1 ANNUAL REPORT 213
2 CONTENT CO N S O L I DAT E D F I N A N C I A L S TAT E M E N T S S. 2 CO N S O L I DAT E D S TAT E M E N T O F I N CO M E F O R 213 S. 3 CO N S O L I DAT E D S TAT E M E N T O F CO M P R E H E N S I V E I N CO M E F O R 213 S. 4 CO N S O L I DAT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N A S O F 31 D E C E M B E R 213 S. 6 CO N S O L I DAT E D S TAT E M E N T O F C A S H F L O W S F O R 213 S. 8 CO N S O L I DAT E D S TAT E M E N T O F C H A N G E S I N E Q U I T Y A S O F 31 D E C E M B E R 213 S. 1 S. 1 S. 17 S. 18 S. 18 S. 23 S Corporate Information 2. Accounting Policies 3. Segment Reporting 4. Business Combinations 5. Notes to the Consolidated Income Statement 6. Notes to the Consolidated Statement of Financial Position 7. Other Notes M A N A G E M E N T R E P O R T F O R T H E CO M PA N Y A N D T H E G R O U P S. 6 S. 63 S. 7 S. 74 S Corporate Information 2. Economic Report 3. Risk and Opportunity Report 4. Compensation 5. Take-Over Relevant Information in Accordance with Sec. 289 Para. 4, 315 Para. 4 Hgb S Transactions with Related Parties S Events after the Reporting Date S Outlook S. 8 4 AU D I T O P I N I O N S. 85 D E C L A R AT I O N O F T H E L E G A L R E P R E S E N TAT I V E S S. 86 REPORT OF THE SUPERVISORY BOARD OF PRIME OFFICE AG S. 89 CO R P O R AT E G O V E R N A N C E R E P O R T S. 9 4 G L O S S A R Y S. 9 6 F I N A N C I A L C A L E N DA R S. 9 6 I M P R I N T
3 CO N S O L I DATED FI N A N CI A L STAT EM EN T S PRIME OFFICE AG (formerly: OCM German Real Estate Holding AG, Cologne)
4 CONSOLIDATED STATEMENT OF INCOME FOR 213 in EUR k Rental income from investment properties Notes ,346 95,492 21,164 2,138 Service charge income Recoverable service charge expenses 5.2-2,438-19,959 Non-recoverable service charge expenses 5.3-9,245-9,811 8,827 85,86 Net rental income Administrative expenses 5.4-4,943-4,437 Other income 5.5 4, Other expenses 5.6-1,17-1,17 Intermediate result 7,739 8,833 Investment property disposal proceeds 3,975 14,55 Investment property disposal expenses - 31,333-13,442 Profit / loss from disposal of investment properties ,18 Gain / loss on measurement at fair value ,3-31,691 44,378 5, ,842-48, ,954 3,424 1,674 2,975 3,628 2,975 3, Profit / loss before interest and taxes Financial income Financial expenses 5.8 Profit / loss before taxes Income taxes 5.9 Consolidated net profit Of which attributable to: shareholders of the parent company Earnings per share: 2 basic and diluted earnings per share (in EUR) 5.1
5 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR 213 in EUR k Notes ,975 3, ,117 8,143 Loss from the measurement of loans at fair value Tax effects from items of other comprehensive income 5.9-3,865-2,115 Other comprehensive income after tax 19,2 6,28 Consolidated total comprehensive income 21,977 9,656 21,977 9,656 Consolidated net profit Other comprehensive income to be reclassified to the income statement in subsequent periods: Unrecognized gains / losses from derivative financial instruments Of which attributable to: shareholders of the parent company ANNUAL REP ORT 213 3
6 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 213 in EUR k ASSETS Notes 31 Dec Dec 212 * Investment properties 6.1 1,299,41 1,398,268 Intangible assets Property, plant and equipment ,3,279 1,398, ,632 8, Non-current assets Derivative financial instruments Trade receivables Receivables from related parties Other receivables and other assets 6.4 9,493 1,47 Income tax receivables Cash and cash equivalents ,66 117,49 54, ,189 7,441 17, , ,514 1,425,55 1,542,782 Subtotal current assets Assets held for sale 6.6 Current assets * 4 COMPARATIVE FIGURES WERE ADAPTED DUE TO A CHANGE IN THE PRESENTATION OF DEFERRED RENT INCENTIVES. PLEASE REFER TO ITEM 6.1. OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY in EUR k EQUITY AND LIABILITIES Notes 31 Dec Dec 212 * Subscribed capital , 84 Treasury shares Capital reserve , ,375 Miscellaneous reserves 6.7-1,15-2,363 Other reserves 6.7 7,928 3,926 27,951 Equity attributable to shareholders of the parent company 399,28 241,971 Total equity 399,28 241,971 Retained earnings Interest-bearing loans, non-current portion ,57 Interest-bearing loans from related parties , ,77 698, ,562 56, ,46 19,468 Trade payables ,485 16,639 Income tax liabilities ,351 5,91 964,23 62,583 62,94 1,26,297 62,583 1,425,55 1,542,782 Derivative financial instruments, non-current portion Non-current liabilities Interest-bearing loans, current portion Derivative financial instruments, current portion Other liabilities Subtotal current liabilities Liabilities in connection with assets held for sale 6.6 Current liabilities * COMPARATIVE FIGURES WERE ADAPTED DUE TO A CHANGE IN THE PRESENTATION OF DEFERRED RENT INCENTIVES. PLEASE REFER TO ITEM 6.1. OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REP ORT 213 5
8 CONSOLIDATED STATEMENT OF CASH FLOWS FOR 213 in EUR k Notes * , Cash flow from operating activities Profit / loss before taxes Adjustments of profit / loss for non-cash transactions Unrealized gains and losses on measurment at fair value ,3 31,691 Other non-cash income and expenses Depreciation and loss from disposals of fixed assets Loss / profit from disposal of investment properties , / ,842 48, , ,72 4, ,94 84,123 Transaction costs for refinancing Financial expenses Financial income Change in net current assets Change in trade receivables Change in other receivables and assets Change in income tax receivables Change in trade payables Change in other liabilities Tax refunds / taxes paid 5.9 Cash flow from operating activities 2. Cash flow from investing activities Proceeds from divestments of investment properties 5.7 3,975 14,55 Payments in connection with the divestment of investment properties ,6 Payments for investments into investment properties 6.1-1,846-22,22 Net inflow of cash and cash equivalents from business combinations under common control ,873 81,522 Cash flow from investing activities 6
