Granbero Holdings Ltd Half year results

Transcription

1 Granbero Holdings Ltd Half year results Sustained growth and results from continued development, construction and marketing efforts in core Polish market segments - Net profit for the period of 21,764 KEUR (vs. 19,546 KEUR as of ) - Solvency ratio of 46% (vs. 49% as per ) - Receipt of building permit for the Marynarska 12 office project (40,000 m 2 lettable office space in the Mokotow area of Warsaw) and closing of a 27,000 m 2 leasing contract with T-Mobile, anchor tenant - Significant construction efforts on the Senator project (approx. 25,000 m 2 office space in the Warsaw CBD), the Q-Bik residential project (350 lofts in Warsaw) and the Marynarska 12 office project - Delivery of Phase 2 (approx. 15,600 m 2 office space) of the Mokotow Nova project (approx. 42,000 m 2 office space in total) early 2012 and delivery of the Senator project end of June 2012 Preliminary remark Granbero Holdings Ltd. (as the legal Cyprus entity with all its Polish subsidiaries) represents the Polish activities of the Ghelamco Group, a leading European real estate investor and developer active in the offices, residential, retail and logistics markets. As Granbero Holdings acts in Poland under the commercial name Ghelamco, we refer hereafter to Granbero Holdings under the reference Ghelamco or the Company. Summary The Company closed its 2012 half-year accounts with a net profit of 21,764 KEUR, again mainly as a result from its continued development, construction and commercialisation efforts. Thanks to these efforts the Company managed to achieve sustained growth, reflected in an increased balance sheet total of 919,411 KEUR and an equity of 424,676 KEUR. The solvency ratio amounted to 46%. The investing activities in Poland during the first half of 2012 have to a significant extent been focused on the further construction (until delivery end of June 2012) of the Senator office project, the kick-off of the construction works of the Marynarska 12 office project (after the closing of a 27,000 m 2 leasing contract with anchor tenant T-Mobile in April 2012) and the further construction (until delivery in Q3 2012) of the Warsaw residential project Q-Bik. 1

2 As to divestures, the sale of the Katowice Business Point office project in Katowice is being considered, after the siging of a letter of intent with PZU end of February In addition, the Dystryvest plot, m 2 plot located in Opacz Kolonia, near Warsaw, has been sold shortly after period-end for a sales price of 1,575 KEUR. Key figures (KEUR) Results Operating result 24,689 20,277 Net result of the period 21,764 19,546 Share of the group in the net result of the period 21,764 19,546 Balance sheet Total assets 919, ,391 Cash and cash equivalents 25,433 16,748 Net financial debt (-) 373, ,151 Total equity 424, ,050 Revenue for the first semester of 2012 amounts to 4,369 KEUR and mainly relates to the sale of apartments in Wroclaw (834KEUR) and rental income (mainly from the Katowice and Mokotow Nova office projects). The investment property (under construction) portfolio evolved from a fair value of 460,532 KEUR per end 2011 to 523,864 KEUR per end of June 2012; evolution which is the combined result of current period s expenditures (33,629 KEUR), transfers (-1,575 KEUR, Dystryvest transfer to assets classified as held for sale), fair value adjustments (22,018 KEUR) and currency translation impact (9,260 KEUR). The current period s favorable fair value adjustment is mainly the consequence of the Company s sustained development, investment and leasing efforts, in combination with market evolution (in terms of yields and rent levels). The operating result for the first half-year of 2012 totals to 24,689 KEUR; net profit for the period closes with 21,764 KEUR. Property development inventories balance increased by 7,527 KEUR to 83,945 KEUR; increase which is mainly connected with the continuation of the construction works (until delivery shortly after period-end) on the Q-Bik project (350 residential soft lofts in Warsaw for which per mid 2012 over 40% of pre-sales have been realized). During the period the Company was able to obtain new bank borrowings and withdraw on existing credit facilities for a total amount of 28.3 MEUR. On the other hand, reimbursements and refinancings have been done for an amount of 0.4 MEUR, bringing the total outstanding amount of bank borrowings to 212 MEUR (compared to 185 MEUR at 31/12/2011). In addition, the Company has in the first half-year of 2012 been able to issue a next Katalyst bearer bond tranche (tranche C) for an amount of MPLN, bringing the total amount of outstanding bonds per 30 June 2012 to MPLN (or 76,867 KEUR, taking into account capitalized issue costs). On the other hand, related party loans decreased by 5 MEUR to 110 MEUR. Doing so, leverage 1 amounts to 43%. 1 Calculated as follows: interest bearing loans and borrowings/ total assets 2

