Phoenix Spree Deutschland Limited
(The "Group")
FINANCIAL RESULTS FOR YEAR ENDED 31 DECEMBER 2017
ANOTHER YEAR OF STRONG PERFORMANCE - OUTLOOK REMAINS POSITIVE
Phoenix Spree Deutschland (LSE: PSDL.LN), the UK listed investment company specialising in Berlin residential real estate, today announces its full year results for the year ended 31 December 2017.
Financial Highlights
· EPRA NAV per share grew by 50.5% to €4.11 (£3.65) at 31 December 2017 (31 December 2016: €2.73 (£2.33)).
· EPRA total return per share of 53.0% for the year (2016: 22.5%).
· IFRS NAV per share grew by 56.5% to €3.96 (£3.52) at 31 December 2017 (31 December 2016: €2.53 (£2.16)).
· Gross rental income up 13.5% year-on-year to €18.1 million (2016: €15.9m).
· Profit before tax up 183.3% to €138.5 million (2016: €48.9 million).
· Net loan to value of 32.0% at 31 December 2017 (31 December 2016: 39.4%). All of the Group's debt has been refinanced within previous 18 months.
· New debt of €57.8 million signed during 2017. Average debt maturity now exceeds eight years. Average interest rate 2.1%.
· Final dividend per share of €5.0 cents (GBP: 4.4p), giving a total dividend per share of €7.3 cents (GBP: 6.4p) for 2017 (2016: €6.3 cents (GBP: 5.3p)).
Operational Highlights
· Portfolio value increased by 43.8% to €609.3 million (31 December 2016: €423.8 million), 40.1% on a like-for-like basis.
· Berlin posted largest like-for-like valuation increase at 41.8%.
· Rent per sqm increased by 4.2% to €8.0 (31 December 2016: €7.6), 6.9% on a like-for-like basis.
· Berlin like-for-like rent per sqm increased by 8.4% to €8.4 (31 December 2016: €7.7).
· Rent on new lettings of €10.3 per sqm, a 7.9% increase over 2016.
· €6.7 million invested in renovations and modernisations across the entire Portfolio during 2017, representing over one third of rental income.
· EPRA Vacancy remains low at 2.9% (31 December 2016 2.6%).
· Condominium sale completion proceeds up 191.8% to €9.5m with an average value per sqm of €3,868, a 20.1% premium to Berlin Portfolio average value per sqm as at 31 December 2017.
Portfolio now purely focussed on the attractive Berlin market
· Targeted acquisition and disposal strategy during 2017 has created a pure-play Berlin portfolio with potential for greater economies of scale and strategic benefits.
· Disposal of Central and Northern Germany portfolio notarised in December 2017 for €73.0 million, a 26% premium to the Jones Lang LaSalle valuation as at 30 June 2017.
· Sale of other non-Berlin assets during 2017, for combined proceeds of €48.3 million. All disposals at a significant premium to last reported book value.
· Contracts to acquire 366 units notarised during 2017, representing an aggregate purchase price of €55.9 million and an average price per sqm of €2,224.
· As at 20 April 2018, contracts to acquire a further 160 units in Berlin have been notarised since 31 December 2017 year end for an aggregate value of €24.8 million, representing an average price per sqm of €2,348.
Outlook
· Berlin residential demographics remain favourable, driven by strong population growth, job creation and the ongoing process of urbanisation.
· Berlin residential property prices should continue to benefit from a lack of supply and growing demand from both owner-occupiers and investors.
· High embedded value within portfolio: Berlin new leases signed at 40.1% premium to in-place rents during 2017, and 45.7% in the fourth quarter of 2017.
· Strong balance sheet, locking in long-term fixed rate debt at low interest rates, creates scope for further selective acquisitions.
· Due to careful selection, acquisition prices remain below value of in-place housing stock within the Portfolio and cost of new build construction.
· Further new condominium projects and sales are planned for the year ahead.
Robert Hingley, Chairman of Phoenix Spree Deutschland commented:
"I am delighted with the Company's performance and continued growth, our strongest year yet. Since listing in 2015, we have successfully delivered against our strategy of investing in and growing the portfolio, and realising the value from within it, resulting in a total return to shareholders of 106%. This year, we have made significant progress in focusing and growing the portfolio in Berlin, where we have an attractive pipeline of opportunities and where the market outlook remains positive, given the ongoing undersupply of rental property. With the portfolio now purely Berlin focused, I am confident that our strategy of managing the portfolio for growth, investing in the quality of our properties and selective acquisitions will continue to deliver further returns for our shareholders."
For further information please contact:
Phoenix Spree Deutschland Stuart Young |
+44 (0)20 3937 8760 |
Liberum Capital Limited (Corporate Broker) Richard Crawley Christopher Britton |
+44 (0)20 3100 2222 |
Tulchan Communications (Financial PR) Tom Murray Elizabeth Snow |
+44 (0)20 7353 4200 |
CHAIRMAN'S STATEMENT
2017 was another year of strong performance for the Company. Market conditions in the Berlin residential property sector have remained favourable and I am delighted to report that the Portfolio has recorded its best period of growth since Phoenix Spree was founded in 2007. Our financial results for the year provide further confirmation of our strategy of creating and actively managing a high-quality portfolio of Berlin assets.
