January This interim report has been prepared in accordance with the recognition and measurement principles of IFRS. All the figures presented in the report have been calculated according to IFRS. Prospects for 2005 Cash flow from operating activities is forecast to stay at the 2004 level. The economic occupancy rate of Sponda's investment properties is expected to remain unchanged or to improve slightly by the end of 2005 and rent levels to stay stable. The value of the properties is expected to remain stable during Strategy Sponda's target over the next few years is to increase business volume and profitability. The property portfolio will be activated by exploiting Sponda's own land sites and building rights. Sponda's current development projects cover roughly 300,000 m² of office, retail and logistics space in the Helsinki region and development investments are currently estimated to total EUR 500 million, of which EUR 190 million is targeted to span the next three years. Sponda will also seek growth and higher profitability by focusing efforts on active leasing with the aim of reducing vacant premises. Profitability will also be raised by making property management more efficient and by improving maintenance quality. Sponda is actively seeking growth in new business areas in Russia and the Baltic states. The aim is to start investment activities on this front in According to the strategy, total investments in new areas would be at most % of the balance sheet. Business environment Growth in Finland's GDP is forecast to remain at slightly below 2 % during 2005 as industrial production and exports have recovered slowly following the paper industry dispute. In 2006 GDP is expected to exceed 3 %. Inflation in 2005 is estimated to slightly exceed 1.0 %. The consumer index, which affects rent levels, rose approx. 0.8 % in The vacancy rates of office properties is estimated to have decreased somewhat in Helsinki, whereas in Espoo and Vantaa the volume of vacant premises has risen slightly. Rent levels have remained essentially unchanged. Demand for retail and logistics premises is still good. Foreign investors are still active in the Finnish investment market. Their investment volume is estimated to be at last year s level while interest is now been directed to Finland s other large urban centres in addition to Helsinki.

2 The Ministry of Finance has extended the time allocated to the working group set up at the beginning of 2004 to consider alternatives for developing Finland's law on real estate mutual funds. The group is now scheduled to submit its final report on 30 November Leasing activities Net operating income from Sponda's properties totalled EUR 58.7 million (30 September 2004: EUR 55.7 million), of which 70 % was derived from office and retail premises and 30 % from logistics facilities. Net operating income was divided by region as follows: Helsinki Business District 50 %, Helsinki tropolitan Area 19 %, logistics properties in Helsinki tropolitan Area 22 % and rest of Finland 9 %. Economic occupancy rate by type of property, % Type of property 30 Sep Jun Dec Office and retail Logistics Total property portfolio Economic occupancy rate by region, % Region 30 Sep Jun Dec Helsinki Business District Helsinki tropolitan Area Logistics, HMA Rest of Finland Total property portfolio The occupancy rate of Sponda's properties remained stable in all sectors, amounting to 87.2 % (30 September 2004: 86.9 %). Aggregate cash flow from Sponda's portfolio of leasing contracts on 30 September 2005 was EUR 464 million (30 September 2004: 417) and the average length of the contracts was 4.4 (4.2) years. Altogether 145 contracts were signed during the reporting period, 39 (35,000 m 2 ) of which were renewals and 106 (20,000 m 2 ) new contracts, making a total of approximately 55,000 m 2. Sponda's large customer sectors were retail (27 % of total rental income), banking and investment (18 %), and communications and media (11 %). Three major contracts for office properties were concluded during the period. Inspecta Oy will be transferred to the Miestentie property in Espoo, Omena hotellit Oy to Lönnrotinkatu 13, and Kustannusosakeyhtiö Tammi to Korkeavuorenkatu 37. These contracts cover an aggregate floor area of about 11,400 m², or 3 % of Sponda s total office property portfolio. Sponda's existing leasing contracts expire as follows: Year of expiry % of rental income Open-ended 11.2

