26.07.2007 17:45:00
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Klépierre Confirms Its Growth Outlook
Regulatory News:
The Supervisory Board met today to review the company’s
business and financial statements for the six months ended June 30,
2007, as approved by the Executive Board on July 23, 2007.
In millions of euros June 30, 2007 June 30, 2006 Change (%) Change on a constant portfolio basis Lease income 285.0 250.3 +13.9% +6.2% Shopping centers 249.3 222.6 +12.0% +5.9% Retail properties 11.4 1.1 N C N C Office properties 24.3 26.6 -8.9% +9.1% Net lease income 266.9 236.1 +13.0% Fee income 30.0 24.6 +22.1% Cash flow from operations 257.1 222.3 +15.7% In euros per share
Net current cash flow 3.24 2.81 +15.3%
Net earnings
2.15
1.71
+25.8%
Revalued Net Assets (1) 108.9 79.9 +36.4% (1) including transfer duties, after taxation
of unrealized capital gains and fair value marking of financial
instruments
RENTS RISE BY 13.9% OVER THE FIRST HALF
Shopping center rents were up by 12% over the first six months of 2007,
reaching 249.3 million euros. Acquisitions made in 2006 contributed 8
million euros to rents for the first half, including Valenciennes -
France (€1.6M), Novo Plaza –
Czech Republic (€1.4M) and Braga –
Portugal (€1,2M). 2007 acquisitions
contributed 4.6 million euros over the same period. The 5.9% increase on
a constant portfolio basis is the result of index-linked rent adjustment
(+4.6%) and rental reversion (713 leases handled, +14.1%).
Rents from retail properties totaled 11.4 million euros, 10.2 million
euros of which were provided by the Buffalo Grill assets.
Office rents rose on a constant portfolio basis by 9.1%, reflecting the
impact of index-linked rent adjustment (+5.3%) and re-lettings concluded
in 2006 (+3.8%). On a current scope basis, they declined by 8.9%, to
24.3 million euros, attributable to the 186.4 million euros in disposals
that were carried out in 2006 and 2007.
Fee income for the period reached 30 million euros. This 22.1% increase
was almost exclusively attributable to the Shopping Center segment.
NET CURRENT CASH FLOW PER SHARE: +15.3%
Cash flow from operations increased by 15.7%, to 257.1 million euros.
Net cost of debt was 76.2 million euros. The Group’s
interest expense rose by 10.9 million euros, and net debt was 4.1
billion euros at the June 30, 2007 reporting date (+305 million euros
versus December 31, 2006). The cost of the debt was stable over the
first half of 2007 (4.3%), and was little impacted by higher interest
rates due to the high level of debt hedged at fixed rates (79% at June
30, 2007). Thanks to the hedging strategy adopted, Klépierre’s
performances are not very sensitive to interest rate movements. For
example, on the basis of the financial structure of Klépierre at the
June 30, 2007 reporting date, if the Euribor 3-month rate were to move
to 5%, the impact on Klépierre would be a 0.08% increase in the cost of
the debt, generating a surplus annual charge of around 3 million euros.
Net current cash flow was 173.9 million euros for the period, up by 15%.
Group share, it was 148.3 million euros, or 3.2 euros per share (+15.3%).
The capital gains generated on the sale of properties (€73.8M)
came to 21 million euros for the six months ended June 30, 2007
(compared with €11.2M one year earlier) and
came from the sale of Office properties.
Net income, group share, was 98.4 million euros. Expressed per share, it
was 2.15 euros, an increase of 25.8%.
OBJECTIVE TARGET OF ONE BILLION MAINTAINED FOR 2007
Klépierre (Paris:LI) is pursuing its development, with nearly 550
million euros invested to date—including 404
million euros in the first half of 2007.
Acquisitions made during the period include the Rybnik and Sosnowiec
centers in Poland, Larissa in Greece, and equity interest in 9
shopping malls.
On July 19, 2007, Klépierre acquired the extension projects as well as
the property ownership of the Leclerc hypermarkets located in two French
shopping centers (in Blagnac and Saint Orens) for a total of 250.7
million euros (of which €138.4M outlaid to
date). It already owns the existing malls.
Extension projects, either inaugurated (like the one in Rambouillet)
or to come (such as Claye-Souilly), represented 87 million euros,
illustrating the rising momentum of the new agreement with Carrefour.
In connection with projects under development (such as Angoulême and
Montpellier), 45 million euros were also outlaid.
Investments made during the period will provide additional full-year net
rents of 21 million euros.
Investments continue in the second half of the year with, in particular,
the opening of Angoulême, the acquisition of Lublin (Poland) and Pilzen
(Czech Republic), and the extensions of Orléans Saran and Elche (Spain).
Investments are expected to reach a minimum of one billion euros in 2007.
At June 30, 2007, Klépierre has visibility through 2011 on a reservoir
of investments—in both shopping centers and
retail properties—that total nearly 4.4
billion euros, of which more than 3 billion are controlled investments.
France accounts for around 2 billion euros of the total. Developments
for own account amount to 1.6 billion euros or 37% of the total, with
the rest equally balanced between extensions and acquisitions. The
average expected yield for the whole is above 6.5%. This high-quality
portfolio gives the Group solid potential for profitable growth in the
years to come.
REVALUED NET ASSETS (RNAV): +11.8% OVER 6 MONTHS, +36.4% OVER 12
MONTHS
The value of Klépierre’s real estate holdings
including transfer duties was 10 billion euros (total share) and 8.9
billion euros (group share) at the June 30, 2007 reporting date. On a
constant portfolio basis, shopping center assets increased in value by
5.3% during the six-month period ended, while the value of retail assets
grew by 4.5% over the same period and the value of office assets
increased by 9.7%. Over 12 months, the respective increases are 17.0%,
23.2% and 19.5%. These changes over the period reflect to a large extent
the rental reversion of assets and, to a lesser extent, falling yields,
which are down by an average of 10bps for the shopping centers and by
50bps for office properties. The annual yield rate used by the
appraisers for the Shopping Center and Retail Properties was 5.7% (5%
for Offices).
Revalued Net Assets, including transfer duties, after deferred taxes on
capital gains and fair value marking of financial instruments, was 108.9
euros per share, versus 79.9 euros per share on June 30, 2006, a 36.4%
increase over 12 months (97.4 euros on December 31, 2006, +11.8% over
six months). STOCK SPLIT
Pursuant to the decision ratified by the shareholders at their annual
meeting on April 5, 2007, a three-for-one stock split will be effected
on September 3, 2007
OUTLOOK "The strength of our economic model
is that it combines the dynamics of a real estate specialist with an
industrial development logic that spans more than 10 countries in Europe,”
commented Michel Clair, Chairman of the Klépierre Executive Board. "This
original growth model allows us—even in less
favorable environments, like those we are seeing right now—to continue to grow our net current cash flow by more than 10% over the
medium term by investing 8 to 10% of the value of our holdings each
year. For 2007, we confirm our forecast of double-digit growth in our
net current cash flow and our intention of investing around one billion
euros.” Upcoming events and releases: Three-for-one stock split (September 3, 2007) 2007 third quarter revenues (October 23, 2007) NOTES TO PRESS RELEASE
JULY 26, 2007 Consolidated financial statements at June 30, 2007
I – HIGHLIGHTS OF THE PERIOD
II – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
III – SEGMENT REVENUES AND EARNINGS
IV – CONSOLIDATED EARNINGS AND CASH
FLOW
V – REVALUED NET ASSETS (RNAV)
VI – FINANCING POLICY
INCOME STATEMENT BALANCE SHEET CONSOLIDATED INCOME STATEMENT – SEGMENT
PRESENTATION PROFORMA INCOME STATEMENT AT FAIR VALUE I– HIGHLIGHTS OF THE PERIOD 1 – Change in shopping center holdings of
the Klépierre group
On May 7, 2007, Klépierre acquired shopping centers located in the
downtown areas of Rybnik and Sosnowiec, in Poland, from Plaza Centers
Europe (PCE). This transaction was carried out within the framework of
the development agreement that PCE and Klépierre concluded in 2005,
pertaining in particular to 3 shopping centers located in Poland and 2
in the Czech Republic.
These shopping centers, which were inaugurated last March, are fully
leased up. Rybnik Plaza offers 18,075 sq.m of gross leasable area (GLA)
and 81 retail outlets, while Sosnowiec Plaza measures 13,150 sq.m (GLA)
for 75 retail outlets.
The price paid to acquire the two centers was 90 million euros,
including 73.8 million euros paid on the date of acquisition. Full year,
gross rents of 6.8 million euros are expected for the two centers taken
together.
The remainder of the purchase price will be paid when full ownership of
Lublin Plaza is acquired, most likely between now and the end of this
year.
In Hungary, Klépierre paid 14.2 million euros to acquire office space
inside a real estate complex located in the Duna Plaza shopping center,
which the group already owns. The space, which offers 11,566 sq.m of
office premises, will generate annual rents of 1.2 million euros based
on the current occupancy rate of 89%. The primary aim of this
transaction is to facilitate the completion of an extension project in
the center, which currently includes 224 retail outlets spread over
36,040 sq.m GLA.
In Italy, the newly restructured Val Vibrata shopping center in
Colonella (on the Adriatic coast) was inaugurated on April 19, 2007. In
a bigger and fully renovated mall, the number of retailers has grown
with the arrival of 20 new shops, including Esprit and Camaieu.
In Greece, Klépierre paid 21 million euros to acquire the shopping mall
surrounding the hypermarket Carrefour Larissa.
2 – Investment in the real estate of major
retailers
In France, via its subsidiary Klémurs, the Group acquired the company
Cap Nord on March 29, 2007 and, in so doing, confirmed that Klémurs is
able to respond to the outsourcing needs of major retailers. The owner
of 14 retail assets whose total value is 37.2 million euros (GLA of 21
816 sq.m), Cap Nord should provide full-year gross rents of 2.3 million
euros.
On January 9, 2007, Klépierre acquired 100% of the equity interest in
Progest and entered into a memorandum of understanding with respect to
financial investments in various of the real estate companies belonging
to the Group owned by Mr. Henry Hermand.
Progest and its various entities hold equity interests in several
shopping centers or retail facilities in operation, spread over 13
sites, located near to or within the city centers of large French
cities. They offer GLA of more than 88 000 sq.m in total, including 36
000 sq.m for the percentages of ownership sold. Via this transaction,
Klépierre enters 4 major shopping centers: Creil Saint-Maximin,
Tourville-la-Rivière near Rouen, Le Belvédère in Dieppe and L’Océane
to the south of Rezé, near Nantes.