3 Overview In Poland, the Company in first instance maintained its existing land bank but also took advantage of some expansion opportunities and divested the Dystryvest plot shortly after period-end, upon management s decision not to further develop the site. Sales price amounted to 1,575 KEUR. Continued development efforts resulted in the receipt of the building permit for the Marynarska 12 office project (+/- 40,000 m 2 lettable office space in the Warsaw Mokotow area) early 2012 and for the Lopuszanska office project (+/- 16,500 m 2 lettable office space in the Warsaw Wlochy district) in Q The Company in addition focused on the continuation of construction works on the Senator project and the Q- Bik project (for which per date of the current report over 150 apartments have been (pre-)sold) and the kick-off of construction works on the Marynaska 12 project. As to (pre-)leasing and occupation of projects: -Early 2012 the second phase of the Mokotow Nova project (15,600 m 2 on the total of 42,000 m 2 ) has been delivered and the exloitation permit has been received. Per date of the current report, +/- 84% of the available space of phase 1 has been leased and 69% of the lettable space of phase 2. -Per date of the current report, the Senator project, which has been delivered end of June 2012, has been leased out for over 70%. -The Marynarska 12 office project (for which construction is ongoing) and the Lopuszanksa office project (for which construction still has to be kicked off) have per date of this report already been pre-leased for resp. 68% and 77%. As to divestures, the (asset deal) sale of the Katowice Business Point office project in Katowice (approx. 17,000 m 2 lettable office space, as good as fully leased) is currently being considered, after the siging of a letter of intent with PZU end of February Outlook It is the Company s strategy to further diversify its development portfolio by spreading its developments over different real estate segments. For the second half of 2012, the Company will continue its sustained growth. In addition, it will closely monitor specific evolutions in its active markets and real estate segments. Considering its sound financial structure and the observed and expected further market evolutions (in terms of tenant activity and evolution in yields), the Company is confident to achieve this growth and its goals for 2012 in general. 3

4 Risks Due to its activities, the Company is exposed to a variety of financial risks: market risk (including exchange rate risk, price risk and interest rate risk), credit risk and liquidity risk. Financial risks relate to the following financial instruments: trade receivables, cash and cash equivalents, trade and other payables and borrowings. These risks, which are described in detail in the Granbero Holdings Ltd IFRS Consolidated Financial Statements at 31 December 2011, remain applicable for the second year-half of 2012 and are closely managed and monitored by the Company s management. Fairness Declaration The Management, acting in the name of and on behalf of GRANBERO HOLDINGS LTD, attest that to the best of their knowledge, the interim condensed financial statements are prepared in accordance with applicable accounting standards and give, in all material respect, a true and fair view of the consolidated assets and liabilities, financial position and consolidated results of the company and of its subsidiaries included in the consolidation for the six month period; the interim financial management report, in all material respect, gives a true and fair view of all important events and significant transactions with related parties that have occurred in the first six month period and their effects on the interim financial statements, as well as an overview of the most significant risks and uncertainties we are confronted with for the remaining six months of the financial year. About Ghelamco Ghelamco Group is a leading European real estate investor and developer active in the offices, residential, retail and logistics markets. It maintains a high quality internal control with respect for agreed milestones over all its project development phases: land purchase, planning, coordinating the construction phase and sale or lease. Its projects combine prime and strategic locations with efficient and aesthetically inspiring designs and correct timing. Its successes on the Belgian, Dutch, French, Polish, Ukrainian and Russian markets are generated by the Group s professional and enthusiastic staff that is driven by the vision and passion of its management. 4

