Other Notes
1. Rental income
| in CHF thousand | Switzerland | France | Germany | Netherlands | Total |
|---|---|---|---|---|---|
| Financial year 2010/2011 | |||||
| Rental income in reporting currency | 17 481 | 31 300 | 26 307 | 16 072 | 91 160 |
| Rental income in local currency | 17 481 | 23 407 | 19 673 | 12 019 | |
| Financial year 2011/2012 | |||||
| Rental income in presentation currency | 15 778 | 21 878 | 23 251 | 12 271 | 73 178 |
| Rental income in local currency | 15 778 | 18 037 | 19 170 | 10 117 | |
| Change to prior year in local currency | –1 703 | –5 370 | –503 | –1 902 | |
| arising from: | |||||
| – Purchases | 0 | 0 | 0 | 0 | |
| – Disposals | –3 671 | 0 | –819 | –1 380 | |
| – Vacancy and indexation | 1 968 | –5 370 | 316 | –522 |
The CHF 18.0 million reduction in rental income (previous year: reduction of CHF 11.5 million) stems from the sales that have been made in the last two financial years combined with the depreciation of the euro against the Swiss franc and the temporary vacancy in Berne and Paris due to renovation work.
2. Result from the sale of investment propertie
| in CHF thousand | 1.4.2011 to 31.3.2012 | 1.4.2010 to 31.3.2011 |
|---|---|---|
| Sales proceeds | 36 020 | 98 734 |
| Market value as of the last valuation | –38 827 | –94 867 |
| Result from the sale of investment properties | –2 807 | 3 867 |
In the last financial year seven investment properties were sold, four in the Netherlands and three in Germany (previous year: three properties sold). For six of the seven investment properties the selling price was equal to or slightly above the market value and for one property it was CHF 2.5 million below the market value. This loss plus selling costs led to an overall loss of CHF 2.8 million on the sale of investment properties.
3. Real estate expense
| in CHF thousand | 1.4.2011 to 31.3.2012 | 1.4.2010 to 31.3.2011 |
|---|---|---|
| Property taxes | –310 | –465 |
| Legal fees | –185 | –273 |
| Bad debts | 21 | –237 |
| External property management fees | –500 | –462 |
| Non recoverable service charges | –4 923 | –3 991 |
| Other property-related expense | –1 539 | –1 717 |
| Total real estate expense | –7 436 | –7 144 |
4. Administrative expense
| in CHF thousand | 1.4.2011 to 31.3.2012 | 1.4.2010 to 31.3.2011 |
|---|---|---|
| Salaries and Board of Directors' fees | –5 434 | –6 664 |
| Valuation | –228 | –365 |
| Audit | –561 | –597 |
| Legal and tax advisory | –386 | –510 |
| Other taxes | –423 | –339 |
| Depreciation | –219 | –150 |
| Bookkeeping and IT | –947 | –937 |
| Other advisory and investor relations | –752 | –1 096 |
| Other administrative expense | –965 | –324 |
| Total administrative expense | –9 915 | –10 982 |
Total administrative expenses decreased by CHF 1.1 million during the current year compared with a reduction of CHF 3.5 million in 2010/2011. The decrease during the current year mainly stems from lower salaries due to changes within the Group Management.
5. Financial expense and income
| in CHF thousand | 1.4.2011 to 31.3.2012 | 1.4.2010 to 31.3.2011 |
|---|---|---|
| Financial expense | ||
| Mortgage interest expense 1 | –37 362 | –46 463 |
| Interest expense and other financial charges 1 | –1 750 | –2 069 |
| Interest expense 4% bond Züblin Immobilien Holding AG 1 | –1 652 | – |
| Interest expense mandatory convertible securities Züblin France | –224 | –333 |
| Total financial expense | –40 988 | –48 865 |
| Financial income | ||
| Interest income 2 | 570 | 110 |
| Currency translation adjustments 3 | 1 774 | 1 955 |
| Total financial income | 2 344 | 2 065 |
| Total net financial expense | –38 644 | –46 800 |
1The liabilities associated with these costs belong to the category “Financial liabilities at amortized cost”.
2The liability associated with this expense is included in the category “Financial instruments valued at fair value through the income statement”.
3Thereof profit of CHF 0.6 million due to derecognition of CTA in equity of the six subholding companies Züblin Investment G1 to G6 subsequent their liquidation.
Financial expense
Total financial expenses declined by CHF 7.9 million during the current year to CHF 41.0 million (previous year CHF 48.9 million). The decrease arose from the decline in mortgage interest expenses in the wake of the significant asset sales as well as the reduction of other financial liabilities and the impact of the lower Swiss franc-euro exchange rate. On the other hand, there were interest expenses for the bond issued in the reporting financial year.
Financial income
The Züblin Group recorded financial income of CHF 2.3 million (previous year CHF 2.1 million). The financial income stems mainly from positive currency translation of euro liabilities repaid within the reporting year.
6. Income taxes
| in CHF thousand | Switzerland | France | Germany | Netherlands | Holding 1 | Total |
|---|---|---|---|---|---|---|
| Financial year 2011/2012 | ||||||
| Income taxes in profit and loss | ||||||
| Current taxes | – | – | – | – | –48 | –48 |
| Current taxes from prior year | 175 | – | 205 | – | – | 380 |
| Total current taxes | 175 | – | 205 | – | –48 | 332 |
| Changes in tax loss carry forwards | 1 652 | – | 1 339 | – | – | 2 991 |
| Changes in valuation | –7 895 | – | –2 344 | – | – | –10 239 |
| Changes in other positions | –181 | – | 8 | – | 38 | –135 |
| Impact from change in holding period | 2 112 | – | – | – | – | 2 112 |
| Total deferred taxes | –4 312 | – | –997 | – | 38 | –5 271 |
| Total income taxes in profit and loss | –4 137 | – | –792 | – | –10 | –4 939 |
| Income taxes in comprehensive income statement | ||||||
| Current taxes | – | – | – | – | – | – |
| Deferred taxes in equity | 3 024 | – | 693 | – | – | 3 717 |
| Total income taxes in comprehensive income statement | 3 024 | – | 693 | – | – | 3 717 |
| Financial year 2010/2011 | ||||||
| Income taxes in profit and loss | ||||||
| Current taxes | –1 011 | – | – | – | –272 | –1 283 |
| Current taxes from prior year | – | – | 1 010 | – | – | 1 010 |
| Total current taxes | –1 011 | – | 1 010 | – | –272 | –273 |
| Changes in tax loss carry forwards | 484 | – | 4 820 | – | – | 5 304 |
| Changes in valuation | –4 442 | – | –2 800 | – | – | –7 242 |
| Changes in other positions | –653 | – | 147 | – | 27 | –479 |
| Total deferred taxes | –4 611 | – | 2 167 | – | 27 | –2 417 |
| Total income taxes in profit and loss | –5 622 | – | 3 177 | – | –245 | –2 690 |
| Income taxes in comprehensive income statement | ||||||
| Current taxes | 234 | – | – | – | – | 234 |
| Deferred taxes in equity | –334 | – | –1 329 | – | – | –1 663 |
| Total income taxes in comprehensive income statement | –100 | – | –1 329 | – | – | –1 429 |
1Related to all non-property companies.
