Quarterly Report • Nov 30, 2016
Quarterly Report
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DEMIRE Deutsche Mittelstand Real Estate AG
interim statement as of september 30, 2016
Group in EURK
| Consolidated income statement | 01/01/2016– 30/09/2016– |
01/01/2015– 30/09/2015– |
|---|---|---|
| Rental income | 56,671 | 21,908 |
| Net rental income | 43,291 | 17,032 |
| EBIT | 41,259 | 26,451 |
| Financial result | -35,431 | -20,639 |
| EBT | 5,828 | 5,812 |
| Net profit/loss for the period | 6,527 | 2,617 |
| Net profit/loss for the period attributable to parent company shareholders | 4,069 | 1,639 |
| Net profit/loss for the period per share (basic / diluted, in EUR ) |
0.08 / 0.08 | 0.07 / 0.06 |
| FFO after minority interests | 6,016 | n.a. |
| Consolidated balance sheet | 30/09/2016 | 31/12/2015 |
| Total assets | 1,059,086 | 1,032,945 |
| Investment properties | 960,624 | 915,089 |
| Non-current assets held for sale | 20,590 | 13,005 |
| Total portfolio | 981,214 | 928,094 |
| Financial liabilities | 663,648 | 655,239 |
| Cash and cash equivalents | 28,145 | 28,467 |
| Net financial debt | 635,503 | 626,772 |
| in % of total portfolio (LTV) | 64.8 | 67.5 |
| Equity according to the consolidated balance sheet | 288,008 | 264,902 |
| Equity ratio in % | 27.2 | 25.6 |
| cash flow | 01/01/2016– 30/09/2016– |
01/01/2015– 30/09/2015– |
| Cash flow from operating activities | 24,941 | 3,479 |
| Cash flow from investing activities | 3,485 | -5,123 |
| Cash flow from financing activities | -28,748 | 7,405 |
| Cash and cash equivalents at the end of the period | 28,145 | 10,158 |
| EPRA NAV (Net Asset Value) |
30/09/2016 | 31/12/2015 |
| Net asset value (NAV) for the period | 250,566 | 230,697 |
| Fair value of finacial instruments | 1,140 | 0 |
| Deferred taxes | 22,186 | 25,570 |
| Goodwill as result of deferred taxes | -4,739 | 0 |
| Basic / diluted EPRA NAV |
269,153 / 282,791 | 256,267 / 271,586 |
| Shares in millions (basic / diluted) | 54.25 / 64.04 | 49.29 / 63.94 |
| Basic / diluted EPRA NAV per share in EUR |
4.96 / 4.42 | 5.20 / 4.25 |
Shareholder structure as AT September 30, 2016
DEMIRE Deutsche Mittelstand Real Estate AG has commercial real estate holdings in mid-sized cities and up and coming areas bordering metropolitan areas all over Germany (secondary locations). The core business activities of the Frankfurt/Main headquartered real estate group consist of the acquisition, the management and the rental of commercial real estate and their further development, for example, through modification, modernisation or expansion, and increasing their value through active portfolio management.
As at September 30, 2016, DEMIRE held real estate consisting of 178 properties with a market value of EUR 981.2 million. As at the reporting date, contractual rents had been firmly agreed upon in the amount of EUR 74.4 million (at an occupancy rate of 87.3 % of the potential rents of EUR 85.2 million) for a term of 5.2 years.
DEMIRE aims to maintain its corporate organisation as lean as possible, although it still believes that economies of scale and portfolio optimisation are best achieved by having its own in-house asset, property and facility management. This safeguards the Company's business expertise and, equally important, allows the Company to maintain direct contact with the customer.
Since July 2016, DEMIRE Deutsche Mittelstand Real Estate AG shares (ISIN: DE000A0XFSF0) are listed in the Prime Standard segment of the German Stock Exchange, Frankfurt.
www.demire.ag
The report is published in German and as an English translation. In the event of any conflict or inconsistency between the English and the German versions, the German original shall prevail.
After growing successfully in the prior year, the focus in the first nine months of the current fiscal year was the integration of the real estate holdings acquired in 2015 and early 2016 and the improvement in the future financial result by means of refinancing and repaying debt. We repaid our high-interest HFS bond during the fiscal year and thereby reduced our loan-to-value ratio (LTV) since mid-year 2016 from 66.1 % to 64.8 % of our real estate assets. Our year-end target rate continues to be 60 %, and we expect to achieve this.
The repayment was financed both from current cash flow and an amount of EUR 10 million from the proceeds of our 10 % cash capital increase carried out in August. We intend to use the remaining net proceeds from the capital increase to finance property purchases and strengthen our own finances. With the complete repayment of the HFS bond, we have further lowered the average cost of debt on the DEMIRE Group's financial debt to a current level of 4.4 % p.a., which already places us within our target corridor of 4.0 % to 4.5 % p.a. projected for the end of 2016. DEMIRE works intensively on undertaking additional refinancing on favourable terms with the objective to further lower the average annual cost of debt, which will have a positive impact on our important key performance indicator funds from operations (FFO).
