Results 2012
• Direct result per share € 4.87 (2011: € 4.34) • Dividend proposal of € 4.25 ( 2011: € 4.00)
• Positive revaluation result € 7.2 mln (2011 : € 15.2 mln) • Net asset value per share: € 76.21 (2011 : € 74.63) • Low debt ratio 16.2%
1. Note to the consolidated balance sheet and profit and loss account
Profit Direct result Indirect result
Direct result per share (x €1) Profit per share (x €1) Equity
Investment properties excl. development projects Development projects Real estate certificates
Shareholders’ Equity 1) 1)
Net asset value per share (x €1) 1) 1)
Debt ratio on total of assets % %
Number of shares Key figures 5,331,947 398,408 74,428 11,371 397,909 74.63 18.3 01/01/11 - 31/12/11 31 December 2012 31 December 2011 01/01/12 - 31/12/12 38,301 23,126 15,175 4.34 36,465 29,415 7,050 4.87 7.18 1)
before profit distribution and dividend payment
6.04 76.21 16.2 6,308,198 499,801 55,244 15,481 480,720
Profit The profit for 2012 amounts to € 36.5 mln (2011: € 38.3 mln). The profit per share amounts to € 6.04 (2011: € 7.18). The decrease of the profit is due to lower valuation results. The positive revaluation of the investment properties amounts to € 7.2 mln (2011: € 15.2 mln).
The profit consists of the direct and indirect results. Direct
result
The direct result for 2012 amounts to € 29.4 mln (2011: € 23.1 mln). This increase is mainly due to the combination of low external financing costs and an extension of the portfolio investment properties, particularly the extension of the shopping centre in Nivelles and the contribution in kind of the shopping centre ‘Shopping I’ in Genk and the retail complex ‘Genk Stadsplein’. A higher occupancy rate in the office portfolio and higher contractual rents in the shopping centres also had a positive impact on the direct result per share of € 4.87 (2011: € 4.34).
Indirect result
The indirect result arises mainly from realised and unrealised changes in the value of assets in the portfolio. The positive revaluation of the investment properties for 2012 amounts to € 7.2 mln (2011: € 15.2 mln). On 21 December 2012, the office building ‘Orion’ at Bischoffsheimlaan 22-25 in Brussels was sold to its actual tenant, Bruxelles-Formation. The sales price of € 11.8 mln was in line with the book value (€ 11.7 mln).
Shareholders’ equity and net asset value
Shareholders’ equity at 31 December 2012, before profit distribution, amounts to € 480.7 mln (31 December 2011: € 397.9 mln). The net asset value per share at 31 December 2012, before profit distribution, amounts to € 76.21 (31 December 2011: € 74.63).
Property portfolio Investment properties
At 31 December 2012, the fair value of the investment properties portfolio – excluding development projects - amounts to € 499.8 mln (31 December 2011: € 398.4 mln). The net increase of € 101.4 mln can be attributed to the
reclassification of the extension of the shopping centre in Nivelles (€ 54.6 mln) from development project to investment property, the sale of the office building ‘Orion’ (€ -11.8 mln), to the contribution in kind (‘apport en nature’) of the retail complex ‘Stadsplein’ in Genk (€ 49.5 mln), to investments in portfolio’s buildings of € 1.2 mln and to a positive net revaluation of € 7.9 mln. Fair value is
established after deduction of transaction costs (10%-12.5%) incurred in the sales process.
Shopping centres
On 30 March 2012, the extension of the shopping centre in Nivelles opened successfully its doors to the public. The shopping centre is fully let.
The BLRW (Belgian-Luxembourgian Council of Shopping Centres) awarded Shopping Nivelles with the prizes for both the best and the most sustainable shopping centre. These prizes are awarded every two years.
In the shopping centre 'Belle-Ile' in Liège, approximately 40 commercial leases were subject to renewal. The renewal negotiations were completed successfully. An average rent increase of about 13% was realised.
Offices
During 2012, eight new leases were signed, both in the business park ‘De Veldekens’ in Antwerp and in the ‘Business & Mediapark’ in Vilvoorde. A limited number of tenants did not renew their lease. The net uptake of office space in 2012 remained positive.
Development projects
At 31 December 2012, the fair value of the portfolio development projects amounts to € 55.2 mln (31 December 2011: € 74.4 mln).
The net decrease of € 19.2 mln can be attributed to the reclassification of the extension of the shopping centre in Nivelles (€ -54.6 mln) from development project to investment property, to the contribution in kind of the shopping centre ‘Shopping I’ in Genk (€ 19.6 mln), to investments in projects (€ 15.8 mln) and to a negative revaluation result (€ 0.7 mln).
