TÉMPORE PROPERTIES
SOCIMI, S.A.
Interim Financial Statements for the six- month period ended 30 June 2020
This is a free translation into English language of the Interim Financial Statements
originally prepared in Spanish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in case of discrepancies the Spanish language version shall prevail.
Grant Thornton
Paseo de la Castellana, 81 28046 Madrid
T. +34 91 576 39 99 F. +34 91 577 48 32
www.GrantThornton.es
This version of our report is a free translation into English language of our Report on Limited Review of the Interim Financial Statements originally prepared in Spanish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in case of discrepancies the Spanish language version shall prevail
REPORT ON LIMITED REVIEW OF INTERIM FINANCIAL STATEMENTS
To the Shareholders of Témpore Properties SOCIMI, S.A. at the request of the Board of Directors:
Introduction
We have performed a limited review of the accompanying interim financial statements of Témpore Properties SOCIMI, S.A. which comprise the interim balance sheet as at 30 June 2020, and the corresponding interim income statement, the interim statement of changes in net equity, the interim cash flows statement and the explanatory notes, for the six month period then ended. The Directors of the Company are responsible for the preparation and reasonable presentation of this interim financial statements in accordance with the financial reporting framework applicable to the Company (as identified in note 2.a) of the accompanying explanatory notes) and, in particular, with the accounting principles and criteria contained therein. Our responsibility is to express a conclusion on these interim financial statements based on our limited review.
Scope of Review
We have carried out our limited review in accordance with International Standard on Review Engagements 2410 "Review of interim financial information performed by the Independent Auditor of the Entity". A limited review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited review is substantially less in scope than an audit conducted in accordance with legislation governing the audit practice in Spain and consequently does not enable us to obtain assurance that we have become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
As a result of our limited review, which in no event may be understood to be an audit, nothing has come to our attention that causes us to believe that the accompanying interim financial statements do not present fairly in all material respects, the financial position of Témpore Properties SOCIMI, S.A. at 30 June 2020, and the results of their operations and cash flows for the six-month period then ended, in accordance with the applicable financial information regulatory framework and in particular, with the accounting principles and criteria contained therein.
Other matters
This report has been prepared at the request of the Directors of Témpore Properties SOCIMI, S.A. in relation to the publication of the six-month financial report required under Circular 6/2018 of Mercado Alternativo Bursátil on "Information to be provided by expanding companies and SOCIMI listed for trading on the Mercado Alternativo Bursátil".
Grant Thornton, S.L.P., Sociedad Unipersonal
David Calzada Criado
4 August 2020
Miembro de Grant Thornton International Ltd
Barcelona · Bilbao · Castellón · Madrid · Málaga · Murcia · Pamplona · Valencia · Vigo · Zaragoza
Grant Thornton, S.L.P., Sociedad Unipersonal, Paseo de la Castellana, 81 - 28046 Madrid, CIF B-08914830, inscrita en el RM de Madrid, T. 36.652, F. 159, H. M-657.409, inscripción 36ª y en el ROAC nº S0231
TÉMPORE PROPERTIES SOCIMI, S.A.
INTERIM BALANCE SHEET AS AT 30 JUNE 2020
(Expressed in €)
ASSETS | Notes | 30/06/2020 | 31/12/2019 | NET EQUITY AND LIABILITIES | Notes | 30/06/2020 | 31/12/2019 |
NON-CURRENT ASSETS | NET EQUITY | ||||||
354,499,835 | 315,455,930 | 144,159,524 | 127,745,755 | ||||
Intangible assets | 7,424 | 1,271 | Shareholders' equity | 9 | 144,171,065 | 127,757,295 | |
Investment Properties | 4 | 353,837,709 | 314,898,261 | Share capital | 30,786,830 | 27,073,971 | |
Long-term financial assets | 654,702 | 556,399 | Share premium | 120,280,354 | 105,169,018 | ||
Derivatives | 6 y 11 | 59,189 | 38,192 | Reserves | (428,153) | (355,441) | |
Other financial assets | 6 | 595,513 | 518,207 | Treasury shares | (303,494) | (297,582) | |
Prior year results | (4,985,261) | (1,102,689) | |||||
Other contributions from shareholders | 1,152,590 | 1,152,590 | |||||
Result for the year/period | (2,331,802) | (3,882,572) | |||||
Fair value adjustments | 11 | (11,540) | (11,540) | ||||
NON-CURRENT LIABILITIES | |||||||
217,133,052 | 194,477,515 | ||||||
CURRENT ASSETS | Long-term financial liabilities | 217,133,052 | 194,477,515 | ||||
11,825,920 | 10,673,540 | Financial debts | 10 | 215,856,091 | 193,478,699 | ||
Inventories | 7 | 480,971 | - | Other financial liabilities | 10 | 1,276,961 | 998,816 |
Trade and other accounts receivables | 1,000,213 | 1,314,342 | CURRENT LIABILITIES | 5,033,178 | 3,906,200 | ||
Trade debtors | 6 | 987,471 | 1,178,008 | Short-term provisions | 119,604 | 223,711 | |
Other receivables credits with Tax Administration | 12.1 | 12,743 | 136,334 | Short-term financial liabilities | 709,220 | 855,867 | |
Short-term financial assets | 264,538 | 301,345 | Financial debts | 10 | 293,299 | 259,018 | |
Other financial assets | 6 | 264,538 | 301,345 | Other financial liabilities | 10 | 415,921 | 596,849 |
Short-term accruals and prepayments | 161,107 | 148,281 | Trade creditors and other accounts payables | 4,204,354 | 2,826,622 | ||
Cash and cash equivalents | 9,919,090 | 8,909,572 | Trade payables | 10 | 4,114,613 | 2,642,244 | |
Cash | 8 | 9,919,090 | 8,909,572 | Other payables with Tax Administration | 12.1 | 89,741 | 184,378 |
TOTAL ASSETS | 366,325,754 | 326,129,470 | TOTAL NET EQUITY AND LIABILITIES | 366,325,754 | 326,129,470 |
Notes 1 to 15 and the Annex I of the accompanying explanatory notes are an integral part of these Interim Financial Statements for the six-month period ended 30 June 2020
1
TÉMPORE PROPERTIES SOCIMI, S.A.
INTERIM INCOME STATEMENT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Notes | 30/06/2020 | 30/06/2019 | |
CONTINUING OPERATIONS | |||
Revenue | 12.1 | 6,693,929 | 5,237,389 |
Services Rendered | 6,693,929 | 5,237,389 | |
Employee costs | 12.2 | (435,502) | (316,646) |
Salaries, wages and similar | (386,857) | (281,248) | |
Employee benefits expense | (48,645) | (35,398) | |
Other operation expenses | 12.3 | (4,056,150) | (4,489,161) |
External services | (3,029,554) | (3,697,913) | |
Taxes | (718,269) | (671,899) | |
Losses, impairment and provisions for commercial operations | 6 | (308,328) | (119,349) |
Depreciation of fixed assets | 4 | (1,953,955) | (1,763,140) |
Impairment and result from disposals of real estate investments | 4 | 158,606 | 62,993 |
Result from disposals and other | 158,606 | 62,993 | |
OPERATING RESULT | |||
406,927 | (1,268,565) | ||
FINANCIAL RESULT | |||
(2,726,677) | (60) | ||
RESULT BEFORE TAX | 12.4 | (2,319,750) | (1,268,625) |
Corporation tax | (12,051) | (1,116) | |
RESULT FOR THE YEAR | (2,331,802) | (1,269,741) |
Notes 1 to 15 and the Annex I of the accompanying explanatory notes are an integral part of these Interim Financial Statements for the six-month period ended 30 June 2020
2
TÉMPORE PROPERTIES SOCIMI S.A.
INTERIM STATEMENT OF CHANGES IN NET EQUITY FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
A) INTERIM STATEMENT OF RECOGNISED INCOME AND EXPENSE
(Expressed in €)
Notes | 30/06/2020 | 30/06/2019 | |
NET RESULT RECOGNISED IN THE INCOME STATEMENT (I) | 3 | ||
(2,331,802) | (1,269,741) | ||
TOTAL INCOME AND EXPENSE ATTRIBUTED DIRECTLY TO EQUITY (II) | |||
(72,712) | (13,669) | ||
TOTAL TRANSFERS TO THE INCOME STATEMENT (III) | |||
- | - | ||
TOTAL RECOGNISED INCOME AND EXPENSE (I+II+III) | (2,404,513) | (1,283,410) |
Notes 1 to 15 and the Annex I of the accompanying explanatory notes are an integral part of these Interim Financial Statements for the six-month period ended 30 June 2020
3
TÉMPORE PROPERTIES SOCIMI, S.A.
INTERIM STATEMENT OF CHANGES IN NET EQUITY FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
- INTERIM STATEMENT OF RECOGNISED INCOME AND EXPENSE(Expressed in €)
Other | |||||||||
Share capital | Share premium | Reserves | Treasury shares | Prior year | contributions | Value change | Result for the | TOTAL | |
results | from | adjustment | year/period | ||||||
shareholders | |||||||||
BALANCE AT 31 DECEMBER 2018 | |||||||||
27,073,971 | 297,277,606 | (341,436) | (219,453) | (718,295) | 1,152,590 | - | (384,394) | 323,840,589 | |
Total recognised income and expense | - | - | (13,669) | - | - | - | - | (1,269,741) | (1,283,410) |
Prior year results distribution | - | - | - | - | (384,394) | - | - | 384,394 | - |
Transactions with equity holders or owners | 19,689 | ||||||||
Transactions with own shares and equity holdings | - | - | - | 19,689 | - | - | - | - | |
BALANCE AT 30 JUNE 2019 | |||||||||
27,073,971 | 297,277,606 | (355,105) | (199,764) | (1,102,689) | 1,152,590 | (1,269,741) | 322,576,868 | ||
Total recognised icome and expense | (336) | - | (11,540) | (2,612,831) | (2,624,707) | ||||
Prior year result distribution | - | - | - | - | - | - | - | - | - |
Transactions with equity holders or owners | - | ||||||||
Distribution of dividends | (192,108,588) | - | - | - | - | - | - | (192,108,588) | |
Transactions with own shares and equity holdings | - | - | - | (97,818) | - | - | - | - | (97,818) |
BALANCE AT 31 DECEMBER 2019 | |||||||||
27,073,971 | 105,169,018 | (355,441) | (297,582) | (1,102,689) | 1,152,590 | (11,540) | (3,882,572) | 127,745,755 | |
Total recognised income and expense | - | - | (72,712) | - | - | - | - | (2,331,802) | (2,404,514) |
Prior year results distribution | - | - | - | - | (3,882,572) | - | - | 3,882,572 | - |
Transactions with equity holders or owners | 18,824,195 | ||||||||
Capital increases (Note 9) | 3,712,859 | 15,111,336 | - | - | - | - | - | ||
Transactions with own shares and equity holdings (Note 9) | - | - | - | (5,912) | - | - | - | - | (5,912) |
BALANCE AT 30 JUNE 2019 | |||||||||
30,786,830 | 120,280,354 | (428,153) | (303,494) | (4,985,261) | 1,152,590 | (11,540) | (2,331,802) | 144,159,524 |
Notes 1 to 15 and the Annex I of the accompanying explanatory notes are an integral part of these Interim Financial Statements for the six-month period ended 30 June 2020
4
TÉMPORE PROPERTIES SOCIMI, S.A.