In the first nine months of the current fiscal year, rental income increased from EUR 21.9 million to EUR 56.7 million as a result of the real estate acquired in 2015 and early 2016 and the net profit for the period increased from EUR 2.6 million to EUR 6.5 million compared to the same period of the prior year. The net profit attributable to parent company shareholders grew from EUR 1.6 million to EUR 4.1 million. In the first nine months of the fiscal year, the adjusted profit (FFO) before minority interests amounted to EUR 11.0 million. Basic net asset value according to EPRA (EPRA NAV) increased from EUR 264.3 million as at June 30, 2016, to EUR 269.2 million as at September 30, 2016. Due to the higher number of shares following the cash capital increase in August 2016, the EPRA NAV amounted to EUR 4.96 per share.
DEMIRE is on a good way to achieve both its medium and long term strategic and economic goals as planned. DEMIRE's in-house asset, property and facility management, which steadily expanded in 2016, pave the way for further economies of scale and portfolio optimisation in the years ahead. This will allow us to realise further profitable growth of our business through strategic investments in real estate in secondary locations in Germany.
Hon.-Prof. Andreas Steyer MRICS, Speaker of the Eecutive Board (CEO), Dipl.-Kfm. (FH) Markus Drews, Executive Board Member (COO)
Based on the above, DEMIRE confirms its 2016 forecast for FFO before minority interests of EUR 19.1 million and EUR 13.9 million after minority interests. For 2017, DEMIRE strives in an unchanged way for FFO of EUR 25 million before minority interests and EUR 18 million after minority interests .
Frankfurt/Main, November 30, 2016
Speaker of the Executive Board (CEO)
Hon.-Prof. Andreas Steyer Dipl.-Kfm. (FH) Markus Drews Member of the Executive Board (COO)
DEMIRE Deutsche Mittelstand Real Estate AG is a public stock corporation under German law headquartered in Frankfurt/Main with no other branch offices. In December 2016, the Company will relocate its offices from Frankfurt/Main to Langen in the greater Frankfurt area. The new rented offices are owned by a subsidiary of the Fair Value REIT subgroup. On the reporting date, the shares of DEMIRE Deutsche Mittelstand Real Estate AG (ISIN DE000A0XFSF0) were listed on the Prime Standard of the Frankfurt Stock Exchange and on the regulated unofficial market of the Stuttgart, Berlin and Dusseldorf stock exchanges.
Since its strategic realignment in 2013, DEMIRE concentrates exclusively on the German commercial real estate market and is active as an investor and property holder in the segment for secondary locations where its activities include the acquisition, management and the rental of commercial properties. Value appreciation should be achieved through active portfolio management and the Group's in-house asset, property and facility management; which in some cases includes the sale of individual properties when they no longer align with the investment strategy.
DEMIRE's business activities and, consequently, its segment reporting are divided into three segments: Core Portfolio, Fair Value REIT and Corporate Functions/Others. The strategically important segment "Core Portfolio" contains the assets and activities of DEMIRE's direct and indirect subsidiaries that were part of the Group prior to the takeover of Fair Value REIT-AG. The main assets are the commercial properties in Germany. This segment also includes the in-house asset, property and facility management activities established and expanded in 2015 that are intended to ensure that existing properties generate the best possible returns. As of the end of 2015, another strategically segment of the Group is the "Fair Value" segment which comprises the activities of the acquired company. The segment "Corporate Functions Others" contains the Group's administrative and general tasks such as risk management, finance, controlling, financing, legal, IT and compliance.
As of September 30, 2016, the core portfolio consisted of 178 commercial properties with lettable area of almost 1.1 million m² and a market value totalling EUR 981.2 million.
The yield-related occupancy rate of the portfolio as of the reporting date was 87.3 % of the potential rents at full occupancy of EUR 85.2 million compared to an occupancy rate of 87.2 % at the end of the prior year.
The yield-weighted occupancy rate of the core portfolio as of September 30, 2016, would have been 87.8 % of the potential rent under the pro forma inclusion of lease contracts concluded as of the reporting date for vacant space that is partly to be refurbished before it is handed over to tenants.
