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alstria office REIT-AG

Quarterly Report May 5, 2015

31_10-q_2015-05-05_4b264607-85d5-4b66-977d-5835f6aced0e.pdf

Quarterly Report

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INTERIM FINANCIAL REPORT

as at March 31, 2015

CONTENT

Portfolio overview Earnings position Financial and asset position Risk and opportunity report Recent developments and financial targets

Consolidated interim management report 1 4

Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flow Consolidated statement of changes in equity Notes

to the condensed interim consolidated financial statements as at March 31, 2015

Consolidated interim financial statements 2 16

Events 2015

35

GROUP FINANCIALS

according to IFRS

EUR k January 1–
March 31, 2015
January 1–
March 31, 2014
Change
(%)
Revenues and Earnings
Revenues 24,072 25,934 –7.2
Net rental income 21,925 23,488 –6.7
Consolidated loss/profit for the period –10,532 4,017 n/a
FFO 11,211 12,734 –12.0
Earnings per share (EUR) –0.13 0.05 n/a
FFO per share (EUR) 0.13 0.16 –18.8
EUR k March 31, 2015 December 31, 2014 Change
(%)
Balance sheet
Investment property 1,650,664 1,645,840 0.3
Total assets 1,873,265 1,769,304 5.9
Equity 938,738 846,593 10.9
Liabilities 934,527 922,711 1.3
Net asset value (NAV) per share (EUR) 10.80 10.71 0.8
Diluted NAV per share (EUR) 1) 10.97 10.67 2.8
Net LTV (%) 43.9 50.4 –6.5 pp
G-REIT figures
G-REIT equity ratio (%) 55.5 50.2 5.3pp
Revenues incl. other income from
investment properties (%)
100 100 0.0 pp
EPRA2) key figures January 1–
March 31, 2015
January 1–
March 31, 2014
Change
EPRA earnings per share (EUR) 0.12 0.17 0.05
EPRA cost ratio A (%)3) 25.4 21.1 4.3 pp
EPRA cost ratio B (%)4) 20.9 17.8 3.1 pp
March 31, 2015 December 31, 2014 Change
(%)
EPRA NAV per share (EUR) 11.45 11.22 2.0
EPRA NNNAV per share (EUR) 10.89 10.58 2.9
EPRA net initial yield (%) 4.9 4.8 0.1 pp
EPRA 'topped-up' net initial yield (%) 5.0 5.0 0.0 pp
EPRA vacancy rate (%) 11.1 11.0 0.1 pp

1) Dilution based on potential conversion of convertible bond.

2) For further information, please refer to EPRA Best Practices Recommendations, www.epra.com.

3) Including vacancy costs.

4) Excluding vacancy costs.

1 Consolidated interim management report

PORTFOLIO OVERVIEW

Key metrics March 31,
2015
December 31,
2014
Number of properties 74 74
Number of joint venture properties 1 1
Market value (EUR bn)1) 1.7 1.7
Annual Contractual rent (EUR m) 99.7 99.7
Valuation yield (contractual rent/
market value)
6.0 6.0
Lettable area (sqm) 873,300 875,100
Vacancy (% of lettable area)2) 12.7 12.6
WAULT (years) 6.8 6.8
Average rent/sqm (EUR/month) 10.9 10.9

Key metrics of the portfolio

1) Incl. fair value of owner-occupied properties.

2) Contractual vacancy rate includes vacancies in assets of the Company's development pipeline.

For a detailed description of alstria's portfolio, please refer to the Company Report 2014.

Letting metrics Jan. 1 –
Mar. 31,
2015
Jan. 1 –
Mar. 31,
2014
Change
(sqm)
Real Estate
Operations
New leases (in sqm)1) 12,400 13,400 –1,000
Renewals of leases (in sqm) 11,300 6,800 4,500
Total 23,700 20,200 3,500

1) New leases refer to letting vacant space. It does not account for any lease renewals, prolongations or a tenant's exercise of its renewal option.

Vacancy metrics Mar. 31,
2015
Dec. 31,
2014
Change
Vacancy rate (%) 12.7 12.6 0.1 pp
EPRA vacancy rate (%) 11.1 11.0 0.1 pp
Vacancy (sqm) 111,200 110,400 800
thereof vacancy in development
projects (sqm)
22,300 19,600 2,700

In comparison to the first three months of 2014, alstria successfully increased its letting activities (in terms of new leases and lease renewals) by approximately 3,500 sqm.

A significant letting success was the initial lease to a new tenant in Berlin, Darwinstraße. The tenant signed an 11-year-lease for approximately 4,800 sqm of office and ancillary space. The lease will commence on December 1, 2015.

Furthermore, alstria contracted a new tenant for an asset in Hofmannstraße, Berlin, for approximately 1.700 sqm of office and ancillary space. The lease will commence on June 1, 2015.

Selected regions form the core of alstria's investment portfolio. Regions und Tenants

Another main characteristic of alstria's portfolio is that it focusses on a small number of major tenants.

