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DEMIRE Deutsche Mittelstand Real Estate AG

Quarterly Report Nov 19, 2018

96_10-q_2018-11-19_eb8573d8-99bd-461a-aa7c-0f1266bd395a.pdf

Quarterly Report

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Financial Year 1 January – 31 December 2018

Interim Statement 3Q 2018

CONTENTS

Highlights 9M 2018

Foreword by the Executive Board

Management report

Portfolio overview

  • Net assets, financial position and results of operations
  • Financial performance indicators
  • Report on risks and opportunities
  • Outlook

015 Interim consolidated financial statements

HIGHLIGHTS 9M 2018

Foreword by the Executive board

The first nine months of the 2018 financial year show a significant improvement in our results compared to the same period of the prior year and confirm the success of the implementation of our DEMIRE 2.0 strategy thus far. The key operating and financial ratios developed as follows in the first nine months of the 2018 financial year:

  • Funds from operations (FFO I, after taxes, before minorities) reached EUR 18.3 million in the reporting period (9M 2017: EUR 9.2 million), due to the improved profit / loss from the rental of real estate, lower interest expenses and a lower tax burden compared to the prior-year period.
  • Rental income was also above plan at EUR 55.1 million, with annualised contractual rent up 2.5 % on a like-for-like basis.
  • The EPRA vacancy rate declined versus the end of 2017 by another 170 basis points to 7.7 % as of 30 September 2018, including real estate already sold, as a result of active real estate management.

Based on this solid business development, we were very pleased that we were able to meet the first important prerequisite at the end of October 2018 for the planned growth of our real estate portfolio over the medium-term to EUR 2 billion. With the successful realisation of the capital increase amounting to roughly EUR 150 million and the planned addition of debt, we are now in a position to acquire commercial real estate with a volume of up to EUR 350 million.

In early November, shortly after the announcement of our capital increase, we were able to report the successful conclusion of a purchase agreement for the acquisition of a portfolio of four office properties in attractive locations for an investment of around EUR 167 million. We expect the completion and transfer of these properties during the first quarter of 2019. These properties currently generate net rents, excluding service charges, of around EUR 8.6 million p. a. with a planned FFO contribution of around EUR 3.5 million p. a., which, based on our planned letting performance, is expected to rise to approximately EUR 6 million p. a. in 2023.

The positive business performance to date and the goals set have led us to adjust our forecast for the 2018 financial year. Based on the current real estate portfolio and better-than-planned operating performance, we expect rental income of around EUR 74 million (previously EUR 71 to 73 million) and FFO I (after taxes and before minority interests) of between EUR 23 to 24 million (previously EUR 16 to 18 million).

Frankfurt am Main, 15 November 2018

Dipl.-Betriebsw. (FH) Ralf Kind

Member of the Executive Board (CEO / CFO)

TOP 10 TENANTS (AS OF 30/09/2018)

NO. TENANT TYPE
OF USE
CONTRACTUAL
RENT P. A. 1
In EUR millions In % of total
1 GMG (Telekom) Office 22.3 30.5
2 BImA Bundesanstalt
für Immobilienaufgaben
Office 2.0 2.7
3 Sparkasse Südholstein Office 1.8 2.4
4 RIMC Hotel 1.5 2.0
5 HPI Germany Office 1.4 1.9
6 comdirect bank AG Office 1.2 1.7
7 Barmer BKK Office 1.2 1.7
8 AXA Konzern AG Office 1.2 1.7
9 Momox GmbH Logistics 1.2 1.7
10 toom Baumarkt GmbH Retail 1.0 1.3
Sub-total 34.7 47.6
Other 38.2 52.4
Grand total 72.9 100.0

According to annualised contractual rent, excluding service charges.

KEY PORTFOLIO INDICATORS

OFFICE RETAIL LOGIS
TICS
OTHER TOTAL
30/09/
2018
TOTAL
31/12/
2017
CHANGE
Properties
(number)
62 16 1 6 85 86 –1
Gross asset value
(in EUR millions)
747.9 257.0 64.5 35.8 1,105.2 1,034.1 71.1
Contractual
rent p.a.
(in EUR millions)
49.2 17.3 4.5 1.9 72.9 72.1 0.8
Rent per m² 8.1 10.4 2.3 4.0 7.2 7.2 – /+0
Rental yield (in %) 6.6 6.7 6.9 5.4 6.6 7.0 –40 bp
EPRA vacancy rate
(in %)¹
7.2 6.8 17.0 0.2 7.7 9.4 –170 bp
WALT (in years) 4.2 6.1 1.7 6.1 4.6 4.9 –0.3
  • As of the reporting date of 30 September 2018, the real estate portfolio of the DEMIRE Group comprised 85 commercial properties with a total lettable floor space of around 956,700 m² and a total market value of EUR 1,105.2 million (31 December 2017: EUR 1,034.1 million). As of the reporting date, four properties or partial properties valued at around EUR 12.9 million were held for sale.
  • The letting performance in the first nine months of the 2018 financial year reached around 49,200 m², of which roughly 24,400 m² were new lettings.
  • The annualised contractual rent increased from EUR 72.1 million as of 31 December 2017 to EUR 72.9 million as of 30 September 2018 due to successful letting performance and the related reduction in vacancies. On a like-for-like basis, annualised contractual rent rose by 2.5% since the balance sheet date of 31 December 2017.
  • Taking into account real estate already sold, the vacancy rate improved again by 170 basis points from 9.4 % as of 31 December 2017 to 7.7 % as of 30 September 2018.

Value-Added 41.9 Redevelopment 6.1 52.0 Core Plus

(As of: 30/09/2018)

FOCUS ON THREE ASSET CLASSES in % of portfolio market value

Excluding properties held for sale.

Net assets, financial position and results of operations

RESULTS OF OPERATIONS

In the first nine months of the 2018 financial year, the DEMIRE Group generated rental income of EUR 55.1 million (9M 2017: EUR 55.9 million), which declined slightly by 1.3% year-on-year following the sale of non-strategic real estate in the preceding 12 months. A majority of the decline from these sales was offset by the successful reduction of vacant space in the real estate portfolio.