INTERIM CASH FLOW STATEMENT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Notes | 30/06/2020 | 30/06/2019 | ||
CASH FLOW FROM OPERATING ACTIVITIES (I) | ||||
3,227,921 | (34,831) | |||
Net result of the period before income tax | (2,319,750) | (1,268,625) | ||
Adjustments to the net result: | 4,830,354 | 1,819,496 | ||
Amortization and depreciation (+) | 4 | 1,953,955 | 1,763,140 | |
Change in provisions (+/-) | 11.3 | 308,328 | 119,349 | |
Proceeds from disposals of investment properties | 4 | (158,606) | (62,993) | |
Financial expenses | 10 | 2,726,677 | - | |
Changes in operating assets and liabilities : | 717,317 | (585,702) | ||
Inventories (+/-) | 7 | (480,971) | 1,121 | |
Trade and other accounts receivables (+/-) | 6 | (29,390) | (1,019,557) | |
Other non-current assets and liabilities (+/-) | 6 y 10 | (261,054) | (205,829) | |
Trade and other accounts payables (+/-) | 1,287,893 | 710,147 | ||
Other current assets and liabilities (+/-) | 6 y 10 | 200,839 | (71,584) | |
CASH FLOWS FROM INVESTING ACTIVITIES (II) | ||||
(40,740,945) | 3,035,853 | |||
Payments for investments: | (41,814,796) | (132,555) | ||
Investment property | 4 | (41,807,669) | (132,555) | |
Intangible assets | (7,127) | - | ||
Proceeds from investments: | 1,073,851 | 3,168,408 | ||
Investment property | 1,073,851 | 3,168,408 | ||
CASH FLOW FROM FINANCING ACTIVITIES (III) | ||||
38,522,542 | 19,689 | |||
Proceeds from and payments for equity instruments | 18,818,283 | 19,689 | ||
Acquisition of own equity instruments | 9 | (5,912) | (13,361) | |
Disposal of own equity instruments | 9 | 18,824,195 | 33,050 | |
Proceeds from and paymentsfor financial liability instruments: | 19,704,259 | - | ||
Issuance of debts with credit institutions | 21,131,047 | - | ||
Repayment and repayment of debts with credit institutions | (1,405,788) | - | ||
Other debts | (21,000) | - | ||
EFFECT OF EXCHANGE RATE FLUCTUATIONS (IV) | ||||
- | - | |||
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV) | 1,009,518 | 3,020,711 | ||
Cash & cash equivalents at the beginning of the period | 8,909,572 | 2,525,220 | ||
Cash & cash equivalents at the end of the period | 8 | 9,919,090 | 5,545,931 |
Notes 1 to 15 and the Annex I of the accompanying explanatory notes are an integral part of these Interim Financial Statements for the six-month
period ended 30 June 2020
5
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
1. General Information
Témpore Properties SOCIMI, S.A. (the "Company") was incorporated in Spain on 7 July 2017 in accordance with the revised text of the Capital Companies Act approved by Royal Legislative Decree 1/2010 of 2 July (the "Capital Companies Act") by public deed executed before the notary of Madrid Mr. Jesús Roa Martínez. The Company is entered in the Madrid Mercantile Registry, volume 36-087, sheet 202, section 8th, page M- 648435, entry 1st.
Its registered office is at Paseo de la Castellana 89, 28046 Madrid.
The Company's main activity is the acquisition, development and management of real estate investment properties in Spain for leases purposes under the Law 11/2009 of 26 October, also, amended by the Law 16/2012, of 27 December regulating the Sociedades Anónimas Cotizadas de Inversion en el Mercado lnmobiliario (the "SOCIMI Law").
Its corporate objects according to its bylaws, is as follows:
- The acquisition and development of urban properties for leasing purposes.
- The ownership of interests in the share capital of other Sociedades Anónimas Cotizadas de Inversión en el Mercado Inmobiliario ("SOCIMI") or other companies not resident in Spain with the same corporate object to that of the former and that are subject to a regime similar to that established for the SOCIMI in relation to the mandatory, legal or statutory profit distribution policy.
- The ownership of interests in the share capital of other companies, resident or not in Spain, which its main corporate object is the acquisition of urban properties for leasing purposes, that are subject to a regime similar to that established for the SOCIMI in relation to the mandatory, legal or statutory profit distribution policy and meet the investment requirements as referred to in the article 3 of the SOCIMI Law.
- The ownership of shares or ownership of interests in property Collective Investment Undertakings ("Instituciones de Inversión Colectiva Inmobiliaria") governed by the Collective Investment Undertakings Law 35/2003, of 4 November.
Additionally, the Company may develop any other ancillary activities to those referred to above, meaning any activities generating, in the aggregate, less than 20% of the income of the Company for each tax period or otherwise deemed ancillary in accordance with applicable laws from time to time.
It is excluded any other activities that according to the law should be compliant with special requirements not being met by the Company.
All of the Company's shares are listed since 3 April 2018 in the alternative stock market (MAB) being part of the SOCIMI segment.
On 4 July 2019, the Company has entered into a corporate financing agreement. The financing agreement includes a loan amounting to € 195,882,014 ("Term Facility"), and a credit line amounting to € 5,000,000 ("CAPEX Facility"). The amount of the loan has been drawn by the Company on 7 August 2019, but credit line remains undrawn at the balance sheet date. The loan has a two years maturity, but it can be extended for 3 years (see note 10).
On 5 August 2019, the General Extraordinary Shareholders Meeting of the Company has approved the pay back of part of the share premium, for an amount of € 7.10 gross per share with voting rights. The total amount paid on 7 August 2019 has been € 192,109 Thousand and was paid on 7 August 2019 (see note 9).
6
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
On 6 August 2019 the Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria, S.A. (hereinafter, "Sareb, S.A.) transferred to Tempore Holsdings, SCSp, a Luxxembourg based company with registered office at street Eugene Ruppert 5C, L-2453,shares representing the 75% of the capital of the
Company. Tempore Holdings SCSp is a company controlled by TPG Real Estate Partners III, L.P. (hereinafter, "TPG"), As a result of this transaction, TPG owns 20.305.479 shares of the Company, representing 75% of its share capital and Sareb, S.A. owns 6,531,825 shares, representing 24,12% of its share capital. Because of change in the shareholding of the Company, the Board of Directors has changed.
In accordance with the provisions of the Company's bylaws, any investors making an offer of at least 50% of the share capital must make a purchase offer to all the other shareholders. As a result of the share purchase offer made by Tempore Holdings SCSp, addressed to the Company's shareholders other than Sareb, S.A., a purchase offer was made on 5 July 2019 so that the minority shareholders could transfer their shares to TPG on the same terms as the transfer of Sareb's shares. This offer was accepted by shareholders holding 196,772 shares representing 0.727% of the share capital.
On 28 February 2020, the Company acquired from Global Pantelaria, S.A. 153 homes, 165 parking spaces and 57 storage rooms in Castellón (Community of Valencia). This operation was complemented by the acquisition on 30 March 2020 of 16 homes, 17 parking spaces and 8 storage rooms at the same property and belonging to the same seller (Global Pantelaria, S.A.)
On 9 March 2020, the Company acquired 184 homes, 194 parking spaces and 89 storage rooms from Sareb, S.A. The housing portfolio acquired consists mainly of developments located in Almazora (Castellón), Arroyo de la Encomienda (Valladolid), Leganés (Madrid), Villareal (Castellón) and Madrid (see Note 5).
On April 22, 2020, the General Shareholders' Meeting of the Company has approved a capital increase through a capitalisation of loans with its majority shareholder Témpore Holdings SCSp, in accordance with Articles 286, 296, 297 and 301 of the Capital Companies Act. The Company has agreed to increase share capital €3,712,859 by issuing and placing into circulation 3,712,859 new registered shares of €1 par value each, of the same class and series as those currently in circulation and a share premium of €4.07 per share (see note 9) On 22 April 2020, the General Shareholders' Meeting approved the capital increase through the compensation, in accordance with Articles 286,296,297 and 301 of the Capital Companies Act, of the following loans:
- Loan of €9,500,000 signed on 24 February 2020 with Témpore Holdings SCSp.
- Contract for the assignment of a debit position with Témpore Holdings SCSp, signed on March 6, 2020, in the amount of €9,324,000.Through this contract, the company has assigned to Témpore Holdings SCSp the debit position it held with Sareb, S.A. arising from the deferred price in the context of the acquisition of assets carried out on March 6, 2020 (see note 4). This contract confirms that the amount of €9,324,000 is liquid, due and payable to date and calls for the General Shareholders' Meeting to agree on the capitalization of this loan.
Consequently, the total share premium corresponding to the new shares' amounts to € 15,111,336.13 and the total amount to be paid in capital and share premium is €18,824,195.13 (see note 9). This has modified article 6 of the Company's bylaws regarding the share capital figure. The capital increase was registered at the Mercantile Registry on 10 June 2020.
Finally, on March 11, 2020, the World Health Organization classified the COVID-19 Coronavirus outbreak as a pandemic due to its rapid global spread, affecting more than 150 countries.
In the context of this pandemic, the Company has reached a series of agreements for the partial deferral of accrued rent, with certain tenants who were affected by the situation, which accounted for approximately 6% of the contracts outstanding at 30 June 2020. These agreements do not, in any case, detract from the monthly accrued amounts. Beyond these situations, the Company has not experienced a significant impact on the income statement for the six-month period ended 30 June 2020, having even improved certain key business ratios such as the total occupation of its portfolio.
7
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
- SOCIMI Regime
On 26 September 2017, the Company informed the Tax Authorities its decision to opt for the SOCIMI Regime with retroactive effects from the date of its incorporation, on 7 July 2017, being therefore subject, to the SOCIMI Law.
The Company is regulated in accordance with the SOCIMI Law, of 26 October, also, amended by the Law 16/2012, of 27 December, governing Sociedades Anónimas Cotizadas de Inversión en el Mercado Inmobiliario (SOCIMIs). In the Articles 3 to 6 of the mentioned law it is stated the main requirements and obligations to be complied with by this kind of companies:
Investment requirements (Art, 3)
-
The SOCIMI must have invested at least 80% of the value of their assets in urban properties for leasing purposes, in land to develop properties to be earmarked for that purpose, provided that development begins within three years following its acquisition, and in equity investments in other companies referred to in Article 2.1 of above mentioned SOCIMI Law.
The mentioned percentage will be calculated on the consolidated balance sheet in the event that the company is the parent of a group according to the criteria set out in Article 42 of the Code of Commerce, regardless of the residence and the obligation to prepare Consolidated Financial Statements. The group will be composed exclusively by the SOCIMI and the other entities that paragraph 1 of Article 2 of the Law that regulates concerns.
The asset value is determined by the average of the quarterly individual balance sheets of each financial year. The Company can choose to calculate that value by substituting the book value by the market value of the elements of such balance sheets, which apply to all balances sheet for the financial year. - At least, 80% of the income for the fiscal year corresponding to each year, excluded those arising from the transfer of the shares and investment properties used by the Company to achieve its main corporate object, once the retention period referred to below has been elapsed, should arise from the lease of investment properties or from dividends or profit on shares coming from the aforementioned investments.
This percentage will be calculated on the consolidated result in the event that the Company is the parent of a group according to the criteria set out in Article 42 of the Code of Commerce, regardless of the residence and the obligation to prepare Consolidated Financial Statements. The group will be composed exclusively by the SOCIMI and the other entities that paragraph 1 of Article 2 of the Law that regulates concerns.
The Company has no subsidiaries as of 30 June 2019 and 31 December 2018. - The investment properties included in the Company's assets should remain leased for at least three years. The time during which the properties have been made available for lease will be included in calculating this term, with a maximum of one year.
In this sense, the period shall begin: - Regarding real estate assets owned by the Company before having opted for the SOCIMI Regime, the period would be computed from the initial date of its first tax period in which the special tax regime set out in the act, provided that at such date the property was leased or offered for lease.
- Regarding real estate assets subsequently acquired or promoted by the Company, from the date on which they were leased or offered for lease for the first time.
Regarding shares in entities as specified in paragraph 1 of Article 2 of the SOCIMI Law, they shall be maintained by the Company for at least three years from its acquisition or, if applicable, from the beginning of the first tax period in which the special tax regime set out in the act is applied.
Obligation of being listed on a regulated market or in a multilateral trading system (Art. 4)
The shares of the SOCIMI must be admitted to trading on a Spanish regulated market or a multilateral system Spanish negotiation or any other Member State of the European Union or the European Economic
8
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Area ("Espacio Económico Europeo") or in a regulated market of any country or territory with in which there is an effective exchange of tax information, continuously throughout the whole tax period. The shares must be nominative.
Minimum capital required (Art. 5)
The minimum share capital figure is set at € 5 Million.
Distribution Obligation Results (Art. 6)
The Company must distribute as dividends, after fulfilling the mercantile requirements:
- 100% of profits from dividends by entities as stated in paragraph 1 of Article 2 of the Law 11/2009.
- At least 50% of the profits derived from the transfer of the investment properties and shares as stated in paragraph 1 of Article 2 of the Law 11/2009, made after expiry of the minimum holding periods, affected to its main corporate object. The rest of these benefits must be reinvested in other investment properties or shares affecting the attainment of that objective, within the three years following the date of transmission.
- At least 80% of the rest of the profits obtained. When the dividend distribution is made out of reserves from profits of a year in which has been applied the special tax regime, the distribution will necessarily be taken as previously described.
The agreement for the distribution of dividends must be agreed within six months following the end of each financial year and paid within the month following the date of the distribution agreement.
As established by the first Transitional Provision of the Law 11/2009 of October 26, amended by Law 16/2012, of 27 December, the SOCIMI can opt for the application of the special tax regime under the terms established in Article 8 of that Law, even if the requirements are not completed, but such requirements are met within two years from the date since the Company opted for the SOCIMI regime.