% of market
value
Mar. 31,
2015
Dec. 31,
2014
Change
(pp)
as a % age of
annual rent
Mar. 31,
2015
Dec. 31,
2014
Change
(pp)
Hamburg 42 42 0 City of Hamburg 29 29 0
Rhine-Ruhr 18 18 0 Daimler AG 16 16 0
Stuttgart 17 17 0 Bilfinger SE 6 6 0
Rhine-Main 7 7 0 Barmer GEK 3 3 0
Munich 4 4 0 Württembergische
Hanover 3 3 0 Lebensversicherungs AG 3 3 0
Berlin 2 2 0 State of
Saxony 2 2 0 Baden-Württemberg 2 2 0
Others 5 5 0 L'Oreal Deutschland
GmbH
2 2 0
Siemens AG 2 2 0
HUK Coburg 1 1 0
ATOS Origin 1 0 1
Rheinmetall 0 2 –2
Others 35 34 1

ALSTRIA'S MAIN TENANTS TOTAL PORTFOLIO BY REGIONS

In addition, the portfolio reflects alstria's clear focus on a particular asset class: office properties –95%* of the total lettable area is office space.

* Office and storage space.

EARNINGS POSITION

Revenues amounted to EUR 24,072 k in the first three months of 2015 and, as expected, decreased as compared to the prior year period (Q1 2014: EUR 25,934 k ). This development was mainly caused by the expiry of leases with respect to assets in Darwinstraße, Berlin and Hoffmannstraße, Munich. As a result net rental income declined by EUR 1,563 k to EUR 21,925 k.

Real estate operating expenses amounted to EUR 2,083 k during the reporting period (Q1 2014: EUR 2,436 k). The expense ratio decreased from 9.4% in Q1 2014 to 8.7% in Q1 2015. This is mainly due to a fire-protection measure regarding an asset located in Hamburg, which was carried out in 2014.

Administrative expenses improved by EUR 164 k to EUR 1,066 k during the reporting period (Q1 2014: EUR 1,230 k).

Personnel expenses increased by EUR 1,104 k to EUR 3,163 k as compared to the prior year quarter due to the remuneration for virtual shares which increased by EUR 1,172 k from EUR 360 k to EUR 1,532 k. The reason for this increase is the significantly positive development of the stock price of alstria office REIT-AG's shares in the first quarter of 2015.

Other operating result amounted to EUR 685 k in the first three months of 2015 (Q1 2014: EUR 2,172 k). Other operating income of the previous year period was mainly driven by a one-time compensation payment in conjunction with the expiry of a lease. In the current reporting period alstria received fewer compensation payments.

Revenues

Real estate operating expenses

Administrative and personnel expenses

Other operating results

Financial results

Due to a further decreasing interest rate level and a lower average amount of outstanding loans alstria's net financial result improved by EUR 769 k from EUR –9,019 k to EUR –8,250 k as compared to the first quarter of 2014.

January 1 –
March 31,
2015
January 1 –
March 31,
2014
Change
(%)
–2,194 –2,769 –20.8
–2,025 –2,269 –10.8
–2,772 –2,720 1.9
–1,256 –1,205 4.2
–8,247 –8,963 –8.0
14 40 –65.0
–17 –96 –82.3
–8,250 –9,019 –8.5

Valuation result of financial derivatives

The valuation of financial derivatives resulted in net loss from fair value adjustments in an amount of EUR –20,450 k in the period from January 1 to March 31, 2015 (please refer to page 10 for further details). An amount of EUR 19,909 of this valuation loss is attributable to the derivative embedded in the convertible bond. The reason for this is the strong development of alstria's share price, which increases the market value of the potential re-payment obligation in the event of conversion of the convertible bond. This is reflected in the negative fair value of the embedded derivative.

EUR k January 1 –
March 31, 2015
January 1 –
March 31, 2014
Pre-tax income (EBT) –10,529 4,031
Net profit/loss from fair value
adjustments on financial derivatives
20,450 9,958
Profit/loss from the disposal
of investment property
0 –184
Other adjustments1) 859 –1,071
Fair value and other adjustments
in joint venture
431 0
Funds from operations (FFO)2) 11,211 12,734
Maintenance and re-letting –4,798 –2,771
Adjusted funds from operations
(AFFO)3)
6,413 9,963
Number of shares (k) 86,941 78,933
FFO per share (EUR k) 0.13 0.16

1) Non-cash income or expenses and non-recurring effects.

  • 2) (A)FFO is not a measure of operating performance or liquidity under generally accepted accounting principles, in particular IFRS, and should not be considered as an alternative to the Company's income or cash flow measures as determined in accordance with IFRS. Furthermore, there is no standard definition for (A)FFO. Thus, (A)FFO or measures with similar names as presented by other companies may not necessarily be comparable to alstria's (A)FFO.
  • 3) The AFFO is equal to FFO with adjustments made for capital expenditures which are used to maintain the quality of the underlying investment portfolio and expenses for lease-ups.

alstria's consolidated net result amounted to EUR –10,532 k (Q1 2014: EUR 4,017 k) in the period under review. The decrease mainly resulted from a valuation loss in financial derivatives due to current interest rate developments on the one hand and the distinctly positive development of alstria office REIT-AG's share price on the other hand (Q1 2015: EUR –20,450 k; Q1 2014: EUR –9,958 k). In addition, revenues as well as other operating result declined and personnel expenses increased. Earnings per share amounted to EUR –0.13 in the first three months of 2015. Consolidated net result

FINANCIAL AND ASSET POSITION

EUR k Investment
Investment properties as at December 31, 2014 1,645,840 properties
Investments 5,824
Acquisitions 0
Disposals –1,000
Reclassifications 0
Net loss/gain from fair value adjustments
on investment property
0
Investment properties as at March 31, 2015 1,650,664
Carrying amount of owner-occupied properties 4,514
Fair value of properties held for sale 1,000
Interests in joint ventures 34,325
Carrying amount of immovable assets 1,690,503
Adjustments to fair value of owner-occupied properties 1,222
Fair value of immovable assets 1,691,725

Fair value of properties held for sale of the amount of EUR 1,000 k refers to unused parts of the land of the property in Ditzingen, which were sold in in the first quarter of 2015. The transfer of benefits and burdens is expected to take place in the second quarter of 2015.

