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Half Yearly Report

30 Sep 2013 07:00

RNS Number : 1694P
Treveria PLC
30 September 2013
 



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

 

30 June

30 June

31 Dec

 

2013

2012

2012

 

Notes

€'000

€'000

€'000

 

Gross rental income

28,896

47,826

97,838

 

Direct costs

5

(7,767)

(11,001)

(25,024)

 

Net rental income/(loss)

21,129

36,825

72,814

 

Profit/(loss) from disposal of investment properties

4

179

(660)

(1,156)

 

Deficit on revaluation of investment properties

10

(6,351)

(974)

(91,667)

 

Other income

9

-

845

 

Write down of amounts due from subsidiaries

-

-

-

 

Administrative expenses

5

(5,962)

(3,912)

(13,823)

 

Operating profit/(loss)

9,004

31,279

(32,987)

 

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

 

Loss on derecognition of subsidiaries

-

(2,026)

(77,068)

 

Profit/(loss) before tax

383

12,669

(136,824)

 

Income tax (expense)/credit

7

(398)

(373)

1,590

 

(Loss)/profit for the period

(15)

12,296

(135,234)

 

(Loss)/profit attributable to:

 

Equity holders of the parent company

(15)

12,296

(135,234)

 

Non-controlling interests

-

-

-

 

(Loss)/profit for the period

(15)

12,296

(135,234)

 

Other comprehensive income

 

Foreign exchange translation differences

189

22

(17)

 

Other comprehensive profit/(loss) for the period

189

22

(17)

 

Total comprehensive profit/(loss) for the period

174

12,318

(135,251)

 

Total comprehensive loss attributable to:

 

Equity holders of the parent company

174

12,318

(135,251)

 

Non-controlling interests

-

-

-

 

Total comprehensive loss for the period

174

12,318

(135,251)

 

 

(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

 

 

 

 

Diluted (loss)/earnings for the year attributable to ordinary equity holders of the parent company

8

0.00c

2.03c

(22.35)c

 

 

 

 

 

 

* 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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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