Adler Group S.A. (ETR:ADJ)
Germany flag Germany · Delayed Price · Currency is EUR
0.1690
-0.0010 (-0.59%)
Apr 24, 2026, 5:35 PM CET
← View all transcripts

Earnings Call: Q2 2022

Aug 30, 2022

Gundolf Moritz
Head of Investor Relations, Adler Group

Good morning to everyone. My name is Gundolf Moritz, and I'm head of investor relations at Adler Group. I would also like to welcome all participants on the internet as well as on the phone call to our H1 2022 results presentation. With me today are Stefan Kirsten, Chairman of the Board, Thierry Beaudemoulin, CEO, and Thomas Echelmeyer, CFO, becoming effective on Thursday. They will guide you through today's presentation. At the end of the presentation, we have to reserve time for a Q&A session, where Stefan, Thierry, and Thomas will answer your questions. In total, we have scheduled up to approximately one hour for the call. The call itself will be recorded and made available on our website after the call. As always, of course, I would like to draw your attention to the disclaimer slide at the end of the presentation, which you can download on our website.

With this, I would like now to hand over to Stefan. Stefan, please.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Thank you, Gundolf. Dear investors, dear stakeholders, ladies and gentlemen, I hope that you've all had enjoyed the summer holiday, and I'd like to thank you for joining today's call. After a quite exhausting first half year for the company and a holiday now, it's good to be back. Please join me on page four, where I will run you through some of the key highlights from a corporate governance perspective, and I'll limit my comments today to corporate governance. On the year-end audit, the tender process was started immediately after the AGM in June, which has now been completed, although unfortunately not leading to any results. This was disappointing but not surprising for us. Therefore, we're currently in direct contact with a number of auditing companies.

We can assure you all that the board and the management is fully engaged, and we're doing our best to find an auditor with the goal of having audited financial accounts for the fiscal year 2022. We will keep the market posted when we have a reportable outcome. On personnel, we have now added to our senior management team. I'm happy to announce the appointment of Thomas Echelmeyer, as we did with an ad hoc note yesterday, as the CFO. Shedding his interim role and becoming a permanent fixture for the group. With his expertise, especially in the real estate industry and as an ex auditor, he's exactly the right man at the right time for Adler.

In a few months, as an interim CFO, he has demonstrated all capabilities and leadership to bring Adler forward, and the board will also put him forward for board membership at the next AGM or EGM. This does not happenstance, ladies and gentlemen. This is a result of the search process with more than 30 candidates interviewed of a long list of 200, culminating in four highly qualified individuals whom we interviewed through the board, and this was one by one exercise. Congratulations, Thomas, and we will hear from him later. A few remarks about outstanding board projects. White & Case, by the way, peer-reviewed by Linklaters, are still combing through the forensic special report. No findings so far which will lead to any liabilities or legal action. We will keep the market posted as soon as any action arises from this exercise.

PricewaterhouseCoopers has nearly been through with the analysis of our compliance system. The result is quite positive. We're tying down the last loose ends in the diagnosis phase. We will then identify with PwC together the remaining gaps and close those in due course. Also, everything on track. Lastly, the board of directors together with management started the announced strategy review process today. Here from Luxembourg, this call is from our board off-site meeting. We're having a two-day off-site with advisors which will be followed up by a series of meetings so that we are able to present to you, as previously indicated, results from the process with or around the publication of the consolidated results for the third quarter, end of November 2022. That's it on governance. Now please allow me to hand over to management and especially to Thierry.

Thierry, please.

Thierry Beaudemoulin
CEO, Adler Group

Thank you, Stefan. Also from my side, I would like to thank everyone who is joining us here today on this call. As you are well aware, the last few months have not been an easy ride for us. We have had to work hard, make important decisions, and take numerous steps to reshift the group and improve. Slide five show very clearly that we have been busy, but also that we have made significant progress on our corporate governance. On the simplification and reorganization of our structure and also our disposal program. I will not go through all these events, and Stefan already touched upon the corporate governance, but please allow me to touch upon a few items. On the group reorganization, we have announced the upcoming delisting of Consus, as well as a squeeze-out of ADLER Real Estate.