For a detailed description of the investment properties, please refer to the Annual Report of 2014.

As at March 31, 2015 the loan agreements in place and the respective amounts drawn are as follows: Financial liabilities

Liabilities Maturity Principal amount
drawn as at
March 31, 2015
(EUR k)
LTV as at
March 31, 2015
(%)
LTV
covenant
(%)
Principal
amount drawn
as at Dec. 31,
2014
(EUR k)
Syndicated loan Sep. 30, 2020 501,070 49.1 70.0 501,070
Non-recourse loan #1 Jan. 31, 2017 67,323 58.2 75.0 68,260
Loan #2 Sep. 30, 2019 67,000 43.8 65.0 67,000
Loan #3 Apr. 30, 2021 60,508 54.8 66.0 60,739
Loan #4 Mar. 28, 2024 60,000 52.4 75.0 60,000
Loan #5 Dec. 17, 2018 56,000 45.6 60.0 56,000
Non-recourse loan #61) Dec. 31, 2014 2,617
Total loans 811,901 49.7 815,686
Convertible bond June 14, 2018 79,200 79,400
Total 891,101 54.0 895,086

1) Loan agreement terminated taking effect on December 31, 2014, withdrawel did not occur before January 2, 2015.

March 31, 2015 Dec. 31, 2014
Average term to maturity of loans/
convertible bond (years) 5.1 5.3

MATURITY PROFILE OF FINANCIAL DEBT

in EUR m, as at March 31, 20151)

1) Excluding regular amortisation.

January 1 –
March 31, 2015
January 1 –
March 31, 2014
Average cost of debt (% p.a.) 3.3 3.5

As at March 31, 2015 alstria was not in breach of any of its financial covenants.

For a detailed description of alstria's financial management, please refer to the Annual Report of 2014.

alstria held the following derivative financial instruments at the end of the reporting period: Derivatives

March 31, 2015 December 31, 2014
Product Strike p.a. Maturity date Notional
(EUR k)
Fair value
(EUR k)
Notional
(EUR k)
Fair value
(EUR k)
Cap 0.2500 Dec. 31, 2017 340,000 170 340,000 402
Cap 3.0000 Sept. 30, 2019 50,250 38 50,250 49
Cap 4.6000 Oct. 20, 2015 47,902 0 47,902 0
Swap 2.9900 July 20, 2015 380,870 –3,490 380,870 –6,198
Financial derivatives –
held for trading
819,022 –3,282 819,022 –5,747
Forward-Cap1) 0.0000 Sept. 30, 2020 380,870 3,770 380,870 5,874
Cap 3.0000 Apr. 30, 2021 48,407 194 48,591 147
Cap 3.0000 Mar. 29, 2024 10,900 123 10,900 140
Cap 3.0000 Dec. 17, 2018 56,000 30 56,000 31
Cap 3.2500 Dec. 31, 2015 11,112 0 11,155 0
Financial derivatives –
cash flow hedges
126,4192) 4,117 126,6462) 6,192
Total interest rate
derivatives
945,441 835 945,668 445
Embedded derivative n/a June 14, 2018 8,0723) –33,397 8,0923) –13,488
Total –32,562 –13,043

1) Not effective prior to July 20, 2015.

2) Notional value excluding an amount of EUR 380,870 k not effective prior to July 20, 2015.

3) Underlying number of shares subject to conversion in thousand.

The value changes of the derivatives are reflected in various balance sheet items. The following table shows the change in financial derivatives since December 31, 2014.

Financial
assets
Financial liabilities
EUR k Cash
flow-hedge
reserve
Non-current Non-current Current Total
Hedging instruments
as at January 1, 2015
–3,095 6,643 –13,488 –6,198 –13,043
Ineffective change in fair values
of cash flow hedges
0 –2,075 0 2,708 633
Net result from fair value changes
in financial derivatives not qua
lifying for cash flow hedging
0 –243 –19,971 0 –20,214
Reclassification of cumulated loss
from equity to income statement
869 0 0 0 0
Changes in accrued interest due
to financial derivatives
0 0 –1 0 –1
Termination 0 0 63 0 63
Hedging instruments
as at March 31, 2015
–2,226 4,325 –33,397 –3,490 –32,562

Overall, ineffective value gains (EUR 633 k), losses on hedges not qualified for cash flow hedging (EUR –20,214 k) and reclassifications of an amount of EUR 869 k, resulted in a total loss of EUR 20,450 k (Q1 2014: loss of EUR 9,985 k), which is shown as the net result from fair value adjustments on financial derivatives. The reclassification amount of EUR 869 k relates to the cumulated losses from cash flow hedges for which the initially hedged transaction is no longer expected to occur, due to a premature repayment of the loans in question.

