Financial Report 2006
Total Page:16
File Type:pdf, Size:1020Kb
Financial Report 2006 21, avenue Kléber – 75116 Paris – Tel.: 33 (0)1 40 67 57 40 – Fax: 33 (0)1 40 67 55 62 A French corporation (société anonyme) with an Executive Board and a Supervisory Board Register capital stock of €184 656 916 – Paris Trade and Companies Register (RCS) No. 780 152 914 2006 Financial Report Klépierre – Financial Report 2006 This document, along with the 68-page 2006 Activity Report, constitues the shelf registration document. « This shelf registration document (document de référence) was filed with the French Autorité des Marchés Financiers (AMF) on March 8, 2007, in compliance with article 212-13 of AMF regulations. It may be used in connection with a financial transaction only if acccompanied by a transaction memorandum registered with Photo credits : Ambroise Tézenas. the Autorité des Marchés Financiers.» Design and production : - 6720. Contents 3 Management report 78 Consolidated financial statements and independent auditor’s report 141 Draft resolutions 156 Independent auditor’s report on share capital reduction, stock issues and free allotment of shares 162 Other information 168 AMF reconciliation table 1 Financial report _management report Contents of management report 3 A -Business activity and earnings by segment 3 I - Shopping center segment 12 II - Office segment 15 B – Consolidated earnings and cash-flows 15 I - Consolidated earnings and cash-flows 16 II - Change in cash-flow 16 III - Parent company earnings 18 IV - Subsidiaries and equity interests on December 31st, 2006 20 C – Revalued net assets (RNA) 26 D – Financing policy 29 E – Human resources 30 F – Recent developments, outlook and risk factors 30 I - Recent developments 30 II - Outlook 31 III - Risk factors 35 G – Corporate governance 35 I - List of offices and positions 38 II - Summary of major agreements 39 III - List of common conventions and regulated conventions 43 IV - Compensation and benefits paid to members of management bodies – Composition of the Supervisory Board and the Executive Board – Judgment for fraud 47 H – Capital and shareholding structure 47 I - History 48 II - General information 50 III - General information regarding equity capital 53 IV - Equity capital and stock market 55 I - Sustainable development 66 Special management report to the shareholders on transactions related to the free allotment of shares 67 Special management report to the shareholders on stock buy-back programs 69 Special management report to the shareholders on transactions carried out by virtue of the provisions of Articles L. 225-177 through L. 225-186 of the French Commercial Code0 70 Report of the Supervisory Board 71 Report of the Chairman of the Supervisory Board 77 Statutory auditor’s report prepared pursuant to Article L. 225-235 of the French Commercial Code 2 Klépierre_Financial report 2006 Executive Board’s REPORT MANAGEMENT management report SUPERVISORY BOARD MEETING OF FEBRUARY 9, 2007 RELATIVE TO FISCAL YEAR 2006 A - BUSINESS ACTIVITY AND EARNINGS BY SEGMENT EI - SHOPPING CENTER SEGMENT 1 – Consumption ECONOMIC ENVIRONMENT(1) Despite some signs of a slowdown, account for 93% of total revenues brought in): particularly in the United States, global GDP Spain (+4.9%), Italy (+3.7%) and France growth was sustained in 2006. Against (+3.5%). In Italy and, to a lesser extent, this backdrop, GDP growth for the Euro area in France, revenue growth far exceeded as a whole reached 2.6%, the best growth in domestic consumption. In the performance seen since 2000. Czech Republic and Greece2, sales showed It was even higher across Central Europe no change versus the previous year, while (Slovakia: +8.2%, the Czech Republic: revenues declined for shopping centers +6.2%, Poland: +5.1%, Hungary: +4.0%), in Slovakia and Portugal (which together in Spain (+3.7%) and in Greece (+4.0%). account for 3% of total revenues), by 1.8% In France, where the third quarter was and 2.0%, respectively – despite a good disappointing, the total for the year was second half of the year in the case 2.1%, with household spending showing of Portugal. resilience. In 2006, all retail segments showed The numbers were less positive significant growth, particularly personal in Portugal (+1.3%) and Italy (+1.8%), products (+4.8%). It was followed two countries that are undergoing economic by the Beauty/Health segment (+3.7%), recovery. For Italy, this subdued performance Culture/Gifts/Entertainment (+3.4%) nonetheless comes as welcome news after and Restaurants (+2.6%). For the household four and a half years of virtual stagnation. goods segment, revenue growth was slightly Forecasts for 2007 indicate a slight decline higher than last year. in growth versus 2006, with the exception of Portugal. However, the outlook for private France consumption in 2007 remains satisfactory, After posting a 1.6% increase in December on a par with the 2006 level. 