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DEMIRE Deutsche Mittelstand Real Estate AG

Quarterly Report Nov 20, 2019

96_10-q_2019-11-20_a6198994-49b8-4b35-a29d-add9c1d503a8.pdf

Quarterly Report

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Highlights 9M 2019

24.5 in EUR millions

FFO I (after taxes, before minorities) in 9M 2019 +33.4 % versus 9M 2018

45.7 in EUR millions

EBT, including valuation effect of EUR 29.6 million; 9M 2018: EUR 66.3 million, including valuation effect of EUR 70.1 million

48.5 in percent

Net loan-to-value ratio (net LTV), higher than the level 38.7 % at year-end 2018, remaining below the target level of 50 %

2.78 in percent p.a.

Average nominal interest costs as at the 30 September 2019 reporting date - 22 basis points lower versus level at year-end 2018

5.87 in EUR

Net asset value (EPRA NAV diluted) increases by 6.7%, or EUR 0.37 per share versus level at year-end 2018

KEY EARNINGS FIGURES KEY FINANCIAL RATIOS PORTFOLIO DEVELOPMENT

1.4 in EUR billions

Portfolio value increases as a result of EUR 245 million in acquisitions and value appreciation

60.1 in EUR millions

Rental income, increases +8.9 % compared to level of EUR 55.1 million in same prior-year period

10.9

in percent

EPRA vacancy rate declines versus level of 11.1% as at 30 June 2019

8.0 in EUR millions

Profit from the sale of five non-strategic properties for more than EUR 33 million

Table of Contents

Foreword from the Executive Board

  • 003 DEMIRE at a Glance
  • Key Group Figures
  • Portfolio Highlights
  • DEMIRE on the Capital Market
  • DEMIRE Bonds

008 Interim Group Management Report

  • Economic Report
  • Net Assets, Financial Position and Results of Operations
  • Financial Performance Indicators
  • Report on Risks and Opportunities
  • Subsequent Events
  • Outlook

018 Interim Consolidated Financial Statements

  • Consolidated Statement of Income
  • Consolidated Statement of Comprehensive Income
  • Consolidated Balance Sheet
  • Consolidated Statement of Cash Flows
  • Consolidated Statement of Changes in Equity

026 Notes to the Consolidated Financial Statements

  • A. General Information
  • B. Scope and Principles of Consolidation
  • C. Accounting Policies
  • D. Notes to the Consolidated Statement of Income
  • E. Notes to the Consolidated Balance Sheet
  • F. Condensed Group Segment Reporting
  • G. Other Disclosures
  • Responsibility Statement

U03 Disclaimer and Imprint

Foreword from the Executive Board

Dear Shareholders,

Ladies and Gentlemen,

The third quarter of 2019 went very well for us and continued the positive performance achieved in 2019. The consistent implementation of our "REALize Potential" strategy is coming to fruition in DEMIRE's daily operations and its medium-term perspective.

The key indicators in the first three quarters of 2019 reflect our operational success:

  • • Funds from operations (FFO I, after taxes and before minority interests) increase by 33.4 % to EUR 24.5 million.
  • • Rental income expands by 8.9 % to EUR 60.1 million.
  • • Letting performance, at 134,770 m², is more than 63 % higher than the performance in full-year 2018.
  • • LTV increases to a solid 48.5 %, remaining below our target level of 50 %.
  • • Profit / loss before taxes amounts to EUR 37.5 million compared to EUR 48.1 million in the same prior-year period; profit for the period excluding fair value adjustments amounts to EUR 7.9 million compared to EUR – 22.0 million in the prior-year period.

We are also confident about DEMIRE's development going forward. During the third quarter just completed, we prepared a corporate bond issue and carried out this issue in early October at favourable terms. The proceeds will enable us to repay our higher-interest liabilities ahead of schedule and significantly reduce our financing costs. As a result, our FFO is projected to increase as of 2020 onwards. We also successfully completed our second portfolio acquisition this year and have integrated the properties into our operational structure. Since these acquisitions

will be included in our profit / loss for only a portion of 2019, we expect them to result in higher FFO next year as well when the acquisitions are included for the entire financial year. Another focal point in the third quarter was to boost our portfolio activity. We sold five properties who had either already exhausted their potential or were not of an institutional size, and we were able to achieve proceeds with a premium of more than 30 % compared to the properties' last assessed valuation. The profit from these sales amounted to a total of around EUR 8 million.

We plan to invest this liquidity in DEMIRE's further growth based on a full acquisition pipeline. We intend to promptly acquire attractive properties, which will serve to further optimise DEMIRE's portfolio structure and its key indicators.

Based on the performance described above, and turning our attention to the remainder of 2019, we remain optimistic and confirm our forecast for our key indicators, which was raised in August, and expect to achieve rental income in the range of EUR 80.5 to 82.5 million and FFO I (after taxes and before minority interests) of EUR 30 to 32 million in the current financial year.

Frankfurt am Main, 14 November 2019

Ingo Hartlief FRICS (Chief Executive Officer)

Tim Brückner (Chief Financial Officer)

DEMIRE at a Glance

Key Group Figures

KEY EARNIN
GS FIGURES
in EUR thousands
01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
Rental income 60,077 55,144
Profit/loss from the rental of real estate 48,896 42,616
EBIT * 76,273 95,424
Financial result * –30,567 –29,172
EBT 45,706 66,252
Net profit/loss for the period 37,532 48,080
Net profit/loss for the period attributable
to parent company shareholders
34,225 42,281
Net profit/loss for the period per share (basic/diluted) in EUR 0.32/0.32 0.66/0.65
FFO I (after taxes, before minorities) 24,452 18,333
FFO I per share (basic/diluted) in EUR 0.23/0.23 0.29/0.28

*Prior-year figures have been adjusted due to changes in classification

KEY PORT
FOLIO
INDICATORS
30/09/2019 31/12/2018
Properties (number of) 91 84
Gross asset value (in EUR millions) 1,394.3 1,152.1
Contractual rents (in EUR millions) 85.4 73.2
Rental yield (in %) 6.1 6.5
EPRA vacancy rate (in %) * 10.9 7.5
WALT (in years) 4.7 4.5
KEY BALANCE
SHEET
RATIOS
in EUR thousands 30/09/2019 31/12/2018
Total assets 1,525,906 1,378,692
Investment properties 1,377,288 1,139,869
Non-current assets held for sale 17,042 12,262
Total real estate portfolio 1,394,329 1,152,131
Financial liabilities 742,391 636,572
Cash and cash equivalents 65,614 190,442
Net financial liabilities 676,777 446,130
Net loan-to-value in % (net LTV) 48.5 38.7
Equity according to Group balance sheet 618,128 582,338
Equity ratio in % 40.5 42.2
Net asset value (NAV) in the reporting period 572,093 537,913
EPRA NAV
(basic /diluted)
634,720/
635,230
595,225/
595,745
EPRA NNNAV (diluted) 565,411 535,869
Number of shares in thousands
(basic/diluted)
107,777/
108,287
107,777/
108,297
EPRA
NAV per share (basic/diluted) in EUR
5.89/5.87 5.52/5.50

*Excluding properties held for sale

Portfolio Highlights

As at 30 September 2019

1.4 Market value of real estate portfolio (in EUR billions)

91 Assets at 69 locations in

15 federal states

80.5–82.5

Expected rental income in 2019 (in EUR millions)

87.4

EUR 85.4 million

Annualised contractual rent* (in EUR millions) * following the sale of the Stahnsdorf property:

68.2

Office property as a share of total portfolio (in %)

7.50

Average rent of portfolio (in EUR/m²)