For a detailed description of the hedging instruments, please refer to the appendix of the consolidated financial report as at December 2014.

Cash and cash equivalents increased from EUR 63,145 k to EUR 163,487 k in the reporting period. The increase resulted primarily from the capital increase carried out during the quarter, leading to a cash inflow of EUR 101,440 k after deducting paid placement costs of EUR 1,285. Investing activities resulted in net cash outflows of EUR 4,845 k, whereas a positive cash flow of EUR 7,532 k was generated from operating activities.

March. 31, 2015 Dec. 31, 2014 Change
Equity (EUR k) 938,738 846,593 10.9 %
Number of shares (k) 86,941 79,018 7,923
NAV per share (EUR) 10.80 10.71 0.9 %
Equity ratio (%) 50.1 47.8 2.3 pp
G-REIT equity ratio (%)1) 55.5 50.2 5.3 pp

Equity metrics

1) Is defined as total equity divided by the carrying amount of immovable assets. Minimum requirement according to G-REIT regulation: 45%.

The increase in equity at the balance sheet date by EUR 92,145 k to EUR 938,738 k is mainly based on a placement of 7,901,847 new no-par bearer shares in March 2015. Due to this capital increase equity increased by EUR 101,386 k. This development was partially offset by the loss of the reporting period of EUR 10,532 k (for further information please refer to the consolidated statement of changes in equity and the corresponding notes).

RISK AND OPPORTUNITY REPORT

The risks and opportunities to which alstria is exposed are described in detail in alstria's Annual Report 2014. There have been no changes to the status presented in that report.

Cash position

RECENT DEVELOPMENTS AND FINANCIAL TARGETS

alstria proactively focuses on the following key financial performance indicators: revenues and funds from operations (FFO). Revenue is mainly comprised of rental income, which is generated from the letting activities of the Company. FFO is the operating result due to the Company's real estate management, excluding valuation effects and other adjustments such as non-cash expenses/income and non-recurring effects.*

The statements and forecasts presented in the Group management report of 2014 concerning the expected development of the Group for the financial year 2015 are still valid. For the fiscal year 2015, the Company is still expecting forecasted revenues of approximately EUR 98 m and an FFO of approximately EUR 49 m. The increase in FFO as compared to the FFO of EUR 48 m as achieved in 2014 is mainly due to the Company's financing/hedging structure, which results in lower financing costs.

The management report contains statements relating to anticipated future developments. These statements are based on current assessments and are, by their very nature, exposed to risks and uncertainty. Actual developments may differ from those predicted in these statements. Disclaimer

2 Consolidated financial statements

CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2015

EUR k Notes January 1 –
March 31, 2015
January 1 –
March 31, 2014
Revenues 24,072 25,934
Income less expenses from
passed on operating expenses
–64 –10
Real estate operating costs –2,083 –2,436
Net rental income 21,925 23,488
Administrative expenses –1,066 –1,230
Personnel expenses 6.1 –3,163 –2,059
Other operating income 970 2,181
Other operating expenses –285 –9
Gain/loss on disposal of investment property 7.1 0 184
Net operating result 18,381 22,555
Net financial result 6.2 –8,250 –9,019
Share of the result of joint venture –210 453
Net loss from fair value adjustments
on financial derivatives
–20,450 –9,958
Pre-tax income (EBT) –10,529 4,031
Income tax expense 6.3 –3 –14
Consolidated Loss/Profit for the period –10,532 4,017
Attributable to:
Shareholders –10,532 4,017
Earnings per share in EUR
Basic earnings per share 6.4 –0.13 0.05
Diluted earnings per share 6.4 –0.11 0.05

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2015

EUR k Notes January 1 –
March 31, 2015
January 1 –
March 31, 2014
Consolidated loss/profit for the period –10,532 4,017
Items which might be classified to the income
statement in a future period:
Cash flow hedges 0 99
Reclassification from cash flow hedging reserve 869 1,481
Other comprehensive income for the period 869 1,580
Total comprehensive income for the period –9,663 5,597

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT MARCH 31, 2015

Assets

EUR k Notes March 31, 2015 December 31, 2014
Non-current assets
Investment property 7.1 1,650,664 1,645,840
Equity-accounted investments 34,325 34,534
Property, plant and equipment 5,044 5,085
Intangible assets 296 344
Derivatives 8.3 4,325 6,643
Total non-current assets 1,694,654 1,692,446
Current assets
Assets held for sale 7.1 1,000 0
Trade receivables 4,921 3,498
Accounts receivable from joint ventures 0 88
Other receivables 9,203 10,127
Cash and cash equivalents 7.3 163,487 63,145
Total current assets 178,611 76,858
Total assets 1,873,265 1,769,304
EUR k Notes March 31, 2015 December 31, 2014
Equity 8.1
Share capital 86,941 79,018
Capital surplus 785,578 691,693
Hedging reserve –2,226 –3,095
Retained earnings 68,445 78,977
Total equity 938,738 846,593
Non-current liabilities
Long-term loans, net of curent portion 8.2 874,053 874,025
Derivatives 8.3 33,397 13,488
Other provisions 3,442 3,628
Other liabilities 1,999 2,036
Total non-current liabilities 912,891 893,177
Current liabilities
Short-term loans 8.2 2,990 7,702
Trade payables 5,093 4,389
Profit participation rights 12 393 424
Derivatives 8.3 3,490 6,198
Other provisions 1,369 461
Other current liabilities 8,301 10,360
Total current liabilities 21,636 29,534
Total liabilities 934,527 922,711
Total equity and liabilities 1,873,265 1,769,304

