|
ERPA reporting |
2 |
GROUP FINANCIALS
in EUR m
Income statement key figures
2023
2022
2021
|
Rental income (net actual rent) |
350.8 |
339.9 |
333.1 |
|
EBITDA (adjusted) total rental business |
236.4 |
233.5 |
226.1 |
|
EBITDA (adjusted) from sales Poland |
100.6 |
80.8 |
13.2 |
|
Adjusted net income from sales Poland |
82.8 |
59.3 |
6.7 |
|
Consolidated net profit |
-410.9 |
117.3 |
585.6 |
|
FFO I per share in EUR |
0.98 |
1.19 |
1.24 |
|
FFO I |
171.7 |
189.4 |
182.0 |
|
FFO II per share in EUR |
1.46 |
1.56 |
1.29 |
|
FFO II |
255.6 |
247.3 |
188.8 |
|
0 |
0 |
Balance sheet key figures
12/31/2023
12/31/2022
12/31/2021
|
Total assets |
7,299.8 |
8,214.6 |
7,088.6 |
|
Equity |
2,964.5 |
3,307.7 |
3,129.5 |
|
LTV in % |
47.0 |
46.7 |
43.2 |
|
0 |
0 |
Portfolio data
12/31/2023
12/31/2022
12/31/2021
|
Units Germany |
84,682 |
86,914 |
87,576 |
|
Units Poland (completed rental apartments) |
2,417 |
1,153 |
361 |
|
Sold units Poland |
3,586 |
1,751 |
412 |
|
Handovers in Poland |
3,812 |
3,510 |
575 |
|
GAV total (real estate assets) in EUR m |
6,574.4 |
7,481.4 |
6,735.3 |
|
GAV Germany (real estate assets) in EUR m |
5,442.9 |
6,328.8 |
6,387.4 |
|
GAV Poland (real estate assets) in EUR m |
1,131.5 |
1,152.6 |
347.9 |
|
Vacancy in % Germany (total portfolio) |
4.3 |
4.8 |
5.7 |
|
Vacancy in % Germany (residential units) |
4.0 |
4.4 |
5.4 |
|
Vacancy in % Poland (total portfolio) |
7.2 |
35.8 |
0.0 |
|
Vacancy in % Poland (residential units in operations > 1 |
|||
|
year) |
2.2 |
3.9 |
4.2 |
|
l-f-l rental growth in % Germany |
1.8 |
1.5 |
1.5 |
|
l-f-l rental growth in % Germany (incl. vacancy reduction) |
2.3 |
2.7 |
1.3 |
|
l-f-l rental growth in % Poland |
10.8 |
22.0 |
0.0 |
|
0 |
0 |
EPRA key figures
12/31/2023
12/31/2022
12/31/2021
|
EPRA Earnings per share in EUR |
0.91 |
1.08 |
1.01 |
|
EPRA NTA per share in EUR |
18.31 |
20.74 |
25.54 |
|
EPRA Net Initial Yields in % |
4.5 |
4.2 |
3.9 |
|
EPRA Vacancy Rate in % |
4.7 |
4.4 |
5.6 |
|
EPRA Cost Ratio (incl. vacancy costs) in % |
32.6 |
30.5 |
31.9 |
|
EPRA Cost Ratio (excl. vacancy costs) in % |
30.0 |
27.8 |
29.1 |
|
EPRA Loan to Value in % |
48.6 |
47.6 |
43.5 |
|
0 |
0 |
||
|
Employees |
2023 |
2022 |
2021 |
|
Number of employees |
1,816 |
1,739 |
1,390 |
|
0 |
0 |
||
|
Capital market data |
|||
|
Market cap at 12/31/2023 in EUR m |
2,316,5 |
||
|
Share capital at 12/31/2023 in EUR |
175,489,025 |
||
|
WKN/ISIN |
830350/DE0008303504 |
||
|
Number of shares at 12/31/2023 (issued) |
175,489,025 |
||
|
Number of shares at 12/31/2023 (outstanding, without |
175,523,717 |
||
|
treasury shares) |
|||
|
Free Float in % (without treasury shares) |
99.97 |
||
|
Index |
MDAX/EPRA |
|
3 |
Group financials |
TABLE OF CONTENTS
Foreword
Supervisory Board report
EPRA reporting
Combined Management report
Foundation of the group
- Overview and corporate strategy
- Group structure and organisation
- Management system
- Macroeconomic conditions and residential real estate market in Germany
- Macroeconomic conditions and residential real estate market in Poland
- Sustainable corporate development
- Sustainable Report and ESG
- Research and development
Business report
- Development of the German real estate market
- Development of the Polish real estate market
- Portfolio and strategy in Germany
- Operative business performance Germany
- Operative business performance Poland
TAG-share and capital market
- Share performance
- Share capital and capital structure
- Dividend
- Credit rating
- Change in composition of Supervisory Board
- Appointment of Management Board members as Co-CEOs
|
Results of operations, financial position and |
|||
|
net asset position |
49 |
||
|
|
Result of operations |
49 |
|
|
|
Asset position |
55 |
|
|
|
Financial position |
57 |
|
|
Report on the separate financial statements (HGB) |
62 |
||
|
Forecast, opportunities and risk report |
66 |
||
|