5 Condensed consolidated income statement (in KEUR) 30/06/ /06/2011 Revenue 4, Other operating income 1,260 2,227 Cost of Property Development Inventories Employee benefit expense Depreciation amortisation and impairment charges Gains from revaluation of Investment Property 22,018 20,205 Other operating expense -2,559-3,323 Operating result 24,689 20,277 Finance income 8,911 4,166 Finance costs -10,724-5,193 Result before income tax 22,876 19,250 Income tax expense -1, Result of the period 21,764 19,546 Attributable to Equity holders of parent 21,764 19,546 Non-controlling interests Condensed consolidated statement of comprehensive income (in KEUR) 30/06/ /06/2011 Profit for the period 21,764 19,546 Exchange differences on translating foreign operations Other Other comprehensive income of the period Total Comprehensive income for the period 21,626 19,418 Attributable to Equity holders of parent 21,626 19,418 Non-controlling interests 5

6 Condensed consolidated balance sheet (in KEUR) ASSETS 30/06/ /12/2011 Non-current assets Investment Property 523, ,532 Property, plant and equipment Receivables and prepayments 219, ,720 Deferred tax assets 1, Other financial assets 444 1,952 Restricted cash 1,117 1, , ,413 Current assets Property Development Inventories 83,945 76,418 Trade and other receivables 59,281 46,012 Current tax assets 0 0 Derivatives 2,800 2,800 Assets classified as held for sale 1,575 0 Restricted cash 0 0 Cash and cash equivalents 25,433 16,748 Total current assets 173, ,978 TOTAL ASSETS 919, ,

7 Condensed consolidated balance sheet (in KEUR) (cont d) EQUITY AND LIABILITIES 30/06/ /12/2011 Capital and reserves attributable to the Company s equity holders Share capital CTA 2,674 2,812 Retained earnings 420, , , ,149 Non-controlling interests 1,901 1,901 TOTAL EQUITY 424, ,050 Non-current liabilities Interest-bearing loans and borrowings 395, ,981 Deferred tax liabilities 25,151 23,897 Other non-current liabilities 0 0 Long-term provisions Total non-current liabilities 421, ,878 Current liabilities Trade and other payables 70,015 51,081 Current tax liabilities Interest-bearing loans and borrowings 3,362 43,918 Short-term provisions Total current liabilities 73,735 95,463 Total liabilities 494, ,341 TOTAL EQUITY AND LIABILITIES 919, ,

8 Condensed consolidated cash flow statement (in KEUR) Cash flow from operating activities 30/06/ /06/2011 Result of the year before income tax 22,876 19,250 Adjustments for: - Change in fair value of investment property -22,018-20,205 - Depreciation, amortization and impairment charges Result on disposal investment property - Change in provisions - Net interest charge 5, Movements in working capital: - change in inventory -7,527-24,575 - change in trade & other receivables -13,269-8,419 - change in trade & other payables 18,934 9,679 - change in fair value of derivatives - Movement in other non-current liabilities 0 1,502 - Other non-cash items Income tax paid Interest paid -10,322-4,507 Net cash from operating activities -6,050-27,010 Cash flow from investing activities Interest received 4,916 4,009 Purchase of property, plant & equipment 0 0 Purchase of investment property -39,019-40,018 Proceeds from disposal of investment property 0 61,816 Net cash outflow on acquisition of subsidiaries Net cash outflow on other non-current financial assets -2,687-12,036 Net cash inflow/outflow on NCI transactions Change in trade and other payables Movement in restricted cash accounts 163 4,315 Net cash flow used in investing activities -36,627 18,086 Financing Activities Proceeds from borrowings 55,743 55,344 Repayment of borrowings ,688 Unrealized exch. diffs. on EUR loans in Polish SPVs -3,950 0 Net cash inflow from / (used in) financing activities 51,362 12,