Equity and liabilities

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2015

January 1 –
March 31,
January 1 –
March 31,
EUR k Notes 2015 2014
1. Operating activities
Consolidated profit/loss for the period –10,532 4,017
Unrealized valuation movements 20,450 9,505
Interest income 6.2 –14 –40
Interest expense 6.2 8,264 9,059
Result from income taxes 3 14
Other non-cash expenses (+) –409 –519
Gain (–)/Loss (+) on disposal of fixed assets 0 –184
Depreciation and impairment of fixed assets (+) 109 102
Decrease (+)/Increase (–) in trade receivables and other assets
that are not attributed to investing or financing activities
–798 –4,222
Decrease (–)/increase (+) in trade payables and other liabilities
that are not attributed to investing or financing activities
–591 –1,027
Cash generated from operations 16,482 16,705
Interest received 14 40
Interest paid –8,961 –8,743
Income taxes paid –3 –14
Net cash generated from operating activities 7,532 7,988
2.Investing activities
Acquisition of investment properties 7.1 –5,824 –7,468
Proceeds from sale of investment properties 1,000 6,150
Payment of transaction cost in relation to
the sale of investment properties
0 –29
Acquisition of other property, plant and equipment –21 –191
Net cash used in investing activities –4,845 –1,538
3. Financing activities
Cash received from equity contributions 8.1 102,725 0
Payment of transaction costs of issue of shares 8.1 –1,285 0
Proceeds from the issue of bonds and borrowings 0 42,030
Proceeds from the issue of a convertible bond 0 79,400
Payments for the acquisition/termination of financial derivatives 0 –2,007
Payments of the redemption of bonds and borrowings –3,785 –126,344
Payments of transaction costs 0 –551
Net cash used in/generated from financing activities 97,655 –7,472
4. Cash and cash equivalents at the end of the period
Change in cash and cash equivalents (subtotal of 1 to 3) 100,342 –1,022
Cash and cash equivalents at the beginning of the period 63,145 82,782
Cash and cash equivalents at the end of the period
thereof restricted: EUR 0 k; previous year: EUR 251 k
7.2 163,487 81,760

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2015

EUR k Notes Share
capital
Capital
surplus
Hedging
reserve
Retained
earnings
Total
Equity
As at January 1, 2015 79,018 691,693 –3,095 78,977 846,594
Changes in Q1 2015
Consolidated profit 0 0 0 4,017 4,017
Other comprehensive income 0 0 1,580 0 1,580
Total comprehensive income 0 0 1,580 4,017 5,597
Share-based remuneration 0 130 0 0 130
Proceeds from shares issued 8.1 7,903 94,822 0 0 102,725
Transaction costs of
issue of shares
8.1 0 –1,339 0 0 –1,339
Conversion of convertible bond 8.1 20 243 0 0 263
As of March 31, 2015 8.1 86,941 785,578 –2,226 68,445 938,738
FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2014
As at January 1, 2014 78,933 730,486 –7,329 42,024 844,114
Changes in Q1 2014
Consolidated profit 0 0 0 4,017 4,017
Other comprehensive income 0 0 1,580 0 1,580
Total comprehensive income 0 0 1,580 4,017 5,597
Share-based remuneration 12 0 130 0 0 130
As at March 31, 2014 8.1 78,933 730,616 –5,749 46,041 849,841

Notes to the condensed interim consolidated financial statements

as at March 31, 2015

1 CORPORATE INFORMATION

alstria office REIT-AG, Hamburg, (hereinafter referred to as the 'Company' or 'alstria office REIT-AG' and, together with its subsidiaries, as 'alstria' or the 'Group'), is a German stock corporation based in Hamburg. The Group's principal activities are described in detail in section 1 of the Notes to the consolidated financial statements for the financial year ending on December 31, 2014.

The condensed interim consolidated financial statements for the period from January 1, 2015 to March 31, 2015 (hereinafter referred to as the 'consolidated interim financial statements') were authorised for publication by resolution of the Company's Management Board on May 4, 2015.

2 BASIS OF PREPARATION

These consolidated interim financial statements were prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not contain all of the disclosures and explanations required in the annual financial statements and should therefore be read in conjunction with the consolidated financial statements as at December 31, 2014.

These condensed interim consolidated financial statements have not been audited.

3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied are consistent with the policies applied in the Group's annual financial statements for the year ending on December 31, 2014, and as outlined in those annual financial statements.

The following new interpretations and amendments to standards and interpretations are mandatory for the first time for the financial reporting period beginning on January 1, 2015:

EU-Endorsement Standards/
Interpretation
Content Applicable for
f/y beginning
on/after
Effects
June 13, 2014 IFRIC 21 New interpretation 'taxes June 17, 2014 None
Dec. 18, 2014 Annual Impro
vements
to IFRSs
Improvements to IFRSs 2011–2013 January 1,
2015
None

The initial application of the newly applied IFRS had no material effect on the presentation of the consolidated interim financial statements.