Profit/loss from the rental of real estate in the first nine months of 2018 was EUR 42.6 million (9M 2017: EUR 42.0 million), up 1.5 % year-on-year. The increase resulted from lower capital expenditures compared to the prior-year period and lower non-allocable operating costs in the first nine months of the 2018 financial year.

Other operating income and other effects amounted to EUR 70.7 million (9M 2017: EUR 28.7 million). The increase in other operating income and other effects was mainly attributable to a higher result from fair value adjustments in investment properties of EUR 70.1 million (9M 2017: EUR 26.3 million).

General and administrative expenses increased 12.2% to EUR 12.3 million (9M 2017: EUR 11.0 million) due to higher legal and consulting fees in the first nine months of the 2018 financial year in connection with the takeover offer in April 2018 and the change in shareholder structure. Earnings before interest and taxes (EBIT) therefore came to EUR 95.6 million (9M 2017: EUR 53.7 million), mainly as a result of significantly higher fair value adjustments.

The financial result amounted to EUR –29.3 million in the first nine months of 2018 (9M 2017: EUR –42.1 million). In the first nine months of 2018, there was a significant year-on-year decline in financial expenses, which resulted from the successful refinancing of existing high-interest financial liabilities in the 2017 financial year. The year-on-year decline in financial income, on the other hand, was mainly attributable to the exercise of the redemption option of the 2014/2019 corporate bond repaid in November 2017. The year-on-year increase in minority interests to around EUR 9.6 million (9M 2017: EUR 5.5 million) was primarily the result of the proportionate increase in valuation gains from the Fair Value REIT sub-group. As of 30 September 2018, the average nominal interest on financial debt was unchanged versus the end of 2017 at 3.0% p.a.

Profit/loss before taxes (EBT) experienced an almost six-fold increase to EUR 66.3 million (9M 2017: EUR 11.6 million) due to significantly higher fair value adjustments. Taking into account a higher tax expense compared to the same period of the previous year, which was mainly due to higher deferred taxes from positive real estate valuation effects, the net profit/ loss for the period in the first nine months of the 2018 financial year was EUR 48.1 million compared to EUR 8.6 million in the same period of the prior year.

CONSOLIDA
TED STATEMENT OF INCOME
(Selected information in EUR thousands)
01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
CHANGE IN %
Rental income 55,144 55,888 –744 –1.3
Income from utility and service charges 11,971 12,563 –592 –4.7
Operating expenses to generate rental income –24,499 –26,450 1,951 –7.4
Profit / loss from the rental of real estate 42,616 42,001 615 1.5
Profit/loss from the sale of real estate –27 –623 596 –95.7
Profit/loss from investments accounted for using the equity method 162 97 65 67.5
Profit/loss from fair value adjustments in investment properties 70,099 26,262 43,837 >100
Other operating income and other effects 626 2,424 –1,798 –74.2
General and administrative expenses –12,291 –10,950 –1,341 12.2
Other operating expenses –5,600 –5,476 –124 2.3
Earnings before interest and taxes 95,586 53,736 41,851 77.9
Financial result –29,334 –42,097 12,762 –30.3
Profit / loss before taxes 66,252 11,639 54,613 >100
Current income taxes –445 –1,032 587 –56.9
Deferred taxes –17,727 –2,048 –15,679 >100
Net profit / loss for the period 48,080 8,559 39,521 >100
thereof attributable to parent company shareholders 42,281 4,948 37,333 >100
Basic earnings per share (in EUR) 0.66 0.09 0.57 >100
Weighted average number of shares outstanding (in thousands) 64,185 54,258
Diluted earnings per share (in EUR) 0.65 0.08 0.57 >100
Weighted average number of shares outstanding, diluted (in thousands) 64,969 67,881

NET ASSETS

As of 30 September 2018, total assets increased by around EUR 84.9 million compared to the end of 2017 to a total of around EUR 1.23 billion. This rise resulted primarily from the fair value adjustments in investment properties and a higher level of cash and cash equivalents following the 10% capital increase completed in April 2018.

The value of investment properties was approximately EUR 1,092.4 million as of 30 September 2018, which is equivalent to an increase of EUR 70.5 million, or 6.9%, as compared to 31 December 2017, mainly due to portfolio revaluations conducted during the year. Non-current assets held for sale totalling EUR 12.9 million as of 30 September 2018 consisted of two smaller properties in addition to a property in Apolda and a partial property in Darmstadt.

Group equity amounted to approximately EUR 404.9 million as of 30 September 2018, and rose in total by around EUR 85.8 million compared to 31 December 2017 (EUR 319.1 million) as a result of the positive net profit for the period, a higher level of subscribed capital stemming from the 10% capital increase and the conversion of convertible bonds. The equity ratio equalled 32.9% (31 December 2017: 27.8%). It should be noted that under IFRS, non-controlling minority interests in the amount of approximately EUR 78.1 million are recorded under the Group's non-current liabilities and not in equity, primarily because of the legal form of Fair Value REIT's fund investments as partnerships. Adjusted Group equity totalled around EUR 483.0 million, or 39.2% of the Group's total assets (31 December 2017: EUR 391.0 million or 34.1%).

Total financial liabilities as of 30 September 2018 were EUR 670.4 million or EUR 24.5 million lower than as of 31 December 2017 (EUR 694.9 million). Next to repayments, the decline in financial liabilities was mainly attributable to the conversion of 2013 / 2018 convertible bonds in June 2018 by the two major shareholders and the first-time application of IFRS 9 in 2018.

