Annual Report 2016
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AR 16 ANNUAL REPORT 2016 ANNUAL AR16 REPORT 2016 MERLIN PROPERTIES IS THE LEADING SOCIMI IN THE SPANISH REAL ESTATE MARKET Letter from the Chairman 6 Letter from the CEO 8 01. Organization and structure 12 02. Key aspects 20 03. Business performance 26 04. Acquisitions, refurbishments and developments 34 05. Portfolio valuation 38 06. Financial statements 42 07. EPRA metrics 52 08. Events post-closing 56 09. Stock exchange evolution 58 10. Dividend policy 62 11. Main risks and uncertainties 64 12. Treasury shares 66 13. Corporate responsibility 68 14. Staff 78 APPENDIX EPRA metrics calculation 81 Alternative measures of performance 84 List of assets 86 Asset location maps 92 LETTER FROM THE CHAIRMAN Dear shareholders, 2016 was the most intense year in the short life of MERLIN Properties and marks a turning point with regard to its future. Following the acquisition of Testa in 2015, MERLIN became a benchmark company in Spain in the fledgling sector of real estate investment trusts (REITs) and became a leader in the offices and logistics markets. 2016 was no less significant and brought the integration of Metrovacesa’s commercial assets and the contribution of the rental portfolio to Testa Residencial, which makes our company a leader in all markets in which it operates. Mr. Javier García-Carranza Non-Executive Chairman The integration of Metrovacesa contributed significant value to MERLIN. First of all, we are now able to compete on the same level as the top-10 large European REITs in the sector, with all the advantages this entails for our shareholders regarding visibility, share liquidity and the ability to influence investors, tenants and authorities. Secondly, we were able to significantly consolidate our leadership position in offices in the Spanish market. MERLIN now has the most of square metres of office space in Madrid and in Barcelona of any listed company, and has almost doubled its presence in the central “We are now able to business districts (CBD) of both cities. compete on the same Third, a very significant step up in scale took place with regard to shopping level as the top-10 large centres, where we now manage 18 European REITs in the centres and are the second largest company in Spain. Lastly, but no less sector” important, we created the national leader in the growing sector of rental property, following the contribution of Metrovacesa’s portfolio to Testa Residencial. Testa Residencial now operates 8,000 rental properties in a ı 6 ı Annual Report 2016 market with a very promising outlook and MERLIN now has an asset portfolio of where being the benchmark represents a almost EUR 10 billion, which generates an significant competitive advantage given the annual gross rental income of more than tremendous fragmentation of the sector. EUR 450 million. Now we plan to look after and make the improvements to these assets 2016 was also a very intense year on two that they deserve, after two and a half years fronts: asset turnover and optimisation of of building a high-quality portfolio of assets the company’s balance sheet structure. accumulated in very favourable market Over EUR 750 million were obtained from conditions. To do this, we have the best disposals and, more importantly, these professional team and a Board of Directors disposals gave rise to a significant gain over that firmly supports their work and that the last appraisal, which shows the quality is committed to the company’s long-term and liquidity of our assets. The exclusion success. of Testa Residencial from the scope of consolidation and the sale of non-strategic Everything that MERLIN Properties assets enabled us to refine our portfolio has achieved has been thanks to its and fulfil the strategy determined since the shareholders. As the Chairman of this company’s admission to listing in 2014: to be company’s Board of Directors, I would like a benchmark in offices, retail and logistics, to express my gratitude for the support you and not to be in other non-strategic asset have shown. categories, such as hotels or residential rental properties. No less important was the excellent work carried out to optimise the company’s balance sheet. MERLIN now has the best rating granted to a Spanish real estate company: BBB by S&P and Baa2 by Moody’s. In 2016, and as the company’s debut in the debt markets, we carried out three bond issues for a total of EUR 2.35 billion. Our LTV has dropped from 49.8% to 45.5%, average maturity for debt has been extended from 3.8 years to 6.2 years, non-mortgage-backed debt has rose from 16.1% to 75.6% of total debt, and debt with fixed or hedged interest rates is 89.3%, compared to 43.3% of the previous year. ı 7 ı LETTER FROM THE CEO Dear shareholders, Around this time last year we explained that the company had consolidated a model for sustained return and maximum efficiency. The results for 2016 demonstrate what we told you one year ago: we have generated annual shareholder return of 17.2%, as a result of the growth in the net asset value per share plus dividends. EUR 0.40 per share will be distributed against 2016 period, amounting to a total of EUR 160 million, which is more than double that distributed against 2015 period. Return. Sustained and sustainable. Return is sustained given that we just announced to the market the company’s intent to Mr. Ismael Clemente CEO increase remuneration to EUR 0.44 per share with a charge to 2017 profit, a 10% increase. And this return is sustainable because it is based on a solid balance sheet that shows even better ratios today than those of one year ago, after having reduced the LTV to a fairly prudent level of 45.5%. We also talked about maximum efficiency. We manage the company by attempting to incur the least overhead costs possible for the benefit of our shareholders. This has been and will continue to be, as I will mention “The results for 2016 further on, one of our management team’s primary objectives. As this has demonstrate what we been an essential objective since the told you one year ago: we company’s incorporation, we created a cost structure based on a mathematical have generated annual formula: maximum overhead costs shareholder return of 17.2%, incurred per year is the higher of 0.6% of the net asset value (NAV) or 6% of as a result of the growth rental income. In other words, this is what in the net asset value per it costs our shareholders for MERLIN to operate. Nothing more, nothing less. share plus dividends” It is that clear and simple. No other company in the world operates this way. At other companies you only find out how much their operations cost ı 8 ı Annual Report 2016 at the end of the year, with the possibility Peninsula that no one else has: almost 1.7 of surprises. This is not how it works at million square metres at the best locations MERLIN. You know from day one. But the for our tenants. most important is not that this mechanism is new, predictable or unerring, but rather The Metrovacesa transaction also what is actually important is that when this represented the entry of Santander, BBVA ratio is calculated for other companies in the and Popular in the company’s share capital sector in Spain and in Europe, it always ends as reference shareholders. This has created up being higher. We are more efficient than enormous synergies and we are very other companies, both in Spain and abroad. grateful for their support of MERLIN, their What is our secret? At MERLIN we operate long-term vision and the support they have with a highly efficient workforce, employees always shown to our team. work hard and are extremely productive, and we have a motivated and driven team This has also been an excellent year in terms that gives their all to the company like no of asset turnover. MERLIN has continued to one else. We will take an in-depth look at grow and has entered other phases of its this later on. business plan: after years of strong growth, in 2016 we began to rotate assets that were With regard to the operating business, it no longer strategic for us. And for being is also time to take stock. This past year just the beginning, the results could not was obviously marked by the integration have been better: over EUR 760 million in of Metrovacesa, the commercial assets in divestments. What we are most pleased MERLIN and the rental portfolio in Testa with is having obtained average capital Residencial. We are very proud of what the gains greater than 7% with regard to the integration of Metrovacesa represents for last appraisal, thus creating value for our our shareholders. The transaction created shareholders and proving the liquidity of value from the very beginning and, even our portfolio with a potentially significant more importantly, it has great potential to revaluation. continue creating value in the future through dedicated and specialised management As part of this asset turnover, the integration of the asset portfolio. Metrovacesa has of Metrovacesa enabled us to exclude Testa only strengthened the unique position Residencial from the scope of consolidation, that we already had in the office market, which was one of the company’s objectives where we are now leaders, both in terms of for this year, as it is a non-strategic asset surface area and rental income in Madrid that consumed significant management and Barcelona.