Adler Group S.A. (ETR:ADJ)
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Apr 24, 2026, 5:35 PM CET
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Earnings Call: Q1 2023

May 25, 2023

Gundolf Moritz
Head of the investor relations, Adler Group.

Thank you, Francine. Good morning, everyone, also thank you for joining us today. As Francis said, my name is Gundolf Moritz, and I'm heading the investor relations for Adler Group. With me today are Thierry Beaudemoulin, our CEO, and Thomas Echelmeyer, CFO, who will guide you through today's presentation. At the end of the presentation, we have reserved time for a Q&A session, where Thierry and Thomas will answer any questions you may have. Please note that this call will be recorded and made available on the company's website after the call. As always, we will keep the call limited to approximately an hour. For this, I would like now to hand over to Thierry. Please go ahead.

Thierry Beaudemoulin
CEO, Adler Group

Thank you, Gundolf. First of all, I would like to thank everybody for joining us here today. I would like to start today's presentation with a brief refresher on our strategy, as well as an update on the considerable progress achieved within any of our 5 strategic pillar. In portfolio strategy, we are continuing transitioning to a very core portfolio with limited development exposure. To do so, we have and will continue to execute orderly disposal of selected portfolio and development project in the target call. In asset management, we will finalize committed CapEx on development. Additional sizable CapEx commitment have been put on hold. For our finance strategy, our ambition is to have a financially stable platform to be able actively to delever. In that regard, the implementation of the restructure plan and the access to the new money funding provided sufficient headroom to stabilize the platform.

In April, we repaid the EUR 500 million Adler Real Estate 2023 bond with the liquidity provided by the new money funding. On the 9th of May, we launched a tender offer and consent solicitation to the holder of the EUR 300 million Adler Real Estate 2024 notes, which will expire on 6th of June 2023. As per 22 May 2023, 93.4% of the outstanding notes have been tendered. In our corporate structure, we continue to focus on simplifying our group structure as well as streamlining the platform. Numerous steps have been taken in the recent months. We have successfully delisted our subsidiary, Consus Real Estate. The spin-out of Adler Real Estate is almost finished as the resolution to transfer the share of minority shareholder passed the Adler Real Estate general meeting.

We continue to review all options with regard to our holding, BCP. In corporate governance, the appointment of Rödl & Partner as Adler Real Estate auditor has been initiated, and as the appointment will be implemented by the board, we continue our search for an auditor for the rest of the group. Thomas Echelmeyer, Dr. Rainer Andrä, and Stefan Brendgen, who are all seasoned professionals in the real estate industry and with capital market expertise, are proposed for election as additional board member of the AGM, scheduled for 21 June 2023. Finally, the Chief Restructuring Officer will be appointed to the senior management. Let's move to page six. For this, I hand over to Thomas.

Thank you, Thierry. Also from my side, a very warm welcome to everybody joining us today. In addition to the update on the significant progress made on our five strategic pillars, please allow me to update you on the restructuring plan. In April, the new money funding was initially drawn for an initial amount of EUR 637 million, with the purpose of repaying the Adler Real Estate bond of EUR 500 million and to provide additional liquidity of EUR 80 million. The Adler Real Estate bond of EUR 500 million was already repaid on maturity on 27th of April. In parallel to that, the issuance of new shares in Adler Group to the new money lenders was settled in an amount of 22.5% on a fully diluted basis. The amendments of terms and conditions of the notes have been successfully implemented.

Thomas Echelmeyer
Interim CFO, Adler Group

As part of the amendment, the deadlines for submission of audited annual consolidated financial statements for the years 2022 and 2023 have now been extended to September 2024. We do no longer have ratio-based covenants. These are replaced with a maintenance LTV covenant, which will be tested for the first time on the 31st of December, 2024. On 9th of May, we launched a tender offer and consent solicitation in respect of the EUR 300 million Adler Real Estate 2024 bond. 93.4% of the outstanding notes have been validly tendered as per 22 of May. As a reminder, the offer will expire on the 6th of June. Moving to the key highlights on slide 8 and back to Thierry.