A more focused portfolio
We have made significant progress in our strategy to focus the portfolio on Berlin, having disposed of a series of non-Berlin assets at a premium to book value. The proceeds from these disposals have been used to invest in the current portfolio and to fund further acquisitions in Berlin. Completion of the €73.0 million disposal of the Central and Northern Germany portfolio at a 26% premium to book value is expected in April 2018 whereupon Phoenix Spree will effectively become a pure-play Berlin fund, creating greater economies of scale.
The Board is of the view that the Berlin market remains attractive with scope to continue the strategy of investing in the existing portfolio and to grow it further through the selective acquisition of residential assets. Although the competition for assets is intense, the expertise and strong local relationships of our property advisor have enabled the Company to identify a pipeline of attractive acquisition opportunities. We are pleased to have completed or notarised a further €75.8 million of acquisitions during 2017, all of which met our acquisition criteria.
Enhancing the portfolio
The Company has continued to invest in its programme of renovations and modernisations throughout the year, as well as making a further outlay on the overall infrastructure of its properties. Many of the buildings acquired by the Company were over 100 years old and, at the time, were in a poor state of repair. The Board is committed to improving the quality of its accommodation, working in partnership with its tenants to make a positive contribution both to living standards and the environment in areas where our properties are located. Substantial investment has been made in projects encompassing outdated heating systems, plumbing, electrics, double glazing, hallways, building facades and outdoor communal areas. During 2017, the Company re-invested over a third of its rental income on improvement programmes, the highest level to date, and it is anticipated that this process will continue into 2018 as we maintain our focus on improving the overall standard of our tenanted buildings.
Strong financial performance
The Portfolio valuation has continued to benefit from strong market fundamentals in Berlin, with the ongoing undersupply of available rental property resulting in further yield compression. Portfolio and rental growth have also been driven by our active asset management strategy, including the modernisation and renovation of apartments.
On a like-for-like basis, excluding the impact of acquisitions and disposals, the Portfolio value increased by 40.1% and Berlin rental income grew by 9.1%. Our EPRA Net Asset Value per share rose by 50.5% to €4.11 and the EPRA vacancy rate remains low, ending the year below 3%. The period closed with a strong balance sheet, with a net loan to value of 32% and cash balances of €27.2 million.
The investment in the Portfolio continues to provide strong reversionary potential, with new leases in Berlin signed at an average 40.1% premium to in-place rents during the year. Rent levels for new tenants in fully refurbished apartments are set with reference to prevailing market levels and increases for existing tenants comply with the relevant regulations and local rent tables.
The Property Advisor has also continued to identify opportunities to divide and resell a small number of carefully selected apartment blocks as condominiums, the proceeds of which part fund the dividend with the balance reinvested in further acquisitions and Portfolio improvements. The average price per square metre achieved for condominiums sold or notarised represented a 26.9% premium to the average valuation per square metre for the Berlin Portfolio.
Share price and dividend
The year to 31 December 2017 provided the strongest period of share price performance since the Company's stock market listing in 2015. Between 1 January 2017 and the end of the year, the share price rose from 232 pence to 393 pence, representing an increase of 69.4%. I am delighted that Phoenix Spree ended the year as not only the best-performing listed German residential fund, but also the best-performing UK listed real estate investment company in 2017.
The Board is pleased to recommend a final dividend of €5.0 cents per share (GBP 4.4 pence per share), taking the full year dividend to €7.3 cents per share (GBP 6.4 pence per share), representing a 16% increase on the 2016 full year Euro-denominated dividend. This dividend growth is reflective of the increase in the Portfolio value during the year and is paid from operating cashflows including the disposal proceeds from condominium projects. The Company has historically aimed to provide its shareholders with a secure and progressive dividend over the medium term, and subject to the distribution requirements for Non-Mainstream Pooled Investments. Following the disposal of the non-core portfolio in Northern Germany, the Company's portfolio is almost entirely focused on Berlin, where the Board continues to see significant potential for further acquisitions and capital growth, but where rental yields have historically been lower than in other parts of Germany. These factors may affect future dividend growth.
The total dividend in respect of the 2017 financial year amounts to €7.1 million, covered from operating cashflows of €5.8 million and condominium disposal proceeds of €9.1 million (Total: €14.9 million). Since listing on the London Stock Market in June 2015, and including the final dividend for 2017, €17.3 million been returned to shareholders.
Property Advisor
The Group has continued to benefit from the expertise of its property advisor, PMM Partners ("PMM"), which combines day-to-day asset management activities, capital structure management and a busy acquisition and disposal pipeline. During 2017, PMM has continued actively to manage the Portfolio, whilst simultaneously leveraging their local network and relationships to source and acquire an attractive pipeline of new Berlin properties, as well as completing the divestment of the remainder of the Company's non-core buildings, at a premium to book value.