| DEMIRE GROU P'S REAL ON September 30, 2016 |
ESTATE HOLDINGS |
||||||
|---|---|---|---|---|---|---|---|
| Plot size | Total rent able area |
Annualised contractual rent |
Market value 30/09/2016 |
Occupancy rate |
Ø secured re maining term of rental agreements |
Contractual rental yield before costs |
|
| in m² | in m² | in EURk | in EURk | in % | in years | in % | |
| Portfolio | 983,681 | 791,764 | 52,081 | 689,904 | 86.7% | 5.4 | 7.5% |
| Fair Value REIT | 424,191 | 263,186 | 22,332 | 291,310 | 88.9% | 4.7 | 7.7% |
| Total | 1,407,872 | 1,054,950 | 74,413 | 981,214 | 87.3% | 5.2 | 7.6% |
| Consolidated income statement (selected information in EURk ) |
3rd Quarter of 2016 |
3rd Quarter of 2015 |
01/01/2016 – 30/09/2016 – |
01/01/2015 – 30/09/2015 – |
|---|---|---|---|---|
| Rental income | 20,017 | 7,998 | 56,671 | 21,908 |
| Income from utility and service charges | 3,257 | 2,000 | 11,961 | 6,153 |
| Operating expenses to generate rental income* | -8,909 | -3,775 | -25,341 | -11,029 |
| Profit/loss from the rental of real estate | 14,365 | 6,223 | 43,291 | 17,032 |
| Profit/loss from the sale of real estate companies | 127 | 0 | 130 | 520 |
| Profit/loss from the sale of real estate | -245 | 0 | -135 | 458 |
| Profit/loss from investments accounted for using the equity method |
0 | 0 | 0 | 3,230 |
| Other operating income and other effects* | 639 | 8,858 | 23,046 | 17,237 |
| General and administrative expenses | -3,114 | -2,424 | -10,598 | -7,569 |
| Other operating expenses | -3,363 | -2,273 | -14,475 | -4,457 |
| Earnings before interest and taxes | 8,409 | 10,384 | 41,259 | 26,451 |
| Financial result | -12,582 | -6,351 | -35,431 | -20,639 |
| Profit/loss before taxes | -4,173 | 4,033 | 5,828 | 5,812 |
| Income taxes | 3,514 | -1,714 | 699 | -3,195 |
| Net profit/loss for the period | -659 | 2,319 | 6,527 | 2,617 |
| of which attributable to parent company shareholders | -1,373 | 1,783 | 4,069 | 1,639 |
| Basic earnings per share (EUR) | -0.03 | 0.08 | 0.08 | 0.07 |
| Weighted average number of shares outstanding (thousand) | 52,599 | 27,364 | 50,403 | 23,239 |
| Diluted earnings per share (EUR) | -0.03 | 0.05 | 0.08 | 0.06 |
| Weighted average diluted number of shares outstanding (thousand) |
66,237 | 41,026 | 64,041 | 36,901 |
*Prior year's information was adjusted for changes in classification.
In the first nine months of 2016, the DEMIRE Group generated rental income totalling EUR 56.7 million, which is slightly above the pro rata level for the forecast of rental income of EUR 75 million for the full year of 2016. In the same period of the previous year, rental income had reached only 50 % of it (EUR 21.9 million).
The profit/loss from the rental of real estate increased more than 150 % year-on-year to EUR 43.3 million (EUR 17.0 million) mainly as a result of the prior year's acquisitions, particularly the takeover of Fair Value REIT. Due to higher expenses for maintenance and rental costs as well as lower income from utility and service charges, the non-allocable operating expenses to generate rental income actually declined to 21 % of rental income after a level of 24 % in the prior year period.
Other operating income and other effects amounted to EUR 23.0 million (9M 2015: EUR 17.2 million) and primarily include fair value adjustments (totalling EUR 14.4 million) for the Kurfürstengalerie in Kassel amounting to EUR 7.7 million and for Logistikpark Leipzig in the amount of EUR 4.2 million.
Other operating income and other effects also include mainly income related to prior periods of EUR 7.3 million for the settlement of operating costs of prior years. The corresponding expenses related to prior periods of EUR 7.8 million are reported under other operating expenses.
The rise in general and administrative expenses to EUR 10.6 million (9M 2015: EUR 7.6 million) was mainly due to legal and consulting fees of EUR 3.6 million, of which EUR 2.2 million were transaction-related. In addition, personnel costs of EUR 2.4 million (9M 2015: EUR 1.4 million) also increased as a result of the appointment of a third Executive Board member, the growth of the business and the successive insourcing of services that were previously outsourced.
Earnings before interest and taxes (EBIT) rose more than 55 % to EUR 41.3 million in the first nine months of 2016 (9M 2015: EUR 26.5 million).
The financial result in the first nine months of 2016 amounted to EUR -35.4 million (9M 2015: EUR -20.6 million). This amount includes interest expense of EUR 3.3 million as a special item due to the revaluation effect of a call option on the 2014/2019 corporate bond. Also included in the financial result is the profit attributable to minority shareholders in the subsidiaries of Fair Value REIT-AG in the amount to EUR 3.1 million (9M 2015: EUR 0.0 million). The complete redemption of the HFS bond was carried out in several stages beginning in the middle of June 2016 through refinancing in the amount of EUR 17.8 million with an average annual interest rate of currently around 3.8 % p.a. and the proceeds from the capital increase amounting to EUR 10 million. This resulted in interest savings in the third quarter in the amount of EUR 1.1 million, which was offset by a one-time charge for ancillary refinancing costs in the reporting period in the amount of EUR 1.7 million.
The aforementioned resulted in a profit/loss before taxes of EUR 5.8 million (9M 2015: EUR 5.8 million) and a net profit for the period of EUR 6.5 million (9M 2015: EUR 2.6 million), which was supported by a positive tax effect of EUR 3.4 million mainly resulting from the use of tax loss carryforwards by offsetting with profits from subsidiaries.
In the first nine months of the current fiscal year, the DEMIRE Group's operating result adjusted for measurement and disposal income and other non-recurring items and income and expenses related to prior periods before minorities at Fair Value REIT-AG as well as DEMIRE AG amounted to EUR 11.0 million and was EUR 6.0 million after minority interests.
