ANNUAL REPORT 2017
ANNUAL REPORT 2017 MERLIN PROPERTIES, THE LEADING SOCIMI IN THE SPANISH REAL ESTATE MARKET Letter from the Chairman 6 Letter from the CEO 8
O1. Organization and structure 12
O2. Business performance 20
O3. Acquisitions, refurbishments and developments 30
O4. Portfolio valuation 42
O5. Financial statements 46
O6. EPRA metrics 54
O7. Events post-closing 58
O8. Stock Exchange evolution 60
09. Dividend policy 64
10. Main risks and uncertainties 66
11. Treasury shares 68
12. Outlook / R+D information / other 70
13. Corporate responsibility 72
14. Staff 84
APPENDIX
EPRA metrics calculation 93
Alternative measures of performance 96
List of assets 97
Asset location mapss 104 LETTER FROM THE CHAIRMAN
Dear shareholders,
2017 marked the first full year of consolidation and returns for the outstanding asset base that MERLIN Properties compiled throughout 2014, 2015 and 2016. Of particular importance were the Testa acquisitions in 2015 and the integration of Metrovacesa’s commercial assets in the last quarter of 2016.
The results reported this year support the strategy implemented by the Company. In both the generation of cash flow and portfolio value growth, the Company has experienced notable development, increasing the overall return for our Mr. Javier García-Carranza Non-Executive Chairman shareholders to a rate of 21.6%.
These results, which I would describe as outstanding, are the upshot of a series of contributing factors: the healthy momentum of the Spanish real estate sector, the leading positioning of MERLIN Properties, the active management of our asset portfolio, the quality of the team that leads this company, and lastly, the incorporation of the market’s best practices into the company’s corporate governance policy.
Indeed, positive job creation data coupled with a growth in spending and “The results reported this industrial activity have propelled the year support the strategy good performance of the three sectors in which MERLIN operates. In 2017, implemented by the nearly 900,000 sqm of office space was Company.” contracted, a figure unseen since 2007. In shopping centres, a record EUR 3.9 billion in investment volume was reached. In logistics, the emergence of operators associated with online retail is leading the sector to never-before-seen figures in contract volume and income.
ı 6 ı Annual Report 2017
MERLIN Properties is the primary example But, without a doubt, the of this positive trend in the market, given its leadership position in all of the sectors support of our shareholders in which it operates. When the market does has been crucial in achieving well, MERLIN does even better: in 2017, we increased both office occupancy and our goals in 2017. renewals (+3.4% on average); in shopping centres, occupancy grew to 89.4% and This company is committed to its release spread rose an average of 4.7%; and, shareholders and to delivering sustainable in logistics, almost full employment was results over time. To achieve this, the achieved and rents on renewals increased Company has adopted the market’s best 13.4% on average. practices in corporate governance as part of its DNA. And the Company continues These data are the result of an active to make progress: it has reduced the size portfolio management policy. After two of the Board, increasing the influence intense years of investment activity, 2017 of independent directors, and in 2017, it was the turning point for the Company, approved a new compensation plan that having embarked on a very ambitious includes the best recommendations on renovation plan to extract all the value the subject and substantially improves the from our assets. A total of eight renovated Company’s alignment with its shareholders. assets were delivered over the course of the year, including the renovation of Avenida We have frankly good expectations for the Europa 1A, the new Renault headquarters, coming years and we expect to achieve the the successful opening of the sports area ambitious goals we set for ourselves with at the Marineda shopping centre, and the quality of the MERLIN team, the support the inauguration of Cabanillas I logistics of the shareholders, and the commitment park, the largest logistics development and dedication of the Board of Directors. undertaken in Spain since 2007, 100% I want to thank all of them for their excellent leased upon opening. And this is only the work this year. beginning: the Company’s plan covers major renovations through 2022.