9 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY CONSOLIDATED CASH FLOW STATEMENT FOR 213 CO N T I N UAT I O N in EUR k Notes * ,37-46, ,814-4, / 6.4-1, ,683-87,124 Net change in cash and cash equivalents - 79,87 78,521 Cash and cash equivalents at the beginning of the period 117,49 38,969 37,62 117, ,66 117,49 3. Cash flow from financing activities Interest paid Interest received Repayment of loans Paid transaction costs for refinancing Cash flow from financing activities 4. Cash and cash equivalents at the end of the period Cash and cash equivalents at the end of the period of which cash and cash equivalents from disposal group 6.6 Reported cash and cash equivalents * COMPARATIVE FIGURES WERE ADAPTED DUE TO A CHANGE IN THE PRESENTATION OF DEFERRED RENT INCENTIVES. PLEASE REFER TO ITEM 6.1. OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REP ORT 213 7
10 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS OF 31 DECEMBER 213 in EUR k Notes Equity as of 31 December 211 Subscribed capital Treasury shares Capital reserve ,9 Consolidated net profit Other comprehensive income Consolidated total comprehensive income Withdrawals from the capital reserve Equity as of 31 December , ,375 Consolidated net profit Other comprehensive income Consolidated total comprehensive income Retirement of treasury shares Capital increase from company funds - 81, Increase of capital reserve from contributions of shareholders 142,795 Equity as of 31 December ,92 Increase of capital reserve from business combination 82, 287,432
11 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY Miscellaneous reserves Cash flow hedge reserve Other reserves Retained earnings ,391 7, , ,315 3,628 3,628 6,28 6,28 6,28-2,363 Total 7,928 19, , ,628 9,656 15,634 27, ,971 2,975 2,975 19,2 2,975 21, ,717-1,15 ANNUAL REP ORT ,78 3, ,28 9
12 1. CORPORATE INFORMATION Prime Office AG (formerly: OCM German Real Estate Holding AG) (hereinafter referred to as Prime Office or the Company ), Cologne, was founded on 2 June 26 and is filed with the Register of Companies of the Cologne district court under the number HRB The registered office for all entities in the Group is at Maarweg 165, 5825 Cologne, Germany. The Company and its subsidiaries (the Group ) operate in the business of acquisition and management of real estate and investment companies. The business activities are focused on Germany. The Group s portfolio includes 49 properties throughout Germany as at 31 December 213. The portfolio mainly comprises office and retail space including two hotels and three nursing homes. The subsidiary German Acorn PortfolioCo II GmbH, Cologne, acquired 49 properties from Deka Immobilien Investment GmbH, Frankfurt am Main, by purchase agreement signed on 25 August 26 ( Herkules Portfolio ). The subsidiary German Acorn PortfolioCo I GmbH, Cologne, acquired a further 12 properties from DEGI Deutsche Gesellschaft für Immobilienfonds mbh, Frankfurt am Main, by purchase agreement dated 15 November 27 ( Homer Portfolio ). The risks and rewards incidental to these 12 properties were transferred on 1 January 28. Of the 61 properties originally in the portfolio, twelve had been sold with the risks and rewards incidental to ownership transferred by 31 December 213. In addition, the properties Yorckstrasse, Duesseldorf and Gotenstrasse, Hamburg were sold in 213 with transfer of ownership in 214. The Executive Board of the Company as the transferee entity and the Executive Board of Prime Office REIT-AG, Munich ( PO REIT ) as the transferor entity entered into a notarised merger agreement on 7 August 213. This agreement needed to be approved by the shareholders meeting of PO REIT and the shareholders meeting of the Company before becoming effective. The corresponding approvals of the shareholders meetings were issued on 23 and 24 September 213 respectively. The merger was filed with the Register of Companies of the Cologne district court on 21 January 214. The Company only obtained control over PO REIT after the merger had been filed with the Register of Companies. Correspondingly, the merger has not been recognised in the financial reporting, even though it took legal effect under the German Commercial Code retroactively to 1 July 213. At the time of the merger, PO REIT has a property portfolio of 11 properties, however, the property Philipp-Reis-Strasse, Stuttgart / Fellbach was sold by notarised agreement dated 17 January 214. The risks and rewards incidental to this property were transferred on 18 February 214. For further details please refer to item 7.1. Subsequent Events. The merger agreement between GERMAN ACORN REAL ESTATE GmbH (hereinafter referred to as German Acorn ), Cologne, a sister company of the Company, and the Company as transferee entity was notarised on 11 November 213. The merger was filed in the Company s record at the Register of Companies on 17 January 214. German Acorn had commercially organised business operations with 27 employees and provided the Asset Management 1 services as well as the financial and administrative services for the Group s property portfolios. For further details please refer to item 4. Business Combinations. The Prime Office share was admitted to the Regulated Market of the Frankfurt Stock Exchange on 22 January 214. A capital increase for cash was executed on 14 February 214 and with the resulting proceeds, the refinancing process of the Herkules and the Homer Portfolios was finalised, among other things. The new loan agreements have a term until 218 and 22 respectively. For further details please refer to item 7.1. Subsequent Events. The balance sheet date is 31 December 213. The fiscal year cor responds to the calendar year. The consolidated financial statements as of 31 December 213 were signed off by the Executive Board on 25 March 214 and submitted for approval to the Supervisory Board of the Company. The Supervisory Board is expected to approve the consolidated financial statements on 25 March 214. The prior-year financial statements were published in the elec tronic German Federal Gazette. 2. ACCOUNTING POLICIES 2.1. B A SI S OF PR E PA R AT ION The consolidated financial statements were prepared using the cost method except for investment properties and derivative financial instruments that were measured at fair value. As in the prior year, the cost of sales method was chosen for the statement of comprehensive income. The consolidated financial statements are presented in euro. All values are rounded to the nearest thousand euro (EUR k / EUR thou.), unless otherwise indicated. Thus, slight differences may arise when adding up individ ual figures in the tables and explanations of these consolidated financial statements. The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315a Para. 1 HGB (German Commercial Code) C H A NGE S OF AC C OU N T I NG P OL IC I E S In contrast to the IFRS consolidated financial statements for the year ended 31 December 212, deferred rent incentives are no longer reported separately under Other assets or Other liabilities in these financial statements but are reported under Invest-