Four parcels of land also fall within the scope of the agreement. For
the main land parcel, located in Forbach (57), the projected land use
involves the creation of a retail business park measuring 42 000 sq.m
and situated next to a shopping mall and a hypermarket. The sum invested
is €109.6 million. Expected triple net rent
in 2007 for the assets in operation is €6.4
million.
After 19 months of work, the extension of the Belair center in
Rambouillet was inaugurated in May 2007. The hypermarket was extended by
2 450 sq.m, while the size of the mall was multiplied by four. The mall
now boasts 45 retail outlets (there were 25 in 2005), including 5
mid-sized units (with Zara and Darty).
Klépierre is currently restructuring the retail park in Kerlann, located
in the heart of the largest business and retail area around Vannes. This
building, which spans 5 567 sq.m in all, was acquired in April 2007 from
Castorama. It will host 3 retailers, including FNAC and its new
peripheral concept, over 2 560 sq.m GLA, and Darty, over 2 200 sq.m.
3 - Offices: planned disposal process continues
In the first quarter of 2007, Klépierre disposed of its last indivisible
shares of ownership in the Front de Paris building in Levallois-Perret,
as well as a property located at 5 Rue de Turin (in the 8th
arrondissement of Paris), for a total amount of 73.5 million euros.
These assets provided a combined total of 4.5 million euros in rents in
fiscal year 2006.
4 - Standard & Poor’s rating
In January 2007, Standard & Poor’s
revised Klépierre’s rating upward, from BBB+
with stable outlook to BBB+ with positive outlook.
5- Dividend payment
At their annual meeting on April 5, 2007, the shareholders of Klépierre
determined and declared a dividend payment of 3.2 euros per share, an
increase of 18.5% over the preceding year. The dividend payment date was
April 13, 2007.
II - Summary of significant accounting policies Principles of financial statement preparation
In accordance with European Regulation 1606/2002 dated July 19, 2002,
the consolidated financial statements have been drawn up in conformity
with IFRS rules, as adopted by the European Union and applicable at this
date.
International accounting standards include IFRS (International Financial
Reporting Standards), IAS (International Accounting Standards) and their
interpretations (SIC and IFRIC).
The interim consolidated financial statements as at June 30, 2007 are
presented in complete form and include the disclosure of all information
required under IFRS. IFRS 7 and the revised version of IAS 1, which went
into effect on January 1, 2007, are being applied in Klépierre’s
financial reporting for the first time in the statements for the six
months ended June 30, 2007. The accounting policies used in the
preparation of the consolidated financial statements for the six months
ended June 30, 2007 are identical to those used to prepare the annual
consolidated financial statements for year-end 2006, with the exception
of the new standards, interpretations and amendments to existing
standards that apply to accounting periods beginning as of January 1,
2007 or after, and for which the Group did not opt for early adoption.
Consolidated financial statements – Basis
of preparation
The consolidated financial statements include the financial statements
of Klépierre S.A. and its subsidiaries at June 30, 2007. The financial
statements of subsidiaries are prepared using the same frame of
reference as those of the parent company in terms of time period and
accounting methods.
Subsidiaries are consolidated as of the date on which they are acquired,
which is the date on which the Group acquired a controlling interest, a
situation that prevails until the date on which this control ceases.
The group’s consolidated financial statements
are established using the historical cost method, with the exception of
derivative financial instruments and financial assets that are being
held for sale, which are measured and carried at their fair value. The
book value of assets and liabilities that are hedged in accordance with
a relationship of fair value hedging, and which are measured elsewhere
at cost, is adjusted to reflect changes in fair value attributable to
the risks being hedged. The consolidated financial statements are
presented in euros.
Scope of consolidation
The Consolidated Financial Statements of Klépierre cover all companies
over which it has majority control, joint control or significant
influence.
Potential voting rights that are currently exercisable or convertible
are taken into account when determining the percentage of control held.
A subsidiary is consolidated from the date on which the Group obtains
effective control.
The Group consolidates special purpose entities (SPEs) formed
specifically to manage a transaction, even where the Group has no equity
interest in the entity, provided that the substance of the relationship
is that the Group exercises control (its activities are conducted
exclusively on behalf of the Group, the Group has the decision-making
and management powers).
Accounting for business combinations
According to IFRS 3, all business combinations covered by the standard
must be accounted for as acquisitions.
A business combination is defined as the grouping of separate entities
or businesses into one reporting entity.
On the acquisition date, the acquirer must allocate the cost of the
business combination by recognizing, at fair value, the identifiable
assets, liabilities and contingent liabilities of the acquired business
(except for non-current assets held for sale).
The difference between the purchase cost of the interest in the
consolidated companies and the Group’s
interest in the net fair value of the acquired identifiable net assets
and liabilities is goodwill. On the date of acquisition, the buyer
records positive goodwill as an asset. Total negative goodwill is
immediately recognized in the profit and loss statement.
Goodwill is no longer amortized, pursuant to IFRS 3 "Business
Combinations.” On the other hand, it must be
tested annually for impairment or more often if certain events or
changes in circumstances indicate a possible impairment.
For this test, goodwill is broken down by cash-generating unit (CGU),
which is a homogeneous group of assets that generates identifiable cash
flows.
Intangible assets are recognized separately from goodwill if they are
separately identifiable, i.e. if they arise from contractual or other
legal rights or if they are capable of being separated from the
activities of the entity acquired and are expected to generate future
economic benefits.
Any adjustments to assets and liabilities recognized on a provisional
basis must be within 12 months of the acquisition date.
Klépierre has chosen the option offered under IFRS 1 of not restating
business combinations that were completed prior to January 1, 2004.
Accounting treatment of the acquisitionof additional equity interest
in a controlled entity
Under IFRS 3, the acquisition of minority interests does not constitute
a business combination. Since it is not considered to be a business
combination, no specific accounting rules apply to this type of
transaction. According to IAS 8.10, in the absence of a standard or
interpretation that specifically applies to a transaction, Management
must use its judgment in developing and applying an appropriate
accounting policy for the type of transaction in question. The Klépierre
group has opted for a policy that entails recognizing goodwill and
revaluing the assets of the previously controlled subsidiary in
proportion to the additional percentage of ownership acquired, at fair
value on the date the additional acquisition was made. The percentage of
interest held previously is not revalued.
Currency translation
The consolidated financial statements are presented in euros, which is
Klépierre’s currency of operation and
presentation. Each subsidiary of the Group determines its currency of
operation, and all items in its financial statements are measured using
this currency of operations.
The Group’s foreign affiliates conduct
certain transactions in a currency other than their currency of
operation. These transactions are initially recorded in the currency of
operation at the exchange rate in force on the date of the transaction.
At the accounting cut-off date, monetary assets and liabilities stated
in foreign currencies are converted into the currency of operation at
the exchange rate in force on that date. Non-monetary items stated in
foreign currencies, and which are measured at their historical cost, are
converted using the exchange rate in force on the dates of the initial
transactions. Non-monetary items stated in foreign currencies, and which
are measured at fair value, are converted at the exchange rate on which
this fair value was determined.
On the accounting cut-off date, the assets and liabilities of these
subsidiaries are converted into Klépierre SA’s
currency of presentation, which is the euro, at the exchange rate in
force on the closing date and their income statements are converted at
the average weighted exchange rate for the year. Any translation
differences that result are allocated directly to shareholders’
equity under a separate line item. In the event of the disposal of a
foreign operation, the total accrued deferred exchange gain/loss, as
recognized separately from equity, on that foreign operation is
recognized in profit or loss.
Investment property
Nearly all of Klépierre’s real-estate assets
meet the definition of "investment property.”
Buildings occupied by the Group are recorded under property, plant and
equipment (long-term fixed assets).
At a meeting held on May 26, 2004, the Supervisory Board approved the
adoption by Klépierre of IAS 40 using the cost model approach.
To produce financial statements that are both complete and comparable to
the financial statements of key competitors applying the fair value
model to their investment property, Klépierre is providing pro forma
financial data restating its investment property on a fair value basis.
Fixed assets are recorded at cost, including duties and fees, and are
amortized using the parts method.
Long-term fixed assets are tested for depreciation whenever there is
evidence of impairment at the accounting cut-off date. If evidence of
impairment is found, the new recoverable amount of the asset is compared
to its net carrying amount and any observed impairment is recorded.
Gains or losses from the disposal of investment property are recorded
under "Result from the sale of investment
property and equity interests.” Leases
Rental income from operating leases are recognized in income on a
straight-line basis over the entire term of the lease.
Stepped rents and rent-free periods are accounted for as an increase or
decrease to lease income for the financial year over the life of the
lease. The reference period is the first firm lease term.
Any entry fees received by the lessor are equated with supplementary
rent and allocated over the first firm lease term.
Tenants who terminate their leases prior to the expiration date are
liable for early termination fees. Such fees are allocated to the
terminated contract and credited to income in the period in which they
are recognized.
When the lessor terminates a lease before it expires, the occupying
tenant is entitled to the payment of an eviction indemnity.
(i) Replacement of a tenant:
If the payment of an eviction indemnity allows for the modification or
maintenance of the level of performance of the asset in question
(increase in rental price and hence in the value of the asset), this
cost (under the revised version of IAS 16) can be capitalized in the
cost of the asset, provided that the increase in value is confirmed by
appraisal. If not, the cost is expensed when incurred.
(ii) Building renovation requiring removal of the existing tenants: If
eviction indemnities are paid in the context of the major renovation or
reconstruction of a building requiring the prior removal of the existing
tenants, they should be included among the preliminary expenses treated
as additional parts of total renovation costs.
Land and building leases are classified as operating or finance leases,
in the same way as leases of other assets. Any premium paid for such
leasehold represents pre-paid lease payments which are amortized over
the lease term in accordance with the pattern of benefits provided.
Pursuant to IAS 40, these initial payments are reclassified as prepaid
expenses.
Borrowing costs
The benchmark treatment under IAS 23 is to recognize
construction-related borrowing costs as an expense. The allowed
alternative is to treat borrowing costs that are directly attributable
to the acquisition, construction or production of a qualifying asset as
a part of the cost of the relevant asset. Klépierre has not opted for
the benchmark treatment, since it considers it is preferable to account
for construction-related borrowing charges as part of the cost of the
assets acquired. As a result, these charges are capitalized over the
construction period.
Treasury shares
All treasury shares owned by the Group are recognized at cost and
deducted from equity. Proceeds from the sale of these shares are
directly credited to equity, so that any gains or losses on the
transaction have no effect on net profit and loss for the period.
Measuring and recognizing financial liabilities
With the exception of derivatives, all bonds and other financial
liabilities are carried at amortized cost, computed using the effective
interest rate.
- Financial liabilities carried at amortized cost
Under IFRS, redemption premiums on bond issues and debt issuance
expenses are deducted from the nominal value of the loans concerned and
applied in the calculation of the effective interest rate.