10.9

Vacancy rate of portfolio (in %)

6.1

Gross rental yield as at 30 September 2019 (in %)

Property type / Use

demire on the capital marKet

demire Key share data

95 90

share data as at 30 / 09 / 2019
ISIN DE000A0XFSF0
Symbol / ticker DMRE
Stock exchange Frankfurt Stock Exchange
(FSE); XETRA
Open market in Stuttgart,
Berlin, Dusseldorf
Market segment Regulated Market
(Prime Standard)
Designated sponsors BaaderBank,
Pareto Securities AS
Share capital EUR 107,777,324
Number of shares 107,777,324
Closing price 30 / 09 / 2019 (XETRA) EUR 5.08
Average daily trading volume 01 / 01 – 30 / 09 / 2019 11,771
Market capitalisation EUR 547.5 million
Free fl oat < 3 % 11.43 %

demire shares

DEMIRE shares have performed positively since the beginning of the year. At EUR 5.08, the shares closed the fi rst nine months of 2019 with a gain of 17.9 %, which also marks their high so far in 2019. The shares hit their lowest level of EUR 4.18 on 3 January 2019. The DAX 30 and EPRA Developed Europe benchmark indices also performed well, closing the reporting period with gains of 17.5 % and 15.6 %, respectively.

DEMIRE's market capitalisation as at 30 September 2019 was approximately EUR 547.5 million.

shareholder structure

There was no change in DEMIRE's shareholder structure in the fi rst nine months of 2019. Apollo-managed funds and the Wecken Group still hold around 88.57 % of the shares; the free fl oat is roughly 11.43 %.

Jan Feb Mar Apr May Jun Jul Aug Sep

outperFormance oF demire shares versus indices in 2019

1 Including subsidiaries. 2 Acting in concert. Source: WpHG announcements and own calculations

DEMIRE Bonds

2017/2022 CORPORATE BOND

Name DEMIRE 2017/2022 Corporate Bond
Issuer DEMIRE Deutsche Mittelstand Real Estate AG
Rating Ba2 (Moody's), BB+ (S&P)
Stock market listing Open market of the Luxembourg Stock Exchange; Euro MTF
Applicable law New York Law
ISIN
Code
Sale under Regulation S: XS1647824173;
Sale under Rule 144A: XS1647824686
WKN Sale under Regulation S: A2GSC5;
Sale under Rule 144A: A2GSC6
Issue volume EUR 400,000,000
Issue price 100%
Denomination EUR 100,000
Coupon 2.875%
Interest payments On 15 January and 15 July, beginning with 15 January 2018
Maturity date 15 July 2022
Early repayment NC2 at 101.438% for the first time on 15 July 2019; 100.719%
on 15 July 2020; 100% on 15 July 2021 and thereafter
Closing price 31/12/2018 100.75%

Ratings from S & P and Moody's

In the summer of 2019, as part of their annual rating reviews, the rating agencies Standard & Poor's and Moody's reviewed and confirmed their assessments of the 2017 / 2022 bond and DEMIRE as an issuer. As a result, DEMIRE's rating remains stable.

With these rating assessments, DEMIRE strengthens its transparency through an independent assessment of its business activities. DEMIRE is striving to position its risk profile in the medium term at the level of "investment grade" in order to facilitate the financing of its planned growth at more favourable conditions using capital market instruments.

Against this background, DEMIRE issued a new bond at very favourable conditions at the begin-ning of the fourth quarter of 2019 in order to early redeem the existing 2017 / 2022 bond on 11 October 2019, as well as other higher-interest financing. As a result, the financing costs will be significantly lower going forward.

2019/2024 Corporate Bond

Name DEMIRE Senior Notes 2019/2024
Issuer DEMIRE Deutsche Mittelstand Real Estate AG
Rating Ba2 (Moody's); BB+ (S&P)
Stock market listing Open market of the Luxembourg Stock Exchange; Euro MTF
Applicable law German Law
ISIN DE000A2YPAK
WKN A2YPA
Total nominal volume EUR 600,000,000
Issue price 99.407% of par value
Denomination EUR 100,000
Coupon 1.875%
Interest payments On 15 April and 15 October, beginning on 15 April 2020
Maturity date 15 October 2024
Yield to maturity 2.00%
Distribution Regulation S, excluding registration rights
Repayment Non call life (with three-month option for early repayment)
Change of control At 101% plus accrued and unpaid interest

Following the issue of the new bond, the rating agencies confirmed their credit ratings for both DEMIRE and the bond.

DEMIRE 'S RATINGS– AS AT 30/09/2019

COMPANY BOND
RATIN
G AGENCY
RATIN
G
OUTLOO
K
RATIN
G
Standard&Poor's BB Stable BB+
Moody's Ba2 Stable Ba2

ANNUAL GENERAL MEETING

On 11 February 2019, an Extraordinary General Meeting took place during which an extensive level of authorised capital was approved. This authorised capital is intended to be used to further grow the real estate portfolio.

The ordinary Annual General Meeting of DEMIRE Deutsche Mittelstand Real Estate AG was held on 29 May 2019 and approved the resolution proposals of the management with significant majorities. Prof Dr Kerstin Hennig was newly elected to the Supervisory Board, replacing Dr Thomas Wetzel, who left the Supervisory Board as at the end of the Annual General Meeting.

Interim Group Management Report for the 1 January through 30 September 2019 reporting period

Economic report

BUSINESS PERFORMANCE

The results of the consistent implementation of the "REALize Potential" strategy are evident in all facets of DEMIRE's business development in the first nine months of 2019 and form a solid basis for the company's continued growth. The purchase of an office portfolio announced in November 2018 was completed in May 2019. The purchase of a department store portfolio was completed in early July, followed by the completion of the sale of a property in Stahnsdorf that had exhausted its value-add potential for roughly EUR 24 million in September. Sales agreements were signed in the third quarter for three other properties, each with a value of under EUR 5 million, and therefore not within the institutional spectrum. In addition to the successful financing of the office portfolio, preparations were made for a new bond issue that is expected to lead to significantly lower financing costs in the future, and the issue was completed in early October at favourable conditions.

Overall, DEMIRE was able to continue its positive development and achieve significant improvements. The following results stand out in particular:

  • • An increase in funds from operations (FFO I, after taxes, before minorities) of 33.4 % to EUR 24.5 million.
  • • A rise in rental income of 8.9 % to EUR 60.1 million
  • • A reduction in the EPRA vacancy rate to 10.9 % (compared to 11.1 % as at 30 June 2019), reflecting the initial successes of strong letting performance.
  • • A rise in the level of net loan-to-value to 48.5 % and in the direction of the target level of 50 %.
  • • A 6.7 % increase in EPRA NAV per share (diluted) in the first three quarters of 2019 to EUR 5.87 per share.

REAL ESTATE PORTFOLIO

As at 30 September 2019, the real estate portfolio consisted of 91 commercial properties featuring lettable floor space of more than 1 million m² and a total market value of around EUR 1.4 billion. At the end of June 2019, an independent and comprehensive valuation of the entire real estate portfolio was carried out by the appraiser Savills that resulted in a valuation gain of EUR 29.1 million.