BALA
NCE SHEET – ASSETS
(Selected information in EUR thousands)
30/09/2018 31/12/2017 CHANGE IN %
Assets
Total non-current assets 1,103,160 1,032,897 70,262 6.8
Total current assets 116,009 101,957 14,052 13.8
Assets held for sale 12,867 12,262 605 4.9
TOTAL ASSETS 1,232,035 1,147,116 84,919 7.4
BALA
NCE SHEET – EQUITY AND LIABILI
TIES
(Selected information in EUR thousands)
30/09/2018 31/12/2017 CHANGE IN %
Equity and liabilities
Equity
Equity attributable to parent company shareholders 368,300 285,417 82,883 29.0
Non-controlling interests 36,611 33,684 2,927 8.7
Total equity 404,911 319,101 85,810 26.9
Liabilities
Total non-current liabilities 746,962 780,630 –33,668 –4.3
Total current liabilities 80,162 47,385 32,776 69.2
Total liabilities 827,124 828,015 –891 –0.1
TOTAL EQUITY AND LIABILI
TIES
1,232,035 1,147,116 84,919 7.4

FINANCIAL POSITION

CONSOLIDA
TED STATEMENT OF CASH FLOWS
(Selected information in EUR thousands)
01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
CHANGE IN %
Cash flow from operating activities 22,620 20,146 2,474 12.3
Cash flow from investing activities –1,182 12,697 –13,879 >100
Cash flow from financing activities –6,775 66,070 –72,845 >100
Net change in cash and cash equivalents 14,663 98,912 –84,249 –85.2
Cash and cash equivalents at the end of the period 88,537 130,201 –41,664 –32.0

Cash flow from operating activities amounted to EUR 22.6 million in the first nine months 2018 (9M 2017: EUR 20.1 million) and was slightly higher than in the same period of the previous year. In the first nine months of the 2018 financial year, lower distributions were made to minority shareholders compared to the same period of the previous year.

Cash flow from investing activities amounted to EUR –1.2 million in the reporting period. Cash flow from investing activities in the comparable period was EUR 12.7 million, mainly as a result of proceeds from the sale of real estate.

Cash flow from financing activities has changed by approximately EUR –72.8 million to EUR –6.8 million, which was mainly due to the higher repayment of financial liabilities. Compared with the same period of the previous year, proceeds from the assumption of liabilities also declined, primarily from the assumption of financial liabilities.

Cash and cash equivalents amounted to EUR 88.5 million at the end of the first nine months of the 2018 financial year (30 September 2017: EUR 130.2 million).

FINANCIAL PERFORMANCE INDICATORS

FFO DEVELOPMENT

The DEMIRE Group's operating result is measured In terms of funds from operations (FFO), which represents earnings adjusted for measurement effects, other disposal and one-time effects and non-periodic income and expenses. Funds from operations (FFO I, after taxes, before minorities) almost doubled versus the prior-year period. FFO I reached EUR 18.3 million as of the reporting date (9M 2017: EUR 9.2 million) due to higher profit/loss from the rental of real estate, lower interest expenses and a reduced tax burden versus the same period in the prior year. FFO I after minorities and taxes amounted to EUR 15.4 million (9M 2017: EUR 4.6 million).

Taking into account the profit/loss from the sale of real estate, funds from operations (FFO II) after taxes and before minorities amounted to EUR 18.3 million (9M 2017: EUR 8.7 million) and EUR 15.4 million (9M 2017: EUR 4.1 million) after taxes and after minorities.

FFO CALCULATION
(Selected information in EUR thousands)
01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
CHANGE IN %
Profit/loss before taxes 66,252 11,639 54,613 >100
Minority interests 9,598 5,503 4,095 74.4
Earnings before taxes (EBT) 75,850 17,142 58,708 >100
+/– Profit/loss from the sale of real estate 27 623 –596 –95.7
+/– Profit/loss from investments accounted for using the equity method –162 –97 –65 67.1
+/ – Profit/loss from fair value adjustments in investment properties –70,099 –26,262 –43,837 >100
+/ – Profit/loss from the valuation of derivative financial instruments 0 2,117 –2,117 –100.0
+/ –Other adjustments* 13,158 16,689 –3,531 –21.2
FFO I before taxes 18,774 10,212 8,562 83.8
+/ – (Current) income taxes –440 –1,005 565 –56.2
FFO I after taxes 18,333 9,207 9,126 99.1
thereof attributable to parent company shareholders 15,376 4,568 10,808 >100
thereof attributable to non-controlling interests 2,957 4,638 –1,681 –36.2
+/ – Profit/loss from the sale of real estate (after taxes) –27 –542 515 –95.0
FFO II after taxes 18,306 8,665 9,641 >100
thereof attributable to parent company shareholders 15,345 4,078 11,267 >100
thereof attributable to non-controlling interests 2,961 4,587 –1,626 –35.4
FFO I after taxes per share
Basic FFO I per share (EUR) 0.29 0.17 0.12 68.3
Weighted average number of shares outstanding (in thousands) 64,185 54,258
Diluted FFO I per share (EUR) 0.28 0.14 0.14 >100
Weighted diluted average number of shares outstanding (in thousands) 64,969 67,881
FFO II after taxes per share
Basic FFO II per share (EUR) 0.29 0.16 0.13 78.6
Weighted average number of shares outstanding (in thousands) 64,185 54,258
Diluted FFO I) per share (EUR) 0.28 0.13 0.15 >100
Weighted diluted average number of shares outstanding (in thousands) 64,969 67,881

* Other adjustments contain the following:

– One-time refinancing costs (EUR 7.9 million; previous year: EUR 12.1 million, including one-off impairments of receivables in connection with sales and other effects from refinancing)

– One-time legal and consulting fees and effects from transactions (EUR 4.4 million; previous year: EUR 1.8 million)

– One-time administrative costs (EUR 0.9 million; previous year: EUR 1.5 million)

– Non-period expenses /income (EUR –0.02 million; previous year: EUR 1.3 million)

NET ASSET VALUE (NAV)

Basic EPRA net asset value (EPRA NAV) increased significantly from EUR 323.6 million as of 31 December 2017 to EUR 424.2 million as of 30 September 2018. Basic EPRA NAV based on higher number of shares as of the balance sheet date amounted to EUR 5.80 per share (31 December 2017: EUR 5.96 per share), diluted EPRA NAV amounted to EUR 5.75 per share (31 December 2017: EUR 4.94 per share).