Opportunities and risk report |
69 |
||
|
14 |
Internal monitoring and risk management |
87 |
|
|
Disclosures in accordance with section 289a HGB |
|||
|
22 |
and section 315a HGB |
88 |
22 Corporate governance statement in accordance
|
22 |
with section 289f HGB and 315d HGB |
91 |
24 Remuneration report in accordance
|
25 |
with section 162 AktG |
92 |
|
27 |
Consolidated balance sheet |
106 |
|
29 |
Consolidated income statement |
108 |
|
Consolidated statement of comprehensive income |
109 |
|
|
31 |
||
|
Consolidated cash flow statement |
110 |
|
|
32 |
||
|
Statement of changes in consolidated equity |
111 |
|
|
33 |
||
|
33 |
Notes |
112 |
|
33 |
Summary of significant accounting policies |
112 |
|
34 |
Notes on the balance sheet |
133 |
|
36 |
Notes on the income statement |
161 |
|
38 |
Notes on cash flow statement |
167 |
|
44 |
Notes on segment reporting |
168 |
|
46 |
Disclosures of financial intruments |
172 |
|
46 |
Other information |
181 |
47 List of shareholdings in accordance
|
47 |
with section 313 Abs. 2 HGB |
186 |
|
48 |
||
|
48 |
Independant auditor' report |
191 |
|
Responsibility statement |
201 |
|
|
48 |
TAG financial calendar / contact |
202 |
|
ERPA reporting |
4 |
FOREWORD BY THE MANAGEMENT BOARD
Dear Shareholders,
Ladies and Gentlemen,
As in the previous year, the German residential property market presented a mixed picture in the 2023 financial year. On the one hand, we have the convincing fundamental data: demand for apartments, particularly in the affordable segment, remains high. Germany continues to experience immigration; the population is growing. If the latest forecasts of declining newbuild figures prove to be only halfway accurate, the imbalance between supply and demand for housing in Germany will continue to increase. As recent years have shown, this situation does not just affect the major metropolises; properties in 'B locations' will also benefit from this development.
For us as the owner of almost 85,000 residential units in Germany, this continues to be a good starting point. Of course, there are also challenges. How can we upgrade the energy efficiency of our portfolio while keeping rents affordable? Do high energy prices mean that high ancillary costs will jeopardise the affordability of rents for our tenants? As our latest results show, we at TAG can handle these challenges. Strategically, we still see ourselves in the right position with a high-yielding portfolio that is becoming more energy-efficient by the year, and that offers our tenants liveable neighbourhoods at affordable prices.
On the other hand, the sharp rise in interest rates since the beginning of 2022 leads to a question that remains difficult to answer: what are residential properties in Germany currently worth? The transaction markets provide little information on this; volumes have been too subdued in recent quarters. This uncertainty will presumably remain with us for some time to come. In the meantime, we need to act conservatively. We have done so. The rights issue in July 2022, the dividend suspensions for 2022 and 2023, and the successful disposal programme in Germany are examples of this. We have also made provisions in the balance sheet and have already recognised extensive impairments in the German portfolio.
In contrast to the German market, purchase prices for apartments are rising in Poland. A price increase of between approx. 15% and 20% was observed over the course of 2023. The high pace of immigration from Ukraine since the beginning of the war has once again significantly increased demand on the Polish housing market. In addition, a government subsidy programme supported first-time homebuyers with low-interest loans in 2023. But even before that, there was a great demand for modern new-build flats, especially in the country's large university cities, whose population is growing continuously.