On the basis of the Company's strong performance over the three year's ending 31 December 2017, and the impressive growth achieved in EPRA NAV over that period, resulting in a total shareholder return for the three-year period, after all fees, of 106.4%, a performance fee under the Property Advisory Agreement to the Property Advisor of circa €34.0 million has become due. The parties have agreed to settle the performance fee (but not any further performance fees that may become due) through the issuance by the Company to the Property Advisor of 8,260,065 new shares in the Company at EPRA NAV per share. 50% of the shares issued in settlement of this fee are subject to a 12-month restriction on disposal. Application will be made for the new shares, once issued, to be admitted to trading on the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange with such admission expected to occur on or around 4 May 2018. The Board would like to thank all at PMM for their valued contribution, which is a key component of our ongoing success.
Corporate governance
The Board remains fully committed to high standards of corporate governance and behaving as a responsible business, addressing its environmental and social impacts as encapsulated in developing the Company's Corporate Responsibility Strategy. It takes very seriously its duties to operate with integrity, transparency and clear accountability towards its shareholders, tenants and other key stakeholders.
Following the year end, the Company announced the appointments of Charlotte Valeur, Jonathan Thompson and Monique O'Keefe as Independent Non-Executive Directors, and that Matthew Northover, Richard Prosser and Andrew Weaver were stepping down as a Non-Executive Directors. As well as strengthening the Board's independence, Charlotte, Jonathan and Monique bring with them a wealth of experience and insight across the real estate and advisory worlds which will be of great value to the Company as it continues to grow in years to come. Jonathan Thompson will also chair the Audit Committee.
On behalf of the Board, I thank Matthew, Richard and Andrew for their invaluable contribution to the Company during a period of considerable growth and its transition to a listed company on the Main Market of the London Stock Exchange in 2015. The Company will continue to benefit from Matthew's expertise through his ongoing involvement with PMM.
The Board has considered the principles and recommendations of the UK Corporate Governance Code and is pleased to confirm that the company complies with the provisions of the Code, where applicable.
Market Outlook
The German economy continues to benefit from record high employment levels and historically low interest rates. Economic growth reached a six-year high in 2017 and Government forecasts suggest this rate of growth will be sustained in 2018.
Berlin's economic growth continues to outstrip the broader economy, with strong growth in the business services, media and technology sectors likely to lead to job creation and net inward migration trends remaining strong.
Against this backdrop, the fundamentals of the Berlin residential market remain attractive: strong demand combined with limited supply, and high levels of transaction activity likely to be sustained by demand from both investors and owner-occupiers. With our business now fully focussed on Berlin, and underpinned by the Property Advisor's active asset management strategy, the Board looks forward to the year ahead with confidence.
OPERATING & FINANCIAL REVIEW
Financial highlights
€ million (unless otherwise stated) |
31 Dec 2017 |
31 Dec 2016 |
Gross rental income |
18.1 |
15.9 |
Profit before tax (PBT) |
138.5 |
48.9 |
Reported EPS (€) |
1.21 |
0.42 |
Investment property value |
609.3 |
423.8 |
Net debt |
195.1 |
167.1 |
Net LTV |
32.0% |
39.4% |
IFRS NAV per share (€) |
3.96 |
2.53 |
IFRS NAV per share (£) |
3.52 |
2.16 |
EPRA NAV per share (€) |
4.11 |
2.73 |
EPRA NAV per share (£) |
3.65 |
2.33 |
Dividend per share (€ cents) |
7.3 |
6.3 |
Dividend per share (£ pence) |
6.4 |
5.3 |
EPRA NAV per share total return for period (€) |
53.0% |
22.5% |
EPRA NAV per share total return for period (£) |
57.7% |
41.7% |
Financial results
Reported revenue for the period was 13.5% higher at €18.1 million (2016: €15.9 million). PBT grew to €138.5 million (2016: €48.9 million). The results include a significant net valuation gain of €157.4 million (2016: €55.2 million) and a performance fee due to the Property Advisor of €26.3 million. As previously mentioned, the cumulative fee due under the terms of the Property Advisory Agreement for the 3-year measurement period from January 2015 to December 2017 amounts to €34.0 million, to be satisfied in new shares issued at EPRA Net Asset Value. Reported earnings per share for the period were €1.21c (2016: €0.42c).
Positive pricing trends
The year to December 2017 showed a continuation of the positive pricing trends in Berlin residential property, driven by an overall improvement in German economic growth, as well as the positive demographic trends in Berlin, creating an ongoing supply-demand imbalance of available rental properties within the city. The Portfolio has also benefitted from PMM's active asset management strategy and, following a targeted programme of non-core disposals and further Berlin acquisitions, the Company is now a pure-play Berlin investment, well positioned to benefit from these positive macro and demographic factors.
