Adler Group S.A. (ETR:ADJ)
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Earnings Call: Q3 2025

Nov 27, 2025

Operator

Ladies and gentlemen, welcome to the Adler Group Q3 2025 results investor conference call. I am Valentina De Chorus, Call Operator. I would like to remind you that all participants will be in listen-only mode, and the conference is being recorded. The presentation will be followed by a Q&A session. You can register for questions at any time by pressing star and one on your telephone. For operator assistance, please press star and zero. The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Julian Mahlert, Head of Investor Relations and Communication at Adler Group. Please go ahead.

Julian Mahlert
Head of Investor Relations, Adler Group

Thank you, Valentina. Good morning, everyone, and thank you for joining us for the Adler Group Q3 2025 Results Call. Speakers today, as usual, are our CEO, Dr. Karl Reinitzhuber, and our CFO, Thorsten Arsan. Both will lead through today's presentation and then answer your questions. Also, please note that this call is being recorded and will be made available on our website, where you can also find today's presentation. For me, today will be my last Results Call with you, as I am leaving Adler Group by the end of November, after six eventful years. I have always appreciated working with you, and it has been an honor to be part of this great team. As such, and with great confidence, I will hand over my responsibilities to my successor, Sven Döbeling, our Head of Finance, whom some of you already know.

You will find his contact details on the last slide of the presentation. With that, I'll hand it over to Karl.

Karl Reinitzhuber
CEO, Adler Group

Good morning, everyone, and thank you, Julian. Thanks, Julian, for your knowledgeable and effective handling of your role as Head of Investor Relations. It has been instrumental in securing a smooth and dependable communication for Adler Group. Now, before we start with the Q3 numbers, let me give you an overview of our recent asset disposals on page 4. As communicated before, in the third quarter, we fully completed the disposal of our North Rhine-Westphalia portfolio holding entities. We exercised the put option in order to transfer the remaining 10.1% stake in the respective prop coast to the buyers, Orange Capital Partners, and One Investment Management. The closing occurred in August, and the net proceeds of EUR 21 million were fully returned to the investors of our first lien. We also continue to make good progress on the disposals of our development projects.

In the third quarter, we executed and completed the transactions of Colonial 3 and the Wilhelm in Berlin. The net proceeds were also returned to the first lien holders. We have made further significant progress with additional disposals post the Q3 balance sheet date. First, we notarized the sale of the Holsten Quartier to a Hamburg consortium consisting of Quantum and Hanse Merkur Grundvermögen in cooperation with the Hamburg-based housing provider Saga, at Q2 2025 book value. We expect the transaction to be completed in the first quarter of 2026. We are very pleased with the sale of this project, which, with its exceptional size and location in Hamburg, is obviously one of the most prominent projects in our portfolio. Second, we sold the Kaiserlei development project in Offenbach to the Frankfurt housing association ABG. Closing of this transaction is expected for early 2026, if not earlier.

Third, we have signed the sale of the Düsseldorf-based development project Benrather Gärten to Instone Real Estate at Q2 2025 book value. We expect the closing of this transaction by the end of this year. We expect more signings before year-end or in Q2 2026. We will then inform and alert you on this. Now, as we experience good momentum in the disposal of our developments, let me elaborate a bit on the market environment for residential development and new building in Germany. My perception is that the framework for resi developers has somewhat stabilized over the recent months, and a higher degree of certainty and less fear of adverse changes in the market prevails. The average price for new residential units in Germany is up around 3% compared to last year. The time to market for sale of condo units is slowly but steadily decreasing.

I could witness in some of our development sales processes that the municipalities are increasingly supportive to enable residential developments and acknowledge the more challenging environment for financially successful projects compared to four or five years ago. Construction costs seem to flatten, and bank financing has come through for the buyers of our projects. All buyers of Adler developments will now engage in zoning and permitting processes and will then execute construction themselves. There is no buyer with speculative intent behind the acquisition of the project or land plot. Now, all of this is not to say that we expect significant uplift in the pricing of our remaining developments over the coming year, but we have proven that we can sell even complex assets like Wilhelm in Berlin or Kaiserlei in Offenbach to experienced and well-financed buyers in what continues to be a challenging market.

