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

Ladies and gentlemen, welcome to the Adler Group Q2 Investor Call. I am Alice, the Chorus Call operator. [Operator Instructions] And the conference is being recorded. [Operator Instructions] At this time, it's my pleasure to hand over to Julian Mahlert, Head of IR. Please go ahead, sir.

Thank you, Alice and good morning, everyone. Thank you for joining us here today for the Adler Group H1 2024 results call. Along with me, as always, we have our CEO, Thierry Beaudemoulin; and our CFO, Thomas Echelmeyer, who will now guide us through today's presentation. This presentation will be followed by a Q&A session in which the management team will answer your questions. Please note that this call will be recorded and made available on the company's website, where you can also download today's presentation. With that, I would like to hand you over to Thierry.

Thank you, Julian. Welcome everyone, and thanks for joining us here today. Let us start with the restructuring plan update on Page 4. You will recognize this slide from our Q1 result presentation. It summarized the key pillar of our comprehensive recapitalization that we agreed with our bondholder in May this year. The message remains the same. Subject to successful implementation, this agreement provides Adler Group with an extended runway to execute the strategy and dispose of assets in an orderly manner at favorable conditions. With this, we stabilized our platform for the years to come. Let's move to the next page for the recent progress towards completion of recapitalization. Since our Q1 2024 results call, we have made significant progress. On 18th of June this year, we announced that more than 90% of the present and voting bondholders of each series approved the amendment of the terms and conditions of the senior secured notes issued by AGPS BondCo. We are grateful for this overwhelming support received from our bondholders. Then on 9th of August, the AGM approved the proposed amendment to the articles of association of Adler Group including authorizing the Board of Directors to issue voting securities representing 75% of the voting rights to the holder of the second lien note. With this approval, also the shareholder voted in favor of the comprehensive recapitalization. And just to be clear, the voting right will not have any participation in the dividend of Adler Group. We would like to thank our shareholders for voting in favor of our proposal. We are confident that the comprehensive recapitalization will stabilize Adler Group, providing long-term benefit to all our stakeholders. More detailed information is available on our Investor Relations website, such as the Investor update presentation published on May 24, which provide more detail on the recapitalization. We are currently working on some further technical conditions to be fulfilled ahead of the completion date. With what we have achieved so far, we are confident that we can complete the recapitalization in the course of September of 2024. Let's continue with the H1 2024 highlight on Page 7. Let's start discussing our operational performance. Our rental portfolio continued to show a very good operational performance in the second quarter of 2024. On a year-on-year basis, we realized strong like-for-like rental growth of 4.6%. This was mainly driven by indexation of current rental contracts and to a lesser extent, our reletting activities. The operational vacancy rate remained at low level at 1.8%. The average in-place rent amount to EUR 7.65 per square meters per month in June 2024. This is a marginal decrease versus the previous year due to the fact that 1 year ago, the Wasserstadt Berlin asset with 700 non-regulated rental unit let at a substantially higher level than the portfolio average were still part of our portfolio. However, on a like-for-like basis, our average rent increased considerably with 4.6%. In line with our assumption, the H1 financial results show a significantly lower devaluation of our yielding portfolio compared to the prior period. Portfolio value decreased by 2.1% in the first half of this year compared to minus 8.4% in H1 last year and minus 4.8% in H2. In line with the overall market, we believe asset value will continue to stabilize in the second half of 2024. For our development portfolio, albeit not at a slower pace than H1 '23, valuation continued to move down H1 2024. Throughout H1, the value of our development portfolio decreased by 5.9% versus 12.8% in H1 2023. Compared to the yielding asset, the decline remain considerable. The main reason for the continuation of the decline is a rising construction cost index, which is usually lagging the general inflationary environment. Also, the low level of transaction being executed continued to put some additional pressure on the development of asset value. We expect to see some further negative valuation adjustment in the second half of this year due to limited appetite of the transaction market. Now moving on to the financial performance in the second quarter. The group net rental income decreased only slightly by 4% to EUR 103 million in H1 2024. The reduction was mainly due to the [indiscernible] such