Thierry Beaudemoulin
CEO, Adler Group

Thanks, Thomas. Our portfolio continued to show strong operational performance in the first quarter, supported by solid underlying rental fundamentals. The like-for-like rental growth in the first quarter has been 2% year-on-year, resulting on an average rent of EUR 7.5 per square meters per month. We will provide you more detail on the rental growth drivers in a moment. Vacancy remained at a very low level, standing at 1.5% at the end of Q1, reflecting the high quality of our asset and our strong billing base. On valuation, due to the absence of portfolio appraisal in Q1, the fair value of our portfolio has not changed compared to the end of the year. Moving to our financial performance. Net Rental Income came in at EUR 53 million, compared to EUR 71 million in Q1 2022.

Effect from rental activity totaling EUR 16 million, compared to EUR 30 million in the same period of 2022. This corresponds to a one per share of 0.13 versus 0.25 in 2022. Both Net Rental Income and FFO 1 were really impacted by the significant reduction in our yielding portfolio due to the disposal of the remaining part of the eastern portfolio to Velero and KKR. The Wave One portfolio, as well as the last six portfolio sale at BCP level at the end of 2022. EBITDA stood at EUR 2.3 million, or EUR 20.2 per share at the end of the first quarter of 2022, compared to EUR 2.4 million, or EUR 20.7 per share as per Q4 2022.

Please allow me to remind you that we have decided to shift to EPRA NTA as a company main NAV metric going forward, as recommended by the new provider. Compared to Q4 2022, the EPRA LTV increased by 0.9 percentage point to 75.4. The cost of debt continued to remain stable at 2.3%, at a slightly higher level as per the end of last year. Of course, on the back of the new money funding that have been drawn on 24th of April, the cost of debt will increase significantly.

Our 235 million EUR cash balance, which is excluding cash as at BCP, combined with the new money funding, which has already been partially drawn, put us in a solid liquidity position to continue our operating activity, as well as servicing our debt obligation, bringing Adler into a stabilized position. With regard to the development activity, we have continued our effort to strengthen our balance sheet and to reduce our development exposure further. In Q1 2023, one project has been handed over, one project has been closed, and four projects have received offer or are in exclusivity. More specifically, the Königsufer is handed over successfully in Q1 2022. The sale of Wasserstadt Mitte has been closed in Q1 2023, with total gross proceeds amounting to 80 million EUR.

In total, we have an additional EUR 423 million gathering development project with offer, receive, LOI or exclusivity, including the project, Kepler-Quartier, Grand Central, Wallotstraße , and Steglitzer Kreisel . Please join me on page 10 to update you on the operational performance. The quality of our portfolio remain high, with most of the assets anchored in value. Out of 26,000 units in our portfolios, over 18,000 are located in the German capital. As per end of March 2023, the average share value of our selling portfolio stood at EUR 2,943 plus VAT. This is 3.4% lower on a like-for-like basis compared to Q1 2020. Let's move on to the next page.

Like-for-like fair value growth is close to 0 at the end of the first quarter, year-over-year basis, due to the absence of appraisal this quarter. Comparing to 1 year ago, our existing portfolio show low single-digit value decline of 3.4% on the back of negative revaluation value. For H1, we anticipate the valuation decrease in the magnitude of a single-digit percentage number, reflecting the current high interest rate environment. During the same period, the vacancy stood at 1.5%, roughly in line with the 1.3% posted on December of 2022. This is also similar to the level of year ago, when vacancy was 1.2%. Moving to page 12. At the end of the first quarter, we have realized a total like-for-like rental growth of 2%, compared to 2.1% year ago.

There are a number of factors impacting our rental growth. 1.8% decline originated from new vacancy. Two points quickly relate to vacancy reduction compared to last year, of which 1.7% come from units with CapEx investment. 0.4% retail growth come from relating at market values, of which 0.2% from unit with CapEx investment. Finally, 1.3% is attributable to indexation of existing houses. All in all, if we exclude the effect of new vacancy, we could say that rental growth would have been 3.8%. With this, our average rent was EUR 7.5 per square meters per month at the end of the year, comparable to 7.4 years ago.

I would now like to hand over to Thomas, who will update you on our financial performance.