But let us take a more detailed look at the results for the 2023 financial year. At EUR 171.7m, FFO I, which includes the Group's rental business, was within the guidance range. In operational terms, i.e. EBITDA from rents, we earned more than in the previous year, but higher financing costs led to a 9% year-on-year decline in FFO I. For the current financial year 2024, we expect FFO I to remain stable, i.e. again in the EUR 170-174m range. As we were able to fully
|
5 |
Group financials |
Foreword Supervisory Board report
repay the bridge financing for the acquisition of ROBYG S.A. in 2023, we expect less of a burden on the financing costs side in 2024.
In Germany, vacancy in our residential units fell from 4.5% at the beginning of the year to 4.0% in December 2023. Based on a comparable portfolio (like-for-like), total rental growth - including the effects of the vacancy reduction - of 2.3% p.a. was achieved. These are very pleasing results. At an average of less than EUR 6.00 per square metre of net rent, the residential space we offer remained affordable.
The Polish build-to-hold portfolio already comprised around 2,400 apartments at the end of 2023. Another 1,400 residential-for-rent units are under construction. Like-for-like rental growth reached 10.8% for apartments that have been in operations for more than a year. The vacancy rate for these units was 2.2% at the end of the year, compared with 3.9% at the end of the previous year.
Strong sales results in Poland in 2023 ensured that FFO II, at EUR 255.6m, exceeded the guidance of EUR 240-246m, and was up another 3% year-on-year. For 2024, we expect a temporary decline in FFO II, to between EUR 217m and EUR 223m. This is due to the lower sales result we are expecting in Poland. Results from the build-to-sell units are only realised accounting wise upon handover, even if the inflow of liquidity occurs earlier as construction activity progresses. As the vast majority of sales are made before construction begins or during the construction phase, which lasts around 18 months on average, this expected lower result essentially reflects the weaker sales figures for 2022, which were impacted by sharply rising mortgage interest rates in Poland. The significantly higher sales figures for the current financial year 2023, in which TAG sold almost 3,600 units (an increase of around 50% compared to the previous year), will lead to higher results in the p&l in the financial years from 2025 onwards.
After having already written down the German property portfolio 7.4% in the first half of the year, a further devaluation of 4.1% was recognised in the second half of 2023. These devaluations were caused by the significantly higher interest rate environment, which exceeded the operating value increases. This means that the valuation levels in the German property portfolio have fallen by c. 16% in the last 18 months, i.e. since the highest valuation estimates as at 30 June 2022. As at 31 December 2023, the portfolio is valued at a gross yield of 6.3% or at c capital value of c. EUR 1,060 per sqm. In our view, these are moderate values even in today's interest rate environment.
Despite these valuation losses, the loan to value (LTV) ratio as at 31 December 2023 remained almost unchanged year-on-year at 47.0% (31 December 2022: 46.7%). In addition to the good operating results and the suspension of a dividend payment in the 2023 financial year, this was due in particular to the residential property sales realised in Germany and Poland. In Germany, 1,373 units were sold in 2023 at a total purchase price of EUR 213.5m, generating net cash proceeds of EUR 187.4m.
In 2023, we systematically achieved our targets on the financing side with the aforementioned measures. Even though there are no significant maturities in the 2024 financial year, we still believe it makes sense to continue to act prudently. The Management Board and Supervisory Board of TAG therefore are still planning not to propose a dividend payment for the 2023 financial year at the next Annual General Meeting. The liquidity remaining in the Company as a result will be used to further strengthen the capital base and to finance new in Poland with high returns.
|
ERPA reporting |
6 |
We would like to thank you, our shareholders, for your trust in us. We are particularly pleased that, after a very weak year in 2022, TAG's share price did so well in 2023, rising by 118%. In this respect, the capital market also honoured TAG's good performance in the financial year 2023.
Finally, we would again like to thank our employees, both in Germany and in Poland. Thanks to their great commitment, we are able to lead TAG through a phase in which we remain strategically and financially well positioned despite challenging capital and transaction markets.
Yours sincerely,
|
Claudia Hoyer |
Martin Thiel |
|
COO and Co-CEO |
CFO and Co-CEO |
|
7 |
Group financials |
Foreword
Supervisory Board report
BOARD REPORT
REPORT OF THE SUPERVISORY BOARD FOR THE 2023
FINANCIAL YEAR
Dear Shareholders,
Ladies and Gentlemen,
The past financial year was once again characterised by numerous challenges. These included interest rates that remained significantly higher than in previous years, capital markets that were difficult to access and increasing bureaucracy and regulation for German companies. TAG's business model has proven to be sustainably stable under these conditions. The significant recovery in the share price reflects investors' confidence in TAG.
