30th Sep 2013 07:00
Treveria plc
("Treveria," the "Group" or the "Company")
Interim Results for the six months ended 30 June 2013
Treveria plc (AIM: TRV), the German retail focused real estate investment company, today announces its Interim Results for the six months ended 30 June 2013, which will shortly be available on the Company's website www.treveria.com.
For further information, please contact:
IOMA Fund and Investment Management Limited
Graham Smith +44 (0) 1624 681250
N+1 Singer
James Maxwell/Nick Donovan +44 (0) 20 7496 3000
Highlights:
· Profit before tax of €0.4 million (30 June 2012: €12.7) million and adjusted profit after tax* of €6.4 million (30 June 2012: €7.4 million)
· Basic and adjusted earnings per share of 0.00c and 1.06c **, respectively (30 June 2012: 2.03c and 1.20c, respectively)
· Adjusted net asset value per share 20.10c *** (31 December 2012: 23.28c)
· The total cash balance held by Treveria plc and its subsidiaries was €40.6 million (31 December 2012: €58.0 million)
· Gross rental income for the period of €28.9 million (30 June 2012: €47.8 million)
· Total value of property portfolio of €0.7 billion (31 December 2012: €0.7 billion)
* Adjusted profit after tax excludes profit from disposal of investment properties, revaluation surplus/deficit and change in fair value of derivative financial instruments, net of related tax.
** Adjusted EPS excludes profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries, net of related tax.
*** Adjusted NAV per share excludes deferred tax arising on revaluation surpluses and derivative financial instruments.
Chairman's Statement
Disposal of investment properties
During the first half of the year, ten properties were sold, generating sales proceeds of €19.88 million and one further investment property has been notarised for sale, which should generate proceeds of €0.45 million. In addition, between 30 June 2013 and the date of this report, one further investment property has been sold, generating sales proceeds of €1.90 million, and a further two investment properties have been notarised for sale, which should generate proceeds of €2.90 million.
The Company continues to explore a number of unsolicited indications of interest from third parties with regard to the potential acquisition of some or all of Treveria's portfolio.
Finance and banking
Silo D (Deutsche Bank/Citigroup; loan €201 million; total assets €228 million; securitised)
In February 2013, Treveria reached a consensual agreement with the servicer, Situs Asset Management Limited, regarding the implementation of a business plan which involves the orderly disposal of the Silo D property portfolio over time. In this context, CR Investments was appointed as the asset manager of the property portfolio. Under this agreement the servicer also granted an extension to the standstill agreement until 11 June 2013, with the intention to provide four-months rolling extensions moving forward. Under this arrangement, an extension of the standstill to 11 October 2013 has been granted. Treveria is providing full support to the realization process and receives a sales fee for each asset.
Silo E
In October 2012, Hatfield Philips International, the servicer of Silo E loan, denied the extension of the standstill agreement and demanded immediate repayment and discharge of all secured obligations in full by the Silo E propcos and Treveria E S.a.r.l. In January 2013, the Company then received confirmation from the Frankfurt am Main court that the insolvency proceedings of the Silo E propco companies had been opened. At this stage, all the insolvency proceedings and the appointment of the preliminary insolvency administrator remain contingent to the appeal filed by the Company. The Company still considers that debtor-in-possession proceedings is the best alternative to preserve the value of the Silo E property portfolio for creditors and stakeholders as a whole.
Subsequently, in the first creditors meeting held in March 2013 some creditors contested the voting rights of the lenders under the loan agreements and the Company expects to provide a further update on this matter after the creditors meeting, to be held in October 2013 and onwards, at which the creditor claims in respect of the Silo E portfolio companies will be reviewed.
Silo F/K (Hypothekenbank; loan €398 million; total assets €468 million; sole lender)
On 6 September 2013, Treveria signed a restructuring agreement with Hypothekenbank Frankfurt (formerly Eurohypo) with regard to the Silo F and K loan facility. The objective of the restructuring agreement is the implementation of a business plan that seeks to maximize sale proceeds and achieve full repayment of the debt facility out of asset disposals over time. As previously announced, Hypothekenbank has granted a new five year loan facility to Treveria under this agreement. Treveria continues to be the eventual 100% beneficiary of any value remaining in the Silo post the repayment of the debt plus all the costs and fees incurred. The debt remains non-recourse to the parent company.
As previously announced, the Silo F and K portfolios are managed by both ATOS Asset Management and Corpus Sireo Asset Management.
Silo G (loan €2.8 million; total assets €42.7 million)
Treveria repaid the Silo G loan facility in full on 12 July 2013. The Silo still contains 12 properties and is now free of any mortgages or charges. We have notarized further three properties which would expect to generate additional €3.35m of gross sales proceeds within the near future.
Silo J (properties free of any mortgage or charge; total assets €12.7 million
Silo J, contains eight properties and is free of any mortgage or charge.
Total bank liabilities were reduced in the period from €623 million to €602 million (excluding Silo E).
The fair value of cash and short-term deposits is €40,600,000 (31 December 2012: €57,992,000). Within the cash at banks and in hand balance at 30 June 2013, €19,169,000 (31 December 2012: €25,564,000) is cash that has become cash trapped within property companies. This is where certain quarterly financial covenant tests, set out in the Group's bank loan agreements, have not been met. This does not represent an event of default under these agreements. This cash remains under the control of the banks to be used for the payment of interest and amounts due under these loan agreements, and cannot be used for the Group's purposes until the financial covenant tests are satisfied.