The following new standards, interpretations and amendments to published standards have been issued but are not effective for the financial year 2015 and have not been applied by the Group prior to becoming mandatory:

EU
Endorsement
Standards /
Interpre
tationen
Content Applicable for
f/y beginning
on/after
Effects
not yet
endorsed
IFRS 9 New Standard 'Financial instruments:
classification and measurement'
Jan. 1, 2018 No material
effects
not yet
endorsed
IFRS 14 New Standard 'Regulatory
deferral accounts'
Jan. 1, 2016 None
not yet
endorsed
IFRS 15 New Standard 'Revenue from
contracts with customers'
Jan. 1, 2017 Notes
disclosure
not yet
endorsed
Amendments
to IFRS 11
Accounting for Acquisitions of
Interests in Joint Operations
Jan. 1, 2016 None
not yet
endorsed
Amendments
to IFRS 10
and IAS 28
Sale or contribution of assets between an
investor and its associate or joint venture
Jan. 1, 2016 Under
review
not yet
endorsed
Amendments
to IFRS 10,
IFRS 12 and
IAS 28
Investment entities: applying the
consolidation exception
Jan. 1, 2016 None
not yet
endorsed
Amendments
to IAS 1
Disclosure initiative Jan. 1, 2016 Notes
disclosure
not yet
endorsed
Amendments
to IAS 16 and
IAS 38
Clarification of acceptable methods
of depreciation
Jan. 1, 2016 None
not yet
endorsed
Amendments
to IAS 16 and
IAS 41
Agriculture: bearer plants Jan. 1, 2016 None
Dec. 17, 2014 Amendments
to IAS 19
Defined benefit plans: employee
contributions (Amendments to
IAS 19 'Employee Benefits')
Feb. 1, 2015 None
not yet
endorsed
Amendments
to IAS 27
Equity method in separate
financial statements
Jan. 1, 2016 None
Dec. 17, 2014 Annual Improvements
to IFRSs
Improvements to IFRSs 2010–2012 Feb. 1, 2015 None
not yet
endorsed
Annual
Improvements
to IFRSs
Improvements to IFRSs 2012–2014 Jan. 1, 2016 Under
review

The IASB did not issue any new standards and interpretations and amendments to published standards and interpretations between December 31, 2014 and the date of preparation of these interim consolidated financial statements.

4 CONSOLIDATED GROUP

There have been no changes to the consolidated Group since the preparation of the consolidated financial statements as at December 31, 2014.

5 KEY JUDGEMENTS AND ESTIMATES

Preparing the consolidated financial statements in accordance with IFRS requires assumptions and estimates to be made for various items that have an effect on the amount of and the disclosures concerning assets, liabilities, income and expenses. Actual amounts may vary from these estimates.

EUR k January 1 –
March 31, 2015
January 1 –
March 31, 2014
6.1 Personnel
expenses
Salaries and wages 941 957
Social insurance contribution 179 176
Bonuses 310 317
Expenses for share-based
compensation
1,661 515
thereof relating to virtual shares 1,532 360
thereof relating to the convertible
profit participation certificates
129 155
Amounts for retirement provisions
and disability insurance of the mem
bers of the Management Board
49 53
Other 23 41
Total 3,163 2,059

6 NOTES TO THE CONSOLIDATED INCOME STATEMENT

The increase in personnel expenses resulted from the remuneration due to virtual shares that increased by EUR 1,172 k from EUR 360 k to EUR 1,532 k as compared to the first quarter in 2014. The reason for this increase is the significantly positive development of the stock price of alstria office REIT-AG's shares in the first quarter of 2015. Expenses due to the share-based remuneration resulting from virtual shares are not paid out until the time of exercise at each end of the term, respectively.

The actual cash amount of such remuneration therefore depends on the further development of the share price. Adjusted for sharebased compensation the personal expenses decreased by EUR 68 k.

  • For details on the net financial result and the loan development, please refer to the section 'Financial and asset position' in the interim management report. 6.2 Financial result
  • As a consequence of its status as a G-REIT, alstria office REIT-AG is exempt from German corporation tax (Körperschaftsteuer–KSt) and German trade tax (Gewerbesteuer–GewSt). 6.3 Income taxes

Minor tax payment obligations may arise on affiliate level for affiliates serving as a general partner of a partnership or REIT service companies.

The tables below show the income and share data used in the earnings per share computations: 6.4 Earnings per share

Basic earnings per share January 1 –
March 31, 2015
January 1 –
March 31, 2014
Profit attributable to the shareholders
(EUR k)
–10,532 4,017
Average number of shares outstan
ding (thousands)
79,459 78,933
Basic earnings per share (EUR) –0.13 0.05

The potential conversion of shares inherent in the convertible bond could dilute basic earnings per share in the future:

Diluted earnings per share January 1 –
March 31, 2015
January 1 –
March 31, 2014
Diluted profit attributable to the
shareholders (EUR k)
–9,994 4,555
Average diluted number of shares
(thousands)
87,530 86,818
Diluted earnings per share (EUR) –0.11 0.05

7 NOTES TO THE CONSOLIDATED BALANCE SHEET – ASSETS

alstria office REIT-AG uses the fair value model pursuant to IFRS 13 for revaluation purposes. External appraisals were obtained to determine the respective values as at December 31, 2014. A management review of the fair values on as at March 31, 2015, i.e. the reporting date of the consolidated interim financial statements, resulted in a fair value increase of a total of EUR 5,824 k for investment properties held on December 31, 2014. This amount relates to capitalised expenditure, which was invested in refurbishment and project developments in the first three months of 2015. For a detailed description of the asset value determination process, please refer to section 7 of the consolidated financial statements as at December 31, 2014. A reconciliation of the properties held as investment properties since December 31, 2014, can be found on page 8 of the interim consolidated financial statements as at March 31, 2015.