Income tax reconciliation
| in CHF thousand | Switzerland | France | Germany | Netherlands | Holding 1 | Consolidaton | Total |
|---|---|---|---|---|---|---|---|
| Financial year 2011/2012 | |||||||
| Profit before tax | 22 725 | 2 645 | –330 | –13 470 | 4 428 | –6 339 | 9 659 |
| Reference rate 2 | 21.17% | 0.00% | 31.11% | 25.00% | 8.99% | 7.83% | 12.86% |
| Income taxes at reference rate | –4 811 | – | 103 | 3 368 | –398 | 496 | –1 242 |
| Income taxes recogized in Profit & Loss | –4 137 | – | –792 | – | –10 | – | –4 939 |
| Difference | 674 | – | –895 | –3 368 | 388 | –496 | –3 697 |
| Adjustments: | |||||||
| – Non tax-deductible expenses | – | – | –202 | –44 | – | –176 | –422 |
| – Non-taxable income | 519 | – | – | – | – | 519 | |
| – Changes in tax rates on deferred tax positions | –1 540 | – | – | – | – | – | –1 540 |
| – Items taxed at other than reference rate | 1 538 | – | – | – | 68 | – | 1 606 |
| – Changes in loss carry forwards not recognized | 137 | – | –743 | –3 324 | 320 | –320 | –3 930 |
| – Income taxes from previous periods | 175 | – | 172 | – | – | – | 347 |
| – Others | –155 | – | –122 | – | – | – | –277 |
| Financial year 2010/2011 | |||||||
| Profit before tax | 15 475 | 15 106 | –17 588 | –4 180 | 2 341 | –1 187 | 9 967 |
| Reference rate 2 | 22.00% | 0.00% | 31.11% | 25.07% | 14.61% | 7.83% | 28.74% |
| Income taxes at reference rate | –3 405 | – | 5 471 | 1 048 | –342 | 93 | 2 865 |
| Income taxes recogized in Profit & Loss | –5 622 | – | 3 177 | – | –245 | – | –2 690 |
| Difference | –2 217 | – | –2 294 | –1 048 | 98 | –93 | –5 554 |
| Adjustments: | |||||||
| – Non tax-deductible expenses | – | – | –288 | –48 | – | – | –336 |
| – Non-taxable income | – | – | 87 | – | 82 | –93 | 76 |
| – Changes in tax rates on deferred tax positions | –1 312 | – | – | – | – | – | –1 312 |
| – Items taxed at other than reference rate | –658 | – | – | – | 16 | – | –642 |
| – Changes in loss carry forwards not recognized | – | – | –3 275 | –991 | – | – | –4 266 |
| – Income taxes from previous periods | – | – | 974 | – | – | – | 974 |
| – Others | –247 | – | 208 | –9 | – | – | –48 |
1Related to all non-property companies.
2The reference tax rate for the Group is calculated at 12.86% (prior year 28.74%). The calculation was made using absolute numbers.
Income taxes
In the past financial year the Züblin Group incurred an income tax expense of CHF 4.9 million, compared with an expense of CHF 2.7 million in the prior year. The most important changes in each of our operating countries are set out below. The fall in the weighted average tax rate from 28.74% to 12.86% was primarily due to changes in the share of individual country results in the total.
Switzerland
The income tax expense in Switzerland amounted to CHF 4.1 million (previous year CHF 5.6 million), of which CHF 0.2 million related to a current taxes income (previous year expense of CHF 1.0 million) and an expense of CHF 4.3 million (previous year expense of CHF 4.6 million) to deferred taxes. The deferred tax expense comprises an expense of CHF 5.9 million from valuation differences and tax income of CHF 1.6 million from tax loss carryforwards. The deferred tax expense of CHF 5.9 million from valuation differences contains a positive effect of CHF 2.1 million as a result of the change in the assumption for the minimum holding period set out in 3.2.2.
France
Due to the company's SIIC status, the Company is not liable for income taxes in France. Accordingly, there was no tax expense in the reporting financial year. Under the current SIIC regime, if the French entity disposes of any property within the first five years after acquisition, it is liable for a one-off payment of 25% of the initial purchase price.
Germany
There was an income tax expense of CHF 0.8 million (previous year: income of CHF 3.1 million) in Germany, consisting of income of CHF 0.2 million (previous year: income of CHF 1.0 million) from current taxes and an expense of CHF 1.0 million (previous year: income of CHF 2.2 million) from deferred taxes.
Netherlands
There was no impact from income taxes in the Netherlands either in the reporting year nor in the previous year.
7. Earnings per share
| in CHF | 1.4.2011 to 31.3.2012 | 1.4.2010 to 31.3.2011 |
|---|---|---|
| Average number of shares entitled to dividends | 59 165 446 | 59 111 806 |
| Earnings of shareholders of Züblin Immobilien Holding AG | 3 304 293 | –806 064 |
| Earnings per share | 0.06 | –0.01 |
Züblin Immobilien Holding AG no longer has any equity instruments which lead to a dilution.
8. Investment properties
Financial year 2011/2012
| in CHF thousand | Switzerland | France | Germany | Netherlands | Total |
|---|---|---|---|---|---|
| Balance as of 31.3.2011 | 337 560 | 405 067 | 360 494 | 178 909 | 1 282 030 |
| Purchases | 0 | 0 | 0 | 0 | 0 |
| Value-enhancing investments | 17 515 | 8 233 | 8 281 | 1 000 | 35 029 |
| Sales | 0 | 0 | –7 699 | –31 128 | –38 827 |
| Positive change in market value of investment properties | 24 488 | 5 104 | 3 961 | 38 | 33 591 |
| Negative change in market value of investment properties | –9 203 | –5 720 | –7 615 | –13 639 | –36 177 |
| Currency translation adjustments | 0 | –29 954 | –26 591 | –12 959 | –69 503 |
| Balance as of 31.3.2012 | 370 360 | 382 730 | 330 830 | 122 221 | 1 206 143 |
| – of which investment properties | 304 200 | 382 730 | 264 464 | 121 498 | 1 072 892 |
| – of which held for sale | 66 160 | 0 | 66 368 | 723 | 133 251 |
| Reconciliation of market value to book value as of 31.3.2012 | |||||
| Valuation by external appraiser 1 | 370 360 | 382 730 | 330 832 | 123 112 | 1 207 034 |
| Valuation adjustment property held for sale 2 | 0 | 0 | 0 | –891 | –891 |
| Balance as of 31.3.2012 | 370 360 | 382 730 | 330 832 | 122 221 | 1 206 143 |
1The report of the independent appraisers (Wüest & Partner [CH + GER], BNP Paribas [FR] and Troostwijk [NL] as of 31 March 2012 may be found on pages 159 to 164.
2In certain cases, the Company has made adjustments to the valuations from the external appraisers. In particular, these adjustments were made in cases where, as of the balance sheet date, the Company was in sales negotiations for the sale of a property, the effects of which were not yet reflected in the external valuation.
The reduction in the value of the investment properties from CHF 1 282.0 million to CHF 1 206.1 million stems primarily from the following factors:
- The value of the portfolio was increased by investments of CHF 35.0 million (previous year 50.2 million) which the Company made in the reporting period. Approximately 50% of these investments were in Switzerland and related to the renovation projects in Zurich, Berne and Geneva. Furthermore, value enhancing investments in the amount of CHF 8.2 million were made in Paris and of CHF 8.3 million in Germany, mainly in Dortmund.
- At the same time the Company sold properties for CHF 38.8 million (previous year CHF 93.9 million). The sales were in Germany and the Netherlands and are in line with the investment strategy of the Züblin Group.
- A further reduction in the value of the portfolio resulted from the net downward revaluation of the investment properties of CHF 2.6 million (previous year CHF –17.0 million). While values rose in Switzerland, the positive impacts were offset mainly by the downward revaluations in the Netherlands. The positive change in market value in Switzerland stems from lower discount rates caused by the declined yields on the transaction market. In the Netherlands, the decline in market value is a result of structural problems in the real estate sector.
- The devaluation of the euro against the Swiss franc also had a negative impact of CHF 69.5 million (previous year CHF 94.2 million) on the overall value of the portfolio.
- The fire insurance value of the investment properties amounts to CHF 1 060.8 million (previous year CHF 1 275.1 million).