2006, compared with a particularly strong showing in December 2005 (+5.4%), REVENUE TRENDS revenues in France rose by a total of 3% Year-over-year for the 12 months through for the year, driven by the performance November 2006, revenues from shopping of non-downtown centers (inter-communal mall business rose by 3.4% versus the same centers up 4.4%, regional centers up 2.9%). (1) Source: OECD economic outlook, no. 80 (28.11.2006). period in 2005, with satisfactory growth For downtown centers, the increase was (2) The mobile aggregate over 12 months is reconstructed observed in the top three countries as a less robust 1.5%. Broken down by Ségécé from Eurostat monthly indicators (latest figures available are through September). measured by revenues (which together by retail segment, personal product 3 Financial report _management report sales rose by 5.8% in 2006, followed 2 – Rental business The sharp rise in rents on a current portfolio by Beauty/Health (+3.4%), Restaurants Rental business in Europe trended upward basis versus a comparable basis is primarily (+2.6%), and Culture/Gifts/Entertainment in 2006, with lease income from Klépierre’s due to the following factors: (+1.8%). Household equipment shopping center properties reaching • the fourth quarter 2005 acquisition of the sales fell by 1.8% over the period. 458.1 million euros, an increase of 17.3% Colombia mall in Rennes and an additional compared with the previous year co-owned parcel containing 40 retail outlets Spain (390.6 million euros). Additional variable in the Sevran center; The major centers reported positive trends rents represented 10.8 million euros • beginning in the first quarter 2006, (+7.4% over twelve months). Hypermarket of the total. On a constant portfolio basis, collection of rents from the new downtown malls reported a 2% increase in revenues, rents rose by 4.1%. mall in Valenciennes (Place d’Armes) and the with mid-sized retail units reporting BHV Déco department store in the retail park Portugal 2.5% particularly high growth (nearly 10%). of the Bègles Rives d’Arcins center; Czech Republic 2.5% • completion of the Cesson Boissénart, Greece 1.3% Italy Blagnac and Quétigny extensions Belgium 2.7% Slovakia 0.3% The significant revenue growth (+3.7%) and the commercial restructuring Poland 4.3% seen in 2006 was driven by all sectors. of the Montesson mall; Italy’s victory in the World Cup boosted • the December 2006 acquisition summer sales. of 128 Buffalo Grill restaurant properties located in various suburban retail parks. Portugal The average decline in shopping center Uncollected past due rent represented 0.3% revenues was 2%, attributable to a sluggish of total invoicing, versus 0.4% at year-end economic backdrop and stepped-up competition. 2005. The financial occupancy rate in 2006 Nonetheless, mid-sized retail units once again was 99.3% (99.2% at year-end 2005). Hungary 6.4% posted higher sales (+3%). Spain 13.1% The average occupancy cost ratio (rents Italy 16.1% France 50.7% Greece + utilities over revenues excluding tax) was Revenues were stable over the period 9.1%, versus 8.8% at year-end 2005. (+0.1%). The Makedonia center was France This is a reasonable rate, suggesting adversely affected by the opening Rents totaled 232.3 million euros (including that further rental reversion is possible of Cosmos, a rival center, with a particularly 7.5 million euros in additional variable rent), when leases expire and are renewed visible impact in Beauty/Health. Conversely, an increase of 11% over 2005. On a constant or taken up by new tenants. Patras reported a significant rise in revenues portfolio basis, growth was 4%, driven by The distribution of rents among tenants (+22.1%). rental reversion and index-linked adjustments, remains highly diversified, a factor which had an impact of +1.8%. As a reminder, that reduces the rental risk for the portfolio The Czech Republic and Slovakia the ICC index for the second quarter of 2005, as a whole. Based on leases in force on Novy Smichov saw modest revenue growth which applies to 78% of guaranteed rents December 31, 2006, the Buffalo Grill group (+0.3%). Sales were adversely affected in the portfolio, increased by a mere 0.7%. is now Klépierre’s number one partner by contracting sales in Beauty/Health (-2.1%) In addition, most of the other leases (19% in France, with 7.4% of total retail rents, and household goods (-5.6%). Danubia of the portfolio) are pegged to the index for followed by Auchan (3.5%), the PPR group reported a 1.8% decline in revenues, the first quarter 2006 (+7.24%). Negotiations (3.9%, of which Fnac for 3%), the Etam, attributable to a rise in the vacancy rate. conducted in 2006 led to the following Inditex (includes Zara), Celio and Go Sport comparable scope changes: groups (2.2% each), Camaïeu (2.1%), Belgium Vivarte (1.5%), and Armand Thiéry (1.4%).