3 Property portfolio Sponda Group has 87 investment properties. The aggregate leasable area of these properties is approximately 840,000 m², 49 % of which covers office and retail properties and 51 % logistics properties. On 31 May 2005 Sponda sold the Kiinteistö Oy Karjalan Kauppakeskus shopping mall in Lappeenranta for EUR 7.2 million. This deal had no significant impact on Sponda's result. Sponda also sold retail premises in Tampere totalling EUR 0.8 million during the first nine months of 2005, recording an overall profit of EUR 0.1 million on these transactions. During the period Sponda purchased a logistics and office property at Ruosilantie 16 in the Konala district of Helsinki for EUR 28.4 million (including capital transfer tax). This property has a leasable area of 32,800 m 2. The market value of Sponda's investment properties is confirmed based on the company's own calculations in which Sponda applies the yield method based on cash flow analysis. This method is in compliance with the International Valuation Standard (IVS). At the end of the third quarter the comparable market value of Sponda's property portfolio had grown by EUR 5.3 (30 September 2004: 0.5) million, i.e. by 0.4 (0.04) % to EUR (30 September 2004: 1.242) billion. The market value of office properties decreased slightly (-0.5 %) but the market value of logistics properties increased (4.4 %). The changes in market value were the result of lease contracts signed during the first nine months, as well as lower than expected growth in the cost of living index. The yield requirements for office properties in Espoo were reduced. Investments in property maintenance and quality improvements during the period amounted to EUR 16.5 (21.2) million. Sponda continued to give heavy emphasis during the period to raising the quality levels of its office properties. During 2005 office premises have been renovated at Miestentie in Otaniemi, Espoo, and at City- Center, Bulevardi 1 and Korkeavuorenkatu 35 in Helsinki city centre. Maintenance investments in 2005 are estimated to total % of the value of the property portfolio. MARKET VALUE BY TYPE OF PROPERTY 30 Sep. 2005, 1 Jan. 30 Sep.2004 Total Office Retail Logistics Rental income Maintenance costs Net operating income Market value 1 Jan , ,217.0 Development properties Acquisitions Divestments Change in market value Market value 30 September , ,241.8 Cash yield % on market value 6.5 % 5.6 % 9.8 % 9.7 % 6.2 % Property development On 30 September 2005 Sponda owned unused and usable building rights totalling approximately 334,000 m 2. The value of the unused building rights at the close of the period amounted to EUR 34.5 million. The zoning plan for the surface structures of the City-Centre complex, Sponda s largest development project, has now been approved by Helsinki City Council and this project is expected to start during The entire project is scheduled for completion during The investment cost is estimated to be approx. EUR 110

4 million, 15 % of which is now complete. All the City-Center s offices have been renovated and the first tenants have now moved in. Sponda plans to build a new logistics facility at the Honkatalo property in Hakkila, Vantaa. The site, adjacent to Vanha Porvoontie road, has building rights totalling 47,000 m 2, the first stage of which covers 10,000 m 2. The facility is currently being marketed and building should begin during Financing Sponda's net cash flow from operations in the period totalled EUR 34.6 million (30 September 2004: 25.5). Net cash flow from investing activities amounted to EUR (-9.7) million and from financing activities EUR 1.4 (-17.6) million. Financing income and expenses came to EUR (-19.7) million. Sponda's equity ratio was 44 (47) % and gearing was 111 (98) %. Interest-bearing debt amounted to EUR (587.5) million, the average maturity of Sponda's loans was 3.4 (3.5) years and the average interest rate was 4.2 (4.5) %. The interest hedge level was 75 %. The average interest-bearing period of the whole debt portfolio was 2.3 (2.8) years. The debt portfolio consists of three domestic bond programmes totalling EUR 300 million, a syndicated credit facility of EUR 250 million, and commercial papers amounting to EUR 71.5 million. Liquidity is managed using flexible EUR 100 million credit limits and a EUR 150 million commercial paper programme. Sponda's loans are not mortgaged. Personnel Sponda Group had 54 (51) employees on average during the period, which included 50 (46) in the parent company, Sponda Plc. At the end of September Sponda's workforce numbered 55 (51) employees, 51 (46) of whom were employed by the parent company. Sponda has personnel only in Finland. All employees are included in an incentive bonus scheme indexed to the result of leasing activities. Group structure Sponda Group comprises the parent company and its subsidiaries, all of which are wholly owned mutual property companies. The Sponda share The average price of the Sponda share between January and September was EUR The highest quotation of the Sponda share on the Helsinki Stock Exchange was EUR 9.34 and the lowest was EUR The market capitalization of the company's share capital at the end of September was EUR 699 million. 376,000 new shares were subscribed during the period after C warrants under the 2000 convertible bond were exercised. A corresponding increase in the share capital, totalling EUR 376,000 was recorded in the Trade Register: on 29 June 2005 (312,000 shares), on 19 August 2005 (3,000 shares) and on 27 September 2005 (61,000 shares). Following this increase Sponda's share capital amounts to EUR 79,204,275 divided between 79,204,275 shares. The Annual General eting on 23 March 2005 authorized the Board of Directors to purchase the company's own shares. This authorization was not exercised during the reporting period. The ownership structure of Sponda share capital on 30 September 2005 was as follows: No. of shares % of total % The Finnish State (Ministry of Finance) 27,189, Private persons 4,769, Private institutions (Finnish) 5,181, Foreign institutions 42,063, No. of shares, total 79,204,