A complete list of all investment properties along with all information in accordance with the Directive on Financial Reporting of the SIX Swiss Exchange can be found on pages 29 to 45. This additional information is integral part of the notes to the consolidated financial statements.
Financial year 2010/2011
| in CHF thousand | Switzerland | France | Germany | Netherlands | Total |
|---|---|---|---|---|---|
| Balance as of 31.3.2010 | 372 800 | 438 230 | 422 247 | 203 713 | 1 436 990 |
| Purchases | 0 | 0 | 0 | 0 | 0 |
| Value-enhancing investments | 35 765 | 2 853 | 9 361 | 2 198 | 50 177 |
| Sales | –77 743 | 0 | –16 126 | 0 | –93 869 |
| Positive change in market value of investment properties | 18 164 | 7 322 | 4 319 | 4 052 | 33 857 |
| Negative change in market value of investment properties | –11 426 | –4 158 | –22 278 | –13 039 | –50 901 |
| Currency translation adjustments | 0 | –39 180 | –37 029 | –18 015 | –94 224 |
| Balance as of 31.3.2011 | 337 560 | 405 067 | 360 494 | 178 909 | 1 282 030 |
| – of which investment properties | 337 560 | 405 067 | 352 040 | 167 140 | 1 261 807 |
| – of which held for sale | 0 | 0 | 8 454 | 11 769 | 20 223 |
| Reconciliation of market value to book value as of 31.3.2011 | |||||
| Valuation by external appraiser 1 | 337 560 | 405 067 | 363 162 | 183 787 | 1 289 576 |
| Valuation adjustment property held for sale 2 | 0 | 0 | –2 668 | –4 878 | –7 546 |
| Balance as of 31.3.2011 | 337 560 | 405 067 | 360 494 | 178 909 | 1 282 030 |
1The report of the independent appraisers (Wüest & Partner [CH + GER], BNP Paribas [FR] and Troostwijk [NL] as of 31 March 2011 may be found in the annual report 2010/2011.
2In certain cases, the Company has made adjustments to the valuations from the external appraisers. In particular, these adjustments were made in cases where, as of the balance sheet date, the Company was in sales negotiations for the sale of a property, the effects of which were not yet reflected in the external valuation.
9. Furnishing
| in CHF thousand | Office furnishing and fittings | EDP | Total 2011/2012 | Total 2010/2011 |
|---|---|---|---|---|
| Acquisition costs | ||||
| Balance as of 1.4. | 2 820 | 1 406 | 4 226 | 4 290 |
| Additions | 138 | 205 | 343 | 73 |
| Disposals | 0 | 0 | 0 | –60 |
| Currency translation adjustments | –54 | –5 | –59 | –77 |
| Balance as of 31.3. | 2 904 | 1 606 | 4 510 | 4 226 |
| Accumulated depreciation | ||||
| Balance as of 1.4. | 2 422 | 1 351 | 3 773 | 3 734 |
| Additions | 157 | 62 | 219 | 150 |
| Disposals | 0 | 0 | 0 | –74 |
| Currency translation adjustments | –29 | –4 | –33 | –37 |
| Balance as of 31.3. | 2 550 | 1 409 | 3 959 | 3 773 |
| Net book value as of 31.3. | 354 | 197 | 551 | 453 |
10. Deferred tax assets and liabilities
| in CHF thousand | Switzerland | France | Germany | Netherlands | Holding 1 | Total |
|---|---|---|---|---|---|---|
| Financial year 2011/2012 | ||||||
| Deferred tax assets arising from: | ||||||
| – Tax loss carry-forwards | 4 926 | 0 | 9 380 | 0 | 0 | 14 306 |
| – Negative valuations of investment properties | 0 | 0 | 0 | 3 152 | 0 | 3 152 |
| – Derivative financial instruments | 0 | 0 | 2 140 | 0 | 0 | 2 140 |
| – Other valuation differences | 0 | 0 | 0 | 0 | 170 | 170 |
| Total deferred tax assets as of 31.3.2012 | 4 926 | 0 | 11 520 | 3 152 | 170 | 19 768 |
| Deferred tax liabilities arising from: | ||||||
| – Positive valuations of investment properties | 24 706 | 0 | 8 214 | 3 152 | 0 | 36 072 |
| – Derivative financial instruments | 0 | 0 | 0 | 0 | 0 | 0 |
| – Other valuation differences | 833 | 0 | 75 | 0 | 0 | 908 |
| Total deferred tax liabilities as of 31.3.2012 | 25 539 | 0 | 8 289 | 3 152 | 0 | 36 980 |
| Net amounts as presented in balance sheet | ||||||
| Presented deferred tax assets | 0 | 0 | 3 438 | 0 | 170 | 3 608 |
| Presented deferred tax liabilities | 20 613 | 0 | 207 | 0 | 0 | 20 820 |
| Net deferred tax liabilities | ||||||
| Balance as of 31.3.2011 | –19 325 | 0 | 3 814 | 0 | 132 | –15 379 |
| Deferred taxes recognized in Profit & Loss | –4 312 | 0 | –997 | 0 | 38 | –5 271 |
| Deferred taxes recognized in equity | 3 024 | 0 | 693 | 0 | 0 | 3 717 |
| Currency translation adjustments | 0 | 0 | –278 | 0 | 0 | –278 |
| Balance as of 31.3.2012 | –20 613 | 0 | 3 231 | 0 | 170 | –17 211 |
1Related to all non-property companies.
| in CHF thousand | Switzerland | France | Germany | Netherlands | Holding 1 | Total |
|---|---|---|---|---|---|---|
| Financial year 2010/2011 | ||||||
| Deferred tax assets arising from: | ||||||
| – Tax loss carry-forwards | 585 | 0 | 8 694 | 0 | 0 | 9 279 |
| – Negative valuations of investment properties | 0 | 0 | 540 | 4 922 | 0 | 5 462 |
| – Derivative financial instruments | 0 | 0 | 1 615 | 0 | 0 | 1 615 |
| – Other valuation differences | 0 | 0 | 0 | 0 | 132 | 132 |
| Total deferred tax assets as of 31.3.2011 | 585 | 0 | 10 849 | 4 922 | 132 | 16 488 |
| Deferred tax liabilities arising from: | ||||||
| – Positive valuations of investment properties | 18 923 | 0 | 6 898 | 4 922 | 0 | 30 743 |
| – Derivative financial instruments | 334 | 0 | 0 | 0 | 0 | 334 |
| – Other valuation differences | 653 | 0 | 137 | 0 | 0 | 790 |
| Total deferred tax liabilities as of 31.3.2011 | 19 910 | 0 | 7 035 | 4 922 | 0 | 31 867 |
| Net amounts as presented in balance sheet | ||||||
| Presented deferred tax assets | 585 | 0 | 4 132 | 0 | 132 | 4 849 |
| Presented deferred tax liabilities | 19 910 | 0 | 318 | 0 | 0 | 20 228 |
| Net deferred tax liabilities | ||||||
| Balance as of 31.3.2010 | –14 380 | 0 | 3 370 | 0 | 105 | –10 905 |
| Deferred taxes recognized in Profit & Loss | –4 611 | 0 | 2 166 | 0 | 27 | –2 418 |
| Deferred taxes recognized in equity | –334 | 0 | –1 329 | 0 | 0 | –1 663 |
| Currency translation adjustments | 0 | 0 | –393 | 0 | 0 | –393 |
| Balance as of 31.3.2011 | –19 325 | 0 | 3 814 | 0 | 132 | –15 379 |
1Related to all non-property companies.
