Annual Report 2012/13
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PHOTO: SILLEBROEN, SHOPPING CENTRE Frederikssund, Denmark TK DEVelopMENT A/S | CVR N0. 24256782 ANNUAL REPORT 2012/13 | ANNUAL REPORT 2012/13 | TK DEVELOPMENT A/S | 1 /127 TABLE OF contents Page 3 Summary 6 Consolidated financial highlights and key ratios 7 Adjusted strategy and market focus 9 Results for 2012/13 and outlook for 2013/14 19 Market conditions 22 Business concept and knowledge resources 26 Property development 31 Asset management 37 Discontinuing activities 38 Financial targets 39 Risk issues 45 Shareholders 49 Corporate governance 52 Statutory annual corporate social responsibility statement 53 The Supervisory Board 57 The Executive Board 58 Statement by the Supervisory and Executive Boards on the Annual Report 59 Independent auditor’s report 60 Consolidated financial statements 108 Parent company financial statements 127 Company information 2 /127 | TK DEVELOPMENT A/S | ANNUAL REPORT 2012/13 | TABLE OF CONTENTS SUMMARY RESULTS FOR 2012/13 TK Development recorded results of DKK -326.0 million be- fore tax for the 2012/13 financial year, compared to DKK 14.3 million for the year before. Results were negatively af- fected by value adjustments of investment properties and the impairment of projects, totalling DKK 341.3 million. This performance reflects the recent results estimate of about DKK -300 million. The impairment itself does not impact the cash flow posi- tion. progress in new projects to be executed on the land in the Group’s portfolio. In order to harness the long-term, sub- Excluding value adjustments/impairment, the results before stantial development potential believed by Management to tax amount to DKK -0.3 million. Based exclusively on the ac- be inherent in several of the Group’s projects, it was decided tivities targeted by the Group’s future strategy and market to revise the sales strategy with a view to realizing faster focus, the results before tax and value adjustments/impair- sales. The changed sales strategy consists of the following ment amount to DKK 9.2 million. elements: • Completing the sale of selected, completed projects In the 2012/13 financial year, deferred tax assets were writ- and investment properties, even at reduced prices. ten down by an amount of DKK 200.5 million, a substantial • Downsizing the portfolio of land by selling selected portion of which is attributable to the Group’s Danish tax plots that are not essential to TK Development’s future asset. In June 2012, a Bill proposing changes to the rules strategy. for tax loss carryforwards was passed. For TK Development, • Making several writedowns for impairment of the this has considerably lengthened the time horizon for utiliz- Group’s projects, distributed as shown below, which led ing tax losses, and thus significantly increased the uncer- to substantially negative results in the 2012/13 finan- tainty relating to utilization of the tax asset. On the basis of cial year. the changed rules, TK Development identified a need to im- • Freeing up cash resources through sales, enabling the pair the Group’s Danish tax asset by DKK 150.0 million, which Group to strengthen its financial platform. was already recognized in Q1 2012/13 and thus forms part • Procuring financial resources through sales to regene- of the total writedown for impairment. rate momentum and to realize the substantial develop- ment potential inherent in several of the Group’s pro- The results after tax amounted to DKK -493.3 million, jects. against DKK 27.0 million in 2011/12. The changed sales strategy involves writedowns for the im- Consolidated equity totalled DKK 1,389.7 million at 31 Janu- pairment of projects, investment properties and the portfo- ary 2013, corresponding to a solvency ratio of 34.7 %. lio of land totalling DKK 341.3 million, distributed among the following main groups: Management considers the results for the year to be highly unsatisfactory. • Impairment of the project portfolio as a consequence of the decision to realize project sales as described REVIEW OF SALES STRATEGY above, a total of DKK 123.0 million. In December 2012, Management decided to review the • Impairment of the project portfolio, including the deci- Group’s sales strategy. TK Development had long expe- sion to sell land, due in part to the difficult market con- rienced an unsatisfactory market response to its efforts ditions in the residential segment in Poland, a total of to sell completed projects and investment properties due DKK 151.3 million. to sluggish demand. The lack of completed project sales • Other impairment based on market conditions and a means a substantial portion of the Group’s financial re- longer time horizon for developing and maturing indi- sources is tied up in completed projects. This in turn causes vidual projects than previously anticipated, a total of difficulties in allocating the capital necessary for securing DKK 67.0 million. SUMMARY | ANNUAL REPORT 2012/13 | TK DEVELOPMENT A/S | 3 /127 SUMMARY