At the beginning of September, the construction works consisting in the redevelopment and extension of the shopping centre ‘Shopping I’ in Genk have started. After completion of the extension (11,800 m²), the total lettable area will amount to 27,100 m². The number of parking places will increase by 530 to 1,250. The work is progressing according to plan.
The project in Tournai, consists in a substantial extension of the shopping centre (14,500 m²) whilst a retail park (10,000 m²) will also be integrated. The socio-economic permit was delivered during the second quarter and the building permit application was filed in July.
The permits regarding the redevelopment of the mixed inner city project (retail 4,000 m² - 120 student accomodations), located on the Overpoortstraat in Gent, have also been delivered. Construction works have started during the month of August and are on schedule.
All other development projects are still in the planning and consent stages. Real estate certificates
As at 31 December 2012, Wereldhave Belgium holds two interests in listed stock exchange real estate certificates ‘Kortrijk Ring Shopping Centre’ (16.2%) and ‘Basilix’ (17.8%). At 31 December 2012, fair value of the portfolio real estate certificates amounts to € 15.5 mln (31 December 2011: € 11.4 mln). In 2012, an additional 14,588 real estate certificates ‘Basilix’ were acquired.
Annual figures and dividend
The Annual General Meeting of Shareholders is to be held on Wednesday 10 April 2013 at 11 a.m. at the company’s registered office. A dividend of € 4.25 gross - € 3.1875 net per share will be proposed to the General Meeting of Shareholders (2011: € 4.00 gross - € 3.16 net). The dividend will be payable as from 18 April 2013. The annual financial report will be available as from mid March.
Dispute The hearing (on the merits) before the Court of Appeal of Brussels in the case regarding, amongst others, Wereldhave Belgium, has been postponed upon initiative of the Court to 11 March 2013.
For more detailed information, please refer to our website.
Related parties During 2012 no transactions have taken place between persons or entities which can be considered as related parties of the company.
Prospects Rental growth through active management remains one of the key tasks of the Management Company. The Management Company closely monitors the development projects in Genk, Gent, Tournai and Waterloo and will be watchful as to their positive contribution to the profits of the company upon their
operational implementation.
Vilvoorde, 7 February 2013 NV Wereldhave Belgium SA Management Company For further information:
Wereldhave Belgium Eddy De Landtsheer Tel. + 32 2 732 19 00
2. Financial statements (x € 1,000) Assets Non-current assets Goodwill 2,020 2,020 Investment properties 2,020 2,020
Investment prop. excl. dev. projects 499,801 398,408 Development projects 55,244 74,428
555,045 472,836
Other tangible assets 519 358
Financial tangible assets Assets available for sale
Real estate certificates 15,481 11,371 Trade receivables and other non-current
assets 1,203 1,341
17,203 13,070
Current assets Assets intended for sale
Trade receivables 1,798 4,517
Tax receivables and other current assets 1,209 695 Cash and cash equivalents 2,015 3,281
5,022 8,493 Total assets 579,290 496,419 Shareholder’s equity Capital 266,160 224,969 Issue premiums 27,759 Reserves Available reserves 5,627 5,627 Accumulated result 144,327 127,395 Variations in the fair value of financial
assets available for sale 382 1,617 Net result book year 36,465 38,301
480,720 397,909 Liabilities
Non-current liabilities Provisions
Pensions 109 188
Non-current financial debts
Credit institutions 90,000 60,000 Rent guarantees received 159 156 Differed taxes - liabilities 1,157 1,186
91,425 61,530
Current liabilities Current financial debts
Credit institutions 1,000 7,000
Other 181 307
Trade payables and other current debts Other
Suppliers 2,020 23,029
Taxes, remunerations and social security
contributions 531 428
Accruals and deferred income
Real estate income received in advance 853 629
Other 2,560 5,587
7,145 36,980
Total shareholder’s equity and
liabilities 579,290 496,419
Net asset value per share (x € 1) 76.21 74.63 December 31, 2012 December 31, 2011
Consolidated balance sheet at December 31, 2012
(x € 1,000)
Rental income
Rent 32,935 25,235