| in CHF thousand | Switzerland | France | Germany | Netherlands | Holding 1 | Total |
|---|---|---|---|---|---|---|
| Tax loss carry-forwards | ||||||
| As of 31.3.2012 | 23 271 | 49 098 | 91 455 | 36 619 | 351 966 | 552 409 |
| Maturity within | ||||||
| 1 to 12 months | 0 | 0 | 0 | 0 | 0 | 0 |
| 1 to 3 years | 0 | 0 | 0 | 2 540 | 0 | 2 540 |
| 3 to 5 years | 461 | 0 | 0 | 2 393 | 87 231 | 90 085 |
| more than 5 years | 22 810 | 0 | 0 | 31 686 | 264 735 | 319 231 |
| without time limitation | 0 | 49 098 | 91 455 | 0 | 0 | 140 553 |
| Captialization: | ||||||
| not capitalized | 0 | 49 098 | 59 017 | 36 619 | 351 966 | 496 700 |
| capitalized | 23 271 | 0 | 32 438 | 0 | 0 | 55 709 |
| capitalized at reference tax rate | 4 926 | 0 | 9 380 | 0 | 0 | 14 306 |
| As of 31.3.2011 | 2 763 | 49 444 | 96 019 | 11 260 | 335 072 | 494 558 |
| Maturity within | ||||||
| 1 to 12 months | 0 | 0 | 0 | 0 | 0 | 0 |
| 1 to 3 years | 0 | 0 | 0 | 3 452 | 0 | 3 452 |
| 3 to 5 years | 0 | 0 | 0 | 2 583 | 0 | 2 583 |
| more than 5 years | 2 763 | 0 | 0 | 5 225 | 335 072 | 343 060 |
| without time limitation | 0 | 49 444 | 96 019 | 0 | 0 | 145 463 |
| Captialization: | ||||||
| not capitalized | 0 | 49 444 | 61 587 | 11 260 | 335 072 | 457 363 |
| capitalized | 2 763 | 0 | 34 432 | 0 | 0 | 37 195 |
| capitalized at reference tax rate | 585 | 0 | 8 694 | 0 | 0 | 9 279 |
1Related to all non-property companies.
11. Trade accounts receivable
| in CHF thousand | 31.3.2012 | 31.3.2011 | ||
|---|---|---|---|---|
| Accounts receivable | Value adjustment | Accounts receivable | Value adjustment | |
| Not yet due | 4 728 | – | 5 406 | – |
| < 30 days past due | 415 | – | 394 | –57 |
| 30–60 days past due | 403 | –7 | 339 | –32 |
| 61–90 days past due | 119 | –7 | 235 | –14 |
| 91–180 days past due | 170 | –61 | 229 | –54 |
| 181–360 days past due | 464 | –370 | 2 057 | –1 893 |
| Total | 6 299 | –445 | 8 660 | –2 050 |
| Total accounts receivable | 5 854 | 6 610 |
Value adjustment for doubtful receivables
| in CHF thousand | 2011/2012 | 2010/2011 |
|---|---|---|
| Balance 1.4 | –2 050 | –1 938 |
| Changes in value adjustment for doubtful receivables | –178 | 35 |
| Utilisation of value adjustment for doubtful receivables | 1 365 | 84 |
| Release of value adjustment for doubtful receivables | 268 | –411 |
| Currency translation adjustments | 150 | 180 |
| Balance 31.3. | –445 | –2 050 |
12. Cash and cash equivalents
As of the balance sheet date, the Company had cash and cash equivalents of CHF 39.6 million (previous year CHF 51.4 million), which are comprised solely of freely available cash balances.
13. Share capital
| Number of shares | in CHF thousand | |
|---|---|---|
| Issued shares at a nominal value CHF 1.00 as of 31.3.3010 | 59 724 486 | 59 724 |
| No changes in capital structure in financial year 2010/2011 | – | – |
| Issued shares at a nominal value CHF 1.00 as of 31.3.2011 | 59 724 486 | 59 724 |
| No changes in capital structure in financial year 2011/2012 | – | – |
| Issued shares at a nominal value CHF 1.00 as of 31.3.2012 | 59 724 486 | 59 724 |
In order to strengthen the Company's balance sheet, the Board of Directors will propose at the Annual General Meeting on 29 June 2012 that no dividend nor par value reduction will be paid.
The Company's holding of treasury shares during financial year 2011/2012 was as follows:
| Number of shares | in CHF thousand | |
|---|---|---|
| Balance as of 31.3.2010 | 627 432 | 3 017 |
| Purchase of treasury shares | 1 256 263 | 4 775 |
| Sale of treasury shares | –1 426 100 | –5 604 |
| Result from treasury shares | –401 | |
| Balance as of 31.3.2011 | 457 595 | 1 787 |
| Purchase of treasury shares | 677 288 | 2 302 |
| Sale of treasury shares | –385 006 | –1 343 |
| Result from treasury shares | –114 | |
| Balance as of 31.3.2012 | 749 877 | 2 632 |
14. Non-controlling interests
The following non-controlling interests represent the part of Züblin Immobilière France SA which is not held by Züblin Immobilien Holding AG:
| 31.3.2012 | 31.3.2011 | |
|---|---|---|
| Non-controlling interests in EUR thousand | 46 857 | 49 361 |
| Non-controlling interests in CHF thousand | 56 440 | 64 194 |
| Non-controlling interests in percentage | 53.51% | 53.51% |
Share capital structure of Züblin Immobilière France SA (ZIF)
| in CHF thousand | 31.3.2012 | 31.3.2011 |
|---|---|---|
| Number of shares | 9 745 551 | 9 172 283 |
| Number of shares of conversion 2.0% mandatory convertible | 2 656 250 | 2 500 000 |
| Fully diluted number of shares | 12 401 801 | 11 672 283 |
| Part of Züblin Immobilien Holding AG | ||
| In share capital of ZIF | 5 765 375 | 5 426 236 |
| In 2.0% mandatory convertible securities | – | – |
| Share of Züblin Immobilien Holding AG as a percentage | ||
| In share capital of ZIF | 59.16% | 59.16% |
| In fully diluted share capital of ZIF | 46.49% | 46.49% |
Züblin Immobilien Holding AG holds 59.16% of the shares of Züblin Immobilière France SA and 46.49% on a fully diluted basis. The difference in this ownership stake arises from the fact that the 10-year Mandatory Convertible Securities issued by Züblin Immobilière France SA in August 2007 for EUR 35.5 million are assumed to be fully converted for the purposes of the consolidated financial statements, reflecting the economic substance of the transaction. The 2.0% Mandatory Convertible Securities are held in their entirety by Montalcino S.à.r.l., a company controlled by the Forum Group. At the current conversion price the securities can be converted into 2656250 shares. An analysis of this impact is shown in the table above. The increased amount of shares compared to the previous year stems from the stock dividend. Accordingly, the conversion price of the Mandatory Convertible Securities has been adjusted.
Despite the fact that the ownership stake in Züblin Immobilière France SA is below 50%, the company is fully consolidated in the consolidated financial statements. As of the balance sheet date, Züblin Immobilien Holding AG continued to exercise control as it holds an absolute majority of voting shares with voting rights and appoints the majority of the members of the Board of Directors.