Furthermore, we have taken some measures to optimize processes and structure, and in particular, the intragroup management of cash and assets. On the disposal side, we have almost completed the sale of the East portfolio to Velero/KKR , and we have sold several projects and portfolio, such as the Waypoint portfolio in Berlin, which generated the cash inflow of EUR 170 million. Lastly, I would like to touch upon BCP. On the third of August, LEG announced that it will not buy the remaining stake in BCP held by our subsidiary, ADLER Real Estate. This leaves the current situation where ADLER Real Estate owns 63%, LEG 33%, and a free float of 2%. We and ADLER Real Estate are reevaluating our position, and we continue to consider all our strategic options. We will inform you about any further development as soon as we can.

I would now like to turn to page seven to focus on the key highlights of the first two quarters. I would like to start with our operational performance, where we can say that Adler has a good first half of the year, supported by a strong portfolio performance. The like-for-like rental growth in H1 2022 has been +2.3% year-on-year, resulting in an average rent of 7.47 EUR per square meter per month, reflecting the high quality of our assets and our blue-chip tenant base. Putting the number into perspective, since December 2021, our yielding portfolio has experienced 2.3% like-for-like fair value increase. The vacancy rate continued to be at historically low level at 1.6%, substantial decrease from 3.8% a year ago.

Net rental income came in at EUR 131 million, compared to EUR 174 million in the first half of 2021. Earned from operation from rental activity totaled EUR 50 million, compared to EUR 68 million in the same period of 2021. This corresponds to FFO 1 per share of 0.42 EUR. Both NRI and FFO 1 were mainly impacted by the significant reduction in our yielding portfolio due to the completed disposal of 15,000 units to LEG and the sale of circa 14,000 units to KKR Real Estate. The EPRA NTA, as per June 2022, amounts to EUR 3.53 million or 30.08 EUR per share, compared to EUR 4.19 million or 35.72 EUR per share as per March 2022.

The LTV ratio of Adler Group went up to 58%, 52% at the end of the first quarter. Despite positive revaluation of the yielding portfolio and from disposal, the LTV was affected by write-down on receivable, impairment of goodwill, as well as negative revaluation of development projects. Thomas will tell you more about this in a few slides. Our EUR 771 million cash balance, excluding EUR 130 million net at BCP, puts us in an adequate liquidity position to continue our operating activity as well as servicing our debt obligation. Meanwhile, our cost of debt continued to be stable at 2.2%, remaining at the same level as of March. Our ICR decreased from 2.2x to 0.7x, mostly affected by the sale of our higher-yielding assets and by the negative revaluation of developments.

Thomas will give you more details in a bit. On the development activity, we have continued our effort to strengthen our balance sheet and reduce our development exposure. Holsten Quartier and Le Havre were closed with EUR 156 million proceeds. Quartier Kreuzstraße was signed, and proceeds amount to EUR 17 million were received in Q2 2022. Sale of Neue Korallusviertel was signed in Q3 2022. We are in exclusivity or LOI for New Frankfurt Tower, Vitopia-K ampus Kaiserlei and COL III. In total, we have over EUR 400 million GAV in development projects, either with offer received, LOI or exclusivity signed. However, we reflected a lower amount in our cash bridge. We will show you the detail later.

Finally, we have updated our guidance on NRI and FFO on the assumption that our stake in BCP will finally not be disposed this year. I would like to turn to page nine. As a result of the significant disposal of part of our portfolio, the quality of our remaining portfolio continued to improve, with most of the assets anchored growing. Out of 26,000 units in our portfolio, close to 19,000 are located in Berlin. This high quality of our portfolio is well reflected in the fair value performance. As of June 2022, the average fair value of our standing portfolio stood at EUR 3,061 per square meters, well above EUR 2,016 per square meter a year ago. Let's move on to the next page.

The like-for-like fair value growth stood at 2.3% at the end of the second quarter on a year-to-date basis, which again, is a clear signal of the quality of our portfolio. Compared to one year ago, our yielding portfolio showed value growth of +6%. During the same period, the vacancies stood at 1.6%. Somewhat above the 1.1% posted at December 2021, following delays in refurbishment process of vacant units. Nevertheless, this is significantly lower than a year ago when vacancy was 3.8% representing a 2.2 decrease year-on-year. Moving to page 11, you see that our residential rents are currently at EUR 7.47 per square meter per month on average, which is 14% higher than the EUR 6.55 per square meter a year ago.