13 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY ment properties in order to harmonize the presentation with the industry standard. The figures for the comparative period were restated accordingly. We refer to item 6.1. Investment Properties. Contrary to the previous year, the Group s statement of recognised expenses and income was segregated and a consolidated income statement as well as a consolidated statement of comprehensive income was prepared. With the exception of this change in the presentation, the same accounting policies used for the consolidated financial statements as of 31 December 212 have been applied without change. Other exceptions are the new standards to be applied for accounting periods beginning on 1 January 213. N E W A N D R E V I SE D S TA N DA R D S A N D I N T E R PR E TAT IONS The Group applied the new and revised IFRS and interpretations listed below for the reporting year. No or no significant effects on the financial position and financial performance resulted from the application of these revised standards and interpretations. Changes are as follows: I F R S 13 FA I R VA L U E M E A S U R E M E N T The standard establishes uniform guidelines for measuring fair value. IFRS 13 does not cover the issue of when assets and liabi lities must be measured at fair value but it rather sets guidelines on how fair value should be measured appropriately under IFRS. IFRS 13 defines fair value as the exit price. In view of the guidelines of IFRS 13, the Group has reviewed its accounting policies for fair value measurement, including in particular the input parameters such as the non-performance risk when measuring the fair value of liabilities. IFRS 13 also defines further disclosures. The application of IFRS 13 had no material impact on the Group s fair value measurement. The Company presents mandatory disclosures in the notes sections referring to the particular assets and liabilities whose fair value were measured. The presentation of the fair value hierarchy can be found in item Financial Instruments. A M EN D M EN T O F I A S 1 P R ESEN TAT I O N O F I T E M S O F OT H ER CO M P R EH EN SI V E I N CO M E The amendment to IAS 1 concerns the presentation of the items of other comprehensive income. Items that will be reclassified (or recycled ) to profit or loss at a future point in time must be presented separately from items that will never be recycled. The amendment affects presentation only and has no impact on the Company s financial position or performance. As of 31 December 213, the Company shows only items in the other comprehensive income that will be recycled through profit or loss in future periods. The Company has not early adopted any other new or amended standards and interpretations that were published but are not yet mandatory. ANNUAL REP ORT 213 S TA N DA R D S PU BL I SH E D BU T NO T Y E T M A N DAT ORY Standards and interpretations published but not yet mandatory by the date on which the Group s financial statements were released are listed below. The Group intends to apply these standards from the date on which they come into force. I F R S 9 F I N A N C I A L I N S T R U M E N T S: C L A S S I F I C AT I O N AND MEA SUREMENT As part of the IASB s project for the comprehensive reorganisation of the accounting of financial instruments, the IASB published the IFRS 9 Financial Instruments as first part of the new regulations, which for the time being only applies to the classification and measurement of financial assets and financial liabilities. It requires the recognition of financial assets either at amortised cost or at fair value through profit or loss, depending on their characteristics and taking into account the business models for the administration of the financial assets. Equity instruments must always be recognised at fair value, but fluctuations in the value of equity instruments may be recognised in other comprehensive income if this option was determined upon their addition. The IASB published the second part of the IFRS 9 with the new provisions for the classification and measurement of financial liabilities in October 21. The new regulations change in particular the measurement of financial liabilities that are recognised through profit or loss by using the fair-value option. Amendments to the IFRS 9 containing new regulations on hedge accounting that replace the relevant regulations of the IAS 39 were published by the IASB in November 213. With these amendments, a new universal model for hedge accounting was included in the standard, which expands the scope of the eligible underlying transactions. However, the amendments to IFRS 9 include a measurement option allowing to present all hedging relationships either according to the existing regulations of IAS 39 or according to the new provisions of IFRS 9. In addition, the IASB revoked the date for the mandatory first-time application of the IFRS 9, which had been 1 January 215. A new date for the first-time application will only be set when the standard is complete. I F R S 9 F I N A N C I A L I N S T R U M E N T S: H E D G E A CCO U N T I N G With the publication of the provisions for hedge accounting in November 213, the IASB has continued its project work of developing the new IFRS 9. As a change of the previous legal position, the standard, which is designed as change or amendment of the currently published version of the IFRS 9, lays out in particular new provisions on the possibility to designate instruments or risks, the efficiency requirements, the adjustment and dissolution of hedging relationships. The standard replaces the IFRIC Interpretation 9 Reassessment of Embedded Derivatives and it also amends some of the existing standards, including IFRS 7 governing the disclosure requirement of financial instruments, as well as the provisions of versions of the IFRS 9 already published in 29 and 21. The standard shall be applicable as from the date of publication, yet it 11