The portfolio's EPRA vacancy rate reached a level of 10.9 % as at 30 September 2019, which was 0.2 percentage points lower than the level of 11.1 % on 30 June 2019 but higher than the level of 7.5 % as at 31 December 2018. This rise resulted primarily from the purchase of the office portfolio in May 2019, which had significantly higher vacancies, and was offset by the acquisition in July 2019 of the long-term, fully leased department store portfolio and successful letting activities. As several lettings will commence at the beginning of the new quarter or at the start of the new year, a further reduction in the vacancy rate is to be expected in the medium term accompanied by a rise in the WALT. DEMIRE's letting performance in the reporting period equalled roughly 134,800 m², of which around 19 % represents new lettings and around 81 % follow-on lettings. The weighted average lease term (WALT) in the portfolio increased as at the 30 September 2019 reporting date to 4.7 years, which amounts to a rise of 0.2 years compared to year-end 2018.

NO. TENANT TYPE OF USE CONTRACTUAL RENTS P. A.* in EUR millions in % of total 1 GMG (Telekom) Office 20.2 23.6 2 Karstadt Retail 5.3 6.2 3 BImA Bundesanstalt für Immobilienaufgaben Office 2.0 2.4 4 Sparkasse Südholstein Office 1.7 2.0 5 ThyssenKrupp Office 1.7 2.0 6 RIMC Hotel 1.5 1.7 7 HPI Germany Hotel 1.5 1.7 8 AXA Konzern AG Office 1.2 1.5 9 Momox GmbH Logistics 1.2 1.4 10 Barmer Office 1.2 1.4 Sub-total 37.5 43.9 Other 47.9 56.1 Grand total 85.4 100.0

*According to annualised contractual rent, excluding service charges.

TOP 10 TENANTS (AS AT 30/09/2019)

Management Report 010

Economic report

Net assets, financial position and results of operations

NO. OF PROPERTIES MARKET VALUE IN EUR MILLIONS SHARE IN % LETTABLE SPACE (IN THOU-SAND M2) VALUE / M2 CONTRAC-TUAL RENT IN EUR MIL-LIONS P. A. CONTRAC-TUAL RENT PER M² RENTAL YIELD IN % EPRA VA-CANCY RATE IN %* WALT IN YEARS Office 63 937.0 66.1 618.3 1,515 56.4 8.64 6.0 12.0 3.7 Retail 21 350.6 26.7 231.0 1,459 22.8 9.05 6.5 6.6 7.4 Logistics 1 68.6 4.8 178.2 385 4.1 2.23 6.0 21.3 3.7 Other 6 38.1 2.4 40.5 940 2.0 4.42 5.3 0.2 5.2 Total as at 30/09/2019 91 1,394.3 100 1,068.0 1,292 85.4 7.52 6.1 10.9 4.7 Total as at 31/12/2018 84 1,130.4 100 926.5 1,220 73.2 7.20 6.5 7.5 4.5 Change in %/pp +7 +23.4% +15.3% +5.9% +16.6% +3.1% –40bp +340bp +0.2 years

PORTFOLIO BY ASSET CATEGORY

*Excluding real estate held for sale

Net assets, financial position and results of operations

RESULTS OF OPERATIONS

In the first nine months of 2019, the DEMIRE Group generated rental income totalling EUR 60.1 million (previous year: EUR 55.1 million) which, after a rise in rents (like-for-like rent growth was 0.5 %) and purchases of the office and department store portfolios, represents a total increase of 8.9 %. Profit / loss from the rental of real estate rose to EUR 48.9 million (previous year: EUR 42.6 million), which is equivalent to a year-on-year increase of 14.7 %. The increase is mainly attributable to the purchase of real estate, rent increases and the year-on-year improvement in the net balance of utility and service charges.

DEMIRE generated proceeds of EUR 24.4 million from the sale of the property in Stahnsdorf. This sale and others contributed a total of EUR 8.0 million to earnings. General and administrative expenses fell to EUR 8.9 million in the first nine months of 2019 (previous year: EUR 16.0 million) as a result of lower legal and consulting fees, among others. As a result, earnings before interest and taxes (EBIT) amounted to EUR 76.3 million, which contains EUR 29.6 million of fair value adjustments (previous year: EUR 95.4 million, including EUR 70.1 million of fair value adjustments).

The financial result amounted to EUR – 30.6 million in the first nine months of 2019 (previous year: EUR – 29.2 million). Whereas financial expenses increased from EUR – 20.1 million in the first nine months of 2018 to EUR – 27.7 million in the reporting period due to expenses related to the new bond issue, minority interests declined to EUR – 3.7 million (previous year: EUR – 9.6 million) mainly as a result of lower valuation gains. The average nominal interest on financial debt decreased by 22 basis points to 2.78 % p. a. as at 30 September 2019 compared to year-end 2018 and will continue to decline significantly until the end of 2019 due to the issue of the new bond and the repayment of higher-interest financing.

Net assets, financial position and results of operations

Profit / loss before taxes (EBT) decreased by 31.0 % to EUR 45.7 million (previous year: EUR 66.3 million) as a result of lower fair value adjustments. Based on the lower year-on-year tax expense that resulted primarily from a lower level of deferred taxes from positive valuation effects on real estate, the net profit / loss for the first nine months of 2019 was EUR 37.5 million after EUR 48.1 million in the same prior-year period. Adjusted for valuation effects from fair value adjustments, the profit / loss for the period increased to EUR 7.9 million as at 30 September 2019 compared to EUR – 22.0 million in the prior-year period.

CONSOLIDATED
STATEMENT
OF INCOME
(Selected information in EUR thousands)
01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
CHAN
GE
in %
Rental income 60,077 55,144 4,933 8.9%
Income from utility and service charges 15,864 11,971 3,893 32.5%
Operating expenses to generate rental income –27,044 –24,499 –2,545 10.4%
Profit/loss from the rental of real estate 48,896 42,616 6,280 14.7%
Income from the sale of real estate and real estate companies 25,635 427 25,209 >100
Expenses relating to the sale of real estate and real estate companies –18,668 –453 –18,214 >100
Profit/loss from the sale of real estate and real estate companies 6,967 –27 6,994 >100
Profit/loss from fair value adjustments in investment properties 29,645 70,099 –40,454 –57.7%
Impairment of receivables –818 –2,365 1,547 –65.4%
Other operating income 828 2,991 –2,163 –72.3%
General and administrative expenses –8,881 –15,997 7,116 –44.5%
Other operating expenses –364 –1,893 1,529 –80.7%
Earnings before interest and taxes 76,273 95,424 –19,151 –20.1%
Financial result –30,567 -29,172 –1,395 4.8%
Profit/loss before taxes 45,706 66,252 –20,546 –31.0%
Current income taxes –2,859 –445 –2,414 >100
Deferred taxes –5,314 –17,727 12,412 –70.0%
Net profit/loss for the period 37,532 48,080 –10,548 –21.9%
Thereof, attributable to parent company shareholders 34,225 42,281 –8,056 –19.1%
Basic earnings per share (EUR) 0.32 0.66 –0.34 –51.8%
Weighted number of shares outstanding (in thousands) 107,777 64,185
Diluted earnings per share (EUR) 0.32 0.65 –0.33 –51.4%
Weighted number of shares outstanding (diluted) (in thousands) 108,287 64,969

Net assets, financial position and results of operations

NET ASSETS

As at 30 September 2019, total assets increased by EUR 147.2 million compared to year-end 2018 to around EUR 1,526.9 million. This rise mainly resulted from two portfolio purchases and the corresponding financing and fair value adjustments to investment properties. The value of investment properties amounts to approximately EUR 1,377.3 million as at 30 September 2019, representing an increase of EUR 237.4 million or 20.8 % compared to the value as at 31 December 2018. The rise is a result of the acquisition of the two portfolios and the portfolio revaluation during the year. Non-current assets held for sale totalling EUR 17.0 million as at 30 September 2019 consist mainly of the three properties for which a purchase agreement was signed in the reporting period, as well as a partial property in Darmstadt.

