28th Aug 2014 14:15
The following amendment has been made to the Half Yearly Report announcement released today 28 August 2014 at 0700 under RNS No 1826Q
The figure under the heading "USA" in "Operational Review" has now been corrected from US$108,500 to US$108.5 million
All other details remain unchanged.
The full amended text is shown below.
BCRE - Brack Capital Real Estate Investments N.V.
("BCRE" or the "Company")
INTERIM RESULTS ANNOUNCEMENT
The Board of Brack Capital Real Estate Investments N.V. releases the results for the six months ended 30 June 2014.
Highlights
· Successful listing on the London Stock Exchange in May 2014
· Raised €23 million, net of expenses, on Admission to the Main Market
· Generated revenues of €32,8 million from rental income (30 June 2013: €21,9 million)
· Generated revenues of €28,3 million from the sale of residential units upon the start of delivery of apartments in the Dusseldorf project
· NAV amounted to €255,8 million as at 30 June 2014 (31 December 2013: €232,3 million)
· Moody's upgraded corporate bond series from ilA3/Stable to ilA2/stable outlook
· Seeking to complete two significant US property transactions
Harin Thaker, Chairman of the Company, said
"I am pleased to present the Group's first set of half year results since listing on the London Stock Exchange in May of this year. In the short time since then, we have already announced two significant transactions together with an increase in the rating of our corporate bonds. This represents a good start for BCRE as a public company."
Ariel Podrojski, Chief Executive, said
"We are an international real estate development and investment group, headquartered in the Netherlands with established expert local management team platforms in the US, Germany, Russia, UK and India. The Company was established in December 2004 to consolidate and carry out the real estate activities of the Brack Capital Group.
On 28 May 2014, the Company joined the main market of the London Stock Exchange, raising approximately €23 million, net of expenses.
The listing provides us with a trading platform to support our ambition to grow the current portfolio of property assets under management which are generally jointly owned, with BCRE management in operating control.
We have been active in the first six months of 2014 both in terms of our asset management and corporate activities. The successful listing has been a primary focus and we are delighted to have achieved a smooth entry onto the London main market."
Enquiries:
BCRE-Brack Capital Real Estate Investment N.V. | |
Ariel Podrojski, Chief Executive Officer | |
Nansia Koutsou, Chief Financial Officer | +31 20 514 1004 |
Novella | |
Tim Robertson | |
Ben Heath | +44 203 151 7008 |
Introduction
BCRE is very pleased to announce the Group's results for the six months ended 30 June 2014.
As at 30 June 2014, the portfolio of properties in which the Group is interested comprises income-producing residential and commercial properties with a total built area of 966,000m² (831,000m² in December 2013). In addition, the Group has an interest in development projects currently under construction with a total combined lettable and saleable area of approximately 215,000m² (221,000m² in December 2013). The Group holds an interest in approximately 350,000m² of land available for sale as plotted development (same as in December 2013), and approximately 180,000m² of lettable and saleable area available for development (same as in December 2013), where development has not yet started. In addition, the Group has as an interest in approximately 300 hectares of land available for future development.
As at 30 June 2014, the aggregate value of assets in which the Company is interested in different percentages was approximately €1,7 billion (31 December 2013 : €1.5 billion).
Operational Review
Since the listing, Midroog, the Israeli subsidiary of Moody's Investors Service Inc., upgraded on 3 July 2014, the rating of our bond series from ilA3/Stable outlook to ilA2/stable outlook thus reaffirming the financial stability and strength of the business and its asset base. The rating agency highlighted BCRE's "notable financial strength and the expectation for quick cover ratios in 2015 and 2016. Together with relatively conservative borrowing levels at 42% equity-to-total assets and 51% debt-to-net CAP, further demonstrating the long term stability of the business."
In total, the Company employs more than 400 staff across the US, Germany, Russia, India and the UK. Each region is managed by a local team with specific knowledge of operating in their respective markets and follows BCRE's diversified strategy of investing alongside established partners in income producing assets, development projects and strategic land whilst generally also providing management and operational control.
Set up below are the highlights for the period in relation to the Company's main regional platforms:
USA
In the USA, one of the Group's principal investment markets, the Company currently operates through its subsidiary, BCRE USA. While our focus is on conversions for residential use and hotel developments in Manhattan, the Group is also now pursuing other income-producing activities, which include lending to smaller residential real estate developers within the greater New York area and acquiring multi-tenanted residential properties outside of this geographic area.
Since the successful sale of the James Hotel in Soho, 15 Union Square West and the Greystone on the Upper West Side, in 2013, all in Manhattan, we have been looking to increase our USA portfolio.
To this end, we were pleased to announce the acquisition of Cobblestone Grove Apartments (Cincinnati, Ohio) and the signing of two major condominium conversion deals in Manhattan which included 627 Greenwich and a residential deal in Upper West Side Manhattan.
The acquisition of Cobblestone Grove Apartments, consists of 292 class B multifamily property units, located in a suburb of Cincinnati Ohio, and was completed on 10 January, 2014 for US$19.05 million. Occupancy is currently 93% compared to 91% at the time of purchase with rent increases being achieved of around 5%.
Since the period end, the Company has exchanged contracts to purchase 627 Greenwich, a vacant building located in the West Village, Manhattan, New York comprising c.115,000 sq ft gross internal area (net residential area c.85,000 sq ft) for US$105 million.
We are also making progress towards completing a residential transaction, involving a significant property in the Upper West Side of Manhattan, New York. The potential transaction will involve the purchase of a building with a gross area of c.240,000 sq ft (net residential area c.185,000 sq ft). for US$108.5 million. The acquisition is ultimately subject to the approval of the State Court to the transaction.
These type of Manhattan condominium conversion deals have been successfully executed by BCRE USA many times in the past. The cost of renovation of 627 Greenwich and Upper West Side Manhattan is expected to be in the range of US$550 - 850 per sq ft depending on the planning and specification. We are likely to introduce joint venture partners in both deals as we have done in other projects.
In addition to new deals and of particular note, we completed the development of a 230 room CitizenM Hotel at Times Square which opened in April 2014 and is performing well. Overall, it has been a good period with BCRE USA continuing to leverage its significant local market expertise in the New York market.
Germany
BCRE views Germany as a highly attractive market for investing in property and Brack Capital Properties ("BCP"), listed on the TASE, represents the Group's German platform. We intend to continue increasing our exposure in the German market and, at current conditions, to continue increasing, from time to time, our interest in BCP subject to Board approval.
In May of this year, BCP completed the purchase of 1,567 residential units in northern Germany for approximately €54.43 million. This reflects the Group's continuing intention to capitalise on the current opportunities available in the German residential property market. Furthermore, in May 2014, BCP also completed the acquisition of a shopping centre in North Rhine-Westphalia for a total consideration of €13.5 million.