EPRA
NET ASSET VALU
E (NAV)
in EUR thousands
30/09/2018 31/12/2017 CHANGE IN %
Equity 368,300 285,417 82,883 29.0
Deferred taxes 60,612 42,893 17,719 41.3
Goodwill resulting
from deferred taxes
–4,738 –4,738 0 0.0
EPRA
NAV (basic)
424,174 323,572 100,603 31.1
Number of shares outstanding
(in thousands) (basic)
73,086 54,271 18,815 34.7
EPRA NAV per share (EUR) (basic) 5.80 5.96 –0.16 –2.7
Effect of the exercise of convertible
bonds and other equity instruments
234 12,048 –11,814 –98.1
EPRA
NAV (diluted)
424,408 335,620 88,789 26.4
Number of shares outstanding
(in thousands) (diluted)
73,870 67,885 5,985 8.8
EPRA
NAV per share (EUR)
(diluted)
5.75 4.94 0.81 16.4

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 fell sharply by 750 basis points to 52.6% as of 30 September 2018 compared to the end of 2017 (60.1%). A positive impact as of the reporting date resulted above all from the conversion of convertible bonds in the amount of approximately EUR 10.4 million, EUR 10.3 million of which was converted by DEMIRE's major shareholders in June 2018, the positive result from the valuation of the real estate portfolio in the first nine months of 2018 and the high level of cash and cash equivalents, which included, among others, the proceeds from the 10% capital increase in April 2018.

NET LOAN-TO-VALU
E (NET LTV)
in EUR millions
30/09/2018 31/12/2017
Financial liabilities 670.4 694.9
Cash and cash equivalents 88.5 73.9
Net financial debt 581.9 621.0
Fair value of investment properties
and non-current assets held for sale
1,105.2 1,034.1
Net LTV in % 52.6% 60.1%

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 of 31 December 2017. There were no material changes in the Group's risk structure in the first nine months of the 2018 financial year.

OuTlOOK

Due to the positive business performance and the successful implementation of the DEMIRE 2.0 strategy in the first nine months of the 2018 financial year, the Executive Board decided on 7 November 2018 to increase the previously published outlook for the 2018 financial year.

Compared with the previous planning, a stronger increase in the profit / loss from the rental of real estate is expected. This will result from higher rental income, lower non-allocable operating expenses to generate rental income and lower capital expenditures in the 2018 financial year.

The previous forecast for rental income for full-year 2018 has been increased from EUR 71 to 73 million to around EUR 74 million. The previous forecast for funds from operations (FFO I, after taxes, before minority interests) in the 2018 financial year has now been raised from EUR 16 to 18 million to EUR 23 to 24 million.

Frankfurt am Main, 15 November 2018

Dipl.-Betriebsw. (FH) Ralf Kind Member of the Executive Board (CEO / CFO)

Interim consolidated financial statements as of 30 September 2018

016 C
onsolidated statement of income
------------------------------------------ --
  • 017 Consolidated statement of comprehensive income
  • 018 Consolidated balance sheet
  • 020 Consolidated statement of cash flows
  • 021 Consolidated statement of changes in equity
  • 022 Notes to the consolidated financial statements
  • 022 A. General information
  • 023 B. Scope and principles of consolidation
  • 023 C. Accounting policies
  • 024 D. Notes to the consolidated statement of income
  • 026 E. Notes to the consolidated balance sheet
  • 029 F. Condensed Group segment reporting
  • 030 G. Other disclosures
  • 032 Appendix: Valuation parameters according to IFRS 13 as of 30 September 2018
  • 033 Imprint, contact details and disclaimer

CONSOLIDATED STATEMENT OF INCOME

For the reporting period from 1 January to 30 September 2018

01/01/2018 01/01/2017 01/07/2018 01/07/2017
in EUR thousands –30/09/2018 –30/09/2017 –30/09/2018 –30/09/2017
Rental income 55,144 55,888 18,587 18,657
Income from utility and service charges 11,971 12,563 3,168 2,912
Operating expenses to generate rental income –24,499 –26,450 –7,210 –6,903
Profit / loss from the rental of real estate 42,616 42,001 14,545 14,666
Revenue from the sale of real estate 427 16,767 423 701
Expenses relating to real estate sales –453 –17,390 –439 –807
Profit / loss from the sale of real estate –27 –623 –16 –106
Profit/loss from investments accounted for using the equity method 162 97 65 32
Profit/loss from fair value adjustments in investment properties 70,099 26,262 0 19,427
Impairment of receivables –2,365 –849 –258 –358
Other operating income 2,991 3,273 892 496
Other operating income and other effects 70,725 28,686 634 19,564
General and administrative expenses –12,291 –10,950 –2,791 –3,912
Other operating expenses –5,600 –5,476 –1,238 –644
Earnings before interest and taxes 95,586 53,736 11,199 29,601
Financial income 327 730 173 –5,414
Financial expenses –20,063 –37,323 –6,670 –21,503
Interests of minority shareholders –9,598 –5,503 –810 –1,868
Financial result –29,334 –42,097 –7,306 –28,785
Profit / loss before taxes 66,252 11,639 3,893 815
Current income taxes –445 –1,032 –153 662
Deferred taxes –17,727 –2,048 –332 1,469
Net profit / loss for the period 48,080 8,559 3,407 2,945
thereof, attributable to:
Non-controlling interests 5,799 3,611 633 1,776
Parent company shareholders 42,281 4,948 2,774 1,169
Basic earnings per share 0.66 0.09 0.04 0.02
Diluted earnings per share 0.65 0.08 0.04 0.01

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the reporting period from 1 January to 30 September 2018

01/01/2018 01/01/2017 01/07/2018 01/07/2017
in EUR thousands –30/09/2018 –30/09/2017 –30/09/2018 –30/09/2017
Net profit / loss for the period 48,080 8,559 3,407 2,945
Items that will be reclassified to profit and loss:
Currency translation differences 0 –77 0 –76
Other comprehensive income 0 –77 0 –76
Total comprehensive income 48,080 8,482 3,407 2,869
thereof, attributable to:
Non-controlling interests 5,799 3,611 633 1,776
Parent company shareholders 42,281 4,871 2,775 1,093