Collaboration with the Management Board and monitoring of the Company's management
In the 2023 financial year, the Supervisory Board performed the duties incumbent upon it in accordance with the law, the articles of association, the German Corporate Governance Code ("GCGC") and its rules of procedure with great care. It regularly advised the Management Board on the management of the Company and monitored its activities. It was also directly involved at an early stage in all decisions of fundamental importance to the Company. The Management Board reported regularly, promptly and comprehensively on all relevant issues relating to corporate planning and strategic development. The Management Board's reporting covered the economic situation and profitability of TAG and its Group Companies, the course of business, the internal control system, the risk situation, risk management, compliance and sustainability issues. Reports were submitted in writing and verbally. The Management Board was in regular contact with the respective Chairman of the Supervisory Board to coordinate important business transactions.
Composition and organisation of the Supervisory Board
|
ERPA reporting |
8 |
|
All four shareholder representatives on the Supervisory Board were to be newly elected at the Annual General Meeting on 16 May 2023. Mr Rolf Elgeti was unable to stand for re-election at short notice for personal reasons. He therefore stepped down from the Supervisory Board at the end of the Annual General Meeting. Mr Lothar Lanz's term of office also ended at this time as scheduled. Mr Lanz was no longer available for re-election as he had reached the age limit. The other existing members of the Supervisory Board, Prof. Kristin Wellner and Dr. Philipp Wagner, as well as a new member, Mr Olaf Borkers, were elected to the Supervisory Board by the Annual General Meeting. The Supervisory Board subsequently elected Mr Olaf Borkers as its Chairman.
The term of office of Ms Fatma Demirbaga-Zobel and Mr Harald Kintzel as employee representatives also ended at the end of the Annual General Meeting on 16 May 2023. On 22 September 2023, the employees elected Ms Beate Schulz and Mr Björn Eifler as their new representatives on the Supervisory Board.
Mr Eckhard Schultz became a member of the Supervisory Board for the shareholder side on 14 October 2023 by court appointment. At its meeting on 10 November 2023, the Supervisory Board elected him as its Deputy Chairman and also as Chairman of the Audit Committee. As a result, TAG's Supervisory Board was once again complete.
Following these personnel changes, the proportion of women was 33% for the Supervisory Board as a whole and 25% for the shareholder representatives. In order to achieve a higher proportion of women among the shareholder representatives, Dr. Wagner has offered to step down from the Supervisory Board at the end of the next Annual General Meeting, which is scheduled for 28 May 2024. The Supervisory Board has therefore been looking for a suitable female candidate at the end of 2023 and the beginning of 2024 and plans to propose Ms Gabriela Gryger to the next Annual General Meeting as the new shareholder representative for Dr. Philipp Wagner, who will then be stepping down. Mr Eckhard Schultz will also be up for election by the shareholders at this Annual General Meeting, as his court appointment will end at this time. If the election takes place as proposed, the proportion of women on both the Supervisory Board as a whole and among the shareholder representatives will be 50% in each case.
All members of the Supervisory Board have the knowledge, skills and experience required to properly fulfil their duties. The respective professional expertise of the individual Supervisory Board members complements each other so that the Supervisory Board as a whole and its diversity is able to fulfil its tasks comprehensively. The Supervisory Board fulfils its monitoring and advisory function in accordance with the law, the Articles of Association, the GCGC and the rules of procedure. The Supervisory Board regularly reviews the effectiveness of the fulfilment of its duties at its meetings.
The Supervisory Board has formed an Audit Committee and a Personnel Committee. The Audit Committee is responsible for the preliminary review of the documents relating to the annual financial statements and the consolidated financial statements as well as the preparation of the adoption and approval of these and the Management Board's proposal for the appropriation of profits. The Committee discusses with the Management Board the principles of compliance, of risk management system and of appropriateness and effectiveness of the internal control systems, among other things. The tasks of the Audit Committee also include preparing the election of the auditor by the Annual General Meeting and reviewing the necessary independence. The members of the Audit Committee have sufficient expertise in the areas of accounting and auditing. Expertise in both areas includes reporting, including auditing, on sustainability issues.
|
9 |
Group financials |
Foreword
Supervisory Board report
The Personnel Committee, which also performs the tasks of a nomination committee, is responsible for all personnel issues relating to the Supervisory Board and the Management Board, the conclusion and content of Management Board contracts and related matters, including fixed and variable remuneration. The Personnel Committee also selects suitable candidates for nomination to the Supervisory Board at the Annual General Meeting.