5 Board of Directors and President The members of the Board of Directors are Kaj-Gustaf Bergh, Tuula Entelä, Maija-Liisa Friman, Harri Pynnä, Anssi Soila and Jarmo Väisänen. The chairman of the Board is Anssi Soila and the deputy chairman is Jarmo Väisänen. Sponda's President and CEO between 1 January and 31 May 2005 was Kari Kolu, and since 1 June 2005 Kari Inkinen. Auditors Sponda Plc's auditors are Sixten Nyman APA and the firm of authorized public accountants KPMG Oy Ab under the supervision of principal auditor Raija-Leena Hankonen APA. The deputy auditor is Fredrik Westerholm APA. Sampo Bank demand for payment Sampo Bank is suing Sponda Plc in the Helsinki District Court for payment of additional interest totalling EUR 5.3 million for the period 17 December June 2004 based on a credit agreement. Sponda disputes the claim as groundless. Prospects for 2005 Cash flow from operating activities is forecast to stay at the 2004 level. The economic occupancy rate of Sponda's investment properties is expected to remain unchanged or to improve slightly by the end of 2005 and rent levels to stay stable. The value of the properties is expected to remain stable during Financial reporting in 2006 Sponda publishes its financial statements bulletin for 2005 on Thursday 9 February The Annual General eting will be held on 29 March The three interim reports in 2006 will be published on 4 May 2006, 3 August 2006 and 2 November November 2005 Sponda Plc Board of Directors

6 Sponda Plc Key figures 7-9/05 7-9/04 1-9/05 1-9/ /04 Total revenue Net operating income Operating profit Earnings per share e Cash flow from operating activities per share e Shareholders equity per share e Net assets per share e Equity ratio % Gearing % Economic occupancy rate % Consolidated income statement (IFRS) 7-9/ / / / /2004 Total revenue Maintenance costs Net operating income Depreciation Profit/loss on ownership of fair value Gross profit Other operating income Sales and marketing expenses Administrative expenses Other operating expenses Operating profit Financial income and expenses Profit before taxes Taxes in the period Taxes from previous periods Deferred taxes Taxes, total Net income for the period Distribution To the parent company owners EPS calculated on net income to the parent company owners: Earnings per share, undiluted (EUR) Earnings per share, adjusted (EUR) No. of shares on average (million) Undiluted Diluted

7 Consolidated balance sheet (IFRS) ASSETS 30 Sep Sep Dec Non-current assets Tangible assets Intangible assets Investment properties 1, , ,221.5 Investments Long-term receivables Deferred tax assets Non-current assets, total 1, , ,235.6 Current assets Accounts receivable and other receivables Cash reserves Current assets, total Assets, total 1, , ,246.6 SHAREHOLDERS EQUITY AND LIABILITIES Equity owed to parent company owners Share capital Share premium fund Revaluation fund ) - - Retained earnings Shareholders equity, total Liabilities Non-current liabilities Deferred tax liabilities Pension commitments Provisions Interest-bearing debt Other non-interest-bearing debt ) - - Non-current liabilities, total Current liabilities Accounts payable and other liabilities Current interest-bearing debt Current liabilities, total Liabilities, total Shareholders equity and liabilities, total 1, , ,246.6 Interest-bearing debt ) Hedge instruments are valued at their fair values on 1 January 2005 and the change in fair value is entered at the transition date in the revaluation fund and in other non-interest-bearing debt. The change in value of the effective portion of the hedge instruments that meet the conditions for hedge accounting after the transition date is entered directly in the shareholders equity revaluation fund.

8 Segment information Types of property Income statement 1-9/2005 Office Retail Logistics Other Group total Total revenue Maintenance costs Net operating income Profit/loss on ownership at fair value Gross profit Administration and marketing Other income and expenses Operating profit Balance sheet 30 September 2005 Investments Assets of which: Holdings in associated companies Debt Income statement 1-9/2004 Office Retail Logistics Other Group total Total revenue Maintenance costs Net operating income Change in value of investment properties Gross profit Administration and marketing Other income and expenses Operating profit Balance sheet 30 September 2004 Investments Assets ,267.8 of which: Holdings in associated companies Debt Segments 30 Sep Sep Total revenue Helsinki tropolitan Area Rest of Finland Other - - Group, total