Regardless of the difficult market conditions, Management 2012, the retail park was handed over to the Swedish prop- finds it highly unsatisfactory having to make the writedowns erty company Nordika Fastigheter AB for a price of SEK 110 for impairment described above. million. ADJUSTED STRATEGY AND MARKET FOCUS In July 2012, TK Development entered into a conditional Concurrently with the decision to change the sales strategy, agreement with Heitman regarding the sale of two Polish Management initiated a review of the Group’s business are- projects amounting to a total project value of EUR 95 mil- as for the purpose of assessing its future market platform, lion. The sale comprises a 70 % stake in the Group’s Galeria including the countries in which the Group will continue to Tarnovia shopping centre in Tarnów and a new development operate, and the possibility of trimming costs further. project in Jelenia Góra. TK Development realized a minor profit on the completion of this sale and freed up cash re- As described in company announcement no. 6/2013 of 11 sources. In addition, future profits will be generated in the March 2013, Management has now completed this review form of fee income from the jointly owned company estab- and adopted a changed strategy consisting of the following lished for developing, letting and managing the construction elements: of the development project. This sale was completed at the • In addition to its primary business area, Property Devel- end of 2012. The Group’s ownership interests in the projects opment, TK Development will have a secondary busi- have been reclassified as “Investment properties” and “In- ness area, Asset Management, to consist of owning, vestment properties under construction”, respectively. operating, running in, maturing and optimizing complet- ed projects for a medium-long operating period. Asset The first phase of the Group’s project in Bielany, Poland, has management will be performed on TK Development’s been completed. The total project area comprises about own books or for third parties. 56,200 m², primarily housing consisting of 900-1,000 units, • TK Development has chosen a market focus that tar- with 136 being built in the first phase. The sluggishness of gets the countries expected to contribute with long- the Polish residential market has affected the sales process, term, profitable operations in future: Denmark, Sweden, with sales agreements having been signed for about 69 % of Poland and the Czech Republic. the units in the first phase. • TK Development will phase out its activities in Finland, Germany, the Baltic States and Russia. The Group’s project portfolio in the property development • The Group’s portfolio of projects not initiated (plots of area comprised 452,000 m² at 31 January 2013 (31 January land) will be reduced over a two-year period to about 2012: 635,000 m²). DKK 0.5 billion. • Over a two-year period, the balance sheet will be ad- ASSET MANAGEMENT justed so as to ensure a solvency ratio of about 40 %. The total portfolio of own properties under asset manage- • Overheads will be reduced by around 20 %, with half of ment, which thus generates cash flow, comprised 138,250 the reduction deriving from the discontinuation of ac- m² and amounted to DKK 1,932.1 million at 31 January 2013, tivities in several countries. of which investment properties accounted for DKK 312.1 • Internal and external reporting will be changed to cre- million. The annual net rent from the current leases corre- ate a better overview and highlight values and value sponds to a return on the carrying amount of 6.7 %. Based generation in the Group’s business areas. on full occupancy, the return on the carrying amount is ex- pected to reach 7.9 %. It is Management’s belief that once implemented, these measures will enable the Group to generate satisfactory re- The operation of these properties is generally proceeding turns for its shareholders in future. satisfactorily, and overall the footfall and revenue in the centres are developing positively. PROPERTY DEVELOPMENT In the Swedish town of Gävle, TK Development has devel- MARKET CONDITIONS oped a retail park of about 8,300 m². Construction of the The main challenge currently facing the property sector is retail park was completed in October 2012. In November the difficult access to financing. Uncertainty on the inter- 4 /127 | TK DEVELOPMENT A/S | ANNUAL REPORT 2012/13 | SUMMARY SUMMARY national financial markets continues to adversely affect the to credit institutions, including project finance loans granted property sector, leading to consistently long decision-mak- by a number of the Company’s major shareholders and mem- ing processes among financing sources, tenants and inves- bers of Management. tors alike. OUTLOOK FOR 2013/14 The Group will make the startup of major new projects con- Management anticipates positive results before tax for the tingent on obtaining either full or partial financing for them continuing activities for the 2013/14 financial year.