Portfolio value rises by 40.1%
The Portfolio value grew by 43.8% from €423.8 million to €609.3 million during the year. Excluding the impact of acquisitions and disposals, the like-for-like increase was 40.1% (2016: 19.4%), representing the highest rate of growth in the fund's 10-year history. At the year end, the Portfolio was valued at €2,853 per sqm (31 December 2016: €1,965) which represents a gross fully-occupied yield of 3.4% (31 December 2016: 4.8%) and a net yield, using EPRA methodology, of 2.8% (31 December 2016: 4.2%).
All geographic markets registered valuation gains during the period, with Berlin seeing the largest like-for-like increase at 41.8%, followed by Central and North Germany 35.2%.
EPRA NAV increases by 50.5%
EPRA NAV per share increased by 50.5% in the period to €4.11 (£3.65) compared to €2.73 31 December 2016 (£2.33). Taking into account the dividends paid during 2017, EPRA total return per share was 53.0%, compared with 22.5% in 2016.
EPRA Vacancy remains historically low
Reported vacancy as at 31 December 2017 was 6.8%, down from 9.1% as at 31 December 2016. On an EPRA basis, which adjusts for units undergoing redevelopment or reserved for resale, vacancy was 2.9% as at 31 December 2017, compared to 2.6% as at 31 December 2016. This reflects the ongoing strength in the rental market as well as steps undertaken by the Property Advisor to reduce the time associated with re-letting.
Rental income - Growth trend continues
Gross rental income increased 13.5% to €18.1 million, compared with €15.9 million in 2016. On a like-for-like basis, rental income grew by 7.2% compared with 2016. Headline average in-place rent per sqm was €8.0 as at 31 December 2017, compared with €7.6 as at 31 December 2016. On a like-for-like basis, rent per sqm grew by 6.9% compared to 2016. Berlin saw a like-for-like increase in rent per sqm of 8.4%, and Central and North Germany 3.8%. Following the publication in May of the new Mietspiegel, or rent table, rent adjustment notifications were issued to the relevant Berlin tenants in the second half of the year. The majority of new leases signed with the Portfolio include annual indexation (or "Staffel") increases.
As at 31 December 2017, the Company annualised contracted rental income was €19.1 million.
Recent letting prices achieve new highs for the Group
The Group enjoyed another strong letting performance in 2017. A total of 382 new leases were signed, representing 13.4% of the average units owned during the period. In Berlin, average new letting prices grew by 9.4% to €11.3 per sqm (2016: €10.6 per sqm). The non-Berlin portfolio also witnessed growth, with new letting prices rising by 2.3% to €8.0 per sqm.
Significant reversionary rental potential remains
The premiums achieved on new letting prices when compared to in place rents demonstrate the significant reversionary potential within the Berlin portfolio.
During the final quarter of 2017, new lettings were signed at an average premium of 36.2% to passing rents and a record 45.7% in Berlin. The Group believes this reversionary gap should underpin rental growth in the medium term, providing a buffer against any potential slow-down in the rental market.
Further investment in the portfolio
The Group continued with its programme of renovations and modernisations, investing €6.7 million across the entire Portfolio during 2017. In the Berlin rental portfolio, €3.7 million was invested across 117 vacant units, representing an average outlay of €301 per sqm. The average premium achieved on re-letting these vacant Berlin units was 60%.
An additional €1.0 million was invested in the development of condominium projects with the remaining €2.0 million invested in the infrastructure of properties within the Portfolio for items such as heating system upgrades and improvements to indoor and outdoor communal areas. All of these are recorded in the accounts as capital expenditure. A further €1.4 million spent on repairs and maintenance was expensed through the profit and loss account, compared to €1.1 million in 2016.
Repositioning the Portfolio
When Phoenix Spree listed on the main market of the London Stock Exchange in June 2015, 63% of the assets by value were located in Berlin. Since then, the Company has been transitioning the geographic focus of assets to create a larger, more focussed Berlin portfolio offering greater economies of scale. This has involved a process of carefully selected Berlin acquisitions, combined with the disposal of non-Berlin assets. Since 2015, the Company has acquired €194.8 million of Berlin residential property, while disposing or notarising for sale assets outside of Berlin with an aggregate value of €130 million. The geographic transition was essentially completed at the end of 2017 with the notarisation of the Company's remaining Northern Germany portfolio, the sale of which is expected to complete in the second quarter of 2018. At 31 December 2017, Berlin assets were valued at €528.5 million.
Following completion of all acquisitions and disposals notarised to date, Berlin is expected to represent over 99% of the Company's portfolio value on a pro-forma basis. The Company will effectively be a pure play on Berlin's positive demographics and attractive growth prospects.
Targeted acquisitions
The Group has continued to grow in Berlin with a number of targeted acquisitions. In total, 366 units (354 residential and 12 commercial) were notarised during 2017 for an aggregate purchase price of €55.9 million, at an average price per sqm of €2,224, and annual fully occupied rent of €2.0 million. As at 31 December, 2017 €48.4 million of the notarised acquisitions had completed, with the remainder completing in the first quarter of 2018. Acquisitions have been financed using a combination of debt and equity, with a target net loan-to-value ratio of approximately 50%.