Management Arrangements
The Company took the decision in 2012 to move from an internally to an externally managed portfolio. Tax and accounting services were outsourced to a third-party provider with effect 1 February 2013, while the remaining services (including asset management) have been phased out over the first half of 2013. In conjunction with the restructuring agreement reached with Situs, as servicer of the Silo D loan, the asset management of the Silo D property portfolio was awarded to CR Investments. In July 2013, the Company completed the handover of the Silo F and K property portfolio to Atos Asset Management and Corpus Sireo Asset Management. Subsequently, in Aug 2013, the Company completed the process of externalizing the asset management function by awarding the management of the Silo G and J portfolio to Atos Asset Management.
Eitan Milgram
Chairman
27 September 2013
Condensed consolidated statement of comprehensive income
for the six months ended 30 June 2013
Period ended | Period ended | Year ended |
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30 June | 30 June | 31 Dec |
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2013 | 2012 | 2012 |
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Notes | €'000 | €'000 | €'000 |
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Gross rental income | 28,896 | 47,826 | 97,838 |
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Direct costs | 5 | (7,767) | (11,001) | (25,024) |
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Net rental income/(loss) | 21,129 | 36,825 | 72,814 |
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Profit/(loss) from disposal of investment properties | 4 | 179 | (660) | (1,156) |
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Deficit on revaluation of investment properties | 10 | (6,351) | (974) | (91,667) |
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Other income | 9 | - | 845 |
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Write down of amounts due from subsidiaries | - | - | - |
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Administrative expenses | 5 | (5,962) | (3,912) | (13,823) |
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Operating profit/(loss) | 9,004 | 31,279 | (32,987) |
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Finance revenue | 6 | 88 | 183 | 342 |
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Finance expense | 6 | (8,709) | (23,058) | (35,863) |
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Change in fair value of derivative financial instruments | - | 6,291 | 8,752 |
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Loss on derecognition of subsidiaries | - | (2,026) | (77,068) |
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Profit/(loss) before tax | 383 | 12,669 | (136,824) |
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Income tax (expense)/credit | 7 | (398) | (373) | 1,590 |
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(Loss)/profit for the period | (15) | 12,296 | (135,234) |
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(Loss)/profit attributable to: |
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Equity holders of the parent company | (15) | 12,296 | (135,234) |
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Non-controlling interests | - | - | - |
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(Loss)/profit for the period | (15) | 12,296 | (135,234) |
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Other comprehensive income |
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Foreign exchange translation differences | 189 | 22 | (17) |
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Other comprehensive profit/(loss) for the period | 189 | 22 | (17) |
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Total comprehensive profit/(loss) for the period | 174 | 12,318 | (135,251) |
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Total comprehensive loss attributable to: |
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Equity holders of the parent company | 174 | 12,318 | (135,251) |
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Non-controlling interests | - | - | - |
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Total comprehensive loss for the period | 174 | 12,318 | (135,251) |
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| (Loss)/earnings per share | ||||||||||||||
| Basic (loss)/earnings for the year attributable to ordinary equity holders of the parent company | 8 | 0.00c | 2.03c | (22.35)c |
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| Diluted (loss)/earnings for the year attributable to ordinary equity holders of the parent company | 8 | 0.00c | 2.03c | (22.35)c |
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* Adjusted earnings per share are shown in note 8.
All results arise from continuing operations.
Condensed consolidated statement of financial position
as at 30 June 2013
30 June | 30 June | 31 Dec | ||
2013 | 2012 | 2012 | ||
Note | €'000 | €'000 | €'000 | |
Non-current assets | ||||
Investment properties | 10 | 689,299 | 1,294,105 | 693,713 |
Fixed assets | 88 | 180 | 122 | |
Total non-current assets | 689,387 | 1,294,285 | 693,835 | |
Investment property held for disposal | 25,560 | 61,147 | 49,424 | |
Current assets | ||||
Trade and other receivables | 4,732 | 6,786 | 7,926 | |
Prepayments | 4,866 | 4,130 | 4,333 | |
Cash and short-term deposits | 40,600 | 56,549 | 57,992 | |
Total current assets | 50,198 | 67,465 | 70,251 | |
Total assets | 765,145 | 1,422,897 | 813,510 | |
Current liabilities | ||||