14 requires the application of the complete IFRS 9 and lays out extensive transitional provisions. So far, the EU has not endorsed the IFRS 9. IFRS 9 FINANCIAL INSTRUMENTS This project is expected to be completed in 214. The application of the first part of phase I will have consequences on the classifi cation and measurement of the financial assets of the Group. No material effect on the Group s financial position and financial performance is expected from the second part of this project phase. The third phase of the project, completed in November 213, is related to hedge accounting. In order to present a comprehensive picture of potential consequences, the Group will quantify the effect only in connection with the other phases once they have been published. I F R S 1 CO N S O L I DAT E D F I N A N C I A L S TAT E M E N T S The IFRS 1 was published in May 211 and shall be applied for the first time to fiscal years beginning on or after 1 January 214. The new standard replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also includes the interpretation SIC-12 Consolidation Special Purpose Entities. IFRS 1 establishes a single control model that applies to all entities including special purpose entities. Furthermore, the revised transitional provisions for IFRS 1-12 designed to facilitate the first-time appli cation of the new standards were published in June 212. The changes introduced by IFRS 1 will require Management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared to former legislation. According to the results of the analysis, IFRS 1 is not expected to have any impact on the classification of the investments currently held by the Group. IFRS 12 DISCLOSURE OF INTERESTS IN OTHER ENTITIES The IFRS 12 was published in May 211 and shall be applied for the first time to fiscal years beginning on or after 1 January 214. The standard stipulates uniform criteria for the disclosure requirements for the accounting for consolidated financial statements and also includes the disclosures for subsidiaries that were previously governed by IAS 27 as well as all of the disclosures that were previously included in IAS 31 and IAS 28 relating to joint arrangements, associates and structured entities. As the standard lays out a range of additional new disclosures, the Group s disclosures relating to this group of consolidated companies will be more comprehensive in the future. A M E N D M E N T O F I A S 32 O F F S E T T I N G F I N A N C I A L A SSETS AND FINANCIAL LIABILITIES This amendment clarifies the meaning of the phrase currently have a legal right of set-off. Moreover, it clarifies the application of the set-off criteria of IAS 32 to netting arrangements (e. g. central clearing structures) which settle on a gross basis including individual transactions not occurring simultaneously. The revised 12 standard is mandatory for those reporting periods beginning on or after 1 January 214. The revision will not have any effect on the accounting methods applied by the Group; however it will entail additional disclosures. In addition, the IASB has published further changes of (existing) IFRS which will be mandatory in the future but have no effect on the consolidated financial statements C ONS OL I DAT ION PR I NC I PL E S A N D C ONS OL I DAT E D E N T I T I E S All companies in which Prime Office is directly or indirectly holding the majority of voting rights have been included in the consolidated financial statements. The companies are consolidated starting from the date on which Prime Office acquires potential control. If shares in subsidiaries are only of subordinate significance from a Group perspective, they are recognised as financial assets held for sale. Acquisitions of companies in terms of the IFRS 3 are accounted for using the acquisition method. This method distributes the acquisition costs of the acquisition to the acquired, individually identi fiable assets and liabilities and contingent liabilities according to their fair values at acquisition date. Any remaining positive difference is recognised as goodwill, any negative difference is recognised in income. Incidental acquisition costs are recognised as an expense. The disposal and acquisition of special purpose entities not representing business operations in terms of IFRS 3 is presented like a direct purchase or sale of property (asset deal). Income and expenses as well as receivables and liabilities between the fully consolidated companies are eliminated. Interim results from intra-group deliveries and services that are not realised by disposal to third parties are eliminated. The consolidated financial statements include the financial statements of the Company and its subsidiaries as of 31 December 213. The financial statements of the subsidiaries are prepared for the same reporting period as for the parent company, using consistent accounting policies. All intra-group transactions that are recognised in the carrying amount of assets are eliminated in full. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control. Their consolidation ends as soon as the control over the subsidiary ceases. The extraordinary shareholders meeting on 11 November 213 approved the merger agreement with German Acorn FinCo Verwaltungs GmbH, Cologne (hereinafter FinCo GmbH ) as the transferor entity. FinCo GmbH was a subsidiary of Prime Office. The merger of FinCo GmbH was filed in the Company s record at the Register of Companies on 15 November 213. Due to this merger agreement, the Company is the last remaining shareholder of German Acorn FinCo GmbH & Co KG, Cologne (hereinafter referred to as FinCo KG ), which has thereby merged with the Company.