In the FFO calculation, both deferred taxes and income taxes on current income determined under IFRS were adjusted. These income taxes occur at the level of the subsidiaries and as part of targeted structural alterations of the Group's structure are offset by the existing tax loss carryforwards of the parent company.
| Adjusted Group earnings (FFO) |
01/01/2016 – 30/09/2016 | |||
|---|---|---|---|---|
| Adjustment for special items |
||||
| EURk | According to consolidated income statement |
Effects from acquisitions, disposals and mea surement |
Others | Adjusted consolidated income state ment |
| Rental revenue | 56,671 | 0 | 0 | 56,671 |
| Income from utility and service charges | 11,961 | 0 | 0 | 11,961 |
| Operating expenses to generate rental income | -25,341 | 0 | 2,614 | -22,727 |
| Profit/loss from the rental of real estate | 43,291 | 0 | 2,614 | 45,905 |
| Profit/loss from the sale of real estate companies | 130 | -130 | 0 | 0 |
| Profit/loss from the sale of real estate | -135 | 135 | 0 | 0 |
| Profit/loss from equity evaluated companies | 0 | 0 | 0 | 0 |
| Other operating income and other effects | 23,046 | -14,418 | -6,794 | 1,834 |
| General and administrative expenses | -10,598 | 2,156 | 988 | -7,454 |
| Other operating expenses | -14,475 | 1,956 | 9,361 | -3,158 |
| Earnings before interest and taxes | 41,259 | -10,301 | 6,169 | 37,127 |
| Net financial expenses | -32,321 | -13 | 6,173 | -26,161 |
| Interests of minority shareholders | -3,110 | 0 | 3,110 | 0 |
| Financial result | -35,431 | -13 | 9,283 | -26,161 |
| Profit/loss before taxes | 5,828 | -10,314 | 15,452 | 10,966 |
| Income taxes | 699 | -3,608 | 2,909 | 0 |
| Net profit/loss for the period | 6,527 | -24,249 | 43,069 | 10,966 |
| Interests of minority shareholders | -2,458 | -4,950 | ||
| Net profit/loss for the period attributable to parent company shareholders |
4,069 | 6,016 | ||
| Basic earnings per share* | 0.08 | 0.12 |
* Weighted average number of shares 2016: 50.4
| Consolidated statement of cash flows (selected information in EURk ) |
01/01/2016 – 30/09/2016 – |
01/01/2015 – 30/09/2015 – |
|---|---|---|
| Cash flow from operating activities | 24,941 | 3,479 |
| Cash flow from investing activities | 3,485 | -5,123 |
| Cash flow from financing activities | -28,748 | 7,405 |
| Net change in cash and cash equivalents | -322 | 5,761 |
| Cash and cash equivalents at the end of the period | 28,145 | 10,158 |
Cash flow from operating activities grew more than sixfold to EUR 24.9 million in the reporting period (9M 2015: EUR 3.5 million) as a result of a higher profit from the rental of real estate after taking into account the operating costs and payments for liabilities originating in 2015 in connection with the takeover of Fair Value REIT. In addition, a dividend in the amount of EUR 2.3 million was distributed to minority shareholders of Fair Value REIT-AG in early July.
Cash flow from investing activities in the first nine months of 2016 increased to EUR 3.5 million from EUR -5.1 million in the previous year's comparable period particularly as a result of proceeds from the sale of two subsidiaries and five properties in the amount of EUR 13.9 million. A total of EUR 4.4 million was paid in the reporting period for the acquisition of interests in Kurfürstergalerie GmbH, and value-enhancing investments of EUR 6.1 million were made in existing properties.
Cash flow from financing activities amounted to EUR -28.7 million (9M 2015: EUR 7.4 million). In the first nine months of 2016, proceeds were generated from the issue of corporate bonds in the amount of EUR 12.9 million, borrowing of financial liabilities of EUR 46.8 million and the capital increase for cash in August 2016 of EUR 15.9 million after costs related with sourcing equity. Interest payments in the reporting period totalled EUR 28.6 million and principal payments amounted to EUR 75.7 million and included, among others, early repayments of the HFS bond in the amount of EUR 27.8 million and the redemption of the Fair Value REIT convertible bond in the amount for EUR 8.7 million.
Cash and cash equivalents declined EUR 0.3 million in the first nine months of 2016 (9M 2015: increase of EUR 5.8 million). Cash and cash equivalents at the end of the reporting period fell slightly to EUR 28.1 million.
| Consolidated balance sheet – Assets (selected information in EURk ) |
30/09/2016 | 31/12/2015 |
|---|---|---|
| Assets | ||
| Total non-current assets | 983,214 | 948,597 |
| Total current assets | 55,282 | 71,343 |
| Assets held for sale | 20,590 | 13,005 |
| Total assets | 1,059,086 | 1,032,945 |
Total assets of the DEMIRE Group as at September 30, 2016, totalled EUR 1.1 billion (December 31, 2015: EUR 1.0 billion) and was slightly higher than at the end of the prior fiscal year due to the acquisition of Kurfürstengalerie. Non-current assets amounted to EUR 983.2 million (December 31, 2015: EUR 948.6 million) and current assets stood at EUR 55.3 million (December 31, 2015: EUR 71.3 million). Non-current assets held for sale as of September 30, 2016, included properties in the total amount of EUR 20.6 million. Non-current assets held for sale amounted to EUR 13.0 million as of December 31, 2015 and resulted in the corresponding proceeds in the first nine months of 2016.