Trade and other payables | 13,270 | 15,836 | 14,941 | |
Provision for RETT | 12 | 1,000 | 1,000 | 1,000 |
Interest-bearing loans and borrowings | 602,095 | 1,067,949 | 623,111 | |
Finance lease obligations | 2,480 | 3,158 | 2,798 | |
Current tax liabilities | 4,548 | 7,031 | 8,684 | |
Derivative financial instruments | - | 4,486 | - | |
Total current liabilities | 623,393 | 1,099,460 | 650,534 | |
Non-current liabilities | ||||
Finance lease obligations | 20,129 | 26,718 | 22,107 | |
Deferred tax liabilities | 7 | 5,462 | 13,496 | 5,215 |
Total non-current liabilities | 25,591 | 40,214 | 27,322 | |
Total liabilities | 648,984 | 1,139,674 | 677,856 | |
Net assets | 116,161 | 283,223 | 135,654 | |
Equity | ||||
Issued capital | 15 | 6,050 | 6,050 | 6,050 |
Capital redemption reserve | 1,109 | 1,109 | 1,109 | |
Retained earnings and other distributable reserve | 109,002 | 276,064 | 128,495 | |
Total equity attributable to the equity holders of the parent company | ||||
116,161 | 283,223 | 135,654 | ||
Non-controlling interests | ||||
Total equity | 116,161 | 283,223 | 135,654 |
Condensed consolidated statement of changes in equity
for the six months ended 30 June 2013
Issued | Capital | Own | Retained | Total | |
capital | redemption | shares | earnings | equity | |
reserve | held | and other | |||
distributable | |||||
reserve | |||||
€'000 | €'000 | €'000 | €'000 | €'000 | |
As at 31 December 2011 | 6,050 | 1,109 | (2) | 263,735 | 270,892 |
Total comprehensive income | |||||
Profit for the period | - | - | - | 12,296 | 12,296 |
Other comprehensive income | - | - | - | 22 | 22 |
Total comprehensive income | - | - | - | 12,318 | 12,318 |
Contributions by and distributions to equity holders | |||||
Equity-settled share-based payment transactions, reserve movement | - | - | 2 | 11 | 13 |
Total contributions by and distributions to equity holders | |||||
- | - | 2 | 11 | 13 | |
Balance as at 30 June 2012 | 6,050 | 1,109 | - | 276,064 | 283,223 |
As at 31 December 2011 | 6,050 | 1,109 | (2) | 263,735 | 270,892 |
Total comprehensive income | |||||
Loss for the year | - | - | - | (135,234) | (135,234) |
Other comprehensive income | - | - | - | (17) | (17) |
Total comprehensive income | - | - | - | (135,251) | (135,251) |
Contributions by and distributions to equity holders | |||||
Equity-settled share-based payment transactions, reserve movement | - | - | 2 | 11 | 13 |
Total contributions by and distributions to equity holders | |||||
- | - | 2 | 11 | 13 | |
Balance as at 31 December 2012 | 6,050 | 1,109 | - | 128,495 | 135,654 |
Total comprehensive income | |||||
Loss for the period | - | - | - | (15) | (15) |
Other comprehensive income | - | - | - | 189 | 189 |
Total comprehensive income | - | - | - | 174 | 174 |
Contributions by and distributions to equity holders | |||||
Distribution | - | - | - | (19,667) | (19,667) |
Balance as at 30 June 2013 | 6,050 | 1,109 | - | 109,002 | 116,161 |
Condensed consolidated statement of cash flows
for the six months ended 30 June 2013
Period ended | Period ended | Year ended | ||
30 June | 30 June | 31 Dec | ||
2013 | 2012 | 2012 | ||
Notes | €'000 | €'000 | €'000 | |
Operating activities | ||||
Profit/(loss) before tax | 383 | 12,669 | (136,824) | |
Profit from disposal of investment properties | 4 | (179) | 660 | 1,156 |
Deficit/(surplus) on revaluation of investment properties | 10 | 6,351 | 974 | 91,667 |
Loss on derecognition of subsidiaries | - | - | 77,068 | |
Depreciation of fixed assets | 34 | 46 | 87 | |
Write down of investments | - | 2,026 | - | |
Finance revenue | 6 | (88) | (183) | (342) |
Finance expense | 6 | 8,709 | 23,058 | 35,863 |
Change in fair value of derivative financial instruments | - | (6,291) | (8,752) | |
Equity-settled share-based payment transactions | - | 13 | - | |
Net cash flows from operations before changes in working capital | 15,210 | 32,972 | 59,923 | |
Changes in working capital | ||||
(Increase)/decrease in trade and other receivables | (796) | 2,318 | 270 | |
(Decrease)/increase in trade and other payables | (1,483) | (2,411) | (1,556) | |
Income tax paid | (830) | (1,343) | (979) | |
Net cash flows from operating activities | 12,101 | 31,536 | 57,658 | |
Investing activities | ||||
Purchase of and additions to investment properties and fixed assets | (70) | (2,831) | (388) | |
Proceeds from disposal of investment properties | 19,881 | 7,895 | 46,581 | |
Finance revenue received | 88 | 183 | 342 | |
Effects on cash held in derecognised subsidiaries | - | - | (9,564) | |
Net cash flows from investing activities | 19,899 | 5,247 | 36,971 | |
Financing activities | ||||
Distribution | (19,667) | - | - | |
Purchase of own shares | - | - | 2 | |
Repayment of loans | (21,016) | (25,500) | (60,968) | |
Finance expense paid | (8,709) | (20,677) | (39,589) | |
Settlement of derivative financial instruments | - | - | (2,025) | |
Net cash flows from financing activities | (49,392) | (46,177) | (102,580) | |
Decrease in cash and short-term deposits | (17,392) | (9,394) | (7,951) | |
Cash and short-term deposits as at 1 January | 57,992 | 65,943 | 65,943 | |
Cash and short-term deposits at period end | 40,600 | 56,549 | 57,992 |
Notes to the consolidated financial statements
for the six months ended 30 June 2013
1. General information
Treveria plc (the Company) is a company incorporated and domiciled in the Isle of Man whose shares are publicly traded on AIM.
The consolidated financial statements of Treveria plc comprise the Company and its subsidiaries (together referred to as the Group). The Company acts as the investment holding company of the Group.