15 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY In addition to Prime Office, companies in which the Company directly or indirectly holds the majority of voting rights are consolidated. The consolidated entities include the Company as well as 2 domestic subsidiaries and 17 domestic sub-subsidiaries. Apart from the already mentioned merger of FinCo GmbH and the merger of FinCo KG to the Company, eight additional domestic sub-subsidiaries were merged with a subsidiary during the year. The date of the consolidated financial statements corresponds to the date of the financial statements of the Company and the consolidated subsidiaries SIGN IF ICA N T AC C OU N T I NG J U D GE ME N T S, A S SU MP T IONS A N D E S T I M AT E S In the preparation of the consolidated financial statements, dis cretionary judgements, estimates and assumptions are made by Management and have an impact on the level of income, expenses, assets, and liabilities reported at the end of the reporting period and the disclosure of contingent liabilities. Due to the uncertainty associated with these assumptions and estimates, results may emerge which in future may lead to considerable adjustments being made to the carrying amount of the assets or liabilities concerned. AC C OU N T I NG J U D GE M E N T S In the process of applying the accounting policies, Management has made the following judgements which have the most significant effect on the amounts recognised in the financial statements. Decisions based on estimates are not taken into consideration: O P ER AT I N G L E A SE CO M M I TM EN T S G RO U P A S L ESS O R The Group has entered into commercial property lease agreements on its investment property portfolio. The analysis of the lease agreements showed that the Group retains all the significant risks and rewards incidental to ownership of these properties rented out as operating lease. E S T I M AT E S A N D A S SU M P T IONS The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below. The assumptions and estimates of the Group are based on parameters which applied on the date the consolidated financial statements were prepared. However, these circumstances and assumptions of future developments could change due to market developments and circumstances that lie outside the control of the Group. Such changes are only reflected in the assumptions once they appear. ANNUAL REP ORT 213 R E VA L UAT I O N O F I N V E S TM E N T P R O P E R T I E S The Group carries its investment properties at fair value as at the balance sheet date, with changes in fair value being recognised in the income statement. Investment property is measured on the basis of property-specific and market-relevant parameters by an independent property expert. The main property-specific and market-relevant parameters are calculated based on estimates by the external property expert. The costs of rent incentives and CAPEX measures are recognised on the basis of an estimate by Management taken into account in the independent expert s assessment. Estimates of capitalisation rates, the expected vacancy rate as well as the development of rental income are especially sensitive to valuation estimates. The fair value of the properties is measured by taking into account the ability of market participants to generate economic benefits by making the highest and best use of the property or by selling it to another market participant who finds the highest and best use for it. The valuation dated 31 December 213 was performed by a different property expert than the valuation performed on 31 December 212 and relied on the DCF ( discounted cash flow ) method (31 December 212: a core and top slice method please see the notes in the IFRS consolidated financial statements for the year ending 31 December 212). The DCF method, which is more commonly used and more transparent, compares all cash inflows and outflows associated with the investment property over a detailed period (1 years) in order to derive the net cash flows emanating from the property for each year of the period under review. This involves considering a number of parameters, such as: rent levels for initial tenants and follow-on leases, fitting and finishing costs and the lease costs for initial tenants and follow-on leases, vacancy rates and costs, non-recoverable ancillary costs and the expected capital expendi tures of the owner, total return of the capital tied up in the investment specific to each property and lease. At the end of the period under review, a sale of the property is simulated which involves measuring the property using the income capitalisation method. This is based on the assumption of stable rental income and an appropriate return on the investment. Contrary to the DCF method, the income capitalisation method is a static, single-period valuation technique which does not involve any explicit presentation of rent trends over time. The impact on the timing differences of the rents and other market or financial factors are implicit in the capitalisation rate. The cash flow resulting from the period under review and the proceeds from the simulated sale are discounted to the valuation date at an estimated interest rate that is derived from the capital markets in order to arrive at the present net value. 13