| Consolidated balance sheet – Equity and | 30/09/2016 | 31/12/2015 |
|---|---|---|
| liabilities (selected information in EURk ) |
||
| Equity and Liabilities | ||
| Equity | ||
| Equity attributable to parent company shareholders | 250,566 | 230,697 |
| Interests of minority shareholders | 37,442 | 34,205 |
| Total equity | 288,008 | 264,902 |
| Liabilities | ||
| Total non-current liabilities | 719,741 | 696,746 |
| Total current liabilities | 51,337 | 71,297 |
| Total liabilities | 771,078 | 768,043 |
| Total equity and liabilities | 1,059,086 | 1,032,945 |
The Group's equity rose almost 9 % to EUR 288.0 million (December 31, 2015: EUR 264.9 million) in the first nine months of 2016. The equity ratio also increased to 27.2 %, which was slightly higher than the level of 25.6 % at the end of 2015. In accordance with the resolution of the Executive Board and Supervisory Board of DEMIRE Deutsche Mittelstand Real Estate AG on August 11, 2016, the Company's share capital was raised by EUR 4,930,722.00 through the partial use of available authorised capital (Authorised Capital I/2016) against contribution in cash by issuing 4,930,722 new no-par value ordinary bearer shares (no-par value shares) with a notional interest in the share capital of EUR 1.00 per no-par value share at an issue price of EUR 3.45 for each new share.
It should be noted that the minority interests in Fair Value REIT-AG subsidiaries in the amount of EUR 62.8 million are recognised under non-current liabilities and not under equity in accordance with IFRS solely due to their legal form as partnerships. The adjusted Group equity totalled EUR 350.8 million or 33.1 % of the Group's total assets (December 31, 2015: EUR 326.1 million or 31.6 %).
Non-current liabilities as of September 30, 2016, amounted to EUR 719.7 million (December 31, 2015: EUR 696.7 million) and current assets totalled EUR 51.3 million (December 31, 2015 : EUR 71.3 million). Thanks to solid cash flow from operations, the total liabilities of the DEMIRE Group as of September 30, 2016, increased just slightly to EUR 771.1 million (December 31, 2015: EUR 768.0 million).
The change in non-current liabilities was mainly the result of the assumption of financial liabilities from the Kurfürstengalerie, the early repayment of liabilities and reclassifications. The change in current liabilities reflects the repayment of the Fair Value REIT-AG convertible bond.
The total financial debt of EUR 663.6 million (December 31, 2015: EUR 655.2 million) contained liabilities to financial institutions in the amount of EUR 524.1 million. As of September 30, 2016, there were variable interest rate agreements for loans of EUR 33.1 million.
The DEMIRE Group's loan-to-value (LTV) is defined as the ratio of net financial debt to the carrying amount of investment properties and non-current assets held for sale. It was possible to further improve the LTV to 64.8 % as of September 30, 2016 (December 31, 2015: 67.5 %) as a result of scheduled and early redemptions.
| Loan-to-value (LTV) | 30/09/2016 | 31/12/2015 |
|---|---|---|
| EUR million |
||
| Financial liabilities | 663,6 | 655,2 |
| Cash and cash equivalents | 28,1 | 28,5 |
| Net debt | 635,5 | 626,7 |
| Fair Value of investment properties and non-current assets held for sale |
981,2 | 928,1 |
| LTV in % | 64.8% | 67.5% |
Segment reporting contained in the consolidated financial statements is conducted in accordance with IFRS 8 "Operating Segments" based on the Company's internal alignment according to strategic business areas. The segment information presented represents the information to be reported to the DEMIRE Executive Board. The Core Portfolio and Fair Value REIT segments are the key segments of importance for the DEMIRE Group. The Corporate Functions/Others segment contains the primary administrative activities. This segment also includes the results of the Investments segment, which was reported as a separate segment till end of 2015, because this portfolio which is in dissolution is of little importance to the DEMIRE Group as a whole. For a more detailed description of the individual segments, please refer to the explanations in the group management report for the 2015 fiscal year.
| EURk Core Portfolio Fair Value REIT Corporate 01/01/2016 - 30/09/2016 Functions/Others Segment revenues 72,443 33,883 3,540 Segment expenses -33,423 -23,188 -11,996 EBIT by segment 39,020 10,695 -8,456 Net profit/loss for the 24,039 5,046 -22,558 period 30/09/2016 Segment assets 713,357 326,702 19,027 Real estate holdings 689,904 291,310 0 Segment liabilities 413,677 205,864 151,537 771,078 |
|||
|---|---|---|---|
| Total segments | |||
| 109,866 | |||
| -68,607 | |||
| 41,259 | |||
| 6,527 | |||
| 1,059,086 | |||
| 981,214 | |||
| EURk 01/01/2015 - 30/09/2015 |
Core Portfolio | Fair Value REIT | Corporate Functions/Others |
Total segments |
|---|---|---|---|---|
| Segment revenues | 46,597 | 0 | 6,242 | 52,839 |
| Segment expenses | -19,505 | 0 | -6,883 | -26,388 |
| EBIT by segment |
27,092 | 0 | -641 | 26,451 |
| Net profit/loss for the period |
11,217 | 0 | -8,600 | 2,617 |
| 31/12/2015 | ||||
| Segment assets | 651,165 | 337,261 | 44,519 | 1,032,945 |
| Real estate holdings | 628,550 | 299,544 | 0 | 928,094 |
| Segment liabilities | 414,896 | 217,803 | 135,344 | 768,043 |
On October 31, 2016, the Executive Board member Frank Schaich resigned on amicable terms with the Supervisory Board from his position on the Executive Board of DEMIRE Deutsche Mittelstand Real Estate AG at his own request. He will remain an Executive Board member of Fair Value REIT-AG until March 31, 2017. Also on October 31, 2016, Mr. Patrick Kaiser, financial director of DEMIRE AG, has been appointed a member of Fair Value REIT-AG's Executive Board for a term of three years and has taken over the role of Chief Financial Officer.