- Application of the amortized cost approach to liabilities
covered by fair value hedge
Changes in the value of fair value hedges require (with respect to their
effective part) an adjustment in the carrying value of the corresponding
liability.
Since the derivatives and underlying assets/liabilities involved in fair
value hedges show similar characteristics in most cases, any
ineffectiveness in the hedge relationship will have only minimal impact
on income.
If the swap is cancelled prior to extinguishment of the liability, the
amount of the adjustment in the liability should be amortized over its
residual life, based on the effective interest rate as computed at the
date on which the hedge relationship is terminated.
Measuring and accounting for derivatives instruments
As the head of a Group of companies, Klépierre provides for virtually
all of the Group’s financing needs and
centrally manages its interest rate and currency exposures. This
financial policy consists of putting in place at the Klépierre level any
facilities needed to fund the Group’s
activity as well as the relevant hedge instruments.
Consistent with the decision to measure these assets using the cost
method rather than the fair value method, Klépierre chose to apply hedge
accounting to the relevant liabilities, an option provided under IAS 39.
As a result of this decision, all changes in the value of financial
instruments involving cash-flow hedges are reflected in equity, and
hence have no impact on the profit and loss statement.
- The adoption of hedge accounting has the following consequences :
For existing fair value hedges on assets or liabilities, the hedged part
is carried in the balance sheet at fair value. Any changes in this fair
value are charged against profit and loss, offset by symmetrical changes
in the fair value of the hedging instruments, to the degree that they
are effective.
For cash flow hedges, the effective part of the change in fair value of
the hedge is carried directly as an offsetting entry to equity. The
change in the value of the ineffective part is reflected in the profit
and loss. The amounts recorded in equity are recorded in the profit and
loss statement symmetrically with the way the hedged items are accounted
for.
- Determining fair value
Financial assets and liabilities carried at fair value are measured
using either listed market prices or valuation models that rely on
market parameters. The term "model”
refers here to mathematical calculation methods grounded in recognized
theories of finance.
For a given financial instrument, any market characterized by frequent
transactions, narrow bid-offer spreads and on which instruments highly
similar to the instrument being evaluated are traded may be considered
an active and therefore liquid market.
When quoted prices in an active market are available, they are used to
determine fair value. Listed securities and derivatives traded on
organized markets such as futures and options are valued in this fashion.
Most over-the-counter derivatives, swaps, futures, caps, floors and
single options are traded on active markets. They are valued using
widely accepted models (DCF method, Black and Scholes model,
interpolation techniques, etc.), based on quoted market prices for
similar instruments and underlying assets.
Segment information
IAS 14 requires companies to provide segment reporting, choosing either
business segments or geographical segments as their primary reporting
format. Segments are identified on the basis of risk analysis and
profitability so as to constitute homogeneous groups.
Accordingly, the Klépierre group presents two levels of segment
information:
• Level 1: shopping center and office business;
• Level 2: geographic region: France, Spain, Portugal, Italy, Greece,
Hungary, Poland and Other "Europe”.
Scope
The Group consolidated 186 companies, compared with 135 at the 2006
year-end reporting date. The principal additions are:
- 37 additions following the acquisition of full equity ownership of
Progest by Kléber La Pérouse.
14 companies are fully consolidated: Progest, Boutiques Saint Maximim,
SARL Belvédère Invest, SCI Plateau des Haies, SCI Boutiques d’Osny,
SARL Forving, SCI Maximeuble, SCI La Rive, SCI Rebecca, SCI Aulnes
Developpement, SARL Proreal, SCI Osny Invest, SCI Le Mais, SCI LC.
? 11 companies are proportionally consolidated: SCI Girardin, SCI Saint
Maximin Construction, SCI Immobilière de la Pommeraie, SCI Pommeraie
Parc, SCI Champs des Haies, SNC Parc de Coquelles, SCI le Grand Pré, SCI
des Salines, SCI les Bas Champs, SCI des Dunes, SCI la Française.
? 12 companies are under equity method consolidation : SCI La Rocade,
SCI l’Empéri, SCI Haute Pommeraie, SCI Halles
Plérin, SCI Plateau de Plérin, SCI La Rocade Ouest, SCI du Plateau, SA
Rézé Sud, SCI Sandri-Rome, SCI Sogegamar, SCI Achères 2000, SCI Champs
de Mais.
? 4 Polish companies are fully consolidated following the acquisition
of the Rybnik and Sosnowiec shopping centers.
Rybnik Plaza sp Z.o.o and Sosnowiec Plaza Plaza sp Z.o.o hold the malls
directly. They in turn are wholly owned by Klépierre Rybnik and
Klépierre Sosnowiec, which in turn are subsidiaries of Klépierre SA.
? 3 companies are proportionally consolidated with the acquisition of
the Larissa Thessalia shopping mall in Greece on June 11, 2007.
Leg II Larissa Epe, owner of the mall, its parent, the Luxembourg
based LEG II Hellenic Holdings, itself a subsidiary of Klépierre
Luxembourg.
? The acquisition of 14 retail assets from the Mitiska NV group on
March 29, 2007 led to the consolidation of 2 French companies.
Klecapnor, a wholly owned subsidiary of Klémurs, is the holding company
for Cap Nord, the owner of the assets.
? Klé Projet 1 has been brought into the scope of consolidation and
is fully consolidated.
A wholly owned subsidiary of Klépierre, this French company was set up
for the purpose of carrying several development projects. On June 30,
2007, it acquired the Castorama department store in Vannes.
? 3 companies are fully consolidated in connection with the extension
of the Givors mall.
Klé Projet 2, a wholly owned subsidiary of Klé Projet 1, was set up for
the purpose of acquiring full ownership of SCI Roseaux and SNC GSE GIER
Services Entreprises. Both of these companies operate land on which the
future extension will be built.
? 1 company is brought into the scope of consolidation following the
acquisition of offices in Hungary.
Set up at the beginning of this year, the Hungarian company Duna Office
Plaza, which is wholly owned by Klépierre Participations et
Financements, bought the office properties located in Duna Plaza from
the group, which had owned them since 2004.
III – BUSINESS ACTIVITY AND EARNINGS BY
SEGMENT for the first half of 2007
I – Shopping center and retail segments
1 – Consumption notes 1.1. Economic environment1
The pocket of turbulence that the US economy is currently traversing
seems to be having few repercussions on Europe. Growth for the Euro
Area, still buoyed by strong domestic demand, is expected to reach 2.7%
for the full year 2007. In most of the countries in which Klépierre has
holdings, GDP growth is set to be more or less equal the already solid
pace set in 2006: Spain (+3.6%), Italy (+2.0%), France (+2.2%), Greece
(+3.9%), Slovakia (+8.7%), Poland (+6.7%) and the Czech Republic
(+5.5%). Growth will be less than last year but will nonetheless
maintain at satisfactory levels in Belgium (+2.5%) and in Hungary
(+2.5%). In Portugal, growth will continue to gain significant strength
in 2007 (+1.8%). In every country, a slowdown in inflation (2007 vs.
2006) and an improvement in the labor market will enhance household
purchasing power over the year (for Hungary, this development is
expected in 2008). Indeed, private consumption should continue to play
the role of locomotive.
1.2. Aggregate revenue trends January - May 2007
Over the first five months of the year, revenues from Klépierre’s
shopping mall business rose by 3.4% compared with the corresponding
period in 2006, with most countries reporting a satisfactory level of
business activity. The strongest gains were made in Belgium, with the
successful launch of Louvain La Neuve (+18.3%) and Central Europe
(Slovakia: +11.3%, Czech Republic: +5.7%). Activity was also brisk in
the three major countries in which the Group operates: France (+3.2%),
Italy (+2.1%) and Spain (+5.4%). Only Portugal (-1.7%) and Greece
(-7.0%) were adversely impacted by the emergence of new competitors.
All retail segments showed growth, with particularly good performances
in Beauty/Health (+5.4%), Personal Products (+5.0%) and
Culture/Gifts/Entertainment (+3.0%). Growth in the Household Goods
(+1.6%) and Restaurant (+1.3%) segments was less impressive.
1.3. France’s performance in the first
half of 20072
June was an exceptional month in France (Revenues for retailers:
+12.0%). Two calendar-related factors— Mother’s
Day was later this year (it was in May last year) and an extra Saturday—combined
to help push mall revenues for the first half of the year up by 4.8%.
Outside of urban areas, mall revenue growth was 5.6% for regional
shopping centers and 5.3% for inter-communal centers. Retail sales
growth was not as high for Klépierre’s
downtown locations (+2.5%), due to work being done in the city center of
Marseille (a tram is being built) and a new competitor in Poitiers
(extension–renovation of the Géant Beaulieu
center).
By retail segment, Beauty/Health (+7.2%) and Personal Products (+6.4%)
posted very good results. Other segments are also on a solid upward
path: Culture/Gifts/Entertainment (+4.1%), Restaurant (+2.6%) and
Household Goods (+2.2%).
1 Source: OECD forecasts (May 2007)
2 Excluding Valenciennes Place d’Armes
and excluding the Angers St Serge and Melun Boissénart extensions.
Based on 93% of all revenue data
2 – Rental business
The rental management business showed substantial growth in Europe.
Rents for the first half of 2007 totaled 249.3 million euros (222.6
million euros for the first six months of 2006), an increase of 16.8%.
Of the total, additional variable rent represents 5.8 million euros.
On a constant portfolio basis, rents rose by 5.9%.
2.1. France
Shopping centers
Rents for the period came to 129.5 million euros (of which 3.8 million
euros in additional variable rent), an increase of 16.3%.
On a constant portfolio basis, rents rose by 9.4%, primarily
attributable to:
103 changes in tenant mix, 79 lease renewals (+32% and +21%,
respectively, compared with the previous rental terms and conditions)
and 8 lease-ups of premises for 0.3 million euros
The impact of index-linked rent adjustments: +7.1 %. Incidentally, the
ICC cost of construction index for the second quarter of 2006, which
applies to 80% of guaranteed rents, progressed by 7.1%.
In addition, it should be noted that the vast majority of the other
leases (16%) is still based on the index reading for the first quarter
of 2006 (+7.2%), since the index for the first quarter of 2007 is not
published until July 2007 (+1.69%). The adjustments will have an impact
on the financial statements for the second half of 2007 and hence the
year as a whole. The average impact of index-linked rent adjustments for
the full year is expected to be 6.2%.
Between 2006 and 2007, the additional variable rent, based on the
revenues of retail tenants, increased by 5.5%.