The failure to comply with any of the above conditions means that the Company will be taxed under the general corporate income tax regime, from the tax period in which such failure arises, unless it would be fixed in the following year. In addition, the Company will be obligated to pay the quote of the currently tax period, and also the difference between the amount that the tax resulting from applying the general corporate income tax regime and the tax paid resulting from applying the SOCIMI regime in previous tax periods, subject to corresponding interest, recharges and penalties, if any, may be applicable.
The tax rate of the SOCIMI in the Corporate Income Tax is set at 0%. However, if the dividends that SOCIMI distribute to its shareholders with a holding percentage higher than 5% are exempt or taxed at a rate lower than 10%, the SOCIMI is subject to a special tax rate of 19%, which will be considered as corporate income tax, on the amount of dividend distributed to such shareholders. To be applicable, this special rate must be satisfied by the SOCIMI within two months from the date of the dividend distribution.
- Non-monetaryasset contribution
On 4 December 2018, Sareb, S.A. made a non-monetary asset contribution consisting of the contribution of a portfolio of finished homes available to the € 148,833,745 (see Notes 5 and 9).
In addition to the aforementioned described assets, it has also been transferred all the lease contracts linked to those assets as well as the rental guarantees and additional deposits received from tenants amounting to € 235,628, as well as the deposits deposited in the different official bodies in the amount of € 106,986.
Finally, there was also a free transfer of the tenant debt associated with the leases transferred. The nominal value of the renters' debt, which amounted to € 423,593, was recorded, together with a provision of insolvencies of the same amount, under the heading "Commercial debtors and other receivables" on the balance sheet.
9
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Likewise, on November 24, 2017, Sareb, S.A. (by that time the sole shareholder of the Company) made a non-cash contribution consisting of the contribution of a portfolio of finished homes available for rent in the amount of € 175,457,832 (see notes 4 and 9).
In addition to the before mentioned properties, the living leases associated with them were transferred, as well as the deposits received and additional guarantees amounting to € 1,118,936, as well as the deposits deposited in the different official bodies in the amount of € 538,701 and lease fees charged in advance in the amount of € 41,634.
Lastly, a free cession of the tenants' debt associated with the assets transferred was also made, The nominal value of the tenants' debt, which amounts to € 478,047 is recorded together with a doubtful debt provision for the same amount under the heading "Trade debtors and other accounts receivable" of the balance Sheet.
The value of the contribution was established based on an assessment by an independent expert and subsequently certified by another independent expert appointed by the Mercantile Registry in compliance with Article 67 of Spanish Capital Companies Law. These transactions were not considered as a business combination of the main shareholder and the properties were, therefore, recorded at their fair value.
- Property and Asset Management Agreement
On 24 November 2017, the Company and Azora Gestión S.G.I.I.C., S.A. (the "Management Company") signed a property management agreement (the "Property Management Agreement") as well as a strategic management agreement (the "Asset Management Agreement") in order to delegate part of the ordinary management of the assets owned by the Company, for a minimum initial term of 2 years with annual renewals up to a term of 5 years.
The remuneration of the Property Management Agreement has been agreed as a percentage of the effective gross rental income collected by the Company. Such percentage is variable based on the effective occupancy rate of the Company with a maximum of 4.5% in case the occupancy rate is over 90%, 4% if the occupancy rate is between 70% and 90% and 3.5% in case the occupancy rate does not exceed 70%.
In addition, the Management Company will charge a monthly rent (plus the applicable VAT rate) for every new lease contract signed and in case of sale of real estate assets the Management Company will charge a fixed percentage of 1.5% of the sale price (plus the applicable VAT rate).
The property management fee is calculated and invoiced on monthly basis.
On the other hand, Asset Management services are differentiated between a fixed component, set at 0.3% of the latest available valuation, and a variable component, based on the return on the Company's net income with respect to the gross book value of the real estate assets, which may range between a minimum of 0% and a maximum of 0.3% of the average fair market value for each year, according to the fulfilment of the established profitability objectives.
On 30 November 2019, the initial period of the above-mentioned contract expired not being renewed by the Company. The termination of the contract has not entailed any extraordinary obligation of payment between the parties other than the Company's obligation to pay Azora the remuneration accrued for the provision of its services under the terms provided for in the contract, until the time of its completion.
Effective from 1 December 2019, the Company and BSERVICER BASICO, S.L., a company of the Basico Group ("Basico"), have signed a Property Management contract under which Basico will provide the Company with the services of asset management and leasing, commercialization of assets under lease and for sale, accounting, administration and reporting, as well as other additional services related to the operational management of the real estate portfolio owned by the Company.
The main services described above shall be remunerated according to the following scheme:
- For Property Management services, as a percentage of the gross income obtained by the Company. This percentage varies according to the effective occupancy rate of the properties and the number of dwellings under management, up to a maximum of 4.10% depending on the parameters mentioned above.
10
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
- For commercialization fees, calculated based on the Monthly Lease Rents depending on the commercialization period of the corresponding asset, it can range from one and a half monthly rent to three quarters of a monthly rent.
- For broker fee services shall consist of an amount equivalent to % of the price for each intermediate sale.
- Fees relating to accounting are determined by the number of assets or dwellings, the fees relating to the accounting and management of the corporate treasury will amount to a fixed annual amount.
The initial term of the contract is two years and one month, expiring on 31 December 2021, which can be extended annually unless at least six months' notice is given by either party.
- Contract of general services
On 15 December 2017, the Company signed, with, by that time, its sole shareholder Sareb, S.A., a contract for the provision of general services. The fees stipulated by this contract consist of a fixed amount of €24,000 until 1 March 2018 and € 11,393 (plus applicable VAT) thereafter that are accrued and paid on a monthly basis. Said contract has a fixed term for 30 June 2018 and it is possible to establish quarterly extensions by agreement of both parties.
On 1 July 2018, the Company signed with Sareb, S.A. an addition to the contract for the provision of general services. The new stipulated fees consist of a fixed amount of € 11,393 (plus applicable VAT) that are accrued and paid on a monthly basis. That addition establishes a fixed maturity of 31 December 2018, and quarterly extensions may be established by agreement of both parties.
On 5 August 2019, the Company signed a new addendum to the above-mentioned contract, agreeing new fees for a fixed amount of € 8,475 (plus applicable VAT), which are accrued and paid on a monthly basis. This addendum stated an initial term expiring on 31 December 2019, with only one extension permitted until 20 March 2020, although it has not been exercised so at the end of the year it terminated.
On 5 August 2019, the Company has signed a service agreement ("Management Services") with TPG RENEW YORK, INC., for which it is agreed that a maximum annual fee amounting to € 400 thousand can be accrued.
- Right of first offer on Sareb S.A.'s portfolio of assets
On 15 December 2017, the Company signed, with, by that time, its sole shareholder, a framework agreement for which a right of first offer was granted over Sareb, S.A.'s portfolio of assets. The agreement has an established maturity of 15 December 2020.
On 16 July 2018, the above-mentioned framework agreement has been drafted in the form of a full contract which further reflects the guidelines set out in the previous framework agreement. The expiration of the first offer contract remains unchanged (15 December 2020). Said agreement may be carried out on all those assets that meet the following conditions:
- Finished homes located in Spain in municipalities with over 25,000 inhabitants or in areas of influence of large municipalities.
- First residence assets.
- Property of Sareb, S.A. and that are free of sales commitments to third parties.
- Completed properties or work in progress provided that it has a degree of progress not less than 90% (understanding as such that the completion of the work in progress does not require more than 10% if the total cost of the said work.
11
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
- Promotions whole or when Sareb, S.A. owns several properties in the same building that represent at least 25% of the total building.
- In case of being rented they do not have an impairment rate higher than 4%.
- With the necessary licenses and, in particular, first occupancy license/habitability certificate (in case of work in progress, this requirement will not apply).
-
In completed homes, do not require an investment of more than 5% of the purchase price.
2. Basis of presentation of the Interim Financial Statements
- Financial information reporting framework
These Interim Financial Statement have been drawn up by the Company's directors based on the regulatory financial information framework applicable to the Company, in accordance with:
- Code of Commerce and the prevailing mercantile legislation.
- The Spanish General Accepted Accounting Policies approved by the Royal Decree 1514/2007 as amended by the Royal Decree 1159/2010 and the Royal Decree 602/2016, and the applicable adapted accounting policies for real estate companies.
- The mandatory rules approved by the Spanish Accounting and Auditing Body ("Instituto de Contabilidad y Auditoría de Cuentas") in development of the General Accepted Accounting Policies and its complementary rules.
- Law 11/2009, of 26 October, amended by Law 16/2012, of 27 December, regulating the SOCIMIs in relation to the obligations of information to detail in these Interim Financial Statements.
- Remaining Spanish accounting legislation that may apply.
Although the Company meets the requirements for the preparation of abridged Interim Financial Statements in accordance with the provisions of Articles 257, 258 and 261 of the Capital Companies Law, these have been prepared in full in accordance with Circular 6/2018 of the Alternative Stock Market (MAB).
During the six-month period ended 30 June 2020 there have been no significant changes in the estimates made at the end of the previous fiscal year. The preparation of these Interim Financial Statements, despite not matching with the Company's fiscal year (since the fiscal year end is 31 December of each year), does not obey compliance with legal or regulatory requirements, instead it fulfills the obligation imposed by the authority of the Alternative Stock Market in accordance with the Circular 6/2018 of the MAB.
The annual accounts corresponding to the fiscal year 31 December 2019, were drawn-up by the Board of Directors of the Company on 5 March 2020 and were approved by the General Shareholders' Meeting on 22 April 2020 and have been deposited in the Mercantile Registry of Madrid.
- Fair presentation
The Interim Financial Statements for the six-month period ended 30 June 2020 have been prepared from the Company's accounting records and are presented in accordance with the prevailing mercantile legislation so as to present fairly the Company's net equity, financial position and results and the cash flows in the Interim Cash Flow Statement.
The Interim Financial Statements have been prepared by the Company's directors on 4 August 2020 in order to comply with the requirement to present interim financial information as at 30 June 2019 in the Mercado Alternativo Bursátil.
12
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
- Accounting principles applied
These Interim Financial Statements have been prepared in accordance with the accounting policies described in note 3. No mandatory accounting principles with significant impact to the preparation of the Interim Financial Statements have not been applied.
- Critical measurement issues and estimates of uncertainty
Estimates made by the company's administrators have been used in the preparation of the accompanying Interim Financial Statements to assess some of the assets, liabilities, income, expenses, and commitments recorded therein. Basically, these estimates refer to:
- The assessment of impairments over certain assets (notes 3.2 and 4).
- The useful life of the investment properties (note 3.1).
• Corporate tax: the Company has chosen to benefit from the SOCIMIs tax regime which implies that the corporate tax rate amounts to 0% provided that the requirements set out in the SOCIMIs Act are met (see Note 1) and by the regulator of the multilateral trading system in which the Company's shares are quoted. In accordance with the provisions of that law, and provided that the shares of the Company are admitted to trading on a regulated market or in a multilateral trading system in accordance with Articles 3 and 4 of the SOCIMI Act respectively, the tax able income shall be taxed at the general tax rate. Directors are monitoring compliance with legal requirements to take advantage of the tax benefits provided. The company's Directors consider that those requirements will be fulfilled in their entirety in the twelve-month period from 31 December 2020.
The Company has recognized the corresponding corporate income tax on the rents generated by those assets as a well as on the benefits generated for its disposal
- Calculation of the variable compensation of the services of "Asset Management" (see Note 1.c).
Even though these estimates have been made based on the best available information as of 30 June 2020,it is possible that future events might require modifying them (upwards or downwards) in the next periods, which in any case, would be made prospectively, recognizing the effects of the change in estimate in accordance with the accounting regulations in force.
- Comparative information
The information contained in these Interim Financial Statements relating to the 2019 financial year and the six-month period of the period ended 30 June 2019 is presented solely and exclusively, for the purposes of comparison with the information relating to the period six-month-old ended 30 June 2020.
- Grouping of items
For clarity, certain items presented in the Interim Balance Sheet. Interim Income Statement. Interim Statement of Changes in Net Equity and Interim Cash Flow Statement are grouped together and when significant a breakdown is presented in the Notes to the Interim Financial Statements.
- Changes in accounting criteria
During the six-month period ended 30 June 2020 there have been no changes in significant accounting criteria with respect to the criteria applied in the year 2019.
- Environmental impact
Given the activity of the Company, it has no responsibilities, expenses, assets, provisions, or contingencies of environmental nature that could be significant in relation to the net equity, financial position or it results.
