NOTES to the consolidated financial statements
Investis Holding SA (“the Company”) is based in Zurich, Switzerland. Its shares have been traded on the SIX Swiss Exchange since 30 June 2016 (IREN). The consolidated financial statements, prepared as at 31 December 2016, include Investis Holding SA and all its direct or indirect subsidiaries and joint ventures (Investis Group) as well as its shareholdings in associated companies.
The business activity of the Investis Group includes the long-term holding of residential and commercial properties as well as comprehensive real estate services in the areas of property management, facility management and construction management.
The Company was incorporated on 7 June 2016 as the new parent company of the Group by contribution in-kind of all shares of Investis Investments into the Company. Unless otherwise indicated, all historical financial information has been extracted or derived from the audited consolidated financial statements of Investis Investment SA as of and for the year ended 31 December 2015, which represent all of the Group’s business as of these dates and for these periods.
Basis of accounting
The consolidated financial statements of Investis Holding SA have been prepared in accordance with Swiss GAAP FER as a whole and with the special provisions for real estate companies specified in Art. 17 of the SIX Swiss Exchange’s Directive on Financial Reporting. They give a true and fair view of the assets, liabilities and earnings of Investis Holding SA.
The consolidated financial statements have been prepared applying the principle of historical cost accounting or fair value. Please refer to the “Key accounting and valuation principles” in this chapter for the valuation principles of individual balance sheet items. The income statement is presented by nature. The financial statements have been drawn up on the basis of going concern values.
Assets realised or consumed in the ordinary course of business within 12 months or held for sale purposes are classified as current assets. All other assets are included in non-current assets. Liabilities to be settled in the ordinary course of business or falling due within 12 months from the balance sheet date are classified as current liabilities. All other liabilities are classified as non-current liabilities.
First-time application of Swiss GAAP FER standards
The new recommendations of the Swiss GAAP FER framework concerning revenue recognition as well as those in Swiss GAAP FER 3 and 6, which entered into force as of 1 January 2016, have been adopted. The revised principles concerning revenue recognition had no impact on the consolidated financial statements.
The consolidated financial statements are based on the individual financial statements of the Group companies, which were prepared as at 31 December 2016 and determined according to uniform accounting policies. The relevant accounting principles are described below. The consolidated financial statements are presented in Swiss francs (CHF). Unless otherwise stated, all amounts are stated in thousands of Swiss francs (CHF 1,000). Due to rounding, parts of an item that has been broken down may add up to more or less than 100% of the total item.
The consolidated financial statements include all the subsidiaries of Investis Holding SA in which the company has a direct or indirect voting interest and shareholding of more than 50%. These entities are fully consolidated; assets, liabilities, income and expenses are incorporated in the consolidated accounts and all intercompany balances are eliminated. Joint ventures are consolidated proportionally. Investments carrying voting rights and share capital ownership of between 20% and 50% are recognised using the equity method. Ownership of shares in organisations where Investis has voting rights of less than 20% of the total is recognised at acquisition cost, less any necessary write-downs.
Capital consolidation is based on the purchase method. New companies acquired by the Investis Group are included in the consolidated financial statements from the date of obtaining control. The net assets acquired are revalued at acquisition date using uniform Group accounting principles and then consolidated. Any difference between the higher purchase price and the net assets acquired (goodwill) is off-set against retained earnings. Where an off-set takes place with retained earnings, the impact of this theoretical capitalisation and amortisation over the estimated useful life of five years is disclosed separately in the notes.
Companies sold are excluded from the scope of consolidation as of the date on which the Group ceases to have control, with any gain or loss recognised in income. Non-controlling interests in equity and profit are presented separately in the consolidated balance sheet and the consolidated income statement.
Changes in the consolidated companies are disclosed in Note 20.
Translation of foreign currencies
All Group companies prepare their financial statements in CHF.
KEY ACCOUNTING AND VALUATION PRINCIPLES
Cash and cash equivalents
Cash and cash equivalents include cash on hand, current accounts with the Post and banks, as well as fixed-term deposits with a maturity of less than three months, and are shown at nominal value. Positions in foreign currencies are translated at the spot rate on the balance sheet date.
Securities include investments in shares and bonds, and include longer-term fixed-term deposits and money market investments with a maturity of more than three months. They are valued at fair value.
Trade receivables and other receivables
Trade receivables and other receivables are stated at nominal value. Provisions for doubtful debts are made in cases where the Group faces a risk of not collecting the outstanding amount. Changes in provisions are recognised in the income statement.
Properties held for sale
Investment properties leased out but intended for sale are classified under current assets as properties held for sale.
