Adler Group S.A. (ADJ) Earnings Call Transcript & Summary

April 25, 2023

Deutsche Boerse Xetra DE Real Estate Real Estate Management and Development earnings 52 min

Earnings Call Speaker Segments

Operator

operator
#1

Good morning, ladies and gentlemen. Thank you for standing by. Welcome and thank you for joining the Adler Group Full Year 2022 Investor Call. [Operator Instructions] And I would now like to turn the conference over to Gundolf Moritz, Head of IR. Please go ahead.

Gundolf Moritz

executive
#2

Yes. Thank you, Francie, and good morning to everyone. So with me today are Stefan Kirsten, Chairman of the Board of Directors of Adler Group S.A. Next to me is Thomas Echelmeyer, CFO; and next to Stefan is Thierry Beaudemoulin, CEO. All 3 will guide you of today's presentation. At the end of the presentation, we have reserved time for a Q&A where Stefan, 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, if it is not already on the website. I would now like to hand over to Stefan. Please go ahead.

Artur Kirsten

executive
#3

Gundolf, thank you. Ladies and gentlemen, good morning also from my side here in Luxembourg. I'd like to start with an apology. It's very Asian, but I'd like to start with an apology because some of us have COVID here. So there will be some sniffing and coughing in between. But let's go immediately. I'd like to welcome you at our investor call, whether it's webcast or directly dialed-in, of the unaudited financial statements of Adler Group S.A. for 2022. Presenting unaudited financial statements is truly an unusual occurrence for a company of this size, just as the entire previous year of Adler Group could be only generously described as unusual. But today, we can really look forward towards the future with a more positive outlook. It was quite different, almost exactly a year ago on April 30, 2022, just before 7:30 p.m. here in Germany or -- yes, in Germany, was that meeting even, due to the bond conditions at the time we had to publish our audited financial statements by midnight. Otherwise, the bonds would have become due immediately, we would have slipped into a technical default and subsequently into insolvency in a rather disorderly manner. So at the end of April 2022, we had averted a threatening insolvency for the first time. The capital market at that time was the most important stakeholder group, but -- and this is very important for me to say today, we on the Board of Directors have always kept in mind the legitimate interests of all stakeholders in the group. And I will definitely refer back to this later. The fact that the financial statements at the end of April 2022 were provided with a disclaimer of opinion, it's now almost a side note. I will address the topic of auditing shortly. But I can tell you today that we are currently not worried about any deadlines in the bond terms and conditions anymore. This is certainly positive news without glossing over Adler's current situation. The corporate update and the annual figures will be presented after my statement by Thierry and Thomas, as Gundolf has pointed out. They will also briefly discuss details of our agreement with the core group of bondholders, which has recently been judicially confirmed by the High Court in London. As in every investor call since my appointment to the Board of Directors in February 2022, I'd like to begin by giving you an update on the current status quo. Those who have been following us in the media since the beginning will recognize the first 5-point count on slide. And you will see that we have added a new 6th line, meeting our legitimate stakeholder obligations in a sensible manner as we focus on a Berlin-anchored yielding portfolio going forward. It's the conclusion under the title, "Stabilizing Adler Group in a perfect storm." To stay with the matter for ladies and gentlemen, Adler is certainly not sailing, again, in best weather. But in unchanged rough seas, we have stabilized the ship. At the last Q3 call on November 29th, I think I used the word "Perfect Storm" to describe the situation where we were at that time. Poor markets for the sector, tight maturities for the bond, no auditor inside for the group companies of Adler both in Luxembourg as well as in Germany, no land in sight, so to speak. So why do we see things more positively today? As for the market development, I refer to the management's detailed statements in the company's annual report, which we published today. But one thing is obvious, the markets, ladies and gentlemen, have turned negative. We're still navigating in a storm. Today, however, we have more certainty. Our competitors have presented their figures too, so we can better judge our performance data and our valuations. The restructuring plan agreed upon on November 25, 2022 has been described to me as a liberation because it has averted a possible threatening insolvency for a second time. You may recall that the repayment of the Consus convertible bond was due, and this could not have been repaid without the agreement. The agreement has given us sufficient time and prospect of fresh money. The deadlines