The DEMIRE Group's business activities expose the Group to various risks such as economic risk, as well as leasing, rent default, interest rate and liquidity risks. The risk management system at DEMIRE AG focusses on the Company's continued viability. A detailed description of DEMIRE's risks and its risk management system can be found in the Company's 2015 Annual Report.
The Executive Board does not expect any changes in the risk situation in the next 12 months that could threaten the Company's viability.
The rental income of EUR 56.7 million generated in the first nine months of 2016 was in line with the Company's plan. The Executive Board expects a further increase in rental income and profit/loss from the rental of real estate in the fourth quarter of 2016.
General and administrative expenses and other operating expenses adjusted for non-recurring items will continue to decline on a relative basis in the fourth quarter due to a further drop in the volume of outsourced services through insourcing.
As a result, the Executive Board confirms the forecast for both the current and the upcoming fiscal year: For the 2016 fiscal year, the Executive Board continues to expect FFO of EUR 19.1 million before minority interests and EUR 13.9 million after minority interests. For the 2017 fiscal year, assuming there are no changes to the overall portfolio, the Executive Board expects total rental income of EUR 77 million, FFO before minority interests of EUR 25 million and EUR 18 million after minority interests, which corresponds to about EUR 0.33 per share based on 54.2 million shares currently outstanding.
The Executive Board expects to be able to continue offsetting the taxable income of subsidiaries by the parent company's tax loss carryforwards through adjustments in the Group's structure.
Frankfurt, November 30, 2016
DEMIRE Deutsche Mittelstand Real Estate AG
Speaker of the Executive Board (CEO)
Hon.-Prof. Andreas Steyer Dipl.-Kfm. (FH) Markus Drews Member of the Executive Board (COO)
| EUR k |
01/01/2016– 30/09/2016– |
01/01/2015– 30/09/2015– |
01/07/2016– 30/09/2016– |
01/07/2015– 30/09/2015– |
|---|---|---|---|---|
| Rental income* | 56,671 | 21,908 | 20,017 | 7,998 |
| Income from utility and service charges | 11,961 | 6,153 | 3,257 | 2,000 |
| Operating expenses to generate rental income | -25,342 | -11,029 | -8,909 | -3,775 |
| Profit/loss from the rental of real estate | 43,291 | 17,032 | 14,365 | 6,223 |
| Revenue from the sale of real estate companies | 3,212 | 1,766 | 3,212 | 0 |
| Net assets from real estate companies sold | -3,082 | -1,246 | -3,085 | 0 |
| Profit/loss from the sale of real estate companies | 130 | 520 | 127 | 0 |
| Revenue from the sale of real estate | 14,461 | 2,300 | 536 | 0 |
| Expenses relating to real estate sales | -14,596 | -1,842 | -781 | 0 |
| Profit/loss from the sale of real estate | -135 | 458 | -245 | 0 |
| Profits from investments accounted for using the equity method |
0 | 1,824 | 0 | 0 |
| Losses from investments accounted for using the equity method |
0 | -63 | 0 | 0 |
| Unrealised fair value adjustments in equity invest ments |
0 | 1,469 | 0 | 0 |
| Profit/loss from investments accounted for using the equity method |
0 | 3,230 | 0 | 0 |
| Profit/loss from fair value adjustments in investment properties |
14,418 | 16,439 | 155 | 8,719 |
| Impairment of receivables* | -515 | -245 | -477 | -83 |
| Other operating income | 9,143 | 1,043 | 960 | 222 |
| Other operating income and other effects | 23,046 | 17,237 | 639 | 8,858 |
| General and administrative expenses | -10,598 | -7,569 | -3,114 | -2,425 |
| Other operating expenses | -14,475 | -4,457 | -3,363 | -2,273 |
| Earnings before interest and taxes | 41,259 | 26,451 | 8,409 | 10,384 |
| Financial income | 1,103 | 919 | 70 | -1,096 |
| Finance expenses | -33,424 | -21,558 | -12,651 | -5,255 |
| Interests of minority shareholders | -3,110 | 0 | 0 | 0 |
| Financial result | -35,431 | -20,639 | -12,582 | -6,351 |
| Profit/loss before taxes | 5,828 | 5,812 | -4,173 | 4,033 |
| Income taxes | 699 | -3,195 | 3,514 | -1,714 |
| Net profit/loss for the period | 6,527 | 2,617 | -659 | 2,319 |
| Of which, attributable to: | ||||
| Non-controlling interests | 2,458 | 978 | 714 | 536 |
| Parent company shareholders | 4,069 | 1,639 | -1,373 | 1,783 |
| Basic earnings per share | 0.08 | 0.07 | -0.03 | 0.08 |
| Diluted earnings per share | 0.08 | 0.06 | -0.03 | 0.05 |
*Prior year's statement was adjusted for changes in classification.