Development properties (projects) intended for sale are accounted for at the lower of cost (incl. interest incurred during the construction phase) or fair value and are recognised under current assets. The costs are recognised in line with the progress of the project. The costs essentially include the plot of land as well as the directly attributable construction costs in line with the construction progress. Discounts are recorded as a reduction in construction costs.
The portfolio consists of the following categories:
– Residential properties
– Commercial properties
– Properties under construction
– Undeveloped plots of land
Investment properties are held for long-term investment purposes with the aim of realising revenues from the letting of properties. Investment properties are accounted for at fair value in accordance with Swiss GAAP FER 18 and as such are not subject to depreciation. The fair values are updated and calculated using the discounted cash flow (DCF) method on an annual basis by an independent property appraiser based on the individual risk profile per property. Single family houses and condominiums are valued by the independent property appraiser using a sales comparison approach. In accordance with the provisions of Swiss GAAP FER, increases and decreases in value are recognised in the income statement in the period in which they occur, after consideration of any resulting deferred taxes. Investment properties under construction and undeveloped plots of land are recorded at fair value from the date on which their fair value can be reliably determined. Investis has defined the existence of a final construction permit, plus a definite construction project in which costs and revenues can be determined reliably, as mandatory requirements for a reliable market valuation. If the conditions for a reliable assessment of market value are not yet present, investment properties under construction and undeveloped plots of land are accounted for at cost. Provided they do not lead to an increase in market value, investments and refurbishments are recorded as an expense in the period in which they are incurred.
Borrowing costs for the financing of properties under construction and undeveloped plots of land are capitalised. Other borrowing costs are charged to financial expenses.
Tangible fixed and intangible assets
Other tangible fixed and intangible assets are stated at cost less depreciation/amortisation and impairment. Assets are depreciated/amortised on a straight-line basis over their estimated useful lives: three to ten years for office and other equipment and three to five years for intangible assets.
Investments in associated companies
Ownership interests of more than 20% but less than 50% in companies are classified as investments in associated companies and are valued and accounted for using the equity method.
Financial assets and financial assets of related parties/shareholders
These items include long-term loans and other long-term receivables that are stated at their nominal value.
Deferred tax assets
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which temporary differences or unused tax losses can be utilised.
Impairment of assets
If there is any indication of impairment, an impairment test is performed immediately. If the carrying amount exceeds the recoverable amount, an impairment loss is recognised in the income statement. As the goodwill is already charged against equity at the date of the acquisition, an impairment of the goodwill does not affect the income statement but leads to a disclosure in the notes only.
Trade payables and other liabilities
Trade payables and other liabilities are recognised at their nominal values. They are recognised under current liabilities unless a broader economic perspective requires them to be assigned to non-current liabilities.
Short-term and long-term financial debt
Mortgages and fixed advances that are not repaid within twelve months, but are renewed, are regarded financially as long-term borrowings and disclosed as such in the balance sheet. Amortisations due within twelve months are disclosed as current financial liabilities. Financial debt is stated at its nominal value.
Bond emission costs, reduced by the amount of the premium, are charged in full to the income statement upon issue of the bonds.
Provisions are recognised only if the company has a present obligation to a third party as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the obligation can be sufficiently reliably estimated. Provisions are presented as being either short or long term in accordance with their expected due dates.
Deferred tax liabilities
Deferred taxes are calculated by applying the balance sheet liability method for any temporary difference between the carrying amount according to Swiss GAAP FER and the tax basis of assets and liabilities. They include deferred taxes on revaluation of investment properties.
The current income tax rates are applied in cantons with a two-tier system. In cantons with a single-tier system there is a separate property gains tax with speculation surcharges or deductions for the period of ownership, depending on the holding period. For properties that are intended for sale, the actual holding period will apply. For the remaining properties, a holding period of 20 years, or the effective holding period will apply, provided it is more than 20 years. Liabilities for deferred taxes are not discounted.
The tax rates applied in the financial year and preceding years lie between 19% – 24%.
All companies in the Investis Group are members of independent collective pension plan foundations with defined contribution plans. The capitalisation of possible economic benefits (stemming from a surplus in the pension institution) is neither intended nor do the conditions for this exist. A financial obligation is carried as a liability if the conditions for the establishment of a provision are met.
This item includes interest income and expenses, exchange rate differences, gains and losses on securities and other financial income and expenses.