In the first quarter of the year alstria office REIT-AG signed a notary agreement on the sale of a plot of land forming part of an existing investment property. As at March 31, 2015 the plot of land valued at EUR 1,000 k is incorporated in 'assets held for sale'.

Cash and cash equivalents in an amount of EUR 163,487 k refer to cash at banks. The cash amount is not subject to any restrictions.

7.1 Investment property

7.2 Cash and cash equivalents

8 NOTES TO THE CONSOLIDATED BALANCE SHEET – EQUITY AND LIABILITIES

Please refer to the consolidated statement of changes in equity for details. 8.1 Equity

A total of 7,901,487 new shares were issued for cash considerations and increased alstria office REIT-AG's share capital by EUR 7,901,487. The capital increase was registered in the commercial register on March 26, 2015. Share capital

Two shares of a notional amount of EUR 200 k in the convertible bond issued by the company were converted in the first quarter of 2015. The conversion resulted in an issue of 20,382 new shares by using the conditionally increased capital provided for such purposes (Conditional Capital 2013).

In total and due to the two capital measures stated above, the alstria office REIT-AG's share capital increased by EUR 7,922,229.00 to EUR 86,940,716.00 as compared to December 31, 2014. It is represented by 86,940,716 non-par value bearer shares as at March 31, 2015.

The majority of the Company's shares are in free float.

The new shares generated from the capital increase were offered at the capital markets and sold at a price of EUR 13.00 per share. The issue proceeds by which the nominal share capital was exceeded amounted to EUR 94,822 k and were recognised in capital reserves. After having deducted placement costs of EUR 1,339 k caused by the share placements, the increase of the capital reserve amounted to a net EUR 93,483 k. Capital reserve

The share premium resulting from the partial conversion of the convertible bond amounted to EUR 243. It was also transferred to the capital reserve.

On March 31, 2015, the Company held no treasury shares. Treasury shares

Cash flow hedging reserve This reserve includes the cumulated portion of the gain or loss on hedging instruments within the cash flow hedge that has been determined to be an effective hedge. The net change of EUR 869 k relates to reclassifications of cumulated devaluations of cash flow hedges, for which the forecasted and hedged transactions are no longer expected to occur due to a redemption of loans prior to their maturity.

As at March 31, 2015 alstria's total interest-bearing debt, which mainly consists of loan balances drawn and the convertible bond, amounted to EUR 891,101 k (December 31, 2014: EUR 895,086 k). The lower carrying amount of EUR 877,043 k (EUR 874,053 k non-current and EUR 2,990 k current) takes into account interest liabilities and transaction costs which are allocated according to the effective interest method upon taking out the liabilities in question. Financial liabilities with a maturity of up to one year are recognised as current loans.

After having exercised of the conversion rights for a notional value of EUR 200 k, an amount of EUR 79,200 k of the convertible bond remains included in the financial liabilities.

For a detailed description of the loans, loan terms and loan securities, please refer to the 'Financial liabilities' section in the interim Group management report for the first quarter of 2015 (see page 9) and Section 11.2 of the consolidated financial statements as at December 31, 2014.

Derivative financial instruments are comprised of interest swaps and caps. The purpose of these financial derivatives is to hedge against interest risks arising from the Company's business activities and its sources of financing. In addition, they comprise an embedded derivative resulting from the issue of a convertible bond.

The fair value of the derivative financial instruments was determined by an independent expert by discounting the expected future cash flows at prevailing market interest rates.

For a more detailed description of the Group's derivative financial instruments and the presentation of their fair values please refer to page 7 and page 10 of the interim Group management report.

All of the Group's financial instruments, which are recognised in the balance sheet at fair value, are valued by applying the level 2-valuation approach. This, however, only applies to the Group's financial derivatives, as none of the other financial instruments are recognised in the balance sheet at fair value. The fair value determination of the Group's financial derivatives is based on forward interest rates, which are derived from observable yield curves.

8.2 Financial liabilities

8.3 Derivative financial instruments

9 DIVIDEND PROPOSED

2015 2014
Dividends on ordinary shares1) in
EUR k (not recognised as a liability
as at March 31)
43,470 39,467
Dividend per share (EUR) 0.50 0.50

1) Dividend proposal; not yet approved by the General Meeting of Shareholdes and paid during period from 01.01. –31.03.2015.

At alstria office REIT-AG's Annual General Meeting which is to be held on May 06, 2015 the Management Board and Supervisory Board will propose to pass resolution on distributing dividends in a total amount of EUR 43,470 k (EUR 0.50 per outstanding share).

10 EMPLOYEES

In the period from January 1 to March 31, 2015, the Company on average employed 62 employees (January 1 to March 31, 2014: average of 62 people). The average number of employees was calculated based on the total number of employees at the end of each month. On March 31, 2015, 62 people (December 31, 2014: 63 people) were employed at alstria office REIT-AG, not including the Management Board.