These achievements would not have been possible without the people who make up the team at this Company. MERLIN has an excellent team of professionals, recognised as such by the market, who are truly committed to the project that this Company represents, which is evident in the low levels of employee turnover. It is a team that works with enthusiasm, entrepreneurial spirit, and responsibility, and it is the team with the highest productivity levels in Europe.
ı 7 ı LETTER FROM THE CEO
value. We are simultaneously undaunted and motivated by this challenge: holding assets is the complicated part, developing all of their potential is merely a matter of designing action plans and executing them in a timely manner. And fulfilling those plans is our specialty.
In this letter, I want to convey our enthusiasm and share with you some information about our plans for offices, shopping centres, and logistics sites that will be carried out in the coming years. The majority of refurbishments will take place prior to 2020 and will be divided into three internal projects that involve investments of more than EUR 250 million to renovate office buildings, EUR 120 million for shopping centres, and nearly EUR Mr. Ismael Clemente CEO 250 million to develop more square metres of logistics capacity.
Dear shareholders, The Landmark I Project is a plan designed to optimise the return of an initial selection of The intense investment activity in which offices that—situated in the prime locations MERLIN Properties engaged in from its of each submarket—offer immediate inception until the end of 2016, culminating potential for rental increases and value with the integration of Metrovacesa, was the appreciation after investing in restoring them result of a strategic vision: we were on the to peak condition. In 2017, we witnessed the brink of an uptrend in the real estate cycle success of this strategy with the delivery and a window of opportunity opened to of partial renovations, like Puerta de las purchase high quality assets and companies Naciones (100% let to Roche and Ferrovial), at very attractive prices. As you all know, we Eucalipto (66% let), Juan Esplandiu (98% let, took full advantage of it. That quality and with Cellnex as the primary tenant), Avenida those prices will not be seen again until a Europa (100% let to Renault and Vass) and new cycle begins. Balmes (100% let to Eugin) in Barcelona. This year’s deliveries will include Torre Glòries Today, thanks to that vision, many of those (which is progressing well, with 30% of the special assets that only appear on the market office space already let, plus the domed from time to time are part of our portfolio, observatory, which promises to become a and generated formidable returns: in 2017, main attraction in Barcelona, generating shareholder returns were outstanding, at income as soon as it opens, scheduled 21.6%, on the growth of net asset value per for summer 2019), and Torre Chamartín share plus the dividend. This year we will (about which we will have news soon). distribute EUR 216 million, 46 cents per share, From 2018-2021, the Company will focus on which is a 15% increase from 2016. executing this plan, with major renovations of landmark buildings, like Castellana 83-85, MERLIN Properties is now entering a new and Castellana 93, Alfonso XI, Plaza de Pablo exciting phase: investing in the optimisation Ruiz Picasso, Alcalá 38-40, and Princesa 5-7 of our excellent asset base to extract its in Madrid, Diagonal 605 in Barcelona, and
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Monumental and Marqués de Pombal 3 in of 2014, without the possibility of corporate Lisbon. Moreover, as soon as we lease Torre acquisitions, except for the assets acquired Chamartín as a head office or exceed two- with Saba Logística a couple of years thirds occupancy in a multi-tenant scheme, ago. In 2017, we closed the first phase of we will begin construction works on the two the previous plan with the opening of the Adequa buildings. Cabanillas I logistics park. With 202,000 sqm, it is the largest logistics development In shopping centres, the Flagship Project, a undertaken in Spain in the last decade. plan to renovate our spectacular portfolio This project, located in the pivotal Henares of urban centres, is committed to the corridor, had reached full occupancy convergence of online and physical sales. before opening, with top-tier tenants like These are ultra-prime assets, opened Luis Simões, XPO, Logista and DSV. In when the developer could still choose the the first few months of 2018, a second optimum site, with very central locations. wave of projects got underway: Gavilanes They dominate the submarkets in which (let to IDL and Coca-Cola), Meco (with they operate. We will renovate them in order Leroy Merlin), Sevilla ZAL (XPO) and San to provide clients with a more spacious Fernando I (GLS). The projects now grouped and enriching experience, incorporating in Best II will add an additional 500,000 cutting-edge technologies with the aim of sqm to the portfolio, to