16 Deducting incidental acquisition costs (real estate transfer tax, notary fees, commission) from the net present value results in the market value of the property. The valuation technique corresponds to the Practice Statements of the Royal Institution of Chartered Surveyors Valuation Standards (VS 3.2 of the Valuation Standards). The market value of the properties of Prime Office correspond to the fair value according to IFRS 13. We refer to the disclosures in item 6.1. Investment Properties. D E F E R R E D TA X A S S E T S Deferred tax assets are recognised for all unused tax loss carry forwards to the extent that it is probable that taxable profit will be available against which the losses can be actually utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and amount of future taxable profits together with future tax planning strategies. We refer to the disclosures in item 5.9. Income Taxes SU M M A RY OF SIGN I F IC A N T AC C OU N T I NG P OL IC I E S In accordance with the IFRS framework, the consolidated financial statements have been prepared on the assumption that the Company is a going concern. The positive going concern assessment is based on the business plan prepared by Management and the measures agreed upon therein. Positive factors include in particular Group cash inflows and cash available as of the end of the reporting period. The availability of sufficient liquid assets at the level of single entities is secured through the Group s central cash management based on contractual agreements. With regard to the completion of the refinancing, we refer to the representation in item 7.1. Subsequent Events. FA I R VA LU E M E A SU R E M E N T The Group measures financial instruments, such as derivatives, and non-financial assets, such as investment properties at fair value at each balance sheet date. The fair value is the price that would be earned for the disposal of an asset or paid for the transfer of a liability on the valuation date between market participants during a regular business transaction. When measuring the fair value, it is assumed that the transaction during which the dis posal of the asset or the transfer of the liability occurs, takes place either: on the principal market for the asset or the liability or o n the most advantageous market for the asset or the liability, if there is no principal market. 14 The Group needs to have access to the principal market or the most advantageous market. The fair value of an asset or a liability is measured based on the assumptions that market participants would consider when determining the price for the asset or the liability. It is assumed that the market participants act in their best economic interest. The fair value of a non-financial asset is measured by taking into account the ability of market participants to generate economic benefits by making the highest and best use of the asset or by selling it to another market participant who finds the highest and best use for it. The Group uses valuation techniques that are appropriate under the respective circumstances and for which sufficient data for measuring fair value is available. In doing so, the use of relevant input factors which can be observed should be maximised while the use of input factors which cannot be observed should be reduced to a minimum. All assets and liabilities for which the fair value is determined or recognised in the financial statements are classified in the fair-value hierarchy described below, based on the input parameter of the lowest level relevant for the fair value measurement as a whole: Level 1 Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2 Valuation methods in which the input factor of the lowest level relevant for the fair value measurement as a whole is observ able on the market, either directly or indirectly. Level 3 Valuation methods in which the input factor of the lowest level relevant for the fair value measurement as a whole is not observ able on the market. With regard to assets and liabilities recognised on a recurring basis in the financial statements, the Group determines whether there have been any regroupings within hierarchy levels by checking the classification at the end of each reporting period (based on the input parameter of the lowest level relevant for the fair value measurement as a whole). We refer to the disclosures in item 6.1. Investment Properties and Financial Instruments. R E V E N U E R E C O GN I T ION Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue must be measured at the fair value of the consideration received, excluding VAT or other charges. The specific recognition criteria listed below must also be met before revenue is recognised.
17 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY R E N TA L I N CO M E Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term. Rent incentives, which the Group provides to tenants when a rental agreement is entered into or prolonged, are spread evenly over the term of the underlying rental agreement, even if the actual payments occur at a different time. The term of the rental agreement is measured on the non-cancellable portion of the underlying lease term plus any renewal option, provided that the Executive Board can assume the tenant is more likely than not to make use of the renewal option. I N T E R E S T I N CO M E Interest income is recognised on a time proportion basis taking into account the residual claim and the effective interest rate over the remaining term. SALE OF PROPERT Y Revenue generated from the sale of property is accounted for when all significant risks and rewards incidental to ownership have been transferred to the buyer (transfer of title, risks and rewards). TA X E S C U R R E N T TA X A S S E T S A N D L I A B I L I T I E S Current tax assets and liabilities for the current and for prior pe riods are measured at the amount expected to be recovered from or paid to the tax authorities. The determination of the amount is based on the tax rates and tax laws that are enacted or substantively enacted by the end of the reporting period. D E F E R R E D TA X E S Deferred taxes are recognised using the liability method for temporary differences at the balance sheet date between the carrying amounts of recognised assets or liabilities and their respective tax bases. Deferred tax liabilities are recognised for all taxable temporary differences, except: w here the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the net profit or loss for the period nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. ANNUAL REP ORT 213 Deferred tax assets are recognised for all deductible temporary differences, carryforwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carryforwards of unused tax credits and unused tax losses can be utilized, except: where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the