Group equity increased to approximately EUR 618.1 million as at 30 September 2019 compared to its level as at 31 December 2018 (EUR 582.3 million) due to the positive net profit / loss for the period. Consequently the equity ratio equalled 40.5 % (31 December 2018: 42.2 %). It is important to note that, under IFRS, non-controlling minority interests in the amount of approximately EUR 74.9 million (31 December 2018: EUR 73.1 million) are recorded under the Group's non-current liabilities and not in equity because of the legal form of Fair Value-REIT's fund investments as partnerships. Adjusted Group equity totalled around EUR 693.0 million (31 December 2018: EUR 655.4 million).

Total financial liabilities as at 30 September 2019 were EUR 742.4 million, which was EUR 105.8 million higher than their level as at 31 December 2018 (EUR 636.6 million). The increase in current financial liabilities to EUR 413.9 million (31 December 2018: EUR 30.2 million) was a result of the reclassification to current liabilities of the 2017 / 2022 bond following the repayment announcement on 22 September 2019 and the issue of the new 2019 / 2024 bond. The increase in financial liabilities also resulted from the assumption of liabilities to finance the purchased office portfolio.

Management Report 013

Net assets, financial position and results of operations

30/09/2019 31/12/2018 CHAN
GE
in %
1,388,530 1,150,944 237,586 20.6%
120,334 215,487 –95,152 –44.2%
17,042 12,262 4,780 39.0%
1,526,906 1,378,692 147,214 10.7%
30/09/2019 31/12/2018 CHAN
GE
in %
572,093 537,913 34,180 6.4%
46,035 44,425 1,610 3.6%
618,128 582,338 35,790 6.1%
471,736 742,696 –270,961 –36.5%
436,042 53,658 382,384 >100%
907,777 796,354 111,423 14.0%
1,525,906 1,378,692 147,214 10.7%

Management Report 014

Net assets, financial position and results of operations Financial Performance Indicators

FINANCIAL POSITION

Cash flow from operating activities in the first nine months of 2019 amounted to EUR 25.7 million (previous year: EUR 22.6 million). In the first half of 2019, lower distributions were made to minority shareholders than in the same prioryear period.

Cash flow from investing activities in the reporting period amounted to EUR – 216.0 million and was largely a result of the purchase price payments for the office portfolio acquired in May and the department store portfolio acquired in July.

Cash flow from investing activities in the comparative period of 2018 was EUR – 1.2 million as no purchases or sales took place in that period.

Cash flow from financing activities increased to roughly EUR 65.4 million, primarily as a result of the assumption of liabilities for the office portfolio. This amount compares with the level of EUR – 6.8 million in the same period of the previous year.

Cash and cash equivalents as at 30 September 2019 amounted to EUR 65.6 million (30 September 2018: EUR 88.5 million).

CONSOLIDATED
STATEMENT
OF CASH
FLOWS
(Selected information in EUR thousands)
01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
CHAN
GE
in %
Cash flow from operating activities 25,718 22,620 3,098 13.7%
Cash flow from investing activities 215,977 –1,182 214,795
Cash flow from financing activities 65,431 –6,775 72,206
Net change in cash and cash equivalents –124,828 14,663 –139,491
Cash and cash equivalents at the end of the period 65,614 88,537 –22,923 –25.9%

Financial Performance Indicators

Total assets as at 30 September 2019 increased in comparison to year-end 2018 by EUR 147.2 million and amounted to roughly EUR 1,525.9 million.

Investment properties were revalued in June 2019, resulting in a valuation gain of EUR 29.1 million. Together with the acquisition of an office portfolio and department store portfolio and the sale of five non-strategic properties, this led to an increase in investment properties as at 30 September 2019 to around EUR 1,377.3 million, compared to EUR 1,139.9 million as at 31 December 2018.

Financial Performance Indicators

FFO CALCULATION
(Selected information in EUR thousands)
01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
CHAN
GE
in %
Profit/loss before taxes 45,706 66,252 –20,546 –31.0%
Minority interests 3,665 9,598 –5,933 –61.8%
Earnings before taxes (EBT) 49,371 75,850 –26,479 –34.9%
± Profit/loss from the sale of real estate –6,967 27 –6,994
± Profit/loss from investments accounted for using the equity method 0 –162 162 0.0%
± Profit/loss from fair value adjustments in investment properties –29,645 –70,099 40,454 –57.7%
± Other adjustments * 11,800 13,158 –1,356 –10.3%
FFO I before taxes 24,559 18,774 5,785 30.8%
± (Current) income taxes –107 –440 334 –75.8%
FFO I after taxes 24,452 18,333 6,118 33.4%
Thereof attributable to parent company shareholders 19,807 15,376 4,431 28.8%
Thereof attributable to non-controlling interests 4,645 2,957 1,688 57.1%
± Profit/loss from the sale of real estate companies/real estate (after taxes) 5,194 –27 5,221
FFO II after taxes 29,646 18,306 11,339 61.9%
Thereof attributable to parent company shareholders 25,353 15,345 10,008 65.2%
Thereof attributable to non-controlling interests 4,292 2,961 1,331 44.9%
FFO I after taxes per share
Basic FFO I per share (EUR) 0.23 0.29 –0.06 –20.6%
Weighted number of shares outstanding (in thousands) 107,777 64,185 43,592
Diluted FFO I per share (EUR) 0.23 0.28 –0.06 –20.0%
Weighted number of shares outstanding (diluted) (in thousands) 108,287 64,969 43,318
FFO II after taxes per share
Basic FFO II per share (EUR) 0.28 0.29 –0.01 –3.6%
Weighted number of shares outstanding (in thousands) 107,777 64,185 43,592
Diluted FFO II per share (EUR) 0.27 0.28 –0.01 –2.8%
Weighted number of shares outstanding (diluted) (in thousands) 108,287 64,969 43,318

*Other adjustments include:

One-time refinancing costs and adjusted effective interest payments (EUR 12.5 million, previous year: EUR 7.9 million)

One-time transaction, legal and consulting fees (EUR –0.7 million; previous year: EUR 4.4 million)

One-time administrative costs (EUR 0.1 million; previous year: EUR 0.9 million)

Non-period expenses/income (EUR –0.1 million; previous year: EUR 0.0 million)

Financial Performance Indicators

NET ASSET VALUE (NAV)

Basic EPRA NAV increased 6.6 % from EUR 595.2 million as at 31 December 2018 to EUR 634.7 million as at 30 September 2019. Basic EPRA NAV per share based

on 107.7 million shares as at the reporting date amounted to EUR 5.89 (31 December 2018: EUR 5.52 per share), diluted EPRA NAV per share as at the reporting date amounted to EUR 5.87 (31 December 2018: EUR 5.50 per share).

EPRA
NET
ASSET
VALUE
(NAV)
in EUR thousands
30/09/2019 31/12/2018 CHAN
GE
in %
Net asset value (NAV) 572,093 537,913 34,180 6.4
Deferred taxes 67,365 62,050 5,315 8.6
Goodwill resulting from deferred taxes –4,738 -4,738 0 0.0
EPRA
NAV (basic)
634,720 595,225 39,495 6.6
Number of shares outstanding (in thousands) (basic) 107,777 107,777 0 0.0
EPRA NAV per share (EUR) (basic) 5.89 5.52 0.37 6.6
Effect of the exercise of convertible bonds and other equity instruments 510 520 –10 –1.9
EPRA NAV (diluted) 635,230 595,745 39,485 6.6
Number of shares outstanding (in thousands) (diluted) 108,287 108,297 –10 0.0
EPRA
NAV per share (EUR
) (diluted)
5.87 5.50 0.37 6.7

Management Report 017

Financial Performance Indicators Report on Risks and Opportunities Subsequent Events Outlook

NET LOAN-TO-VALUE RATIO

The DEMIRE Group's loan-to-value ratio is defined as the ratio of net financial liabilities to the carrying amount of investment properties and non-current assets held for sale. The net loan-to-value ratio surpassed its low level at the end of 2018 (38.7 %) and as at 30 September 2019 moved towards the 50 % target and reached 48.5 %. This rise reflects the purchase of the two portfolios and the assumption of financing.