2. Significant accounting policies and basis of preparation
These condensed consolidated interim financial statements are unaudited, have not been reviewed by the auditors, and do not constitute statutory accounts. The statutory accounts for 2012, which received an unqualified report from the auditors, are available on the Company's website, www.treveria.com.
The condensed financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. They have been prepared on a going concern basis, as it is the view of the Directors that this is the most appropriate basis of preparation to adopt having considered the issues identified in note 13. Whilst the issues described in note 13 would not affect the ability of the Group to continue as a going concern, they could have a significant potential impact on the classification and valuation of the relevant property assets included in the Consolidated Statement of Financial Position as at 30 June 2013 and hence on the reported results of the Group for the year then ended.
The condensed financial statements have been prepared under the historical cost basis, except for investment properties and derivative financial instruments that have been measured at fair value. The financial statements are presented in euro and all values are rounded to the nearest thousand (€000) except when otherwise indicated.
The accounting policies adopted by the Group in these condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements as at, and for the year ended, 31 December 2012. Amendments resulting from improvements to IFRSs and their interpretations did not have any impact on the accounting policies, financial position or performance of the Group.
The Group has not early adopted any other standard, interpretation or amendment which was issued and is not yet effective.
3. Segmental reporting
The Group's portfolio consists predominantly of retail investment properties in Germany. Discrete financial information is provided to the Board of Directors, which is the Chief Operating Decision Maker, on a silo-by-silo basis.
Six months ended 30 June 2013 | Silo D | Silo F/K | Silo G | Silo J | Other | Total |
(Unaudited) | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
Statement of comprehensive income | ||||||
Gross rental income | 8,721 | 17,619 | 1,912 | 644 | - | 28,896 |
Direct costs | (1,730) | (3,686) | (1,444) | (907) | - | (7,767) |
Net rental income | 6,991 | 13,933 | 468 | (263) | - | 21,129 |
Profit/(loss) from disposal of investment properties | (71) | (25) | 336 | (61) | - | 179 |
(Deficit)/surplus on revaluation of investment properties | (320) | (5,940) | (1,174) | 1,083 | - | (6,351) |
Other income | - | 8 | 1 | 3 | (3) | 9 |
Administrative expenses | (953) | (1,383) | (599) | (85) | (2,942) | (5,962) |
Intercompany advisory fees | (89) | (892) | (45) | (23) | 1,049 | - |
Operating (loss)/profit | 5,558 | 5,701 | (1,013) | 654 | (1,896) | 9,004 |
Net external finance (expense)/income | (1,177) | (7,391) | (137) | - | 84 | (8,621) |
Intercompany finance (expense)/income | (2,580) | (7,062) | (1,121) | (236) | 10,999 | - |
(Loss)/profit after net finance expenses | 1,801 | (8,752) | (2,271) | 418 | 9,187 | 383 |
Effect of intercompany eliminations | 2,669 | 7,954 | 1,166 | 259 | (12,048) | - |
(Loss)/profit after intercompany eliminations and before tax | 4,470 | (798) | (1,105) | 677 | (2,861) | 383 |
Current taxes | (63) | 24 | (10) | - | (97) | (146) |
Deferred taxes | 27 | 80 | (355) | (4) | - | (252) |
(Loss)/profit for the period | 4,434 | (694) | (1,470) | 673 | (2,958) | (15) |
Funds from operations* | 4,798 | 5,191 | (277) | (345) | (2,958) | 6,409 |
Statement of financial position | ||||||
Investment properties at valuation | 196,989 | 448,234 | 33,291 | 10,785 | - | 689,299 |
Other assets | 31,167 | 19,659 | 9,372 | 1,920 | 13,728 | 75,846 |
Total assets | 228,156 | 467,893 | 42,663 | 12,705 | 13,728 | 765,145 |
Interest-bearing loans and borrowings | (200,876) | (398,381) | (2,838) | - | - | (602,095) |
Other liabilities (excluding intercompany loans) | (90,736) | (249,765) | (52,504) | (16,287) | 362,403 | (46,889) |
Total liabilities | (291,612) | (648,146) | (55,342) | (16,287) | 362,403 | (648,984) |
Net equity/(deficit) as shown by silo and Group | (63,456) | (180,253) | (12,679) | (3,582) | 376,131 | 116,161 |
Effect of intercompany eliminations | 85,916 | 234,767 | 37,367 | 8,000 | (366,050) | - |
Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group | 22,460 | 54,514 | 24,688 | 4,418 | 10,081 | 116,161 |
Six months ended 30 June 2012 | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total | |
(Unaudited) | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Statement of comprehensive income | ||||||||
Gross rental income | 9,071 | 14,554 | 20,577 | 2,813 | 811 | - | 47,826 | |
Direct costs | (1,615) | (3,044) | (3,447) | (1,898) | (997) | - | (11,001) | |
Net rental income | 7,456 | 11,510 | 17,130 | 915 | (186) | - | 36,825 | |
Profit/(loss) from disposal of investment properties | (20) | (78) | (114) | (448) | - | - | (660) | |
(Deficit)/surplus on revaluation of investment properties | (1,400) | 485 | 40 | (10) | (89) | - | (974) | |
Administrative expenses | (56) | (251) | (508) | - | (38) | (3,059) | (3,912) | |