Therefore, in the current Interim Financial Statements no information regarding this matter has been disclosed.
13
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
3. Accounting Policies
3.1 Investment Properties
The heading Investment Properties of the Interim Balance Sheet comprises lands, buildings and other constructions held to earn rents or for capital appreciation upon disposal due to increases in their respective market prices in the future.
The investment properties held by the Company as of 30 June 2020 and 31 December 2019 have been mainly obtained through the non-monetary asset contribution from its Sole Shareholder as described in note 1.b.
Initial recognition
Investment Properties are initially valued at their acquisition cost, to which is added the amount of additional or complementary investments that are made, and subsequently are mined for the corresponding accumulated depreciation and impairment losses, if any, in accordance with the criteria described in this note.
Repairs that do not represent an extension of the useful life and maintenance costs are registered in the income statement of the year in which they occur. The costs of expansion or improvement that give rise to an increase in the productive capacity or to a lengthening of the estimated useful life of the goods are incorporated into the asset increasing its value.
Investment Properties were valued at the date of contribution at their fair value and the costs of extension, modernization or improvement of the assets included under this heading are incorporated as a higher value of the asset only when they imply an increase in their capacity, productivity or extension of its estimated useful life, and whenever it is possible to know or estimate the book value of the items that are disposed from the inventory for having been replaced.
The Company has not capitalized interests or financial charges as a higher cost of its Investment Properties in the six-month period ended 30 June 2020, or during the previous exercises.
Depreciation
Investment properties depreciate on a straight-line basis considering their estimated useful life. The depreciation rate and the estimated useful life of the asset within investment properties are as follows:
Annual | Estimated | |
years of | ||
percentage | ||
useful life | ||
Depreciation rate: | ||
Constructions | 2 | 50 |
Technical installations | 10 | 10 |
Furniture | 10 | 10 |
Investment Properties under construction do not begin to depreciate until they start operating, when they are transferred to their corresponding heading in investment properties, according to their nature. There are no investment properties under construction as of 30 June 2020 or 31 December 2019.
3.2 Impairment of investment properties
Whenever there is an objective evidence of impairment of the investment properties, and at least at year end, the Company performs an impairment test to estimate the possible losses that reduces the recoverable amount below the carrying value.
14
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
The recoverable amount is the highest between the fair value less costs to sell and its value in use.
To determine the fair market value of the investment properties, the Company requests an appraisal to an independent valuation expert at year end. Such appraisal is performed in accordance with the provisions of the Royal Institute Chartered Surveyors (RICS) in the United Kingdom using the International Valuation Standards (IVS) issued by the International Valuation Standard Committee (IVSC).
Impairment losses and reversals are accounted for in the income statement and are reversed whenever the circumstances that originated them disappear. The reversal of the impairment is capped to the carrying amount of the asset for which it would have been accounted for in the interim balance sheet in case the impairment loss would not have been recognized.
In the opinion of the Company's directors, there have been no signs of impairment in the investment properties as of 30 June 2020 and therefore they have not recorded any impairment.
3.3 Leases
Leases are always classified as financial leases whenever the terms thereof reveal that the lease transfers substantially all the risks and rewards of ownership of the asset to the lessee. As of 30 June 2019, the Company has no financial leases.
All other leases are classified as operating leases.
Operating leases:
Income and expenses derived from operating leases are recorded in the income statement in the period in which they are accrued. Likewise, the cost of acquisition of the leased asset is presented in the interim balance sheet according to its nature, increased by the amount of directly attributable contract costs, which are recognized as an expense over the estimated contract term using the same method applied to recognize the lease income.
Any collection or payment that may be made when an operating lease is arranged is treated as an advanced collection or payment and is taken to results over the estimated lease period as the profits from the leased asset are assigned or received.
3.4 Financial assets
Classification
The Company's financial assets are classified according to the following categories:
- Loans and receivables: financial assets arising on the sale of assets or the provision of services in relation the Company's business operations, or financial assets not arising from business transactions that are not equity or derivative instruments, from which collections arise in fixed or determinable, and are not traded in an active market.
- Rental guarantees and deposits: include amounts in relation to guarantee deposits due to the operating leases of the Company.
- Cash and cash equivalents: include the Company's cash on hand and in banks and short-term deposits with an original maturity of three months or less and which are subject to an insignificant risk of changes in value.
Initial recognition
Financial assets are initially measured at fair value, including directly attributable transaction costs
Subsequent measurement
Rental guarantees and deposits are carried at the amount paid, given that the amount paid does not differ
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TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
significantly from its fair value.
Receivables are carried at amortized cost.
Financial assets are disposed when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has substantially transferred the risks and rewards of ownership.
3.5 Financial Derivatives
Financial derivatives are valued, both at the initial and in subsequent valuations, at fair value. The method of recognizing the resulting loss or gain depends on whether the derivative has been designated as a hedging instrument or not and, where applicable, the type of hedging. The Company designates certain derivatives as:
a) Fair Value hedge
Changes in the fair value of derivatives that are designated and qualified as fair value hedge are recorded in the profit and loss account, along with any changes in the fair value of the covered asset or liability that are attributable to the risk covered.
b) Cash flow hedge
The effective share of changes in the fair value of derivatives that are designated and qualified as cash flow hedges are transiently recognized in equity. Its allocation to the profit and loss account is made in the years in which the planned covered transaction affects the result, unless the coverage corresponds to a planned transaction that ends in the recognition of a non-financial asset or liability, in which case the amounts recorded in the equity are included in the cost of the asset when it is acquired or the liability when it is assumed.
Loss or gain relative to the ineffective part is immediately recognized in the profit and loss account. The Company entered in a CAP on 7 August 2019 and 15 April 2020 with the conditions described in note 12 of these notes to the explanatory notes. It satisfies the conditions to be considered as hedge instrument so changes in fair value have been recorded through equity.
3.6 Cash and cash equivalents
Cash and cash equivalents include cash in hand, bank accounts and deposits with credit institutions and highly liquid investments, including highly liquid short-term deposits, which are easily convertible into certain amounts of cash, being subjected to at a negligible risk of changes in their value. In addition, the Company includes under this heading the amounts deposited with the liquidity provider, whose use is restricted, as well as the pledged accounts linked to corporate financing (see Note 8).
3.7 Capital
The share capital consists of nominative ordinary shares admitted to trading on the Alternative Stock Market (MAB) in the SOCIMI segment.
The costs of issuing new shares are recognized directly in equity as a reduction in the share premium.
In the event that the Company acquires its own shares, the compensation paid includes any cost that has an increase that is directly attributable and will be deducted from the net equity until the shares are cancelled. When these shares are sold or reissued, any amount received will be charged directly to equity.
3.8 Financial liabilities
Creditors and payables
This includes trade and non-trade payables. These are classified as current liabilities unless the Company has an unconditional right to defer the settlement for at least 12 months as from the Interim Balance Sheet date.
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TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
These debts are initially recognized at their fair value which, unless there is evidence to the contrary, is the price of the transaction that is equivalent to the fair value of the consideration received, adjusted for the transaction costs that are directly attributable to it. After initial recognition, these financial liabilities are valued at their amortized cost using the effective interest rate method. The accrued interest is recorded in the income statement, applying the effective interest rate. The effective interest rate is the discount rate that brings the instrument's carrying amount into line with the expected future flow of payments to the maturity date of the liability.
However, trade payables falling due in less than one year without a contractual interest rate are carried at their face value at both, initial recognition and subsequent measurement, provided that the effect of not discounting flows is not significant.
In case of renegotiation of existing debts, it is considered that there are no substantial changes in the financial liability when the lender of the new loan is the same as the one that provided the initial loan and the current value of the cash, including net commissions, does not differ by more than 10% from the current value of unpaid cash flows from the original liability calculated under the same method.
Financial liabilities are derecognised when the obligations that generated them are extinguished.
3.9 Income tax
General Regime
The expense or income for the income tax includes both current and deferred taxes. Taxes are recognized in profit or loss, except to the extent that they relate to items recognized in other comprehensive interim income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
The current tax expense is calculated based on the laws approved or about to be approved at the interim balance sheet date in the countries in which the Company operates and in those that generate positive taxable bases. The directors periodically evaluate the positions taken in the tax returns regarding situations in which the applicable tax regulation is subject to interpretation, and, if necessary, establish provisions based on the amounts expected to be paid to the tax authorities.
Deferred taxes are recognized on the temporary differences that arise between the tax bases of the assets and liabilities and their carrying amounts in the annual accounts. However, deferred taxes are not recorded if they arise from the initial recognition of an asset or liability in a transaction, other than a business combination, which, at the time of the transaction, does not affect neither the accounting result nor the fiscal profit or loss. The deferred tax is determined using tax rates (and laws) approved or about to be approved on the interim balance sheet date and that are expected to be applied when the corresponding deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future tax benefits will be available with which to compensate the temporary differences.
Deferred tax liabilities are recognized on the taxable temporary differences associated with investments in subsidiaries, associates and joint arrangements, except for those deferred tax liabilities for which the Company can control the date on which the temporary differences will be reverted and it is probable that these will not be reversed in the foreseeable future. Generally, the Company is not able to control the reversal of temporary differences for associate's companies. Only when there is an agreement that grants the Company the capacity to control the reversal of the temporary difference is it not recognized.
Deferred tax assets are recognized on the deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable that the temporary difference will be reversed in the future and that a sufficient tax profit is expected which could be used against the temporary difference.
Deferred tax assets and deferred tax liabilities may compensate each other if, and only if, there is a legally recognized right to offset current tax assets with current tax liabilities and when deferred tax assets and deferred tax liabilities are generated from profit taxes corresponding to the same fiscal authority, that fall on
17
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
the same entity or fiscal subject, or different entities or fiscal subjects, that try to liquidate the current fiscal assets and liabilities by their net amount..
At each reporting period, the deferred tax assets recorded are reconsidered, making the appropriate corrections to them to the extent that there are doubts about their future recoverability. In addition, deferred tax assets not recorded in the statement of financial position are evaluated at each reporting period and these are recognized as long as their recovery with future tax benefits becomes probable.
SOCIMI Tax Regime
On 26 September 2017, the Company notified the corresponding tax authorities (Delegation of the Tax Administration State Agency) of the option adopted by its, by the time, sole shareholder, to benefit from the special SOCIMI tax regime. The application has retroactive effect from the fiscal year started on the date of its constitution, on 7 July 2017, being subject to Law 11/2009, of 26 October, with the amendments incorporated to it by Law 16/2012, of 27 December, by which the SOCIMIs are regulated.
Having opted for the SOCIMI regime, the Company is subject to a 0% rate taxation on the Corporate Income Tax, as long as the requirements stated in the note 1.a are fulfilled.
In case of unfulfillment of the minimum holding period of the properties as stated in the note 1.a, above: (i) In case of the properties computed for the SOCIMI regime, all results obtained during the period when the Company was included in such regime to be taxed at the general Corporate Income Tax rate; and (ii) in case of holding of interests in subsidiaries computed for the SOCIMI regime, to be taxed at the regular Corporate Income Tax rate at the moment of its disposal.
As stated in the article 9.2 of the Law 11/2009 of 26 October, amended by Law 16/2012, of 27 December, the Company will be submitted to a special rate of 19% of the total amount of dividends or shares on profits distributed to the shareholders which shares on the company´s capital is equal or over to a 5%, provided that the mentioned dividends, on the shareholder place of residence, were exempt or a tax below to the 10% applies (in this sense the amount of tax owed under the Law of Non-Resident Income Tax will be taken into consideration).
However, such special tax rate will not be applicable when the dividends or interests in benefits will be obtained by entities for which its corporate object is holding shares in the capital of other SOCIMIs or in other no Spanish resident entities with the same corporate object as the SOCIMIs have, being subject to similar regime as the one for SOCIMIs regarding the mandatory policy, legal or statutory, of dividend distributions, in respect to those shareholders holding a stake in their share capital equal or higher than 5% and those dividends or interest in benefits are taxed, at least, at a tax rate of 10%,
Other taxes:
Since the Company is dealing with residential assets for lease purposes. VAT paid cannot be recovered generally.
In addition, the SOCIMIs benefit from the application of a 95% bonification on the Tax on Property Transfer and Documented Legal Acts ("Impuesto de Transmisiones Patrimoniales y Actos Jurídicos Documentados"), as discussed in note 1.a, as long as the minimum asset holding period is met. Additionally, the Company benefits, in the acquisition operations with its majority shareholder until 30 June 2019, from a 100% bonus on such taxes as it is a subsidiary of Sareb, S.A.