in the bond terms and conditions for the submission of an audited annual consolidated financial statement have now been extended to September 2024, and we will receive a maximum of around EUR 930 million in new capital in the next days. As of today, I can say that the money will flow to us, and we are in the process of preparing to repay the maturing bond of Adler Real Estate AG with a volume of EUR 500 million the day after tomorrow. For details, I refer to the documentation from November and to the annual report. In my Chairman's letter, I spoke in this context of the fact that the majority of bondholders gives us credit, which is a figurative sense of also meaning the word trust. And we do not want and must not gamble away this delicate plant of new trust. As you know, however, this restructuring plan was blocked by a minority of bondholders. This blockade was lifted in London before the high court, and I will come back to the blockers in a moment. A few days ago on April 12, the high court ruled in our favor by sanctioning the restructuring plan. And on April 17, following the completion of the restructuring plan implementation steps, we have amended the SUN, which now permit the incurrence of new money funding. The finance documents related to the new money funding were executed over the past few days and yesterday was confirmed that all of the conditions precedent were satisfied or waived, following which we have proceeded to draw the funds. This will allow us to repay as we said before, the Adler Real Estate 2023 notes upon their maturity on April 27. This is the third time that we have averted an imminent and threatening insolvency in 15 months. The imminent repayment of the Adler Real Estate Bond is an enormously important aspect for the trust of the capital market that finances us. And allow me to make a side note here, the capital market, at least the group of bondholders who supported us by vast majority, has always placed its trust in us. In my perception, with more trust than we have been able to experience in the public opinion. The court's decision means that we have now had the time to and the capital to make sensible decisions how to shape our immediate future, for instance, without harmful time pressure and without discounted fire sales from our portfolio. Ladies and gentlemen, meeting our legitimate stakeholder obligations in a sensible manner as we focus on a Berlin-anchored yielding portfolio going forward is written on the aforementioned slide. This illustrates that the future development of Adler Group is, of course, not finalized and that we cannot draw a conclusive picture with a fixed date today, but we can give you and all our stakeholders a clear orientation. First, we would serve the legitimate demands of all, and I stress again, all our stakeholders. As we have always done in the recent month, we pay our creditors, our employees, our suppliers and business partners. We ensure that our tenants can use promised housing in accordance with their contracts. To be able to serve all these legitimate claims, we need liquidity. For this reason, we will largely leave behind our project development business in a reasonable manner and over a staggered period of 1 to 2 years. Why do I always emphasize legitimate claims? Well, because during our restructuring effort, illegitimate claims have been made to us again and again. This also includes the demands of the group of blockers mentioned at the beginning, that group of bondholders in the long-term bond maturing in 2029. Some of these creditors allegedly bought into the bond cheaply at the time when it was clear to every market participant that we were fighting for financial restructuring, if not even financial survival. This, ladies and gentlemen, is legitimate. However, I and my colleagues on the Board do not think that it is legitimate to want to drive us into insolvency in the hope of making a good cut in the shortest possible time. And all this at the expense of an improving majority in 2 rounds of 82% and 84%, respectively. This is not correct. And at this point, we have reached the limits of minority protection, and therefore, we acted swiftly. It's not possible to predict exactly what the Adler Group will look like in 12 to 36 months. But we've agreed upon a clear plan for debt restructuring, which, of course, depends on market developments. On the way of implementing the plan, we will decide as a team, which will also become smaller. We will have to save significantly on cost and adapt the structures to the new sites. The legal disputes for the minority bondholders over the restructuring plan necessary from our point of view, by the way, has cost additional EUR 35 million. And you can truly believe me, I would have liked to save that money. We want to and will, I repeat, fulfill the legitimate interests of all stakeholder groups as far as possible in a responsible and balanced manner. That, in turn, is the task of the Board of Directors, of which I'm the Chairman. We keep an eye on all our approximately 50,000 tenants, our more than 700 employees and our investors. To date, and as a