Derivative financial instruments
The accounting of derivative financial instruments used to hedge interest rate risks depends on the hedged underlying transaction. Derivatives to hedge changes in the value of an underlying transaction already recorded in the accounts will be posted using the same valuation principles used for the hedged item. Effective instruments to hedge future cash flows are not recognised on the balance sheet, but disclosed in the notes until the future cash flow has been realised. When the future transaction is realised or upon disposal of the derivative, the current value of the derivative is posted and recorded in the income statement simultaneously with a posting of the hedged cash flow.
Derivative financial instruments not designated as hedging instruments are accounted for at fair value. Changes in the fair value are recognised immediately in the income statement.
All derivative financial instruments open on the balance sheet date are disclosed in Note 21 to the financial statements.
Transactions with related parties/shareholders
Related parties include natural or legal persons who could exert a significant direct or indirect influence on financial and operating decisions affecting Investis Holding SA. Organisations that are directly or indirectly controlled by a related party are also classified as related parties. Major transactions with related parties are disclosed in Note 24.
The following operating and reporting segments have been identified based on the management structure as well as the reporting to the Executive Board and the Board of Directors:
– Properties: invests primarily in Swiss residential properties
– Real Estate Services: provides comprehensive real estate services in Switzerland
Segment reporting is prepared to operating profit (EBIT) level since this key figure is used for management purposes. All operating assets and liabilities that can be assigned to the segments, either directly or on a reasonable basis, are reported in the respective segment. There are no differences between the accounting and valuation principles used for segment reporting and those used for the preparation of the consolidated financial statements.
The position “segment elimination” contains transactions between segments.
Off-balance sheet transactions
Contingent liabilities as well as other obligations for which a provision has not been recorded are assessed at each balance sheet date and are disclosed in the notes to the financial statements. If contingent liabilities or other obligations could lead to an outflow of funds without a useable inflow of funds, and this outflow of funds is probable and can be estimated, a provision is recorded.
The preparation of financial statements requires judgement and assumptions to be made. This will affect the reported asset values, liabilities and contingent liabilities at the balance sheet date, as well as income and expenses during the reporting period. If assumptions that were made at the date of the financial statements to the best of management’s knowledge and belief differ from the actual circumstances, the original assessments and assumptions will be adjusted in the reporting year in which the circumstances change.
The Investis Group has a risk management programme. Every year a risk analysis is carried out to compile and document all business risks in accordance with uniform criteria. The identified risks are then assessed according to their probability of occurrence and their potential scope. Financial implications as well as general effects are taken into account when determining the potential impact on the Group. Such risks are then either borne, avoided, reduced or passed on by the measures decided upon by the Board of Directors.
1. Segment reporting
Segment Information 2016
Segment information 2015
2. Revenue from letting of properties
Duration of existing fixed leases of commercial properties
The duration of existing fixed leases of commercial properties was:
Most important tenants
The five most important tenants measured according to property income were (in alphabetical order):
- –As of 31.12.2016: Brandt SA, Duca SA, Valotel Management (Fribourg) Sàrl, Valotel Management (Rothrist) AG and Valotel Management (Sion) SA
- –As of 31.12.2015: Globe Plant & Cie SA, Hospice Général, RRG Léman SA, Valotel Management (Rothrist) AG and Valotel Management (Sion) SA
3. Personnel expenses
There are no pension funds with a surplus or deficit (full insurance via group insurance policies) or employer contribution reserves.
4. Other operating expenses
5. Income from disposal of investment properties
6. Financial result
Other financial expenses include CHF 5.9 million from the premature termination of a part of the interest rate swaps and CHF 6.6 million from recognition of the remaining swaps on the balance sheet (see Note 21).
7. Income taxes
The difference between the expected income tax expense and the income tax expense shown in the income statement can be explained as follows:
Deferred income taxes are calculated for each subsidiary using the local tax rates. In 2015 the anticipated deferred taxes decreased as a result of the determined tax rate changes; this resulted in a positive tax effect of CHF 3.3 million. In 2016, the non-capitalised tax assets from losses carried forward increased from CHF 1.4 million in 2015 to CHF 1.6 million. Deferred income tax assets included deferred income taxes on temporary differences. Accrued expenses and other liabilities include accrued taxes of CHF 1.9 million (2015: 6.5 million).
8. Earnings per share and net asset value
Earnings per share are calculated by dividing the net profit attributable to Investis Holding SA shareholders by the weighted average number of outstanding shares entitled to dividends. All new shares are entitled to full dividend rights. For both periods under review there were no dilutive effects.
Earnings per share
Net asset value per share
Net asset value not including deferred taxes with regard to investment properties
9. Trade receivables
Receivables from property accounts mainly include expenses for properties that were paid shortly before the balance sheet date but not yet reimbursed by the owners.