Now, I attribute our ability to do all these transactions also very much to the excellence and tenacity of our sales team, which works closely with the best local brokers. We run very focused and competitive sales processes and execute on transactions once we have reached the best possible outcome. Now, in terms of smaller yielding asset sales, we continue the disposal of our non-core assets in Eastern Germany, thereby reducing the remaining units from 162 down to 117. Further disposals of these non-core assets are in the pipeline. We also took the opportunity to dispose 32 condominium units in Berlin for a total sales price of EUR 9 million. With EUR 245 million, our disposal holdback basket remains almost fully filled, unchanged versus three months ago. Now, moving on to page 6. On the financials, our net rental income came in at EUR 101 million for the first nine months.

Compared to the prior year period, net rental income decreased as a result of the disposals of BCP and the North Rhine-Westphalia portfolio. The decrease was partly compensated by rent increases realized on the remaining assets. We are well on track to reach our 2025 net rental income guidance in the range of EUR 127 million-EUR 135 million. The Adjusted EBITDA from rental activities amounted to EUR 58 million, with the margin slightly improved compared to last year. The Adjusted EBITDA total was negative as the development segment did not contribute positive earnings. As more and more development projects are being sold and the organization is becoming smaller, the negative financial impact from the development business will become smaller as well. Our group's equity position stands at EUR 0.9 billion. The LTV increased slightly to 73.5%, in line with our expectations. Our cash position amounts to EUR 241 million.

Thorsten will provide more color on financials later in the presentation. Our portfolio overall, our Berlin-anchored assets continued its strong operational performance, fully in line with what we have seen throughout the year. We achieved 3.2% like-for-like rental growth on a year-to-year basis. This was supported by an increase on current rental contracts and ongoing reletting activities. We have a closer look at all KPIs on the following slides. Let's proceed to portfolio and operational performance on page 8. At the end of September 2025, we had 17,695 rental units. It's a marginal decrease of 77 units compared to June, driven by the disposals in Q3, which I mentioned before. As a reminder, our portfolio is fully Berlin-anchored, with more than 99% Berlin assets. Only 117 units are located outside of Berlin, and we expect to sell these units within the coming quarters.

In terms of value, the GAV of our yielding portfolio remains stable at EUR 3.5 billion. This reflects no change from the prior period, as there were no revaluations and only limited disposals during the third quarter. The GAV per square meter increased slightly to EUR 2,847, up from EUR 2,843 in Q2. Let's now move on to page 9 to further discuss our operational KPIs. We achieved 3.2% like-for-like rental growth year-on-year. This is lower than the 4.1% we reported last year, which is explained by the timing of Mietspiegel-related adjustments in 2023 and 2024. As expected, we realized like-for-like rental growth well in our target zone of around 3% per year. Rent increases for almost 3,000 rental units became effective in the third quarter. Over the last 12 months, we have increased the rents of 50% of our residential units, thereof half CPI-indexed and half Mietspiegel-based leases.

The rental growth of 3.2% is a healthy and sustainable level that reflects increases on our current rental contracts as well as ongoing reletting activities. We are confident to report a rental growth number north of 3% at the year-end 2025. Our average rent increased from EUR 7.1 per sq m per month, reported a year ago, to EUR 8.52 in September 2025. This growth is largely driven by the disposal of the North Rhine-Westphalia portfolio, which had structurally lower rents compared to our Berlin assets. These units were still included in the prior year figures. On a like-for-like comparable basis, the average rent grew from EUR 8.24 to EUR 8.52 per sq m per month. Turning to vacancy, our operational vacancy rate remains at a very low level of 1.6%, slightly down from 1.7% a year earlier.

This confirms the continuous demand for rental apartments in Berlin, driven by continued population growth and the very limited new housing supply. Now, I would like to hand it over to Thorsten, who will walk you through the financials starting on page 11.

Thorsten Arsan
CFO, Adler Group

Thank you, Karl, and also a warm welcome from my side. At the end of September 2025, our yielding portfolio was valued at EUR 3.5 billion, and our development portfolio at around EUR 700 million, based on externally appraised values. This brings our total GAV to EUR 4.2 billion, slightly down from EUR 4.3 billion at the end of June 2025. This change was primarily driven by the disposal of the two development projects, Colonial 3 and Cosmopolitan, both of which were assigned and transferred to the respective buyers during Q3, as stated earlier.