former CFO, I touch great importance to this. We have paid every liability on time. The fact that there has been price losses for shares and bonds is due to the risk on the capital markets and the perception of Adler debt. And before I address the audit question, I'd like to refer one last time to the aforementioned slide and point out governance. We've streamlined what I called wise than time structures with the help of external experts, restructured processes and decision-making structures, repositioned compliance and will convene to squeeze our general meeting at Adler Real Estate AG in 3 days' time. We've already delisted Consus from the stock exchange and from trading as far as this is technically possible. We, the Board of Directors, are convinced that our governance now meets modern standards. In terms of personnel, we're also well positioned today. In addition to me, as the Chairman of the Board of Directors, the independent members, Thomas Zinnocker, who heads the Investment and Financing Committee; Thilo Schmid, who heads the Audit Committee; and Thierry Beaudemoulin, who leads the senior management team as CEO and daily manager of Adler Group are also on the Board. And this with a huge endorsement of our shareholders. The senior management team includes Thomas Echelmeyer, who joined as an interim CFO in June 2022 and has been a permanent team member since September 2022. And it is completed with Sven-Christian Frank as Chief Legal Officer. Ladies and gentlemen, it's planned to propose the appointment of Thomas as a member of the Board of Directors at the next Annual General Meeting. In addition, we, as members of the Board of Directors, along with the core group of bondholders have concluded that it's necessary to strengthen both the operational management and the Board of Directors with new personnel. For operational management, we are in the final discussions with candidates for the role of Chief Financial -- no, sorry, Chief Restructuring Officer. Thomas don't kick me out of the table. And for the Board of Directors, we're still looking for an independent candidate with an affinity to capital markets. In this respect, our corporate governance forms a good basis for the audit of financial statements. This has also been confirmed by us in discussions with various auditing firms, even though we have not yet been able to appoint an order for '22 and '23, respectively, speaking of which, where do we stand here? After the rejection of a court appointed mandate by KPMG in Germany at the beginning of 2023, it was clear to all of us that we had to consider alternative models for the audit. It will not be possible for us to get a general auditor for all jurisdictions in one go. We have, therefore, intensified our dialogue with the German constituents, namely the Institute of Public Auditors, IDW, the Professional Association of German auditors, which is the German Chamber of Public Accountant, WBK and the Auditor Oversight Board, APAS. Subject to all necessary resolutions, we will now have all Adler Real Estate AG activities, so the German part of the listed real estate company audited by Rodl and Partner. This move clearly reduces risk in a significant part of our portfolio and will make a future comprehensive audit easy. The agreement was reached after very intensive discussions with several suitable audit firms. And I'd like to thank, in particular, the Board of Directors of the IDW for the comprehensive support in our situation. For the entire group in Adler Group SA as a single entity, we still need another auditor. We are continuing discussions, which I prefer to comment upon once there's something concrete to report. As you might have seen yesterday, Adler Real Estate AG published a so-called ad hoc node. In the moment when we have reached the same level of concreteness at group level, Adler Group S.A. will, of course, under the stock exchange regulations publish along the same lines. All authorities and organizations affected by the submission of unaudited financial results have been informed, and the bondholders have given us an extension of the deadline until September 2024 for their needs. I'm switching off the [ cuff ], one moment. So this does not mean we can rest and we will continue to search, execute the matter and inform you. As previously mentioned, we have also received an extension of the credit deadline from our bondholders as part of the restructuring plan and hope to build the necessary trust with the independent auditor for the audit. We've already communicated several times that we will make far-reaching concessions to the auditor for this. Ladies and gentlemen, in conclusion, a cat famously has 9 lives. In any case, our Adler has obviously more than 3. We avoided a threatening insolvency on 30 April, 25 November and now 12 April. We were able to avert an existential threat to Adler Group, and we will find a group auditor. We accepted the challenge at Adler because we, as the entire Adler team, want to decide for ourselves how we proceed, even under difficult circumstances. Having said this, I'd like to hand over to our CEO. Thierry?