Indemnification for early termination of
lease 235 1,003
Net rental income 33,170 26,238
Recovery of rental charges and taxes normally paid by the tenant on let
properties 1,135 1,144
Rental charges and taxes normally paid by
the tenant on let properties -1,343 -1,370
-208 -226
Property result 32,962 26,012
Technical costs
Recurrent technical costs
Repairs -334 -222
Compensation for total guarantees -157 -144
Insurance premiums -31 -43 -522 -409 Commercial costs Agency commissions -274 -278 Publicity -79 -113 -353 -391
Charges and taxes on non let properties
Costs on non let properties -666 -292
Real estate tax on non let properties -42 -333
-708 -625
Property management costs
(Internal) property management costs -549 -519
-549 -519
Property charges -2,132 -1,944
Property operating results 30,830 24,068
General company costs
Staff costs -797 -859
Other -911 -730
Other operating income and charges 254 714
-1,454 -875
Operating results before result on the
portfolio 29,376 23,193
2012 2011
Profit and loss account to 31 December – continued
(x € 1,000)Result on disposals of investment property Net property sales
(selling price – transaction costs) 11,773 2,698
Book value of the property sold -11,878 -2,782
-105 -84
Result on disposals of other non financial assets
Net sales of other non financial assets
(sale price - transaction costs) 10 4
Book value of the sold other non financial assets
10 4
Variations in the fair value of investment property
Positive variations in the fair value of
investment property 17,063 21,050
Negative variations in the fair value of
investment property -9,908 -6,303
7,155 14,747
7,060 14,667
Operating result 36,436 37,860
Financial income
Interest and dividends received 1,189 898
Net interest charges
Nominal interest charges on loans -1,042 -784
Other financial charges
Bank charges and other commissions -47 -28
Financial result 100 86
Pre-tax result 36,536 37,946
Corporate tax
Corporate tax -71 -157
Positive deferred taxes on market
fluctuations 512
Tax -71 355
Net result 36,465 38,301
Net result shareholders of the Group 36,465 38,301
Result per share (x € 1) 6.04 7.18
Diluted result per share (x € 1) 6.04 7.18
(x € 1,000)
Net rental income 33,170 26,238
Rental charges and taxes
normally paid by the tenant on let properties -208 -226 Property charges Technical costs -522 -409 Commercial costs -353 -391
Charges and taxes on non let
properties -708 -625
Property management costs -549 -519
General company costs -1,708 -1,589
Other operating income and
charges 254 714
Operating results before
result on the portfolio 29,376 23,193
Result on disposals of investment property
-105 -84
Result on disposals of other non
financial assets 10 4
Change in fair value of the investment properties - positive 17,063 21,050 - negative -9,908 -6,303 Operating result 29,386 7,050 23,197 14,663 Financial result 100 86 Pre-tax result 29,486 7,050 23,283 14,663 Corporate tax -71 -157
Positive deferred taxes on market
fluctuations 512
Net result 29,415 7,050 23,126 15,175
Profit per share (x €1) 4.87 1.17 4.34 2.84
Consolidated direct and indirect result to December 31, 2012
In accordance with legal regulations, the direct statutory result is used as basis for the payment of dividend. The direct result consists of rental income, property charges, general costs and financial result. The indirect result consists of the valuation results, results on disposals, actuarial profit and losses from pensionschemes and other results not taken into account for the direct result. This presentation is not obligatory under IFRS.
01-01-2012/31-12-2012 01-01-2011/31-12-2011
Direct Indirect Direct Indirect
(x € 1.000)
Cash flow from operating activities
Net result 36,465 38,301
Interest and dividends received -1,189 -856
Result exclusive of dividend
received 35,276 37,445
Depreciation tangible assets 95 60 Rental discounts and investments 262 279
Interest paid -1,042 -784
Variations in the fair value of investment
property -7,155 -14,747
Movements in provisions 530 -1,098 Movements in short term debts -3,140 429
-10,450 -15,861 Net cash flow from operating
activities 24,826 21,584
Cash flow from investment activities
Acquisition real estate certificates -5,344
Investments -36,226 -19,900
Income sale investment property 11,698
Acquisition furniture and vehicles -262 -328
Dividends received 1,189 856
