Economic Development of Vonovia SE

(Reporting on the basis of the German Commercial Code (HGB))

Fundamental Information

Vonovia SE, Düsseldorf, was established as Deutsche Annington Immobilien GmbH on June 17, 1998, with its registered headquarters in Frankfurt am Main, to serve as an acquisition vehicle for the purchase of residential properties by financial investors. Following further successful acquisitions over the course of time, it now forms the Vonovia Group together with its subsidiaries and is Germany’s leading residential real estate management company. Vonovia SE performs the function of the management holding company within the Vonovia Group.

The description of the company’s net assets, financial position and results of operations is based largely on the reporting of the Vonovia Group. The net assets, financial position and results of operations of Vonovia SE as the management holding company are largely determined by the assets of the Group companies and their ability to make positive contributions to earnings and generate positive cash flows in the long run. The company’s risk profile is therefore largely the same as the Group’s.

The preceding reporting for the Group of Vonovia SE therefore also expresses the company’s position.

The Vonovia SE annual financial statements have been prepared in accordance with the provisions of the German Commercial Code (HGB) taking into account the supplementary regulations of the German Stock Corporation Act (AktG). As a listed company, it is classed as a large corporation.

The separate and consolidated financial statements as well as the combined management report are published in the Federal Gazette (Bundesanzeiger).

Development of Business in 2016

Results of Operations, Net Assets and Financial Position

Results of Operations of Vonovia SE

The company regularly generates income from the charging of the services it provides, from income from investments in the form of dividend distributions from Group companies and from the transfer of profits. Profit-and-loss transfer agreements exist with, among other entities, the service companies, which themselves generate income by charging the real estate companies for the services they have provided. The income from investments collected is based on the net profit of the subsidiaries that is eligible for distribution, which is, in turn, calculated based on the accounting standards set out in the German Commercial Code. The main difference between these standards and the IFRS accounting principles lies in the fact that, under IFRS accounting, the principle has more of an impact than the cost principle does under HGB accounting. In the consolidated financial statements under the IFRS, the properties are remeasured at periodic intervals. Under the HGB, the fixed assets are stated at amortized cost, taking scheduled depreciation into account. The capitalization regulations also vary.

Expenses relate largely to personnel expenses and administrative expenses associated with the management holding function, as well as to losses to be compensated for in connection with profit-and-loss transfer agreements.

The financial result is governed by the Group financing.

Business developments in 2016 were characterized by the public takeover offer made to the shareholders of Deutsche Wohnen AG in the spring, and by the public takeover offer made to the shareholders of conwert Immobilien Invest SE, Vienna, Austria in the second half of the fiscal year.

On November 17, 2016, Vonovia SE had published a voluntary public takeover offer for the assumption of control, pursuant to Section 25a of the Austrian Takeover Act (UebG), made to the shareholders of conwert Immobilien Invest SE, Vienna, Austria (conwert), which had been accepted by 71.54% of the shareholders by the end of the acceptance deadline at 5 p.m. local time in Vienna, Austria on December 19, 2016.

The special effects associated with the two takeover offers had an impact on the results of operations in 2016, as did the refinancing measures and the impact of company law measures. Income was also characterized by the revised Group fee charging system, which now includes the GAGFAH and SÜDEWO portfolios in full. The acquisition of the Deutsche Wohnen shares resulted in the flow of € 9.1 million in dividends to the company in the fiscal year.

The main effects on the results of operations for the 2016 fiscal year are as follows:

  • Higher income from the revised Group fee charging system in the amount of € 74.0 million.
  • Expenses passed on by Vonovia Finance B.V., Amsterdam, the Netherlands, on the basis of the structural agreement relating to the financing of the public takeover offer made to the shareholders of Deutsche Wohnen AG and due to interest rate hedging transactions in the amount of € 74.2 million.
  • Drop in structural and consultancy expenses.
  • An improvement in the financial result of € 122.2 million resulting from profit transfers that were up by € 101.1 million due to company law measures and an improvement in the net interest expense of € 10.5 million, as well as the collection of the dividend paid by Deutsche Wohnen AG.

Personnel expenses came to € 33.7 million in 2016, on a par with the previous year. Depreciation and amortization increased due to volume-related aspects. Tax expenses had been affected by tax reimbursements for earlier years of € 5.0 million in the previous year.

Income Statement*

in € million

 

2016

 

2015

*

The prior-year values are only of limited comparative value due to the first-time use of the German Accounting Directive Implementation Act (BILRUG).