as the Wasserstadt transaction completed in the second half of 2023. However, the decrease in size was partly compensated by the before-mentioned like-for-like rental growth. In the second quarter of the year, the adjusted rental EBITDA came out in line with the first quarter amounting to EUR 60 million over the first half of 2024. The same go for the adjusted total EBITDA summing up to EUR 42 million in H1 2024. Similar to prior period, FFO 1 from rental activity was negative at minus EUR 54 million, driven by substantial increase in interest expense following the amended bond term in 2023 as well as the New Money issue in 2023. So FFO 1 included EUR 94 million non-cash-effective payment interest in the first half of 2024. The weighted average cost of debt increased slightly to 6.4% compared to 6.3% in the last quarter. We currently have EUR 334 million cash on our balance sheet excluding any cash helped at the level of BCP. We will have a closer look at the development of our cash position later in this presentation. Regarding our disposal activity, we signed sales of several condominium units in Berlin from roughly EUR 4 million during the second quarter. We also received EUR 26 million in net proceeds by closing the sales of our development project Leipzig FourLiving to the city of Leipzig in the second quarter. In addition to that, 3 projects in Cologne and Dusseldorf are currently under exclusivity, further intended disposal in other cities are in advanced discussion. Therefore, we are optimistic to be able to complete additional sizable transactions this year despite the continued challenging environment. Let's now proceed to portfolio and operational performance on Page 9. As in prior presentation, assets hold by our subsidiary, BCP, are not included in our portfolio KPI as we aim to sell our stake in BCP. For more detail on the BCP portfolio, please refer to BCP website where you'll find both Q2 report and results presentation. Compared to Q1, the value of our yielding portfolio declined by EUR 90 million to EUR 4.1 billion following some minor disposals and the semiannual valuation adjustment of minus 2.1% in Q2 2024. The value per square meter, therefore, slightly reduced to EUR 200,423 (sic) [ EUR 2.423 billion ], 80% of the GAV in our portfolio, EUR 3.5 billion in absolute figure related to our assets in Berlin. Let's move on to Page 10. As already mentioned, the value adjustment of our yielding portfolio in the first half of 2024 is minus 2.1% on a like-for-like basis. As per annual, the semiannual portfolio appraisal was conducted by CBRE. The valuation adjustment was significantly lower compared to the value adjustment of 3.4%, 12 months ago and 4.8% 6 months ago. It's also confirmed the general sector outlook in our guidance towards a low single-digit percentage decrease in H1 2024. As in prior periods, the Berlin portfolio show a slightly higher decrease in value compared to assets in other locations. This resulted in a like-for-like valuation adjustment of minus 2.3% for the Berlin portfolio compared to 1.1% devaluation for the remainder of our portfolio in the first half of 2024. This is also reflecting the picture that we see in the transaction market where there appear to be more appetite for assets in locations that provide higher yield. If you look at our rental yield, you can see the increase compared to last year, mainly driven by the value adjustment down in the course of 2024. Rental yield for our asset outside Berlin remained significantly higher than yield observing Berlin. Please join me on Page 11 to discuss our rental growth in more detail. In Q2, we continue to realize a strong like-for-like rental growth of 4.6% until June 2024 compared to a modest 3.1% posted in June last year. This was primarily achieved for our exposure to the Berlin market, where we saw rental growth of plus 5.2% compared to 2.7% in other cities on the back of higher contribution from rent indexation as well as higher occupancy rate in Berlin. As you can see on the chart on the right, this was mainly driven by indexation of current rental contract and although to a lesser extent, by our reletting activity. On a per-euro basis, our average rent per square meter per month marginally decreased from EUR 7.69 in June '23 to EUR 7.65 by the end of June 2024. Last year figure, still including the Wasserstadt portfolio, which was not subject to rent regulation and let at a substantially higher level. To compare this number on a like-for-like basis, you would -- we would have to compare our current in-place rent with EUR 7.3 as indicated on the slide implying a like-for-like growth of 4.6% on a per square meter basis. Our operational vacancy remained low at a level of 1.1% (sic) [1.8%] in June 2024, just slightly higher than the 1.4% at the end of June last year. Slight increase was mainly coming from some remaining non-core asset in Eastern Germany, which we intend to sell. In our larger market building, we have a vacancy rate of just 1.3%. This is a proof that our asset in the core market we operate in remain highly attractive for tenants. Now I would like to hand it over to Thomas, which will update you on our financials starting on Page 13.