NET
LOAN
-TO-VALUE
(NET
LTV)
in EUR millions
30/09/2019 31/12/2018
Financial liabilities 742.4 636.6
Cash and cash equivalents 65.6 190.4
Net financial debt 676.8 446.1
Fair value of investment properties and non-current assets
held for sale
1,394.3 1,152.1
Net LTV in % 48.5% 38.7%

REPORT ON RISKS AND OPPORTUNITIES

Concerning the risks to future business development, please refer to the disclosures made in the risk report contained in the consolidated financial statements as at 31 December 2018. There were no material changes in the Group's risk structure in the first nine months of 2019.

SUBSEQUENT EVENTS

After the reporting date, a new 2019 / 2024 bond was issued whose proceeds are to be used primarily to repay the 2017 / 2022 bond, which was still outstanding as at the reporting date, and to repay other higher-interest financial liabilities.

OUTLOOK

The Executive Board confirms the forecast for the current financial year, which had been raised on 7 August 2019. Rental income is expected to range between EUR 80.5 million and EUR 82.5 million and FFO I (after taxes, before minorities) between EUR 30 million and EUR 32 million

Frankfurt am Main, 14 November 2019 DEMIRE Deutsche Mittelstand Real Estate AG

Ingo Hartlief FRICS Tim Brückner (Chief Executive Officer) (Chief Financial Officer)

FFO I 24.5

Rental income

in EUR millions in the first nine months of 2019

INTERIM CONSOLI-DATED FINANCIAL STATEMENTS

  • Consolidated statement of income
  • Consolidated statement of comprehensive income
  • Consolidated balance sheet
  • Consolidated statement of cash flows
  • Consolidated statement of changes in equity

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  • A. General information
  • B. Scope and principles of consolidation
  • C. Accounting policies
  • D. Notes to the consolidated statement of income
  • E. Notes to the consolidated balance sheet
  • F. Condensed Group segment reporting
  • G. Other disclosures
  • Responsibility statement

U03 DISCLAIMER AND IMPRINT

CONSOLIDATED STATEMENT OF INCOME

For the reporting period from 1 January to 30 September 2019

01/01/2019 01/01/2018 01/07/2019 01/07/2018
in EUR thousands –30/09/2019 –30/09/2018 –30/09/2019 –30/09/2018
Rental income 60,077 55,144 21,851 18,587
Income from utility and service charges 15,864 11,971 4,585 3,168
Operating expenses to generate rental income –27,044 –24,499 –9,525 –7,210
Profit/loss from the rental of real estate 48,896 42,616 16,911 14,545
Income from the sale of real estate and real estate companies 25,635 427 24,440 423
Expenses relating to the sale of real estate and real estate companies –18,668 –453 –17,337 –439
Profit/loss from the sale of real estate and real estate companies 6,967 –27 7,103 –16
Profit/loss from fair value adjustments to investment properties 29,645 70,099 510 0
Impairment of receivables –818 –2,365 –270 –258
Other operating income 828 2,991 278 892
General and administrative expenses* –8,881 –15,997 –3,084 –2,791
Other operating expenses* –364 –1,893 –83 –1,238
Earnings before interest and taxes 76,273 95,424 21,365 11,134
Financial income* 779 489 305 238
Financial expenses –27,681 –20,063 –15,907 –6,670
Interests of minority shareholders –3,665 –9,598 –931 –810
Financial result –30,567 –29,172 –16,533 –7,242
Profit/loss before taxes 45,706 66,252 4,832 3,893
Current income taxes –2,859 –445 –1,831 –153
Deferred taxes –5,314 –17,727 376 –332
Net profit/loss for the period 37,532 48,080 3,377 3,407
Thereof, attributable to:
Non-controlling interests 3,307 5,799 927 633
Parent company shareholders 34,225 42,281 2,450 2,774
Basic earnings per share 0.32 0.66
Diluted earnings per share 0.32 0.65

* Prior-year figures have been adjusted due to changes in classification.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the reporting period from 1 January to 30 September 2019

in EUR thousands 01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
01/07/2019
–30/09/2019
01/07/2018
–30/09/2018
Net profit/loss for the period 37,532 48,080 3,376 3,407
Items that will be reclassified to profit and loss:
Currency translation differences 0 0 0 0
Other comprehensive income 0 0 0 0
Total comprehensive income 37,532 48,080 3,376 3,407
Thereof, attributable to:
Non-controlling interests 3,307 5,799 927 633
Parent company shareholders 34,225 42,281 2,450 2,775

CONSOLIDATED BALANCE SHEET

As at 30 September 2019

ASSETS 30/09/2019 31/12/2018
in EUR thousands
ASSETS
Non-current assets
Intangible assets 6,881 6,884
Property, plant and equipment 414 465
Investment properties 1,377,288 1,139,869
Other assets 3,947 3,725
Total non-current assets 1,388,530 1,150,944
Current assets
Trade accounts receivable and other receivables 46,692 15,835
Financial receivables and other financial assets 6,583 6,326
Tax refund claims 1,445 2,884
Cash and cash equivalents 65,614 190,442
Total current assets 120,334 215,487
Non-current assets held for sale 17,042 12,262
Total assets 1,525,906 1,378,692

Consolidated balance sheet

EQUITY AND LIABILITIES
in EUR thousands
30/09/2019 31/12/2018
EQUITY AND LIABILITIES
Equity
Subscribed capital 107,777 107,777
Reserves 464,316 430,136
Equity attributable to parent company shareholders 572,093 537,913
Non-controlling interests 46,035 44,425
Total
equity
618,128 582,338
Liabilities
Non-current liabilities
Deferred tax liabilities 67,365 62,050
Minority interests 74,921 73,085
Financial liabilities 328,531 606,404
Other liabilities 919 1,157
Total non-current liabilities 471,736 742,696
Current liabilities
Provisions 1,764 1,302
Trade payables and other liabilities 17,128 19,703
Tax liabilities 3,289 2,486
Financial liabilities 413,860 30,168
Total current liabilities 436,042 53,658
Total
liabilities
907,777 796,354
Total
equity
and
liabilities
1,525,906 1,378,692