 

 

 

 

 

Revenues

 

139.0

 

Income from onward-charging and services

 

26.0

 

81.7

Other income

 

18.4

 

9.1

Expenses for external services

 

-57.2

 

Personel expenses

 

-33.7

 

-33.7

Other administrative expenses

 

-211.6

 

-269.8

Loss (profit) before financial result and tax

 

-119.1

 

-212.7

Income from profit transfer

 

114.1

 

42.9

Income from investments

 

11.0

 

4.9

Write-down of financial assets

 

 

-4.5

Interest and similar income

 

9.9

 

11.7

Expense from the assumption of losses

 

-16.1

 

-46.0

Interest and similar expense

 

-62.3

 

-74.5

Tax

 

-1.6

 

5.0

Net loss for the year

 

-64.1

 

-273.2

Net Assets and Financial Position of Vonovia SE

The company’s assets of € 8,486.9 million are largely characterized by financial assets, which rose by € 393.3 million in 2016 due to the acquisition of the shares in Deutsche Wohnen AG. A capital increase at Vonovia Finance B.V. in the amount of € 95.0 million, designed to create a more advantageous balance sheet structure, also increased financial assets in 2016.

The intangible assets and property, plant and equipment increased due to IT investments.

Net current assets, however, are governed by the Group financing. The Group’s net lending/borrowing position improved by a total of € 960.3 million in 2016. This includes the reduction of the position vis-à-vis Vonovia Finance B.V. in line with the intended reduction in cash and cash equivalents and securities used to repay borrowed funds within the Group.

The provisions fell by € 25.7 million due to the drop in the provisions for outstanding invoices, which had been higher in connection with the public takeover offer for Deutsche Wohnen AG in the previous year than they were in connection with the offer for conwert Immobilien Invest SE.

Equity fell in 2016 due to the dividend distribution and the net loss for the year.

For the 2016 fiscal year, a dividend distribution of € 521,920,698.88 is to be resolved at the Annual General Meeting to be held on May 16, 2017. This corresponds to € 1.12 per share.

In order to provide the necessary profit, € 558,511,606.44 million was taken from the capital reserves.

Assets

in € million

 

Dec. 31, 2016

 

Dec. 31, 2015

 

 

 

 

 

Financial assets

 

8,486.9

 

7,995.7

Other assets

 

16.9

 

9.0

Receivables from affiliated companies

 

1,083.4

 

856.2

Other receivables and assets

 

10.4

 

9.9

Securities

 

 

999.9

Cash and cash equivalents

 

914.0

 

1,864.6

Total assets

 

10,511.6

 

11,735.3

Equity and liabilities

in € million

 

Dec. 31, 2016

 

Dec. 31, 2015

 

 

 

 

 

Equity

 

6,662.2

 

7,164.3

Provisions

 

124.7

 

150.4

Liabilities to banks

 

32.0

 

Liabilities to affiliated companies

 

3,678.0

 

4,411.1

Other liabilities

 

14.7

 

9.5

Total equity and liabilities

 

10,511.6

 

11,735.3

Employees of Vonovia SE

At the end of the year, 206 people were employed by Vonovia SE (previous year: 208 employees).

Opportunities and Risks for Vonovia SE

The likely development of Vonovia SE in the 2017 fiscal year depends to a considerable extent on the development of the Group as a whole and its opportunity and risk situation. This situation is set out in the Group’s opportunity and risk report, meaning that the statements set out there in regard to the opportunity and risk situation of the Group also apply to the individual financial statements of Vonovia SE, where the risks can have an impact on the valuation of long-term financial assets and on the amount of the results of subsidiaries collected/compensated for.

Forecast for Vonovia SE

Since the company’s net assets, financial position and results of operations are determined solely by the ability of the Group companies to make positive earnings contributions and generate positive cash flows in the long term, we refer at this point to the Forecast Report for the Group. The most important financial performance indicator for the annual financial statements of Vonovia SE is the annual result.

The company’s earnings in 2016 were largely influenced by the effects referred to above, which is why the prior-year forecast of a marked improvement in earnings compared with 2015 actually materialized.

The results for the 2017 fiscal year will in turn be characterized by the results of subsidiaries collected/compensated for on the basis of profit-and-loss transfer agreements, income from services, personnel and administrative expenses and the financial result. As far as the 2017 fiscal year is concerned, we expect expenses to increase again due to the public takeover offer made to the shareholders of conwert Immobilien Invest SE and the resulting integration expenses. Earnings will also be encumbered by structuring measures under company law. By contrast, special effects seen in 2016 will cease to apply.

All in all, we expect the net loss for the 2017 fiscal year to be on a par with the figure seen in 2016.

It is still generally planned for Vonovia SE to distribute 70% of the Group’s performance indicator, , to the shareholders as a dividend. Sufficient free reserves are available to cover this.

Fair Value
Valuation pursuant to IAS 40 in conjunction with IFRS 13. The estimated value of an asset. The fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.
FFO 1
The profit or loss for the period to reflect the adjusted profit or loss from sales; period adjustments from assets held for sale; specific effects that do not relate to the period, are non-recurring or do not relate to the objective of the company; the net income from fair value adjustments of investment properties; depreciation and amortization; deferred and prior-year current taxes (tax expenses/income); transaction costs; prepayment penalties and commitment interest; valuation effects on financial instruments; the unwinding of discounting for provisions, particularly provisions for pensions, and other prior-year interest expenses and income that are not of a long-term nature.