Thomas Echelmeyer
Interim CFO, Adler Group

At the end of the first quarter of 2023, we had a portfolio of about EUR 5.2 billion worth of yielding assets, as well as approximately EUR 2.1 billion worth of GAV, sorry, in development projects. Given the fact that we anticipated sales of 63% stake in BCP, held by our subsidiary, Adler Real Estate, we continue the classification of all of these assets and their associated liabilities as assets and liabilities held for sale. Our EUR 7.3 billion total GAV excludes BCP. In the absence of portfolio breakthroughs in the first quarter, the GAV is impacted by the sales of single yielding assets located in Berlin and the handover of the forward sales project, Königsufer, albeit with their limited impacts. Please join me now on page 15.

The EPRA LTV of the group increased to 75.4%, compared to 74.5% at the end of last year. The increase between Q4 2022 and Q1 2023 is mostly explained by: first, project disposal related to the closing of the sale of Am Park. Second, interest payments and debt amortization. Third, CapEx relating to development projects and other items, including operational income and extraordinary advisory fees related to the restructuring plan. Let's have a look at the debt maturities schedule on the next page. At the end of Q1 2023, we had EUR 868 million of upcoming maturities in 2023. Out of this, we recently repaid the EUR 500 million Adler Real Estate bond with the new money funding. Seven million euro bank debt has been repaid by BCP. Another EUR 35 million was extended.

The remaining maturities for 2023 include the Adler Group convertible, maturing in November, and additional bank debt. These maturities will be covered through a combination of EUR 235 million cash on hand as per Q1 2023, with additional EUR 210 million cash held at BCP. The new money funding, expected capital recycling measures, including further refinancing efforts and additional disposals. On this last point, we are currently in discussions with lenders to refinance a big part of the mortgage debt material in 2023. Looking at the 2024 maturities, we wanted to highlight two things. Firstly, the maturity of the Adler Group bond of EUR 400 million maturing in 2024, has been extended to 31 of July, 2025, as part of the restructuring plan.

Secondly, as already mentioned, we are in process to repay the EUR 300 million Adler Real Estate bond, for which just launched a tender offer. All of this puts us in a solid position towards our maturity calendar. Let's now turn to page 17. Our gross debt position remained roughly unchanged at EUR 6.6 billion at the end of Q1 2023, compared to the end of last year. We continue to have a mostly unsecured financing structure, with 67% of our total debt, the remaining being mostly secured bank debt. When it comes to the cost of debt, the average cost of debt has increased to 2.3%, with a fixed and hedge debt of 99.2%, and with an average maturity of 3.1 years.

The additional security provided under the bondholder agreement will come with different yield profile and carry the coupon of 12.5%, which, together with the coupon step up on the bonds affected by the restructuring plan, will increase our cost of debt. Moving on to the covenants. We have already discussed in detail the EPRA LTV in the previous slide, so let's focus on the interest coverage ratio. Our ICR decreased to 0.8, below the debt coverage covenant level of 1.8 times. The unencumbered asset ratio decreased to 87.5% from 91% in the last quarter, below the 122% required level. For the avoidance of doubt, Adler Group S.A. has no longer encumbered its covenants in the way it previously did, as these have been amended as a result of the restructuring plan and refinancing.

Moving forward, a maintenance-based LTV covenant, which will be tested for the first time on 31st of December 2024, is in place. Let's move now to page 18. We ended the quarter with a cash position of EUR 235 million, below the EUR 387 million we had at the end of last year. Please let me remind you that the EUR 235 million excludes EUR 210 million of cash added BCP level, which is classified as asset held for sale at group level. With that, we would get to a position of EUR 445 million cash at hand per 31st of March 2023, excluding the new money funding, which was drawn on the 24th of April 2023.

There have been three main factors affecting the cash position during the first quarter of 2023. EUR 30 million cash out was related to the acquisition of Adler Real Estate share as part of the spin-out. A negative financing cash flow of EUR 54 million. This includes, among others, interest payments of EUR 47 million, repayment of bank debt of EUR 7,000,000 million, and smaller amortizations. We spent EUR 42 million in CapEx related to ongoing development projects at the Consus level. Lastly, we have paid EUR 38 million in connection with the restructuring and related fees. The remaining net cash flow of EUR 6,000,000 mostly relates to operational cash flow. We closely monitor our obligation and the impact on the cash position going forward. We have everything in place to meet our obligations.