9 Net increase in cash and cash equivalents 8,685 3,732 Cash and cash equivalents at 1 January 16,748 4,387 Cash and cash equivalents at the end of the period 25,433 8,119 Condensed consolidated statement of changes in equity (in KEUR) Attributable to the equity holders Share capital Cumulative translation reserve Retained earnings Noncontrolling interests Total equity Balance at 1 January , ,381 1, ,645 Foreign currency translation -128 (CTA) -128 Profit/(loss) for the year 19,546 19,546 Dividend distribution Change in non-controlling interests Change in the consolidation scope Balance at 30 June , ,927 1, ,063 Balance at 1 January , ,327 1, ,050 Foreign currency translation -138 (CTA) -138 Profit/(loss) for the year 21,764 21,764 Dividend distribution Change in non-controlling interests Change in the consolidation scope Balance at 30 June , ,091 1, ,

10 Notes to the condensed consolidated interim financial statements at 30 June Basis of preparation The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union. The new interpretations and standards that were applicable in 2012 did not have any significant impact on the Company financial statements. 2. Significant accounting policies The condensed consolidated interim financial statements are prepared on a historic cost basis, with the exception of investment property (under construction) and derivative financials instruments, which are stated at fair value. All figures are in thousands of EUR (KEUR), unless stated otherwise. The accounting policies adopted are consistent with those followed for the preparation of the Company s consolidated financial statements for the year ended 31 December Property development inventories Property Development Inventories contain mainly plots of land held for development of residential purposes and residential buildings either finished or still under construction. Property Development Inventories 30/06/ /12/ ,945 76,418 83,945 76,418 A large part (58,933 KEUR) of the 30/06/2012 inventory balance relates to the Q-Bik project (350 residential soft lofts in the Mokotów district of Warsaw); project which has been delivered shortly after period-end and for which as of 30/06/12 significant pre-sales have already been realized. 10

11 4. Investment property (under construction) Balance at 31 December ,532 Acquisition of properties Acquisition through business combinations Subsequent expenditure 33,629 Transfers to assets held for sale -1,575 - Assets classified as held for sale - Other transfers Adjustment to fair value through P/L 22,018 Disposals CTA 9,260 Other Balance at 30 June ,864 Investment Properties are stated at fair value as determined by either independent appraisers or by management and are classified in 4 categories: A. Land without pre-permit approval, held for capital appreciation or undetermined use (fair value based on comparative method); B. Land with pre-permit approval held for development and investment (fair value based on the potential of constructing leasable m²); C. Land + Construction ongoing (fair value based on the residual method); D. Completed Projects held for investment. 11

12 SPV Commercial Name Valuation Cat 30/06/ /12/2011 KEUR KEUR Apollo (52%) Spinnaker Tower KNF B 9,058 9,632 Business Bud Postepu Business Park KNF A 10,540 8,270 Capital Bud Sienna Towers KNF B 40,560 38,670 Dystryvest Logistic Rebusowa Str (1) A Eastern Europe Bud Spire and Chopin Tower KNF C 112, ,425 Excellent Bud Katowice Business Point (*) D 37,100 37,100 Focus Invest Lopuszanska Bus. Park DTZ B 4,964 4,308 HQ Invest Senator KNF D 112,500 68,834 Innovation Bud Sobieski Tower DTZ B 11,644 13,393 Kalea Investments Mokotow Nova DTZ D 110, ,207 Market Invest Mszczonow Logistics DTZ A 2,981 2,981 Primula Invest/Kappa Invest Nestlé Plot KNF C 28,770 21,620 Pro Business Invest Wroclaw Business Park KNF B 20,373 19,183 Bellona Grzybowska KNF A 6,330 6,290 Bellona Logistyka KNF A 16,930 8,710 TOTAL : 523, ,532 Legend : Man = Management valuation, KNF = Knight Frank, JLL = Jones Lang Lasalle, DTZ= DTZadelhof, CLL = Colliers, (*) = valued based on average offers/loi of investment fund(s) as at 30/06/12 (1): The Dystryvest plot has shortly after period-end been sold to a third party and has for that as of 30/06/12 been reclassified to assets held for sale. Sales price amounted to 1,575 KEUR. The average yields used in the expert valuations (applying residual method) on 30 June are as follows: % to 8.0% depending on the specifics, nature and location of the developments (vs. 6.0% to 8.00% per 31/12/2011) 5. Restricted cash 30/06/ /12/2011 Restricted cash non-current 1,117 1,280 Restricted cash current - - 1,117 1,280 Outstanding balance relates to: -amount on escrow and still to be released after the Trinity Park III sale of