Consolidated statement of cash flows

For the reporting period from 1 January to 30 September 2019

in EUR thousands 01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
Group profit/loss before taxes 45,706 66,252
Financial expenses 27,681 20,063
Financial income* -779 –327
Interests of minority shareholders 3,665 9,598
Change in real estate inventory -4,780 1,734
Change in trade accounts receivable and other receivables -5,892 272
Change in financial receivables and other financial assets –461 –346
Change in provisions 462 1,384
Change in trade payables and other liabilities -304 –4,587
Profit/loss from fair value adjustments in investment properties -29,645 –70,099
Expenses relating to the sale of real estate and real estate companies -6,967 27
Interest proceeds 92 129
Income taxes paid -2,602 –92
Change in reserves 4 –174
Depreciation and amortisation and impairment 921 2,504
Distributions to minority shareholders/dividends -1,729 –2,961
Other non-cash items* 347 –757
Cash flow from operating activities 25,718 22,620
Payments for investments in property, plant and equipment -146,948 -1,605
Payments for the acquisition of investment properties and interests
in fully consolidated companies, less net cash equivalents acquired
–69,301 0
Proceeds from the sale of real estate 273 423
Cash flow from investing activities -215,977 –1,182
Proceeds from capital increases 0 23,600
Payments for expenses associated with raising equity 0 –628
Proceeds from the issuance of financial liabilities 105,113 34,117
Interest paid on financial liabilities -12,679 –18,908
Acquisition of additional interests in subsidiaries -525 -3,115
Payments for the redemption of financial liabilities -26,478 –41,841
Cash flow from financing activities 65,431 –6,775
Net change in cash and cash equivalents -124,828 14,663
Cash and cash equivalents at the start of the period 190,442 73,874
Cash and cash equivalents at the end of the period
(Thereof restricted cash: EUR 0 thousand; 30 September 2018: EUR 731 thousand)
65,614 88,537

*Prior-year figures have been adjusted due to changes in classification.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the reporting period from 1 January to 30 September 2019

in EUR thousands SHARE CAPITAL RESERVES
SUBSCRIBED
CAPITAL
CAPITAL
RESERVES
RETAINED
EARNINGS
INCL.
GROUP
PROFIT/LOSS
RESERVES
FOR TREASURY
SHARES
CURRENCY
TRANSLATION
EQUITY
ATTRIBUTABLE
TO PARENT
COMPANY
SHARE
HOLDERS
NON-CON
TROLLING
INTERESTS
TOTAL
EQUITY
01/01/2019 107,777 129,848 300,288 0 0 537,914 44,425 582,338
Net profit/loss for the period 0 0 34,225 0 0 34,225 3,307 37,532
Other comprehensive income 0 0 0 0 0 0 0 0
Total comprehensive income 0 0 34,225 0 0 34,225 3,307 37.532
Capital increases 0 0 0 0 0 0 0 0
Stock option programme 0 4 0 0 0 4 0 4
Convertible bonds 0 0 0 0 0 0 0 0
Dividend payments/distributions 0 0 0 0 0 0 –417 –417
Increase in shareholdings in subsidiaries 0 0 81 0 0 81 –1,410 –1,329
Other changes 0 0 –130 0 0 –130 129 –1
30/09/2019 107,777 129,852 334,464 0 0 572,093 46,035 618,128
01/01/2018 54,271 0 231,433 –310 22 285,417 33,684 319,101
First-time application of IFRS 9 0 0 6,597 0 0 6,597 421 7,018
Net profit/loss for the period 0 0 42,281 0 0 42,281 5,799 48,080
Other comprehensive income 0 0 0 0 0 0 0 0
Total comprehensive income 0 0 42,281 0 0 42,281 5,799 48,080
Capital increases 5,426 17,546 0 0 0 22,972 0 22,972
Stock option programme 0 174 0 0 0 174 0 174
Mandatory convertible bond 13,389 –3,096 0 0 0 10,292 0 10,292
Dividend payments/distributions 0 0 0 0 0 0 –1,234 –1,234
Other changes 0 –20 609 0 –22 566 –2,059 –1,493
30/09/2018 73,086 14,604 280,919 –310 0 368,299 36,611 404,911

Notes to the consolidated financial statements for the reporting period from 1 January to 30 September 2019

A. GENERAL INFORMATION

1. BASIS OF PREPARATION

DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE AG") is recorded in the commercial register in Frankfurt / Main, Germany, the location of the Company's headquarters, under the number HRB 89041. The Company's business address is Robert-Bosch-Straße 11, Langen, Germany. The subject of these condensed interim consolidated financial statements as at 30 September 2019 is DEMIRE AG and its subsidiaries ("DEMIRE").

The DEMIRE AG shares are listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard segment).

Investments in real estate or real estate projects are generally processed through real estate companies. Interests in these real estate companies are either directly or indirectly held by DEMIRE (through intermediate holding companies). DEMIRE AG does not have direct ownership in any real estate. DEMIRE focuses on the German commercial real estate market and is active as an investor in and portfolio manager of secondary locations. DEMIRE itself carries out the acquisition, management and leasing of commercial properties. Value appreciation is to be achieved through active real estate management. This may also include the targeted sale of properties when they are no longer a strategic fit or have exhausted their potential for value appreciation.

The condensed interim consolidated financial statements for the period 1 January through 30 September 2019 were prepared in accordance with the requirements of IAS 34 "Interim Financial Reporting" ("IAS 34"). This report has not been audited and therefore does not contain an auditor's report.

The condensed interim consolidated financial statements of DEMIRE AG were prepared in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB), as applicable in the European Union (EU), pursuant to Section 315e of the German Commercial Code (HGB). All International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations of the IFRS Interpretations Committee (IFRS IC) – formerly the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC) – that were mandatory for the 2019 financial year have been taken into consideration. Furthermore, all disclosure and explanation requirements under German law above and beyond the provisions of the IASB have been fulfilled.

Under IAS 34, the condensed interim consolidated financial statements shall represent an update of the last financial year financial statements and, therefore, do not contain all of the information and disclosures required for consolidated financial statements but rather concentrate on new activities, events and circumstances so as not to repeat information that has already been reported. The condensed interim consolidated financial statements of DEMIRE AG as at 30 September 2019 should therefore be viewed in conjunction with the consolidated financial statements prepared as at 31 December 2018.

The euro (EUR) is the reporting currency of the DEMIRE AG condensed interim consolidated financial statements. Unless otherwise stated, all amounts are expressed in thousands of euros (EUR thousands). For computational reasons, rounding differences of ± one unit (EUR, %, etc.) may occur in the information presented in these financial statements.

These DEMIRE AG condensed interim consolidated financial statements were approved for publication by a resolution of the Executive Board on 14 November 2019.

B. SCOPE AND PRINCIPLES OF CONSOLIDATION

With effect from 1 July 2019, four property companies were acquired for a total purchase price of EUR 69.7 million. This transaction is presented in these interim consolidated financial statements as the acquisition of a group of assets as defined by IFRS 3.2 (b).

C. ACCOUNTING POLICIES

The accounting policies applied to the interim consolidated financial statements presented are the same as those applied to the consolidated financial statements as at 31 December 2018. There were no material changes in estimates compared to those in the consolidated financial statements as at 31 December 2018.

The first-time application of IFRIC 23 and the changes to IFRS 9 and IAS 28 have no material impact on the consolidated financial statements of DEMIRE.

D. NOTES TO THE CONSOLIDATED STATEMENT OF INCOME 1. EARNINGS BEFORE INTEREST AND TAXES

in EUR thousands 01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
Rental income 60,077 55,144
Income from utility and service charges 15,864 11,971
Rental revenue 75,940 67,115
Allocable operating expenses to generate rental income –18,096 –15,980
Non-allocable operating expenses to generate rental income –8,948 –8,519
Operating expenses to generate rental income –27,044 –24,499
Profit/loss from the rental of real estate 48,896 42,616

Rental revenue in the interim reporting period resulted exclusively from the rental of commercial real estate and is free from seasonal effects.

The increase in the profit / loss from the rental of real estate to EUR 48,896 thousand (9M 2018: EUR 42,616 thousand) resulted first and foremost from the addition of the office property portfolio acquired in the second quarter of 2019, as well as the acquisition of the five department stores acquired in July 2019 as part of a share deal. These acquisitions led to an increase in rental income of EUR 4,555 thousand. Rent increases of EUR 378 thousand were also realised. The higher income from utility and service charges of EUR 3,893 thousand mainly resulted from higher allocable expenses, as well as EUR 1,151 thousand from the acquisitions of the office property portfolio and the five department stores.