In yielding assets, there was a slight decrease in value resulting from disposals of 45 of the remaining rental units based in Eastern Germany and 32 condominium units in Berlin. These disposals reduced the GAV only marginally. Also, in the GAV overview, we marked the value of the Offenbach Kaiserlei project down to the notarized sales price level. With that, all development projects, which were sold post the Q3 balance sheet date, are reflected with their agreed price within our Q3 financials. Let's now move on to the financing section on page 12. Let me briefly walk you through the debt repayment update. As you know, we continue to use the ongoing inflow of disposal proceeds to deleverage our capital structure. Over the past quarter, we made further partial redemptions under the Firstly New Money facility, returning a total of EUR 87 million to investors of the Firstly notes.

These repayments were fully funded by asset sales, both smaller yielding asset disposals in Berlin and completed development project sales. There is more on the pipeline in terms of expected net proceeds when looking at the recently signed more sizable project disposals, such as Holsten Quartier, Offenbach Kaiserlei, and Benrather Gärten, which we expect to close in the coming months, if not weeks. Turning to the 2026 maturities, the remaining EUR 50 million Arda Real Estate bond, falling due in April 2026, is expected to be repaid from additional disposal proceeds in line with the new money facility. We also successfully completed the extension of a EUR 9 million secured bank loan, extending the maturity from March 2026 to Q4 2028. This is another good example of constructive discussions with our lending banks, especially where assets in Berlin provide strong collateral.

For the remaining EUR 90 million of 2026 bank maturities, discussions are ongoing. These are standard bilateral talks with the respective lenders, and based on the tone so far, we expect to reach prolongations agreements well ahead of maturity. Overall, the picture remains unchanged. With the continuous inflow of disposal proceeds and the supportive dialogue with the banks, the 2026 maturity profile is largely addressed, and we remain focused on reducing the Firstly facility with further disposal proceeds. Let's now move on to page 13 and take a look at our current debt KPIs. Following the further partial redemption of the Firstly New Money facility in Q3, our total nominal interest-bearing debt decreased to EUR 3.7 billion, down from EUR 3.8 billion in June. Our LTV increased slightly to 73.5%, as we had expected.

The weighted average cost of debt remains unchanged at 7.1% at the end of September, and our average debt maturity is around 3.6 years, with the vast majority of our financing maturing only in 2028 or later. Let me add one minor update on the ratings. Based on our request, S&P withdrew its rating on the remaining Arda Real Estate 2026 notes. There is no obligation to maintain this rating, and given the very small outstanding nominal amount, we decided to discontinue it for reasons of cost efficiency and structural simplification. All other ratings, including the issue rating of B minus with stable outlook, remain unchanged. Let's turn to the debt maturity schedule on page 14. The debt maturity picture looks largely unchanged compared to three months ago. As told in the last quarter, there is no outstanding financial debt maturity this year.

Looking ahead, our next significant maturity is in 2026, where we have a total of EUR 42 million due, comprising EUR 50 million of the remaining Arda Real Estate bond, maturing on April 26, which is expected to be repaid using disposal proceeds. EUR 9 million of the remaining EUR 27 million of bank debt were already extended after the end of Q3, leaving EUR 19 million with maturity not before October 2026. Discussions with the lenders of the 2026 bank maturities are ongoing, and we are confident that these will be addressed well ahead of maturity. As you can see on this slide, 97% of our financial debt matures only in 2028 or beyond. Let's turn to the LTV on the next page, page 15. As anticipated, the LTV increased this quarter by 140 basis points, mainly due to the usual impact from interest expenses both paid and accrued.

Other movements, such as CapEx expenses for our yielding and development asset portfolio, can be out with various smaller effects. As always, as a reminder, kindly notice that our bond covenant LTV, with a threshold of 90%, is calculated differently, leading to a lower figure than stated here. Let's continue with cash on the next page, page 16. At the end of the third quarter, our cash position stood at EUR 241 million, in line with our expectations. As you might know, we invest our cash holdings usually in money market funds and call money in order to generate interest income. You see the development of the cash position in the usual format on this slide. On the cash inflow side, we realize proceeds from various disposals, as discussed earlier.

Yielding asset disposals include proceeds from the second closing of the Cosmopolitan transaction, as well as from condominium and smaller asset sales. Development asset disposals include proceeds from completed sales of the Colonial 3 and the Wilhelm development projects. These proceeds were largely returned to the investors of the Firstly notes. The net decrease in our cash position resulted primarily from capital expenditures spent on our development assets, particularly construction activities around our forward sales projects, Osfort in Leipzig and Lea in Frankfurt. Back to you, Karl.