3.10 Provisions and contingent liabilities
Provisions are carried at the present value of forecast payments that are expected to be required to settle the obligation, using a rate before taxes that reflects the current market assessment of the time value of money and the specific risks of the obligation. The adjustments to the provision due to the restatement are recognized as a financial expense as they would have been accrued.
Provisions maturing in one year or less, where the financial effect of which is not significant, are not discounted. When it is expected that a portion of the payment necessary to cancel the provision will be
18
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
reimbursed by a third party the reimbursement is recognized as an independent asset, provided that receipt of the reimbursement is practically certain.
Provision for taxes relates to the estimated amount of the possible tax obligations to be settled with the Tax Administration.
3.11 Employee benefits
- Severance package
Severance packages are paid to employees as a result of the Company's decision to terminate their employment contract before the normal retirement age or when the employee agrees to voluntarily resign in exchange for these benefits. The Company recognizes these obligations when it has demonstrably committed to terminate its employment in accordance with a detailed formal plan without the possibility of withdrawal or to provide severance payments as a result of an offer to encourage a voluntary resignation. The benefits that will not be paid in the twelve months following the interim balance sheet date are discounted at their current value.
b) Profit sharing and bonus plans
The Company recognizes a liability and an expense for bonuses and profit sharing based on a formula that takes into account the profit attributable to its shareholders after certain adjustments. The Company recognizes a provision when it is contractually obligated or when the practice in the past has created an implicit obligation.
c) Long-term incentive plan
On 5 March 2020, the Company's Board of Directors approved a long-term incentive plan for the Chief Executive Officer and other employees of the Company.
The incentive plan would materialize, if the current main shareholder of the Company achieves, at the time of the total divestment of its stake, an internal rate of return (IRR) higher than 10% in relation to the capital contributions made until the time of divestment. Under this Incentive Plan, the beneficiaries will receive up to a maximum of 3% on the excess 10% return obtained by the majority shareholder.
In view of the uncertainty regarding the period in which the positions described above would be liquidated and the amount of the return to be obtained by the main shareholder, it is not possible to estimate the amount that would accrue under this incentive plan, if any, on the basis of the information currently available but this information is disclosed in these Interim Financial Statements.
19
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
3.12 Revenue recognition
Revenues from the Company's business operations are recognized as fair value of the consideration less trade discounts, volume discounts and taxes (VAT).
Rental income
Rental income is recognized on a straight-line basis over the lease term including lease incentives. If a rental contract is terminated sooner than expected, the record of the pending rent or bonus offer will be recorded in the last period before the end of the contract.
All costs related to rentals, including impairments of trade debtors, are recognized as an expense. The properties being leased to third parties under operating leases, are included under caption "investment property" of the balance sheet.
3.13 Functional and presentation currency
These Interim Financial Statement are expressed in Euro, being the Euro the functional and presentation currency of the Company.
3.14 Cash Flow statement
The statement of cash flows has been elaborated using the indirect method, and the following expressions are used with the following meaning:
- Operating activities: activities that constitute the company's ordinary income, as well as other activities that cannot be classified as investment or financing.
- Investment activities: acquisition, disposal or disposal activities by other means of long-term assets and other investments not included in the cash and its equivalents.
- Financing activities: activities that result in changes in the size and composition of equity and liabilities that are not part of the operating activities.
3.15 Related-party transactions
In general, transactions between related parties are initially recognized at fair value. If applicable, where the agreed price differs from the fair value, the difference is recognized based on the economic reality of the transaction. Transactions are subsequently measured in accordance with applicable standards.
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TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
4. Investment properties
The breakdown of the heading of Investments properties during the six-month period ended on 30 June
2020 and the 2019 financial year was as follows: At 30 June 2020
Euros | ||||
Balance at | Additions | Disposals | Balance at | |
31/12/2019 | 30/06/2020 | |||
Cost: | ||||
Other facilities | 397,870 | 81,932 | (121) | 479,681 |
Furniture | 256,067 | 4,669 | (1,555) | 259,181 |
Land | 147,226,035 | 11,921,537 | (171,123) | 158,976,449 |
Buildings | 172,448,557 | 29,799,531 | (757,631) | 201,490,457 |
Total cost | 320,328,529 | 41,807,669 | (930,430) | 361,205,768 |
Accumulated depreciation: | ||||
Other facilities | (27,850) | (21,303) | 10 | (49,143) |
Furnitures | (24,544) | (12,900) | 31 | (37,413) |
Buildings | (5,377,874) | (1,918,777) | 15,148 | (7,281,503) |
Total accumulated depreciation | (5,430,268) | (1,952,980) | 15,189 | (7,368,059) |
Net investment properties | 314,898,261 | 39,854,689 | (915,241) | 353,837,709 |
At 31 December 2019
Euros | |||||
Balance at | Additions | Disposals | Balance at | ||
31/12/2018 | 31/12/2019 | ||||
Cost: | |||||
Other facilities | 141,119 | 256,751 | - | 397,870 | |
Furniture | 101,969 | 154,098 | - | 256,067 | |
Land | 150,273,479 | - | (3,047,444) | 147,226,035 | |
Buildings | 175,047,028 | - | (2,598,471) | 172,448,557 | |
Total cost | 325,563,595 | 410,849 | (5,645,915) | 320,328,529 | |
Accumulated depreciation: | |||||
Other facilities | (5,790) | (22,060) | - | (27,850) | |
Furnitures | (7,958) | (16,586) | - | (24,544) | |
Buildings | (1,972,498) | (3,477,561) | 72,185 | (5,377,874) | |
Total accumulated depreciation | (1,986,246) | (3,516,207) | 72,185 | (5,430,268) | |
Net investment properties | 323,577,349 | (3,105,358) | (5,573,730) | 314,898,261 | |
During the first six months of 2020 financial year, the Company disposed 5 assets (38 assets during 2019), all of which were sold individually, with a cost of €930,430 and accumulated depreciation of €15,189 (€5,645,915 cost and €72,185 accumulated depreciation in 2019). The net profit on the different sales amounted to €158,606 (€524,796 of net profit in 2019) that has been recorded under the heading of "Result from disposals and others" in the interim income statement.
21
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
On 27 February 2020, the Company acquired from Global Pantelaria, S.A. 153 homes, 165 parking spaces and 57 storage rooms in a property located in Castellón. This purchase and sale were complemented by the acquisition on 30 March 2020 of 16 homes, 17 parking spaces and 8 storage rooms at the same property and belonging to the same seller (Global Pantelaria, S.A.)
On 6 March 2020, the Company acquired 184 homes, 194 parking spaces and 89 storage rooms from Sareb, S.A. The housing portfolio acquired consists mainly of developments located in Almazora (Castellón), Arroyo de la Encomienda (Valladolid), Leganés (Madrid), Villareal (Castellón) and Madrid.
The acquisition price of the purchases of the six months ended 30 June 2020 amounted to €40,369,820 with payment of €9,324,000 deferred until 6 September 2021.
At the same date, the Company signed a contract with its majority shareholder Témpore Holdings SCSp for the assignment of a debit position in the amount of €9,324,000 ("Assignment Agreement"). This contract confirms that the amount of €9,324,000 is liquid, due and payable to date and calls for a General Shareholders' Meeting to agree on the capitalization of this loan. On 22 April 2020, the General Meeting of Shareholders approved the capitalisation of this loan (see note 9).
During 2019, the Company did not acquire any assets.
The total rentable area of the real estate portfolio amounted to 282,685 square metres at 30 June 2020 (215,611 square metres at 31 December 2019).
At 30 June 2020 and 31 December 2019, all the Company's assets are free of charges.
The unit detail of the Company's investment property is shown in Appendix I to these explanatory notes.
Valuation process
At 30 June 2020 investment properties are recognized at cost which is its market fair value minus the accumulated depreciation, which was determined based on the assessments made by an independent expert at the initial moment of their contribution. According to the directors of the Company, no evidence of impairment has been revealed as of 30 June 2020, and no valuation has been made by an independent expert.
During the six-month period ended 30 June 2020 no impairment of investment properties has been accounted for or reverted (or 31 December 2019)
Fully-depreciated assets
There are not fully depreciated assets as of 30 June 2020 and 31 December 2019.
Sales commitments
At 30 June 2020 and 31 December 2019 there are no significant contractual commitments over the investment property portfolio of the Company.
Insurances
The Company has surrogated in the insurance contracts that initially had been entered by Sareb, S.A. to cover the properties transferred. According to the Company's director's opinion, such insurance contracts are considered sufficient to cover the book value of the Company's properties.
22
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
5. Leases
The Company acts as a lessor in certain operating leases, whose minimum lease fees, in accordance with the current contracts in force, without taking into account the impact of common expenses, future increases by CPI, or contractually agreed future income updates are as follows:
Euros | |||
Minimum non-cancellable rents | 30/06/2020 | 31/12/2019 | |
Less than one year | 12,702,248 | 10,814,565 | |
Between one and five years | 44,317,061 | 32,290,010 | |
More than five years | 11,358,577 | 9,495,887 | |
Total | 68,377,886 | 52,600,462 |
6. Long and short-term financial assets
6.1 Analysis by category
As of 30 June 2020, and 31 December 2019, financial assets are as follows:
Euros | |||
30/06/2020 | 31/12/2019 | ||
Non-current financial assets | 654,702 | 556,399 | |
Long-term financial investments | 595,513 | 518,207 | |
Other financial assets | 595,513 | 518,207 | |
Derivatives | 59,189 | 38,192 | |
Current financial assets | 1,252,009 | 1,479,353 | |
Short-term financial investments | 264,538 | 301,345 | |
Other financial assets | 264,538 | 301,345 | |
Trade and other accounts receivables | 987,471 | 1.178.008 | |
Trade debtors for sales and services provision | 987,471 | 1.178.008 | |
Total | 1,906,711 | 2,035,752 |
23
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
6.2 Maturity analysis
As of 30 June 2020, and 31 December 2019, financial assets classified by year of maturity are as follows: 30 June 2020
Financial assets | |||||||
30/06/2021 | 30/06/2022 | 30/06/2023 | 30/06/2024 | 30/06/2025 | Following | Total | |
Years | |||||||
Other financial assets | 264,538 | 31,612 | - | 250 | 6,741 | 556,910 | 860,051 |
Derivative financial | - | 59,189 | - | - | - | - | 59,189 |
instruments | |||||||
Trade and other | 987,471 | - | - | - | - | - | 987,471 |
accounts receivables | |||||||
Total | 1,252,009 | 90,801 | - | 250 | 6,741 | 556,910 | 1,906,711 |
31 December 2019
Financial assets | |||||||
2020 | 2021 | 2022 | 2023 | 2024 | Following | Total | |
Years | |||||||
Other financial assets | 518,207 | 135,231 | 9,078 | - | 75 | 156,960 | 819,551 |
Derivative financial | - | - | 38,192 | - | - | - | 38,192 |
instruments | |||||||
Trade and other accounts | 1,178,008 | - | - | - | - | - | 1,178,008 |
receivables | |||||||
Total | 1,696,215 | 135,231 | 47,270 | - | 75 | 156,960 | 2,035,751 |
Under the heading "Other long- and short-term financial assets" the Company recognizes the amount relating to deposits made with different public bodies derived from leases amounting to € 857,486 as of 31 December 2019 (€ 816,987 as of 31 December 2018).
Under the heading "Derivative Financial Instruments" the fair value of the CAP contracted by the Company is recorded on 7 August 2019 and 15 April 2020, the main characteristics of which are detailed in note 11. In accordance with the characteristics of this, it does not qualify as accounting coverage so the changes in the value of the same have been recorded in the income statement as of 30 June 2020.
Provisions for commercial operations movement.
The breakdown of the provision's movement corresponding to the six-month period ended 30 June 2020 and fiscal year 2019 is as follows:
30/06/2020 | 31/12/2019 | |
Opening balance | 562,448 | 173,073 |
Provisions/Reversals on impairment of commercial operations | 308,328 | 389,375 |
Final balance | 870,776 | 562,448 |
24
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
7. Stocks
As of 30 June 2020, the Company maintains an amount of €300,980 corresponding to the provision of funds made to meet the payment of the registration in the Mercantile Registry of the assets acquired during the first half of the financial year 2020. At the moment the Company receives the corresponding invoices, it will proceed to clear that balance.
8. Cash and cash equivalents
"Cash and cash equivalents" include the Company's cash on hand and in banks. The carrying amount of these assets is equal to their fair value.