Thierry Beaudemoulin

executive
#4

Thank you, Stefan. First of all, I would like also to thank everybody for joining us here today. Before going into an update on our strategy and the full year 2022 results, allow me to mention a few words on the decision of the court. I strongly believe the approval of the restructuring plan is a great outcome for Adler and all its stakeholders. The additional liquidity and the amendment of bond covenants put us in a position where we don't have short-term liquidity pressure to dispose our assets at distressed price. Adler gets the necessary time to transition to a stable position from where we can execute our long-term strategy as announced in November. Lastly, we as a management team will have more time to focus on what our business really comprises, which is actively managing our real estate and caring for our tenants. Having said this, I would like to start today's presentation with a refresher on the strategy update we provided to you during the last result call. In a nutshell, our strategy is based on 5 pillars. Our portfolio strategy, we will execute orderly disposal of selected portfolio and development projects. Down the line, only limited development exposure will be made. Asset Management, we will finalize committed CapEx on development projects. No additional sizable CapEx commitment will be made. We will continue to work to obtain permit for land plot, allowing to explore sales with limited additional investments. Financing strategy. The restructuring plan and the new money facility is providing sufficient headroom to stabilize the platform over the next years. We intend to actively deliver via disposal of selected portfolio and development project in an orderly fashion. As part of the agreement with bondholder, Adler Group has the obligation not to declare or pay any dividend or make any other payment or distribution to any of its shareholders. Corporate strategy, we are working towards simplification of the group corporate structure without listed subsidiary and are currently reviewing all options with regard to BCP. We will streamline internal operations in line with the higher concentration and the adjusted scale of the portfolio, decreasing one-off overhead costs through reduction of external and interim advisers. On corporate governance, our search for an auditor continue with the goal of delivering audited full year 2022 and '23 account by September 2024. But as Stefan just mentioned, we have made a very important step towards this goal. As part of the bondholder agreement, we will propose another independent Board member with strong capital market expertise to next extraordinary ordinary general meeting and apply to appoint a Chief Restructuring Officer to senior management because we have a very good CFO with us today. I would like now to hand over to Thomas on Page 8, who will guide you through the results of the restructuring plan.

Thomas Echelmeyer

executive
#5

Thank you, Thierry. Also from my side, I would like to thank everyone who is joining us here today on the call. The restructuring plan sanction was received on 12th of April, following the support of a huge majority of our bondholders. We are grateful for that support and of course, pleased that the English court sanctions the plan. Following plan sanction, we can now proceed to complete our refinancing. I do not intend to go into the close details of the refinancing as these are well known and in line with previous updates we have provided. But these are outlined here on this slide for convenience. However, I would like to answer this 2 important points of details on the slide. The first point relates to the auditor requirement. Previously, this had required a company to file audited financial statements by the end of this month. Now that requirement has been amended to September 2024. Second, this refinancing puts the group onto a stable platform without any short-term pressure to dispose assets to meet its funding needs in the near or medium term and from which we will now proceed to execute our business plan. As Stefan already mentioned, all CPs are met and the finance documents will be signed today. The new money will then be drawn tomorrow to enable us to repay the Adler Real Estate fund on maturity on 27th of April 2024. Handing over to Thierry on Page 10, who will guide you through the key highlights of our full year results.

