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Annual Report 2015
KEY ASPECTS
1. Capital structure
During 2015, two capital increases of MERLIN
Properties took place, one on 11 May for an
amount of € 613,756 thousand, and another
on 7 August, for an amount of € 1,033,696
thousand.
2. Investment activity
MERLIN Properties signed on 8 June 2015
with Sacyr, S.A. a binding agreement for
the acquisition by MERLIN, in different
phases, of a majority stake (99.6%) of Testa
Inmuebles en Renta, S.A. (hereinafter, Testa).
As of 31 December 2015, according to the
terms of the agreement, MERLIN acquired a
77.01% stake of Testa. The stake and pending
payment for the remaining stake owned
by Sacyr of 22.6% was accounted for using
business combination. Additionally, on 28
October, the CNMV authorized a public
tender offer over 100% of the share capital
of Testa, addressed to 581,609 shares (0.38%
of the share capital of Testa) at a price of €
13.54 per share. 81.2% of the shares tendered
the offer, representing 0.31% of the share
capital of Testa. MERLIN does therefore
holds a 77.32% of Testa as of 31 December,
2015, which has represented a total
disbursement of € 1,669,863 thousand euros.
During 2015, MERLIN Properties, apart
from Testa, has acquired 48 assets and
a 32% stake in CILSA (ZAL-Port). These
acquisitions have represented an aggregate
disbursement of € 372,076 thousand
(including transaction costs)
3. Commercial portfolio
After the acquisition of Testa and the
acquisitions of other assets in 2015, MERLIN
Properties owns a commercial real estate
comprising 1,014 fully owned assets (plus
7 minorities stakes accounted as equity
method), with a stock gross lettable area
(“stock G.L.A.”) of 1,865,487 sqm and 8 assets
under development, with a development
gross lettable area (“development G.L.A.”)
of 223,024 sqm. The portfolio gross asset
value (“GAV”), in accordance with Savills
and CBRE valuation as of 31 December
2015, plus advanced payments for forward
purchases projects (“Gross Asset Value” or
“GAV”) amounts to € 6,052,665 thousand.
The net asset value, following EPRA
recommendations (“EPRA Net Asset Value”
or “EPRA NAV”), amounts to € 3,181,246
thousand (€ 9.85 per share). Adjusted EPRA
NAV, once deducted the goodwill arising as
a result of Testa acquisition, outstanding as
of 31 December 2015 (€ 199,696 thousand),
amounts to € 2,981,547 thousand (€ 9.23
per share).
4. Results
In 2015, MERLIN recorded revenues of
€ 216,781 thousand, a recurring EBITDA
of € 186,691 thousand, an EBITDA of
€ 161,252 thousand, a recurring FFO
of € 133,097 thousand, a net consolidated
result of € 49,078 thousand attributable to
the parent company, and a net consolidated
result excluding the net cost of the business
combination of Testa and Obraser (€ 231,797
thousand) of € 280,930 thousand. These
results include the full consolidation of Testa
from 30 June to 31 December.