Intercompany advisory fees | (476) | (942) | (980) | (151) | (8) | 2,557 | - | |
Operating (loss)/profit | 5,504 | 10,724 | 15,568 | 306 | (321) | (502) | 31,279 | |
Net external finance (expense)/income | (2,708) | (5,360) | (13,610) | (1,374) | - | 177 | (22,875) | |
Intercompany finance (expense)/income | (2,430) | (3,316) | (6,320) | (1,030) | (193) | 13,289 | - | |
Change in fair value of derivatives | - | - | 5,770 | 521 | - | - | 6,291 | |
Investment income/(expense) | - | - | - | - | - | (2,026) | (2,026) | |
Profit/(loss) after net finance expenses | 366 | 2,048 | 1,408 | (1,577) | (514) | 10,938 | 12,669 | |
Effect of intercompany eliminations | 2,906 | 4,258 | 7,300 | 1,181 | 201 | (15,846) | - | |
Profit/(loss) after intercompany eliminations and before tax | 3,272 | 6,306 | 8,708 | (396) | (313) | (4,908) | 12,689 | |
Funds from operations* | 4,015 | 4,668 | 1,973 | (720) | (255) | (2,431) | 7,250 | |
Statement of financial position | ||||||||
Investment properties at valuation | 253,524 | 476,516 | 511,348 | 80,303 | 4,339 | 504 | 1,326,534 | |
Other assets | 9,376 | 12,153 | 13,399 | 17,570 | 11,309 | 32,556 | 96,363 | |
Total assets | 262,900 | 488,669 | 524,747 | 97,873 | 15,648 | 33,060 | 1,422,897 | |
Interest-bearing loans and borrowings | (206,841) | (405,691) | (415,155) | (40,262) | - | - | (1,067,949) | |
Other liabilities | (86,148) | (126,156) | (240,492) | (56,623) | (17,532) | 455,226 | (71,725 | |
Total liabilities | (292,989) | (531,847) | (655,647) | (96,885) | (17,532) | 455,226 | (1,139,674) | |
Net equity/(deficit) as shown by silo and Group | (30,089) | (43,178) | (130,900) | 988 | (1,884) | 488,286 | 283,223 | |
Effect of intercompany eliminations | 80,255 | 115,681 | 222,526 | 36,398 | 6,243 | (461,103) | - | |
Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group | 50,166 | 72,503 | 91,626 | 37,386 | 4,359 | 27,183 | 283,223 |
Year ended 31 December 2012 | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total | |
(audited) | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Statement of comprehensive income | ||||||||
Gross rental income | 18,086 | 24,548 | 47,883 | 5,892 | 1,481 | (52) | 97,838 | |
Direct costs | (2,915) | (4,792) | (7,522) | (7,911) | (1,963) | 79 | (25,024) | |
Net rental income | 15,171 | 19,756 | 40,361 | (2,019) | (482) | 27 | 72,814 | |
Profit/(loss) from disposal of investment properties | (17) | (51) | 92 | (1,062) | (17) | (101) | (1,156) | |
(Deficit)/surplus on revaluation of investment properties | (39,295) | 485 | (47,694) | (4,136) | (1,027) | - | (91,667) | |
Other income | 80 | 198 | 31 | 65 | 22 | 449 | 845 | |
Administrative expenses | (719) | (874) | (1,856) | (2,124) | (251) | (7,999) | (13,823) | |
Intercompany advisory fees | (962) | (1,880) | (1,964) | (260) | (17) | 5,083 | - | |
Operating (loss)/profit | (25,742) | 17,634 | (11,030) | (9,536) | (1,772) | (2,541) | (32,987) | |
Net external finance (expense)/income | (4,119) | (8,091) | (21,839) | (1,895) | - | 423 | (35,521) | |
Intercompany finance (expense)/income | (4,883) | (6,682) | (12,704) | (2,064) | (387) | 26,720 | - | |
Loss on derecognition of subsidiaries | - | - | - | - | - | (77,068) | (77,068) | |
Change in fair value of derivatives | - | - | 9,494 | 1,283 | - | (2,025) | 8,752 | |
(Loss)/profit after net finance expenses | (34,744) | 2,861 | (36,079) | (12,212) | (2,159) | (54,491) | (136,824) | |
Effect of intercompany eliminations | 5,845 | 8,562 | 14,668 | 2,324 | 404 | (31,803) | - | |
(Loss)/profit after intercompany eliminations and before tax | (28,899) | 11,423 | (21,411) | (9,888) | (1,755) | (86,294) | (136,824) | |
Current taxes | (312) | (190) | (363) | (1,470) | (14) | (482) | (2,831) | |
Deferred taxes | 1,378 | (89) | 564 | 2,431 | 137 | - | 4,421 | |
(Loss)/profit for the period | (33,678) | 2,582 | (35,878) | (11,251) | (2,036) | (54,973) | (135,234) | |
Funds from operations* | 10,101 | 10,799 | 16,334 | (7,443) | (725) | (7,582) | 21,484 | |
Statement of financial position | ||||||||
Investment properties at valuation | 196,737 | - | 456,697 | 28,619 | 11,661 | - | 693,714 | |
Other assets | 30,834 | - | 27,781 | 23,291 | 1,924 | 35,966 | 119,796 | |
Total assets | 227,571 | - | 484,478 | 51,910 | 13,585 | 35,966 | 813,510 | |
Interest-bearing loans and borrowings | (204,258) | - | (409,048) | (9,804) | - | - | (623,110) | |
Other liabilities (excluding intercompany loans) | (88,533) | - | (247,035) | (52,149) | (17,582) | 350,553 | (54,746) | |
Total liabilities | (292,791) | - | (656,083) | (61,953) | (17,582) | 350,553 | (677,856) | |
Net equity/(deficit) as shown by silo and Group | (65,220) | - | (171,605) | (10,043) | (3,997) | 386,519 | 135,654 | |
Effect of intercompany eliminations | 83,694 | - | 231,101 | 36,282 | 7,039 | (358,116) | - | |
Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group | 18,474 | - | 59,496 | 26,239 | 3,042 | 28,403 | 135,654 |
* Funds from operations is calculated by taking profit/(loss) for the period and adjusting it for profit/(loss) from disposal of investment properties net of related tax, revaluation surplus/(deficit), RETT, change in fair value of derivative financial instruments, gain on derecognition of subsidiaries, investment income/(expense) and deferred tax.