Given the uncertainties in the market and sales transactions, we refrain from providing a detailed cash flow action. Thierry, now back to you.

Thierry Beaudemoulin
CEO, Adler Group

Thanks, Thomas. We would like to end the presentation with some concluding remarks. Following the approval of the restructuring plan, we have drawn the new money funding and repaid the EUR 500 million Adler Real Estate bond, covering most of the group 2023 metrics. We announced a tender offer and consent solicitation regarding the EUR 300 million Adler Real Estate bond. The offer will expire on June 6, 2023. 93.4% of the outstanding notes have been tendered as per May 22, 2023. The appointment of Rödl & Partner as Adler Real Estate auditor has been initiated and will be appointed by the board. We continue our search to add auditor for the group financial statement. We have had a strong operational performance in Q1, with a 2% like-for-like rent increase year-over-year.

Operational efficiency of the total portfolio continue to be at structurally low level at 1.5%. We have a solid quick position, including EUR 235 million cash at hand at the end of the quarter, to be expanded with the liquidity package scheduled through the agreement with our bondholders. Lastly, we can confirm our NRI guidance provided in the previous quarter. The resuming NRI guidance we may set for between EUR 207 million-EUR 290 million for full year 2023. With that, we would like to conclude the presentation and open the floor for any questions you may have. Thank you all for your attention. Gundolf, over to you for the Q&A.

Thomas Echelmeyer
Interim CFO, Adler Group

Thank you, Thierry. Directly over to Francine, please.

Speaker 9

Ladies and gentlemen, at this time, we will begin the question and answer session. Anyone who wishes to ask a question may press star followed by one. If you wish to remove yourself from the question queue, you may press star followed by two. Anyone who has a question may press star followed by one at this time. Our first question today is from Wolfgang Felix from SARRIA Asset Management. Your question, please.

Wolfgang Felix
Analyst, Zürcher Kantonalbank

Yes. Hi, thank you very much for the presentation, and congratulations for having made it through the last months. I have only two questions for you today. One is regarding your ongoing search for an auditor. I was wondering, if you're perhaps changing anything, if there's anything we can look forward to that should make us comfortable or more positive that you will find an auditor. Obviously, you've been looking for one for a long time for the group. I don't know if there are any changes or so that you could perhaps point to that make it maybe more likely going forward. That's my first question.

My second question, I think you've already spoken about it, but I must admit, the audio quality on the call today was so horrendous that I could not understand passages of what you were saying. This is about any sales of the development assets going forward. I believe you were talking about it. If you could just perhaps summarize one more time. Thank you.

Thomas Echelmeyer
Interim CFO, Adler Group

Okay. Thank you, Wolfgang, for your questions. I will handle the first question with the ongoing search for an auditor. You know, as I mentioned in my presentation, or in our presentation, yeah, we have initiated the appointment of Rödl & Partner as auditor of the Real Estate 2022 financial statements, which have to be approved by the court. Rödl & Partner will take over the Adler Real Estate audit of financial statements. They cannot do the Adler Group because they do not have any representation in Luxembourg. With respect to the group financial statement, we continue our dialogue with a number of parties after KPMG rejected the initial appointment as auditor for the audit of the financial statements for the financial year 2022....

We can assure you that management is fully engaged and will use commercially reasonable best efforts to appoint an auditor. We cannot say any further detail at this point in stage. Once we have reached a solution here, we will of course put it into the public domain directly.

Antonio Castelli
Analyst, Northigh Capital

Okay, thank you.

Thierry Beaudemoulin
CEO, Adler Group

On, on your second question, of course, to reduce our LTV is our priority number one. To sell our development portfolio is also one of our priority, because we don't intend to develop most of this project. Of course, as you have seen with the evolution of former valuation on the back of the increase of interest rates, we are still neutral point in the market. With our restructuring plan, we have now more time to dispose our development portfolio. We are actively monitoring on the market to get the best outcome out of our development to the benefit of all our stakeholder.

As you have seen, we have a large project under exclusivity, in Düsseldorf, and in Frankfurt, we will continue for closing this transaction in the course of the year. Of course, to initiate good transaction. We don't have immediate pressure to sell this asset at any condition. That's why you have seen a slowing down in this regard.