In the second quarter of 2014, BCP was pleased to confirm the initial net income recognition of €5.1 million from the delivery of 68 apartments in the Grafental project representing 34% of the apartments in Phase A. The handing over of the remaining apartments in Phase A and additional net income recognition of c. €10.2 million is expected in the third quarter of this year. In addition, c. 72% out of a total of 187 apartments in Phase B1 and B2 have been already sold as of 30 June 2014. The construction of Phase B1 and B2 commenced in April 2014. The handing over and net income recognition of c. €17.5 million from the delivery of these apartments is expected in the fourth quarter of 2015.
In August 2014, BCP signed a contract, subject to statutory approvals, to purchase a portfolio of 308 residential units in Dortmund, Germany (the "Portfolio"). The total leasable area of the Portfolio is 15,100 sqm., the units are let to various tenants and the occupancy rate of the Portfolio is 98%. The purchase price for the Portfolio is approximately €10.8 million (including transaction costs).
BCP, rated ilA+ by Standard & Poor's Maalot, a subsidiary of MacGraw-Gill Financial Inc., has completed a series of fund raising. In January 2014, BCP raised €15.5 million from debentures (Series B) with a duration of 6.25 years which bear interest at an annual rate of 3.29%. On July 2014, BCP raised a further €22m from debentures (Series C) with a duration of 8.5 years and an interest rate of 3.3% adjusted for consumer price index.
Russia
In Russia, the Company operates through its' subsidiary, BCRE Russia, and has a portfolio primarily focused on large retail commercial developments (some have already become income producing) concentrated in the Moscow region and in Kazan.
In Kazan, BCRE Russia is developing a wholesale and retail market on a land plot of c. 200 ha. The project includes the development of five modules, each comprising of over 1,300 units and a built up area of c.40,000m². Out of the five modules, three are currently under different stages of development. One module is fully leased and operational, another module is leased and will be handed over to tenants over the next couple of months. The third module is under lease negotiations and its construction will be completed (infrastructure works and foundations in place) once let.
The Group is also developing a shopping center with a net lettable are of c. 27,000m² on a 17,429m2 plot in Lyubertsy, one of the most densely populated cities in the Moscow region. The shopping center, which is in advanced stages of leasing, is expected to complete in June of next year.
We are of course continuously monitoring any impact from the broader economic and geopolitical environment as far as we can. Our approach is therefore more cautious and vigilant.
UK
The UK has historically been an important market for us. In 2002, a consortium led by a member of the Brack Capital Group (also comprising Apollo, Merrill Lynch, Lehman Brothers and others) made a successful bid for 82.7% of the issued share capital of Haslemere (a Dutch company listed on Euronext in Amsterdam, with secondary listings in London and Frankfurt and a listing on the Marché Libre in Paris, and with a UK real estate portfolio of 130 properties worth approximately €2.4 billion), valuing the whole company at €1.46 billion. Haslemere remained publicly traded until the end of 2004, when it was sold to GE Capital Real Estate.
In January 2014, BCRE re-entered the UK property market in a low key manner by completing the acquisition of Fountain Court, a vacant prime city centre office property located in Manchester's traditional central business district. Our objective is to build a long-term property business in the UK as part of our diversified multi-national strategy.
Outlook
We have a balanced portfolio with a wide cross section of excellent investments positioned to deliver attractive returns to our shareholders. Our diversified approach has proven to be a successful strategy for us and the Brack Capital Group over the last 20 years, as it makes use of our multi-national experience, enables us to select the best individual opportunities from a range of regions and provides a natural hedge through the spread of our activities.
We are today a profitable, balanced business with a conservative net debt to equity ratio managing a multi-billion euro portfolio which includes a mix of income producing assets that help fund the longer term opportunities contained in our development projects and investment in strategic land.
Our objective is to continue increase our exposure to the US and German markets together with the establishment and steady expansion of a UK platform steady increase of our exposure to this market. It is also our intention to continue maintaining our conservative leverage ratios. An additional important component of the Company's goals until the end of 2015 is to complete the development and handover of a number of projects which are in different construction stages. These include:
· Completion of the Orchard Indigo Hotel in Manhattan, New York
· Complete the handover of phase A and phases B1 and B2 of the Grafental project in Dusseldorf
· Completion of the Lyubertsy shopping center in the Moscow region
· Leasing and completion of the third module in Kazan
· Complete renovation of Fountain Court in Manchester
BCRE intends to make a distribution to its shareholders of around 2.5% of the Company's end-of-year NAV in 2014. To this effect, the Company has evaluated alternative forms under Dutch law to make the distribution and will be announcing the selected method together with the relevant procedures and other information in a separate document.
Note 4 to the condensed interim consolidated financial statements as at 30 June 2014 contains details of the related party transactions entered in to during the period.
Forward-looking statements
This report contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of Brack Capital Real Estate Investments N.V. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.
Statements of Directors' responsibilities
The Directors declare that, to the best of their knowledge:
• this condensed set of interim financial statements, which have been prepared in accordance with IAS 34 'Interim Financial Reporting', gives a true and fair view of the assets, liabilities, financial position and profit or loss of BCRE; and
• the interim management report gives a fair review of the information required pursuant to Rules 4.2.7 and 4.2.8 of the Disclosure and Transparency Rules of the United Kingdom.
BCRE's Directors and their functions are listed in the Annual Report and Accounts for 2013.
On behalf of the Board
Harin Thacker
Chairman
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
to the Board of Directors of -
BCRE - BRACK CAPITAL REAL ESTATE INVESTMENTS N.V.
Introduction
We have reviewed the accompanying interim condensed consolidated statement of financial position of BCRE - Brack Capital Real Estate Investments BV and its subsidiaries (the Group) as of 30 June 2014 and the related interim condensed consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with IAS 34 Interim Financial Reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. 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 International Standards on Auditing 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.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union.
