Economic Development of Vonovia SE
(Reporting on the basis of the German Commercial Code [HGB])
Vonovia SE has been entered in the commercial register of Bochum Local Court under HRB 16879 since 2017. Vonovia SE was established as Deutsche Annington Immobilien GmbH on June 17, 1998, with its registered headquarters in Frankfurt am Main, to serve as an acquisition vehicle for the purchase of residential properties by financial investors. Following further successful acquisitions over the course of time, it now forms the Vonovia Group together with its subsidiaries and is one of the leading German, Austrian and Swedish residential real estate management companies. Following the successful integration of the BUWOG Group, Vonovia also ranks among the leading real estate developers in Germany and is the market leader in Austria.
Vonovia SE performs the function of the management holding company within the Vonovia Group. In this role, it is responsible for determining and pursuing the overall strategy and for implementing this strategy by setting the company’s goals. It performs property management, project development, financing, service and coordination tasks for the Group. Furthermore, it is responsible for the management, control and monitoring system as well as risk management. To carry out these management functions, Vonovia SE also maintains service companies to which it has outsourced selected functions, allowing it to realize corresponding harmonization and standardization effects, as well as economies of scale.
The description of the company’s net assets, financial position and results of operations is based largely on the reporting of the Vonovia Group. The net assets, financial position and results of operations of Vonovia SE as the management holding company are ultimately determined by the assets of the Group companies and their ability to make sustainable positive contributions to earnings and generate positive cash flows. The company’s risk profile is therefore largely the same as the Group’s.
The preceding reporting for the Group of Vonovia SE therefore also expresses the company’s position.
The Vonovia SE annual financial statements have been prepared in accordance with the provisions of the German Commercial Code (HGB) taking into account the supplementary regulations of the German Stock Corporation Act (AktG). As a listed company, Vonovia SE is classed as a large corporation.
The annual and consolidated financial statements as well as the combined management report are published in the Federal Gazette (Bundesanzeiger).
Development of Business in 2021
Vonovia SE’s 2021 fiscal year was also dominated by the coronavirus pandemic. The top priority for Vonovia SE, as the Group parent company, was to implement the coronavirus protection measures for the employees and customers of the Vonovia Group and to maintain its business operations.
The 2021 fiscal year was also dominated by the public takeover offer made to the shareholders of Deutsche Wohnen SE to acquire the majority of its shares as well as related equity and debt capital measures. As a result of the takeover procedure, as well as purchases on the stock market and based on bilateral agreements, Vonovia SE holds 87.6% of the shares in Deutsche Wohnen SE as of December 31, 2021. This means that Vonovia holds a majority stake in, and is the controlling entity of, Deutsche Wohnen SE in accordance with the German Stock Corporation Act (AktG); Deutsche Wohnen SE is a majority-owned dependent company of Vonovia SE.
Vonovia SE increased its total equity by means of a capital increase with subscription rights in the amount of € 8,080.5 million upon entry in the commercial register on December 2, 2021. Vonovia SE also increased its total equity by € 470.3 million by means of a scrip dividend.
In 2021, Vonovia issued bonds in the amount of € 9 billion to finance the public takeover offer.
Vonovia has a BBB+ rating awarded by the rating agency Standard & Poor’s, an A3 rating awarded by Moody’s and an A- rating awarded by the European rating agency Scope.
Vonovia held its Annual General Meeting as a virtual event on April 16, 2021 due to the pandemic. A virtual Annual General Meeting is once again planned for 2022.
Results of Operations of Vonovia SE
The company regularly generates income from the charging of the services it provides, from income from investments in the form of dividend distributions from Group companies and income from the transfer of profits. Profit-and-loss transfer agreements exist with, among other entities, the service companies, which themselves generate income by charging the real estate companies for the services they have provided.
The income from investments collected is based on the net profit of the subsidiaries that is eligible for distribution, which is, in turn, calculated based on the accounting standards set out in the German Commercial Code. The main difference between these standards and the IFRS accounting principles lies in the fact that, under IFRS accounting, the fair value principle has more of an impact than the cost principle does under HGB accounting.
In the consolidated financial statements under IFRS, the properties are remeasured at periodic intervals. Under HGB, the fixed assets are stated at amortized cost, taking depreciation into account. The capitalization regulations in particular also vary.
Expenses relate largely to personnel and administrative expenses associated with the management holding function, as well as to losses to be compensated for in connection with profit-and-loss transfer agreements.
The financial result is governed by the Group financing and was dominated in 2021 by the financing of the takeover offer to acquire the majority of the shares in Deutsche Wohnen SE.