Net cash flow from investment
activities -28,945 -19,372
Cash flow from financing activities
Credit institutions 24,000 19,720
Dividends paid -21,147 -20,550
Net cash flow from financing
activities 2,853 -830
Net cash flow -1,266 1,382
Cash & bank balances
At January 1 3,281 1,899
Increase/decrease cash and bank
balances -1,266 1,382 At December 31 2,015 3,281 (x € 1,000) 2012 2011 At January 1 397,909 380,691 Capital increase 41,191 Issue premiums 27,759 Net result 36,465 38,301 Dividend -21,328 -20,901
Variations in the fair value of financial
assets and liabilities -1,235 -152
Transfer from reserves -41 -30
At December 31 480,720 397,909
01-01-2012/31-12-2012 01-01-2011/ 31-12-2011
Movements in equity
Consolidated cash flow statement to December 31, 2012
Segment information 2 0 1 2 Offic e s R e t a il To t a l Ne t r e n t a l in c o me 9 ,8 4 5 2 3 ,3 2 5 3 3 ,1 7 0 R e co ve r y o f r e nta l c ha r g e s a nd ta xe s no r m a lly p a id b y the te na nt o n le t p r o p e r tie s - 1 0 2 - 1 0 6 - 2 0 8 T e ch nica l c o s ts - 5 2 2 R e p a ir s - 1 7 6 - 1 5 8 C o m p e n s a tio n fo r to ta l g ua r a nte e s - 9 3 - 6 4 In s u r a nc e p r e m ium s - 1 2 - 1 9 C o m m e r c ia l c o s ts - 3 5 3 A g e nc y c o m m is s io ns - 2 6 6 - 8 P ub lic ity - 2 4 - 5 5 C h a r g e s a nd ta xe s o n no n le t p r o p e r tie s - 7 0 8 C o s ts o n n o n le t p r o p e r tie s - 5 9 9 - 6 7 R e a l e s ta te ta x o n no n le t p r o p e r tie s - 2 5 - 1 7 (Inte r na l) p r o p e r ty m a na g e m e nt c o s ts - 1 6 5 - 3 8 4 - 5 4 9 Pr o p e r t y o p e r a t in g r e s u lt s 8 ,3 8 3 2 2 ,4 4 7 3 0 ,8 3 0 Ge ne r a l co m p a ny c o s ts a nd o the r o p e r a ting inc o m e
a nd ch a r g e s - 1 ,4 5 4 Op e r a t in g r e s u lt b e fo r e r e s u lt o n t h e p o r t fo lio 2 9 ,3 7 6 Dis p o s a ls o f inve s tm e nt p r o p e r ty - 1 0 5 Ne t p r o p e r ty s a le s 1 1 ,7 7 3 Bo o k va lue o f the p r o p e r ty s o ld - 1 1 ,8 7 8
Dis p o s a ls o f o the r no n fina n cia l a s s e ts 1 0
V a r ia tio n s in the fa ir va lue o f inve s tm e nt p r o p e r ty 7 ,1 5 5 P o s itive va r ia tio n s in the fa ir va lu e o f in ve s tm e nt
p r o p e r ty 5 0 2 1 6 ,5 6 1
Ne g a tive va r ia tio ns in the fa ir va lue o f inve s tm e nt
p r o p e r ty - 8 ,1 6 2 - 1 ,7 4 6
Op e r a t in g r e s u lt 3 6 ,4 3 6
Fin a n c ia l r e s u lt 1 0 0
R e s u lt b e fo r e t a xe s 3 6 ,5 3 6
C o r p o r a te ta x - 7 1
P o s itive d e fe r r e d ta xe s o n m a r ke t fluc tua tio ns
Ta x - 7 1 Ne t r e s u lt 3 6 ,4 6 5 In v e s t me n t p r o p e r t ie s Ba la nc e a t 0 1 /0 1 1 4 1 ,4 9 5 2 5 6 ,9 1 3 3 9 8 ,4 0 8 Inve s tm e nts 2 3 6 9 7 3 1 ,2 0 9 T r a ns fe r o f d e ve lo p m e nt p r o je c t to inve s tm e nt p r o p e r ty 5 4 ,6 2 0 5 4 ,6 2 0 Dis p o s a ls - 1 1 ,7 7 2 - 1 1 ,7 7 2
C a p ita l inc r e a s e b y m e a ns o f co ntr ib utio n in kind 4 9 ,4 6 8 4 9 ,4 6 8
R e va lu a tio n - 7 ,6 6 0 1 5 ,5 2 8 7 ,8 6 8
Ba la nc e a t 3 1 /1 2 1 2 2 ,2 9 9 3 7 7 ,5 0 2 4 9 9 ,8 0 1
De v e lo p me n t p r o je c t s
Ba la nc e a t 0 1 /0 1 7 4 ,4 2 8 7 4 ,4 2 8
P ur c ha s e s 1 ,4 1 6 1 ,4 1 6
T h e s e g m e nta tio n o f r e nta l inc o m e , p r o p e r ty c ha r g e s , inve s tm e nt p r o p e r tie s a nd r e va lua tio ns to the fo llo w ing s e c to r s o c c ur s a s fo llo w s :
Segment information – continued
2011
Offices Ret a il Tot a l
Ne t rent a l income 9,769 16,469 26,238
Recovery of rental charges and taxes norm ally paid by the tenant on let
properties -119 -107 -226
T echnical costs -409
Repairs -115 -107
C om pensation for total guarantees -86 -58
Insurance prem ium s -19 -24
Com m ercial costs -391
A gency com m issions -275 -2
Publicity -44 -70
Charges and taxes on non let properties -625
C osts on non let properties -300 8
Real estate tax on non let properties -310 -23
(Internal) property m anagem ent costs -193 -326 -519
Prope rt y opera t ing res ult s 8,308 15,760 24,068
General com pany costs and other operating incom e
and charges -875
Oper at ing res ult be fore res ult on t he
port folio 23,193
Disposals of investm ent property -84
Net property sales 2,698
Book value of the property sold -2,782
Disposals of other non financial assets 4
Variations in the fair value of investm ent property 14,747
Positive variations in the fair value of investm ent