Karl Reinitzhuber
CEO, Adler Group

Thank you, Thorsten. Let me now conclude this presentation with some final remarks. We confirm our guidance of a net rental income between EUR 127 million-EUR 135 million for the full year 2025. Experts see a moderate improvement in the residential real estate market. Last quarter, standing assets were perceived moving ahead, driven by strong rental growth.

As I mentioned earlier, we now see a stabilization and soft improvement in the activities around developments and new building. We are able to capture rental growth with our strong 3.2% like-for-like growth, in line with our expectations, and we confirm our net rental income guidance for 2025. On the back of recent guidance provided by our peers, we expect a stable revaluation result for our Berlin portfolio for the full year 2025. When it comes to the disposal of our development projects, we are making good progress as a credible and trustable partner, for example, with our successful disposals in Hamburg, Offenbach, and Düsseldorf. We do not face any material maturities of capital market indebtedness before the end of 2028. Just as Thorsten said, 97% of our financial debt matures only in 2028 or beyond.

It goes without saying that we remain focused on our comprehensive cost-cutting programs and budget discipline to ultimately preserve our liquidity position. With that, I'd like to thank you for dialing in. We are now looking forward to your questions. Julian, back to you for the Q&A.

Julian Mahlert
Head of Investor Relations, Adler Group

Thank you, Karl and Thorsten. I hand it over to our operator, Valentina, to open the Q&A, please.

Operator

Thank you. We will now begin the question and answer session. Anyone who wishes to ask a question may press Star and 1 on their telephone. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press Star and 2. Questioners on the phone are requested to disable the loudspeaker mode and eventually turn off the volume from the webcast while asking a question. Anyone who has a question may press Star and 1 at this time. The first question comes from Emanuele Arnoldi from Barclays. Please go ahead.

Emanuele Arnoldi
Special Situations Desk Analyst, Barclays

Thank you, Valentina, and thank you, Karl and Thorsten. Quick question. I couldn't hear the comment that you made on the Holsten development asset in relation to the price. If you didn't do any comment, please just say so. In relation to the book value. I wanted to ask, and it's the same question, really, if we should take the, I think it's EUR 289 million value for current non-current assets set for sale as a proxy of the sum of the prices for all these assets where you signed a document, but you haven't, or a purchase agreement, but you haven't yet closed the disposal. Thank you very much.

Karl Reinitzhuber
CEO, Adler Group

Okay, we do not publish the pricing for individual assets, but what we can say on Holsten is that we sell it at book value. Yes, with the EUR 289 million comprising the assets that have been sold, but where the process is not closed, you're quite right on that. Thanks so much. It would be the Holsten, the Kaiserlei, the other one that I was, what was that? Holsten, Kaiserlei, Düsseldorf, and we still have Schwablandstower, Colonial Center, yeah. That's what it is.

Emanuele Arnoldi
Special Situations Desk Analyst, Barclays

Thank you.

Thorsten Arsan
CFO, Adler Group

Thank you, Emanuele. You're right, I mean, the EUR 289 million are mainly the developments that we've signed and not closed yet. Offenbach is not included because that's something we basically signed after Q3, but all other developments are mainly comprising the EUR 289 million.

Emanuele Arnoldi
Special Situations Desk Analyst, Barclays

Thanks so much.

Karl Reinitzhuber
CEO, Adler Group

Okay. Yeah. Let's say to be complete, right, we also have Grand Central, Eurohouse, and Upper North Tower within the EUR 289 million.

Emanuele Arnoldi
Special Situations Desk Analyst, Barclays

Thank you again.

Operator

As a reminder, if you wish to register for a question, please press Star and 1 on your telephone. The next question comes from Antonio Casari from Northlight Investment Services. Please go ahead.

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Hi. Thank you for taking my question. First of all, thank you very much to Julian and best of luck for the next endeavor. It was really helpful, the dialogue with you. My question is regarding the regulation. A few of your peers talked about this Bau-Turbo that is going to be put in place and clearly is coming in line with what you mentioned at the beginning of the presentation, but would be interesting to have your perspective around that.

Karl Reinitzhuber
CEO, Adler Group

It was a bit difficult hearing you, but I understand your question is around the Bau-Turbo, right?

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Yeah. Yes. Sorry.

Karl Reinitzhuber
CEO, Adler Group

Yes, what I can say from my observation in the disposal processes of our developments and the interaction with municipalities is that a number of municipalities are thinking about using the Bau-Turbo on some of our disposal projects, at least for a part of the intended buildings within the project. I have not seen a Bau-Turbo yet, but I would expect that over the course of the coming year, we would see the first examples, particularly there where, let's say, the expected zoning for residential buildings is very clear and undisputed, and where the municipalities do not have to expect any, let's say, criticism from within the political environment in the city or from neighbors or other stakeholders around these projects.