CONSOLIDATED BALANCE SHEET

As of 30 September 2018

ASSETS
in EUR thousands
30/09/2018 31/12/2017
ASSETS
Non-current assets
Intangible assets 6,896 6,985
Property, plant and equipment 1,886 1,875
Investment properties 1,092,373 1,021,847
Investments accounted for using the equity method 204 200
Other financial assets 1,802 1,990
Total non-current assets 1,103,160 1,032,897
Current assets
Real estate inventory 0 1,734
Trade accounts receivable and other receivables 18,305 18,577
Financial receivables and other financial assets 5,718 5,184
Tax refund claims 3,448 2,588
Cash and cash equivalents 88,537 73,874
Total current assets 116,009 101,957
Non-current assets held for sale 12,867 12,262
TOTAL
ASSETS
1,232,035 1,147,116
EQU
ITY AND
LIABILITIES
in EUR thousands
30/09/2018 31/12/2017
EQU
ITY AND
LIABILITIES
EQU
ITY
Subscribed capital 73,086 54,271
Reserves 295,214 231,146
Equity attributable to parent company shareholders 368,300 285,417
Non-controlling interests 36,611 33,684
TOTAL
EQU
ITY
404,911 319,101
LIABILITIES
Non-current liabilities
Deferred tax liabilities 60,612 42,893
Minority interests 78,134 71,931
Financial liabilities 608,216 665,767
Other liabilities 0 39
Total non-current liabilities 746,962 780,630
Current liabilities
Provisions 2,400 1,016
Trade payables and other liabilities 13,060 14,663
Tax liabilities 2,563 2,559
Financial liabilities 62,139 29,147
Total current liabilities 80,162 47,385
TOTAL
LIABILITIES
827,124 828,015
TOTAL
EQU
ITY AND
LIABILITIES
1,232,035 1,147,116

CONSOLIDATED STATEMENT OF CASH FLOWS

For the reporting period from 1 January to 30 September 2018

in EUR thousands 01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
Group profit / loss before taxes 66,252 11,639
Financial expenses* 20,063 37,323
Interests of minority shareholders* 9,598 5,503
Financial income –327 –730
Change in real estate inventory 1,734 0
Change in trade accounts receivable and other receivables 272 –1,164
Change in financial receivables and other financial assets –346 –239
Change in provisions 1,384 –981
Change in trade payables and other liabilities –4,587 –2,041
Profit/loss from fair value adjustments in investment properties –70,099 –26,262
Gains from the sale of real estate and real estate companies 27 623
Interest proceeds 129 301
Income taxes paid –92 –263
Change in reserves –174 446
Depreciation and amortisation and impairment 2,504 849
Distributions to minority shareholders /dividends –2,961 –4,569
Other non-cash items* –757 –289
Cash flow from operating activities 22,620 20,146
Payments for investments –1,605 –3,632
Proceeds from the sale of real estate 423 16,328
Cash flow from investing activities –1,182 12,697
Proceeds from capital increases 23,600 0
Payments for expenses associated with raising equity –628 0
Acquisition of further shares in a subsidiary –3,115 0
Proceeds from the issuance of financial liabilities 34,117 273,353
Interest paid on financial liabilities –18,908 –29,519
Payments for the redemption of financial liabilities –41,841 –177,765
Cash flow from financing activities –6,775 66,070
Net change in cash and cash equivalents 14,663 98,912
Cash and cash equivalents at the start of the period 73,874 31,289
Cash and cash equivalents at the end of the period
(thereof restricted cash: EUR 731 thousand; 30 September 2017: EUR 634 thousand)
88,537 130,201

*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 2018

in EUR thousands SHARE
CAP
ITAL
RESERVES
SUBSCR
IBED
CAP
ITAL
CAP
ITAL
RESERVES
RETA
INED
EARN
INGS
INCL.
GROUP
PROF
IT / LOSS
RESERVES
FOR
TREASURY
SHARES
CURRENCY
TRANSLAT
ION
EQU
ITY
­ATTR
IBUTABLE
TO PARENT
COMPANY
SHARE
HOLDERS
NON

CONTROLL
ING
INTERESTS
TOTAL
EQU
ITY
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 increase 5,426 17,546 0 0 0 22,972 0 22,972
Stock option programme 0 174 0 0 0 174 0 174
Convertible bonds 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
01/01/2017 54,247 132,618 85,242 –310 147 271,945 36,692 308,637
Net profit/loss for the period 0 0 4,948 0 0 4,948 3,611 8,559
Other comprehensive income 0 0 0 0 –77 –77 0 –77
Total comprehensive income 0 0 4,948 0 –77 4,871 3,611 8,482
Capital increase 15 0 0 0 0 15 0 15
Stock option programme 0 445 0 0 0 445 0 445
Dividend payments /distributions 0 0 0 0 0 0 –1,251 –1,251
Other changes 0 –1 –768 0 0 –769 1,056 287
30/09/2017 54,262 133,062 89,422 –310 70 276,505 40,108 316,614

Notes to the consolidated financial statements for the reporting period from 1 January to 30 September 2018

A. GENERAL INFORMATION

1. BASIS OF PREPARATION

DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE AG") is recorded in the commercial register in Frankfurt am Main, Germany, the location of the Company's headquarters, under the number HRB 89041. The Company's address is Robert-Bosch-Straße 11, Langen. The subject of these condensed interim consolidated financial statements as of 30 September 2018 is DEMIRE AG and its subsidiaries ("DEMIRE").

The DEMIRE AG shares are listed in the Prime Standard segment of the Frankfurt Stock Exchange.

DEMIRE itself has not carried out any investments in real estate or real estate projects to date. Investments 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 2018 were prepared in accordance with the requirements of IAS 34 "Interim Financial Reporting" ("IAS 34").

DEMIRE AG's condensed interim consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) and adopted by 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 2018 financial year have been taken into consideration. Furthermore, all of the German statutory disclosure and explanation requirements 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 last year's 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 of 30 September 2018 should therefore be viewed in conjunction with the consolidated financial statements prepared as of 31 December 2017.

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. 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 15 November 2018.

B. SCOPE AND PRINCIPLES OF CONSOLIDATION

In the interim reporting period, IC Fonds&Co. Gewerbeportfolio Deutschland 13. KG, Munich, was deconsolidated. The deconsolidation did not have any significant effects on the net assets, financial position or results of operations.