4. Profit from disposal of investment properties
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Gross disposal proceeds | 20,050 | 8,555 | 46,581 |
Book value of properties disposed | (19,702) | (8,555) | (46,795) |
Other disposal costs | (169) | (660) | (942) |
179 | (660) | (1,156) |
5. Operating profit
The following items have been charged/(credited) in arriving at operating profit/(loss):
Direct costs | |||
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Service charge expense | 10,515 | 10,925 | 19,896 |
Service charge income | (4,629) | (6,010) | (11,170) |
Irrecoverable service charges | 5,886 | 4,915 | 8,726 |
Property management fee | 1,301 | 1,289 | 2,688 |
Asset Management fee | 284 | - | - |
Ground rent / lease charges | 1,456 | 1,687 | 3,148 |
Other property costs | (1,160) | 3,110 | 10,462 |
7,767 | 11,001 | 25,024 | |
Administrative expenses | |||
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Audit fees | 70 | 153 | 267 |
Directors' fees | 18 | 100 | 118 |
Directors' expenses | 28 | 14 | 35 |
Net foreign exchange loss | 163 | - | 270 |
Bank fees | 74 | 123 | 418 |
Staff costs | 1,886 | 2,618 | 4,071 |
Legal and professional fees and other administrative costs | 3,723 | 904 | 8,644 |
5,962 | 3,912 | 13,823 |
6. Finance revenue and expense
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Bank interest income | 88 | 183 | 342 |
Finance revenue | 88 | 183 | 342 |
Bank loan interest | (8,700) | (19,401) | (32,372) |
Amortisation of capitalised finance charges | (9) | (3,576) | (3,501) |
Interest on back taxes | - | (81) | 10 |
Finance expense | (8,709) | (23,058) | (35,863) |
Net finance expense | (8,621) | (22,875) | (35,521) |
7. Income tax
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Current income tax | |||
Current income tax charge | 145 | 762 | 2,831 |
145 | 762 | 2,831 | |
Deferred tax | |||
Relating to origination and reversal of temporary differences | 253 | (389) | (4,421) |
Income tax charge reported in the Statement of comprehensive income | |||
398 | 373 | (1,590) |
Deferred tax liability | |||
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
As at 1 January | 5,215 | 13,880 | 13,880 |
Released in respect of property disposals | (119) | - | (1,576) |
Effect of derecognition of subsidiaries | - | 77 | (4,249) |
Revaluation of investment properties to fair value | 366 | (461) | (2,840) |
Balance as at period end | 5,462 | 13,496 | 5,215 |
The Group has tax losses of €141 million (31 December 2012: €141 million) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that have been loss-making for some time.
8. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
Period ended | Period ended | Year ended | |
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Earnings | |||
Earnings for the purpose of basic and diluted earnings per share | |||
(Loss)/profit for the period attributable to the equity holders of the parent company | (15) | 12,296 | (135,234) |
Profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries, net of related tax | |||
6,416 | (5,047) | 155,864 | |
Adjusted earnings | 6,401 | 7,249 | 20,630 |
Number of shares | |||
Weighted average number of ordinary shares for the purpose of basic earnings per share | |||
605,008,809 | 605,008,809 | 605,008,809 | |
Weighted average effect of dilutive share options* | - | - | - |
Weighted average number of ordinary shares for the purpose of diluted earnings per share | |||
605,008,809 | 605,008,809 | 605,008,809 | |
Basic (loss)/earnings per share | 0.00c | 2.03c | (22.35)c |
Diluted (loss)/earnings per share | 0.00c | 2.03c | (22.35)c |
Adjusted earnings per share | 1.06c | 1.20c | 3.41c |
9. Net assets per share
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Net assets | |||
Net assets for the purpose of assets per share (assets attributable to the equity holders of the parent company) | 116,161 | 283,223 | 135,654 |
Deferred tax arising on revaluation surpluses | 5,462 | 13,496 | 5,215 |
Derivative financial instruments | - | 4,486 | - |
Adjusted net assets attributable to equity holders of the parent company | |||
121,623 | 301,205 | 140,869 | |
Number of shares | |||
Number of ordinary shares for the purpose of net assets per share | 605,008,809 | 605,008,809 | 605,008,809 |
Net assets per share | 19.20c | 46.81c | 22.42c |
Adjusted net assets per share | 20.10c | 49.79c | 23.28c |
10. Investment properties
A reconciliation of the valuation to the carrying values shown in the Consolidated statement of financial position is as follows:
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Investment properties at market value | 692,793 | 1,326,534 | 718,775 |
Adjustment in respect of minimum payments under head leases separately included as a liability at present value in the Statement of Financial Position (see note 14) | |||
22,609 | 29,876 | 24,905 | |
Adjustment in respect of rent free periods | (543) | (1,158) | (543) |
714,859 | 1,355,252 | 743,137 | |
Less reclassified property held for disposal | (25,560) | (61,147) | (49,424) |
689,299 | 1,294,105 | 693,713 |
All properties have been valued on the basis of market value which was primarily derived using comparable recent market conditions and transactions on arm's length terms.