15. Future contractual maturites
| in CHF thousand | Carrying value | Interest | < 1 year amortisation | Interest | 1 to 5 years amortisation | Interest | > 5 years amortisation |
|---|---|---|---|---|---|---|---|
| Mortgages | 773 930 | 17 367 | 217 295 | 28 706 | 603 177 | 0 | 0 |
| Bond | 59 102 | 2 400 | 0 | 7 200 | 60 000 | 0 | 0 |
| Mandatory convertible security | 3 719 | 855 | 0 | 3 421 | 0 | 855 | 0 |
| Trade accounts payable | 3 161 | 0 | 3 161 | 0 | 0 | 0 | 0 |
| Derivative financial instruments 1 | 54 088 | 17 090 | 0 | 30 836 | 0 | 1 905 | 0 |
| Other short-term liabilities | 21 855 | 0 | 19 121 | 0 | 0 | 0 | 2 734 |
| Total as of 31.3.2012 | 915 855 | 37 712 | 239 577 | 70 163 | 663 177 | 2 760 | 2 734 |
| Mortgages | 882 202 | 24 337 | 89 114 | 68 470 | 772 216 | 371 | 20 872 |
| Mandatory convertible security | 5 714 | 923 | 0 | 3 693 | 0 | 385 | 0 |
| Trade accounts payable | 1 991 | 0 | 1 991 | 0 | 0 | 0 | 0 |
| Derivative financial instruments 1 | 32 349 | 14 914 | 0 | 16 484 | 0 | –47 | 0 |
| Other short-term liabilities | 38 095 | 239 | 37 327 | 0 | 0 | 0 | 0 |
| Total as of 31.3.2011 | 960 351 | 40 413 | 128 432 | 88 647 | 772 216 | 709 | 20 872 |
1Derivative financial instruments are disclosed on a net basis.
In the upcoming twelve months, contracts totalling CHF 239.6 million (previous year CHF 128.4 million) will mature. Of this amount, CHF 217.3 million (previous year CHF 89.1 million) relates to mortgages. CHF 86.8 million of these mortgages are held for sale, and the remainder is composed of normal amortization and maturing mortgages of CHF 146.3 million. The majority relates to Switzerland whereas discussions for a renewal are in process. During the reporting year Züblin has fully repaid a short-term credit facility in the amount of CHF 16.6. million. Trade accounts payable as well as the remainder of other short-term liabilities are part of the operational business and are covered by the short-term assets.
16. Financial instruments – fair-value-hierarchy
| in CHF thousand | Carrying value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| As of 31.3.2012 | ||||
| Assets: Derivative financial instruments | 561 | 0 | 561 | 0 |
| Liabilities: Derivative financial instruments | 54 088 | 0 | 54 088 | 0 |
| As of 31.3.2011 | ||||
| Assets: Derivative financial instruments | 1 520 | 0 | 1 520 | 0 |
| Liabilities: Derivative financial instruments | 32 349 | 0 | 32 349 | 0 |
The valuation of financial instruments is based upon the three-level fair value hierarchy, which is as follows:
Level 1 – Valuation based upon market prices for specific financial instruments.
Level 2 – Valuation based upon market prices for similar instruments or using valuation models which are based upon input parameters observable on the market.
Level 3 – Valuation based upon models with significant input parameters which have a material impact on fair value and are not observable on the market.
17. Financial instruments by category
| 31.3.2012 | 31.3.2011 | |||
|---|---|---|---|---|
| Book value | Market value | Book value | Market value | |
| Financial Assets | ||||
| Loans and receivables at amortized cost | ||||
| Trade accounts receivable | 5 854 | 5 854 | 6 610 | 6 610 |
| Other current assets | 18 170 | 18 170 | 18 170 | 18 170 |
| Cash and cash equivalents | 39 555 | 39 555 | 51 399 | 51 399 |
| Financial assets at fair value through profit and loss | ||||
| Derivative financial instruments | 561 | 561 | 1 520 | 1 520 |
| Total | 64 140 | 64 140 | 77 699 | 77 699 |
| Financial Liabilities | ||||
| Financial Liabilities at amortized cost | ||||
| Mortgages | 773 930 | 806 604 | 882 202 | 909 053 |
| Bond | 59 102 | 62 400 | – | – |
| Mandatory Convertible Securities | 3 719 | 3 719 | 5 714 | 5 714 |
| Other short-term borrowings | 21 855 | 21 855 | 38 095 | 38 095 |
| Accounts payable | 3 161 | 3 161 | 1 991 | 1 991 |
| Financial liabilities at fair value through profit and loss | ||||
| Derivative financial instuments | 54 088 | 54 088 | 32 349 | 32 349 |
| Total | 915 855 | 951 827 | 960 351 | 987 202 |
The book value of the category “Loans and receivables at amortized cost” is equal to the market value as the relevant positions all have short maturities. The reported value of financial assets reflects the maximum default risk disregarding any collateral, in the event that the contractual partners fail to meet their payment obligations. No concentration of default risks arising from business relations with individual debtors or groups of debtors has been identified.
In the category “Liabilities at amortized cost”, the reported amounts of the short-term liabilities reflect their market value. The fair values of mortgages are calculated at the present values of the payment flows using the relevant yield curve. The fair values of convertible securities are based on the closing market price at the relevant balance sheet date. For Mandatory Convertible Securities, the market value as of the balance sheet date reflects the discounted amount of the outstanding liabilities.
18. Derivative financial instruments
Cash flow hedges
| in CHF thousand | Notional amounts 31.3.2012 | Notional amounts 31.3.2011 | Fair value 31.3.2012 | Fair value 31.3.2011 |
|---|---|---|---|---|
| 1 to 12 months | 103 225 | 67 400 | –896 | –1 211 |
| 1 to 3 years | 304 388 | 130 310 | –23 950 | –3 217 |
| 3 to 5 years | 216 612 | 367 726 | –19 440 | –20 912 |
| More than 5 years | 171 181 | 200 000 | –9 802 | –5 489 |
| Total cash flow hedges | 795 406 | 765 436 | –54 088 | –30 829 |
| – of which liabilities | –54 088 | –32 349 | ||
| – of which assets | 0 | 1 520 |
Cash flow hedges in equity
| in CHF thousand | 2011/2012 | 2010/2011 |
|---|---|---|
| Reserve cash flow hedges shareholders of Züblin Immobilien Holding AG | –22 964 | –34 674 |
| Reserve cash flow hedges non-controlling interests | –8 394 | –13 603 |
| Total reserve for cash flow hedges as of 1.4. | –31 358 | –48 277 |
| Fair value change | –41 665 | –746 |
| Recognized in income statement as interest expense | 15 919 | 19 094 |
| Change in current and deferred taxes | 3 717 | –1 429 |
| Total reserve for cash flow hedges as of 31.3. | –53 387 | –31 358 |
| – of which shareholders of Züblin Immobilien Holding AG | –40 579 | –22 964 |
| – of which non-controlling interests | –12 808 | –8 394 |
The Züblin Group uses interest rate swaps to hedge its exposure to future movements in interest rates. During financial year 2011/2012, Züblin entered into two new swap positions starting 30 March 2012 and 5 July 2012. These new swpas are replacing swaps which by then will mature.
All interest rate derivatives are designated as effective under the criteria of IAS 39, and as such, changes in market values of derivative financial instruments are recognized in the consolidated comprehensive income statement. The ineffective portion of cash flow hedges recognized in the income statement was CHF 0.5 million in the reporting financial year and CHF –0.7 million in the previous year.
Payments on interest rate swaps and interest payments on mortgages and other loans occurred simultaneously.
Currency options
| in CHF thousand | Notional amounts 31.3.2012 | Notional amounts 31.3.2011 | Fair value 31.3.2012 | Fair value 31.3.2011 |
|---|---|---|---|---|
| 1 to 12 months | 0 | n.a. | 0 | n.a. |
| 1 to 3 years | 0 | n.a. | 0 | n.a. |
| 3 to 5 years | 14 000 | n.a. | 561 | n.a. |
| Total foreign currency put-options | 14 000 | n.a. | 561 | n.a. |
| – of which assets | 0 | n.a. |
Purpose of these currency put-options is hedging future cash flow in other than the functional currency. The currency put-options are stated at their fair values in the category derivative financial instruments whereas gains and losses are recognized through profit and loss.