Earnings before interest and taxes of EUR 76,273 thousand (9M 2018: EUR 95,586 thousand) declined year-on-year due to lower profit / loss from fair value adjustments to investment properties which, at EUR 29.645 thousand, was EUR 40.454 thousand lower (9M 2018: EUR 70,099 thousand).

A positive effect on earnings before interest and taxes resulted from the decline in general administrative expenses to EUR 8,881 thousand (9M 2018: EUR 15,997 thousand). This year-on-year decline in general administrative expenses was mainly attributable to EUR 4,050 thousand lower legal and consulting costs and EUR 983 thousand lower non-deductible input taxes, which were related primarily to the takeover bid in April 2018 by the major shareholder Apollo.

Earnings before interest and taxes also include other operating expenses of EUR 364 thousand (9M 2018: EUR 1,893 thousand). The decline in other operating expenses resulted mainly from impairments of EUR 657 thousand on other assets included in the Eastern Europe portfolio (CEE / CIS) recognised in the first nine months of 2018.

The lower expense from deferred taxes of EUR 5,314 thousand (9M 2018: EUR 17,727 thousand) resulted from lower profit / loss from fair value adjustments to investment properties, as well as from the sale of the Stahnsdorf property by the Germavest GmbH property company.

Notes to the consolidated statement of income

2. FINANCIAL RESULT

in EUR thousands 01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
Financial income 779 489
Financial expenses –27,681 –20,063
Interests of minority shareholders –3,665 –9,598
Financial result –30,567 –29.172

The increase in financial expenses of roughly 38 % in the first nine months of 2019 was mainly due to one-time effects related to the planned early redemption of the 2017 / 2022 corporate bond, which was refinanced by a corporate bond with a volume of EUR 600 million successfully placed with institutional investors on 30 September 2019.

The share of profit / loss of minority shareholders amounting to EUR 3,665 thousand (9M 2018: EUR 9,598 thousand) concerns minority shareholder's profits in the Fair Value REIT-AG subsidiaries recorded as liabilities under IFRS. The decrease resulted primarily from lower valuation gains in the real estate held by these subsidiaries compared to the same prior-year period.

3. EARNINGS PER SHARE

01/01/2019
–30/09/2019
01/01/2018
–30/09/2018
Net profit/loss for the period (in EUR thousands) 37,532 48,080
Profit/loss for the period less non-controlling interests 34,225 42,281
Interest expenses from convertible bonds 0 10
Net profit/loss for the period less non-controlling interests (diluted) 34,225 42,291
Number of shares (in thousands)
Number of shares outstanding as at the reporting date 107,777 73,086
Weighted average number of shares outstanding 107,777 64,185
Impact of conversion of convertible bonds and exercise
under the 2015 Stock Option programme
510 784
Weighted average number of shares (diluted) 108,287 64,969
Earnings per share (in EUR)
Basic earnings per share 0.32 0.66
Diluted earnings per share 0.32 0.65

As at 30 September 2019, the Company had potential ordinary shares outstanding from the 2015 stock option programme entitling the owners to subscribe to 510,000 shares.

There was no change in the number of shares outstanding in the first nine months of 2019 compared to the level as at 31 December 2018.

E. NOTES TO THE CONSOLIDATED BALANCE SHEET

1. INVESTMENT PROPERTIES

Investment properties are measured at fair value. The fair values during the interim reporting period developed as follows compared to their level as at 31 December 2018:

in EUR thousands 2019 OFFICE RETAIL LOGISTICS OTHER 2018 OFFICE RETAIL LOGISTICS OTHER
Fair value at the beginning
of the reporting period
1,139,869 784,686 263,304 65,436 26,442 1,021,847 691,649 245,225 61,700 23,273
Additions 231,034 146,284 84,666 83 0 24,341 23,926 391 24 0
Reclassifications under IFRS 16 0 0 0 0 0 1,592 1,592 0 0 0
Disposals/Reclassifications –22,750 –22,750 0 0 0 –970 –662 –23 0 –285
Unrealised gains from fair value
measurement included in item D.3
of the statement of income
32,033 26,868 897 3,081 1,178 97,956 72,846 17,923 3,713 3,475
Unrealised losses from fair value
measurement included in item D.3
of the statement of income
–2,888 –2,888 0 0 0 –4,897 –4,665 –212 0 –20
Fair value at the end
of the reporting period
1,377,288 932,200 348,867 68,600 27,620 1,139,869 784,686 263,304 65,436 26,442

The additions to investment properties consisted primarily from the office real estate portfolio acquired in the second quarter with properties in Cologne, Aschheim-Dornach, Bad Vilbel and Essen (EUR 144,849 thousand), the completion of the portfolio purchase of five department stores in the third quarter (EUR 84,548 thousand) and the related capitalisation of rights-of-use from leasehold contracts (EUR 15,344 thousand) pursuant to IFRS 16.

Disposals in the amount of EUR 18,580 thousand were completed in the reporting period and included a property sold by Fair Value REIT-AG and the Stahnsdorf property sold by the Germavest GmbH property company. Properties valued at EUR 4,170 thousand were reclassified to the item "Non-current assets held for sale". The measurement of investment properties at fair value is to be allocated to Level 3 of the valuation hierarchy, according to IFRS 13 (valuation based on unobservable inputs). DEMIRE determines the fair values in the context of IAS 40 accounting.

A renewed sensitivity analysis of the key input parameters was not carried out as at 30 September 2019. As a result, there were no new effects on the fair value of the investment properties.

1. FINANCIAL LIABILITIES

Financial liabilities as at 30 September 2019 consisted of the following:

FINANCIAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 371,897 0 371,897
Other financial liabilities 322,494 48,000 370,494
Total 694,391 48,000 742,391

Financial liabilities as at 31 December 2018 consisted of the following:

FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
361,208 0 361,208
229,748 45,616 275,857
590,956 45,616 636,572

*Prior-year figures have been adjusted.

The following table shows the nominal value of financial liabilities as at 30 September 2019:

FINANCIAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 366,625 0 366,625
Other financial liabilities 315,026 48,000 363,026
Total 681,651 48,000 729,651

The following table shows the nominal value of financial liabilities as at 31 December 2018:

FINANCIAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 366,625 0 366,625
Other financial liabilities* 238,259 45,616 283,875
Total 604,884 45,616 650,500

*Prior-year figures have been adjusted.

Subsequent measurement of financial liabilities is carried out at amortised cost using the effective interest method, which leads to differences between book values and nominal amounts.

The interest on variable interest-bearing bank loans is based on EURIBOR plus an appropriate margin.

During the interim reporting period, a loan was concluded with a large German mortgage bank for a nominal amount of EUR 97,000 thousand. The payment was made in June 2019. The increase in financial liabilities also resulted from financial liabilities in the amount of EUR 14,666 thousand related to the acquired portfolio of five department stores.

The nominal interest rate of the 2017 / 2022 corporate bond is 2.875 %. Other financial liabilities mainly include bank liabilities with an average interest rate on financial debt of 2.69 % p. a. as at 30 September 2019 (31 December 2018: 3.16 % p. a.). The average interest rate on all financial liabilities amounted to 2.78 % p. a. as at 30 September 2019 (31 December 2018: 3.00 % p. a.).