| EUR k |
01/01/2016– 30/09/2016– |
01/01/2015– 30/09/2015– |
|---|---|---|
| Net profit/loss for the period | 6,527 | 2,617 |
| Items that may be reclassified to profit and loss in future periods | ||
| Currency translation differences | 23 | -830 |
| Other comprehensive income | 23 | -830 |
| Total comprehensive income | 6,550 | 1,787 |
| Of which, attributable to: | ||
| Non-controlling interests | 2,458 | 885 |
| Parent company shareholders | 4,092 | 902 |
| EUR k |
30/09/2016 | 31/12/2015 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Intangible assets | 7,001 | 6,961 |
| Property, plant and equipment | 1,587 | 11,285 |
| Investment properties | 960,624 | 915,089 |
| Investments accounted for using the equity method | 3,149 | 3,136 |
| Other financial assets | 10,520 | 11,045 |
| Loans to investments accounted for using the equity method | 0 | 553 |
| Other loans receivable | 0 | 384 |
| Deferred tax assets | 333 | 144 |
| Total non-current assets | 983,214 | 948,597 |
| Current assets | ||
| Real estate inventory | 2,321 | 2,298 |
| Trade accounts receivable and other receivables | 17,559 | 14,387 |
| Financial receivables and other financial assets | 7,110 | 26,020 |
| Tax refund claims | 148 | 171 |
| Cash and cash equivalents | 28,145 | 28,467 |
| Total current assets | 55,282 | 71,343 |
| Non-current assets held for sale | 20,590 | 13,005 |
| Total assets | 1,059,086 | 1,032,945 |
| EUR k |
30/09/2016 | 31/12/2015 |
|---|---|---|
| EQUITY AND LIA BILITIES |
||
| Equity | ||
| Subscribed capital | 54,247 | 49,292 |
| Reserves | 196,319 | 181,405 |
| Equity attributable to parent company shareholders | 250,566 | 230,697 |
| Interests of non-controlling shareholders | 37,442 | 34,205 |
| Total equity | 288,008 | 264,902 |
| Liabilities | ||
| Non-current liabilities | ||
| Deferred tax liabilities | 22,186 | 25,714 |
| Minority interests | 62,822 | 61,160 |
| Non-current financial liabilities | 634,733 | 608,796 |
| Other non-current liabilities | 0 | 1,076 |
| Total non-current liabilities | 719,741 | 696,746 |
| Current liabilities | ||
| Provisions | 2,668 | 1,166 |
| Trade payables and other liabilities | 15,385 | 19,887 |
| Tax liabilities | 4,369 | 3,801 |
| Current financial liabilities | 28,915 | 46,443 |
| Total current liabilities | 51,337 | 71,297 |
| Total liabilities | 771,078 | 768,043 |
| Total equity and liabilities | 1,059,086 | 1,032,945 |
| EUR k |
01/01/2016– 30/09/2016– |
01/01/2015– 30/09/2015– |
|---|---|---|
| Group profit/loss before taxes | 5,828 | 5,812 |
| Financial expenses* | 36,534 | 15,734 |
| Financial income* | -1,104 | -919 |
| Proceeds from the sale of real estate inventory | 0 | 2,416 |
| Change in other inventory | 0 | -676 |
| Change in trade accounts receivable and other receivables | 1,057 | 1,490 |
| Change in financial receivables and other financial assets | 2,127 | -6,387 |
| Change in intangible assets | 40 | 0 |
| Change in provisions | 1,428 | 114 |
| Change in trade payables and other liabilities* | -6,430 | -602 |
| Valuation gains under IAS 40 |
-14,418 | -16,439 |
| Gains from the sale of real estate companies | 5 | -978 |
| Interest proceeds* | 96 | 0 |
| Income tax payments* | -1,314 | -212 |
| Change in reserves | 453 | 3,701 |
| Profit/loss from investments accounted for using the equity method | 0 | -3,230 |
| Depreciation and amortisation and impairment* | 3,109 | 245 |
| Distributions to minority shareholders | -2,250 | 0 |
| Other non-cash items* | -220 | 3,410 |
| Cash flow from operating activities | 24,941 | 3,479 |
| Payments for investments in property, plant and equipment | -6,088 | -2,736 |
| Payments for the purchase of investment properties and investments in fully consolidated companies, less net cash equivalents acquired |
-4,352 | -4,037 |
| Proceeds from the sale of real estate | 13,925 | 1,650 |
| Cash flow from investing activities | 3,485 | -5,123 |
| Release of equity component of convertible bond | -90 | 0 |
| Payments for expenses associated with raising equity | -1,105 | -783 |
| Proceeds from the issue of share capital | 17,011 | 11,158 |
| Proceeds from the issue of bonds | 12,892 | 52,750 |
| Payments for repurchase form borrowings | 0 | -20,000 |
| Proceeds from borrowing of financial liabilities | 46,844 | 4,577 |
| Interest paid on financial liabilities | -28,578 | -15,734 |
| Payments for the redemption of financial liabilities | -75,722 | -24,563 |
| Cash flow from financing activities | -28,748 | 7,405 |
| Net change in cash and cash equivalents | -322 | 5,761 |
| Cash and cash equivalents at the beginning of the period | 28,467 | 4,397 |
| Cash and cash equivalents at the end of the period | 28,145 | 10,158 |
*Prior year's statement was adjusted for changes in classification.