In the period from listing in June 2015 to 31 December 2017, the properties acquired by the Group were valued at €240.6 million at 31 December 2017. Properties that had completed by December 2017 were revalued by Jones Lang LaSalle ("JLL") as at December 2017 at an average 48.1% premium to purchase prices.
The Group intends to continue with its strategy of growing the Portfolio through selective Berlin acquisitions and, as at 20 April 2018, a further 160 units in Berlin had been notarised since the December 2017 year end for an aggregate value of €24.8 million, representing an average price per sqm of €2,348.
Acquisitions notarised since 2015 stock market listing
Year |
Region |
Purchase price |
Units |
Sqm |
Purchase price per sqm |
Fully occupied yield |
2015 |
Berlin |
35,760,000 |
227 |
18,197 |
1,963 |
4.3% |
2016 |
Berlin |
78,305,000 |
634 |
41,406 |
1,891 |
4.4% |
2017 |
Berlin |
55,890,000 |
366 |
25,135 |
2,224 |
3.6% |
2018 YTD |
Berlin |
24,845,000 |
160 |
10,583 |
2,348 |
3.8% |
Total |
|
194,800,000 |
1,387 |
95,321 |
2,044 |
4.0% |
Profitable non-core disposals
The Group has also sold or notarised for sale a number of properties located outside Berlin, which had been classified as non-core. These disposals generated a profitable exit and release of capital which is expected to be re-deployed into further Berlin acquisitions and further investment in the Berlin portfolio.
In April 2017, the Group completed the sale of a mixed-use property, with a high commercial component, located in Teltow, Brandenburg. The sale proceeds of €3.8 million represented a 19% premium to June 2016 book value.
In July 2017, the Group completed the sale of a portfolio of 17 properties, located in Nuremberg and Fürth, for an aggregate consideration of €35.2 million. These properties were acquired in 2007 and 2008 for an aggregate purchase price of €13.9 million and the sale proceeds represented an 11% premium to the 31 December 2016 book value.
In December 2017, the Group exchanged contracts to sell a portfolio of 34 properties located in Bremen, Hannover, Hildesheim, Verden, Delmenhorst, Kiel, Oldenburg, Lüneburg and Lübeck for an aggregate cash consideration of €73.0 million. These buildings were acquired in 2006/2007 for an aggregate purchase price of € 38.7 million and the sale price represented a 26% premium to the Jones Lang LaSalle valuation as at 30 June 2017.
Additionally, since 30 June 2017, a further four properties located in Central & North Germany were notarised for sale for a combined consideration of €6.7 million, 11% above the Jones Lang LaSalle valuation as at 30 June 2017.
Disposals notarised since June 2015 stock market listing
Region |
2015 (€) |
2016 (€) |
2017 (€) |
Premium to prior FY book value |
Nuremberg & Furth |
870,000 |
|
|
77% |
Berlin (including Greater Area) |
|
3,800,000 |
|
19% |
Baden-Wuerttemberg |
|
|
6,100,000 |
7% |
Central & North Germany |
|
|
84,050,000 |
33% |
Nuremberg & Furth |
|
|
35,170,000 |
11% |
Total |
870,000 |
3,800,000 |
125,320,000 |
26% |
Portfolio regional overview 31 December 2017
Market |
% of fund by value |
Buildings |
Resi units |
Comm units |
Total units |
Total sqm ('000) |
Annualised Gross rent (€m) |
Valuation (€m) |
Value per sqm (€) |
Fully occupied gross yield % |
Vacancy % |
EPRA Vacancy % |
Berlin (incl. Greater Area)* |
86.7 |
85 |
2,140 |
134 |
2,274 |
164.1 |
14.9 |
528.5 |
3,220.3 |
3.1 |
7.1 |
2.7 |
Central & North Germany |
12.7 |
36 |
758 |
34 |
792 |
45.8 |
3.8 |
77.1 |
1,682.8 |
5.3 |
5.7 |
4.3 |
Baden-Wurttemberg |
0.6 |
1 |
18 |
11 |
29 |
3.6 |
0.3 |
3.7 |
1,026.1 |
10.0 |
6.0 |
0 |
Total |
100% |
122 |
2,916 |
179 |
3,095 |
213.5 |
19 |
609.3 |
2,853.4 |
3.4 |
6.8 |
2.9 |
*Excludes 8 properties (180 units) notarised between September 2017 and March 2018 which had not yet completed at December 31st 2017
The Berlin portfolio delivered its strongest performance since the fund's inception, with a like-for-like uplift in value of 41.8% (31 December 2016: 19.4%). The Board continues to believe that Berlin offers excellent potential for further growth in property and rental values.