The change in scope versus June 30, 2006 is mainly attributable to the
following factors:
The collection over a full half-year of the rents from assets that
entered the portfolio in 2006: the opening of the downtown mall in
Valenciennes (Place d’Armes) and the
acquisition of the peri-urban mall in Toulouse Purpan.
The extension of some centers (Rambouillet, Angers St Serge and
Blagnac) and the impact of the retail restructuring of the Montesson
mall.
The acquisition of equity over the course of the first half of 2007 in
various companies belonging to Progest, the owners of retail malls, in
particular Tourville La Rivière, Osny L’Oseraie
and Creil, and the retail park Creil St Maximin.
Uncollected rent receivables represented 0.7% of invoices (compared with
0.6% on June 30, 2006), and the financial occupancy rate was 99.2%,
unchanged versus June 30, 2006.
The average occupancy cost ratio (rents + utilities / revenues excluding
tax) was 9.5% on June 30, 2007, compared with 8.9% on June 30, 2006.
This trend reflects the considerable increase in the Insee Construction
indices, with an impact on rents of more than 7%. The rate remains
reasonable, however, and suggests that there is latitude for improvement
in rental income when leases come up for renewal or premises are relet.
The concentration of rents among retail tenants remains low, ensuring
that the rental risk for the portfolio also remains low. Buffalo Grill
is now Klépierre’s biggest partner in France,
with 6.6% of total rents, followed by the PPR group with 3.8% (Fnac:
2.9%). Next is the Auchan group (3.5 %), the Vivarte group (2.8%), the
Celio, Inditex, Camaïeu and Etam groups (2.2%), Go Sport (2.1%) and
Armand Thiery (1.4%).
Retail
Rents from the retail segment reached 11.4 million euros at June 30,
2007. They include the 128 Buffalo Grill restaurant properties acquired
in late December 2006 (9.6 million euros).
On a constant portfolio basis, rents increased by 7.05%. This increase,
which concerns the historic holdings of Klémurs (1 Truffaut and 1 BHV
department store located in Paris, plus a group of storefront shops in
Rouen), is fully attributable to the rise in the ICC cost of
construction index that was published in October 2006. No leases were
renewed or re-let.
Taken together, the financial occupancy rate is 100% and the default
rate is 0% to date.
2.2. Spain
Rents totaled 32.1 million euros, an 8.7% increase. The only change in
the portfolio was the acquisition of Molina de Segura in late June 2006.
On a constant portfolio basis, rents rose by 2.2%. A change in
accounting treatment was made during the first six months of the year.
Variable rents are now accounted quarterly (same as for France), as
opposed to being added in solely in the second quarter in previous
years. When this difference (400 000 euros) is neutralized, the rise on
a constant portfolio basis is 3.5%.
During the first six months of 2007, 9 lease-ups, 54 re-lets (+10.7%)
and 134 lease renewals (+1.1%) were conducted.
Mall merchandizing includes so-called shared zone activities (telephone
booths, ATMs) whose underlying economic concept is partly being
repudiated or whose method of compensation has changed. A survey is
being conducted by Ségécé Spain to find a suitable substitute activity.
These activities, which are facing a rough time related to the very
concepts they embody, accounted for more than half of all renewals, at
lower rents. Outside these shared zone activities, 61 leases were
renewed for a 6.4% increase in rent. The impact of index-linked rent
adjustments was 2.50%.
The default rate for the period was 1.5%, a slight increase compared
with June 30, 2006 (1.4%). The financial occupancy rate was 97%,
compared with 97.1% a year earlier.
The occupancy cost ratio for the period was 11%, compared with 11.4% on
June 30, 2006, reflecting the strong growth in retail revenues.
The concentration of retail anchors remains low, with the top 10
retailers accounting for 29.3%. The Inditex group accounts for 5.9%,
followed by Cenesa (5.2%), Alain Afflelou (2.7%), Belros et Yelmo (2.6%)
and Mac Donalds (2.5%). The next four retailers account for between 2.4%
and 1.4% of total rents.
2.3. Italy
Rents from Italian holdings totaled 39.2 million euros, an increase of
6.8% that reflects the impact of the Giussano and Varese extensions.
On a constant portfolio basis, the increase was 4.1%, reflecting 44
rental modifications:
15 re-lets (+23.3%)
25 renewals (+35.3%)
4 lease-ups
The impact of index-linked rent adjustments is +1.77%.
The default rate was 3.3%, unchanged since June 30, 2006. The financial
occupancy rate was 97.6%, an improvement over June 30, 2006 (97.1%).
The occupancy cost ratio was 9.4% on average, which suggest a positive
context for future renewal campaigns in general and for the Rondinelle
center in particular, where a renewal drive is planned for 2008
(occupancy cost ratio of 7.6% on June 30, 2007).
The concentration of retailers is low. The top retail tenant is the
Mediaworld group, which represents 5.7% of total rents, and the next 9
retailers (Inditex, Benetton, Risto, Miroglio, Oviesse, Piazza Italia,
Cisalfa, Scarpe Scarpe and Intimissimi) represent between 3% and 2%
individually. Taken together, the top ten retailers account for 27.6%.
2.4. Hungary
Total rents for the period came to 14.5 million euros. The adverse
change (-1.3%) on a current portfolio basis can be attributed to the
fact that restructuring was not offset by external growth.
The substantial merchandising remix that was initiated last year is
being continued this year for the entire portfolio.
One of its first manifestations is the replacement of the mid-sized food
store chain Match, which during the six months just ended led to a
decline in rents of 232 000 euros, related to vacancies and rental
concessions made for new retail tenants (C&A, Hervis, CBA).
Other major rental restructurings under way will pave the way for the
addition of international retail brand names (Mediamarkt, Hervis) at
Duna Plaza, Szeged and Szolnok.
This portfolio saw a large number of new contracts signed: 45 lease-ups
(+560 000 euros), 88 re-lettings (-4%) and 128 renewals (+0.5%).
The low index-linked rent adjustment (+1,60%) only partly offset the
impact of restructuring. Accordingly, on a constant portfolio basis,
rents fell by 2.3%.
The financial occupancy rate improved (96% at June 30, 2007, versus
94.8% at June 30, 2006) and the default rate was 3.8%, up compared with
June 30, 2006 (3.1%), a consequence of the annual invoicing in June of
variable rents.
The concentration of retailers is relatively low, with the top ten
anchors accounting for 26.3% of total lease income. Match is still the
biggest tenant (4.8% versus 7% on June 30, 2006), followed by Mercur
Star (3.6%), IT Cinema and Pesci Direkt (3.2%), Jeans Club and Palace
Cinemas (2.3%), Humanic (2.1%), Fun (2%), Media Saturn (1.5%) and Laurus
Invest (1.3%).
In the absence of audited and historic data concerning the revenues of
tenants, the occupancy cost ratio cannot be calculated at this time.
2.5. Portugal
Total rents were 7 million euros, reflecting the impact of integrating
the Minho Center in Braga, which was acquired in December 2006.
On a constant portfolio basis, the 2.3% increase reflected indexation
(+2.94%) and rental modifications: 2 lease-ups, 18 changes in tenant
(-2%) and 1 renewal (+2.7%). These latter performances are attributable
to poor business conditions and intensified competition for the Loures
and Parque Nascente centers.
The default rate took a turn for the worse (10.1% versus 8.6% one year
earlier). This high rate is due to the temporary difficulties
encountered by the Lourès center (competition) and, in particular by
Parque Nascente, where several adverse factors combined in recent months
(the invoicing of variable rent for 2006, the property tax and a dispute
with the operator of a bowling alley - 263 000 euros).
The financial occupancy rate was 95.9%, an improvement over June 30 2006
(93.8%), that came despite strong competition locally and a vacancy
related primarily to the restructuring project under way at Parque
Nascente.
The occupancy cost ratio was 12.8%, consistent with the economic
difficulties the country is currently experiencing.
Retail concentration is average, with the top ten anchors representing
31.4% of total rents. The largest tenant is the Aki-Leroy-Merlin group
(9.5%), followed by Toys R Us and Inditex (4.2% each). The next seven
retail tenants account for between 2.7% and 1.5% of total lease income.
2.6. The Czech Republic – Slovakia
Rents came to 7.2 million euros.
On a current portfolio basis, Czech rents increased by 1.3 million euros
with the acquisition of the Novo Plaza center in late June 2006.
On a constant portfolio basis, rents were up by 3.9%, reflecting the
combined impact of 13 re-lettings (+22.3% compared with former
conditions), 12 renewals (+29.4%) and index-linked adjustments (+1.61%).
In Slovakia, rents rose by 13.2% on a constant portfolio basis, thanks
to major changes in tenant mix conducted in the course of the second
half of 2006 (one MU covering 1 403 sq.m in particular). The impact of
index-linked rent adjustment was 1.56%.
The financial occupancy rates were 100% for Novy Smichov and 84.8% for
Novo Plaza (which is still in the lease-up phase) in the Czech Republic,
and 90.8% for Danubia in Slovakia.
Default rates were 2.9%, 26.1% and 21.2%, respectively. For Slovakia,
half of this high rate is attributable to a tenant dispute that is
expected to be resolved by the end of this year. As for Novo Plaza, the
rate is primarily related to problems related to the center’s
launch and to technical problems encountered by some tenants (being
resolved at this time).
The occupancy cost ratio was 10.5% for Novy Smichov and 8.6% for Danubia.
In the Czech Republic, the concentration of retailers is fairly low (the
top ten retail anchors represent 26% of total rents). The biggest tenant
is Palace Cinemas (7.4%), followed by H&M and C&A (3% and 2.8%,
respectively). The next seven tenants account for between 2.3% and 1.3%
individually.
2.7. Greece
Rents totaled 3.1 million euros, an increase of 1.5% on a constant
portfolio basis, thanks in particular to 5 re-lettings, 1 renewal (+7%
and +17.1%, respectively, compared with the preceding rental terms and
conditions), and the impact of indexation (+3.63%).
The financial occupancy rate is 96.6%, a decline compared with June 30,
2006 (99.8%). Vacancy is concentrated in the Athinon center, with the
departure of a mid-sized unit. A retail restructuring project is
currently being considered. It should be noted that a price adjustment
in Klépierre’s favor must be settled by the
end of 2007 in light of the most recent rental conditions granted to the
MU that left the center.
The default rate is 3%, a slight improvement. The average occupancy cost
ratio is 12.2%, unchanged compared with 2006. (This rate is based on a
limited number of contracts – i.e. 52 leases).
The concentration of rents is high in Greece, and exacerbated by the
modest size of Klépierre’s portfolio in that
country. The top ten retail tenants account for 67.8% of total rent,
with STER Cinémas (25%) in first place, followed by Marinopoulos (11.7%)
and Stadium Bowling (6.4%). The weight of the next seven oscillates
between 5 and 2.5%.