net profit or loss for the period nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, a deferred tax asset is recognized only to the extent that it is probable that the temporary differences will not reverse in the foreseeable future and no sufficient taxable profit will be avail able against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised directly in equity or in other comprehensive income is recognised in equity or in other comprehensive income and not in the income statement. Deferred tax assets and deferred tax liabilities are offset, if the Group has a legally enforceable right to set off current tax assets against current tax liabilities and these relate to income taxes of the same taxable entity and the same tax authority. VA L U E A D D E D TA X Sales revenues, expenses and assets are recognised after deduction of VAT, except: where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost or as part of the expense item. Receivables and liabilities are recognised with the amount of VAT included. The amount of VAT recoverable from or payable to the tax authority is included as part of Other assets or Other liabilities in the consolidated statement of financial position. 15
18 I N V E S T M E N T PR OPE RT I E S Investment properties are measured at cost, including transaction costs upon initial recognition. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred as well as site improvements and tenant related investments if the recognition criteria are met and excludes the costs of day-to-day servicing of these properties. Subsequent to initial recognition, investment properties are stated at fair value which reflects market conditions at the end of the reporting period. Gains or losses arising from changes in the fair value of investment properties are included in the consolidated income statement in the year in which they arise. Fair values are determined on an annual basis by an accredited external independent expert in accordance with the valuation model recommended by the International Valuation Standards Committee. Items of investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Gains or losses on the retirement or disposal of investment properties are recognised through profit or loss in the respective year of retirement or disposal. Rent incentives offered to tenants in the form of rent-free periods are not allowed for in terms of impairment when measuring investment properties at fair value and are thus not reported as a separate asset but incorporated in the item investment property. We refer to the disclosures in 2.2. The accrued rent incentives are released evenly over the terms of the underlying rental agreements and therefore reduce the rental income from investment properties in future periods. T R A DE R E C E I VA BL E S, O T H E R R E C E I VA BL E S A N D O T H E R A S SE T S Trade receivables and other receivables and assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, such financial assets are subsequently measured at amortised cost using the effective interest rate method and deducting any impairment losses. If there are any objective indications of impairment, the carrying amount is reduced by using an allowance account and recognising the impairment loss in the income statement. Such items, together with the associated allowance, are derecognised when there is no realistic prospect of future recovery and all collateral has been realised or liquidated. A S SE T S H E L D F OR S A L E Non-current assets which are planned to be sold within the framework of an asset deal are reported separately as held for sale in the consolidated statement of financial position if a notarised purchase agreement was signed during the time the consolidated financial statements were prepared. In case of a share deal, not only noncurrent assets but also other assets and liabilities held for sale are reported separately in the consolidated statement of financial position. Assets held for sale are measured at fair value on the date of reclassification and on each subsequent closing date. Gains or losses from measuring individual assets held for sale and disposal groups are disclosed under income from continuing operations until they are finally sold. C A SH A N D C A SH E QU I VA L E N T S Gains or losses from the disposal of portfolio properties are determined by subtracting the carrying amount of the property from the disposal proceeds. Borrowing costs related to the acquisition of the properties are recorded as expense in the period in which they are incurred. I N TA NGI BL E A S SE T S The Company solely recognises acquired intangible assets, which are measured at cost and amortised over their respective useful lives using the straight-line method. The useful life is between three and five years. PR OPE RT Y, PL A N T A N D E QU I PM E N T Property, plant and equipment are recognised at cost less accumulated depreciation and accumulated impairment losses. The scheduled straight-line depreciation is based on the estimated useful lives of the assets. The useful lives for movable fixed assets are three to ten years. 16 Cash and cash equivalents comprise cash at banks and short-term deposits with an original maturity of up to three months (from the date of acquisition). In addition, cash and cash equivalents comprise tenants security deposits. These are balanced by liabilities in the same amount that are shown under Other liabilities. Cash and cash equivalents in the consolidated cash flow statement are defined according to the definition above and also include utilised current account overdrafts. F I N A NC I A L L I A BI L I T I E S Financial liabilities are either measured at fair value through profit or loss or classified as other financial liabilities. Regarding financial liabilities measured at fair value through profit or loss, we refer to the following bullet point Derivative financial instruments and hedge accounting. Other financial liabilities, including borrowings, are initially recognised at fair value less transaction costs.