The 2.3% like-for-like rental growth year-on-year mainly results from circa 0.7 indexation and circa 1.6% from reletting at market rent combined with CapEx investment and remain a healthy mix between Berlin and overseas. I would now like to hand over to Thomas, who will update you on our financial performance.

Thomas Echelmeyer
CFO, Adler Group

Thanks, Thierry. First of all, I would also like to thank everybody for joining today's call. I'm also thanking the board to entrust me with the CFO role on a permanent basis. This reflects trust in me and also indicates to you that after three months in the group, I'm still thrilled to be part of this corporate turnaround. Now back to business. Moving to page 13, I would like to touch upon some items that have significantly impacted our net profit for the first six months of the year. Despite reporting a positive and healthy NOI rental income of EUR 150 million, our net profit stood at -EUR 604 million. This has to do mainly to the following points. To start, we have decided to depreciate most of our receivables. This write-down reflects the reassessment of the realization potential of these receivables.

Constantly monitoring our assets and liabilities is at the heart of our management exercise. Nonetheless, I can assure you that we won't relax on our efforts to maximize collection of these receivables. By the way, this new assessment of the receivables can be seen in depth on page 33. Secondly, we have other expenses, including, among others, the write-down of the remaining goodwill attributable to Consus for an amount of EUR 91 million. We have provisioned for repayment in relation to BCP, and we have some losses related to forward sale projects. This is netted with a EUR 19 million income due to the consolidation of the Waypoint portfolio.

Lastly, we have experienced a total negative revaluation of EUR 147 million, which despite positive revaluation of the yielding portfolio, has been offset by the impairment of development projects driven by construction cost increases and extended construction times. Furthermore, I would like to highlight that these have been one-off and non-cash impairments. Despite all of this, our operational income continues to be strong, as reflected by the EUR 97 million NOI generated in the first two quarters of 2022. Now please join me on page 14. At the end of the second quarter, we had a portfolio of approximately EUR 5.4 billion yielding assets prior to pre-disposal, together with the development GAV of EUR 2.5 billion.

Given the fact that we anticipated the sale of the remaining 63% stake in BCP, held by our subsidiary, ADLER Real Estate, we reclassified all of these assets and their associated liabilities to assets held for sale. As such, this EUR 7.9 billion total GAV excludes BCP. During the second quarter, we handed over a number of projects and sold the Waypoint portfolio, while New Frankfurt Towers Vau Vau and Vitopia-K ampus Kaiserlei development projects have been bought back. Furthermore, we have experienced a total negative revaluation as explained earlier. I would now like to move to the next page. The loan to value ratio of the group increased to 58% compared to 52% at the end of the first quarter. This increase is mostly attributable to the impairment of receivables and the negative revaluation of the development pipeline, as just discussed.

Again, let me remind you that these have been one-off and non-cash impairments. On the other hand, the disposals of Waypoint and Kreuzstraße have had a positive effect. Let's have a look at the maturity schedule on the next page. As you can see, our debt expiration calendar is back-loaded with only 4% and 15% of debt expirations in 2022 and 2023 respectively. In recent months, we have repaid a large portion of our debt maturing in 2022. In April, we repaid the EUR 400 million ADLER Real Estate bonds, while EUR 64 million project debt at Consus level was repaid in July.

The remaining debt maturing this year consists of a EUR 120 million Consus convertible bond maturing in November, as well as bank loans mostly related to BCP. These upcoming maturities are well covered through the EUR 900 million cash on hand as per Q2 2022, as well as our active disposal. Here, we refer to cash, including cash at BCP level, as debt maturities has been shown, including the debt, the debt at BCP level as well. Let's turn to page 17. Our gross debt position at the end of the second quarter stood at EUR 7 billion. We continue to have a mostly unsecured financing structure with 64% of our total debt, with the remaining being secured. Bank debt as well as a EUR 120 million convertible bond at Consus level maturing in November.