2.8. Belgium
Rents amounted to 5.9 million euros. On a constant portfolio basis, they
progressed by 5.3% thanks to 2 lease-ups and 2 re-lets (+12.3%).
The impact of index-linked rent adjustments was 1.77%. Since leases are
indexed on the contract anniversary date (September), the full impact of
indexation will be known in 3Q2007.
Both the financial occupancy rate (97.7%) and the default rate (1.8%)
showed improvement. The center has now been in operation for more than
18 months.
The concentration of retailers is average. UGC represents 10.8% of total
rent, Inditex 4.9%, H&M 4.4% and Esprit 3.7%. The ten largest retail
tenants together account for 38.9% of total rents.
2.9. Poland
Rents totaled 10.6 million euros, up by 10.5% thanks to the acquisition
last May of the Rybnik and Sosnowiec shopping centers.
The Krakow Plaza and Ruda Slaska centers are currently being
restructured. Krakow Plaza is being given a more competitive retail mix
to deal more effectively with competing centers that have opened. The
mall of Ruda Slaska, which recently saw the departure of its supermarket
and neighboring shops, is being restructured with the arrival of a new
supermarket chain that will serve as a major draw (Carrefour, lease
signed on July 5, 2007).
The impact on rental management is mixed: 1 lease-up, 28 re-lets
(+17.8%) and 6 renewals (-26.7%). The negative performance of renewals
is primarily due to the tenant for the mid-sized unit, Royal Collection
(rent is down), at the Krakow Plaza, where the objective is to maintain
the presence of strong retail anchors.
The impact of indexation (+1.62%) only partially offset this situation,
with rents on a constant portfolio basis up by 0.2%.
The default rate for the period was 5%, compared with 6.9% on June 30,
2006, and the financial occupancy rate was 93.6%, versus 96% on June 30,
2006. This decline is attributable to the Ruda hypermarket (vacant on
June 30, 2007 but re-let in July) as well as to the vacancy strategy
carried out at the Krakow center in connection with the restructuring
project.
The concentration of retailers is low, with the top ten anchors
representing 24.1% of total rents. The biggest tenant is Fantasy Park
(4.6%), followed by Cinema City (3.4%), Reserved (2.9%), I.T. Poland
Development (2.3%), Champion (2.1%), Smyk, Stokrotka, Rossmann and
Sephora (1.8%), and Piotr i Pawel (1.6%).
In the absence of audited and historic data concerning the revenues of
tenants, the occupancy cost ratio cannot be calculated at this time.
2.10. Outlook for the second half of this year
Leases that will come up for renewal between now and the end of the year
2007 for all of the Group’s European holdings
represent 6.5% of contractually guaranteed rents, with important rental
stakes in several countries. In Spain and the Czech Republic, for
example, 10.3% and 9.6% of guaranteed rents, respectively, will come up
for renewal.
In Slovakia, the figure is 9%, in Portugal 8.4%, in Hungary 7.4% and in
Poland 6.2%. In France and in Italy, expired leases are less numerous,
representing 6.4% and 4.7% of the total in value terms, respectively.
France
Active renewal efforts, combined with restructuring and/or shopping
center extensions continue to be an asset in terms of reversion.
Accordingly, between now and the end of 2009, 622 leases will come up
for renewal, representing 35.4 million euros in current value terms, for
an average increase in guaranteed rents of around 15% excluding the
impact of indexation.
The indexation of minimum guaranteed rents has already had a significant
impact on lease income, in particular the ICC index for the second
quarter of 2006, which rose by 7.05% and which concerns some 80% of the
shopping center rents in France. The index for the first quarter of
2007, published in July 2007, shows an increase of 1.69%. It will affect
more than 16% of the rents within the portfolio when invoices for the
second quarter of 2007 are sent out.
The combination of the four Insee Construction indices (2nd quarter, 3rd
quarter, 4th quarter 2006 and 1st quarter 2007) will produce global
rental reversion of around 6.2% in respect of 2007.
Italy
In Italy, renewals continue to provide a strong source of the increase
in rental value. Between now and the end of 2009, 270 leases (whose
current total value is 16.9 million euros) will come up for renewal,
with an average increase of +20% forecast. In fact, 37% of the expected
rental capital gain over these three years will be generated in 2008 at
the Rondinelle (Brescia) facility, one of the Group’s
historical assets in Italy.
Spain
In Spain, 521 leases will come up for renewal between now and the end of
2009, with an average increase of 3.8%. Excluding leases for shared
zones (ATMs, telephone booths), the increase is expected to be 4 to 5 %,
applicable to 423 leases (10.1 million euros in current value terms).
3 - Development 3.1. Shopping centers 3.1.1 Shopping center investments made in the first six months of 2007
The first half of 2007 confirms the trend already observed in 2006, i.e.
the steady rise of extension projects for the malls owned by Klépierre,
particularly in France, with more than 70 million euros invested over
this period. This development reflects the positive impacts of the
additional clause no. 9 signed with Carrefour in mid-2006.
Additional highlights of the first half of 2007 are provided below:
- The first payments (€27.6M) for the
purchase on the basis of plans of the Odysséum shopping center in
Montpellier, a project that was acquired in partnership with Foncière
des Pimonts – Icade. Ultimately, the global
investment for Klépierre will come to 93 million euros.
- The acquisition in the early part of this year of Progest holdings,
with a 114.6 million euro installment paid over the period.
- The acquisition of the Carrefour Larissa retail mall in Greece from
Lassalle Investments (Ségécé Hellas was already managing the mall), for
21 million euros.
- The acquisition of the Rybnik and Sosnowiec centers in Poland from the
developer Plaza Centers Europe, for 74 million euros.
- The acquisition of offices linked to the Duna Plaza shopping center in
Budapest. This acquisition, which represents an investment of 14 million
euros, gives Klépierre sole ownership of the Duna complex, making it
easier to roll out an ambitious extension program for the shopping
center.
Finally, the first half of 2007 confirmed the strength of Italian
operations, where Klépierre collaborated with the Finiper group on the
extensions for the Val Vibrata and Varese malls.
Acquisitions once again represented 70% of all activity in the first
half of 2007.
3.1.2. Projected shopping center investments, second half of 2007
The second half of 2007 will see balance restored between development
for own account and acquisitions, with the latter accounting for no more
than 43% of all investments in the second half (i.e. 323 million euros).
In terms of volume, extensions in France for the year should reach
around 155 million euros. Similarly, the program aimed at extending our
holdings, which was launched in Hungary, should begin to produce its
initial effects.
Also in the second half of the year, the long-awaited Gare Saint Lazare
project in Paris should get under way, while the Cité du Meuble –
Maisonément project in Cesson - began recently.
The Champ de Mars mall in Angoulême will be opening on September 4, 2007.
The highlight of the second half of 2007 is the signature on July 19 of
the acquisition of the Blagnac and Saint-Orens hypermarkets, as well as
two projects to extend the malls of these 2 centers.
Also planned for the second half of the year:
the pursuit of the leading Vallecas project to the southwest of Madrid
the probable launch of one or two prestigious projects in European
capitals
the pursuit of the program whose aim is to extend the Hungarian
holdings.
It is also expected that plans to acquire several malls will take shape,
in particular in Italy, Poland (Lublin Plaza), Portugal and the Czech
Republic (Pilzen Plaza).
3.1.3. Development potential, 2007 - 2011
The development potential for the period running from the second half of
2007 through 2011, for controlled investments, is estimated to be nearly
2.9 billion euros.
Extensions represent one-third of this volume, new projects under
self-development a second third, and acquisitions another one-third.
As an analysis of this outlook clearly demonstrates, the Klépierre Group
is determined to return to the business of development for own account,
in the interest of controlling production costs as well as the quality
of its holdings.
At the same time, the Group does not rule out the option of seizing any
suitable acquisition opportunities that may arise.
In order to carry out this major development program, Klépierre
continues to build on the development teams in place locally wherever
Klépierre has significant operations—particularly
in France, Spain, Italy, Hungary and Poland.
3.2. Retail properties Retail property investments made over first six months of 2007
Over the first half of 2007, Klémurs acquired Cap Nord (comprised of a
real estate portfolio of 14 retail assets with a total GLA of 21 816
sq.m) for 28.1 million euros. Cap Nord’s
principal tenant is the retailer Mondial Moquette. The appraised value
of the underlying real estate assets is 37.2 million euros, for expected
full-year gross rents of 2.3 million euros.
On June 29, 2007, Klémurs signed two preliminary contracts of sale (compromis
de vente) to acquire ownership of the properties of two retail
outlets in the Sephora chain, in Metz and in Avignon, for a total amount
of close to 10 million euros. This investment should be finalized
between now and the end of the year.
Klémurs also pursued the process of exercising its options on Buffalo
Grill assets being financed under finance leases. In all, 9 options were
exercised during the period, bringing to 32 the number of Buffalo Grill
assets owned outright.
Projected investments, second half of 2007
Over the second half of the year under way, Klémurs expects to finalize
the acquisition of 8 recently built Buffalo Grill properties and the two
Sephora stores mentioned in the preceding paragraph. In addition,
Klémurs has initiated talks with major retailers in the interest of
developing long-term partnerships. The first results are expected as
early as this half-year.
Development potential, 2007 - 2011
Thanks to a number of factors—the singular
position in Europe of the Klépierre group, present in more than 300
locations; the expertise of its management and development teams; and
its financial strength—Klémurs is able to
position itself as a genuine partner of large retailers. It can not only
acquire and manage an existing portfolio of owned properties, but also
support retailers in their future locations.
The agreement negotiated in 2006 with Buffalo Grill illustrates this
capability.
Taking into consideration the investment opportunities under study,
Klémurs remains confident that the real-estate outsourcing solution has
great potential—particularly in France—and
confirms its stated target of increasing the value of its holdings to 1
billion euros within 3 years.
4 – Real estate services 5 – Segment earnings Shopping center segment
Lease income from shopping center properties rose by 11.5% at June 30,
2007, to 251.9 million euros.
Other lease income includes entry fees as well as a margin on the
provision of electricity to tenants in the Hungarian and Polish shopping
centers. The 24.6% decline, to 2.5 million euros, is due primarily to
the increase in the cost of energy supply and to the recognition in 2006
of entry fees remaining to be spread after the termination of leases in
the Créteil-Soleil and Melun-Boissénart centers.
Land expenses were stable, and correspond to the allocation over several
periods of building leases, mostly in France.
The €1.4M increase in non-recovered rental
charges is attributable primarily to the reclassification of a loss on
the re-invoicing of Spanish shopping center utilities that were
previously captured as deductions from rents (€0.6M).