9 Investments 30 Sep Sep Helsinki tropolitan Area Rest of Finland Other Group, total Assets 30 Sep Sep Helsinki tropolitan Area 1, ,192.9 Rest of Finland Other Group, total 1, ,267.8 Consolidated cash flow statement (IFRS) 1-9/ / /2004 Cash flow from operating activities Net profit for the period Adjustments Change in net working capital Interest received and other financial income Interest paid and other financial expenses Dividends received Income taxes paid Net cash from operating activities Cash flow from investing activities Investments in investment properties Investments in other tangible and intangible assets Proceeds from sale of property investments Proceeds from sale of other tangible and intangible assets Net cash from investing activities Cash flow from financing activities Increase in share capital related to convertible bonds Long-term loans raised Long-term loans, repayments Short-term loans, raised / repayments Dividends paid Net cash from financing activities Change in cash and cash equivalents Cash and cash equivalents, start of period Cash and cash equivalents, end of period Market value of investment properties (IFRS) Market value of investment properties at start of period 1, , ,251.5 Investments in investment properties Investment properties purchased Investment properties sold Profit/loss on ownership at fair value after investments Market value of investment properties at end of period 1, , ,221.5

10 Changes in Group s shareholders equity Share capital Share premium fund Revaluation fund Retained earnings Total Shareholders equity 1 Jan Net income for the period Dividend distribution Increase in share capital Shareholders equity 30 Sep Shareholders equity 31 Dec Impact of IAS Shareholders equity 1 Jan. 2005, adjusted Hedging of cash flow: amount allocated to shareholders equity Taxes on items allocated to shareholders equity Total income and expenses allocated directly to shareholders equity Net income for the period Income and expenses in the period Dividend distribution Increase in share capital Shareholders equity at 30 Sep Contingent liabilities Collateral and commitments given by the Group Group Group Group 30 Sep Sep Dec Loans from financial institutions, covered by collateral Mortgages Book value of pledged shares Lease liability Mortgages Interest derivatives Swap contracts, notional value Swap contracts, fair value

11 Comparison of consolidated income statements Ref. FAS IFRS IFRS 1-9/2004 Changes 1-9/2004 Total revenue Maintenance costs Net operating income Depreciation Profit/loss on ownership at fair value Gross profit Other operating income Sales and marketing costs Administrative costs Other operating costs Operating profit Financial income and costs Profit before taxes Taxes in the period Taxes from previous periods Deferred taxes Taxes, total Net income for the period Comparison of balance sheets ASSETS Non-current assets Ref. FAS IFRS IFRS 30 Sep Changes 30 Sep Tangible assets 1 1, , Intangible assets Investment properties 2-1, ,241.8 Investments Long-term receivables Deferred tax assets Non-current assets, total 1, ,255.8 Current assets Accounts receivable and other receivables Cash reserves Current assets, total Assets, total 1, ,267.8 SHAREHOLDERS EQUITY AND LIABILITIES Shareholders equity Share capital Share premium fund Retained earnings

12 Shareholders equity, total Liabilities Non-current liabilities Deferred tax liabilities Pension commitments Provisions Interest-bearing debt Non-current liabilities, total Current liabilities Accounts payable and other liabilities Current interest-bearing liabilities Current liabilities, total Liabilities, total Shareholders equity and liabilities, total 1, ,267.8 Comparison of balance sheet Further information Ref. 1 Items related to investment properties have been removed from planned depreciation and non-current assets. Ref. 2 Investment properties are measured at their fair value and the change is entered in the income statement and under shareholders equity in the opening balance sheet. Ref. 3 Deferred taxes are entered as required by IAS 12 Income Taxes. Ref. 4 Debt-reducing periodized interest income from interest rate derivatives has been moved from debt to receivables, as required by IAS 1 Presentation of Financial Statements Ref. 5 Defined benefit pension commitments are entered as required by IAS 19 Employee Benefits. Ref. 6 Adjustments to profits and losses on sales under FAS. Ref. 7 Rental commitments are entered as required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Reconciliation of shareholders equity 30 Sep Shareholders equity under FAS Impacts of IFRS Profit/loss on ownership at fair value Deferred taxes Reversal of revaluation -1.4 Pension commitments -0.1 Change in provisions 0.1 IFRS adjustments, total 97.4 Shareholders equity under IFRS 600.8

13 Reconciliation of net income 7-9/ /2004 Net income for the period, FAS Impacts of IFRS Reversal of depreciation on investment properties Profit/loss on ownership at fair value Adjustments to sales profits/losses Change in provisions Change in deferred taxes Change in tax rate applied to deferred taxes IFRS adjustments, total Net income for the period, IFRS