Tel-Aviv, Israel | KOST FORER GABBAY & KASIERER | |
August 27 , 2014 | A Member of Ernst & Young Global |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June | 31 December | |||
2014 | 2013 | |||
Unaudited | Audited | |||
Euros in thousands | ||||
ASSETS | ||||
Non-current assets: | ||||
Investment property | 1,095,208 | *) 960,423 | ||
Investments and loans to associates and joint ventures | 248,687 | 256,303 | ||
Property, plant and equipment | 749 | 635 | ||
Inventory of land | 52,857 | 48,937 | ||
Other investments and loans | 33,613 | 28,838 | ||
Restricted deposits on investment property | 2,973 | - | ||
Deferred tax assets | 8,251 | *) 7,217 | ||
Embedded derivatives | 146 | - | ||
Total non-current assets | 1,442,484 | 1,302,353 | ||
Current assets: | ||||
Inventory of apartments under construction | 87,228 | 92,306 | ||
Trade and other receivables | 21,651 | 17,264 | ||
Other short term loans and current maturities of long term loans | 14,222 | 10,274 | ||
Restricted bank accounts | 5,237 | 3,875 | ||
Marketable securities and other short-term investments | 4,910 | 4,499 | ||
Cash and cash equivalents | 91,470 | 76,923 | ||
Total current assets | 224,718 | 205,141 | ||
Assets classified as held for sale | 15,739 | 15,608 | ||
Total assets | 1,682,941 | 1,523,102 | ||
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June | 31 December | |||
2014 | 2013 | |||
Unaudited | Audited | |||
Euros in thousands | ||||
EQUITY: | ||||
Share capital and premium | 151,922 | 68,726 | ||
Convertible shareholders' capital notes | - | 59,585 | ||
Reserves | (37,873) | (37,183) | ||
Retained earnings | 141,768 | *) 141,180 | ||
255,817 | 232,308 | |||
Non-controlling interests | 414,692 | *) 405,034 | ||
Total equity | 670,509 | 637,342 | ||
LIABILITIES: | ||||
Non-current liabilities: | ||||
Derivative financial instruments | 891 | 2,651 | ||
Interest-bearing loans and borrowings | 820,523 | 697,807 | ||
Other long-term liabilities | 3,158 | 3,158 | ||
Deferred tax liabilities | 47,375 | *) 41,520 | ||
Total non-current liabilities | 871,947 | 745,136 | ||
Current liabilities: | ||||
Tax provision | 1,810 | 1,752 | ||
Trade and other payables | 33,547 | 36,463 | ||
Interest-bearing loans and borrowings | 56,160 | 57,843 | ||
Advances from buyers | 48,771 | 43,542 | ||
Derivative financial instruments | 198 | 1,024 | ||
Total current liabilities | 140,486 | 140,624 | ||
Total liabilities | 1,012,433 | 885,760 | ||
Total equity and liabilities | 1,682,941 | 1,523,102 |
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME
| Six months ended 30 June | Year ended 31 December | |||||||
| 2014 | 2013 | 2013 | ||||||
Unaudited | Audited |
| |||||||
| Euros in thousands | ||||||||
| |||||||||
| Gross rental income | 32,832 | 21,930 | 50,080 | |||||
| Income from sales of residential units | 28,263 | - | - | |||||
| Service charge, management and other income | 1,188 | 2,461 | 4,839 | |||||
| Property operating expenses | (9,887) | (7,943) | (15,633) | |||||
| Cost of sales of residential units | (23,032) | - | - | |||||
| |||||||||
| Gross profit | 29,364 | 16,448 | 39,286 | |||||
| |||||||||
| Revaluation of investment property, net | 24,565 | *) 45,122 | *) 64,589 | |||||
| Gains from bargain purchase and loss from realization of investments | - | 7,935 | 6,099 | |||||
| Administrative expenses | (5,747) | (5,067) | (9,229) | |||||
| Administrative expenses relating to inventory under development, sales and marketing in Germany | (1,095) | (855) | (2,462) | |||||
| Other income (expenses), net | 538 | (2,715) | (1,341) | |||||
| Share based payments compensation | (1,535) | (1,528) | (2,403) | |||||
| Share in profit of entities accounted for using equity method, net | 3,938 | 24,087 | 48,918 | |||||
| |||||||||
| Operating profit | 50,028 | 83,427 | 143,457 | |||||
| |||||||||
| Financial income | 1,934 | 7,666 | 10,569 | |||||
| Financial expenses | (24,359) | (18,318) | (28,961) | |||||
| Exchange rate differences, net | (4,676) | (5,171) | (10,032) | |||||
| |||||||||
| Financial expenses, net | (27,101) | (15,823) | (28,424) | |||||
| |||||||||
| Income before tax | 22,927 | 67,604 | 115,033 | |||||
| Taxes on income | (5,649) | *) (8,465) | *) (9,664) | |||||
| |||||||||
| Net income | 17,278 | 59,139 | 105,369 | |||||
| |||||||||
| Profit for the period/year attributable to: | ||||||||
| Equity holders of the Company | 588 | *) 23,168 | *) 30,543 | |||||
| Non-controlling interests | 16,690 | *) 35,971 | *) 74,826 | |||||
| |||||||||
| 17,278 | 59,139 | 105,369 | ||||||
| |||||||||
| Earnings per share attributed to equity holders of the parent | ||||||||
| Basic | ***) | **) 0.16 | **) 0.21 | |||||
| |||||||||
| Diluted | ***) | **) 0.14 | **) 0.18 | |||||
| |||||||||
*) Restated. See Note 2d.