When it comes to cost of debt, we remain at an average of 2.2% with a fixed and hedged debt of 98.5%. This puts us in a privileged position given the current environment of raising interest rates. Moving on to the covenants. We have already discussed in detail the LTV in previous slides, so let's focus on the interest coverage ratio. Our ICR decreased from 2.2x in Q1 to 0.7x below the debt incurrence covenant required 1.8x level. The main explanation for this is the sale of our higher-yielding assets, combined with a negative revaluation of our development pipeline. The unencumbered asset ratio decreased to 107% from 125% in the last quarter, below the 125% required level.

This is mostly driven by the impairments of receivables and goodwill, as well as the negative revaluation of the development portfolio. For the avoidance of doubt, these are covenant-based covenants, which means that crossing the required level does not constitute an event of default. Adler Group is restricted from incurring debt while we are below the required level. Let's move now to page 18. We ended the second quarter with a cash position of EUR 771 million, very similar to the EUR 760 million at the end of the first quarter. Please let me remind you that the EUR 771 million excludes EUR 130 million cash held at BCP level, which is classified as assets held for sale at group level.

With that, we would get to a position of EUR 901 million as per 30th of June 2022. The two main factors affecting the cash flow in Q2 have been, on the one hand, the EUR 639 million disposal, including KKR, Waypoint, as well as a remaining part of LEG. On the other hand, we have had a negative financing cash flow of approx EUR 600 million. This includes the EUR 400 million maturity at ADLER Real Estate level, some project debt repayment, and the EUR 100 million intragroup loan to BCP. For the second part of the year, we expect project sales of at least EUR 450 million-EUR 550 million, whereby more than EUR 200 million are already closed or signed as we speak.

The remainder are projects where we have received an offer. We are in LOI process or exclusivity. Here, we have been prudent in the sales realization for this year, taking a lower figure compared to the EUR 438 million GAV, as you can see on page 36. Also note that we have conservatively not accounted for any further sales where we are already in marketing process. Most remarkably, we have not accounted for the potential sale of our stake in BCP, for which we are actively exploring options. In addition to that, we expect approx EUR 320 million euro financing cash outflow based on remaining maturities, circa EUR 140 million euro development CapEx, and circa EUR 220 million of a variety of other items, including operating cash flow, receivables, buybacks, and the squeeze-out of ADLER Real Estate.

All in all, we expect to end the year at a range of EUR 534 million-EUR 634 million, excluding the cash at BCP level. Thierry, back to you.

Thierry Beaudemoulin
CEO, Adler Group

Thanks, Thomas. We would like to end with the guidance for 2022 with some concluding remarks. Due to the latest development, we have updated our NOI and FFO guidance, assuming our stake in BCP is not disposed by year-end. The resulting NOI full year guidance is therefore EUR 233 million-EUR 242 million compared to the previous EUR 203 million-EUR 212 million. The FFO 1 is EUR 84 million-EUR 86 million compared to the previous EUR 73 million-EUR 76 million. In the past, we would find a guidance on our dividend in this section. For various reasons, the board believes that any dividend policy leading to cash out is dependent on a qualified audit opinion. We therefore put a moratorium on the dividend policy.

To summarize, we have had a strong operational performance in H1. The yielding asset portfolio value increased by EUR 124 million, resulting in a 2.3% like-for-like value increase in the first three months of 2022 on the back of the 2.3% like-for-like rent increase. Operational vacancy of the total portfolio continue to be at very low level at 1.6%. Adequate financial position with EUR 771 million cash balance at the end of June, with an additional EUR 130 million at BCP level. After the launch of our audit tender, we are approaching individual audit company, and we are working hard to get audited accounts for 2020. We have continue our determination to improve our corporate governance.

We have taken several steps towards the reorganization and improvement of the group. Finally, we will communicate a strategy update on the company's future perspective around or with the Q3 disclosure this year. With that, we conclude the presentation. Thank you all for your attention. Gundolf, if you may please coordinate the Q&A.

Gundolf Moritz
Head of Investor Relations, Adler Group

Yes. Thank you, all. Francine, if you could start coordinating the Q&A session, please.

Operator

Of course. Thank you, Gundolf. 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 on their telephone. 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. One moment for the first question, please. We have the first question from Lakshman Harendran from ExodusPoint. Please go ahead.