property 1,786 19,264
Negative variations in the fair value of investm ent
property -2,746 -3,557
Oper at ing res ult 37,860
Financial re sult 86
Re sult before t axe s 37,946
Corporate tax -157
Positive deferred taxes on m arket fluctuations 512 512
Tax 355
Ne t res ult 38,301
Inv es t ment pr opert ie s
Balance at 01/01 143,158 252,223 395,381 Investm ents 2,059 -447 1,612 Disposals -2,762 -2,762 Revaluation -960 5,137 4,177 Balance at 31/12 141,495 256,913 398,408 De v e lopment pr oject s Balance at 01/01 27,815 27,815 Investm ents 31,611 31,611 Purchases 1,683 1,683 Reclassification of land 2,084 2,084 Revaluation 10,569 10,569 Capitalised interest 666 666 Balance at 31/12 74,428 74,428
Investment properties (x € 1,000) 2012 2011 At 1 January 398,408 395,381 Disposals -11,772 -2,762 54,620 49,468 Investments 1,209 1,612 Revaluations 7,868 4,177 At 31 December 499,801 398,408 (x € 1,000) At 1 January 74,428 27,815 Purchases 1,416 1,683 Reclassification of land 2,084 -54,620 19,630 Capitalised interest 424 666 Investments 14,680 31,611 Revaluations -714 10,569 At 31 December 55,244 74,428 01/01/12 - 31/12/12 01/01/11 - 31/12/11
Number of shares qualifying for dividend 6,308,198 5,331,947
5.78 7.18 6,038,795 5,331,947 6.04 7.18 4.87 4.34 76.21 74.63 Share data
(amounts per share x € 1)
Profit per share qualifying for dividend Average number of shares
Transfer from investment to development Capital increase by means of contribution in kind
Capital increase by means of contribution in kind Movements in development projects
Transfer from investment to development
No stocks convertible into shares have been distributed by the company. Profit per share
Direct result per share
Net asset value including current result
Movements in investment properties excl. development projects
Basis of preparation 2012
The Group's functional currency is the Euro. The financial statements of Wereldhave Belgium are presented in Euros, rounded to the nearest thousand. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as approved by the EU. The consolidated financial statements and the company financial statements have been prepared on the historical cost basis, unless otherwise specified.
The accounts have been prepared before distribution of profit. The consolidated balance sheet and the profit and loss account are established in accordance with the scheme applicable to all Belgian sicafis, conforming to the Royal Decree of June 21, 2006 and to the Royal Decree of December 7, 2010.
Consolidation
The published figures in this press release are consolidated figures. In accordance with the relevant legislation, the subsidiaries and associates are consolidated.
Significant events after 31 December 2012
After 31 December 2012, no significant events occurred requiring adjustments to the accounts or further disclosure.
In accordance with article 76 of the law of 20 July 2004, the Management Company confirms taking into account social, ethical and environmental aspects when controlling the financial means and when executing rights conferred by securities in the portfolio. See annual financial report 2011, page 33-34, ‘Corporate social responsibility’.
Audit
The statutory auditor has confirmed that the audit, which is substantially complete, has not to date revealed any material misstatement in the draft annual accounts. The unqualified opinion on the financial statements will contain an explanatory paragraph drawing attention to the disclosure that the board of directors of the statutory Management Company has included in the accounts in the context of the penal dispute relating to the sale of a company.
The statutory auditor also confirmed that the accounting data reported in the press release is consistent, in all material respects, with the draft accounts from which it has been derived.
3. Obligations regarding the provision of information to the public (R.D. of November 14, 2007)
Mr. D. Anbeek and Mr. L. Plasman, both Managing Directors of the statutory Management Company of the sicafi, declare, in the name and on behalf of the statutory Management Company, in its quality of managing entity of the sicafi, that, as far as they know,
a) the set of financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and results of the sicafi and the undertakings included in the consolidation taken as a whole;