Euros | |||
30/06/2020 | 31/12/2019 | ||
Cash and cash equivalents | 9,919,090 | 8,909,572 | |
Total | 9,919,090 | 8,909,572 | |
At 30 June 2020, the balance of the caption "Cash and cash equivalents" caption is freely available except for a total amount of €16,131 which is managed by the liquidity supplier, Renta4 Banco, S.A., (€22,042 at 31 December 2019) and € 6,114,247 for obligations linked to a corporate loans (see Note 10) (€5,815,895 at 31 December 2019).
9. Net equity Capital escriturado
The Company was incorporated on 7 July 2017 with an initial share capital of € 60 Thousand consisting of 60,000 shares with a nominal value of € 1 each, all of them of the same class, fully subscribed and paid by Sareb, S.A.
On 24 November 2017 the Company made a new capital increase through the creation and issue of 14,621,486 new shares (all of them of the same class as the former ones) with a nominal value of € 1 each and a share premium of € 11 per share. Such capital increase was fully subscribed and paid by Sareb, S.A. through the contribution of a portfolio of properties for lease purposes through a non-monetary asset contribution valued at € 175,458 Thousand (note 5).
On 4 December 2018, the Company made a further capital increase by issuing 12,392,485 shares of one euro of face value and an issue premium of € 11,01 per share, of the same class and series as the shares currently in circularization. This extension has been fully subscribed by Sareb, S.A., through non-money contribution of a portfolio of homes for rent valued at € 148,833,745 (Note 4)
On 6 August 2019 the Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria, S.A. (hereinafter, "Sareb, S.A.) transferred to Tempore Holsdings, SCSp, a Luxxembourg based company with registered office at street Eugene Ruppert 5C, L-2453,shares representing the 75% of the capital of the
Company. Tempore Holdings SCSp is a company controlled by TPG Real Estate Partners III, L.P. (hereinafter, "TPG"), As a result of this transaction, TPG owns 20.305.479 shares of the Company, representing 75% of its share capital and Sareb, S.A. owns 6,531.825 shares, representing 24,12% of its share capital. Because of change in the shareholding of the Company, the Board of Directors has changed.
In accordance with the provisions of the Company's bylaws, any shareholder who makes an offer of at least 50% of the share capital must make a purchase offer to all the other shareholders. As a result of the share purchase offer made by Témpore Holdings SCSp, a company controlled by TPG and addressed to the Company's shareholders other than Sareb, S.A., on July 5, 2019, a purchase offer was made so that the minority shareholders could transfer their shares to TPG on the same terms as the transfer of the shares of Sareb, S.A. This offer was accepted by shareholders holding 196,772 shares representing 0.727% of the
25
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
share capital.
On 22 April 2020, the General Meeting of Shareholders approved a capital increase by capitalisation loans detailed below, in accordance with Articles 286, 296, 297 and 301 of the Spanish Companies Act:
- Loan of €9,500,000 formalised on 24 February 2020 with Témpore Holdings SCSp.
- Contract for the assignment of a debit position with Témpore Holdings SCSp, signed on March 6, 2020, in the amount of €9,324,000 Through this contract, the company has assigned to Témpore Holdings SCSp the debit position it held with Sareb, S.A. arising from the deferred price in the context of the acquisition of assets carried out on March 6, 2020 (see note 4). This contract confirms that the amount of €9,324,200 is considered to be liquid, due and payable to date and calls for the General Shareholders' Meeting to agree on the capitalization of this loan. On 22 April 2020, the General Meeting of Shareholders approved the capitalisation of this loan (see note 9).
The Company has agreed to increase share capital by €3,712,859 by issuing 3,712,859 new registered shares with a par value of €1 each and a share premium of €4.07 per share, which represents an increase in the share premium of €15,111,336. The total amount capitalised for capital and share premium is Euros 18,824,195.13. This fact has modified Article 6 of the Company's bylaws regarding the amount of share capital. The increase was registered at the Mercantile Registry on 10 June 2020.
As a result, at 30 June 2020 the Company's capital amounted to €30,786,830 (€27,073,971 at 31 December 2019) represented by 30,786,830 shares with a par value of one euro each (27,073,971 shares with a par value of one euro each at 31 December 2019).
All of the Company's shares are admitted to trading in the SOCIMI segment of the Alternative Stock Market.
As of 30 June 2020, and 31 December 2019, the companies with a stake percentage higher than 5% are follows:
30 June 2020:
% stake | Number of | |
shares | ||
Sociedad de Gestión de Activos procedentes de la Reestructuración Bancaria, | 21.22% | 6,531,825 |
S.A. (Sareb, S.A.) | ||
TPG Real Estate Partners III, L.P. | 7.65% | 24,215,110 |
Total | 99.87% | 30,746,935 |
26
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
31 December 2019:
% stake | Number of | |
shares | ||
Sociedad de Gestión de Activos procedentes de la Reestructuración Bancaria, | 24.12% | 6,531,825 |
S.A. (Sareb, S.A.) | ||
TPG Real Estate Partners III, L.P. | 75.72% | 20,502,251 |
Total | 99.84% | 27,034,076 |
Share premium
As of 30 June 2020 the share premium amounts to € 120,280,354 (€ 297,277, 606 at 31 December2019).
On 5 August 2019, the Company's Extraordinary General Meeting of Shareholders has approved the pay back of part of the share premium, for an amount of €7.10 gross for each share with voting rights. The total amount paid on 7 August 2019 amounted € 192,109 Thousand.
The share premium is freely available in so far as it is not less than the share capital as a result of its distribution.
Legal Reserve
In accordance with the Capital Companies Act, private companies have to transfer an amount equal to 10% of the profit for the year to the legal reserve until this reserve reaches at least 20% of capital. The legal reserve can be used to increase capital in the part of the balance exceeding 10% of the increased capital. Except as mentioned below, while not exceeding 20% of the capital share and considering the limitations set forth under the SOCIMI regime, the legal reserve can only be used to offset losses, provided that sufficient other reserves available for this purpose.
In accordance with the SOCIMI Law, the legal reserve of the companies that have opted to apply the SOCIMI tax regime, may not exceed 20% of the share capital figure. The bylaws of these companies may not establish any other statutory reserve unavailable different from the legal reserve.
As of 30 June 2020, and 31 December 2019, the Company's legal reserve is not constituted.
Other reserves
The balance of the heading as of 30 June 2020 and 31 December 2019 corresponds mainly to the expenses associated with capital increase occurred in 2020, described above.
Other contributions from shareholders
On 4 December 2018 and 24 November 2017, Sareb, S.A. decided to make a monetary contribution amounting to € 328,218 and € 824,372, respectively.
As of 30 June 2020, and 31 December 2019, other shareholder's contributions amount to € 1,152,590.
27
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Treasury shares
The movement of treasury shares corresponding to the six-month period ended 30 June 2019 was as follows:
31/12/2019 | Additions | Disposals | 30/06/2020 | |
Treasury shares € | 297,582 | 5,912 | - | 303,494 |
Number of treasury shares | 27,468 | 1,178 | - | 28,646 |
As of 30 June 2020, the Company had treasure shares in accordance with the following detail:
Average | Total | |||
Number of | Par value (€ | acquisition | acquisition | |
treasury shares | Thousand) | price (€ | cost (€ | |
Thousand) | Thousand) | |||
Treasury shares at 30 June 2020 | 28,646 | 28,646 | 10,59 | 303,494 |
As of 31 December 2019, the Company had treasure shares in accordance with the following detail:
Number of | Par value (€ | Average | Total | |
acquisition | acquisition | |||
treasury shares | Thousand) | price (€ | cost (€ | |
Thousand) | Thousand) | |||
Treasury shares | 27,088 | 27,088 | 10,99 | 297,582 |
The Board of Directors held on 19 March 2018 agreed to purchase treasury shares that would allow the Company to meet the requirements of the Alternative Stock Market in relation to the liquidity provider figure.
As of 30 June 2020, the Company held 28,646 shares of its own (27,468 as of 31 December 2019) with a total acquisition cost of € 303,494(€ 297,582 as of 31 December 2019).
Prior year results
On 22 April 2020, the Company's General Meeting of Shareholders approved the application of the result for 2019, with a loss of €3,882,572, to the retained losses from prior years.
Dividends distribution and net equity management policy
The SOCIMIs are regulated by the special tax regime established in Law 11/2009, of 26 October, modified by Law 16/2012, of 27 December, which regulates listed limited companies that invest in the real estate market. They will be obliged to distribute in the form of dividends to their Shareholders, once the corresponding mercantile obligations have been fulfilled, the benefit obtained in the year, and their distribution must be agreed within six months after the conclusion of each fiscal year, as follows:
- 100% of profits from dividends or participations in profits distributed by other SOCIMIs, or other participations that have, as main corporate object, the acquisition of investment properties.
- At least 50% of the profits derived from the transfer of the investment properties and shares as stated in paragraph 1 of Article 2 of the Law 11/2009, made after the deadlines referred to in section 3 of the Article 3 of this Law, subject to compliance with its main corporate object. The rest of these benefits must be reinvested in other investment properties or shares affecting the attainment of that
28
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
object, within the three years following the date of transmission. Failing that, these benefits must be distributed fully together with the benefits, if any, that come from the year in which the reinvestment term ends. If the elements subject to reinvestment are transferred before the maintenance period, those benefits must be distributed in full along with the benefits, if any, that come from the year in which they were transferred. The obligation to distribute does not reach, in its case, the part of these benefits attributable to years in which the Company will not be taxed by the special tax regime established in said Law.
- At least 80% of the rest of the profits obtained.
When the dividend distribution is made out of reserves from profits of a year in which has been applied the special tax regime, the distribution will necessarily be taken as previously described.
The legal reserve of the companies that have opted to apply the SOCIMI special tax regime may not exceed 20% of the share capital. The bylaws of these companies may not establish any other unavailable statutory reserve different from the last.
10. Long and short term debts
10.1 Other long and short-term debts
As of 30 June 2020, and 31 December 2019, the breakdown of the amounts recorded under "Other financial liabilities" is as follows:
Euros | |||
30/06/2020 | 31/12/2019 | ||
Non-current financial liabilities | 217,133,052 | 194,477,515 | |
Long-term debts with financial institutions | 215,856,091 | 193,478,699 | |
Long-term debt | 1,276,961 | 998,816 | |
Other financial liabilities | 1,276,961 | 998,816 | |
Current financial liabilities | 4,823,833 | 3,498,111 | |
Short-term debts with financial institutions | 293,299 | 259,018 | |
Short-term debt | 415,921 | 596,849 | |
Other financial liabilities. | 415,921 | 596,849 | |
Trade creditors and other accounts payables | 4,114,613 | 2,642,244 | |
Total | 221,956,885 | 197,975,626 | |
As of 30 June 2020, and 31 December 2019, the movement of bonds and deposits is broken down as follows:
30/06/2020 | 31/12/2019 | ||||
Bonds | Deposits | Bonds | Deposits | ||
Opening balance | 1,130,157 | 449,484 | 852,319 | 690,545 | |
Additions | 280,535 | 44,809 | 618,776 | 67,821 | |
Disposals | (119,347) | (110,292) | (315,677) | (308,882) | |
Final balance | 1,291,345 | 384,001 | 1,155,418 | 449,484 | |
29
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
10.2 Maturity analysis
As of 30 June 2020, and 31 December 2019, the breakdown of the amounts recorded under "Other financial liabilities" according to their maturity is as follows:
30 June 2020
Financial liabilities | |||||||
30/06/2021 | 30/06/2022 | 30/06/2023 | 30/06/2024 | 30/06/2025 | Following | Total | |
years | |||||||
Financial debts | 293,299 | - | - | 215,856,091 | - | - | 216,149,390 |
Other financial | 398,386 | - | - | 1,276,961 | - | - | 1,675,347 |
liabilities | |||||||
12,535 | - | - | - | - | - | 12,535 | |
Rental bookings | |||||||
Sales bookings | 5,000 | - | - | - | - | - | 5,000 |
Trade creditors | |||||||
and other | 4,114,613 | - | - | - | - | - | 4,114,613 |
accounts | |||||||
payables | |||||||
Total | 4,823,833 | - | - | 217,133,052 | - | - | 221,956,885 |
31 December 2019
Financial Liabilities | ||||||||
2020 | 2021 | 2022 | 2023 | 2024 | Following | Total | ||
years | ||||||||
Financial debts | 259,018 | - | - | - | 193,478,699 | - | 193,737,717 | |
Other financial | 580,825 | 448,228 | 30,091 | - | 250 | 520,247 | 1,579,641 | |
liabilities | ||||||||
Rental bookings | 11,024 | - | - | - | - | - | 11,024 | |
Sales bookings | 5,000 | - | - | - | - | - | 5,000 | |
Trade creditors | ||||||||
and other | 2,642,244 | - | - | - | - | - | 2,642,244 | |
accounts | ||||||||
payables | ||||||||
Total | 3,498,111 | 448,228 | 30,091 | - | 193,478,949 | 520,247 | 197,975,626 |
10.3 Financial debts
On July 4, 2019, the Company signed a corporate financing agreement. The agreement provides for the granting of a loan amounting to EUR 195,882,014 ("Term Facility") and a credit line amounting to EUR 5,000,000 ("Capex Facility"). 5,000,000 ("Capex Facility"). The loan was drawn down in full on 7 August 2019, while the credit facility has not yet been drawn down.