**) Retrospectively adjusted. See Note 3(l).
***) Represented amounts lower than € 0.01.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Six months ended 30 June | Year ended 31 December | ||||||
Unaudited | Audited | |||||||
| 2014 | *) 2013 | *) 2013 | |||||
| Euros in thousands | |||||||
| ||||||||
| Net income | 17,278 | 59,139 | 105,369 | ||||
| ||||||||
| Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | |||||||
| Exchange differences on translation of foreign operations, net | 767 | (1,396) | (13,969) | ||||
| Group's share of other comprehensive income (loss) of entities accounted for using equity method | (3,551) | (5,459) | (20,198) | ||||
| ||||||||
| Total other comprehensive loss | (2,784) | (6,855) | (34,167) | ||||
| ||||||||
| Total comprehensive income for the period | 14,494 | 52,284 | 71,202 | ||||
| ||||||||
| Total comprehensive income (loss) attributable to: | |||||||
| Equity holders of the Company | (1,061) | 16,652 | 8,915 | ||||
| Non-controlling interests | 15,555 | 35,632 | 62,287 | ||||
| ||||||||
| 14,494 | 52,284 | 71,202 | |||||
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Share capital and premium | Convertible shareholders' capital notes | Foreign currency translation reserve | Share-based payment reserve | Reserves from transactions with non-controlling interest | Retained earnings *) | Total equity attributable to equity holders of the Company | Non-controlling interests *) | Total equity | ||||||||||
Euros in thousands | |||||||||||||||||||
Balance as at 1 January 2013 (audited) | 65,766 | 63,567 | (3,463) | 2,665 | (7,972) | 110,637 | 231,200 | 332,522 | 563,722 | ||||||||||
Net income | - | - | - | - | - | 30,543 | 30,543 | 74,826 | 105,369 | ||||||||||
Other comprehensive loss | - | - | (21,628) | - | - | - | (21,628) | (12,539) | (34,167) | ||||||||||
Total comprehensive income (loss) | - | - | (21,628) | - | - | 30,543 | 8,915 | 62,287 | 71,202 | ||||||||||
Issuance of shares and capital notes | 2,960 | 1,106 | - | - | - | - | 4,066 | - | 4,066 | ||||||||||
Partial repayment of capital notes | - | (5,088) | - | - | - | - | (5,088) | - | (5,088) | ||||||||||
Share based payments | - | - | - | (1,148) | - | - | (1,148) | 3,551 | 2,403 | ||||||||||
Transactions with non-controlling interests, net | - | - | - | - | (5,637) | (5,637) | (5,603) | (11,240) | |||||||||||
Newly consolidated subsidiaries | - | - | - | - | - | - | - | 6,055 | 6,055 | ||||||||||
Receipts from non-controlling interests, net | - | - | - | - | - | - | - | 9,934 | 9,934 | ||||||||||
Distribution to non-controlling interests | - | - | - | - | - | - | - | (3,712) | (3,712) | ||||||||||
Balance as at 31 December 2013 (audited) | 68,726 | 59,585 | (25,091) | 1,517 | (13,609) | 141,180 | 232,308 | 405,034 | 637,342 | ||||||||||
Net income | - | - | - | - | - | 588 | 588 | 16,690 | 17,278 | ||||||||||
Other comprehensive loss | (1,649) | - | - | - | (1,649) | (1,135) | (2,784) | ||||||||||||
Total comprehensive income (loss) | - | - | (1,649) | - | - | 588 | (1,061) | 15,555 | 14,494 | ||||||||||
Issuance of shares, net | 23,611 | - | - | - | - | - | 23,611 | - | 23,611 | ||||||||||
Capital notes conversion | 59,585 | (59,585) | - | - | - | - | - | - | - | ||||||||||
Share based payments | - | - | - | 764 | - | - | 764 | 771 | 1,535 | ||||||||||
Transactions with non-controlling interests, net | - | - | - | - | 195 | - | 195 | (2,812) | (2,617) | ||||||||||
Receipts from non-controlling interest , net | - | - | - | - | - | - | - | 6,055 | 6,055 | ||||||||||
Distribution to non-controlling interest | - | - | - | - | - | - | - | (9,911) | (9,911) | ||||||||||
Balance as at 30 June 2014 (unaudited) | 151,922 | - | (26,740) | 2,281 | (13,414) | 141,768 | 255,817 | 414,692 | 670,509 | ||||||||||
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital and premium | Convertible shareholders' capital notes | Foreign currency translation reserve | Share-based payment reserve | Reserves from transactions with non-controlling interest | Retained earnings *) | Total equity attributable to the equity holders of the Company | Non-controlling interests *) | Total equity | ||||||||||
Euros in thousands | ||||||||||||||||||
Balance as at 1 January 2013 (audited) | 65,766 | 63,567 | (3,463) | 2,665 | (7,972) | 110,637 | 231,200 | 332,522 | 563,722 | |||||||||
Net income | - | - | - | - | - | 23,168 | 23,168 | 35,971 | 59,139 | |||||||||
Other comprehensive loss | - | - | (6,516) | - | - | - | (6,516) | (339) | (6,855) | |||||||||
Total comprehensive income (loss) | - | - | (6,516) | - | - | 23,168 | 16,652 | 35,632 | 52,284 | |||||||||
Shareholders contribution, net | 2,960 | 1,133 | - | - | - | - | 4,093 | - | 4,093 | |||||||||
Share based payments | - | - | - | (1,148) | - | - | (1,148) | 2,676 | 1,528 | |||||||||
Transactions with non-controlling interests, net | - | - | - | - | (5,008) | - | (5,008) | 5,008 | - | |||||||||
Receipts from non-controlling interests, net | - | - | - | - | - | - | - | 9,154 | 9,154 | |||||||||
Balance as at 30 June 2013 (unaudited) | 68,726 | 64,700 | (9,979) | 1,517 | (12,980) | 133,805 | 245,789 | 384,992 | 630,781 |
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended 30 June | Year ended 31 December | |||||||
Unaudited | Audited | |||||||
2014 | 2013 | 2013 | ||||||
Euros in thousands | ||||||||
Cash flows from operating activities: | ||||||||
Net Income | 17,279 | 59,139 | 105,369 | |||||
Adjustments for: | ||||||||
Depreciation | 88 | 212 | 110 | |||||
Gain from bargain purchase and other income, net | - | (7,935) | (4,758) | |||||
Revaluation of investment property, net | (24,565) | *) (45,122) | *) (64,589) | |||||
Share in profit of entities accounted for using equity method | (3,938) | (24,087) | (48,918) | |||||
Deferred taxes, net | 4,822 | *) 8,803 | *) 3,222 | |||||
Tax provision | 335 | 33 | 385 | |||||
Share based payment compensation | 1,535 | 1,528 | 2,403 | |||||
Financial expenses, net | 27,101 | 15,823 | 28,424 | |||||
Cash flow from operating activities before changes in working capital and provisions | 22,657 | 8,394 | 21,648 | |||||
Increase in advances from buyers | 5,228 | 9,267 | 36,333 | |||||
Changes in inventories of apartments under construction | 1,000 | (12,746) | (32,230) | |||||
Decrease (increase) in trade and other receivables | 210 | 1,023 | (5,503) | |||||
Increase (decrease) in trade and other payables | (3,782) | (7,916) | (10,729) | |||||
2,656 | (10,372) | (12,129) | ||||||
Cash flows provided by (used in) operating activities | 25,313 | (1,978) | 9,519 | |||||
Income tax paid | (276) | - | - | |||||
Net cash provided by (used in) operating activities | 25,037 | (1,978) | 9,519 | |||||
Cash flows from investing activities: | ||||||||
Payment of liability for purchase of investment property | - | - | (1,981) | |||||
Acquisition of newly consolidated subsidiaries, net (a) | - | (100,626) | (101,934) | |||||
Investment and loans to associates, net | 7,999 | 2,717 | 365 | |||||
Changes in investments, net | (11,586) | 12,970 | 9,679 | |||||
Acquisition and additions to property, plant and equipment | (202) | (47) | (47) | |||||
Acquisitions of investment property | (87,135) | (5,847) | (49,774) | |||||
Additions to investment property | (19,178) | (13,253) | (35,459) | |||||
Placement of restricted deposits, prepaid transaction costs and placement of long-term deposits in banks, net | (4,335) | 558 | 5,736 | |||||
Proceeds from realization of investments | - | 13,312 | 41,222 | |||||
Purchase of rights from non-controlling interests of subsidiaries | - | - | (1,172) | |||||
Loans to related parties, net | (2,900) | 3,294 | 4,085 | |||||