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Great. Thank you very much. Then the second question, relating to your forward sale and condominium, you mentioned a book value of EUR 0.2 billion. I assume the list is only the three projects that are listed in slide 31, which has expected completion in 2026. My question is, do we expect monetization of all of them in 2026? How much would be the cash proceeds from the disposal since with forward sale and condominiums, there is a portion I understand that is paid as the project advances?

Karl Reinitzhuber
CEO, Adler Group

Yes. I cannot tell you, let's say, the individual expected cash in or the pricing, but what I can say is that on Osfort, this will be disposed over the course of 2026, and we will then eventually receive the full proceeds at closing. It is slightly different with the two other projects.

With Heum in Dresden, there have been that this one has been pre-sold, and we have received progress payments from the buyer, so that there would be still a rather small cash value coming in going forward. In the Lea at Frankfurt, there are out of 165 apartments, a bit less than 150 apartments have been sold, and progress payments have been received. There are further progress payments to be received from these 150 owners over the course until completion, and we will sell the remaining around 15 apartments once the construction and the building is fully completed.

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Perfect. Very clear. Just to be clear, the EUR 0.2 billion book value reflects the expectation of what in total you should cash in from forward sale and condominiums?

Karl Reinitzhuber
CEO, Adler Group

Yeah. Yeah. This is, let's say, the gross value of these assets at this point in time. The cash from the received progress payments has not been netted at this point.

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Okay.

Karl Reinitzhuber
CEO, Adler Group

Or this number.

Antonio Casari
Senior Credit Analyst, Northlight Investment Services

Okay. Perfect. Thank you very much.

Operator

The next question comes from Niki Kouzmanov from Jefferies. Please go ahead.

Niki Kouzmanov
Desk Analyst of Fixed Income, Jefferies

Hi. Good morning. Can you guys hear me?

Karl Reinitzhuber
CEO, Adler Group

Hear you well.

Niki Kouzmanov
Desk Analyst of Fixed Income, Jefferies

Great. Thank you. Thanks for taking my question. Just on, I think I wanted to ask more on the cost savings and G&A optimization and CapEx optimization and the cash balance that we have at September, which is quite elevated. The upcoming, as you mentioned, the additional disposal on the development side, which is going to further pay down the first lien. I think the one-and-a-half lien has a non-co until February.

Are there any sort of plans for thinking about refinancing and further optimizing the capital structure, especially if some of the CapEx for these developments, specifically the condominiums, is going to disappear once the projects are completed? Probably in relation to that, I think you referred to some early signs of warming up of the yielding transaction market in Berlin. How are you thinking about your, I think at the last call you mentioned, you're doing sort of a soft marketing exercise to look at the value of the units in Berlin and how they could be disposed of. Kind of these two things hand in hand together, is there any progress or update you can provide us on? Thank you.

Karl Reinitzhuber
CEO, Adler Group

Yes. First, on your question, what we are doing with regard to our Berlin portfolio, as I said, we are assessing our options, and no decisions are taken at this point in time, but we are working on it. There is not more I can say with regard to your first question, Thorsten.

Thorsten Arsan
CFO, Adler Group

Thank you, Niki. I can basically touch or answer your question regarding potential refinancing. I mean, with EUR 3.7 billion of total debt and a weighted average cost of debt slightly above 7%, it is our utmost duty to always assess whether there are opportunities to refinance more attractively than currently. There are no specific plans right now. I mean, we refinanced the 1L and the 1.5L in the first half of this year. As I said, we are assessing all kinds of opportunity, but there are no specific plans right now.

Niki Kouzmanov
Desk Analyst of Fixed Income, Jefferies

Got it. Thank you very much, both.

Operator

Once again, to ask a question, please press star and one on your telephone. Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to Karl Reinitzhuber for any closing remarks.

Karl Reinitzhuber
CEO, Adler Group

Yeah. Thanks, everyone, for joining today. We will publish our 2025 annual report on April 30, 2026, and the respective results presentation will take place on the same day. Thorsten and I look forward to speaking to you then. All the best for everyone. We close the call.

Operator

Ladies and gentlemen, the conference is now over. Thank you for choosing Chorus call, and thank you for participating in the conference. You may now disconnect your lines. Goodbye.

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