11 SHARE-BASED REMUNERATION

A share-based remuneration system was implemented for members of the Management Board as part of alstria's success-based remuneration. The share-based remuneration is made up of a long-term component, the Long-Term Incentive Plan (LTI), and a short-term component, the Short-Term Incentive Plan (STI). The remuneration respectively comprises both a cash-settled and a share-based component.

The development of the virtual shares until March 31, 2015 is shown in the following table:

Number of virtual shares January 1 –
March 31, 2015
January 1 –
December 31, 2014
LTI STI LTI STI
As at January 1 339,516 23,831 353,779 25,989
Granted in the reporting
period
72,926 9,763 84,746 10,753
Terminated in the
reporting period
–76,702 –13,078 –99,009 –12,911
As at March 31/ Dec. 31 335,740 20,516 339,516 23,831

In the first three months of 2015, the LTI and the STI generated remuneration expenses of a total balance of EUR 1,532 k (Q1 2014: expenses of EUR 360 k). In addition they resulted in provisions amounting to EUR 2,386 k at the end of the reporting period (December 31, 2014: EUR 1,490 k). Exercise of 76,702 virtual shares from the LTI and 13,078 virtual shares from the STI in the first quarter of 2015 resulted in payments of EUR 636 k. The Group recognises liabilities arising from vested virtual shares as an item within other provisions. Please refer to section 18 of the consolidated financial statements as at December 31, 2014 for a detailed description of the employee profit participation rights programme.

12 CONVERTIBLE PROFIT PARTICIPATION RIGHTS PROGRAM

During the reporting period the following share-based payment agreements were in place with respect to the convertible profit participation rights scheme as established by the Supervisory Board of alstria office REIT-AG.

Granting date of tranche June 9,
2011
June 7,
2013
May 22,
2014
Total
January 1, 2015 59,500 96,800 107,250 263,550
Expired due to termina
tion of employment
0 –300 –500 –800
March 31, 2015 59,500 96,500 106,750 262,750

Number of Certificates

For a detailed description of the employee profit participation rights programme, please refer to section 19 of the consolidated financial statements as at December 31, 2014.

13 RELATED PARTIES

During the reporting period no significant legal transactions were executed with respect to related parties, with the exception of granting virtual shares to the members of the Company's Management Board, as laid out in detail in note 11.

14 SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

No events that have to be reported pursuant to IAS 10 (events after the reporting period) occurred after the end of the reporting period up to March 31, 2015.

15 MANAGEMENT BOARD

As at March 31, 2015, the members of the Company's Management Board are:

Mr Olivier Elamine (Chief Executive Officer) Mr Alexander Dexne (Chief Financial Officer)

16 SUPERVISORY BOARD

Pursuant to section 9 of the Company's Articles of Association, the Supervisory Board consists of six members, all of whom are elected by the Annual General Meeting of the shareholders. The term of office for all members expires at the close of the Annual General Meeting of the shareholders in 2016.

As at March 31, 2015, the members of the Supervisory Board are:

Mr Alexander Stuhlmann (Chairman) Dr Johannes Conradi (Vice-Chairman) Mr Benoît Hérault Mr Roger Lee Mr Richard Mully Ms Marianne Voigt

Hamburg, Germany, May 4, 2015

Olivier Elamine Alexander Dexne

Chief Executive Officer Chief Financial Officer

3 Management compliance statement

'We confirm that, to the best of our knowledge, the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group. Furthermore, we confirm that the group management report gives a true and fair view of business performance, including the results of operations and the economic position of the Group, and describes the main opportunities and risks and anticipated development of the Group in accordance with the applicable financial reporting framework.'

Hamburg, Germany, May 4, 2015

Olivier Elamine Chief Executive Officer

Alexander Dexne Chief Executive Officer

4 alstria's share

SHARE PRICE DEVELOPMENT

KEY SHARE DATA

ISIN DE000A0LD2U1
Symbol AOX
Market segment Financial Services
Industry group Real Estate
Prime sector Prime Standard, Frankfurt
Indices SDAX, EPRA, German REIT Index, S&P/Citigroup Global REIT Index
Designated sponsors Close Brothers Seydler, J.P. Morgan
March 31, 2015 December 31, 2014
Number of shares thousand 86,941 79,018
thereof outstanding thousand 86,941 79,018
Closing price1) EUR 13.10 10.30
Market capitalisation EUR k 1,138,927 813,885
Free float percent 95 95
January 1 –
March 31, 2015
January 1 –
March 31, 2014
Average daily trading volume
(all exchange and OTC) 2)
EUR k 4,417 2,243
thereof XETRA EUR k 2,763 1,127
Share price: high1) EUR 13.29 10.54

1) Xetra closing share price.

2) Source: Bloomberg.

5 Events 2015

May 5 Publication of Q1 report
Interim report
May 6 Annual General Meeting
May 7 Ex-Dividend-Date
August 4 Publication of Q2 report
Interim report
November 3 Publication of Q3 report
Interim report
Publication of sustainability report

Stay updated about our Investor Relations events. Visit our website www.alstria.com/investors

CONTACT INVESTOR RELATIONS

Ralf Dibbern

alstria office REIT-AG www.alstria.com [email protected]

Bäckerbreitergang 75 20355 Hamburg, Germany Phone +49 (0)40 226341-300 Fax +49 (0)40 226341-310

Friedrichstraße 19 40217 Düsseldorf, Germany Phone +49 (0)211 301216-600 Fax +49 (0)211 301216-615

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