Cash flows used in investing activities | (117,337) | (86,922) | (129,280) | |||||
*) Restated. See Note 2d.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Six months ended 30 June | Year ended 31 December | ||||||
Unaudited | Audited | |||||||
| 2014 | 2013 | 2013 | |||||
| Euros in thousands | |||||||
| Cash flows from financing activities: | |||||||
| ||||||||
| Share capital issuance, net | 24,205 | 2,960 | 2,960 | ||||
| Convertible notes issued to shareholders | - | 1,133 | 1,133 | ||||
| Repayment of capital note | (2,294) | - | (2,874) | ||||
| Receipt of loans, net | 234,207 | 159,207 | 208,112 | ||||
| Issuance of debentures, net | 15,221 | 36,447 | 54,608 | ||||
| Repayment of long-term loans and debentures | (137,891) | (92,492) | (124,098) | ||||
| Financial expenses paid and foreign exchange currency differences, net | (14,930) | (7,335) | (22,983) | ||||
| Transactions with non-controlling interests, net | 6,055 | 10,392 | 9,934 | ||||
| Loans from associates | - | - | 4,457 | ||||
| Repayment of loans from associates | (5,657) | - | - | ||||
| Distribution to non-controlling interests | (9,911) | - | (3,712) | ||||
| Repayment of SWAP transactions, transaction costs and realization of derivatives, net | (3,418) | (67) | 84 | ||||
| Exercise of stock options | 1,579 | - | - | ||||
| ||||||||
| Cash flows provided by financing activities | 107,166 | 110,245 | 127,619 | ||||
| ||||||||
| Increase in cash and cash equivalents | 14,866 | 21,345 | 7,860 | ||||
| Foreign exchange differences, net | (319) | 138 | 339 | ||||
| Cash and cash equivalents at the beginning of the period | 76,923 | 68,724 | 68,724 | ||||
| ||||||||
| Cash and cash equivalents at the end of the period | 91,470 | 90,207 | 76,923 | ||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended 30 June | Year ended 31 December | |||||||
2014 | 2013 | 2013 | ||||||
Euros in thousands | ||||||||
(a) | Acquisition of newly consolidated subsidiaries: | |||||||
Assets and liabilities of subsidiaries on the purchase date: | ||||||||
Working capital (excluding cash and cash equivalents), net | - | 248 | (4,847) | |||||
Investment property | - | (108,719) | (145,372) | |||||
Investments in associates | - | - | 9,646 | |||||
Interest bearing loans and borrowings | - | 8,119 | 34,215 | |||||
Other non-current liabilities | - | (274) | - | |||||
Non-controlling interests | - | 4,424 | ||||||
- | (100,626) | (101,934) | ||||||
(b) | Significant non-cash transactions: | |||||||
Payables in respect of purchase of investment property | 3,637 | - | - | |||||
Payables in respect of inventory of apartments under construction | 1,932 | - | - | |||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1:- GENERAL
a. These financial statements have been prepared in a condensed format as of 30 June2014 and for the six months then ended ("interim condensed consolidated financial statements"). These financial statements should be read in conjunction with the Company's annual financial statements as of 31 December2013 and for the year then ended and the accompanying notes ("annual financial statements") as included in the prospectus in connection to its admission for trading on thr London Stock Exchange
b. On 28 May 2014, the Company's entire issued ordinary share capital was admitted to the standard listing segment of the Official List of the UK Listing Authority and for trading on the main market of listed securities of London Stock Exchange plc. The Company also raised € 23 million net of issuance expenses of the € 2.6 million, through the placing of 16,097,883 new Ordinary shares at €1.62 per share. The number of issued ordinary shares after the admission is 160,689,583.
c. The consolidated financial statements were authorized in accordance with a resolution of the board of directors on August 27, 2014.
NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation of the interim financial statements:
The interim condensed consolidated financial statements for the six months ended 30 June 2014 have been prepared in accordance with the International Financial Reporting Standard IAS 34 ("Interim Financial Reporting") as adopted by the European Union.
b. New standards, interpretations and amendments adopted by the Company:
The significant accounting policies and methods of computation followed in the preparation of the interim condensed consolidated financial statements are identical to those followed in the preparation of the latest annual financial statements except as noted below:
Early adoption of IFRIC 21, "Levies":
In May 2013, the IASB issued IFRIC 21, "Levies" ("IFRIC 21") regarding levies imposed by governments through legislation. According to IFRIC 21, the liability to pay a levy will only be recognized when the activity that triggers payment occurs. IFRIC 21 is applied retrospectively.
The initial adoption of IFRIC 21 did not have a material impact on the financial statements.
Amendments to IAS 32, "Financial Instruments: Presentation", regarding offsetting financial assets and financial liabilities:
The IASB issued amendments to IAS 32 ("the amendments to IAS 32") regarding the offsetting of financial assets and financial liabilities. The amendments to IAS 32 clarify, among others, the meaning of "currently has a legally enforceable right of set-off" ("the right of set-off").
The effect of the adoption of the amendments to IAS 32 on the Company's financial statements was immaterial.
c. Disclosure of new standards in the period prior to their adoption:
IFRS 15, "Revenue from Contracts with Customers":
IFRS 15 ("the Standard") was issued by the IASB in May 2014.
The Standard introduces the following five-step model that applies to revenue from contracts with customers:
Step 1: Identify the contract(s) with a customer, including reference to contract consolidation and accounting for contract modifications.
Step 2: Identify the distinct performance obligations in the contract
Step 3: Determine the transaction price, including reference to variable consideration, financing components that are significant to the contract, non-cash consideration and any consideration payable to the customer.
Step 4: Allocate the transaction price to the separate performance obligations on a relative stand-alone selling price basis using observable information, if it is available, or by making estimates and assessments.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation over time or at a point in time.
IFRS 15 also establishes the accounting treatment of incremental costs involving obtaining a contract and the costs directly related to fulfilling a contract.
The Standard will apply retrospectively to annual periods beginning on or after 1 January 2017. Early adoption is permitted.
The Company is evaluating the possible impact of the adoption of IFRS 15 but is presently unable to assess its effect, if any, on the financial statements.
EU has not yet endorsed this Standard.
IFRS 9, " Financial instruments: Classification and Measurement":
In July 2014, the IASB issued the final and complete version of IFRS 9.
IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities. This standard replaces IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortized cost.
The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements.
The main change is that, in cases where the fair value option is elected for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than in net earnings, unless this creates an accounting mismatch. The effective date of this standard is for annual periods beginning on or after 1 January 2018, with early application permitted.