The remainder is principally due to a rise in the cost of vacancy
resulting in part from restructuring projects under way in Hungary at
the Duna, Kanizsa, Miskolc and Szeged centers, and from the acquisition
of the Novo Plaza center in the Czech Republic in late June 2006.
The €0.8M increase in owner’s
building expenses is primarily the result of recent acquisitions in
France (Progest holdings) and in Poland (the Rybnik and Sosnowiec
centers). It also includes higher taxes, due in part to the payment of
the imposta di registro tax by Italian property companies
(Finance Act of July 2006).
Net lease income was 232.6 million, an increase of 11.4%.
Management and administrative income (fees) rose by 19.6% (+4.8 million
euros). This increase is attributable in particular to higher fee income
in France (+€3.5M), primarily due to the
rise in development fees (+€2.4M) and in
property management fees. At the international level, noteworthy
increases concern Spain (+€0.5M), reflecting
the combined effect of lease-up mandates for the Pajarete (Algesiras)
and San Pablo (Sevilla) malls, on behalf of the San José company, and
higher development fees on the Vallecas project, as well as Poland (+€0.2M),
reflecting management fees for the Rybnik and Sosnowiec malls.
Other income from operations includes the revenues generated by Galae,
re-invoicing to tenants and tax refunds and miscellaneous indemnities.
It rose by 1.5 million euros compared with June 30, 2006.
Research expense was a loss of 0.6 million euros. At the June 30, 2006
reporting date, this cost were offset by the payment of an indemnity.
The modest increase in payroll expense (+1.2 million euros or +4.2%)
reflects the addition of 33 employees, notably in Poland, for the
purpose of adapting the local structure to the group’s
new acquisitions.
General expenses rose by 1.1 million euros (+14%). Significant changes
relate to computer and IT expenses, with the rollout of a European
network, as well as certain tax adjustments (business tax).
EBIDTA totaled 227.4 million euros, an increase of 13.6%.
Depreciation and amortization for the period, plus provisions for
investment properties, increased by 7.2 million euros due to portfolio
growth with the acquisition of the Progest holdings (€1.7M);
shopping centers in Valenciennes (€0.4M),
Toulouse Purpan (€0.2M), Molina de Segura (€0.4M),
Novo Plaza (€0.8M) and Braga (€0.5M);
extensions for Varese and Guissano in Italy (€0.3M)
and the Rybnick and Sosnoviec malls in Poland (€0.2M).
Results from operations came to 159.8 million euros, an increase of
14.5%.
After incorporating the results of companies accounted for by the equity
method (1.1 million euros), where the increase is due to the integration
of companies in the Progest portfolio, earnings for the shopping center
segment came to 160.9 million euros for the six months ended June 30,
2007, an increase of 14.0%.
Retail segment
Lease income from the retail segment totaled 11.4 million euros for the
six months ended June 30, 2007. The total includes rents from Buffalo
Grill restaurants and various retail assets, mostly held by Cap Nord, a
company whose equity was acquired on March 29, 2007.
Building expenses primarily relate to fees paid to outside service
providers, in particular for the appraisal of assets. Rental management
and administrative fees paid to Klépierre Conseil have been eliminated
from this presentation.
Management and administrative income (fees) came to 0.6 million euros,
and relate to fees paid to acquire Cap Nord.
Payroll expense and general expenses totaled 0.4 million euros, and
mainly reflect the percentage of head office expenses that are allocated
to the beneficiaries of various corporate services (development,
accounting, legal).
After an amortization expense of 3.6 million euros, earnings for the
retail segment came to 7.6 million euros for the first six months of
2007.
II – Office segment
1- Trends in the Ile-de-France office market in the first-half of 2007
1.1. Rental market
The Ile-de-France rental market remained robust:1 425 000 sq.m were let
or sold in the course of the first six months of 2007, a slight decline
compared to the same period in 2006 (-3%), with the following
specificities:
Growth in the small to mid-size floor area segment and slight decline
in demand for spaces measuring more than 5 000 sq.m.
Paris, the Western Crescent and La Défense accounted for nearly 72% of
the leased volume.
30% of space let or sold pertained to new or restructured premises
(the figure was 50% for the first six months of 2006).
At June 30, 2007, immediate supply (2 433 000 sq.m) and future supply
available within one year (3 486 000 sq.m) fell only slightly, in
particular due to the fact that absorption was limited to deliveries
alone.
The vacancy rate remains at 5% on average, but the global figure hides
some disparities:
The Paris market remains tight (from 2% to 4%)
The 1st Eastern Crown and La Défense
continue to fall (<5%)
The Western Crescent, the 1st Southern Crown
and the 1st Northern Crown remain high (from
8% to 10.8%).
Globally, average face rents are on the rise, particularly for prime
products. Commercial incentives are declining more or less significantly
depending on the location and quality of the property.
1.2. Investment market
For the six months ended June 30, 2007, the volume of commitments was
high at 10.1 billion euros, and comparable to the level observed for the
corresponding period the previous year.
Yields fell once again, reflecting the abundance of capital and the
scarcity of supply, with investors anticipating higher rental values.
But rising interest rates and the trend in the INSEE construction index
could have an impact on the direction of yields over the medium term.
2 – Disposals and investments completed
during the first six months of 2007
Two buildings and indivisible rights were disposed of in the first half
of this year, relating to 13 466 sq.m for a total amount of 73.8 million
euros net seller at prices that on average were higher (+11.4%) than the
last appraised values.
Office disposals in 2007
Floor area (sq.m)
Levallois-Perret (92) – Front de Paris –
Îlot 5 *
9 991
Paris 08è – 5,
rue de Turin
2 596
Champlan (91) – 16 bis, rue de Paris
880
2 assets sold + 39.25% of indivisible rights for a total of 73.8
million euros
* Including transfer duties
The first six months of the year also saw the commencement of
construction of the Sereinis building, developing floor area (OCSC) of
around 13 000 sq.m. Designed by two renowned architects (A. Bechu and T.
Sheehan), the building is located in Issy-les-Moulineaux (Forum Seine
district). Delivery is expected for late 2008.
This building will offer 6 floors of office space with an average floor
area of 1500 sq.m, 319 parking slots over 6 underground levels and an
inter-company employee restaurant with a seating capacity of 220.
Klépierre has already committed 38.0 million euros, including 4.4
million euros during the first six months of 2007, of the 80.2 million
euro amount for the entire construction project.
3 – Rental business
Gross rental income for the first six months of 2007 came to 24.3
million euros, a decline of 2.4 million euros compared with the
corresponding period in 2006. The loss of rents is mainly due to
disposals made in 2006 and in the first half of 2007:
- 4.3 million euros of lost rent on buildings sold in 2006 and 2007
+ 1.9 million euros of additional rent on the constant portfolio.
On a constant portfolio basis, rents rose by 9.1%, from 21.2 million
euros on June 30, 2006 to 23.1 million euros on June 30, 2007. The 1.9
million euro increase breaks down as follows:
Index-linked rent adjustment provided 1.1 million euros of additional
rent compared with 2006 (+5.3%)
Re-letting of leases signed in 2006 and 2007 produced 0.8 million
euros of additional rent (+3.8%).
Over the course of the first six months of 2007, 11 leases corresponding
to new lease-ups, renewals or additional clauses were signed. They will
generate 1.5 million euros over the full year. These newly signed leases
concern useful weighted floor area (1) of 3
378 sq.m. Their financial terms and conditions are 13.4% higher than the
preceding ones, before deduction of rent holidays or step rents granted
to tenants.
(1) Useful weighted floor area:
Floor area after weighting for different types of spaces, such as
"Offices, Archives – Parking Stalls –
Company Restaurant" so that all spaces can be viewed with respect to the
sq.m office price.
The most significant transactions over the first 6 months of the year
2007 are summarized below:
The renewal of the lease for premises measuring 1 090 sq.m, located in
the building at 46 Rue Notre-Dame des Victoires (Paris, 2nd
arrondissement).
The re-letting of almost all vacant office space on December 31, 2006,
with the exception of floor area in the building at 192 Avenue Charles
de Gaulle in Neuilly (92), which will be re-let to new tenants in the
second half of 2007 after necessary work is done to restore the
building to standard rental conditions.
For the six months ended June 30, 2007, the financial occupancy rate was
99.1% (versus 99.2% on June 30, 2006).
At the June 30, 2007 reporting date, the lease portfolio represented
global rents of 51.6 million euros, with lease terms (both exit option
and expiration) given in the table below:
Lease terms (€M)
Year
By date of next exit option
%
of
total
By date of expiration
%
of
total
2007
1.1
2.1%
1.0
2.0%
2008
17.0
32.9%
12.4
23.9%
2009
15.2
29.5%
0.3
0.5%
2010
8.5
16.5%
0.7
1.4%
2011
5.0
9.7%
8.8
17.0%
2012
0.1
0.2%
5.0
9.7%
2013
0.0
0.0%
7.3
14.1%
2014
0.0
0.0%
3.2
6.2%
2015 and +
4.7
9.1%
12.9
25.0%
Total rents
51.6
100.0%
51.6
100.0%
Between now and the end of 2007, 6 677 sq.m will be re-let to new
tenants and 2 990 sq.m will come up for renewal (6 leases). The total
amount at stake for both re-lets and renewals is 2.7 million euros, a
change of 5.1%.
For 2008, 17 leases (29 153 sq.m) representing global current rent of
12.4 million euros will come up for renewal. The potential change for
these leases is around 6.0%.
4 – Segment earnings
For the first six months of 2007, lease income from office properties
fell by 8.9%, to 24.3 million euros. This decrease reflects the
disposals completed in 2006-2007, which generated a loss in rents of 4.1
million euros, partly offset by the building located at 5 Rue Meyerbeer
that was acquired in late December 2006 (+€0.8M).
Land expenses correspond to the amortization of the building lease for
the 43 Grenelle building.
Rental expenses not recovered were stable over the period.
Owner’s building expenses fell, reflecting
the impact of disposals.
Net lease income was 23.2 million euros, a decline of 9.0%.
Management and administrative income (fees) totaled 0.2 million euros,
and includes in particular fees for the management of the Front de Paris
building. The mandate has since been terminated, after the asset was
sold on January 14, 2007.
Other operating income includes an indemnity of 0.7 million euros,
related to the settlement of a dispute with a tenant. At the June 30,
2006 reporting date, this item mainly included income from tax refunds.
Payroll expense was stable at 1.1 million euros.
EBIDTA totaled 23.1 million euros (-9.3%). Depreciation and amortization
expense decreased by 18.4%, with disposals accounting for 1.2 million
euros of the decline, primarily due to the Front de Paris building.
The capital gain on the sale of a building (21.0 million euros) concerns
the sale of the buildings located at 5 Rue de Turin, Champlan (91) and
the share held in the Front de Paris building.