The Group's Berlin portfolio is valued at €3,220 per sqm on average. Reported average rent per sqm stood at €8.1, a year-on-year increase of 4.7% compared with 2016, reflecting strong underlying like-for-like rental growth, partially offset by the impact of recent purchases, which typically exhibit lower rental values upon acquisition. On a like-for-like basis (excluding the impact of acquisitions and disposals), the increase in rent per sqm was 8.4%. The Berlin EPRA vacancy rate remained low at 2.7% (31 December 2016: 2.6%). New leases were signed at an average rent of €11.3 per sqm during the year, a record high and a premium of 40.7% to the average in-place rent during 2017.
The Northern Germany portfolio, which was notarised for sale in its entirety in December 2017, and consisted of properties in the cities and surrounding areas of Bremen, Hanover and Kiel, reported a like-for-like valuation increase 35.2% (31 December 2016: 10.4%). Average like-for-like rent per sqm rose by 3.8% and EPRA vacancy stood at 4.3%.
Condominiums
The Group has continued with its strategy of crystallising latent value through selectively reselling apartment blocks as individual units at significant premiums to book values. This strategy is designed to take advantage of the differential that exists between the market value of a rental unit within an apartment block and the resale value of a unit as a private apartment. The process involves legally splitting the freeholds in a small number of carefully selected buildings and the sales comprise a combination of vacant and occupied units. As at 31 December 2017, 29% of properties (41% of Berlin portfolio) had been legally split to allow the Company the flexibility to decide on condominium projects, should the circumstances be advantageous.
Across the Group's three condominium projects, a total of 31 units were notarised for sale in 2017, with an aggregate sales value of €9.1 million, a 58.9% increase on 2016 notarisations. This represents an average price per sqm of €4,027, or €4,107 excluding commercial units and parking.
Condominium sales proceeds during 2017 represented a 20.1% premium to 31 December 2017 book value and the average price achieved per sqm for notarised condominiums represents a 73.6% premium to the average valuation per sqm for properties in the Berlin portfolio as at 31 December 2016, confirming the potential for valuation creation that can be achieved through apartment privatisation.
As at 31 December 2017, 65 units, representing aggregate proceeds of €17.0 million, had completed since condominium sales commenced in mid-2015. The Company expects to identify and prepare additional condominium projects for sale, either to tenants or new buyers, during 2018.
Dividend
The Board is pleased to have declared a final dividend of €5.0 cents per share (GBP 4.4 pence per share), (2016 €4.3 cents) (GBP 3.7 pence per share), which is expected to be paid on or around 29 June 2018 to shareholders on the register at close of business on 8 June 2018, with an ex-dividend date of 7 June 2018. Taking into account the interim dividend paid in October 2017, the declared dividend for 2017 is €7.3 cents per share (GBP 6.4 pence per share), (2016: €6.3 cents per share) (GBP 5.3 pence per share).
Financing
As at 31 December 2017, the Group had gross borrowings of €222.3 million (31 December 2016: €185.6 million) and cash balances of €27.2 million (31 December 2016: €18.5 million) equating to a net debt of €195.1 million (31 December 2016: €167.1 million) and a net loan to value on the Portfolio of 32.0% (31 December 2016: 39.4%). Nearly all loans have fixed interest rates and, at 31 December 2017, the blended interest rate of all loans across the Portfolio was 2.1%. The average remaining duration of the loan book at 31 December 2017 was 8.4 years (31 December 2016: 6.3 years). By 31 December 2017, all the Group's debt had been refinanced within the previous 18 months.
During the course of 2017, the following ten-year loan facilities were entered into in order to finance newly acquired properties: March 2017, €13.0 million facility; September 2017, €8.7 million facility; November 2017, €14.2 million facility. All the funds available from these facilities had been drawn as at 31 December 2017.
In February 2017, the Group successfully refinanced existing debt within Laxpan Mueller GmbH and Invador Grundbesitz GmbH, two companies acquired in 2016, which owned portfolios of Berlin properties. Existing debt of €11.2 million was repaid and a new 10 year loan of €17.5 million was arranged, resulting in an equity release to the Group of €6.2 million before costs, all of which was drawn by 31 December 2017.
In July 2017, the Group successfully refinanced €79.6 million of existing debt, while securing a further equity release of €15.7 million before costs on the same pool of properties by way of a new 10-year loan facility. With the exception of €0.6 million, all of these funds had been drawn by 31 December 2017.
In April 2017, the Group announced the disposal of a non-core portfolio of 17 properties in Nuremberg and Furth for €35.2 million. €18.3 million of the sale proceeds was used to repay debt. Further single property disposals amounting to €16.9 million were also completed during the year with related debt of €9.3 million being repaid.
In December 2017, the Group announced that it had exchanged contracts to sell a portfolio of 34 properties located in Central and North Germany for a cash consideration €73.0 million. The transaction is due to complete in the first half of 2018 and it is expected that €41.2 million of the proceeds will be used to repay debt.
Funds made available to the Group by way of equity releases or through disposals are used to invest in the existing portfolio and to fund new acquisitions. While currently well funded, the Group continues to assess its funding options for growth, including further debt, equity and joint ventures.