Lakshman Harendran
Research Analyst, ExodusPoint

Hi there. Thank you for taking the question. I just wanted to understand the asset sales in a little bit more detail. It's just the classification on page 36 that I wanted to unpack compared to how you've classified assets in the Q1 presentation, page 33 on the Q1 presentation. You know, just as an example, if we look at the Q1 presentation, page 33, there were six projects classified as having been sold, and there were two projects classified as having been sold since Q1. As of today, or today's presentation rather, there are six projects that have been classified as being sold, but you know, you're missing two projects.

You know, if we look at page 33, Q1, it looks like the New Frankfurt Towers Vau Vau and the Vitopia-K ampus projects have been reclassified as having been sold, and now they're classified as offer received, LOI, exclusivity, et cetera. While I haven't gone through everything, because obviously this deck only came out relatively recently, I just wanted to understand why those projects have been reclassified. If you could just maybe use those as a vehicle to give us a little bit more color on, you know, how much cash is coming in before year-end in relation to project sales, you know, with 100% certainty, and a little bit more color on where everything else sits would be useful.

Thierry Beaudemoulin
CEO, Adler Group

Yes, thank you for the question. We have now cash presentation, present the status of our upfront sales. Six projects have been sold. Two projects where we have an initial sales contract has been canceled, which is a project of Consus, which are now again on the market. What we have provided in terms of disclosure is we have EUR 438 million of projects which are either with offer received, where we are in discussion with the buyer, with LOI signed or in exclusivity. That's the status of today, and we have guided with our liquidity target based on our sales activity.

Lakshman Harendran
Research Analyst, ExodusPoint

Okay. Perfect. That makes sense. Just to understand, when we look at these numbers, for example, offer received, LOI exclusivity, obviously, you know, there was a bunch of things that you classified as being in that bucket in Q1. Indeed, there were a bunch of things that you've classified where you expect to sell in 2022 in Q1. You know, that's going back all the way to March, now we're in August. How many of these offer received, LOI exclusivity type projects have you actually converted into a sale? Because again, if I just compare Q1 to Q2, you really just basically got the same projects that have been sold. It doesn't really look like there's been much progress.

I'm trying to understand, you know, tangibly, you know, what can you comment on, in terms of the conversion rate, here?

Thierry Beaudemoulin
CEO, Adler Group

In terms of conversion rate, we have cash in two development projects, Holsten and Le Havre, for EUR 166 million. We have cash in Waypoint portfolio of EUR 173 million, which show that we are able to convert a sale contract in cash. Of course, in real estate transactions, you have always time lagging between the offer, the LOI, the exclusivity, and the cash conversion. We are in this process, and as we have mentioned, we expect part of this EUR 438 million to be converted before the end of the year, and the remaining at the beginning of the year.

Lakshman Harendran
Research Analyst, ExodusPoint

Yeah. I just have one quick comment on that and a quick follow-up question. I guess where my questions are coming from is some of these have been classified as having an offer received or being in a status of LOI or exclusivity. Some of those have had that classification for well over six months. I'm just trying to kind of get some color from you. If I ask the question a little bit differently, the projects that you have currently classified as being offer received, LOI, exclusivity, how many of those do you expect to move into the project sold category by year end?

Thierry Beaudemoulin
CEO, Adler Group

We have the view of the disclosure on the amount which we expect to receive. After that, I will not comment individually on each transaction because these are commercially sensitive information. We have closed Holsten and Le Havre and Waypoint, which were previously classified as offer and LOI, which show that we are able to convert from LOI to cash proceeds. We will give additional update in Q3 on this process.

Lakshman Harendran
Research Analyst, ExodusPoint

Okay. Thank you.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Okay. Fine. Understood. Next question.

Operator

The next question comes from Pranava Boyidapu from Barclays. Please go ahead.

Pranava Boyidapu
Credit Research Analyst, Barclays

Good morning. Thank you for your presentation. I have a few questions. Firstly, with the ICR having dropped so much, is that on the back of impairment? How do you expect it to evolve over time, specifically next quarter? Do you wanna go one by one, maybe?

Thierry Beaudemoulin
CEO, Adler Group

Yes, we can go.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Yeah. Thank you very much for the question. The ICR dropped mainly because of the negative result of Consus in the first half year, where we did not have sales of projects, but we incurred obviously our costs. We have the sale of the yielding assets, you know, the KKR and the LEG portfolios, namely, which reduced our income from rental activities. On the other side, the interest remains basically unchanged. That means this all in all led to the decline of the ICR.