Thierry Beaudemoulin

executive
#6

Thank you, Thomas. Now moving to our operational performance. Even during this difficult time, I'm happy to be able to say that Adler residential rental portfolio has had a strong 2022 on the back of solid underlying rental fundamentals. The like-for-like rental growth in Q4 '22 has been plus 1.5% year-on-year, resulting in an average rent of EUR 7.58 per square meter per month. The vacancy remained at very low levels, standing at 1.3% at the end of the year, reflecting the high quality of our assets and our strong Berlin home base. On valuation, we continue to see the effect of increasing interest rate, resulting in a 1.9% like-for-like value decrease in Q4 compared to Q3. The same 1.9% applied to the like-for-like value decrease in 2022 compared to the end of '21 as revaluation loss in H2 were partially offset by the positive revaluation experienced at the beginning of the year. Then let's move to our financial performance. Net rental income came at EUR 245 million compared to EUR 346 million in full year 2021. FFO from rental activity totaled EUR 87 million compared to EUR 137 million in 2020. This corresponds to FFO 1 per share of EUR 0.74 versus EUR 1.17 in 2021. Both NRI and FFO 1 were mainly impacted by the significant reduction in our yielding portfolio due to the completed disposal of the Northern portfolio to LEG in late 2021, the Eastern portfolio to Velero and KKR as well as a Waypoint portfolio throughout 2022. EPRA NTA at the end of 2022 amounted to EUR 2.4 billion or EUR 20.77 per share compared to EUR 3.3 billion or EUR 27.93 per share as per the end of Q3. On the leverage side, we have decided to shift the EPRA LTV as the company's main LTV metric going forward as recommended by the new EPRA guideline. Thomas will give you more detail on what the exact difference with our previous LTV methodology are. But as a result of this methodological change and among other, the negative revaluation experienced in Q4, EPRA LTV stood at 74.5% at the end of the year. Our EUR 387 million cash balance, this is excluding cash held at BCP, combined with EUR 937.5 million in bondholder commitment as part of our restructuring plan puts us in a solid liquidity position to continue our operating activity as well as servicing our debt obligation when we maneuvered Adler into a stabilized position. Meanwhile, our cost of debt continued to remain stable at 2.2%, staying at the same level of Q3. Of course, the cost of debt will face a substantial impact in Q2 2023, once the restructuring plant become effective, and the new money has been brought. With regard to development activity, we have continued our effort to strengthen our balance sheet and to reduce our development exposure further. In Q4 2020, 2 additional projects have been sold and 4 projects have received offer or are in exclusivity. More specifically, the sale of Schonefeld Schule was closed in Q4 2022 with gross proceeds amounted to EUR 11 million. The sale of Parkhaus has been signed during Q4 and closed in Q1 2023 with total gross proceeds amounting to EUR 18 million. In total, we have an additional EUR 506 million GAV in development project with offer receive or exclusivity, including the project Kaiserlei, Wilhelm, Grand Central and Forum Pankow in Berlin. I would now like to hand over to Thomas, who will update you on our financial performance on Page 12.