Thomas Echelmeyer
Interim CFO, Adler Group

Thank you both.

Antonio Castelli
Analyst, Northigh Capital

Okay. Thank you very much. Yes.

Speaker 9

Next question comes from Manuel Abad from ABG Sundal Collier. Your question, please.

Manuel Järnving
Analyst, Pareto Securities

Hi, good morning. One question from my side. You may have answered this before, but I think the audio quality is really difficult to hear. I just wanted to ask, is there an update on the disposals? Have you guys seen any improvement in terms of the transactions in the market that are happening? I know, previously there was a presentation that talked about minus 35% below, bid offers that you guys were getting. Is there any improvement on that? If you can just talk us through disposals and what you guys are seeing in the market.

Thierry Beaudemoulin
CEO, Adler Group

Our strategy is with the restriction plan to have time to sell assets at the best moment and at the best price. Today, the market, what you see is the volume of transaction are decreased, on the back of the increase of interest rates, you see still a bit wait-and-see mode in the market. What we are seeing is long-term equity investor, which are not using funding, are back again in the market, because, of course, there are more opportunity at the moment, but they are very conservative buyer, and transaction with this kind of investor takes time. On the other hand, you have opportunistic funds, which are looking for different buyer.

With our restructuring plan, we have time to dispose our assets at the best timing and at the best price. We have to monitor what will happen in the course in the course of a year, and to see how the volume are picking up and how the price are stabilizing. This is not yet the case at the moment, so that's why we have refrained for to go on other transaction at the moment. Of course, things generally work from one quarter to another, so we are very close to the market and to all the participants to monitor all the opportunity.

Manuel Järnving
Analyst, Pareto Securities

Okay, understood. Just one follow-up on that. The presentation says four development projects have either received an offer. Can you give us any clarity on what value that offer is? Is that at book value, much lower than book value, or at a premium? Any color on that?

Thierry Beaudemoulin
CEO, Adler Group

We are in due diligence phase and in negotiations, our interest is of course to get the highest value possible and to be close as possible to the value. I will not comment on that, but of course, when these transactions are going to be completed, you will get this answer. We expect that in the course of 2023.

Manuel Järnving
Analyst, Pareto Securities

Okay. Thank you.

Speaker 9

Ladies and gentlemen, as a reminder, if you would like to ask a question, please press star and one. I have a question from Antonio Castagna for Northlight . Please go ahead.

Antonio Castelli
Analyst, Northigh Capital

Hi, good morning. quick follow-up on the previous question in terms of you mentioning in slide four, continued progress on disposal of yielding assets. Later in the presentation, you make reference to the development assets. I was wondering if you can please give any color around what's happening around the disposal of yielding assets? The second question is regarding to the cash flow slide. In slide 18, clearly, cash flow in Q1 has been impacted by a number of one-off items. I was wondering if you can give us a bit of insight on what should consider a normalized cash flow evolution, for the company in the future, quarters.

Considering that from an interest perspective, the amount of interest paid should be reduced significantly because all the bonds have been PIK'd, and you should not have cash out. I guess it's down to have an assessment of what is your pro forma interest rate post-restructuring and what you expect as CapEx. Thank you very much.

Thierry Beaudemoulin
CEO, Adler Group

For '21 and '22, we have sold a large part of our yielding portfolio out of Berlin, and now out of 26,000 units, we have 18,000 in Berlin. As I mentioned, with our restructuring plan, we have buy funds to explore the best timing to sell the yielding assets. For the moment, we didn't see opportunity to dispose the large yielding portfolio at attractive price. We are continuing to explore that, but that's not our focus at the moment. On development project, there is expectation from our stakeholder, from the city, and from the market, that development projects are going forward. That's why we are putting that in priority. There again, we want to do it only at the right time and at the right price.

We are taking our time to do so. As I mentioned, at the moment, market is still in a bit wait-and-see mode, and the level of transaction is still limited in this first quarter. As I said before, it could change quickly. The real estate market, the appetite for the asset class is there. We are very quality asset in Berlin, in yielding. We are very attractive development project in Hamburg and Frankfurt. The market is, of course, looking to us and looking if we can do deals together, but we have time to execute that.