Earnings from the office segment for the first six months of 2007
amounted to 37.4 million euros, an increase of 35.1%.
IV – CONSOLIDATED EARNINGS AND CASH FLOW,
PARENT COMPANY EARNINGS
I – Consolidated earnings and cash flow
Net lease income for the six months ended June 30, 2007 totaled 266.9
million euros, an increase of 13.0% compared with the previous half-year.
Lease income was 287.6 million euros, with 251.9 million euros provided
by the shopping centers, 24.3 million euros provided by office
properties, and 11.4 million euros provided by retail properties.
Compared with June 30, 2006, shopping center rents rose by 12.0% on a
current scope basis and by 5.9% on a constant portfolio basis, while
office rents fell by 8.9% on a current scope basis and rose by 8.1% on a
constant portfolio basis.
Management and administrative fees totaled 30.0 million euros, a 22.1%
increase that is primarily attributable to the Shopping Center segment,
where fee income rose by 21.3%, and more particularly to the rise in
property development and management fees billed by Ségécé.
Revenues generated abroad accounted for 41.0% of total revenues,
compared with 43.0% for the six months ended June 30, 2006. Other
operating income was attributable to work re-invoiced to tenants and
miscellaneous gains.
Building expenses totaled 20.7 million euros, an increase of 3.1 million
euros or 17.7%. This increase reflects portfolio growth as well as the
rise in vacancies due to restructuring projects under way in Hungary.
Payroll expense for the period came to 32.4 million euros, versus 30.5
million euros for the preceding half-year period (+6.2%). This upward
trend reflects a higher staffing level (+44 people overall),
particularly in Poland, France and Portugal.
Other operating expenses were 12.4 million euros, a 13.5% increase over
the six months ended June 30, 2006. Significant changes relate in
particular to computer and IT costs incurred in connection with the
rollout of a European network and tax adjustments. The operating ratio
(total expenses/net operating income) for the period was 14.8%, compared
with 15.7% for the six months ended June 30, 2006.
EBIDTA for the period totaled 257.3 million euros, a 15.2% increase
over June 30, 2006.
Depreciation and amortization for the period reached 78.9 million euros,
a 12.5% increase (+ €8.8M) that primarily
reflects the impact of new shopping center and retail property
acquisitions, the impact of which was partly offset by the decline in
amortization expense in the office segment following programmed
disposals.
The reversal of a 1.1 million euro provision includes the reversal of a
provision for litigation.
Results from operations totaled 179.5 million euros for the first
half of 2007, an increase of 16.1% compared with 2006.
The financial result for the period is a loss of 75.8 million euros,
compared with 65.8 million euros on June 30, 2006. The group’s
interest expense rose by 9.8 million euros, reflecting the increase in
net debt, which went from 3 390 million euros on June 30, 2006 to 4 109
million euros on June 30, 2007. This increase was due to the significant
investments made during the period. The cost of debt was stable at 4.3%
for the first six months of 2007. Klépierre’s
financing policy and financial structure are both described in more
detail below (see section D on financing policy).
Proceeds from the sale of assets amounted to 21.0 million euros, versus
11.2 million euros for the first six months of 2006. This item reflects
the result of the sale of the buildings at 5 Rue de Turin, Champlan (91)
and the share of ownership in the Front de Paris building.
Since it elected SIIC status, Klépierre distinguishes three tax segments:
The SIIC segment that includes Klépierre and all eligible French
real-estate affiliates. Some of these companies have opted for regular
tax status.
French companies that are not eligible for SIIC status and hence have
regular tax status.
Foreign affiliates.
For the six months ended June 30, 2007, the global tax expense for these
three segments was 9.9 million euros:
- 0.5 million euro tax charge (SIIC segment)
- 1.5 million euro tax charge (French companies not eligible)
- 7.9 million euro tax charge (Foreign affiliates).
Consolidated net income for the six months ended June 30, 2007 is
115.9 million euros, an increase of 23.9%.
Minority share of net income for the period is 17.5 million euros,
exclusively generated by the shopping center segment, which brings the
group share of net income to 98.4 million euros, an increase of 25.3%.
Change in current cash flow
Pre-tax current cash flow reached 182.5 million euros for the six months
ended June 30, 2007, a 15.7% increase over June 30, 2006. Expressed in
terms of group share, pre-tax current cash flow reached 154.5 million
euros, a 15.4% one-year increase that translates into 3.4 euros per
share.
After-tax, net current cash flow reached 173.9 million euros, an
increase of 15.0%. Group share, the total is 148.3 million euros, i.e.
3.2 euros per share and a 15.3% increase.
V – REVALUED NET ASSETS (RNAV) 1 – Methodology
Klépierre adjusts the value of its net assets per share on December 31
and June 30 of each year. The valuation method used entails adding
unrealized capital gains to the book value of consolidated Shareholders’
equity. These unrealized gains reflect the difference between estimated
market values and the net values recorded in the consolidated financial
statements.
Valuation of holdings
Klépierre entrusts the task of assessing the value of its holdings to
various appraisers. For office property holdings, Foncier Expertise and
Atisreal Expertise (formerly Coextim) jointly perform this task. The
Retail Consulting Group (RCG) values its shopping center holdings in all
countries, with the exception of the shopping centers held by Klécar
Foncier Iberica (for which appraisals are performed by
Cushman-Wakefield) and those located in Hungary and Poland, where the
task is performed by ICADE Expertise. The holdings appraised by the
latter two firms represent 11% of Klépierre’s
shopping centers in terms of number of properties.
All of these appraisal assignments are awarded on the basis of the Real
Estate Appraisal Guidelines (Charte de l’Expertise
en Evaluation Immobilière) and in accordance with the
recommendations issued by the COB/CNC "Barthès
de Ruyter Work Group.” Fees paid to
appraisers are set prior to their property valuation work, on a lump sum
basis in accordance with the size and complexity of the assets being
appraised, and independently of the appraised value of the assets.
Offices
The appraisers combine two approaches: the first entails a direct
comparison with similar transactions completed in the market during the
period, while the second involves capitalizing individual yields
(observed or estimated). An analysis of these yields reveals that one of
three situations prevails: lease income is either substantially equal
to, higher than or lower than market value. If lease income and market
value are substantially equal, the lease income used in the valuation is
the actual lease income earned on the property. If lease income is
higher than market value, the valuation uses market value and takes into
account a capital gain calculated from the discounted value of the
difference between actual lease income and market value. If lease income
is lower than market value, the appraisers considered the scheduled term
of the corresponding lease, at which time the rental price will be
aligned with going rates. Pursuant to the French decree of September 30,
1953, the rental prices of properties that are used solely as office
premises are automatically aligned with market rates when the leases in
question come up for renewal. Consequently, the appraisers worked on the
assumption that the owners of such property would be able to align rents
with market rates when the corresponding leases came up for renewal, and
took into account the current conditions of occupation in the form of a
capital loss calculated as before. However, unlike prior valuation
adjustments, the appraisers did not limit their approach to properties
coming up for renewal in the three years to come, on the grounds that
the investors participating in current market transactions make
projections that extend beyond this three-year horizon. In the second
case, the financial capital gain observed was added to the appraised
value derived, equal to the discounted value (at a rate of 5.5 %) of the
difference between actual lease income and market price until the first
firm period of the lease expires. In the third case, a capital loss was
deducted from the derived value, equal to the discounted value (at the
rate of 5.5%) of the difference between actual lease income and market
price until the lease expires.
As of December 31, 2005, the appraiser reasons on the basis of the rate
of return (yield) and not on the basis of the capitalization rate. In
other words, the rate that was used is that applied to the income
determined as before to derive an appraised value inclusive of transfer
duties. Before, the rate used resulted in a valuation exclusive of
transfer duties. The decision to use this rate results from an
observation of the market, in the context of transactions actually
completed by investors. To derive the appraised value exclusive of
transfer duties, transfer duties and fees were deducted at the
aforementioned rate.
Shopping centers
To determine the fair market value of a shopping center, appraisers
apply a yield rate to net annual lease income for leased-up premises,
and to net market price for vacant properties. The yield rate is applied
after deduction of the net present value of all reductions or rebates on
leases with minimum guaranteed rents and the net present value of all
expenses on vacant premises. The discount rate used is equal to the
yield rate applied to determine fair market value. Gross rent includes
minimum guaranteed rent, variable rent and the market price of any
vacant premises. Net rent is determined by deducting all charges from
the gross rent, including management fees, expenses borne by the owner
and not passed on to tenants, and charges paid on vacant premises. The
appraiser determines the yield rate on the basis of numerous variables,
in particular retail sales area, layout, competition, type and
percentage of ownership, rental reversion and extension potential, and
comparability with recent market transactions. As for rental reversion
potential, the appraiser determines the market rental value for the
shopping center in its present state on the basis of the shopping center’s
location and the revenues generated by its tenants. The shopping center’s
development potential is determined by calculating the difference
between the market rental value and the current rents being charged.
An internal rate of return is also calculated using a method that
involves discounting a series of cash flows, generally to 10 years,
based on a number of predefined assumptions. The estimated resale value
at the end of this period is generally calculated using a cap rate that
is equal to or slightly higher than that initially applied to the net
end of period rent.
In sum, the appraiser derives a current value by determining the yield
rate that applies under prevailing market conditions, the current annual
rent and the shopping center’s reversionary
potential. He then verifies that the internal rate of return derived is
consistent by calculating an IRR. This results in a value that is
inclusive of transfer duties, from which duties (which are calculated at
the rate indicated above for deriving a value exclusive of duties) must
be deducted.
Appraisal of the Ségécé Group
This appraisal, which is performed on Klépierre’s
behalf by Aon Accuracy, is primarily based on a range of estimates
obtained using the Discounted Cash Flow (DCF) method. The DCF method
consists of estimating the future cash flows of current business in the
company’s portfolio before the explicit or
implicit cost of financing is taken into account. In the second step,
whose aim is to estimate the value of the business portfolio, these cash
flows and the estimated future value of the portfolio of business at the
end of the projected period (terminal
value) are discounted using a reasonable rate. This discount rate, which
is derived on the basis of the Modèle d’Équilibre
Des Actifs Financiers (MEDAF) formula, is the sum of the following
three factors: the risk-free interest rate, the systematic risk premium
(average expected market risk premium times the beta coefficient of the
business portfolio) and the specific risk premium (to account for that
portion of the particular risk that is not already integrated in the
cash flows). The third and last step consists of determining the value
of the company’s own equity by extracting
net financial debt on the date of valuation from the portfolio’s
total value and, where applicable, the estimated value of minority
interests on that same date.