EU has not yet endorsed this Standard.
d. Changes in accounting policy:
In July 2014, the IFRIC issued a decision regarding the recognition of deferred taxes in respect of temporary differences relating to single asset entity ("SAE") when an entity expects the reversal of the temporary difference to be in the form of sale of shares in the SAE rather than the sale of the asset itself. Based on the IFRIC decision, the Company is required to recognize deferred taxes both with respect to "inside" differences in the SAE between the tax base of the asset and its carrying amount and with respect to outside differences between the tax base of the shares of the SAE and the carrying amount of the investor's share of the net assets of the SAE in the consolidated financial statements.
Prior to issuance of the abovementioned decision, the Company's accounting policy was to record deferred taxes in respect of temporary differences based solely on the tax implications and tax rate applicable to the sale of the shares in the SAE and not to the sale of the asset itself.
The effects of the change in accounting policy in view of the above IFRIC decision on the Company's financial statements are as follows:
In the consolidated statement of financial position as of December 31, 2013:
As previously reported | Restatement | As currently presented |
| |||||
Audited |
| |||||||
Euros in thousands |
| |||||||
Non-current assets: | ||||||||
Investment property | 945,915 | 14,508 | 960,423 | |||||
Deferred tax assets | 9,510 | (2,293) | 7,217 | |||||
Total assets | 1,510,887 | 12,215 | 1,523,102 | |||||
Non-current liabilities: | ||||||||
Deferred taxes | 24,598 | 16,922 | 41,520 | |||||
Equity: | ||||||||
Retained earnings | 142,732 | (1,552) | 141,180 | |||||
Non-controlling interests | 408,189 | (3,155) | 405,034 | |||||
Total equity | 642,049 | (4,707) | 637,342 | |||||
In the consolidated statement of profit or loss for the year ended December 31, 2013:
As previously reported | Restatement | As currently presented |
| |||||||
Audited |
| |||||||||
Euros in thousands |
| |||||||||
| ||||||||||
Revaluation of investment property, net | 61,203 | 3,386 | 64,589 |
| ||||||
Taxes on income | (3,279) | (6,385) | (9,664) |
| ||||||
Net income | 108,368 | (2,999) | 105,369 | |||||||
Profit for the year attributable to: | ||||||||||
Equity holders of the Company | 31,265 | (722) | 30,543 | |||||||
Non-controlling interests | 77,103 | (2,277) | 74,826 | |||||||
108,368 | (2,999) | 105,369 | ||||||||
Total comprehensive income for the year attributable to: | ||||||||||
Equity holders of the Company | 9,610 | (695) | 8,915 | |||||||
Non-controlling interests | 64,564 | (2,277) | 62,287 | |||||||
74,174 | (2,972) | 71,202 | ||||||||
The effect of restatement on earning per share is immaterial.
In the consolidated statement of profit or loss for the six months ended June 30, 2013:
As previously reported | Restatement | As currently presented |
| |||||||
Unaudited |
| |||||||||
Euros in thousands |
| |||||||||
| ||||||||||
Revaluation of investment property, net | 43,130 | 1,992 | 45,122 |
| ||||||
Taxes on income | (4,386) | (4,079) | (8,465) |
| ||||||
Net income | 61,226 | (2,087) | 59,139 | |||||||
Profit for the year attributable to: | ||||||||||
Equity holders of the Company | 23,587 | (419) | 23,168 | |||||||
Non-controlling interests | 37,639 | (1,668) | 35,971 | |||||||
61,226 | (2,087) | 59,139 | ||||||||
Total comprehensive income for the year attributable to: | ||||||||||
Equity holders of the Company | 17,071 | (419) | 16,652 | |||||||
Non-controlling interests | 37,300 | (1,668) | 35,632 | |||||||
54,371 | (2,087) | 52,284 | ||||||||
The effect of restatement on earning per share is immaterial.
In the consolidated statement of changes in equity as of June 30, 2013:
As previously reported | Restatement | As currently presented |
| ||||
Unaudited |
| ||||||
Euros in thousands |
| ||||||
Equity: | |||||||
Retained earnings | 135,054 | (1,249) | 133,805 | ||||
Non-controlling interests | 387,538 | (2,546) | 384,992 | ||||
Total equity | 634,576 | (3,795) | 630,781 |
In the consolidated statement of changes in equity as of January 1, 2013:
As previously reported | Restatement | As currently presented |
| ||||
Audited |
| ||||||
Euros in thousands |
| ||||||
Equity: | |||||||
Retained earnings | 111,467 | (830) | 110,637 | ||||
Non-controlling interests | 333,400 | (878) | 332,522 | ||||
Total equity | 565,430 | (1,708) | 563,722 |
NOTE 3: - FINANCIAL INSTRUMENTS
a. Set out below, is a comparison by class of the carrying amounts and fair value of the Group's financial instruments other than those with carrying amounts are reasonable approximations of fair values:
Carrying amount | Fair value | |||||||
30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 | |||||
Euros in thousands | ||||||||
Financial liabilities: | ||||||||
Debentures | 241,122 | 219,184 | 257,681 | 236,067 |
b. The following table provides the fair value measurement hierarchy of the Group's financial instruments:
As of 30 June 2014 | ||||||
Fair value measurement using | ||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||
Euros in thousands | ||||||
ASSETS: | ||||||
Embedded derivatives | - | 146 | - | |||
LIABILITIES: | ||||||
Derivative financial instruments | - | 1,089 | - | |||
Interest-bearing loans | - | - | 319,244 |
As of 30 June 2013 | ||||||
Fair value measurement using | ||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||
Euros in thousands | ||||||
ASSETS: | ||||||
Embedded derivatives | 333 | 46 | - | |||
LIABILITIES: | ||||||
Derivative financial instruments | 1,081 | 2,594 | - | |||
Interest-bearing loans | - | - | 437,249 |
c. Reconciliation of fair value measurements that are categorized within Level 3 of the fair value hierarchy in financial instruments:
Financial instruments | ||
Euros in thousands | ||
As of 1 January 2014 | 437,249 | |
Total loss recognized in profit or loss | 7,710 | |
Repayment of long term loans, net | (125,715) | |
Balance as of 30 June, 2014 | 319,244 |
d. Valuation techniques
The following methods and assumptions were used to estimate the fair values:
The fair value of financial instruments not traded in active market is determined using a valuation technique. Valuation techniques specific to financial instruments include:
- The fair value of interest swap contracts and CAP agreements is based on calculating the present value of the estimated future cash flows using observable return curves.