C. ACCOUNTING POLICIES

Compared to the consolidated financial statements as of 31 December 2017, there were changes to the accounting policies as a result of the (early) first-time application of IFRS 9, 15 and 16. Apart from these changes, the accounting policies remained the same. The effects resulting from the first-time application are discussed below.

Important to note is that the modified retrospective approach was chosen for the transition to IFRS 15 and 16. The first-time application of IFRS 15 and IFRS 16 did not have any material effect on the consolidated financial statements.

In the reporting period, a total of EUR 99,625 thousand was reclassified from the "loans and receivables" classification and measurement category under IAS 39 to the category of "amortised cost" as a result of the first-time application of IFRS 9. There was also a one-time adjustment in non-current financial liabilities in the amount of EUR –7,018 thousand and in Group equity in the amount of EUR 7,018 thousand. The first-time application of the "expected credit loss" model under IFRS 9 did not have any material effect.

D. NOTES TO THE CONSOLIDATED STATEMENT OF INCOME

1. EARNINGS BEFORE INTEREST AND TAXES

in EUR thousands 01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
Rental income 55,144 55,888
Income from utility and service charges 11,971 12,563
Rental revenue 67,115 68,451
Allocable operating expenses to generate rental income –15,980 –15,286
Non-allocable operating expenses to generate rental in –8,519 –11,163
Operating expenses to generate rental income –24,499 –26,450
Profit / loss from the rental of real estate 42,616 42,001

Rental revenue in the interim reporting period resulted exclusively from the rental of commercial real estate and is free from seasonal effects. Operating expenses to generate rental income consisted primarily of maintenance work that was carried out and expected to lead to an improvement in vacancy rates and rental income in the future. The decline resulted largely from the sale of real estate over the last 12 months.

Earnings before interest and taxes of EUR 95,586 thousand (9M 2017: EUR 53,736 thousand) was not only affected by the profit/loss from the rental of real estate but also positively influenced by the profit/loss from the fair value adjustment in investment properties amounting to EUR 70,099 thousand (9M 2017: EUR 26,262 thousand). Other operating income amounted to EUR 2,991 thousand (9M 2017: EUR 3,273 thousand).

Earnings were reduced by both the financial result of EUR –29,334 thousand (9M 2017: EUR –42,096 thousand) and general and administrative expenses of EUR 12,291 thousand (9M 2017: EUR 10,950 thousand). These consisted mainly of legal and consulting fees of EUR 5,147 thousand (9M 2017: EUR 2,759 thousand), primarily related to the takeover offer from the new major shareholder Apollo in April 2018, staff costs of EUR 2,968 thousand (9M 2017: EUR 3,767 thousand) and accounting and auditing costs of EUR 1,259 thousand (9M 2017: EUR 908 thousand).

Earnings before interest and taxes also included other operating expenses of EUR 5,600 thousand (9M 2017: EUR 5,476 thousand) mainly consisting of depreciation/amortisation of real estate inventory and other assets contained in the Eastern European portfolio (CEE/CIS) in the amount of EUR 2,391 thousand (9M 2017: EUR 0 thousand) and non-deductible input taxes of EUR 1,232 thousand (9M 2017: EUR 930 thousand). The increase in expense of deferred tax liabilities to EUR 17,727 thousand (9M 2017: EUR 2,048 thousand) mainly resulted from valuation gains in investment properties and the expiration of tax loss carryforwards following the further increase in the shareholdings of existing shareholders.

2. FINANCIAL RESULT

in EUR thousands 01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
Financial income 327 730
Financial expenses –20,063 –37,323
Interests of minority shareholders –9,598 –5,503
Financial result –29,334 –42,096

The decrease in financial expenses mainly resulted from the refinancing operations carried out in the 2017 financial year and the related reduction in the average interest rate on debt.

Interests of minority shareholders of EUR 9,598 thousand (9M 2017: EUR 5,503 thousand) pertain to profits attributable to minority shareholders of Fair Value REIT-AG subsidiaries recognised as liabilities under IFRS. The increase in this item largely resulted from valuation gains in real estate held by these subsidiaries.

3. EARNINGS PER SHARE

01/01/2018
–30/09/2018
01/01/2017
–30/09/2017
Net profit / loss for the period (in EUR thousands) 48,080 8,559
Net profit/loss for the period less non-controlling interests 42,281 4,948
Interest expenses from convertible bonds 10 959
Net profit/loss attributable to parent company shareholders (diluted) 42,291 5,907
Number of shares in units (in thousands)
Number of shares outstanding as of the reporting date 73,086 54,262
Weighted average number of shares outstanding 64,185 54,258
Impact of conversion of convertible bonds and subscription of 2015
Stock Option Programme
784 13,629
Weighted average number of shares (diluted) 64,969 67,882
Earnings per share (in EUR)
Basic earnings per share 0.66 0.09
Diluted earnings per share 0.65 0.08

As of 30 September 2018, the Company had potential ordinary shares outstanding from convertible bonds, which entitle the holders of the 2013/2018 convertible bonds to make an exchange for 224,181 shares (31 December 2017: 10,613,963 shares). Furthermore, the beneficiaries of the 2015 stock option programme are entitled to subscribe to a total of 560,000 shares.

The increase in the number of shares issued as of 30 September 2018 resulted primarily from conversions of the 2013/2018 convertible bond (10,389,210 shares), conversions of the 2015/2018 mandatory convertible bond (3,000,000 shares) and the cash capital increase (5,425,774 shares) during the reporting period.

E. NOTES TO THE CONSOLIDATED BALANCE SHEET

1. INVESTMENT PROPERTIES

Investment properties are measured at fair value and developed during the reporting period as follows:

in EUR thousands 01/01/2018
– 30/09/2018
01/01/2017
– 31/12/2017
Fair value as of the beginning of the reporting period 1,021,847 981,274
Additions 1,470 6,247
Reclassifications to non-current assets, held for sale –1,043 –10,440
Unrealised gains from fair value measurement 73,448 49,005
Unrealised losses from fair value measurement –3,349 –4,240
Fair value as of the end of the reporting period 1,092,373 1,021,847

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), which is shown in the Appendix on page 032. DEMIRE determines the fair values in the context of the IAS 40 valuation. DEMIRE changed its appraiser from CBRE GmbH to Savills Immobilien Beratungs-GmbH in the second quarter, whereby the determination of fair values continued to be based on a DCF model.