Market outlook
With the Portfolio now almost entirely focussed in Berlin, it is now effectively a pure-play on the positive demographics and economic trends driving the performance of the Berlin residential market.
The outlook for Germany's economy has become increasingly favourable, with positive momentum underpinned by unprecedented European Central Bank stimuli. Thanks to record-low interest rates the Bundesbank calculates that the fiscal surplus in 2017 was the highest since the country's reunification. The Ifo Institute for Economic Research estimates that the German economy will expand by 2.6% in 2018, pointing to a broad upswing that is generating record-high employment and buoyant tax revenues. Business sentiment surveys and industrial data also point towards a vibrant German performance for 2018.
Focussing specifically on Berlin, the favourable supply-demand demographics look set to remain for the foreseeable future. JLL estimate that the Berlin population grew by 18,500 in the first half of 2017, with a similar trend expected in the second half. Whilst population growth continues to fuel strong demand for Berlin residential property, scarcity of available development land, a shortage in new-build permits and high costs of construction continue to restrict supply. All-in new-build construction costs per sqm in Berlin are still estimated to be substantially higher than equivalent value per sqm of existing housing stock and the economic viability of new build projects by state-owned companies is constrained by the requirement to have at least 50% of new builds as social housing, with rents capped at €10 / sqm for at least the next 5 years.
The Berlin residential rental sector remains well regulated, offering tenants higher levels of protection. Whilst many key elements of potential new rent and planning regulations still need to be clarified following the creation of a new Grand Coalition, the direction of travel is likely to be the same, focussing on a combination of conservation areas which limit the ability to split properties into condominiums, subsidies to stimulate new supply and further rent controls. Phoenix Spree remains fully committed to operating within the regulatory framework and the Company's strategy will continue to evolve to ensure this is maintained.
The reversionary potential within the Portfolio both for rental apartments and condominiums should continue to drive performance positively in the event of any slowdown in the broader market. The Company's balance sheet remains strong, with scope for further refinancing following record appreciation in the value of our properties in 2017. We anticipate that the proceeds will be deployed into further enhancements to the existing Portfolio and, subject to the availability of properties which meet the Fund's acquisition criteria, additional Berlin acquisitions.
KEY PERFORMANCE INDICATORS
The Company has chosen a number of Key Performance Indicators, which the Board believes are relevant to help all stakeholders understand the performance of the Company and the underlying property portfolio. Our key performance metrics are stated below.
In 2017, the value of the property portfolio grew by 40.1% on a like-for-like basis (2016: 19.4%). This increase was assisted by an increase in like-for-like average rent per let sqm of 6.9% (2016: 5.3%). The EPRA vacancy rate of 2.9% has remained relatively unchanged compared with prior year (2016: 2.6%), and in line with expectations.
The Group continued with its targeted condominium programme, agreeing sales of €9.1 million during the financial year (2016: €5.7 million). EPRA NAV per share increased by 50.5% to €4.11 (2016: €2.73), and the total dividend for the year was €7.3 cents per share (GBP 6.4 pence per share) an increase of 16% (2016: €6.3 cents per share, GBP €5.3 pence per share).
Net loan to value has reduced from 39.4% at 31 December 2016 to 32% at 31 December 2017.
CORPORATE RESPONSIBILITY
Being a responsible company, balancing the different interests of our key stakeholders and addressing our environmental and social impacts is intrinsically linked to our Company Values and our business strategy and ultimately the success and sustainability of our business.
As a Board, we recognise the increasing expectation from stakeholders for companies to demonstrate that they are operating responsibly and striking a meaningful balance between pursuing economic interests whilst managing their social and environmental impacts for the benefit of all stakeholders.
Sustainability lies at the core of our business model. We often acquire properties that are in relatively poor condition and, through significant reinvestment, we modernise the apartments to improve the standard of accommodation for our customers and improve the look of the local neighbourhood.
The Board and our property advisor, PMM, have reviewed how sustainability is managed within our business and aligned these with the views of our stakeholders and business priorities to create our "Better Futures" Corporate Responsibility (CR) Plan. This Plan provides a framework to measure existing activities better while adding new initiatives to improve our overall sustainability.
Our CR Plan has four key pillars that are integrated throughout our business operations: Respecting our Environment, Investing in People, Valuing our Customers and Building our Communities.
The day-to-day running of the Company's operations is undertaken by our property advisor, PMM, who represent the majority of the operational headcount of the business, based out of offices in London and Berlin. We focus on PMM's employees within our Investing in People pillar and their offices when reviewing our direct environmental impact.
From a governance perspective, a CR Committee has been established to oversee the implementation of the Better Futures Plan, reporting on the progress to the Board and advising on any CR related material issues. We look forward to communicating our CR plans and progress to stakeholders, in due course.
POST BALANCE SHEET EVENTS
· In January 2018, the Company exchanged contracts for the acquisition of one individual property and a portfolio of four properties in Berlin with an aggregate consideration of €17.7 million. The Company also exchanged contracts to acquire two individual properties, one in February and the other in April, with an aggregate consideration of €7.1 million. These properties are still awaiting completion.