Business development in 2021 and, consequently, the result for the year are influenced to a significant degree by special effects relating to the public takeover offer to acquire a majority stake in Deutsche Wohnen SE. These include, in particular, consultancy costs and fees in connection with the financing measures as well as the equity increase. By contrast, the previous year of 2020 saw virtually no significant non-recurring items with regard to operating expenses.
Revenue and other operating income fell by € 26.9 million in total. Revenues was down by € 15.2 million, mainly due to lower income from handling business for other companies, and other operating income also fell, primarily due to lower repayment waivers.
Purchased services, as a key component of the cost of materials, fell by € 7.0 million due to lower externally purchased services.
Personnel expenses came to € 31.3 million in 2021 as against € 38.4 million in 2020 due to lower allocations to the long-term incentive program.
The other administrative expenses recognized in other operating expenses come to around € 120 million in the 2021 fiscal year after adjustments to reflect the main special effects relating to the acquisition of the majority stake in Deutsche Wohnen SE, down slightly by around € 2.6 million in a year-on-year comparison.
The special effects in other operating expenses amount to around € 303 million. They mainly relate to expenses in connection with the financing measures as well as the capital increase.
Net financial expenses rose by € 51.2 million in total. Interest expenses of € 46.1 million due to the increase in debt financing made a considerable contribution to this trend. Net interest expenses vis-à-vis affiliated companies increased by € 5.0 million in total. This means that the increase in net financial expenses is due to volume-related and structural factors.
At € 172.9 million, income from investments in the 2021 fiscal year is € 48.6 million lower than in the 2020 fiscal year, when it came to € 221.4 million. Income from investments include € 9.9 million in Deutsche Wohnen SE dividends.
All in all, the net contribution to earnings made by profit and loss transfers fell by € 60.1 million. While the losses assumed fell considerably, by € 43.3 million to € 5.3 million, profit transfers also fell, by € 103.5 million. The prior-year figures were influenced by internal company law measures and special effects.
Tax expense in 2021 amounts to € 61.8 million as against € 12.5 million in the previous year, with € 4.6 million of the taxes reported for the fiscal year relating to previous years and € 57.27 million relating to deferred taxes. As the controlling company in a VAT group, Vonovia SE owes the corresponding income taxes.
Vonovia SE closed the 2021 fiscal year with a net loss of € 544,825,598.94 (2020: € 53,522,768.55).
After offsetting this loss for the year against the profit carried forward from the previous year of € 43,650,464.69, the Management Board withdrew a further € 1,826,175,134.25 from capital reserves, resulting in a net profit for the 2021 fiscal year of € 1,325,000,000.00.
The Management Board and the Supervisory Board propose to the Annual General Meeting that, of the profit of Vonovia SE as of December 31, 2021 of € 1,325,000,000.00, an amount of € 1,289,151,665.74 on the 776,597,389 shares of the share capital as of December 31, 2021 (corresponding to € 1.66 per share) be paid as a dividend to the shareholders, and that the remaining amount of € 35,848,334.26 be carried forward to the new account or be used for other dividends on shares carrying dividend rights at the time of the Annual General Meeting and which go beyond those as of December 31, 2021.
As in the 2018, 2019 and 2020 fiscal years, the dividend for the 2021 fiscal year, payable after the Annual General Meeting in April 2022, will again include the option of a non-cash dividend in shares, to the extent that the Management Board and the Supervisory Board consider this to be in the interests of the company and its shareholders.”
Vonovia SE – Income Statement
in € million
Other operating income
Cost of purchased services
Other administrative expenses
Loss (profit) before financial result and tax
Income from profit transfer
Income from investments
Income from other non-current securities and non-current loans
Interest and similar income
Expense from the assumption of losses
Interest and similar expense
Net Assets and Financial Position of Vonovia SE
The company’s asset position is characterized by the acquisition of a majority stake in Deutsche Wohnen SE, on the one hand due to the increase in shares in affiliated companies and on the other due to the increase in equity and debt capital.
The company’s non-current assets in the amount of € 39,965.4 million (previous year: € 20,626.5 million) are largely characterized by non-current financial assets in the amount of € 39,936.8 million (previous year: € 20,596.1 million). The increase in non-current financial assets in the 2021 fiscal year is due primarily to the increase in shares in affiliated companies of € 18,339.8 million due to the acquisition of shares in Deutsche Wohnen SE and the reclassification of Group financing in the amount of € 989.4 million, particularly in the real estate development segment, due to the long-term provision of financial resources.
The company’s intangible assets and tangible fixed assets fell overall due to depreciation and amortization in the normal course of business.