A sensitivity analysis of the key input parameters revealed the following effect on the fair value of the investment properties:

CHANGE
IN VALUE
DISCOUNT RATE CAP ITALISATION RATE MAR KET RENT
–0.5% 0.5% –0.5% 0.5% –10.0% 10.0%
in EUR
thousands
42,100 –39,850 60,350 –51,140 –92,470 92,330
in % 3.93 –3.72 5.64 –4.78 –8.64 8.63

A substantial increase in maintenance costs, vacancy rates or property yields would lead to a lower fair value of the properties if the assumptions for the remaining input parameters remained unchanged. The sensitivity analysis is based on the parameters of the value appraisal as of 30 June 2018 since no updated valuation was made as of 30 September 2018.

2. FINANCIAL LIABILITIES

Financial liabilities as of the 30 September 2018 consisted of the following:

FINANC
IAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 360,840 0 360,840
2013/2018 convertible bond 223 0 223
Other financial liabilities 269,430 39,862 309,292
Total 630,493 39,862 670,355

Financial liabilities as of 31 December 2017 consisted of the following:

FINANC
IAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 392,532 0 392,532
2013/2018 convertible bond 10,493 0 10,493
2015/2018 mandatory convertible bond
(debt component)
167 0 167
Other financial liabilities 249,627 42,095 291,722
Total 652,819 42,095 694,914

The following table shows the nominal value of financial liabilities as of 30 September 2018:

FINANC
IAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 366,625 0 366,625
2013/2018 convertible bond 224 0 224
Other financial liabilities 279,451 39,862 319,313
Total 646,300 39,862 686,162

The following table shows the nominal value of financial liabilities as of 31 December 2017:

FINANC
IAL LIABILITIES
in EUR thousands
FIXED
INTEREST
VARIABLE
INTEREST
TOTAL
2017/2022 corporate bond 400,000 0 400,000
2013/2018 convertible bond 10,613 0 10,613
2015/2018 mandatory convertible bond
(debt component)
15,000 0 15,000
Other financial liabilities 247,499 42,101 289,600
Total 673,112 42,101 715,213

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

The nominal interest rate of the 2017/2022 corporate bond was 2.875% p.a. and 6% p.a. for the 2013/2018 convertible bond. Other financial liabilities consisted mainly of bank liabilities and a promissory note loan. The average nominal interest rate on other financial liabilities was 3.15% p.a. as of 30 September 2018 (31 December 2017: 3.19% p.a.). The average nominal interest rate on all financial liabilities amounted to 3.00 % p. a. as of 30 September 2018 (31 December 2017: 3.04 % p. a.).

The decline in non-current financial liabilities was related to the redemption offer made to the holders of the 2017/2022 corporate bond due to the change of control, which was accepted in the amount of EUR 33,375 thousand. This amount was refinanced with a current loan as part of a bridge financing, which resulted in a decline in non-current and increase in current financial liabilities. This also led to adjustments as defined by IFRS 9 and resulted in one-time financial expenses of EUR 578 thousand as well as a one-time adjustment to non-current financial liabilities of EUR –7,018 thousand and to Group equity of EUR 7,018 thousand. In addition, bonds amounting to EUR 10,389 thousand from the 2013/2018 convertible bond were converted in the reporting period, resulting in an increase in subscribed capital.

F. CONDENSED GROUP SEGMENT REPORTING

01/01/2018–
30/09/2018
in EUR thousands
CORE
­PORTFOL
IO
FAIR VALUE
REIT
CORPORATE
FUNCT
IONS
/
OTHERS
GROUP
Total revenues 47,015 20,527 0 67,541
Segment revenues 100,027 40,250 517 140,794
Segment expenses –20,868 –10,384 –13,957 –45,208
Net profit / loss for the period 54,175 14,285 –20,381 48,080
30/09/2018
Segment assets 824,558 336,730 70,746 1,232,035
thereof investments accounted
for using the equity method
204 0 0 204
thereof 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
01/01/2017–
30/09/2017
in EUR thousands
CORE
­PORTFOL
IO
FAIR VALUE
REIT
CORPORATE
FUNCT
IONS
/
OTHERS
GROUP
Total revenues 60,052 24,766 400 85,217
Segment revenues 81,145 32,463 1,241 114,849
Segment expenses –37,275 –14,482 –9,357 –61,114
Net profit / loss for the period 29,632 9,187 –30,260 8,559
30 / 09 / 2017
Segment assets 750,435 331,562 123,112 1,205,109
thereof investments accounted
for using the equity method
107 0 116 224
thereof financial receivables and
other financial assets
1,021 0 6,374 7,395
thereof tax refund claims 246 3 1,880 2,129
thereof non-current assets,
held for sale
9,275 9,240 0 18,515
Segment liabilities* 672,668 208,113 7.715 888,496
thereof non-current financial liabilities* 435,097 120,562 0 555,659
thereof current financial liabilities* 196,432 9,491 0 205,890
thereof tax liabilities 4,192 0 182 4,374

*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 under IFRS 8. The segment information provided represents the information to be reported to the Executive Board.

DEMIRE consists of two reportable business segments: "Core Portfolio" and "Fair Value REIT".

More than 10 % of total revenue was generated with one tenant in the "Core Portfolio" segment in the interim reporting period amounting to EUR 16,698 thousand (9M 2017: EUR 22,320 thousand).

G. OTHER DISCLOSURES

1. RELATED PARTY DISCLOSURES

There have been no material changes to the related party disclosures as compared to the 2017 consolidated financial statements. There have been 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 did not approximate their fair values:

30/09/2018 31/12/2017
in EUR thousands FAIR VALUE CARRY
ING
AMOUNT
FAIR VALUE CARRY
ING
AMOUNT
2017/2022 corporate bond 375,526 360,840 409,374 392,532
2013/2018 convertible bond 943 223 60,148 10,660

3. RISK REPORT

Concerning the risks to future business development, please refer to the disclosures made in the risk report contained in the consolidated financial statements as of 31 December 2017. No material changes to the Group's risk structure had occurred up until the third quarter of 2018. The redemption offer to the holders of the 2017/2022 corporate bond due to the change of control expired on 14 June 2018. It was accepted in an amount of EUR 33,375 thousand.