Thank you, Thierry, and also a warm welcome from my side. At the end of the second quarter of 2024, we had a portfolio of yielding assets with a GAV of approx EUR 4.1 billion and development projects with a GAV of EUR 1.4 billion. This adds up to a total GAV of EUR 5.5 billion according to external-appraised values. As in prior periods, these numbers do not include the portfolio of BCP, which is accounted under assets held for sale. We continue to actively envisage the sale of our 63% stake in BCP, which is held by our subsidiary, Adler Real Estate and for which the sales process is continuing. The GAV of the yielding portfolio was mainly impacted by the negative valuation adjustment of EUR 88 million. This translates into a like-for-like decrease of minus 2.1% compared to the valuation after Q4 2023 as explained by Thierry before. The GAV for development project decreased by EUR 78 million, translating into a like-for-like devaluation of minus 5.9% compared to Q4 2023. In the second quarter, there were disposals of a few condominium units in Berlin as well as Leipzig-based development project FourLiving VauVau & Mensa. These disposals reduced the GAV by roughly EUR 32 million. Now let's have a look at financing update on the next Page 14. In the second quarter, we made some progress on the prolongation of our secured bank debt. We successfully extended 2 loans that become due this summer and in the total amount of EUR 125 million until 2028. Moreover, a few days ago, we successfully prolonged another bank loan in the amount of EUR 136 million, maturing in December 2024, also until October 2028. With that, as of today, we do not have any maturities remaining in 2024. The average cost of debt for these 3 prolonged loans amounts to 5.86%. The ability to successfully conclude these prolongations are a clear sign of proof that our banking partners continue to put trust in our asset quality and our overall recapitalization plan. Regarding our bank maturities in 2025, we are already in constructive discussions with the respective lending banks regarding prolongations of these loans. We are optimistic that these extensions can be agreed within the next couple of months. With regards to bond financing and our intended recapitalization, we also have made some significant progress over the last couple of months. As Thierry explained earlier, we received a clear approval for more than 90% of the present and voting bondholders within each series. After that, our shareholders approved the proposed amendment to the articles of association of Adler Group in the extraordinary General Meeting in August. So we are positively heading forward towards the completion of transaction in the course of September 2024. With this, our capital structure and the maturity profile of our debt will change significantly. Let's continue on Page 15 to discuss our current debt KPIs, which do not yet reflect the recapitalization. Our total nominal interest-bearing debt position remained constant at approximately EUR 6.5 billion at the end of June this year. As a result, of the accumulation of noncash interest and the negative valuation adjustment to our portfolio, our EPRA LTV increased to 105.7% during the second quarter which reflects the negative development of our group equity. You can find the Q2 EPRA LTV bridge in the appendix of the presentation. It is fair to say that the reporting of the EPRA LTV is just an informal courtesy exercise as it has no meaning to our ongoing operations. More important, please keep in mind that the capital structure of Adler Group will fundamentally change post implementation of the comprehensive recapitalization. We will see a significantly lower LTV ratio in the next quarters according to our bond covenant definition. Please also note that our bond LTV covenant has been temporarily listed and will be tested for the first time on 31 December 2024, which will be post-completion of the recapitalization. Furthermore, the weighted average cost of debt increased marginally to 6.4%. There was 6.3% posted in Q1 2024. Our total debt has an average maturity of 2.3 years. This is without taking into account the intended prolongations of our bond maturities as part of the comprehensive recapitalization. For more information, you can also refer to the investor update document published on May 24, that is available on our website. Standard & Poor's downgraded our ratings as a technical consequence to our recapitalization plan. However, S&P stated that they will reassess the ratings on Adler Group and Adler Real Estate after implementation of the restructuring plan and expect to wait our long-term issuer credit rating to CCC+. The detailed maturity schedule as per June 2024 is shown on the next page. As stated before, our remaining 2024 maturities have been addressed and successfully prolonged. The remainder amount of approx EUR 18 million is referring to debt held and managed by BCP. For a more detailed view on the capital structure by entity, please refer to the appendix of this presentation. As stated before, we are already in constructive discussions with the respective lending banks regarding prolongations of our bank loans maturing in 2025. As explained before, the Adler Group bond maturities will be addressed with our comprehensive recapitalization that we expect to complete in a few weeks. The refinanced, firstly, New Money will become due in December 2028, subject to the redemption of EUR 400 million by December 2027. The new 1.5 lien note maturity will be in December 2029 and the reinstated second lien notes in the amount of EUR 700 million will become due in January 2030. The remainder of the existing second lien notes in the amount of EUR 2.3 billion will be converted into perpetual notes. Please also, let me remind you that the refinance first lien New Money facility will include a [ tap ] of up to EUR 300 million plus accrued interest to refinance the Adler Real Estate 2026 notes. Let's turn to cash on the next Page 17. At the end of the second quarter, our cash position stood at EUR 334 million, EUR 19 million less than at the end of the first quarter. Please let me remind you that the EUR 334 million does not include the EUR 74 million of cash held at BCP level which is classified under assets and liabilities held for sale in our balance sheet. Let me point out some of the positions. First, our subsidiary real estate received the partial repayment of the shareholder loan from its subsidiary, BCP, in the amount of EUR 50 million. Please let me also inform you that the remaining EUR 25 million will be repaid to us post the reporting period in the third quarter. With that, as of today, the BCP shareholder loan, including interest is fully repaid. Second, the cash inflow pre-transaction fees and taxes of EUR 27 million from the disposal of the Leipzig development project FourLiving, which we completed in the second quarter as well as proceeds received from sales of yielding assets in the amount of EUR 7 million. Third, as you can see, the largest amount of cash outflows was relating to net cash spent on our development projects. EUR 25 million for forward sales projects and EUR 15 million for other development projects, both mainly referring to construction CapEx. And last, we spent low double-digit million amount for interest payments, tax payments and restructuring costs. And with that, back to you, Thierry.