- The fair value of short term bank credit is based on calculating the discounted cash flows using the observed rate of the euribor plus a margin.
e. The following describes unobservable material data used in valuation:
Valuation technique | Unobservable material data | Range (weighted average) | Sensitivity of fair value to change in data | ||||||
Financial liabilities: | |||||||||
Loans | DCF | Margin on interest rate | Euribor for 3 months plus 2.38-2.9 | 2% increase/decrease in discount rate will result in increase/decrease of up to € 15 million in fair value | |||||
Interest swap transactions | DCF | Payment curve | Euribor curve for the transaction period | 2% increase/decrease in Euribor curve will result in increase/decrease of up to € 6.9 million in fair value | |||||
NOTE 4:- MATERIAL EVENTS DURING REPORTING PERIOD
a. On 2 January 2014, a subsidiary of the Company purchased for £2.4 million (including acquisition cost of £0.15 million) the Fountain Court, a prime city center vacant office building in Manchester CBD. The property has a grade II listed façade and has approximately 26,000 sqft. of gross leasable area and 10 parking places. The refurbishment is planned to start during second half of 2014.
b. On 10 January 2014, a subsidiary of the Company purchased the Cobblestone Grove Apartments, a 292 unit class B multifamily property located in a suburb of Cincinnati Ohio, for $19.05 million (€ 13.9 million). The Subsidiary financed approximately 68% of the acquisition cost with a bank loan in the amount of $12.8 million. The loan is a 10 year, interest only loan with a fixed interest rate of 4.9%. The Company provided a guaranty in favor of the bank as follows: (1) Standard "bad-boy" carve-outs, (2) Standard Environmental Indemnity (3) the company must maintain $12.8 million (€ 9.3 million) of Net Worth and $1.28 million (€ 0.9 million) of liquid assets.
c. On 4 February, 2014, Brack Capital Properties NV ("BCP") issued 72,000,000 debentures (Series B) of NIS 1 par value, listed for trade, to 10 institutional investors by expanding the existing debenture series of BCP listed for trade. The debentures bear annual interest of 3.29% (subject to adjustments in the event of a change in the rating of debentures (Series B) (the effective interest was 3.595 %).
d. On 31 January, 2014, two subsidiaries of BCP (the asset companies) entered into a loan agreement with a German bank in a total amount of € 30 million, in respect of which a lien was placed on two income generating real estate properties in Germany. The new loan will be used to repay existing loans of € 20 million, against which a lien was placed on one of the assets. The bank financing includes the following principle terms: a non-recourse loan with final repayment date of 31 December, 2018. The loan bears Euribor interest rate for three months plus a margin of 2.35%. Interest payments are payable quarterly. The loan principal will be paid quarterly at an annual rate of 2.7% until the final repayment date on which the unsettled principal balance is paid. Pursuant to the financial covenants set forth in the loan agreement, the LTV ratio over the life of the loan will not exceed the range of 67% - 75% and the DSCR will be greater than 120%.
As of 30 June 2014 the Company is in compliance with the above financial covenants.
e. On 4 February 2014, 13 subsidiaries of BCP entered into a loan agreement with a German bank in a total amount € 125 million, in respect of which a lien was placed on 13 income generating real estate properties in Germany spanning over a total area of 158 thousand sqm. ("the agreement" and "the new loan"). The new loan will be used to repay existing loan from another bank in the amount of € 100 million, in respect of which a lien was placed on the same assets. The bank financing includes the following principle terms: a non-recourse loan with final repayment date of 30 December 2018. The loan bears Euribor interest rate for three months plus a margin of 2.3%. Interest payments are payable quarterly. The loan will be paid quarterly at an annual rate of 3% until the final repayment date on which the unsettled principal balance is paid. Pursuant to the financial covenants set forth in the loan agreement, the LTV ratio will not exceed 77% and the DSCR will be greater than 130%.
As of 30 June 2014 the Company is in compliance with the above financial covenants.
f. On 14 February 2014, a wholly owned and controlled subsidiary of BCP (the purchasers) entered into a notarized sale agreement to purchase the entire rights of the seller in 1,567 residential units spanning over a total area of 91.2 thousand square meters in several cities in northern Germany. The transfer of ownership and the payment of the full consideration of € 54.43 million (excluding related transaction costs) were carried out on 1 May 2014. For the purpose of financing the purchase, BCP entered into an agreement with a German bank pursuant to the following terms: a non-recourse loan with final repayment date of 1 May 2019. The loan bears Euribor interest rate for six months plus a margin of 1.7% payable every quarter. The loan will be paid quarterly at an annual rate of 2.5% until the final repayment date on which the unsettled principal balance is paid.
g. On 17 February 2014, a subsidiary of the Company provided a loan in the amount of NIS 5 million to the Company's parent company, Brack Capital Holdings Ltd ("BCH"), with an interest rate of 4.5% and a repayment date of 16 February 2017, secured by 24,630 shares of BCP. In addition, the subsidiary has the option to acquire the 24,630 pledged shares of BCP instead of a repayment of the loan and the interest.
On 17 of February 2014, the subsidiary provided an additional loan for the amount of NIS 1 million to a subsidiary of BCH with an interest rate of 4.5% and a repayment date of 16 February, 2017 secured by 4,926 shares of BCP. In addition, the subsidiary has the option to acquire the 4,926 pledged shares of BCP instead of a repayment of the loan and interest.
The fair value of the option at the day the loans were provided is immaterial.
h. On 7 March 2014, wholly owned and controlled subsidiary of BCP (the purchasers) entered into a notarized sale agreement with a receiver, a third party who is not related to the Company and/or to its controlling shareholder (the receiver) to purchase the entire rights of the receiver in a shopping center in North Rhine Westphalia spanning over a total area of 12.9 thousand square meters. The transfer of ownership and the payment of the full consideration of € 13.5 million (excluding related transaction costs and renovating the building's roof) were carried out on 1 May 2014. For the purpose of financing the purchase, BCP entered into an agreement with a German bank pursuant to the following terms: a non-recourse loan with final repayment date of 1 May 2019. The loan bears annual Euribor interest rate for three months plus a margin of 1.8% payable every quarter. The loan will be paid quarterly at an annual rate of 2.5% until the final repayment date on which the unsettled principal balance is paid.
i. In May 2014, the total amount of € 59 million of capital notes was converted to share premium.
j. On 17 June 2014, the Company deposited the amount of $ 5.5 million to purchase a building in Manhattan, New York with an area of approximately 240,000 sq.f.
k. On 19 June 2014, the subsidiary of the Company provided an additional loan for the amount of NIS 6.9 million to a subsidiary of BCH with an interest rate of 4.5% and a repayment date of 18 June, 2017 secured by 28,193 shares of BCP. In addition, the subsidiary has the option, instead of a repayment of the loan and interest to acquire 28,193 pledged shares of BCP. The fair value of the option at the day the loans were provided is immaterial.
l. In 2014, the nominal value of each share in the Company's share capital was first increased from € 0.10 to € 1 and subsequently each share (with a nominal value of € 1) was converted into 100 shares with a nominal value of € 0.01.
m. The escalation of the conflict with Ukraine and introduction of the economic sanctions against Russia may significantly affect the Russia economy and resulting in increase of country risk. Currently Russia credit rating had been decreased and as a result Russia Central Bank had raised its benchmark interest rate. In addition, the Russian Ruble had devalued by approximately 7% against the Euro since the beginning of 2014 (based on average exchange rate for 1H 2014), which is pushing the expectation of inflation to exceed 7%. While the scale of sanctions is still unclear and the exchange rate has not stabilized yet, the market situation is uncertain. Based on the market uncertainty and considering all available information, the Company's management is of opinion that no change is currently required to its fair value estimations.