F. CONDENSED GROUP SEGMENT REPORTING

01/01/2019
– 30/09/2019
in EUR thousands
CORE
PORTFOLIO
FAIR VALUE
REIT
CORPORATE
FUNCTIONS/
OTHERS
GROUP
Total revenues 80,058 21,517 0 101,575
Segment revenues 106,326 25,656 66 132,048
Segment expenses –38,056 –8,922 –8,797 –55,775
Net profit/loss for the period 54,207 10,307 –26,982 37,532
Additional information
Segment assets 1,142,527 346,734 36,645 1,525,906
thereof current financial receivables
and other financial assets
1,745 36 4,803 6,583
thereof tax refund claims 11 7 1,426 1,445
thereof non-current assets,
held for sale
17,042 0 0 17,042
Segment liabilities 340,395 194,847 372,536 907,777
thereof non-current financial liabilities 261,609 66,922 0 328,531
thereof current financial liabilities 13,534 32,556 367,769 413,860
thereof tax liabilities 3,087 0 203 3,289
01/01/2018
– 30/09/2018
in EUR thousands
CORE
PORTFOLIO
FAIR VALUE
REIT
CORPORATE
FUNCTIONS/
OTHERS
GROUP
Total revenues 31,436 13,927 0 45,363
Segment revenues * 84,233 32,913 415 117,561
Segment expenses –14,211 –6,792 –12,268 –33,271
Net profit/loss for the period 51,362 12,223 –18,912 44,673
Additional information
Segment assets 824,558 336,730 70,746 1,232,035
thereof current financial receivables
and other financial assets
205 15 5,498 5,718
thereof tax refund claims 586 0 2,863 3,448
thereof non-current assets,
held for sale
12,262 605 0 12,867
Segment liabilities 598,040 202,599 26,486 827,124
thereof non-current financial liabilities 514,470 93,746 0 608,216
thereof current financial liabilities 41,460 20,679 0 62,139
thereof tax liabilities 2,503 0 60 2,563

*Prior-year figures have been adjusted due to changes in classification.

The segmentation of the data in the financial statements is based on the internal alignment according to strategic business segments pursuant to IFRS 8. The segment information provided represents the information to be reported to the Executive Board.

The DEMIRE Group is divided into the two reportable business segments "Core Portfolio" and "Fair Value REIT".

More than 10 % of total revenue, or EUR 21,347 thousand (9M 2018: EUR 16,698 thousand), was generated with one customer in the "Core Portfolio" segment in the interim reporting period.

G. OTHER DISCLOSURES

1. RELATED PARTY DISCLOSURES

There have been no material changes to the related party disclosures as compared to 31 December 2018. There were no business transactions with members in key Company positions during the reporting period, except for the compensation of the Executive Board mentioned in section G.5.

2. FINANCIAL INSTRUMENTS

The carrying amounts of the following financial instruments carried at cost or amortised cost do not correspond to their fair values:

30/09/2019 31/12/2018
in EUR thousands FAIR
VALUE
CARRYING
AMOUNT
FAIR
VALUE
CARRYING
AMOUNT
Bonds 375,334 371,897 358,156 361,208
Other financial liabilities 312,715 328,531 248,393 246,656

3. RISK REPORT

With respect to the risks to future business development, please refer to the disclosures made in the risk report contained in the consolidated financial statements as at 31 December 2018. No material changes to the Group's risk structure occurred before the end of the third quarter of 2019.

4. OTHER DISCLOSURES

As at 30 September 2019, there were no financial obligations from purchase agreements for real estate or real estate companies.

Contractual obligations existed mainly for the modification and expansion of the properties in Eschborn, Kempten and the Gutenberg-Galerie in Leipzig. The scope of these obligations has been defined. The resulting costs amounted to EUR 2,098 thousand as at 30 September 2019.

The purchase order commitment from commissioned maintenance amounted to EUR 2,008 thousand as at the interim reporting date.

As at the 30 September 2019 interim reporting date, obligations for future lease payments under long-term leasehold agreements existed in the amount of EUR 15,182 thousand from the purchase of five department stores acquired in the context of a portfolio purchase.

5. GOVERNING BODIES AND EMPLOYEES

In accordance with the DEMIRE AG Articles of Association, the Executive Board is responsible for managing business activities.

The members of the Executive Board during the interim reporting period were:

  • • Mr Ingo Hartlief (since 20 December 2018)
  • • Mr Tim Brückner (since 1 February 2019)
  • • Mr Ralf Kind (until 3 January 2019)

For the interim reporting period, performance-based remuneration of EUR 278 thousand (9M 2018: EUR 135 thousand), fixed remuneration of EUR 420 thousand (9M 2018: EUR 297 thousand) and share-based payments of EUR 113 thousand (9M 2018: EUR 175 thousand) were recognised for the DEMIRE AG Executive Board. In the first nine months of 2018, one Executive Board member had been appointed. Any remaining remuneration amount to be paid to Mr Ralf Kind is currently unclear, as this issue is presently being addressed in a pending legal proceeding. Nevertheless, an amount of EUR 420 thousand was recognised as a provision in accordance with IAS 19.

There were no loans or advances granted to Executive Board members, and no contingencies were assumed for their benefit.

6. EVENTS OCCURRING AFTER THE 30 SEPTEMBER 2019 INTERIM REPORTING DATE

After the reporting date, the five-year corporate bond with a volume of EUR 600 million and a fixed coupon of 1.875 % placed with institutional investors in Europe during the reporting period was successfully completed.

The net proceeds from the bond will be used for the early refinancing of the bond maturing in 2022 (outstanding volume: EUR 366.6 million, coupon 2.875 %, ISIN XS1647824173 / ISIN XS1647824686) and a promissory note also due in 2022 (outstanding volume: EUR 142.1 million, coupon 4.0 %), as well as for general corporate purposes.

DEMIRE Deutsche Mittelstand Real Estate AG Frankfurt am Main, 14 November 2019

Ingo Hartlief FRICS (CEO)

Tim Brückner (CFO)

RESPONSIBILITY STATEMENT

As the Executive Board of DEMIRE Deutsche Mittelstand Real Estate AG, we hereby confirm to the best of our knowledge and in accordance with the applicable reporting principles, that the consolidated financial statements give a true and fair view of the net assets, financial position, and results of operations of the Group, and that the group management report includes a fair review of the development of the business including the results and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.

Frankfurt am Main, 14 November 2019 DEMIRE Deutsche Mittelstand Real Estate AG

Ingo Hartlief FRICS (CEO)

Tim Brückner (CFO)

Disclaimer Imprint

These interim statements contain forward-looking statements and information. Such forward-looking statements are based on our current expectations and certain assumptions. They harbour a number of risks and uncertainties as a consequence. A large number of factors, many of which lie outside the scope of DEMIRE's influence, affect DEMIRE's business activities, success, business strategy and results. These factors may result in a significant divergence in the actual results, success, and performance achieved by DEMIRE.

Should one or more of these risks or uncertainties materialise, or should the underlying assumptions prove incorrect, the actual results may significantly diverge both positively and negatively from those results that were stated in the forwardlooking statements as expected, anticipated, intended, planned, believed, projected or estimated results. DEMIRE accepts no obligation and does not intend to update these forward-looking statements or to correct them in the event of developments other than those expected.

COMPANY CONTACT

DEMIRE Deutsche Mittelstand Real Estate AG Robert-Bosch-Straße 11 D-63225 Langen T + 49 (0) 6103 – 372 49 – 0 F + 49 (0) 6103 – 372 49 – 11 [email protected] www.demire.ag

RESPONSIBLE PUBLISHER

The Executive Board of DEMIRE Deutsche Mittelstand Real Estate AG

CONCEPT AND LAYOUT Kammann Rossi GmbH

STATUS

November 2019

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