As a result of the level of judgement used arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property, may differ from the valuations shown in the balance sheet.
The movement on the valuation of the investment properties at market value is as follows:
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Total investment properties at market value per as at 1 January | 718,775 | 1,334,004 | 1,334,004 |
Additions and subsequent expenditure | 71 | 2,061 | 388 |
Disposals | (19,702) | (8,555) | (46,048) |
Silo E derecognition | - | - | (477,902) |
(Deficit)/surplus on revaluation of investment properties | (6,351) | (976) | (91,667) |
Total investment properties at market value as at period end | 692,793 | 1,326,534 | 718,775 |
11. Cash and short-term deposits | |||
(Unaudited) | (Unaudited) | (Audited) | |
30 June | 30 June | 31 December | |
2013 | 2012 | 2012 | |
€ 000 | € 000 | € 000 | |
Cash at banks and in hand | 40,600 | 56,549 | 57,992 |
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and two months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and short-term deposits is €40,600,000 (31 December 2012: €57,992,000).
Within the cash at banks and in hand balance at 30 June 2013, €19,169,000 (31 December 2012: €25,564,000) is cash that has become cash trapped within property companies. This is where certain quarterly financial covenant tests, set out in the Group's bank loan agreements, have not been met. This does not represent an event of default under these agreements. This cash remains under the control of the banks to be used for the payment of interest and amounts due under these loan agreements, and cannot be used for the Group's purposes until the financial covenant tests are satisfied.
12. Provision for RETT | |||
(Unaudited) | (Unaudited) | (Audited) | |
30 June | 30 June | 31 December | |
2013 | 2012 | 2012 | |
€ 000 | € 000 | € 000 | |
German Real Estate Transfer Tax (RETT) | 1,000 | 1,000 | 1,000 |
As at 31 December 2009, a provision for German RETT of €40,200,000 was made as a prior year adjustment. This was in respect of the acquisition of shares in Treveria Properties S.à r.l. by Treveria Holdings S.à r.l. The Group's legal advisers have confirmed that, in the event the RETT was deemed payable, the likelihood of the authorities having any actual recourse to the assets of Treveria plc was remote. The Group continues to challenge the assessment of the RETT on various legal grounds and has initiated relief procedures with the relevant German tax authorities, and has applied to the German fiscal court for a ruling on the matter. The outcome of such legal action and relief procedures is typically hard to predict.
In the year ended 31 December 2010, the Group reassessed the probability that Treveria Holdings Limited might be subject to the RETT liability. Based on legal advice received it was no longer more likely than not that Treveria Holdings Limited will be required to settle the RETT obligation. A balance of €1,000,000 was retained within this provision to settle amounts which may become payable in relation to the RETT relief procedures.
The Group has reassessed the situation as at 30 June 2013 and has determined that the existing provision of €1,000,000 should remain due to RETT relief procedures which are not yet finalized.
The Group has determined that a reasonable estimate of the maximum possible liability for RETT (including late payment fees and interest) to be €45,392,000. Due to the uncertainties relating to the outcome of the challenge to the assessments, the relief procedures and possible future legislation, this amount is shown as a contingent liability (31 December 2012: €45,392,000) - see note 18.
13. Interest-bearing loans and borrowings
The Group's property portfolios are largely funded by external debt facilities as summarised below.
Effective | 30 Jun | 31 Dec | |
interest rate | 2013 | 2012 | |
% | €'000 | €'000 | |
Deutsche Bank and Citigroup loan | Floating | 200,876 | 204,258 |
Eurohypo loan | Floating | 358,803 | 369,077 |
Eurohypo loan | Floating | 39,578 | 39,971 |
JPMorgan loan | Floating | 2,838 | 9,805 |
602,095 | 623,111 |
The Group has pledged investment properties to secure related interest-bearing debt facilities granted to the Group for the purchase of such investment properties.
Deutsche Bank AG and Citigroup Global Markets Limited (Silo D)
During the period amounts of €3,382,000 (2011: €6,963,000) were repaid arising from amortisations due under the loan agreement, resulting in a balance at the end of the period of €200,876,000 (2011: €211,221,000). With effect from 21 July 2011, interest on this loan is now floating at a rate based on Euribor and is payable quarterly in arrears. The facility has been in cash trap (note 11) since July 2009. The loan is secured over the assets and the undertakings of companies within the relevant sub-group. In February 2013, Treveria reached a consensual agreement with the servicer, Situs Asset Management Limited, regarding the implementation of a business plan which involves the orderly disposal of the Silo D property portfolio over time. Under this agreement the servicer has also granted an extension to the standstill agreement until 11 June 2013, with the intention to provide four-months rolling extensions moving forward. The standstill agreement has now been extended until 11 October 2013. Treveria is providing full support to the realization process and receives a sales fee on each sale.