4. OTHER DISCLOSURES

Real estate purchase agreements concluded in previous years that were still not in effect as of the 30 September 2018 reporting date did not result in any financial obligations.

Contractual obligations primarily existed for the modification and expansion of the properties in Eschborn and Wismar. The scope of these obligations has been defined. The resulting costs amounted to EUR 1,297 thousand as of 30 September 2018. No other contractual obligations existed to acquire, build or develop any investment properties or to carry out any repairs, maintenance or improvements.

As of the 30 September 2018 interim reporting date, there were no obligations for future lease payments under long-term leasehold agreements.

5. GOVERNING BODIES

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

The sole Executive Board member as of 30 September 2018 is Mr Ralf Kind, CEO /CFO.

For the interim reporting period, performance-based remuneration of EUR 135 thousand (9M 2017: EUR 667 thousand), fixed remuneration of EUR 297 thousand (9M 2017: EUR 1,042 thousand) and share-based payments of EUR 175 thousand (9M 2017: EUR 357 thousand) were recognised for the DEMIRE AG Executive Board. The expenses in the first nine months of 2017 included pro-rata remuneration for up to three members of the Executive Board.

There were no loans or advances granted to the Executive Board member, and no contingencies were assumed for his benefit.

On 27 June 2018, Prof. Dr Alexander Goepfert was newly elected to the Supervisory Board by the Annual General Meeting of DEMIRE AG. At the Board's constituent meeting, Prof. Dr Goepfert also assumed the position of chairman of the Supervisory Board from Prof. Dr Hermann Wagner, who left DEMIRE AG's Supervisory Board at the end of the Annual General Meeting.

6. events occurrIng after the 30 september 2018 InterIm reportIng date

On 25 October 2018, with the consent of the Supervisory Board, the Executive Board of DEMIRE AG resolved to increase the share capital of the Company by EUR 34,512,703.00 from EUR 73,085,728.00 to EUR 107,598,431.00 against cash contribution by issuing 34,512,703 new ordinary no-par value bearer shares, each with a notional nominal amount of EUR 1.00 and dividend entitlement as of 1 January 2018, from authorised capital with subscription rights for existing shareholders of the Company.

The new shares have been offered to the Company's existing shareholders at a price of EUR 4.35 per new share and a subscription ratio of 36:17, giving existing shareholders the right to acquire 17 new shares for 36 existing shares in the Company. AEPF III 15 S.à r.l. ("AEPF"), the Company's largest single shareholder, has undertaken to exercise its subscription rights and subscribe directly to the number of new shares attributable to its interest according to the subscription ratio. AEPF has also undertaken to acquire any new shares for which subscription rights of the Company's existing shareholders are not exercised.

On 13 November 2018, the Company announced the completion of its capital increase from authorized capital against cash contributions announced on October 25, 2018. The gross proceeds amount to approximately EUR 150.1 million. 54.83 % of the subscription rights were exercised. The remaining new shares that were not subscribed by existing shareholders have been sold to AEPF III 15 S.à r.l., taking its holding of the company's share capital to approximately 64.07 %.

The consummation of the capital increase was entered into the commercial register of the local court of Frankfurt am Main on November 12, 2018. The inclusion of the new shares in the existing quotation of the company's shares on the Frankfurt Stock Exchange and the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard) begun on 13 November 2018

On 2 November 2018, DEMIRE AG concluded a purchase agreement for the acquisition of a porfolio of four office properties in Essen, Cologne, Aschheim (catchment area Munich) and Bad Vilbel (catchment area Frankfurt) for an investment volume of approximately EUR 167 million (including ancillary purchase costs). We expect the completion and transfer of these properties during the first quarter of 2019.

Prior to the publication of the interim statement, a total of 710 conversion rights from the 2013 / 2018 convertible bond were exercised creating 710 new no-par value bearer shares.

Frankfurt am Main, 15 November 2018

DEMIRE Deutsche Mittelstand Real Estate AG

Dipl.-Betriebsw. (FH) Ralf Kind Executive Board Member (CEO / CFO)

APPENDIX: VALUATION PARAMETERS ACCORDING TO IFRS 13

30/06/2018 31/12/2017
Average market rent (in EUR per m², per year) 1 85.34 85.21
Range of market rent (in EUR per m²) 31.48–218.84 33.55–204.02
Lettable space as at balance sheet date (in m²) 944,481 913,802
Vacant space as at balance sheet date (in m²) 109,059 125,285
Value-based vacancy rate according to EPRA (in %) 7.77 9.40
Average vacancy rate based on the rentable space (in %) 11.50 14.30
Range of vacancy rate based on the rentable space (in %) 0.00–100 0.00–100
Weighted Average Lease Term – WALT (in years) 4.70 4.73

1 Average market rent was calculated based on lettable space as of 30 June 2018 and 31 December 2017.

The valuation parameter according to IFRS 13 are based on the parameters as of 30 June 2018 as no updated valuation was conducted as of 30 September 2018.

The basis for rental income planning is the rental payments contractually agreed with the tenants as well as the prevailing customary local market rents for unleased space on the valuation date. The contractually agreed monthly rents per m² on the valuation date for the various types of use are shown in the table below:

CONTRACTUAL
RENTS
in EUR
30/06/2018 31/12/2017
Office Min. 3.32 3.32
Max. 13.03 13.08
Avg. 8.10 7.95
Retail Min. 3.20 3.20
Max. 19.17 19.26
Avg. 10.39 10.32
Others Min. 2.16 2.89
Max. 10.97 5.91
Avg. 2.64 3.08
Total Min. 2.16 2.82
Max. 19.17 19.26
Avg. 7.21 7.56

Disclaimer

This interim statement contains 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 forward-looking 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.

Imprint

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 FIRST RABBIT GmbH

STATUS

November 2018

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