far exceed the supporting store concepts that consumers 2,000,000 sqm of logistics property under will want to experience and that will become management in record time. This places large showrooms for online channels and, us in a powerful leadership position with simultaneously, points at which to collect respect to our competitors. With a presence or return goods bought online, ie: spaces at all the major logistics hubs in the Iberian where online speed converges with the Peninsula, any tenant seeking to operate at personal experience. In 2017, we executed several hubs with the latest generation of pilot projects, like the innovative sports warehouses will think of MERLIN Properties area in Marineda and the Nickelodeon first and foremost. park in Thader, which are good examples of what is yet to come in 2018-2021: the These projects will be executed at the right comprehensive renovation of Larios in time, in a favourable macro environment, Malaga (which has just begun), the re- and in a real estate market with strong opening of Arturo Soria Plaza (nearly fundamentals that is clearly on the upswing. finished) and the start of works at Tres In addition, the Company’s financial strength Aguas in Madrid, El Saler in Valencia, Porto allows us to be ambitious and, at the same Pi in Palma, and Artea in Bilbao, as the time, prepare ourselves in order that when biggest renovations, not to mention the the next cycle arrives, our asset portfolio is, radical and successful youth concept of by far, of the highest quality and, thus, the X-Madrid, currently under construction. most valuable and resilient on the market. This project, which we expect to be operational in spring 2019, has opened a And what of the people who will execute field of experimentation with a type of client these projects? Last year, I spoke about and line of brands we have never worked the many virtues of the MERLIN Properties with, generating countless ideas for other team, stressing their excellence, their projects. professional skills, and their productivity. In 2017, they demonstrated their versatility and In logistics, we continue with our ambitious their ability to adapt to new tasks in a new expansion plan, mainly through land environment. It is not easy to switch from development and turnkey construction “acquisition” mode to “management” mode, under the framework of the Best II Project, to set aside Excel and contracts in favour a continuation of Best I, which has given us of construction sites and tenant services. very good results to date and allowed us to But we have a dedicated and committed position ourselves as industry leaders, after team that consistently strives to make our starting from a blank slate in the summer buildings more attractive, more efficient,
ı 9 ı more avant-garde, and better suited to the We also have superior needs of clients. But we don’t rest on our laurels, we always ask more of ourselves, it’s quality buildings that, after part of this Company’s DNA. So we innovate, the execution of the various make plans and adjust them according to market circumstances, and thanks to this improvement projects team, we execute them in a timely manner. underway, will reach never- Finally, it is important to say a few words before-seen levels of about the current strength of the MERLIN Properties project that we embarked excellence. upon (with you aboard) in 2014 and how well prepared the Company is to face the We operate in three asset categories, exogenous eventualities that threaten diversifying risks and providing us with Spain’s excellent macroeconomic situation, more flexibility than any of our competitors turbulence in financial markets, or changes in to navigate the cycles and, crucially, we the real estate cycle. are the leaders in each of those categories. This facilitates our position at the forefront After years of working with surgical precision, and enhances our ability to predict trends, our balance sheet looks very good, with the anticipate changes, and take advantage of bulk of the work concluded during a boom market opportunities. in rates and only pending a couple of small adjustments that we expect to wrap up I want to conclude by saying that none this year, the goal of which is to lengthen of these achievements would be possible maturities without affecting average costs. without the work ethic and conduct reflected All financial ratios, without exception, have in four key ideas that serve as the foundation improved relative to 2016, most notably, of our daily efforts—honesty, transparency, the progressive reduction in leveraging (we precision, and continuous growth and closed 2017 at 43.6%) and protection against learning—values of which we are extremely interest rate fluctuations, with more than proud and that I know are shared by you, our 99% coverage and an average rate of 2.23%, shareholders. including the cost of derivatives, for the next six years. We work tirelessly to improve the rating that, in the long term, helps offset the expected increase in base rates with lower spreads.