Thomas Echelmeyer

executive
#7

Thanks, Thierry. For the sake of good order, let me point out once again that we have presented to you with an annual report in the version with unaudited figures. Of course, we are also looking for an auditor for Alder Group S.A. Once an auditor will have audited our financial statements, we will report on it. Should there be any discrepancies between the audited and unaudited version, we will, of course, inform you about this. At the end of the fourth quarter, we had a portfolio of approx. EUR 5.2 billion worth of yielding assets as well as approximately EUR 2.2 billion worth of GAV in development projects. Given the fact that we anticipate the sale of the 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. As such, our EUR 7.4 billion total GAV excludes BCP. During the last quarter of the year, the portfolio has seen continued impact of downward revaluations against the backdrop of rising interest rates. This resulted in a revaluation loss of EUR 101 million on the yielding portfolio equivalent to a 1.9% like-for-like value decrease and a revaluation loss of EUR 199 million on the development project. Furthermore, during Q4, we have sold the Parkhaus development project, which has been closed in Q1 2023. I would now like to move to the next page. As Thierry mentioned earlier, we have decided to adopt the EPRA LTV as the company's main LTV metric. This has to do with the recommendation of EPRA in their new guidelines as well as the company's wish to shift to a more industry standardized leverage metric. So what changes? The main differences compared to the company's previous LTV metric arise form. First, broadening the scope of receivables from financial assets to net working capital positions also including payables. Second, reclassifying cash and cash equivalents held at BCP level from the nominator to the denominator part of the equation. And third, deducting noncontrolling interests, both on the net debt and asset side. This purely methodology change increased the Q3 LTV from 59.9% as per the old methodology to 67.6% as per the EPRA guidelines for EPRA LTV. Furthermore, a number of items have impacted our leverage in Q4, bringing EPRA LTV to 74.5% at the end of the year. The delta between Q3 and Q4 is mostly explained by the following items: first, disposals mainly relating to the partial sale of BCP's Leipzig portfolio, the Schonefeld Schule development project and single condominium sales. Second, negative revaluation of our portfolio on the back of rising interest rates. Third, debt repayment, including the EUR 120 million Consus convertible bond and additional EUR 21 million Consus debt. Fourth, remaining payment of minorities in relation to the sale of the Waypoint portfolio. And last point, other items such as operational income, development CapEx, interest payments, extraordinary advisory fees and write-offs of forward sale and financial receivables. So let's have a look at the maturity schedule on the next page. At the end of 2022, we had EUR 926 million upcoming maturities in 2023. Out of this, EUR 138 million has already been refinanced in early 2023, extending the maturities by 2 additional years. The remaining maturities are well covered through a combination of EUR 387 million cash on hand as per fiscal year 2022, with additional EUR 210 million cash held at BCP level, the bondholder commitments, which will inject EUR 937.5 million and expected capital recycling measures, including further refinancing efforts and additional disposals. As part of the agreement with bondholders, the maturity of the EUR 400 million Adler Group bond maturing in July 2024 will be extended by 1 year. Furthermore, as we speak, we are in the process of repaying the EUR 500 million April 2023 Alder Real Estate bond on the 27th of April. Let's now turn to Page 15. Our gross debt position decreased to EUR 6.6 billion at the end of the year compared to circa EUR 7 billion at the end of the third quarter. 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, we remain at an average of 2.2% with a fixed and hedged debt of 96% and with an average maturity of 3.3 years. The additional liquidity provided under the bondholder agreement will come with a different yield profile and carries a 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 starting in Q2 2023. Adler Group S.A. no longer has incurrence covenants in the way it previously did as these have been amended as a result of the restructuring plan and refinancing. Nonetheless, we still report ratios here for fiscal year 2022. Moving on to the ratios. We have already discussed in detail the LTV on the previous slide. But please let me remind you that our bond covenants carry a different definition of LTV compared to EPRA and our old methodology. According to the bond prospectus definition, LTV is now at 60.9%. Under the group SA bonds following the refinancing, LTV will not be tested until 31st of December 2024. Our ICR increased to 1.0, below the debt incurrence covenant required level at 1.8x, but above the 0.4x at the end of the third quarter. The unencumbered asset ratio decreased to 91% from 103% in the last quarter, below the 125% required level. This is mostly driven by the negative revaluation experienced during Q4. As a result of Adler Group's unsecured bonds, having effectively amended on 17th April 2023, the ratio-based incurrence tests have been removed. Adler Group now has fixed incurrence baskets and the maintenance-based LTV covenant, which will be tested for the first time on 31st of December 2024. Let's move now to Page 16. We ended the year with a cash position of EUR 387 million, below the EUR 615 million we held at the end of the third quarter. Please let me remind you that the EUR 387 million excludes EUR 210 million of cash held at BCP level, which is classified as asset held for sale at group level. With that, we would get to a position of EUR 597 million cash at hand per 31st of December 2022. There have been 4 main factors affecting the cash position during the fourth quarter. First, EUR 46 million of disposal proceeds, including the remainder of the Velero/KKR transaction, the Schonefeld Schule development project and single condominium sales. Second, EUR 49 million related to remaining payments to minorities in the sale of the Waypoint portfolio. Third, a negative financing cash flow of EUR 175 million. This includes, among others, the EUR 120 million convertible bond at Consus level and additional EUR 21 million consist debt as well as interest payments, other small amortization and repayments. Lastly, we spent EUR 29 million in CapEx related to ongoing development projects at the Consus level. Thierry, back to you.

Thierry Beaudemoulin

executive
#8

Thanks, Thomas. For 2023, we are providing a NRI guidance of EUR 207 million to EUR 219 million down from EUR 245 million in 2022. This is mostly impacted by the one hand, the number of disposals, including the sales of the Eastern portfolio to Velero/KKR, the sale of the Waypoint portfolio and the sale of part of the Leipzig portfolio by BCP. And by the other hand, an anticipated but conservative like-for-like rental growth between 3% to 4%. I would now like to move to the next page to end this presentation with some remarks. The approval of the restructuring plan, save Adler liquidity position with new money providers providing EUR 937.5 million additional liquidity, allowing us to stabilize the company. We are grateful to our creditor for the support and trust that they have shown to the company in this refinancing. We continue our disposal effort in order to rationalize our balance sheet and to actively delever. Two additional projects have been sold in Q4 2022. We have had a strong operational performance in Q4 with a 1.5% like-for-like rent increase year-over-year. Operational vacancy of the total portfolio continued to be structurally low level at 1.13%. We have experienced a 1.9% like-for-like negative revaluation of the yielding asset portfolio in Q4 on the back of surging interest rates. The value have gone down by the same 1.9% over 2022 as we experienced positive value growth in the first half of 2022. We have a solid liquidity position, including EUR 387 million cash at hand at the end of the quarter to be expanded with the liquidity package secured through the agreement with our bondholder. With that, we would like to open the floor for questions. Thank you all for your attention. Gundolf over to you for the Q&A.