NOTE 5:- SEGMENT INFORMATION
Six months ended 30 June 2014 | Income producing commercial real estate | Income producing residential real estate | Land held for appreciation | Residential development | Other | Total | ||||||
Income from sales of residential units | - | - | - | 28,263 | - | 28,263 | ||||||
Gross rental income | 19,808 | 12,891 | 133 | - | - | 32,832 | ||||||
Service charge, management and other income | 34 | 694 | 15 | - | 445 | 1,188 | ||||||
Cost of sales of residential units | - | - | - | (23,032) | - | (23,032) | ||||||
Property operating expenses | (4,827) | (2,894) | (1,891) | - | (275) | (9,887) | ||||||
Gross profit (loss) | 15,015 | 10,691 | (1,743) | 5,231 | 170 | 29,364 | ||||||
Revaluation of investment propertynet | 5,622 | 10,840 | 8,103 | - | - | 24,565 | ||||||
Share in profit (loss) of entities accounted for using equity method, net | 4,324 | - | 206 | - | (592) | 3,938 | ||||||
Administrative and other expenses, net | (7,839) | |||||||||||
Financial expenses, net | (27,101) | |||||||||||
Income before tax | 22,927 | |||||||||||
Six months ended 30 June 2013 | Income producing commercial real estate | Income producing residential real estate | Land held for appreciation | Residential development | Other | Total | ||||||
Gross rental income | 12,976 | 8,449 | 505 | - | - | 21,930 | ||||||
Service charge, management and other income | - | - | - | 961 | 1,500 | 2,461 | ||||||
Property operating expenses | (1,856) | (1,317) | (52) | (961) | (3,757) | (7,943) | ||||||
Gross profit (loss) | 11,120 | 7,132 | 453 | - | (2,257) | 16,448 | ||||||
Revaluation of investment property, gains from bargain purchase and loss from realization of investments, net | 29,811 | 4,659 | 21,388 | - | (2,801) | 53,057 | ||||||
Share in profit (loss) of entities accounted for using equity method, net | 26,044 | (2,172) | (122) | - | 337 | 24,087 | ||||||
Administrative and other expenses, net | (10,165) | |||||||||||
Finance expenses | (15,823) | |||||||||||
Income before tax | 67,604 |
Year ended 31 December 2013 | Income producing commercial real estate | Income producing residential real estate | Land held for appreciation | Residential development | Other | Total | ||||||
Gross rental income | 30,594 | 18,797 | 689 | - | - | 50,080 | ||||||
Service charge, management and other income | - | - | - | 1,399 | 3,440 | 4,839 | ||||||
Property operating expenses and others | (4,467) | (2,719) | (57) | (3,392) | (4,998) | (15,633) | ||||||
Gross profit | 26,127 | 16,078 | 632 | (1,993) | (1,558) | 39,286 | ||||||
Revaluation of investment property, gains from bargain purchase and loss from realization of investments, net | 33,353 | 9,312 | 31,068 | - | 2,602 | 76,335 | ||||||
Share in profit (loss) of entities accounted for using equity method, net | 55,238 | - | (5,110) | - | (1,210) | 48,918 | ||||||
Administrative and other expenses, net | (15,435) | |||||||||||
Finance expenses | (34,071) | |||||||||||
Income before tax | 115,033 | |||||||||||
NOTE 6:- SUBSEQUENT EVENTS
a. On 11 July 2014, the Company entered into contracts to purchase a vacant building located in the West Village, Manhattan, New York, which comprises a gross internal area of approximately 115,000 sq. f. The Company deposited the amount of $10 million in escrow with a title insurance company which will be deducted from the Purchase Price upon closing of the deal.
b. In July 2014, BCP completed the issuance to the public in Israel new series (series C) NIS 102,615,000 par value of debentures with duration of 8 years which were offered to the public. The annual interest rate is 3.3%.
The debentures (series C) will be linked to the Israel CPI and payable (principal) in unequal 12 annual installments on July 20 in each of the years 2015 through 2026 (inclusive) such that each payment of the first 9 payments will constitute 2% of the principal of the total par value of the debentures (series C), the tenth payment will constitute 17% of the principal of the total par value of the debentures (series C) and each payment of the last 2 payments will constitute 32.5% of the principal of the total par value of the debentures (series C).
c. On 3 July 2014, Midroog, a credit rating agency accredited by Israel and a subsidiary of
Moody's Investors Service Inc. ("Moody's"), has upgraded the rating on the Company's
two bond series from A3/Stable to A2/Stable.
d. On 25 August 2014, BCP has exchanged contracts to purchase a portfolio of 308
residential units in Dortmund, Germany (the "Portfolio"). The total leasable area of the
Portfolio is 15,100 square meters, the units are let to various tenants and the occupancy
rate of the Portfolio is 98%. The purchase price for the Portfolio is approximately €10.8
million (including transaction costs). BCP received a term sheet from a German financing
institution (the "Financial Institution") for a non-recourse loan of €7.4 million to finance
the acquisition. The term sheet is subject to approval by the Financing Institution's credit
committee. Closing of the deal is subject to obtaining all the necessary statutory approvals for the transaction and the removal of all the pledges/ mortgages from the Portfolio.
LIST OF SIGNIFICANT INVESTEES
Country of | Ownership interest | |||||
Significant investees | incorporation | 30 June 2014 | 31 December 2013 | |||
BCRE Russian Properties Ltd | Cyprus | 84.63% | 83.9% | |||
Brack Capital First B.V. | The Netherlands | 100% | 100% | |||
Brack Capital Properties N.V. | The Netherlands | 33.98% | 34.71% | |||
Brack Capital U.S.A B.V. | The Netherlands | 100% | 100% | |||
BCRE India B.V. | The Netherlands | 100% | 100% |
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Related Shares:
BCRE.L