Total derivative financial instruments
| in CHF thousand | Notional amounts 31.3.2012 | Notional amounts 31.3.2011 | Fair value 31.3.2012 | Fair value 31.3.2011 |
|---|---|---|---|---|
| Cash flow hedges | 795 406 | 765 436 | –54 088 | –30 829 |
| Foreign currency put-options | 14 000 | 0 | 561 | 0 |
| Total derivative financial instruments | 809 406 | 765 436 | –53 527 | –30 829 |
| – of which liabilities | –54 088 | –32 349 | ||
| – of which assets | 561 | 1 520 |
19. Mortgages
Overview mortgages as of 31.3.2012
| In CHF thousand | Switzerland | France | Germany | Netherlands | Total | % |
|---|---|---|---|---|---|---|
| Term structure | ||||||
| 1 to 12 months | 193 320 | 272 609 | 87 136 | 70 828 | 623 893 | 81% |
| 1 to 3 years | 0 | 0 | 150 037 | 0 | 150 037 | 19% |
| 3 to 5 years | 0 | 0 | 0 | 0 | 0 | 0% |
| More than 5 years | 0 | 0 | 0 | 0 | 0 | 0% |
| Total | 193 320 | 272 609 | 237 173 | 70 828 | 773 930 | 100% |
| of which: | ||||||
| – Non-current mortgages | 56 250 | 272 609 | 188 774 | 38 964 | 556 597 | |
| – Current mortgages | 96 823 | 0 | 1 857 | 31 864 | 130 544 | |
| – Mortgages held for sale | 40 247 | 0 | 46 542 | 0 | 86 789 | |
| Term structure, including swaps | ||||||
| 1 to 12 months | 0 | 89 525 | 0 | 22 648 | 112 173 | 14% |
| 1 to 3 years | 33 320 | 126 473 | 237 173 | 48 180 | 445 146 | 58% |
| 3 to 5 years | 160 000 | 56 611 | 0 | 0 | 216 611 | 28% |
| More than 5 years | 0 | 0 | 0 | 0 | 0 | 0% |
| Total | 193 320 | 272 609 | 237 173 | 70 828 | 773 930 | 100% |
| Average interest rates | 3.05% | 4.53% | 5.27% | 5.50% | 4.48% | |
| Contractual maturity dates of mortgages | ||||||
| 1 to 12 months | 136 070 | 0 | 0 | 30 392 | 166 462 | 23% |
| 1 to 3 years | 57 250 | 251 041 | 206 288 | 20 473 | 535 052 | 69% |
| 3 to 5 years | 0 | 21 568 | 30 885 | 19 963 | 72 416 | 8% |
| More than 5 years | 0 | 0 | 0 | 0 | 0 | 0% |
| Total | 193 320 | 272 609 | 237 173 | 70 828 | 773 930 | 100% |
| Fair value of mortgages | ||||||
| Fixed rate mortgages | 0 | 0 | 155 658 | 0 | 155 658 | 19% |
| Variable rate mortgages | 194 711 | 290 274 | 91 401 | 74 561 | 650 947 | 81% |
| Total | 194 711 | 290 274 | 247 059 | 74 561 | 806 605 | 100% |
Overview mortgages as of 31.3.2011
| In CHF thousand | Switzerland | France | Germany | Netherlands | Total | % |
|---|---|---|---|---|---|---|
| Term structure | ||||||
| 1 to 12 months | 194 120 | 295 059 | 107 286 | 124 134 | 720 598 | 82% |
| 1 to 3 years | 0 | 0 | 0 | 0 | 0 | 0% |
| 3 to 5 years | 0 | 0 | 161 604 | 0 | 161 604 | 18% |
| More than 5 years | 0 | 0 | 0 | 0 | 0 | 0% |
| Total | 194 120 | 295 059 | 268 890 | 124 134 | 882 202 | 100% |
| of which: | ||||||
| – Non-current mortgages | 793 088 | |||||
| – Current mortgages | 70 192 | |||||
| – Mortgages held for sale | 18 922 | |||||
| Term structure, including swaps | ||||||
| 1 to 12 months | 97 350 | 0 | 0 | 72 114 | 169 464 | 19% |
| 1 to 3 years | 0 | 97 383 | 36 470 | 0 | 133 853 | 15% |
| 3 to 5 years | 96 770 | 174 267 | 232 420 | 52 020 | 555 476 | 63% |
| More than 5 years | 0 | 23 409 | 0 | 0 | 23 409 | 3% |
| Total | 194 120 | 295 059 | 268 890 | 124 134 | 882 202 | 100% |
| Average interest rates | 2.87% | 4.55% | 5.32% | 5.04% | 4.45% | |
| Contractual maturity dates of mortgages | ||||||
| 1 to 12 months | 0 | 0 | 0 | 74 168 | 74 168 | 8% |
| 1 to 3 years | 194 120 | 50 841 | 0 | 49 966 | 294 926 | 33% |
| 3 to 5 years | 0 | 220 809 | 268 890 | 0 | 489 699 | 56% |
| More than 5 years | 0 | 23 409 | 0 | 0 | 23 409 | 3% |
| Total | 194 120 | 295 059 | 268 890 | 124 134 | 882 202 | 100% |
| Fair value of mortgages | ||||||
| Fixed rate mortgages | 0 | 0 | 167 421 | 32 040 | 199 461 | 22% |
| Variable rate mortgages | 196 602 | 305 899 | 112 744 | 94 347 | 709 592 | 78% |
| Total | 196 602 | 305 899 | 280 165 | 126 387 | 909 053 | 100% |
In the current financial year, the Company rolled over mortgage contracts to the value of CHF 41.1 million. The mortgage portfolio of the Züblin Group includes both variable rate and fixed rate loans. As of 31 March 2012, loans with fixed interest rates amounted to CHF 150.5 million (previous year 194.2 million). Capitalized closing fees of CHF 3.0 million (previous year CHF 2.5 million) are included in the figure for mortgages.
Some of the loan agreements and mortgages include financial covenants which specify, among other things, adherence to certain financial indicators (total debt/EBITDA, level of interest cover, loan-to-value ratio, and equity ratio). The financial covenants vary by country and loan contract, and are presented in summarized form in the table below:
| Switzerland | France | Germany | Netherlands | |
|---|---|---|---|---|
| 31.3.2012 | ||||
| Debt/EBITDA | 13.5 | – | 13.75 | – |
| Interest coverage ratio | 1.5 | 1.15 – 1.5 | 1.4 | > 1.5 – 2.0 |
| Loan to value | 70% | 70% – 75% | 70% | 60% – 75% |
| Equity % | 30% | – | 25% | – |
The Company closely monitors these covenants every quarter and performs sensitivity analyses to changes in earnings, interest rate movements and property valuations. The breach of a covenant may have a variety of consequences depending upon the individual contract. Generally, in the first instance this would include an increase in the margin or accelerated amortization. If so, there is typically a repair period. If after this period, the breach is not repaired, the bank will typically request an accelerated amortization of the loan or a partial repayment of the loan. As of the balance sheet date, the Company was in compliance with all of its covenants.
The following table summarizes the value of investment properties pledged as security for mortgages:
| in CHF thousand | 31.3.2012 | 31.3.2011 |
|---|---|---|
| Book value of assets pledged (investment properties) | 835 783 | 944 471 |
| Credit drawn (debt secured) | 580 610 | 688 083 |
As part of the refinancing of the loan portfolio in Switzerland, all mortgage notes charged against Swiss properties were lodged with UBS as the agent. If the conditions agreed in the consortium loan agreement (trigger covenants) are no longer met, the assigned securities to the value of CHF 136.8 million will be transferred to the lenders.
Furthermore, future rental fee receivables for properties, insurance policies for properties, and shares in subsidiary companies have been pledged as security over and above the mortgage liens.