Thomas Echelmeyer
Interim CFO, Adler Group

Antonio, on the second question with respect to cash flow outlook and one-off items. As already pointed out and mentioned in the presentation, we refrain from providing a detailed cash flow action for the next year, given the uncertainties in the market and the sales transactions, we are currently in negotiations, and we plan to perform. However, I can tell you, and we just said it in the fiscal year 2022 investor call, that we have a huge amount of one-off fees with respect to the restructuring plan. This is about EUR 30 million-EUR 35 million, which of course, will not continue to take place. On the other side, as Thierry mentioned here already as well, that we reduce our development CapEx to the committed ones, as we will not continue to develop the development projects further on.

That means we have a decent amount of savings and liquidity, but please understand that we will refrain from giving detailed cash flow action.

Antonio Castelli
Analyst, Northigh Capital

Any indication of what the amount of CapEx between maintenance and the remaining development CapEx are you going to spend this year?

Thomas Echelmeyer
Interim CFO, Adler Group

No, we don't give the detailed projections here. We do on the yielding side, what is necessary to maintain our yielding portfolio in a good technical situation and position. As we already stated, we reduced all the development CapEx to the absolutely minimum or where we have forward sales, of course, to finalize the project.

Antonio Castelli
Analyst, Northigh Capital

How much is the maintenance?

Thierry Beaudemoulin
CEO, Adler Group

In total, we are spending EUR 5 plus quarters on maintenance and EUR 15 as CapEx. It's a long-term and sustainable amount which you see in the industry, and we intend to continue at this level going forward.

Moderator

Okay. Thank you, Antonio. Over to the next question, please.

Speaker 9

We have a follow-up question from Wolfgang Felix. Please go ahead.

Wolfgang Felix
Analyst, Zürcher Kantonalbank

Yes. Hi, thank you. One more question, if I may. You obviously have a number of, you have a small land bank, big land bank, perhaps, that you've got currently on the books recognized at residual value.

Moderator

Sorry, Wolfgang, you are difficult to hear for us. I don't know whether the mic is too close to your mouth or whatever. Can you please repeat it?

Wolfgang Felix
Analyst, Zürcher Kantonalbank

I'm sorry. I'm going to try and speak up. I hope that might help. I have a cold, so maybe it. I'm asking about your land bank. You've got a number of assets, early stage or land, that are currently recognized on your books still as, under residual value. What are the mechanisms? What could be the kind of deal structures that you could use to sell them without.

Speaker 8

... Russian EUR LTV, sort of your 1 surviving covenant. How can you do that?

Thierry Beaudemoulin
CEO, Adler Group

Yeah, the our strategy is to reduce our development exposure. So some of our projects are close to completion, are forward sell. We have part of our land bank will building permit or new bank plan at end. We are prioritizing this project. For example, in Frankfurt or Grand Central in Düsseldorf. They have a building permit at end. That's our priority for 2023. Then for 2024, we will look on our land bank at more early stage to see what is the best opportunity to sell it at the best price. Do you need to continue on planning permission, which doesn't necessarily need huge amounts to do that?

Do we need to work with investor, which will do the planning permission and have maybe longer stop date between signing and closing, and then we can exit that. Our development plots are reevaluated every 6 months, so the residual value is taking into account the strategy, either to continue to get building permits or to stop it. We are confident that we can in the next year, because we have time with the restructuring plan, that the interest for development will pick up. What we see today is investors are really focused on ESG. There's nothing to sell on the market as new build, fully ESG building, so they are forced now to look for development projects.

Our plots are in Berlin, they are in Hamburg, they are close to Frankfurt. We are confident that we can maximize the value to the location, even for plots which are at early stage.

Moderator

Thank you both.

Speaker 8

Thank you. Thank you.

Speaker 9

There are no further questions at this time, and I hand back to Thierry for closing comments.

Thierry Beaudemoulin
CEO, Adler Group

I would like to thank you all for having joined us for the first quarter. As you have seen, we are continuing to be active and to implement our strategy following our restructuring plan. We will continue to work hardly, and for those of you who, which will have the opportunity to take some summer break, I wish you all the best, and we will be happy to meet you end of August for the publication of our IPO results. Thank you, and we wish you all a good day.

Moderator

Thank you. Bye.

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