Thank you, Thomas. As always, we would like to end the presentation with concluding remarks. We continue to make good progress step-by-step in various parts of our business, operation, asset disposal and corporate funds. On our rental activity, we continue to deliver strong performance with 4.6% like-for-like rental group compared to the previous year. The operational vacancy of the total portfolio remained at a structural low level of 1.8%. Therefore, we confirm our net rental guidance in the range of EUR 200 million to EUR 210 million for 2024. For our yielding asset portfolio, we observed only a small value decline of minus 2.1% in H1 2024. We expect a stabilization in valuation of yielding asset going forward. We generated net cash of EUR 26 million from the disposal of development project like FourLiving. Furthermore, we successfully prolonged EUR 262 million of bank maturity, leaving us with no outstanding maturity in 2024. By receiving overwhelming approval rate from both the perspective of bondholders and our shareholders, we have made significant progress towards completion of the comprehensive recapitalization, which we expect to complete by the end of September 2024. Through this, we will stabilize the group for the years to come. We would love also to mention that Matthias Moser, an expert in real estate and finance with more than 30-year experience, was appointed for a Board member position at the AGM on June 2024. This follows a resignation of Stefan Kirsten, Heiner Arnoldi and Thomas Zinnocker. With that, the Board of Directors now consists of 5 instead of formerly 7 members. Finally, the audit of the financial statement of 2022 and 2023 is going according to plan, and we expect to publish audited report by end of September 2024. With that, we would like to conclude the presentation and open the floor for any questions you may have. Julian, over to you for the Q&A.

Thank you, Thierry. And with that, back to Alice. Please start the Q&A.

[Operator Instructions] Gentlemen, since we have no questions, I'll hand over to you, Mr. Beaudemoulin for any closing remarks.

So thank you for attending our call today. As you have seen, we are making good progress on our plan for this year, and we look forward to speaking you next time and to update you on further progress. Thank you, and have a good day.

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