· The Company had exchanged contracts for the acquisition of two properties in Berlin with an aggregate purchase price of €7.5 million prior to the balance sheet date, which as at the balance sheet date had not yet completed. Both properties completed in Q1 2018.
· The Company exchanged contracts for the sale of 9 condominiums in Berlin with an aggregate consideration of €3.5 million. Three of these condominium sales have subsequently completed at a value of €1.1 million. The remainder are expected to complete in Q2 2018.
· The Company had exchanged contracts for the sale of five condominiums in Berlin with an aggregate sales price of €1.8 million prior to the balance sheet date, which as at the balance sheet date had not yet completed. These condominium sales have subsequently completed.
· In March 2018, The Company refinanced the debt held against a portfolio of buildings in Berlin. The new facility released equity of €7.8 million which was drawn in March 2018.
· The company has signed for a €12 million loan secured against seven properties notarised for acquisition in Q4 2017 and Q1 2018.
· The Company and the Property Advisor reached an agreement to settle the Performance fee through the issuance of 8,260,065 new shares in the Company at EPRA NAV. The settlement is expected to take place in May 2018.
EXTRACTS FROM DIRECTORS REPORT
The Directors are pleased to present their Annual Report and the audited consolidated financial statements for the year ended 31 December 2017.
General information
The Company is a public limited company and incorporated in Jersey, Channel Islands under the Companies (Jersey) Law 1991. The Company was admitted to the premium segment of the Main Market of the London Stock Exchange on 15 June 2015.
The Group's objective is to generate an attractive return for shareholders through the acquisition and active management of high quality pre-let properties in Germany. The Group is primarily invested in the residential market, supplemented with selective investments in commercial property. The majority of commercial property within the portfolio is located within residential and mixed-use properties.
Dividends
The Directors recommend a final dividend of €5.3 cents (2016: €4.3 cents) per Ordinary Share to be paid on or around 29 June 2018 to ordinary shareholders on the register on 8 June 2018.
The Directors declared a dividend of €4.3 cents per share on 26 April 2017, paid on 30 June 2017 to ordinary shareholders on the register on 9 June 2017 and a further dividend of €2.28 cents per share on 26 September 2017, paid on 20 October 2017 to ordinary shareholders on the register on 6 October 2017 (2016: €1.9 cents).
Auditor
Each of the Directors at the date of approval of this Annual Report has taken all the steps that he or she ought to have taken as a Director in order to make him or herself aware of any relevant audit information and to establish that the Group's auditor is aware of that information. The Directors are not aware of any relevant audit information which has not been disclosed to the auditor.
RSM UK Audit LLP has expressed their willingness to continue in office as auditor and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
Viability Statement
The Directors have assessed the viability of the Group over a three-year period, which is significantly longer than the 12-month period from the date of approval of the financial statements that was previously considered for going concern purposes. The Directors have chosen three years because that is the period over which the Group has sufficiently robust forecasts as part of its business plan. The Viability Statement is based on a robust assessment of those risks that would threaten the business model, future performance, solvency or liquidity of the Group. For the purposes of the Viability Statement the Directors have considered, in particular, the impact of the following factors affecting the projections of cash flows for the three-year period ending 31 December 2020:
a) the potential operating cash flow requirement of the Group;
b) seasonal fluctuations in working capital requirements;
c) property vacancy rates;
d) rent arrears and bad debts;
e) capital and administration expenditure (excluding potential acquisitions as set out below) during the period; and
f) condominium sales proceeds.
The Directors recognise that the projections of cash flows do not include the impact of further potential property acquisitions over the three-year period, as these acquisitions are ad hoc and discretionary in nature. In this respect, the Directors complete a formal review of the working capital headroom of the Group for each potential acquisition.
On the basis of the above, and assuming the principal risks are managed or mitigated as expected, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
Registered office
13-14 Esplanade
St Helier
Jersey
JE1 1EE
Channel Islands
STATEMENT OF DIRECTORS RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the consolidated financial statements in accordance with applicable law and regulations.
Jersey company law requires the Directors to prepare financial statements for each financial year, in accordance with generally accepted accounting principles. The Directors are required under the Listing Rules of the Financial Conduct Authority to prepare the financial statements in accordance with International Financial Reporting Standards ('IFRS'), as adopted by the European Union ('EU').
The financial statements are required by law and IFRS as adopted by EU to present fairly the financial position of the Group.
Under Jersey company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
In preparing the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether they have been prepared in accordance with IFRS as adopted by the EU;
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that these financial statements comply with these requirements.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' Responsibility Statement
The Directors confirm that to the best of their knowledge:
· the consolidated financial statements, prepared in accordance with the applicable set of accounting standards (as detailed above) and Company Law, give a true and fair view of the assets, liabilities, financial position and profit and loss of the issuer and the undertakings included in the consolidation taken as a whole;
· the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face, as well as the business model and strategy of the Group; and
· the Annual Report and consolidated financial statements, as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.