20. 4% bond 11/15
| in CHF thousand | Nominal value | Price in % | Fair value | Effective interest rate in % |
|---|---|---|---|---|
| As of 31.3.2012 | 60 000 | 104.00% | 62 400 | 4.42% |
| As of 31.3.2011 | n.a. | n.a. | n.a. | n.a. |
During the financial year 2011/2012 Züblin Immobilien Holding AG issued a 4% bond of CHF 60.0 million. The bond is quoted at the SIX Swiss Exchange. The bond has a duration of four years and its proceeds were used to repay short-term loans, to refinance different mortgages as well as a to finance a renovation project in France.
21. 2.0% Mandatory Convertible Securities France
| in CHF thousand | 31.3.2012 | 31.3.2011 |
|---|---|---|
| Balance Sheet items | ||
| Amount of debt – interest 1 | 3 719 | 5 714 |
| Amount of equity 2 | 47 140 | 47 140 |
| Income statement | ||
| Coupon 2.0% MCS | –861 | –949 |
| Amortized interest 1 | 618 | 617 |
| Total interest expense | –243 | –332 |
1Under IFRS, the amortized cost method requires that only the interest payment on the amount of debt, currently CHF 3.7 million (prior year CHF 5.7 million) be recorded as interest expense. The amount of debt simultaneously declines since the payment reduces the cash value of the interest payments to be made. The interest debt component is part of the balance sheet item “Mandatory Convertible Securities”.
2The equity component of CHF 47.1 million (prior year CHF 47.1 million) is shown in equity as part of non-controlling interests and is unchanged from the prior year. The currency tranlsation adjustment is part of the currency translation adjustment on non-controlling interests.
On 7 August 2007, Züblin Immobilière France SA issued 10-year Mandatory Convertible Securities for EUR 35.5 million. The 2.0% Mandatory Convertible Securities are held in their entirety by Montalcino S.à.r.l., a company controlled by the Forum Group. At the current conversion price the securities can be converted into 2 656 250 shares. Under the terms of the 2% Mandatory Convertible Securities 07/17, the holder has the right to convert the securities at any time after 7 August 2008. Once the term expires on 7 August 2017, the securities must be converted. The holder is entitled to a minimum interest level of 2%, but has the right to receive the same level of dividend distributions, or distributions from free or capital reserves, as existing shareholders.
22. Employee retirement benefit plan
The Züblin Group has different pension schemes throughout the countries in which it operates. These schemes vary according to local laws and employment regulations. In all countries outside of Switzerland, the plans are defined contribution plans. In the past twelve months, expenditures totalling CHF 0.5 million (previous year CHF 0.4 million) for all defined contribution plans were recorded. In Switzerland, the pension plan of Züblin Immobilien Management AG has been designated as a defined benefit plan under IAS 19. The pension scheme is financed by employees' and employer's contributions.
The following amounts are based upon the Project Unit Credit Method:
| in CHF thousand | 31.3.2012 | 31.3.2011 |
|---|---|---|
| Pension liabilities (present value) | 3 057 | 2 721 |
| Pension assets at market value | 2 286 | 2 121 |
| Pension liabilities (technical deficit) | –771 | –600 |
The above amount has been recorded under “Other non-current liabilities”.
The pension liabilities and assets changed as follows in the Züblin Group's consolidated balance sheet:
| in CHF thousand | 2011/2012 | 2010/2011 |
|---|---|---|
| Pension liabilities (present value) at 1.4. | 2 721 | 2 526 |
| Actuarial pension expenses | 165 | 147 |
| Employees' contributions | 104 | 74 |
| Interest expenses | 75 | 124 |
| Paid coverage | –99 | –229 |
| Accrued service cost | –158 | 105 |
| Actuarial (gains) and losses | 249 | –26 |
| Pension liabilities (present value) at 31.3. | 3 057 | 2 721 |
| Pension assets at market value at 1.4. | 2 121 | 2 048 |
| Expected income on plan assets | 55 | 52 |
| Employer contributions | 156 | 186 |
| Employees' contributions | 104 | 124 |
| Paid coverage | –99 | –229 |
| Actuarial losses | –51 | –60 |
| Pension assets at market value at 31.3. | 2 286 | 2 121 |
| Effective pension income | 5 | –8 |
The following table details the cover of the defined benefit pension plan and the impact of adjustments in the expected or actual values of the pension liabilities and assets:
| in CHF thousand | 31.3.2012 | 31.3.2011 | 31.3.2010 | 31.3.2009 | 31.3.2008 |
|---|---|---|---|---|---|
| Pension liabilities (present value) | 3 057 | 2 721 | 2 526 | 2 125 | 1 951 |
| Pension liabilities at market value | 2 286 | 2 121 | 2 048 | 1 798 | 1 504 |
| Deficient cover | 771 | 600 | 478 | 327 | 447 |
| Adjustments of pension liabilities by experience | 17 | 143 | 159 | 296 | –26 |
| Adjustments of pension assets by experience | –51 | –60 | –105 | –99 | –53 |
| Total actuarial gains and losses | –34 | 83 | 54 | 198 | –78 |
| Expected contribution in the coming year | 159 | 173 | |||
| Penison expense is comprised of the following items: | |||||
| – Current service cost | 164 | 147 | |||
| – Interest expense | 75 | 74 | |||
| – Expected return on plan assets | –55 | –52 | |||
| – Accrued service cost | –158 | 105 | |||
| Pension expenses | 26 | 274 | |||
| In the summary of recognized income and expense the following pension income and expenses were recorded directly: | |||||
| Actuarial (gains) and losses | 300 | 34 | |||
| Cumulative actuarial (gains) and losses recorded as pension income and expense | 351 | 51 |
The calculation of the Group's pension liabilities is based on the following assumptions:
| 31.3.2012 | 31.3.2011 | |
|---|---|---|
| Discount rate | 2.25% | 2.75% |
| Expected return on pension assets | 2.50% | 2.50% |
| Expected future salary increases | 2.00% | 2.00% |
| Expected future pension increases | 0.00% | 0.00% |
| Life expectancy in years at age of retirement (man/woman) | BVG 2010 GT | BVG 2005 |
Asset allocation: 100% of the assets are managed and invested by a reinsurance company. Furthermore, the Company has insured a minimum return on its pension assets. Therefore, a detailed asset allocation is not presented.
23. Liabilities from long-term rental contracts
In connection with the rental of its business premises, Züblin Immobilien Management AG has entered into fixed rental commitments up to 31 March 2016 at the latest, totalling CHF 1.2 million (previous year CHF 1.5 million). For the reporting financial year, the rental payments recorded in the income statement totalled CHF 0.3 million (previous year CHF 0.3 million).
| in CHF thousand | 31.3.2012 | 31.3.2011 |
|---|---|---|
| Liabilities from long-term rental contracts | ||
| 1 to 12 months | 293 | 553 |
| 1 to 3 years | 585 | 625 |
| 3 to 5 years | 293 | 585 |
| more than 5 years | 0 | 0 |
24. Related parties
In accordance with IAS 24, related parties for the reporting financial year included:
- The Board of Directors
- Members of Züblin Group Management
- Bruin I, S.à.r.l., Luxembourg 1
- Forum European Realty Income L.P., Cayman 1
1 These shareholders together form a group with a total holding of 19.84%. There are no shareholders agreements. These companies are represented on the Board of Directors by Andrew N. Walker.
Shareholdings by related parties as of 31 March 2012
- Shareholdings by the Board of Directors and the Group Management are disclosed in detail in note 26 (see pages 147 to 148).
- The 2.0% Mandatory Convertible Securities, which were issued in 2007 by Züblin Immobilière France SA (ZIF), were subscribed in their entirety by Montalcino S.à.r.l., a company controlled by the Forum Group, and can be converted into 2 656 250 shares of ZIF at the current conversion price.