Pranava Boyidapu
Credit Research Analyst, Barclays

Okay. Moving on to the financial receivables, I see you've taken a write-down of EUR 375. A large part of that comes from partners in Immobilien. When in Q1 your report you had mentioned that there was a reversal, how much of the receivable has been written down compared to the valuation of the asset itself? Because I would assume if you're reversing, you take the asset back as well.

Thierry Beaudemoulin
CEO, Adler Group

Our intention was to take this asset back to reverse the transaction in order to recover our receivable. We have reconsidered our position in order to keep our liquidity position and not to get additional development asset on our balance sheet. That's why, for the moment, we don't intend to cancel this contract and get the asset back. That's why we have fully impaired the amount, and we will consider in the future if we may change this position. From a balancing point of view, the situation is clear.

Pranava Boyidapu
Credit Research Analyst, Barclays

Okay. Sorry, just so I understand clearly, you've written down the entire position from a receivable standpoint, but you haven't really accounted for the valuation itself. In the future, there could be, well, either a receivable or the property back as well.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

No, if I understand Thierry correctly, and what he tries to express is, we could have taken the asset back. This would have been detrimental to our cash position.

Pranava Boyidapu
Credit Research Analyst, Barclays

Right.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

We have a stable legal position there. By making the conscious decision not to take it back at the moment, as long as the cash position has not improved, it is a prudent and conservative stance. That's why we have a new CFO to write these things off. As Thomas rightly pointed out, we will of course chase the asset. Once we are in a better position from a financial point of view and have more security and safety in our liquidity numbers, we will of course revisit the matter and get the asset back in. In the end, it's a commercial decision. We don't pull at the moment because we don't wanna put more burden on the balance sheet. The reaction to this is we have to write it down.

Our legal position has not changed, just our attitude towards it.

Pranava Boyidapu
Credit Research Analyst, Barclays

Got it. I assume that is what is extending to the rest of the impairment as well because it. There's no other big ticket, but you have reduced most of your receivables at the moment, and the same ones that KPMG last year had said it tested the recoverability.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Key point is that in the quarter, we had a couple of situations where newly negotiated payment terms have been missed by the players on the other side, which means we're taking up, so going into more legal action. Again, for prudence reasons, we are writing these things down now. We may have been a touch overly optimistic on a couple of our contractual partners there. Thomas has made this review very thoughtfully and went through it to really see what can we recover short term. The most important point for me is there is not a single point where we lost a single legal position. That's for me, the important thing. In the end, as I said, our legal position stayed the same. Our attitude towards it has changed.

Pranava Boyidapu
Credit Research Analyst, Barclays

Got it. Sir, I've got two more questions. One is on the financing from LBBW and Commerzbank, which you mentioned that there is a right of termination with respect to the publication of consolidated statements. I understand you have published the full year 2021. So are the covenant waivers in place for full year 2022, or is it? Are there additional covenants that we are not aware of?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

No, we have some of our secured financings include undertakings relating to the audit opinion. This is basically related to the LBBW, as we call it also in the half year report. In these two specific instances which are disclosed in the report, we have appropriate waivers from the respective creditors. We appreciate here their continued and constructive approach.

Pranava Boyidapu
Credit Research Analyst, Barclays

Okay. Final question on BaFin's statement regarding Gerresheim. I understand you're appealing that, but if, you know, for whatever reason, BaFin doesn't lend, would that mean that you would be restating your 2Q 2019 specifically, and what would that mean for you?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

As you know, we have appealed against the decision of BaFin with regards to the 2019 account of ADLER Real Estate. Additionally, it should be taken also into account here that the entire transaction was reversed in the 2021 accounts already. That means for us, it does not make sense now to make a restatement of the 2019 account. This has not been approached by BaFin to us as well.

Pranava Boyidapu
Credit Research Analyst, Barclays

Okay. Thank you. Just going back on your financing terms. How long is the waiver for? You mentioned the audit opinion. Is that the unqualified audit opinion that you actually need eventually to get out of the waiver?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Waiver is until 30th of April, 2023, currently. Relates to the audit opinion.