Gundolf Moritz

executive
#9

Yes. Thank you, Thierry. And simply handing over back to Francie for starting the Q&A session, please.

Operator

operator
#10

[Operator Instructions] We have the first question from Felix Wolfgang from Sarria.

Wolfgang Felix

analyst
#11

First of all, congratulations to the restructuring so far. I think it's obviously in almost everybody's interest. I only have one question, given we're assuming in a wealth of information as is, and that is to your disposal strategy of assets going forward. You've mentioned that you were going to largely behind the development assets over the next 2 years. I was wondering how you see the market there now? And if there's any type of assets or so that you're looking to perhaps let go earlier than others? Or if you can talk us a little bit through that? And then perhaps the other thing is what the various options are that you're currently considering for BCP.

Thomas Echelmeyer

executive
#12

Thank you for the question. So the -- one of the key points of the restructuring plan is to give us time to execute our strategy to maximize the price value. This is the first point. There is no immediate time pressure for us to dispose asset. When we look at our portfolio, we have a majority of yielding assets anchored in Berlin, and we have development project. As we don't intend to further develop this project, our first priority is to sell the development projects one by one or by package in an orderly manner. When you look -- so that's our first strategy. The second strategy, when you look at our yielding portfolio, we want to focus more in Berlin. So what is outside Berlin will be disposed first. So today, we see the market, of course, the volume of transactions has lowered, but we are seeing interest for our development project and also for our yielding assets. In regard to BCP, so our strategy is clear, is to sell also our stake at the best time and at the best price. Thank you.

Wolfgang Felix

analyst
#13

Okay. And any sort of differentiation among the different types of development assets, you're not, I guess, ready to give at this point?

Thomas Echelmeyer

executive
#14

Sorry. Could you rephrase your...

Wolfgang Felix

analyst
#15

I was wondering if there were any types of development assets you were looking to perhaps sell before others... Yes?

Thomas Echelmeyer

executive
#16

I think, of course, the project, which are under construction are the ones where we want as a priority to dispose because then it will limit the additional CapEx we are having for. We are also in close contact with municipality to see with them what is the best timing also for them because they are delivering building permit and have also interest that the projects are moving forward and not stand at the moment. So we are on this point, very opportunistic, and we are in contact with developer and investor, which are very interesting in our development portfolio.

Operator

operator
#17

[Operator Instructions] There seems to be no further questions at this time, and I hand back to Dr. Kirsten for closing comments. There's one question came in, sorry, which comes from Peter Cuckovic from UBS.

Peter Cuckovic

analyst
#18

Congratulations on closing the restructuring. My question is around the domination agreement. And what are your plans on pursuing that and what the timing on that looks like, please?

Thomas Echelmeyer

executive
#19

There will be no termination agreement when the squeeze-out happens in 2 days or 3 days.

Peter Cuckovic

analyst
#20

Okay. So there's no need. That is effectively...

Thomas Echelmeyer

executive
#21

We take over 100% of the company.

Peter Cuckovic

analyst
#22

Yes. Yes. Okay. Okay. So that's not an issue anymore. Okay.

Thierry Beaudemoulin

executive
#23

That's... No, we just reached for the higher bar immediately. Yes. Domination agreement is over. We just looked at each other puzzles because yes, but that's the point. Okay.

Peter Cuckovic

analyst
#24

Okay. Okay, fantastic. And then very quickly on the market. Obviously, you now have bought yourself a runway, no pressure to sell assets at lower prices, and hopefully, you trade out of this period of market volatility and able to crystallize higher values. What are you seeing in secondary markets for similar assets? I mean, my understanding is that bid offer is pretty wide in all sorts of real estate in Germany. But on the resi because obviously, you're mostly in the yielding assets. What are you seeing in kind of more retail type sales? Because I'm sure there's transactions are -- as portfolios are not selling, I'm sure the individual asset sales going on in German cities where you have exposures. What are you seeing price wise in terms of year-over-year changes in transaction values?