| EUR k |
Share capital | Reserves | ||||||
|---|---|---|---|---|---|---|---|---|
| Subscribed capital |
Capital reserves |
Retained earnings incl. Group profit/loss |
Reserves for treasury shares |
Currency translation |
Equity attributable to parent company shareholders |
Interests of non controlling shareholders |
Total equity |
|
| 01/01/2016 | 49,292 | 121,120 | 60,651 | -310 | -57 | 230,697 | 34,205 | 264,902 |
| Proportional transfer of earnings-neutral changes in equity in investments accounted for using the equity |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Currency translation differences | 0 | 0 | 0 | 0 | 23 | 23 | 0 | 23 |
| Total other comprehensive income | 0 | 0 | 0 | 0 | 23 | 23 | 0 | 23 |
| Net profit/loss for the period | 0 | 0 | 4,069 | 0 | 0 | 4,069 | 2,458 | 6,527 |
| Total comprehensive income | 0 | 0 | 4,069 | 0 | 23 | 4,092 | 2,458 | 6,550 |
| Capital increase (related to the conversion of convertible bonds) |
24 | 0 | 0 | 0 | 0 | 24 | 0 | 24 |
| Stock option programme | 0 | 454 | 0 | 0 | 0 | 454 | 0 | 454 |
| Mandatory convertible bonds | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Capital increases against contribution in kind |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Cash capital increases | 4,931 | 12,080 | 0 | 0 | 0 | 17,011 | 0 | 17,011 |
| Costs of raising equity under capital increases |
0 | -1,105 | 0 | 0 | 0 | -1,105 | 0 | -1,105 |
| Change in the scope of consolidation | 0 | -71 | 97 | 0 | -633 | -607 | 779 | 172 |
| 30/09/2016 | 54,247 | 132,478 | 64,817 | -310 | -667 | 250,566 | 37,442 | 288,008 |
| 01/01/2015 | 14,306 | 8,234 | 32,802 | -310 | -3,348 | 51,685 | 2,944 | 54,629 |
|---|---|---|---|---|---|---|---|---|
| Proportional transfer of earnings-neutral changes in equity in investments accounted for using the equity |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Currency translation differences | 0 | 0 | 0 | 0 | -737 | -737 | -93 | -830 |
| Total other comprehensive income | 0 | 0 | 0 | 0 | -737 | -737 | -93 | -830 |
| Net profit/loss for the period | 0 | 0 | 1,639 | 0 | 0 | 1,639 | 978 | 2,617 |
| Total comprehensive income | 0 | 0 | 1,639 | 0 | -737 | 902 | 885 | 1,787 |
| Capital increase (related to the conversion of convertible bonds) |
227 | -12 | 0 | 0 | 0 | 215 | 0 | 215 |
| Stock option programme | 0 | 296 | 0 | 0 | 0 | 296 | 0 | 296 |
| Mandatory convertible bonds | 0 | 14,237 | 0 | 0 | 0 | 14,237 | 0 | 14,237 |
| Capital increases against contribution in kind |
10,358 | 23,133 | 0 | 0 | 0 | 33,491 | 0 | 33,491 |
| Cash capital increases | 2,474 | 8,684 | 0 | 0 | 0 | 11,158 | 0 | 11,158 |
| Costs of raising equity under capital increases |
0 | -666 | 0 | 0 | 0 | -666 | 0 | -666 |
| Change in the scope of consolidation | 0 | 0 | -410 | 0 | 0 | -410 | 2,894 | 2,484 |
| 30/09/2015 | 27,365 | 53,906 | 34,031 | -310 | -4,085 | 110,908 | 6,723 | 117,631 |
This report was not subject to an audit pursuant to Sec. 317 HGB ["Handelsgesetzbuch": German Commercial Code] or a review by the auditor and therefore does not contain an audit opinion.
On April 29, 2016, the Company's Executive Board submitted its Statement on Corporate Governance pursuant to Section 289a HGB and also made this document generally and permanently accessible on its website www.demire.ag in the Company section under the heading Corporate Governance.
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 interim statement as of September 30, 2016 gives a true and fair view of the net assets, financial position, and results of oprations of the Group, and furthermore 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, November 30, 2016
Speaker of the Executive Board (CEO)
Hon.-Prof. Andreas Steyer Dipl.-Kfm. (FH) Markus Drews Member of the Executive Board (COO)
This interim statement as of September 30, 2016 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, its business strategy, and its 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.
Lyoner Straße 32 D-60528 Frankfurt/Main
T +49 (0)69 719 189 79-0 F +49 (0)69 719 189 79-11 [email protected] www.demire.ag
The Executive Board of DEMIRE Deutsche Mittelstand Real Estate AG
GFEI Aktiengesellschaft Status: November 2016
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