Okay. Thank you, Pranav. Can we get the next question, please?

Operator

The next question comes from Wolfgang Felix from Sarria. Please go ahead.

Wolfgang Felix
Founder and Senior Analyst, Sarria

Thank you very much. I was just wondering how you were currently progressing with your restructuring, if you will, of Consus. Can I ask you what the amount of intercompany or affiliate loans are effectively from Adler or Adler Group down to Consus? Into which do they predominantly go via Consus Real Estate AG or are they going straight into the individual assets or companies, therefore?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

We have currently EUR 3 billion loans to Consus, and it predominantly went through, on the one side, through the Consus Real Estate AG, but also directly to the project entities.

Wolfgang Felix
Founder and Senior Analyst, Sarria

Okay. Thank you. Then of the EUR 438 million on page 36 that you were possibly hoping to materialize, how much project debt is attached to that specifically? I feel like you've said it somewhere, but I can't quite recall. The EUR 438 million on page 36, the offer received, otherwise listed.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

There is currently no debt on these project settings.

Wolfgang Felix
Founder and Senior Analyst, Sarria

Okay. What are the current balances of affiliate loans between, say, ADLER Real Estate, Adler Group, and possibly down to Brack as well? I've obviously read your sort of individual loans that you've given between the various entities. I don't know if you've got the balances anywhere.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

We have, as you know, provided to BCP a loan of EUR 100 million, and we have the upstream loan from ADLER Real Estate AG to Adler Group of EUR 265 million.

Wolfgang Felix
Founder and Senior Analyst, Sarria

That's all that is currently outstanding between the various entities?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Yes.

Wolfgang Felix
Founder and Senior Analyst, Sarria

Okay. Final question, or final two questions. One was on the Neue Korallusviertel sale, what the price was. You may have mentioned, I didn't catch it. The other is on timing, if we're going to maybe should we be expecting next communication from you around Q3 or would there possibly be something in between? You are sitting together with your various advisors and what should we sort of be prepared for? Thank you.

Thierry Beaudemoulin
CEO, Adler Group

The pre-final question goes to Thierry, and the final question goes to Stefan. He will start probably with the final one. Yep.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Well, communication, relatively simple. Q3, I think 28th November, 29th, we will sit together in Luxembourg again here, on the conference spider and talk. That's the regular one. Of course, as you know, we're searching for an auditor. We would need an extraordinary general meeting for that. This is something where we will definitely communicate to the market. Also, as I mentioned before, if something explode in, into our face from the White & C ase or PwC analysis, which I don't expect at the moment. Regular communication Q3, audit question solved in any case beforehand, because of the EGM, and then ad hoc necessary if something seriously negatively happens. With regard to our strategy, let's see when we finish, latest Q3. Does that answer your question, Wolfgang?

Wolfgang Felix
Founder and Senior Analyst, Sarria

Yes, I think it does. Thank you. Yes. Thank you very much.

Thierry Beaudemoulin
CEO, Adler Group

On Neue Korallusviertel . This was an opportunistic sale where we get approached by an investor as a project we need to start in the coming month. We thought it was interesting for the city and for the company. We will this week take cash in before the end of the year, and then we will disclose at the moment the price which is above book value.

Wolfgang Felix
Founder and Senior Analyst, Sarria

Okay. Thank you very much. Good luck.

Thierry Beaudemoulin
CEO, Adler Group

Thank you.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Thanks.

Thierry Beaudemoulin
CEO, Adler Group

Francine, please.

Operator

The next question is from Lenny Lionel Michel from Eicos Investment Group. Please go ahead.

Lenny Lionel Michel
Investment Analyst, Eicos Investment Group

Hello. Can you guys hear me?

Thierry Beaudemoulin
CEO, Adler Group

Rather badly. If you could speak up a little bit. You faint, Lenny.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Yeah, that does.

Lenny Lionel Michel
Investment Analyst, Eicos Investment Group

Okay. I have a question about the receivables, which you reclassified to other financial assets, specifically with regards to Taurecon and an entity called Amelie Caster, which I believe is tied to Mr. Cevdet Caner. You have extended these loans, or the loans now mature on 30 September 2024. My question is, if these guys cannot pay back the loans, do you have to chase them? And if yes, and you would then take over these entities if they cannot repay you, would that crystallize the RETT tax?