Net current assets (current assets less liabilities, prepaid expenses and deferred income) including cash and cash equivalents are governed by the Group financing structure, in which Vonovia SE assumes the function of the cash pool leader. Net current assets improved by € 1,177.1 million in favor of Vonovia SE in the 2021 fiscal year, with € 799.2 million of this improvement resulting from short-term investments of excess liquidity relating to the financing measures connected to the takeover offer.
The Group’s net lending/borrowing position, which comprises receivables from and liabilities to affiliated companies as well as company loans resulting from the Group financing activity, developed by a total of € 1,498.5 million in Vonovia SE’s favor in 2021.
The issue of bonds in the amount of € 9,600.0 million and the funds borrowed from banks increased Vonovia SE’s debt financing to € 14,641.1 million as of December 31, 2021 (previous year: € 1,257.7 million).
Provisions came to € 193.3 million at the end of the year (previous year: € 167.4 million), with € 84.8 million attributable to provisions for pensions (previous year: € 74.2 million) and € 35.5 million attributable to provisions for income taxes (previous year: € 32.9 million). Other provisions rose by a total of € 12.6 million as against December 31, 2020. The increase is due, on the one hand, to the allocation of a risk provision in connection with the recoverability guarantees vis-à-vis Vonovia Finance B.V., while on the other, the provision for the long-term incentive program was reduced.
Total equity increased again in the 2021 fiscal year to € 17,775.2 million due to the offer of the scrip dividend and the capital increase with subscription rights totaling € 8.1 billion. The cash dividend distribution in 2021 and the net loss for the year had the opposite effect of reducing total equity.
Vonovia SE Assets
in € million
Dec. 31, 2020
Dec. 31, 2021
in € million
Dec. 31, 2020
Dec. 31, 2021
Equity and liabilities
Receivables from affiliated companies
Other receivables and assets
Liabilities to banks
Liabilities to affiliated companies
Cash and cash equivalents
Total equity and liabilities
Cash flow from operating activities is characterized by the income and expenses relating to the performance of the management holding functions. Vonovia SE only has appreciable cash flows from investing activities when acquisitions are made. Cash flows from financing activities regularly result from changes in Group financing and from the borrowing/repayment of debt financing following the assumption of the primary Group financing function from Vonovia Finance B.V.
Employees of Vonovia SE
At the end of the 2021 fiscal year, an average of 160 people were employed at the company (2020: 161), 126 of whom were full-time employees and 34 of whom were part-time.
Opportunities and Risks for Vonovia SE
The likely development of Vonovia SE in the 2022 fiscal year depends to a considerable extent on the development of the Group as a whole and its opportunity and risk situation. This situation is set out in the Group’s opportunity and risk report, meaning that the statements set out there in regard to the opportunity and risk situation of the Group also apply to the annual financial statements of Vonovia SE prepared in accordance with German commercial law, where the risks can have an impact on the valuation of long-term financial assets and on the amount of the results of subsidiaries collected/compensated for.
Forecast for Vonovia SE
Since the company’s net assets, financial position and results of operations are determined solely by the ability of the Group companies to make positive earnings contributions and generate positive cash flows in the long term, we refer at this point to the Forecast Report for the Group. The most important financial performance indicator for the annual financial statements of Vonovia SE is the annual result.
The company’s result for 2021 is characterized primarily by the special effects from the acquisition and its financing, which played much less of a role in 2020. Without taking these special effects into account, the net loss for 2021 runs into the mid-double-digit millions, on par with the level seen in previous years, in line with the forecast.
The results for the 2022 fiscal year will in turn be characterized by the results of subsidiaries collected/compensated for on the basis of income from investments and profit-and-loss transfer agreements, income from services, personnel and administrative expenses and the financial result.
All in all, we expect the company’s result for the 2022 fiscal year to again be on a par with the figure seen in the previous years without special effects.
Vonovia plans to distribute a dividend of € 1.66 per share to the shareholders for the 2021 fiscal year. In principle, this is consistently aligned with the company’s established policy of distributing around 70% of its Group FFO, albeit taking into account the contribution made by the Deutsche Wohnen Group for the 2021 fiscal year.
Statement of the Management Board on the Economic Situation
The net assets, financial position and results of operations of the company are extremely positive, particularly given the solid financing, the resulting balanced maturity profile and the financing flexibility gained through the rating-backed bond financing with a view to both organic and external growth. The ongoing improvements to the property management processes, the expansion of the Value-add segment, Recurring Sales and a successful development business promote ongoing improvement in profitability. Developments in Germany are complemented by equally positive developments in Sweden and Austria.