During the first half of 2020, the Company has signed three addenda of this agreement dated in February 27, 2020, March 6, 2020 and March 26, 2020 in the amounts of €8,116,167, €13,642,500 and €1,025,130, respectively.
The credit line accrues a non-used fee of 1% annually. The amount accrued for this concept at 30 June 2020 totals €25,278 (€25,000 at 31 December 2019).
The whole financing has a maturity of 2 years, being extendable for 3 more years, and accrues an interest
30
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
rate of EURIBOR+225 b.p. payable quarterly.
As at 30 June 2020 the nominal of the loan is €218,560,428 (€195,882,014 at 31 December 2019), with a carrying amount at amortised cost of €216,256,654 (€193,701,535 at 31 December 2019), including accrued interest payable in the amount of €295,180 (€257,095 at 31 December 2019). The whole amount of the loan will be repaid at its maturity date (bullet). The shares held by the Company's two main shareholders are pledged as security for this loan, and additionally has a corporate guarantee from the Company's main shareholder.
The financing agreement provides that the Company has to comply with certain covenants and ratios. In case of default of the following ratios this would result in the withholding of cash by the agent bank in a restricted cash account ("Cash Trap Account"). These covenants are:
- Maintenance of a Loan to Value "LTV Ratio" of the Project over the life of the loan not exceeding 70%
- Maintenance of a Debt Yield Ratio above a certain level that, depending on the time concerned, ranges from 1% to 5%.
As at 30 June 2020, it is the Directors' opinion that the Company complies with all the terms, conditions, pacts and provisions of the financing agreements in force.
Likewise, it is the Directors' opinion that the above-mentioned ratios are fulfilled on the date of the preparation of these annual accounts and the forecast is that they will be fulfilled in the next 12 months.
10.4 Financial risk management and financial instrument
The Company's activities expose it to a variety of financial risks. The Company's overall risk management program is based on the uncertainty of financial markets and aims to minimize the adverse effects of such risks on the financial profitability of the Company.
Credit risk
Credit risk represents the losses that the Company would suffer in the event that a counterparty fails to comply with its contractual obligations to pay.
Regarding its tenants, it is the Company's policy to ask for, at least, one monthly rent as rental guarantee and another one as deposit as well as to enter into unpaid rental insurances. Additionally, the current non- collectable rate from tenant is not significant.
With respect to financial positions, the Company's policy is to maintain its treasury and time deposits in prestigious financial institutions (see note 8).
Liquidity risk
Liquidity risk is defined as the risk of the Company encountering difficulties meeting its obligations regarding financial liabilities settled in cash or with other financial assets.
In order to assure the liquidity and to meet the payment obligations derived from the business operations, the Company has the cash shown in the Balance Sheet.
In addition, on 24 November 2017 the, by the time, Sole Shareholder of the Company has granted a line of credit with a limit up to € 2 Million in order to cover future cash needs. Such line of credit is remunerated with a fixed annual interest rate of 2% for the amounts used with a maturity date on 24 October 2020. This credit line has been cancelled on August 5, 2019, with the amount set of zero euros.
31
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
Interest risk
The Company's interest rate risk arises mainly from financial debt, issued at variable rates and the main reference being EURIBOR.
The Company mitigates this risk by underwriting a CAP under the financing agreement of an interest rate expiring on 7 August 2022 (see note 11).
Foreign Exchange risk
The Company is not exposed to exchange rate fluctuations as all its operations are in its functional and its presentation currency (Euro).
Tax risk
As mentioned in note 1, the Company has opted during 2017 for the SOCIMI regime. In accordance with Article 6 of the Law 11/2009, of 26 October 2009, amended by the Law 16/2012, of 27 December by which SOCIMIs are regulated, the companies availing themselves of this regime are required to distribute in the form of dividends to their shareholders, following compliance with the pertinent mercantile obligations, the profit obtained in the year. The distribution must be approved within the six months following the year end and paid within one month since the distribution agreement.
If the Shareholders of the Company do not approve the dividend distribution proposed by the Board of Directors, calculated in accordance with the requirements of the SOCIMI Law, they would be in breach of the said Law and they would therefore be taxed under the general tax scheme.
It is the opinion of the Board of Directors that such risks are mitigated to acceptable levels.
11. Financial derivatives
The main features of the CAP hold by the Company as at 30 June 2020 are as follows:
CAP | |||||||
Premium paid | Notional at | Contract | Expiration | Interest rate | Interest rate | consideratio | Fair Value |
30/06/2020 | date | date | paid | charged | n | 30/06/2020 | |
57,750 | 195,882,014 | 07/08/2019 | 07/08/2022 | 0.379% | Eur12 | Hedge | 38,189 |
21,000 | 23,036,404 | 15/04/2020 | 07/08/2022 | 0.381% | Eur12 | 21,000 |
The CAP meets the requirements for hedge accounting because it is individually documented for designation as a hedge and is effective both prospectively, by verifying that the expected changes in the cash flows of the hedged item that are attributable to the hedged risk are almost fully offset by the expected changes in the cash flows of the hedging instrument, and retrospectively, by verifying that the results of the hedge are within a range of reasonable variation from the results of the hedged item.
32
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
12. Revenue and expense 12.1 Revenues
The distribution of the net amount of revenues for the six-month period ended 30 June 2020 and 30 June
2019 is as follows:
30/06/2020 | 30/06/2019 | |
Rental income from real estate | 6,660,419 | 5,111,856 |
Expense rebilling revenue | 33,510 | 125,533 |
6,693,929 | 5,237,389 |
The amount of revenues for the six-month period ended 30 June 2020 and 30 June 2019 corresponds entirely to income from the lease of investment properties in national territory.
12.2 Employee benefits expense
The breakdown of "Employee benefits expense" for the six-month period ended 30 June 2020 and 30 June
2019 is as follows:
30/06/2020 | 30/06/2019 | |
Salaries, wages and similar | 386,857 | 281,248 |
Employee benefits expense | 48,645 | 35,398 |
435,502 | 316,646 |
12.3 Other operating expenses
The breakdown of "Other operation expenses" for the six-month period ended 30 June 2020 and 30 June
2019 is as follows:
30/06/2020 | 30/06/2019 | |
Property operation expenses | 1,608,317 | 1,630,391 |
Independent professional services | 1,337,232 | 1,780,530 |
Insurance premiums, banking services and others | 84,004 | 286,992 |
Taxes | 718,269 | 671,899 |
Losses, impairment and variation of provisions for commercial | 308,328 | 119,349 |
operations | ||
4,056,150 | 4,489,161 |
The heading "Independent Professional Services" includes the fees related to the management contract signed with Básico for an amount of €694,090 (€0 accrued in the six-month period ended 30 June 2019) and those related to the contract signed with Azora Gestión S.G.I.I.C. for an amount of zero euros (€1,339,754 accrued in the six-month period ended 30 June 2019).
12.4 Financial expense
The heading "Financial results" includes mainly interest on debts with credit institutions amounting to €2,686,362 of which €295,180 is outstanding as of 30 June 2020 (€0 at 30 June 2019).
33
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
13. Tax situation
13.1 Current balances with public administrations
The details of the balances relating to tax liabilities as of 30 June 2020 and 31 December 2019 are as follows:
30/06/2020 | 31/12/2019 | |
Public Treasury creditor for IS | (45,129) | (151,046) |
Public Treasury creditor for VAT | 12,743 | 136,334 |
Public Treasury creditor by IRPF | (29,765) | (19,984) |
Social Security agencies, creditors | (10,312) | (7,385) |
Public Treasury creditor for practical constraints | (4,534) | (5,963) |
Total | (76,997) | (48,044) |
Under the legal provisions in force, tax settlements cannot be considered final until they have been inspected by the tax authorities or the limitation period, currently set in four years, has elapsed.
34
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
13.2 Reconciliation between the net result and the corporate income tax
The reconciliation between the net result and the corporate income tax is set out below:
30/06/2020 | 31/12/2019 | |
Net result before corporate income tax | (2,319,750) | (3,766,117) |
Expenses charged directly to Net Equity | (72,712) | (11,540) |
Permanent differences | 2,726,699 | - |
Additions | 2,726,699 | - |
Decreases | - | - |
Temporary differences | 304,870 | 76,158 |
Additions | 304,870 | - |
Decreases | - | 76,158 |
Taxable base | 639,018 | (3,830,735) |
As a result of the asset sales that took place during the 2019 financial year (see Note 4), the Company has failed to meet the requirement to stay assets under the SOCIMI scheme, and the company tax for the income of the 2019 and the profit from the sale, at the general tax rate that corresponds. The estimated provision for the six-month period ended 30 June 2020 and for the 2019 financial year is as follows:
2020 | 2019 | |||||
Tax liabilities | Expense / | Tax liabilities | Expense / | |||
(Income) | (Income) | |||||
Net result corporate income tax | 42,259 | 42,259 | 465,821 | 465,821 | ||
Permanent differences | 5,950 | 5,959 | - | - | ||
Taxable base | 48,209 | 48,209 | 465,821 | 465,821 | ||
Tax payable (25%) | (12,052) | (116,455) | - | |||
Withholdings and advanced payments | 9,872 | - | - | |||
Total | (2,180) | (116,455) | - | |||
The Company does not have Deferred Tax Assets not registered. In accordance with the SOCIMI Law, the current Corporation Tax is the result of applying the 0% rate to the tax base. No deduction is applicable in the first 6 months of fiscal year 2020 or in fiscal year 2019, nor withholdings or advanced payments.
The corporate income tax expense recorded in the year relates to the result of applying the 25% rate to the taxable income determined for each of the properties operated and disposed of prior to the completion of the three-year period.
13.3 Years open to review and tax inspections
Under current legislation, taxes cannot be deemed to have been definitively settled until the tax returns filed have been reviewed by the tax authorities or until the four-year statute of limitations has expired. As of 30 June 2020, all the taxes applicable for which the Company is liable since its incorporation are open to inspection. As a result, among other things, of the different interpretations to which Spanish tax legislation lends itself, additional tax liabilities may arise in the event of a tax inspection. In any event, the Board of Directors consider that such liabilities, if ever they arise, will not have a significant effect on the accompanying Interim Financial Statements.
35
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
13.4 Information requirements deriving from the SOCIM regime. Law 11/2009, amended by the Law 16/2012
The information required by the article 11 of the SOCIMI Law is the following:
-
Reserves from years prior to the application of the tax scheme contained in Law 11/2009, amended by Law 16/2012, of 27 December.
Not applicable. - Reserves from years in which the tax scheme contained in Law 11/2009, amended by Law 16/2012, of 27 December, have been applied.
Not applicable. - Dividends distributed against profits each year in which the tax scheme contained in this Law is applicable, differentiating the part from income subject to tax at 0% or 19% from those where tax has been levied at the general rate.
Not applicable. - For distribution against reserves, identifying the year from which the reserves applied derive and if they have been taxed at 0%, 19% or the general rate.
It should be noted that during 2019, the share premium has been partly refunded in the amount of € 192,109 Thousand and paid on 7 August 2019, although it has no consideration for the distribution of reserves (see note 10) - Date of the agreement for the distribution of dividends referred to in c) and d) above. It is not applicable in view of what has been stated in section d) above.
-
Date of acquisition of buildings for rent and interests in the capital of companies referred to in Article 2.1, of this Law.
Please see Appendix I.
There are no participations in the capital of entities referred to in section 1 of article 2 of the SOCIMIs Law. - Identification of assets taken into account in the 80% referred to in Article 3.1 of this Law. All the investment properties owned by the Company should be taken into consideration.
- Reserves from years in which the tax system applicable in this Law was applicable, which were made available in the tax period, not for distribution or offsetting losses, identifying the year from which the reserves derive.
Not applicable.
14. Other information
14.1 Waaranties and other commitments
As of 30 June 2020, and 31 December 2019, the Company had not granted any bank guarantees.
36
TÉMPORE PROPERTIES SOCIMI, S.A.
EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2020
(Expressed in €)
14.2 Related-party transactions
Until 31 December 2019, the Company had a contract with Sareb, S.A. as described in Note 1 regarding general services. No fees were accrued for the general services contract during the six-month period ended 30 June 2020 (€68,356 at 30 June 2019).
In addition, the Company has invoiced Sareb, S.A. €170,762 for different concepts (€842,229 during the six-month period ended 30 June 2019),€109,457 uncollected as at 30 June 2020 (€0 as at 31 December 2019).
In addition, the Company has acquired certain assets amounts €23,124,000 to Sareb, S.A., with payment of €9,324,000 being deferred. This debt was transferred by Témpore to its majority shareholder, Témpore Holdings SCSp, and was capitalised on 22 April 2020 (see notes 4 and 9).
On 5 August 2019, the Company has signed a service agreement ("Management Services") with TPG RENEW YORK, INC. (Note 1). As at 30 June 2020, fees accrued and not paid amounting to €124,998(€ 0 at 30 June 2019).
15. Subsequent events
In the opinion of the Directors there have been no significant events after the closing date of the six-month period ended 30 June 2020 which may have an impact on these Interim Financial Statements.
37
APPENDIX I: INVESTMENT PROPERTIES ACQUIRED BY THE
COMPANY
Number | ||||
City | Province | Type of asset | of | Date of acquisition |
dwellings | ||||
Albalat Dels Sorells | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Alcala De Henares | Madrid | Scattered dwellings | 2 | 24/11/2017 |
Alcobendas | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Alcorcon | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Algaba, La | Sevilla | Entire building/Grouped dwellings | 11 | 24/11/2017 |
Alhaurin El Grande | Málaga | Scattered dwellings | 1 | 24/11/2017 |
Arganda Del Rey | Madrid | Entire building/Grouped dwellings | 100 | 24/11/2017 |
Arganda Del Rey | Madrid | Entire building/Grouped dwellings | 111 | 24/11/2017 |
Arganda Del Rey | Madrid | Entire building/Grouped dwellings | 181 | 24/11/2017 |
Arganda Del Rey | Madrid | Entire building/Grouped dwellings | 78 | 24/11/2017 |
Arganda Del Rey | Madrid | Entire building/Grouped dwellings | 117 | 24/11/2017 |
Badalona | Barcelona | Scattered dwellings | 20 | 24/11/2017 |
Barbera Del Valles | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Barcelona | Barcelona | Scattered dwellings | 23 | 24/11/2017 |
Bellreguard Poble | Valencia | Entire building/Grouped dwellings | 6 | 24/11/2017 |
Benaguasil | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Cadrete | Zaragoza | Entire building/Grouped dwellings | 16 | 24/11/2017 |
Calaf | Barcelona | Scattered dwellings | 2 | 24/11/2017 |
Canovelles | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Capellades | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Castelldefels | Barcelona | Scattered dwellings | 2 | 24/11/2017 |
Castellet I La Gornal | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Ciempozuelos | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Collado Villalba | Madrid | Scattered dwellings | 2 | 24/11/2017 |
Colmenar De Oreja | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Colmenar Viejo | Madrid | Scattered dwellings | 3 | 24/11/2017 |
Corbera De Llobregat | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Cornella De Llobregat | Barcelona | Scattered dwellings | 2 | 24/11/2017 |
Coslada | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Cubelles | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Daganzo De Arriba | Madrid | Entire building/Grouped dwellings | 12 | 24/11/2017 |
Daganzo De Arriba | Madrid | Entire building/Grouped dwellings | 13 | 24/11/2017 |
Daganzo De Arriba | Madrid | Entire building/Grouped dwellings | 8 | 24/11/2017 |
Dos Hermanas | Sevilla | Scattered dwellings | 2 | 24/11/2017 |
El Prat De Llobregat | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Espartinas | Sevilla | Scattered dwellings | 0 | 24/11/2017 |
Esplugues De Llobregat | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Favara | Valencia | Entire building/Grouped dwellings | 5 | 24/11/2017 |
Fuenlabrada | Madrid | Scattered dwellings | 5 | 24/11/2017 |
Gandia | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Gava | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Gelida | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Granollers | Barcelona | Scattered dwellings | 5 | 24/11/2017 |
Guadarrama | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Guadassuar | Valencia | Scattered dwellings | 1 | 24/11/2017 |
La Garriga | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
La Pobla De Vallbona | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Leganes | Madrid | Scattered dwellings | 3 | 24/11/2017 |
Leliana | Valencia | Scattered dwellings | 2 | 24/11/2017 |
Les Franqueses Del Valles | Barcelona | Scattered dwellings | 0 | 24/11/2017 |
L'Hospitalet De Llobregat | Barcelona | Scattered dwellings | 27 | 24/11/2017 |
Madrid | Madrid | Entire building/Grouped dwellings | 79 | 24/11/2017 |
Madrid | Madrid | Entire building/Grouped dwellings | 4 | 24/11/2017 |
Madrid | Madrid | Scattered dwellings | 44 | 24/11/2017 |
Mairena Del Aljarafe | Sevilla | Entire building/Grouped dwellings | 13 | 24/11/2017 |
Majadahonda | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Málaga | Málaga | Entire building/Grouped dwellings | 16 | 24/11/2017 |
s | ||||
Malgrat De Mar | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
1 |
APPENDIX I: INVESTMENT PROPERTIES ACQUIRED BY THE
COMPANY
Manises | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Manresa | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Manzanares El Real | Madrid | Entire building/Grouped dwellings | 16 | 24/11/2017 |
Martorell | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Mataro | Barcelona | Scattered dwellings | 8 | 24/11/2017 |
Meco | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Mejorada Del Campo | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Mollet Del Valles | Barcelona | Scattered dwellings | 4 | 24/11/2017 |
Montcada I Reixac | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Montesquiu | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Mostoles | Madrid | Scattered dwellings | 7 | 24/11/2017 |
Olesa De Montserrat | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Oliva | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Olost | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Parets Del Valles | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Picassent | Valencia | Entire building/Grouped dwellings | 13 | 24/11/2017 |
Puçol | Valencia | Scattered dwellings | 2 | 24/11/2017 |
Puig-Reig | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Quart De Poblet | Valencia | Scattered dwellings | 0 | 24/11/2017 |
Rafelbuñol | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Ripollet | Barcelona | Scattered dwellings | 2 | 24/11/2017 |
Rubi | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Sabadell | Barcelona | Scattered dwellings | 7 | 24/11/2017 |
San Fernando De Henares | Madrid | Scattered dwellings | 1 | 24/11/2017 |
San Sebastian De Los Reyes | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Sant Boi De Llobregat | Barcelona | Scattered dwellings | 20 | 24/11/2017 |
Sant Boi De Llobregat | Barcelona | Scattered dwellings | 5 | 24/11/2017 |
Sant Esteve Sesrovires | Barcelona | Scattered dwellings | 3 | 24/11/2017 |
Sant Feliu De Llobregat | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Sant Fruitos De Bages | Barcelona | Entire building/Grouped dwellings | 42 | 24/11/2017 |
Sant Llorenc Dhortons | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Sant Pere De Ribes | Barcelona | Scattered dwellings | 0 | 24/11/2017 |
Sant Vicenc De Castellet | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Sant Vicenc Dels Horts | Barcelona | Scattered dwellings | 0 | 24/11/2017 |
Santa Coloma De Gramanet | Barcelona | Scattered dwellings | 10 | 24/11/2017 |
Santa Margarida I Els Monjos | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Sentmenat | Barcelona | Entire building/Grouped dwellings | 16 | 24/11/2017 |
Sevilla | Sevilla | Scattered dwellings | 1 | 24/11/2017 |
Silla | Valencia | Scattered dwellings | 1 | 24/11/2017 |
Terrassa | Barcelona | Scattered dwellings | 9 | 24/11/2017 |
Tordera | Valencia | Scattered dwellings | 3 | 24/11/2017 |
Torrejon De Ardoz | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Torrelodones | Madrid | Scattered dwellings | 2 | 24/11/2017 |
Torres De La Alameda | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Valdemoro | Madrid | Scattered dwellings | 1 | 24/11/2017 |
Valencia | Valencia | Scattered dwellings | 3 | 24/11/2017 |
Vallromanes | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Vic | Barcelona | Scattered dwellings | 2 | 24/11/2017 |
Vícar | Almería | Entire building/Grouped dwellings | 8 | 24/11/2017 |
Vilafranca Del Penedes | Barcelona | Entire building/Grouped dwellings | 10 | 24/11/2017 |
Vilanova I La Geltru | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Vilassar De Dalt | Barcelona | Scattered dwellings | 1 | 24/11/2017 |
Villalonga | Valencia | Scattered dwellings | 3 | 24/11/2017 |
Villanueva De Gallego | Zaragoza | Entire building/Grouped dwellings | 6 | 24/11/2017 |
Yebes | Guadalajara | Entire building/Grouped dwellings | 88 | 24/11/2017 |
Getafe | Madrid | Scattered dwellings | 13 | 24/11/2017 y 06/03/2020 |
Massanassa | Valencia | Entire building/Grouped dwellings | 37 | 24/11/2017 y 06/03/2020 |
Seseña Nuevo | Toledo | Entire building/Grouped dwellings | 41 | 24/11/2017 y 24/07/2018 |
Yebes | Guadalajara | Entire building/Grouped dwellings | 37 | 24/07/2018 |
Alboraya | Valencia | Entire building/Grouped dwellings | 170 | 04/12/2018 |
Alicante | Alicante | Entire building/Grouped dwellings | 38 | 04/12/2018 |
2 |
APPENDIX I: INVESTMENT PROPERTIES ACQUIRED BY THE
COMPANY
Arroyo | Valladolid | Entire building/Grouped dwellings | 42 | 04/12/2018 |
Ciutadella De Menorca | Menorca | Entire building/Grouped dwellings | 34 | 04/12/2018 |
Logroño | Logroño | Entire building/Grouped dwellings | 79 | 04/12/2018 |
Logroño | Logroño | Entire building/Grouped dwellings | 81 | 04/12/2018 |
Logroño | Logroño | Entire building/Grouped dwellings | 61 | 04/12/2018 |
Madrid | Madrid | Entire building/Grouped dwellings | 17 | 04/12/2018 |
Murcia | Murcia | Entire building/Grouped dwellings | 214 | 04/12/2018 |
Oviedo | Oviedo | Entire building/Grouped dwellings | 30 | 04/12/2018 |
Logroño | Logroño | Entire building/Grouped dwellings | 27 | 04/12/2018 y 06/03/2020 |
Tarragona | Tarragona | Entire building/Grouped dwellings | 47 | 04/12/2018 y 06/03/2020 |
Castellón | Castellón | Entire building/Grouped dwellings | 169 | 27/02/2020 y 06/03/2020 |
Almazora | Valencia | Entire building/Grouped dwellings | 80 | 06/03/2020 |
Arroyo | Valladolid | Entire building/Grouped dwellings | 21 | 06/03/2020 |
Leganés | Madrid | Entire building/Grouped dwellings | 21 | 06/03/2020 |
Madrid | Madrid | Entire building/Grouped dwellings | 19 | 06/03/2020 |
Villareal | Castellón | Entire building/Grouped dwellings | 20 | 06/03/2020 |
3
FORMULACION DE ESTADOS FINANCIEROS INTERMEDIOS
CORRESPONDIENTES AL PERIODO DE SEIS MESES TERMINADO
EL 30 DE JUNIO DE 2020
The Board of Directors of Témpore Properties SOCIMI, S.A. has prepared, on 4 August 2020, the Interim Financial Statements (Interim Balance Sheet. Interim Income Statement. Interim Statement of Changes in Net Equity. Interim Cash Flow Statement and the Explanatory Notes to the Interim Financial Statements) for the six-month period ended 30 June 2020, which are comprised by the accompanying documents preceding this note.
D. Michael Abel
Chairman of the Board of Directors
D. Matthew Coleman Vice-chairman of the Board of Directors
D. Nicolas Díaz Saldaña Chief Executive Officer
D. Daniel Valenzano Proprietary Director
D. Juan Velayos | D. Rafael de Mena Arenas | |
Proprietary Director | Independent Director |
FORMULACION DE ESTADOS FINANCIEROS INTERMEDIOS
CORRESPONDIENTES AL PERIODO DE SEIS MESES TERMINADO
EL 30 DE JUNIO DE 2020
D. Juan Ramón Dios Rial | D. Enrique Nieto Brackelmans | |
Proprietary Director | Non-Director Secretary of the Board of Directors |
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Tempore Properties SOCIMI SA published this content on 05 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2020 14:26:01 UTC