10. Properties held for sale
In 2016, two apartments in the jointly held (50%) property “Rue du Prado 19” were sold. The plot “Hérémenence” was transferred from undeveloped plots of land to properties held for sale.
In 2015, “Route de Grinchon” in Bluche VS, a property previously held for sale, was transferred into the investment property portfolio and reclassified as residential property.
11. Investment properties
Increases from purchases consisted of value-enhancing renovations of CHF 2.0 million (2015: CHF 4.2 million) and purchases and investments amounting to CHF 85.1 million (2015: CHF 11.7 million).
In 2016, one residential property (Route du Pont du Diable 7 in Lens) and two commercial properties (Chocolatière 21 in Echandens, C.-F. Ramuz 106 in Pully) were sold. CHF 3.4 million of the sales price was paid in securities, so the sales price was non-cash-effective to this extent.
In 2015, three residential properties (Moulins 127–129 and Moulins 131–133 in Yverdon-les-Bains, Pontarlier 1/Ancienne-Poste 36 in Vallorbe) were sold.
The valuation of investment properties was carried out by Wüest Partner AG in accordance with national and international standards and guidelines.
12. Tangible fixed assets and intangible assets
All intangible assets were acquired.
13. Goodwill arising from acquisitions
The goodwill resulting from acquisitions is charged against equity at the acquisition date. The theoretical amortisation is based on a straight-line method over a useful life of five years. The theoretical capitalisation of the goodwill would affect the results of the consolidated financial statements as follows:
Theoretical movements in goodwill
Effect on consolidated income statement
Effect on consolidated balance sheet
14. Financial assets
Transactions involving related parties and companies are described in Note 24.
15. Other liabilities
The liabilities from property accounts mainly comprise rental income that was received shortly before the balance sheet date but not yet forwarded to the owners of the relevant properties, or that was used for expenses relating to these properties.
16. Financial liabilities
Mortgages and fixed advances that are not repaid within 12 months but which are renewed are reported under “Non-current financial liabilities” to reflect the economic reality. Mortgages due for repayment within the next 12 months are reported under short-term financial debt.
A CHF 100 million bond maturing on 15 November 2021 was issued on 15 November 2016. The coupon is 0.55%.
Investment properties in the amount of CHF 344.3 million (31.12.2015: CHF 365.4 million) were pledged to secure long-term financial debt.
Unused credit lines totalled CHF 136 million at 31 December 2016.
As at the balance sheet date, amounts falling due are as follows:
Interest maturity periods are as follows (composition until next interest rate adjustment):
The weighted average interest costs for all mortgages and the bond amounted to 2.0% (2015: 2.2%).
The position includes mainly provisions for lease commitments (CHF 1.1 million, 2015: 1.5 million) and for pending legal cases and disputes (CHF 0.7 million, 2015: 0.8 million).
18. Deferred tax liabilities
Deferred tax liabilities are calculated using the local applicable tax rates for each subsidiary (see Note 7).
On 4 July, Investis Holding SA increased its share capital by CHF 148.4 million (par value CHF 0.3 million, reserves from capital contribution CHF 148.1 million). Costs related to the capital increase came to CHF 7.6 million, of which CHF 7.3 million was charged against capital reserves. As at 31 December 2016, the share capital consists of 1,280,000 registered shares at a par value of CHF 0.10 each. The number of shares of Investis Investments SA (formerly Investis Holding SA) as at 31 December 2015 amounted to 1,000,000 shares at a par value of CHF 1.00 each (see also Accounting Principles).
At the extraordinary shareholders’ meeting of Investis Holding SA held on 17 June 2016, a resolution was passed to create conditional share capital, pursuant to which the share capital may be increased by a maximum amount of CHF 30,000 by issuing a maximum of 300,000 shares, under exclusion of shareholders’ pre-emptive rights, in favour of directors, members of the Executive Board and employees of the Investis Group in the context of a management incentive plan.
Retained earnings are only distributable on a limited basis:
- –The retained earnings of Investis Holding SA pursuant to a General Assembly resolution
- –The retained earnings of subsidiaries in accordance with local fiscal and statutory requirements, first to the respective parent company
The non-distributable statutory and legal reserves amount to CHF 6.7 million (2015: 5.7 million).
Transactions in 2016
On 1 January 2016, Synergie Services Facility Management SA acquired the business of Alex Sanitaire Chaufferie Sàrl and integrated it into the acquiring company.
In May 2016, 100% of the shares in Ooh networks Sàrl, Lens, were sold for CHF 0.02 million.