Eurohypo AG (Silo F/K)
During the period amounts of €10,667,000 (2012: €14,776,000) were repaid arising from amortisations and other prepayments due under the loan agreement, resulting in a balance at the end of the period of €398,381,000 (2012: €409,048,000). The interest on this loan is now floating at a rate based on Euribor and is payable quarterly in arrears. The facility has been in cash trap (note 11) since October 2008. The loan is secured over the assets and the undertakings of companies within the relevant sub-group. Negotiations with Hypothekenbank Frankfurt (formerly Eurohypo) regarding a restructuring of the Silo F and K debt facility had progressed well during the course of 2013. In April 2013, Treveria and Hypothekenbank Frankfurt (formerly Eurohypo) then agreed on a further three month extension of the in-place standstill (until 31 July 2013), with the intention to finalising the implementation of a consensual restructuring agreement. The restructuring agreement was subsequently signed on 6 September 2013.
JPMorgan plc (Silo G)
During the period amounts of €6,966,000 (2012: €30,663,000) were repaid arising from proceeds of disposal of investment property, resulting in a balance at the end of the period of €2,838,000 (2012: €9,804,000). The interest rate on this loan was floating at rate based on Euribor and is payable quarterly in arrears. The loan was amortising on the basis of surplus cash from sales and net operating income. The loan was secured over the assets and the undertakings of companies within the relevant sub-group. After having agreed on a reinstated facility agreement in December 2012, which extended the maturity of the original loan to 31 May 2013, Treveria agreed on a further six week extension of the loan agreement (until 12 July 2013), to allow for repayment of the loan facility in line with scheduled sales completions. Treveria repaid the Silo G loan facility in full on 12 July 2013. The Silo still contains 12 properties which are now free of any mortgage.
14. Financial instruments
Set out below is a comparison by category of carrying amounts and fair values of all the Group's financial instruments that are carried in the financial statements:
30 June | 30 June | 31 Dec | |
2013 | 2012 | 2012 | |
€'000 | €'000 | €'000 | |
Financial assets | |||
Cash and short-term deposits | 40,600 | 56,549 | 57,992 |
Trade and other receivables | 4,732 | 6,786 | 7,926 |
Financial liabilities | |||
Trade and other payables | 13,270 | 15,836 | 14,941 |
Interest-bearing loans and borrowings: | |||
- floating rate loans | 602,095 | - | 623,111 |
- floating rate loans capped | - | 635,975 | - |
- floating rate loans swapped into fixed rates | - | 431,974 | - |
Derivative financial instruments | - | 4,486 | - |
Finance leases | 22,609 | 29,876 | 24,905 |
15. Issued capital | ||||
Number of shares | Share capital | |||
Authorised | € | € | ||
Ordinary shares of €0.01 each | ||||
As at 30 June 2012, 31 December 2012 and 30 June 2013 | 1,500,000,000 | 15,000,000 | ||
Issued and fully paid | ||||
Ordinary shares of €0.01 each | ||||
As at 30 June 2012, 31 December 2012 and 30 June 2013 | 605,008,809 | 6,050,088 |
16. Dividends
On 15 March 2013 the Company made cash distribution of 3.25 Euro cents per share, amounting to €19,663,000 in total.
17. Capital commitments
The Company has given guarantees of payment of annual rents of €194,000 (31 December 2012: €189,000) payable by its subsidiary undertakings under head leases for varying periods not exceeding 21 years.
18. Contingent Liabilities
As disclosed in more detail in note 12, Treveria Holdings Limited is subject to a contingent liability of up to €45,392,000 (31 December 2012: €45,392,000) for German RETT.
19. Events after the date of the consolidated statement of financial position
Disposal of investment properties
One of the seven properties held for sale was disposed of by 20 September 2013, realising sales proceeds of €1,900,000. Further two investment properties have been notarised for sale, which should generate proceeds of €2,900,000.
Loan Agreements
Silo E
At this stage, all the insolvency proceedings and the appointment of the preliminary insolvency administrator remain contingent to the appeal filed by the Company. The Company still considers that debtor-in-possession proceedings is the best alternative to preserve the value of the Silo E property portfolio for creditors and stakeholders as a whole.
Also, with regards to the first creditors meeting held in March 2013 in which some creditors contested the voting rights of the lenders under the loan agreements, the Company expects to provide a further update after the creditors meetings,, to be held in October 2013 and onwards, at which the creditor claims in respect of the Silo E portfolio companies will be reviewed.
Silo F/K
On 6 September 2013, Treveria signed a restructuring agreement with Hypothekenbank Frankfurt (formerly Eurohypo) with regard to the Silo F and K loan facility. The objective of the restructuring agreement is the implementation of a business plan that seeks to maximize sale proceeds and achieve full repayment of the debt facility out of asset disposals over time. Under this agreement, Hypothekenbank has granted a new five year loan facility to Treveria. Treveria continues to be the eventual 100% beneficiary of any value remaining in the Silo post the repayment of the debt plus all the costs and fees incurred. The debt remains non-recourse to the parent company.
As previously announced, the Silo F and K portfolios are managed by both ATOS Asset Management and Corpus Sireo Asset Management.
Silo G
Treveria repaid the Silo G loan facility in full on 12 July 2013. The Silo still contains 12 properties and is free of any mortgages or charges.
Related Shares:
GWIK.L