Artur Kirsten

executive
#25

Peter, this is Stefan. Before I hand over to Thierry, I would like to, let's say, comment on your statement, no pressure. This company has tons of pressure to sell because the restructuring has been with very expensive money. And the further we come the quicker, we just have no pressure to go into, let's say, black mailing type fire cells. With that, I'll hand over to Thierry.

Thierry Beaudemoulin

executive
#26

Yes. On the market, we even, as I mentioned, the volume of transaction and the larger transactions are now a bit off the table because of uncertainty around interest rate. But what is very positive is that we can really slice our portfolio in different sizes and tap the different kind of buyer starting from privatization going to family office looking for EUR 10 million to EUR 15 million transaction, and we are also having a discussion for larger transactions. What we see is, of course, the timing of executing this transaction longer, especially for the buyer to secure the financing, they have to reduce the leverage. But for core assets, we see price stabilize after the decrease we have seen. But of course, the main point of the market today is a limited volume compared to the one which we have known in the past year.

Peter Cuckovic

analyst
#27

Okay. So you're saying there are some transactions that are stabilizing at lower levels, right? Is that what I understood correctly or not?

Thierry Beaudemoulin

executive
#28

Yes, correct.

Peter Cuckovic

analyst
#29

Okay. What are those lower levels year-over-year compared to book values?

Thierry Beaudemoulin

executive
#30

I think -- this is what we are seeing in the evolution of our valuation with the decrease we have with we need to. So that's what we see.

Peter Cuckovic

analyst
#31

That's an external value view on your portfolio, right? I mean the actual transactions on the ground could potentially diverge to that?

Thomas Echelmeyer

executive
#32

That's true. But what CBRE does on the yielding portfolio is the market valuation as it is at the moment. And let's keep in mind, the German resi market has a completely different level of resilience than what you see, for instance, in the U.S. or in other markets because of its highly regulated nature in connection with a significant undersupply of new flats and new accommodation. And therefore, there is an automatically stabilizing effect. So it's -- yes, the regulation stabilizes the market. And therefore, neither with our competitors nor on us, you have seen the yielding portfolios in the valuation crash down. There will be no crushing down. There will be single digits here or there, but anything else would not fit to the macroeconomic environment in which we deal.

Peter Cuckovic

analyst
#33

Obviously, yes, I mean, the yielding portfolio should be much more resilient than CRE, for example, or other types of real estate. So single digits, that's -- obviously, that's very encouraging -- that...

Thomas Echelmeyer

executive
#34

That's what we see from everybody. That's not Adler specific.

Peter Cuckovic

analyst
#35

Okay. No, this is exactly what I wanted to hear, not Alder specifically, by the way, from you.

Operator

operator
#36

We have no further questions. And now back to Dr. Kirsten for closing comments.

Artur Kirsten

executive
#37

Francie, thank you. Well, ladies and gentlemen, I've spent nearly 40 years in business now and 12 years in German resi. The year 2022 is for the whole industry by far the toughest year I've seen so far. And that Adler is still standing has various effects and influences. We were able to stabilize financially through a very early started restructuring. I think we started 2nd or 3rd of May last year. And we brought this across all sorts of hurdles to conclusion in the last days. We've had a lot of headwind with regard to portfolio marketing cost increases and other aspects. The key point why we are still able, on a going concern assumption to present to you today is the team. It's the people who work for us and with us to bring the company forward, to digest a lot of little losses, defeat and also the bigger ones stand up and keep going. And therefore, I'm thanking the team. I'm thanking all our stakeholders for the trust, which they are giving into the company. And I'm thanking everybody who helps us to maneuver in these rough seas. Ladies and gentlemen, thank you very much for your interest in the company today, and have a good day.

Operator

operator
#38

Ladies and gentlemen, the conference has now concluded, and you may disconnect your telephone. Thank you very much for joining, and have a pleasant day. Goodbye.

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