The composition of the Supervisory Board and its committees is as follows:
Supervisory Board members and composition of the committees until the end of the Annual General Meeting on 16 May 2023
Supervisory Board
Audit Committee
Personnel Committee
|
Rolf Elgeti |
Chairman |
Member |
Chairman |
|
Lothar Lanz |
Deputy Chairman |
Chairman |
Member |
|
Prof. Dr. Kristin Wellner |
Member |
Member |
- |
|
Dr. Philipp K. Wagner |
Member |
- |
Member |
|
Harald Kintzel |
Member |
- |
- |
|
Fatma Demirbaga-Zobel |
Member |
- |
- |
Supervisory Board members and composition of the committees from the end of the Annual General Meeting on 16 May 2023
Supervisory Board
Audit Committee
Personnel Committee
|
Chairman4) / Deputy |
|||
|
Olaf Borkers1) |
Chairman |
Chairman5) |
Member |
|
Eckhard Schultz2) |
Deputy Chairman5) |
Chairman5) |
Deputy Chairman5) |
|
Deputy Chairman4) / |
|||
|
Prof. Dr. Kristin Wellner1) |
Member |
Member5) |
Deputy Chairman4) |
|
Dr. Philipp K. Wagner1) |
Member |
Member4) |
Chairman |
|
Beate Schulz3) |
Member |
- |
- |
|
Björn Eifler3) |
Member |
- |
- |
- Elected by the Annual General Meeting
- By court appointment (October 2023)
- Elected by the employees (September 2023) 4)/5) Until/from 10 November 2023
|
ERPA reporting |
10 |
|
Meetings of the Supervisory Board
In the 2023 financial year, the Supervisory Board held three face-to-face meetings, one hybrid meeting (i.e. the meeting participants were either present in person or connected via video conference) and eight video conferences. In thirteen cases, resolutions were passed outside of meetings by means of electronic communication. The attendance of Supervisory Board members at meetings in the past financial year was as follows:
Attendance of Supervisory
Board meetings in 2023 13 Mar (h1)) (composition of the Board
until 16 May 2023)
17 Apr (V)
10 May (V)
15 May (P)
|
Rolf Elgeti (66 %) |
x |
x |
- |
- |
|
Lothar Lanz (100%) |
x |
x |
x |
x |
|
Prof. Dr. Kristin Wellner (100%) |
x |
x |
x |
x |
|
Dr. Philipp K. Wagner (100%) |
x |
x |
x |
x |
|
Harald Kintzel (100%) |
x |
x |
x |
x |
|
Fatma Demirbaga-Zobel (100%) |
x |
x |
x |
x |
Attendance of Supervisory Board meetings in 2023 (composition of the Board from 16 May 2023)
|
16 May |
24 May |
08 Jun |
22 Jun |
08 Sep |
15 Sep |
10 Nov |
13 Nov |
|
(P) |
(t) |
(V) |
(V) |
(V) |
(P) |
(V) |
(V) |
|
Prof. Dr. Kristin Wellner (100%) |
x |
x |
x |
x |
x |
x |
x |
x |
|
Dr. Philipp K. Wagner (87%) |
x |
x |
x |
x |
- |
x |
x |
x |
|
Olaf Borkers (100%) |
x |
x |
x |
x |
x |
x |
x |
x |
|
Eckhard Schultz from 14 Oct 2023 (100%) |
x |
x |
||||||
|
Beate Schulz from 22 Sep 2023 (100%) |
x |
x |
||||||
|
Björn Eifler from 22 Sep 2023 (100%) |
x |
x |
Attendance at meetings until 05/16/2023 Audit Committee
13 Mar (h)
15 May (P)
|
Rolf Elgeti (50%) |
x |
- |
|
Lothar Lanz (100%) |
x |
x |
|
Prof. Dr. Kristin Wellner (100%) |
x |
x |
Attendance at meetings from 05/16/2023 Audit committee
15 Sep (P)
13 Dec (P)
|
Prof. Dr. Kristin Wellner (100%) |
x |
x |
|
Eckhard Schultz from 14 Oct 2023 (100%) |
x |
|
|
Olaf Borkers (100%) |
x |
x |
Attendance at meetings 2023 Personnel Committee
21 Dec
Dr. Philipp K. Wagner
Olaf Borkers
Eckhard Schultz
x
x
x
1) h = hybrid meeting, v = video conference, p = present in person, t = telephone conference
Attachments
Disclaimer
TAG Immobilien AG published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 06:06:41 UTC.