Investis Holding SA, Zurich was incorporated on 7 June 2016 and registered in the commercial register of the Canton of Zurich on 8 June 2016 with a share capital of CHF 1,000,000 divided into 10,000,000 registered shares with a nominal value of CHF 0.10 each. The share capital was paid by the contribution in kind of 1,000,000 registered shares in Investis Investments SA (former Investis Holding SA), Lens, the former ultimate parent company of Investis Group.
On 13 July 2016, Investis Properties SA acquired the real estate company Domus Flavia Investments Ltd, Luxembourg.
On 21 July 2016, Investis Investments SA signed and closed a share purchase agreement according to which it acquired 100% of the shares in Minas-Tirith SA, Wollerau, that owned the 49% minority stake in the already consolidated Investis Patrimoine SA.
On 31 October 2016, Investis Investments SA acquired 100% of the shares in Clim-Assistance SA in Geneva. The company provides services in the area of ventilation and climate technology and thus completes the service range offered by the Real Estate Services segment in the Geneva area.
Transactions in 2015
With effect from 1 January 2015, Investis Properties SA acquired 100% of the real estate company La Pomardière SA and integrated it into the acquiring company.
With effect from 1 January 2015, Régie du Rhône SA acquired the real estate management company IMHOFF.CH Sàrl in Crans-Montana and integrated it into Régie du Rhône Crans-Montana SA.
With effect from 1 September 2015, Synergie Services Facility Management SA acquired the business of the sole proprietorship Rey’novtoit and integrated it into the acquiring company.
With effect from 29 September 2015, Investis Properties SA acquired 100% of the real estate company Société Immobilière Clovil SA and integrated it into the acquiring company.
With effect from 23 December 2015, Investis Properties SA acquired 100% of the real estate company Valotel SA.
21. Derivative financial instruments
In 2016, the Group changed its financing strategy and in November refinanced the first part of its mortgage loans with a bond. As a consequence, the designated purpose of the interest rate swaps changed from hedging to trading. The negative fair value was therefore recognised in the balance sheet.
22. Contingent assets and liabilities
There were no material contingent assets or liabilities on the balance sheet date.
23. Pledged assets and off-balance sheet lease/rental obligations
24. Transactions with related parties and companies
Business transactions with related parties and companies are based on standard commercial contractual forms and conditions. All transactions are included in the 2016 and 2015 consolidated financial statements. There are loans and services from and to related parties and companies. The respective balances from financial receivables are reported separately in these financial statements (see Note 14).
Among the companies controlled by members of the Boards of Directors is the investment firm Be Capital SA, which is controlled by Stéphane Bonvin.
In 2016, CHF 25 million was distributed to the former sole shareholder Stéphane Bonvin as a cash dividend. The financial assets of related parties were consequently reduced by CHF 15.0 million and as at 31 December 2016 amounted to CHF 30.0 million (2015: CHF 45.0 million). As at 31 December 2016 the trade receivables from Be Capital SA amounted to CHF 0.6 million (2015: CHF 0.0 million).
In May 2016, 100% of the shares in Ooh networks Sàrl, Lens, were sold to Be Capital SA at carrying value (CHF 0.02 million).
The consolidated income statement contains revenue amounting to CHF 1.1 million (2015: CHF 0.1 million) from the letting of three hotels in Fribourg, Rothrist and Sion to companies controlled by Stéphane Bonvin.
In 2015, CHF 9.9 million was distributed to the shareholder: CHF 5.1 million as a cash dividend, and the remaining CHF 4.8 million by transferring unconsolidated equity interests and receivables from these companies at their net market value.
25. Events after the balance sheet date
On 10 January 2017, Investis Investments SA signed and closed a share purchase agreement under which it acquired “Hauswartsprofis” and its operating subsidiaries. The goodwill calculation from this transaction has not yet been finalised because the closing measurement of the balance sheet items will be carried out after publication of the consolidated annual financial statements. The goodwill will be charged directly against shareholders’ equity and is expected to amount to CHF 15 million.
On 14 February 2017, Investis Holding SA issued a CHF 140 million fixed-rate bond with a coupon of 0.25% and a tenor of two years (until 14 February 2019). The proceeds were used to repay mortgages.
The Board of Directors approved the consolidated annual financial statements for publication on 21 March 2017. These statements are also subject to approval by the General Meeting of Investis Holding SA on 27 April 2017.
No other events occurred between 31 December 2016 and the date of approval of the consolidated financial statements, which would require adjustments to the carrying amounts of the Group’s assets and liabilities as at 31 December 2016 or disclosure in this section.