19 CO N S O L I DAT E D FI N A N CI A L STAT E M E N T S CO M B I N ED M A N AGEM EN T REP O R T D ECL A R AT I O N O F T H E L EG A L REPRESEN TAT I V ES AU D I T O PIN I O N REP O R T O F T H E SU PERV IS O RY B OA RD CO RP O R AT E GOV ERN A N CE REP O R T GLO SS A RY After initial recognition, other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expenses recognised based on the effective interest rate. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating the interest expense to the relevant periods. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial liability. The Group derecognises financial liabilities when the obligation under the liability is discharged, cancelled or expired. DE R I VAT I V E F I N A NC I A L I NS T RU M E N T S A N D H E D GE AC C OU N T I NG The Group uses derivative financial instruments such as interest rate swaps and interest caps to hedge against interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are measured at fair value in subsequent periods. Derivative financial instruments are carried as assets if the fair value is positive and as liabilities if the fair value is negative. Gains or losses from changes in the fair value of derivative financial instruments that do not meet the criteria for hedge accounting are recognised directly through profit or loss. The fair value of interest rate swap or interest cap contracts is determined with reference to the market value of similar instruments. Hedging instruments are classified as cash flow hedges, because a risk of fluctuations of cash flows is hedged that is attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or with the foreign currency risk in an unrecognised firm commitment. At the inception of a hedging relationship, the Group formally determines and documents the hedging relationship and the risk management objective and strategy with respect to the hedge. The documentation includes the specification of the hedging instrument, the underlying or hedged transaction, the nature of the risk being hedged and how the entity has determined the hedging instrument s effectiveness in offsetting the risk of changes in the underlying transaction s fair value or cash flows. Such hedge relationships are considered to be highly effective in offsetting the risks from changes in the fair value or in the cash flows. They are assessed on an ongoing basis to determine that they actually have been highly effective throughout the reporting periods for which the hedging relationship was specified. Hedges which meet the strict criteria for hedge accounting are accounted for as follows: ANNUAL REP ORT 213 C A SH FLOW HEDGES The effective portion of the gain or loss on the hedging instrument is recognised as other comprehensive income and reported under the Cash flow hedge reserve, while any ineffective portion is recognised immediately through profit or loss. Amounts recognised in other comprehensive income are transferred to the income statement in the period in which the hedged transaction affects the profit or loss for the respective period, e. g. when the hedged financial income or financial expenses are recognised or when a forecast sale occurs. If the hedging results in the recognition of a non-financial asset or non-financial liability, the amounts recognised in other comprehensive income are transferred to the cost of the asset at the time of acquisition of the non-financial asset or liability. If the forecast transaction or firm commitment is no longer expected to occur, amounts previously recognised in equity or in other comprehensive income are transferred to the income statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover to another hedging instrument, amounts previously recognised in equity or in other comprehensive income remain in equity as a separate item until the forecast transaction or firm commitment occurs. The same applies if it is found that the hedging instrument no longer meets the criteria for hedge accounting. L E A SE S GROUP A S LESSOR Leases where the Group does not transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee are classified as operating leases. All properties of the Group are classified as operating leases, because all material risks and rewards of the properties owned by the Group remain with the Company. Thus, all properties are accounted for with the Company as lessor. Income from lease operations is recognised on a straight-line basis by taking into account the rentfree periods over the term of the rental agreement. 3. SEGMENT REPORTING IFRS 8 requires the management approach for segment reporting, which means that the operating segments information is reported based on the internal reporting structure. The business activity of the Group consists solely of leasing out property to commercial tenants in Germany. According to IFRS 8, this constitutes one reporting segment that comprises all the oper ating activities of the Group. 17
20 The reporting for this segment corresponds to the internal reporting submitted to the Executive Board acting as the chief operating decision-maker. Consequently, the statement of financial position, the income statement and the statement of comprehensive income prepared by the Group are consistent with the single reporting segment of leasing out property to commercial tenants in Germany. We also refer to Note 5.1. Rental income from investment properties. 4. BUSINESS COMBINATIONS The Group made use of German Acorn s asset-management and other services. German Acorn was a real-estate service provider and had a staff of 27 to the date of the merger with the Company. It provided services such as management, controlling and financing services and invoiced these services with a mark-up (see note 7.1.). In addition, German Acorn provided the asset management for the Group s property portfolio and received compensation as a percentage of the rental proceeds. No consideration was granted for the transfer of German Acorn s assets to the Company. Pursuant to section 68 para. 1 sentence 3 Umwandlungsgesetz ( Transformation Act ), the Company refrains from granting shares as a consideration for the transfer of German Acorn s assets to the Company. The shareholders of German Acorn waived their right of being granted shares of the Company. The merger of German Acorn is accounted for as a business combination under common control. The date on which Prime Office gained control over German Acorn was 11 November 213, the day the merger agreement was signed. On that date, the assets and lia bilities of German Acorn were recognised with their book values according to IFRS for the first time, as accounted for in the higher-level consolidated financial statements of the ultimate parent company. These book values approximately correspond to the fair values of the assets and liabilities. The difference, which was identified as the net assets of German Acorn, was allocated to the Company s capital reserve. The book values of German Acorn s identifiable assets and liabilities at the date control was gained are as follows: in EUR k Book values at the date control was gained Assets Intangible assets 715 Property, plant and equipment 224 Trade receivables 329 Receivables from related companies 281 Other assets and liabilities 25 Cash and cash equivalents 163 1,737 Liabilities Trade payables 646 Liabilities to related companies 39 Other liabilities 6 1,555 Total identified net assets at book value 182 Allocation to capital reserve NOTES TO THE CONSOLIDATED INCOME STATEMENT 5.1. R E N TA L I NC OM E F R OM I N V E S T M E N T PR OPE RT I E S Rental income from investment properties in the reporting year was as follows: in EUR k Rental income from property leases 86,819 93,165 Rental income from garages 5,523 5,53-2,996-3,23 89,346 95,492 Rent-free periods The rental income from property leases and garages consists of the nominal rent agreed on in the contract. The negative value for rent-free periods relates to the release of the deferred rent incentives that are released consistently over the term of the underlying rental agreements, reducing revenue in the process. 18