Our income statement continues to be one of the most efficient in the world, despite having absorbed margin impairments from Metrovacesa’s vacancy rate, now much improved. We are, by far, the company that generates the most cash flow per share in the industry and, to date, we cover our interest costs by nearly 4x with rental income. Our general costs, as you know, are subject to a series of limits (this year reduced to the greater of 5.75% of rent or 0.575% of NAV). Payroll and incentives, as you also know, are dependent upon those limits and, therefore, contingent on the continuous fulfilment of our internationally admired efficiency goals.
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AT A GLANCE In 2017 MERLIN Properties achieved excellent results in cash flow generation and portfolio value pushing shareholder return to a very high level TOTAL SHAREHOLDER RETURN (TSR)
Highest TSR achieved in the company’s history 0. 46 0.40 € 0.46 per share (+14% YoY)
Dividends of the period 21.6% 0.19 17.2%
21.6% 4.9% TSR rate (5.9%) 0.00
2014 2015 2016 2017 NAV PER SHARE TSR DPS Strong growth in assets revaluation € 13.25 (+18.0% YoY) 13.25
EPRA NAV per share increase 11.23 € 959.0m 10.49 Assets revaluation(1) 9.85 2014 2015 2016 2017
FFO PER SHARE / EPS NAV per share Excellent year in cash flow generation meeting upgraded guidance and offsetting 2.34 loss of € 0.06 of 2016 sales 1.59 0.62 (2) 0.60 € 0.62 (+2.0% YoY) 0.60
FFO ps 0.25
€ 2.34 (+47.1%) 0.39 0.22 2014 2015 2016 2017 EPS FFO ps EPS FINANCIAL DEBT Proactive management of the debt side resulting in lower leverage, extended maturities 3.1% 49.8% and lower exposure to interest rate fluctuations 45.5% 43.6% 38.4% 43.6% 2.2% 2.3% 2.2% Loan to Value 2.23% Average cost of debt 2014 2015 2016 2017 Loan to Value Average cost of debt
(1) € 897.4m asset revaluation of investment property in P&L + off-balance sheet revaluations (2) 2016 FFO rebased to deduct recurring taxes
ı 11 ı 01
ORGANIZATION AND STRUCTURE
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ORGANIZATION AND STRUCTURE
Strategy
MERLIN Properties Socimi, S.A. (“MERLIN”, selective rotation of high quality commercial “MERLIN Properties” or the “Company”) is a real estate assets in the “Core” and “Core company devoted to delivering sustainable plus” segments. return to shareholders through the acquisition, active management and
Office Shopping Centers 40% 20% Breadth of prime space Urban or Dominant Madrid, Barcelona and Lisbon National scale
Core & Core Plus Spain & Portugal
Best Investment governance grade practices capital structure
One of the Dividend world’s most policy: cost efficient 80% of AFFO REIT’s
Logistics High Street Retail 20% 20% National footprint High triple net cash flow “One-stop shop” solution for 3PL Inflation multiplier
ı 13 ı 2. Positioning
#1 #2 #1 #1 Office Shopping Logistics High Street Centers retail • Flexibility to offer • Mainly urban footprint • “One-stop-shop” • Excellent conditions multitenant or in high GDP/ capita solution for logistics of BBVA lease headquarter buildings areas in Spain operators wishing to agreement triple net • Capacity to adapt • Critical mass with operate across Spain lease with 1.5x HICP to the needs of the retail brands • Big footprint to annual uplift tenant match the rapid • Optimization of development of 3PL retail space in office activity buildings
Existing Existing
139 ASSETS 17 ASSETS 40 ASSETS 928 ASSETS 1,267K SQM 488K SQM 961K SQM 460K SQM € 5,219M GAV € 1,753M GAV € 648M GAV € 2,348M GAV € 217M GRI € 93M GRI € 41M GRI € 104M GRI (1)
WIP 12 ASSETS 566K SQM € 307M GAV (3) Full Consolidation € 25M GRI(3)
(2) Tres Aguas 50% Zal Port 32% 1 ASSET 44 ASSETS 67K SQM 468K SQM € 9M GRI € 29M GRI(4) Equity method
(1) Not including other, land under development and non-core land (2) Data for Minority Stakes is reported for 100% of the subsidiary (3) Total expected investment and gross rent (4) Gross annual rent as of 31/12/17, deducting ground lease expenses
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Composition
The internal management organization • Chief Executive Officer: reporting directly structure can be summarized as follows: to the Board of Directors and forming part of it. • Board of Directors: consisting of twelve directors, advised by both the Audit and • Investment Committee: reporting to the Control Committee and the Appointments CEO and consisting of the executive team, and Remuneration Committee. with a right of veto by the Chief Investment Officer.