13 6. Interest bearing loans and borrowings 30/06/ /12/2011 Non-current Bank borrowings floating rate 209, ,721 Other borrowings floating rate 186, ,260 Finance lease liabilities 395, ,981 Current Bank borrowings floating rate 3,362 43,918 Other borrowings floating rate Finance lease liabilities 3,362 43,918 TOTAL 399, , Bank borrowings During the period, the Company obtained new secured bank loans mainly expressed in EUR and/or PLN and withdrew on existing credit facilities for a total amount of 28.3 MEUR, all of which are Euribor based. On the other hand, reimbursements (and/or refinancings) have been done for a total amount of 0.4 MEUR, net of prolongation of a number of borrowings. When securing debt finance for its (larger) projects, the Company always negotiates long term agreements with its banks. Under these agreements, the bank swaps land acquisition loans (2 year term) into development loans (additional 2 year term) and swaps development loans into investment loans (usually 5 years term) upon the fulfilment of pre-agreed conditions. Most banking partners of the Company have accepted the above as a framework for past, current and future cooperation. For the purpose of these financial statements, the Company treated its bank borrowings (or the maturing part of it) as current when the swap date from acquisition loan into development loan falls within the next accounting year. 13

14 An overview of the bank borrowings per 30/06/2012 is given below by project: Company Company maturity date outstanding amount at 30/06/2012 Noncurrent Current POLAND Eastern Europe Bud Warsaw Spire 30/09/ ,344 22,344 Capital Bud Sienna Towers 30/09/2013 7,698 7,698 Proof Invest Woronicza QBIK 31/03/ ,775 29, Kalea Investment Mokotow Nova 30/06/ ,862 55,862 Pro Business Investment Wroclaw Business Park 30/09/2013 6,987 6,987 Creative Invest Foksal 30/09/2013 3,995 3,995 Excellent Bud Katowice Business Point 31/03/ ,053 24,053 HQ Invest Senator 11/10/ ,982 45,133 2,849 Innovation Bud Sobieski Tower 18/12/2013 3,800 3,800 Business Bud Postepu Business Park 30/01/2015 2,307 2,307 Creditero Bellona 31/05/2026 7,689 7,689 TOTAL 212, ,130 3,362 No defaults of payments or breaches of borrowing agreements occurred as of 30 June Bank borrowings are secured by amongst others the property development projects of the Company, including land and in-process construction, pledge on SPV shares, etc. The loan agreements granted by the bank are sometimes subject to a number of covenants (Loan to Value, Loan to Cost, Debt Service Cover). During the period and per end of the period, there were no events of default in respect of these borrowings. 6.2 Bonds The Company has in the period July 2011 April 2012 and via its financial vehicle Ghelamco Invest Sp. z o.o., issued bearer bonds for a total amount of MPLN. These bonds, which are secured by a redemption surety granted by Granbero Holdings Ltd. (the Company), have been underwritten by a select group of investors and have been listed for trading on the alternative trading system Catalyst run by BondSpot S.A. Goal of the issue is to finance the Company s further investment projects within Warsaw metropolitan area, in Wrocław or Katowice. The bonds have a term of 3 years and bear an interest of Wibor 6 months + 5% (200 MPLN) and Wibor 6 months + 6% (132.5 MPLN). Balance outstanding per balance sheet date (76,867 KEUR) represents the amount of issue (332.5 MPLN) less capitalized issue costs (of which mainly the issuing bank s arrangement fee), which are amortized over the term of the bond. 14