Transactions with related parties and significant shareholders
As mentioned in this note last year under the heading of transactions after the year-end, the French subsidiary Züblin Immobilière France (ZIF) underwent a reorganization during the financial year and established a 100% asset management subsidiary, Züblin Immobilière France Asset Management (ZIFAM), on 3 May 2011. On 1 June 2011 the employment contract for Pierre Essig (member of the Group Management of Züblin Group and CEO in France) and all other employees were transferred from ZIF to the new company. ZIFAM was set up to perform the asset management for ZIF and will also provide property management services in future.
As part of this reorganization, the Company provided Pierre Essig with an option to buy the asset management company ZIFAM under certain circumstances. This option can only be exercised if Züblin Group or ZIF alter their strategy and give up their asset management activities. The option covers ZIFAM's entire capital and the exercise price is the market value of the company at the time of exercising the option.
Apart from the above there were no other transactions with related parties or significant shareholders in financial year 2011/12. Nor were any advisory fees paid to related parties or significant shareholders over and above the remuneration disclosed on pages 145 to 146. The Board of Directors and Group Management continually monitor potential conflicts of interest.
Loans to members of governing bodies
No loans have been granted to members of the Board of Directors or the Züblin Group Management.
25. Compensation
Compensation of the members of the Board of Directors
| in CHF | Basic compensation | Subsidiaries1 | Total |
|---|---|---|---|
| Financial year 2011/2012 | |||
| Pierre N. Rossier, Chairman 2 | 140 000 | 45 855 | 185 855 |
| Christian Bubb, Vice-Chairman | 65 000 | 0 | 65 000 |
| Gerold Bührer, Member | 60 000 | 0 | 60 000 |
| Andrew N. Walker, Member 3 | 60 000 | 14 555 | 74 555 |
| Dr. Markus Wesnitzer, Member 4 | 60 000 | 12 129 | 72 129 |
| Total Board of Directors | 385 000 | 72 539 | 457 539 |
| Financial year 2010/2011 | |||
| Pierre N. Rossier, Chairman 2 | 120 000 | 45 930 | 165 930 |
| Christian Bubb, Vice-Chairman | 62 500 | 0 | 62 500 |
| Gerold Bührer, Member | 60 000 | 0 | 60 000 |
| Andrew N. Walker, Member 3 | 90 000 | 13 372 | 103 372 |
| Dr. Markus Wesnitzer, Member 4 | 60 000 | 13 372 | 73 372 |
| Total Board of Directors | 392 500 | 72 674 | 465 174 |
1Board compensation at the subsidiary level.
2Pierre N. Rossier is also a member of the Board of Directors of Züblin Immobilière France SA, Paris, ZIAG Immobilien AG, Dusseldorf und Züblin Immobilien AG, Zurich.
3Andrew N. Walker is also a member of the Board of Directors of Züblin Immobilière France SA, Paris.
4Dr. Markus Wesnitzer is also a member of the Board of Directors of ZIAG Immobilien AG, Dusseldorf.
Compensation of the Group Management
| in CHF | Basic compensation | Bonus in cash | Pension fund 1 | Total |
|---|---|---|---|---|
| Financial year 2011/2012 | ||||
| Bruno Schefer, CEO | 620 000 | 120 000 | 82 679 | 822 679 |
| Thomas Wapp, CFO | 240 000 | 60 000 | 20 208 | 320 208 |
| Pierre Essig, CEO France | 321 096 | 54 581 | 45 221 | 420 898 |
| Total Group Management | 1 181 096 | 234 581 | 148 108 | 1 563 785 |
| Financial year 2010/2011 | ||||
| Bruno Schefer, CEO | 620 000 | 125 000 | 114 864 | 859 864 |
| Thomas Wapp, CFO 2 | 120 000 | 30 000 | 7 950 | 157 950 |
| Pierre Essig, CEO France | 320 928 | 60 174 | 49 883 | 430 985 |
| Members who left in financial year 2010/2011 | ||||
| George E. Aase 3 | 283 500 | 0 | 24 759 | 308 259 |
| Dr. Oliver Bäumler 4 | 465 713 | 0 | 16 046 | 481 759 |
| Total Group Management | 1 810 141 | 215 174 | 213 502 | 2 238 817 |
1Employer's contribution.
2From 1.10.2010.
3Left the company as of 31.7.2010, on the payroll until 31.1.2011.
4Left the company as of 30.9.2010, on the payroll until 30.9.2011 (the costs were accrued in full in 2010/2011)
For further information on the compensation model and the compensation paid please refer to the Corporate Governance section, page 70.
26. Shareholdings
Shareholdings of the Board of Directors
| Shares ZIHAG 1 | Restricted shares ZIHAG 2 | Shares ZIF 3 | |
|---|---|---|---|
| Financial year 2011/2012 | |||
| Pierre N. Rossier, Chairman | 116 932 | 0 | 10 625 |
| Christian Bubb, Vice-Chairman | 0 | 0 | 0 |
| Gerold Bührer, Member | 7 805 | 0 | 138 |
| Andrew N. Walker, Member | 2 724 | 0 | 48 |
| Dr. Markus Wesnitzer, Member | 1 139 | 0 | 0 |
| Total Board of Directors | 128 600 | 0 | 10 811 |
| Financial year 2010/2011 | |||
| Pierre N. Rossier, Chairman | 115 000 | 1 932 | 10 000 |
| Christian Bubb, Vice-Chairman | 0 | 0 | 0 |
| Gerold Bührer, Member | 6 666 | 1 139 | 130 |
| Andrew N. Walker, Member | 0 | 2 724 | 46 |
| Dr. Markus Wesnitzer, Member | 0 | 1 139 | 0 |
| Total Board of Directors | 121 666 | 6 934 | 10 176 |
1Shares ZIHAG = shares in Züblin Immobilien Holding AG.
2These ZIHAG shares were distributed on 24 April 2008 and were restricted until 23 April 2011.
3Shares ZIF = shares in Züblin Immobilière France SA.
Shareholdings of the Group Management
| Shares ZIHAG 1 | Restricted shares ZIHAG 2 | Shares ZIF 3 | |
|---|---|---|---|
| Financial year 2011/2012 | |||
| Bruno Schefer, CEO | 40 296 | 0 | 5 956 |
| Thomas Wapp, CFO | 0 | 0 | 0 |
| Pierre Essig, CEO France | 0 | 0 | 29 308 |
| Total Group Management | 40 296 | 0 | 35 264 |
| Financial year 2010/2011 | |||
| Bruno Schefer, CEO | 24 967 | 15 329 | 5 608 |
| Thomas Wapp, CFO | 0 | 0 | 0 |
| Pierre Essig, CEO France | 0 | 0 | 27 584 |
| Total Group Management | 24 967 | 15 329 | 33 192 |
1Shares ZIHAG = shares in Züblin Immobilien Holding AG.
2These ZIHAG shares were distributed on 24 April 2008 and were restricted until 23 April 2011.
3Shares ZIF = shares in Züblin Immobilière France SA.
27. Events after the balance sheet date
Sales
Two investment properties were sold after the year-end. The first was in Frechen, Germany, which was sold in April 2012 at its market value as of 31 March 2012 and the second in Geneva in May 2012 at above the year-end market value.
Loan from Züblin Immobilien Holding AG (ZIHAG) to Züblin Immobilière Paris Ouest 1 (ZIPO)
On 24 April 2012 ZIHAG granted ZIPO a mezzanine loan to finance the renovation costs of the investment property Newtime “Jatte 1”. The loan is drawable on demand and has the following terms and conditions:
- The first instalment of the loan amounts to EUR 35 million, of which EUR 6.5 million was paid out on 24 April 2012
- Interest rate: 9.5% (of which 3% is payable in cash quarterly and 6% is capitalised)
- Term of the loan: to 15 July 2015 (with the option to extend twice by one year)
- ZIHAG will participate in any potential gain in the value of the property in proportion to the ratio of its loan to the project company's equity
As a result of this internal financing the OPCI fund established in the last financial year is no longer needed and will be liquidated.