Javier García-Carranza Non-Executive Chairman
Francisca Ortega Ismael Clemente Propietary Director CEO & Executive Vice-Chairman
Pilar Cavero Miguel Ollero Independent Director Executive Director
Juan María Aguirre 12 María Luisa Jordá Independent Director Independent Director members Chairman A&C Committee
John Gómez Hall Ana García Fau Independent Director Independent Director
Donald Johnston Alfredo Fernández Independent Director Independent Director Chairman A&R Committee Fernando Ortiz Independent Director
Appointments and Remuneration Committee Mónica Martín de Vidales Ildefonso Polo del Mármol Audit and Control Committee Secretary Vice-Secretary Independent Directors
Capital structure key data (€ thousand) Blackrock 4.0% Invesco Number of ordinary shares 469,770,750 Principal Financial Group Number of weighted shares 469,770,750 Standard Life Total equity 5,723,783 Banco Santander 22.3% Blackrock GAV 11,253,954 BBVA Net Debt 4,904,254 Net Debt / GAV 43.6% Banco Santander Free Float 73.7% Data as of 27 February 2018, according to the Free Float communications made to the CNMV
ı 15 ı BOARD OF DIRECTORS
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1. Non-Executive Chairman Javier García Carranza 2. CEO Executive Vice-Chairman Ismael Clemente 3. Executive Director Miguel Ollero 4. Independent Director Chairman A&R Committee Donald Johnston 5. Independent Director Chairman A&C Committee María Luisa Jordá 6. Independent Director Juan María Aguirre 7. Independent Director John Gómez-Hall 8. Independent Director Fernando Ortiz 9. Proprietary Director Francisca Ortega 10. Proprietary Director Dña Pilar Cavero 11. Secretary Mónica Martín de Vidales 12. Vice-Secretary Ildefonso Polo 1 3. CIO David Brush
6 13 12 7 9 5 11 8
4 2 1 3 10
ı 17 ı MANAGEMENT TEAM
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1. CEO Ismael Clemente 2. COO Miguel Ollero 3. CIO David Brush 4. Director Luis Lazaro 5. Director Inés Arellano 6. Director Miguel Oñate 7. Director Manuel García Casas 8. Director Javier Zarrabeitia 9. Director Francisco Rivas 10. Financial Director Fernando Lacadena 11. Director Fernando Ramírez 12. Director Jesús Vicente
6 8 9 10 12
7 11
4 3 1 2 5
ı 19 ı 02
BUSINESS PERFORMANCE
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GAV per asset class(1) Gross rents per asset class
6.9% 2.9%
7.4% 49.3% Hoteles 8.8% 46.3% Hoteles Residencial en alquiler Residencial en alquiler
Logístico Otros 15.6% 19.8% Otros Logístico