Assessing the value of debt and
interest-rate hedging instruments
Effective December 31, 2005, RNA incorporates the fair value of debt and
interest rate hedging instruments that are not recorded under
consolidated net assets pursuant to IAS 32-39, which essentially
involves marking to market the fixed rate, non-hedged portion of debt.
RNA including transfer duties and
before taxation on unrealized capital gains
The valuation of properties is initially presented inclusive of property
transfer duties. Properties that are held for sale under a firm
commitment on the date of the valuation are valued at their probable
selling price, less related fees and taxes. For properties acquired less
than six months before the date of the calculation, acquisition prices
are used.
Klépierre does not adjust the values of shopping centers under
development, even in cases where building permits have been granted.
Until these shopping centers open, they are carried in the consolidated
financial statements at cost, and this figure is used to calculate
revalued net assets.
The Ségécé group is appraised annually using the method described in
detail above. Equity interests in other service subsidiaries, including
Klégestion and Klépierre Conseil, are not reappraised. This initial
calculation provides revalued net assets "including
transfer duties and before taxation on unrealized capital gains.” RNA excluding transfer duties
A second calculation is made to establish revalued net assets excluding
transfer duties. Duties on office properties are calculated individually
using the rates set forth below. Duties on shopping centers are
calculated property by property for companies that own several
real-estate assets, or on the basis of revalued securities if the
company owns only one property asset. This approach was considered to be
the most relevant considering that investors are more likely to acquire
shares in companies that own shopping centers and that Klépierre
generally is more likely to seek other backers for its projects than to
sell full ownership in shopping centers. Naturally, transfer duties are
calculated on the basis of applicable local tax regulations. For France,
the rate used for transfer duties is 6.20%. Klépierre did not opt to use
the most advantageous rate (1.8%) for properties that still fall within
the scope of the VAT since it does not currently plan to sell within the
prescribed deadline.
RNA excluding transfer duties and after
taxation of unrealized capital gains
A third calculation is made to establish revalued net assets excluding
transfer duties and after taxes on unrealized capital gains. In the
consolidated balance sheet, deferred taxes are recognized pursuant to
accounting regulations in force, on the basis of appraised property
values, for the portion which corresponds to the difference between the
net book value and the tax value as determined by capital gains tax
rates in force in each country. At the June 30, 2005 reporting date, the
RNA calculation was adjusted to include the tax on unrealized capital
gains corresponding to the difference between the net book value and
fair value on this same basis. At the December 31, 2005 reporting date,
and to align its practices with those of its principal peers, Klépierre
considered the type of ownership of its properties, using the same
approach as that used to determine transfer duties. For office
properties, the treatment is based entirely on property ownership, but
since the entire scope benefits from tax exempt status as an SIIC, there
is no unrealized taxation.
For the shopping centers, and depending on the country, taxes on
unrealized capital gains are based on the tax rate applied to the sale
of buildings for companies that own several properties, and at the tax
rate applicable to securities for companies that only own one property.
II – Revalued Net Assets (RNAV) at June 30,
2007
Appraisal results
The value of Klépierre’s real estate
holdings including transfer duties was 10 billion euros (total share)
and 8.9 billion euros (group share). Total share, shopping centers
represent 85.4%, retail properties represent 4.1%, and offices represent
10.5%, while the group share percentages are 84.3%, 3.9% and 11.8%,
respectively. On a constant portfolio basis, shopping center assets
increased in value by 5.3% during the six-month period ended, while the
value of retail assets grew by 4.5% over the same period and the value
of office assets increased by 9.7%. Over 12 months, the respective
increases are 17.0%, 23.2% and 19.5%.
HOLDINGS, TOTAL SHARE (transfer duties included) HOLDINGS, GROUP SHARE (transfer duties included) Offices
On a constant portfolio basis, the value of Klépierre’s
office assets increased by 19.5% on a total share basis over 12 months
(and by 9.7% over six months). Based on appraised values at June 30,
2007 (transfer duties included), the average yield on the portfolio was
5.0%, a decline of around 50bps.
Over 12 months and on a current portfolio basis, the increase in the
value of assets also takes into account the acquisition in December of
an office property located at 5 Rue Meyerbeer in Paris and a project
under development in Issy-les-Moulineaux, for which the stated book
values were used for the calculation of RNAV.
The office portfolio is valued at 1 047.5 million euros. 4 of these
properties have an estimated unit value that exceeds 75 million euros,
representing 46.4% of the total appraised value of this portfolio. 15
have a unit value of between 75 million and 15 million euros,
representing 53.5% of the total appraised value of this portfolio, and 2
have a unit value of less than 15 million euros.
Shopping centers
On a constant portfolio basis, Klépierre’s
shopping center holdings, including transfer duties, increased in value
by 17.0% in light of the rental reversions and the decline in yields.
The average yield on the portfolio at June 30, 2007 was 5.7%, including
transfer duties, based on appraised values, a decline of 10bps compared
with December 31, 2006.
On a current portfolio basis, the increase in the value of assets
includes the acquisition of the two Polish shopping centers, Rybnik and
Sosnowiec, the Progest group and the Rambouillet center in France, the
Larissa center in Greece, Novo Plaza in the Czech Republic, the Braga
center in Portugal, the extension of Varese in Italy and of Molina de
Segura in Spain, as well as various projects under development, for
which their stated book values in the group’s
financial statements were used to calculate RNAV.
The shopping center portfolio is valued at 8 544,9 million euros
(7 466.8 million euros in group share). 31 of these properties have an
estimated unit value that exceeds 75 million euros, representing 49.9%
of the total estimated value of this portfolio, 87 have a unit value
between 75 million and 15 million euros, and 122 have a unit value of
less than 15 million euros.
Retail properties
On a constant portfolio basis, retail property holdings, including
transfer duties, increased in value by 23.2%. This increase in value
only pertains to the 3 assets and must be interpreted with caution. The
average yield for the portfolio was 5.9% based on appraisals (transfer
duties included) at June 30, 2007.
On a current portfolio basis, the increase in value of these assets
includes the acquisition of the Buffalo Grill restaurant properties and
Cap Nord retail assets.
The value of the retail properties portfolio on June 30, 2007 was 405.5
million euros (341.1 million euros in group share).
For the six months ended June 30, 2007 RNAV rose by 36.4%. On the
basis of appraisals including transfer duties, revalued net assets after
deferred taxes on capital gains and marking to market of debt came to
108.9 euros per share, versus 79.9 euros per share on June 30, 2006 and
97.4 euros on December 31, 2006, a six-month increase of 11.8% and a
36.4% increase in 12 months.
Revalued net assets excluding transfer duties, after deferred taxes on
capital gains and marking to market of debt came to 102.7 euros per
share, as opposed to 74.5 euros on June 30, 2006 and 91.5 euros on
December 31, 2006.
VI – Financing policy 1 – Financial resources
Consolidated net debt of Klépierre went from 3 804 million euros on
December 31, 20065 to 4 109 million euros on June 30, 2007.2
This 305 million euro increase results primarily from investment
outflows (367 million euros) and the dividend payout (148 million
euros), and was partly offset by cash flow generated by disposals (74
million euros) and free cash flow for the year.
This debt was mainly financed via lines of credit that were set up in
2006, as well as via the stepped-up use by Klépierre of commercial
paper. In Italy, the extension of the Varese center was financed by a
15-year property finance lease, on which the outstanding principal
amount was 17 million euros on June 30, 2007 in the consolidated
financial statements of Klépierre. In Portugal, two bank loans were
repaid and then refinanced by Klépierre, for a total amount of 57.4
million euros.
At the June 30, 2007 reporting date, available credit lines totaled 177
million euros. In July 2007, an additional sum of 400 million euros was
authorized following the signature of a new bank credit facility.
Klépierre wanted to concentrate its 2007 financing transactions in order
to obtain optimal terms and conditions, and intends to refinance this
credit in the second half of 2007 by setting up long-term financing for
a larger sum.
Based on authorized credit terms on June 30, 2007, the average duration
of the Group’s debt is 5.4 years (including
the back-up line). The breakdown by type of financing remains
diversified.
2- Interest rate hedges
Against a backdrop of strong pressure on interest rates in the first
half of this year, Klépierre took advantage of its existing hedges and
opted to finance its additional needs with floating rates, with
short-term rates still lower than long-term yields. Consequently, the
proportion of Klépierre’s fixed-rate or
fixed-rate hedged debt to total financing debt went from 85% at the
beginning of the year to 79% on June 30, 2007.
This hedged rate does not take into account the swaps with staggered
start dates that Klépierre contracted in order to address financing or
fixed rate hedge due dates in the years to come –
due dates that will most likely be renewed given Klépierre’s
investment program. Accordingly, on June 30, 2007, the Group had €50M
in 7-year swaps with a December 2007 start date (at the level of
Klémurs), and 300 million euros in 7-year swaps with a July 2008 start
date. In July 2007, the hedge was strengthened by 200 million euros via
a 3-year swap starting in July 2008.
Globally, on June 30, 2007 the Group’s
fixed-rate hedges have an average duration of 5 years for an average
fixed rate of 3.6% (excluding credit margin). As was the case on
December 31, 2006, the Group’s swap
portfolio is almost entirely composed of plain vanilla swaps.
Situation at June 30, 2007 3- Financial ratios and financial rating
Klépierre’s financial ratios were globally
maintained and in some cases improved over the first six months of 2007.
(total share)
June 30, 2007
December 31, 2006
June 30, 2006
Loan-to-value
41.1%
41.7%
43.1%
EBIDTA / Interest expense
3.40
3.42
3.40
Net current cash flow / Net debt
8.5%
8.1%
8.9%
These levels fall within the range of objectives used by Standard and
Poor’s for its BBB+ rating of Klépierre’s
debt, i.e.:
- Loan-to-value = 50%
- Net current cash flow / Net debt = 7%
- EBITDA / Interest expense = 2.5%.
The outlook associated with this rating went from stable to positive in
January 2007.
4 – Cost of debt
The historic cost of the debt (ratio of interest expense to average
financing debt) was 4.3% for the first six months of 2007. It was also
4.3% for all of 2006. The rise in short-term interest rates thus had
little impact on the cost of Klépierre’s
debt over the six-month period, thanks to the high percentage of
fixed-rate debt or fixed at the beginning of the period, and to the
marginal amount of floating rate debt under terms and conditions
negotiated when the banking market was at its lowest.
The cost of the debt projected on the basis of the financial structure
and rates at the June 30, 2007 reporting date was 4.4%. A 100bp rise in
interest rates would lead to an increase in the average cost of debt of
0.21%, with a negative impact on net current cash flow of 8.6 million
euros.
2 Excluding the revaluation of debt related to
the Fair Value Hedge swap
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