Thierry Beaudemoulin
CEO, Adler Group

Yeah. These two positions of receivables are a usual structure you have in a real estate company because on one hand they are holding minority position in our portfolio, and on the other hand, we have given a loan. What you have seen is once we have done the sale, that was the case with LEG and that was the case with Velero/ KKR. The loan was repaid, and the value of their stake was higher than the loan. We feel comfortable in the situation which we have been for this asset. We don't see the scenario that we have an issue there.

Either we keep the portfolio and then the loan could be prolonged, which is in the best interest of the two parties. Or if we are considering an additional sale, then they will be bought back or transfer on that.

Lenny Lionel Michel
Investment Analyst, Eicos Investment Group

Okay.

Thierry Beaudemoulin
CEO, Adler Group

Okay, Francine.

Operator

We have emailed questions, so back to you, Gundolf.

Gundolf Moritz
Head of Investor Relations, Adler Group

Yeah. Thank you. We received an emailed question from an equity investor who probably had some difficulties to dial in. It's Lucas from M Capital. I think his question is to Stefan. Can you please elaborate on the current status of your engagement with bondholder groups? There are so many confusing reports out there. The second question goes to, can you please illustrate the corporate governance structure you are envisaging?

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Okay. Thank you for note. Well, let's start with the corporate governance structure. You know that, and I'm talking group only. You know that, we are an SA under Luxembourg law with a one-tier board. So the general expectation is to have, in the end, five members in the board.

Me as the chairman, two independents with Thilo Schmid and Thomas Zinnöcker, and two executives with Thierry, who is the CEO and also the daily manager, as it's called in Luxembourg, as well as Thomas Echelmeyer as the CFO. This follows a little bit the Combined Code model, which you can see in the U.K. Thierry will then head the senior management in this role. No co-CEOs as in the past. If something goes right, I want to praise one person or two. Unfortunately, if something goes wrong, this is also counting. Yeah. Thierry will run the management team.

The management team at the moment consists of Thomas Echelmeyer as the CFO and Sven-Christian Frank as the Chief Legal Officer, who is also the Chief Development Officer in his concurrent role. There we might strengthen the group, because if I look at the workload at the moment, three individuals might not be able to cut it. The pressure is too high, but that's for future reference. Below that, you will see the company. You know that we are delisting Consus. We're squeezing out on ADLER Real Estate. The key corporate bodies there will be run from these six individuals, which I've just mentioned, plus independents wherever it's necessary from a minority rights point of view. I hope that answers the question. We have no feedback from the gentleman. The other question was about bondholder groups, right?

Gundolf Moritz
Head of Investor Relations, Adler Group

Right.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Well, there we have two groups with whom we are in active discussion. I will identify them by their legal advisors because that's the easiest because we got approached by that. The first one I would call the Hengeler Group. I have a bit of background noise here at the moment. This group comprises of approximately EUR 3 billion out of our EUR 4-point-something billion of outstanding debt. We have a regular exchange. We had various meetings. We're meeting again in London next week. Very much looking forward to that. It's a very constructive dialogue. With the group which is represented by Kirkland & Ellis, it has been a little bit tighter because we had misunderstandings in communication there. We envisage a meeting mid of September.

This group is focusing on the outstanding bonds of ADLER Real Estate. We, as a company, are very inclined to have a constructive dialogue with our bondholders, because we believe it is absolutely necessary in critical situations to communicate. Again, I hope that answers the question.

Gundolf Moritz
Head of Investor Relations, Adler Group

Okay. Thank you. Francine, I think this may conclude our conference call. I think we do have some time constraints, as Stefan mentioned. We will start with the strategy meetings. Some closing remarks.

Stefan Kirsten
Chairman of the Board of Directors, Adler Group

Well, actually, not really, because Thierry said everything. The company is moving on. We're seeing progress. We're seeing also where we have our difficulties. Problems are identified, problems are tackled. For me, the most important thing is to have Thomas as a prominent hand on deck now, because that strengthens the capability. Again, keep the faith. Do we. Have a great day. We go back to our board meetings and try to figure out what to do next. Thank you very much for your attendance. Thank you very much for your time.

Powered by