15 7. Revenue Revenue can be detailed as follows: Sales of Residential Projects Rental Income 3, TOTAL REVENUE 4, Other items included in operating profit/losss Other operating income The current period s other operating income mainly relates to fit-out expenses charged through to tenants. The 30/06/2011 other operating income included a 2,166 KEUR gain on the transfer of Ghelamco Invest Sp. z o.o. from the Ghelamco Service Holding, related party, to Granbero Holdings Ltd. 30/06/ /06/2011 Gains from revaluation of Investment Property 22,018 20,205 Fair value adjustments over the first half of 2012 amount to 22,018 KEUR, which is mainly the result of current period s further engineering, development, construction and leasing efforts, in combination with evolution in market conditions (in terms of yields and rent rate levels). Other operating expenses 30/06/ /06/2011 Taxes and charges Insurance expenses 62 3 Audit, legal and tax expenses Sales expenses 13 2,169 rental guarantee expenses operating expenses with related parties Miscellaneous 1, Total: 2,559 3,

16 9. Finance income and finance costs 30/06/ /06/2011 Foreign exchange gains 3,948 Interest income 4,916 4,009 Other finance income Total finance income 8,911 4,166 Interest expense -10,322-4,507 Other interest and finance costs Foreign exchange losses Total finance costs -10,724-5, Transactions with related parties Since 2007, Ghelamco (Consortium) s business activities are structured in three major holdings under common control of the ultimate shareholders: - Investment & Development Holding: comprises resources invested in the development of real estate projects in Belgium, Poland, Russia and Ukraine and the intra-group Financing Vehicles referred to as Ghelamco Group or the Group ; - Service Holding: represents international entities that provide construction, engineering and development services to the Investment & Development Group; - Portfolio Holding: consists of all other activities and real estate investments controlled by the ultimate shareholders. Granbero Holdings Ltd (the Company ) is the holding company of the Polish activities of Ghelamco Group Comm. VA, which is in turn the holding company of the Investment & Development Group. Granbero Holdings Ltd, together with its direct and indirect legal subsidiaries, constitute the reporting entity for the purpose of these interim condensed financial statements. Balances and transactions between the Company and related parties (belonging to the Services Holding and the Portfolio Holding) mainly relate to construction and development services on the one hand and other (financial) related party transactions on the other hand. Trading transactions: purchase of construction, engineering and other related services from related parties Construction and development services The Company has entered into property development and construction contracts with property development and construction companies ( Contractors ) the indirect subsidiaries of the Service Holding (International Real Estate Services Comm. VA (parent company of Ghelamco s Service Holding )): Ghelamco Poland with its registered office in Warsaw; 16

17 Engineering and architectural design services APEC Architectural Engineering Projects Limited (a limited liability company registered under the laws of Ireland) and Safe Invest Sp. z o.o (a limited liability company registered under the laws of Poland), both direct and indirect legal subsidiaries of International Real Estate Services Comm. VA, the parent company of Ghelamco s Service Holding ) coordinate engineering and architectural design services provided to the Company in accordance with terms of the respective contracts. Purchases of services from Apec Ltd and Safe Invest Sp. z o.o exceed 80% of all engineering, architectural design and other related services acquired by the Company. Other related party transactions The excess cash balances generated by the Company s real estate development activities are, besides being reinvested in the Polish entities belonging to the Investment and Development Holding, also invested in entities belonging to the Service Holding and Portfolio Holding in form of short and long-term loans. These loans are granted at the arm s length conditions. Above described related party transactions and balances can be detailed as follows: Purchases of construction, engineering and architectural design: -39,935 related party trade receivable 1,904 related party trade accounts payable -17,838 related party non-current loans receivable 213,813 related party interests receivable 37,402 related party C/A receivable 2,077 related party non-current loans payable -109,852 related party interests payable -27,550 related party C/A payable -5, Post balance sheet events Winning of 2 awards at the International Property Awards Europe in London, September 2012: Best Office Building Europe and Best Office Building Poland, two times granted to the Senator project in Warsaw. 17

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