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

Good morning, everyone, and thank you for joining us here for the Adler Group 2024 Results Call. The speakers today are our CEO, Dr. Karl Reinitzhuber; and our CFO, Thorsten Arsan. Both will lead through today's presentation and then answer your questions. Please note that this call is being recorded and will be made available on our website, where you can also find today's presentation. And with that, I'll hand it over to Karl.

Thank you, Julian. Welcome, everyone, and thanks for joining us today. Let me start with a few comments on the macroeconomic environment on Slide 4. Key message is that we cannot see a clear direction where the German economy and the real estate environment are going. You're all aware of the global uncertainties with ongoing wars in Ukraine and the Middle East, and unclear impact on tariffs and unforeseen moves of American politics. Meanwhile, several governments in Europe, including Germany, have announced significantly higher budgets for military and infrastructure. All of this has caused turbulence on the bond markets and uncertainty on future interest rates. In Germany, there is a new government elect, which published a coalition agreement just a couple of weeks ago. Our current understanding from that agreement is that the regulatory framework for our Berlin yielding portfolio will remain essentially unchanged. What is certain is that at least in the midterm perspective, the housing demand in Germany will surpass the supply, particularly in the tight market of Berlin. Therefore, we can expect a continuation of very low vacancy. Current real estate values, unfortunately, don't give us a clear direction either. We see that the valuations for yielding assets have stabilized. That's a positive signal. But for project development, it's more challenging. Construction costs are still high. Banks are restrictive in their loans, and this puts pressure on values there. Finally, we see transaction markets to become somewhat more active and the first long-time investors are expected to come back to the market. We take this as good news for us as we remain a seller of real estate assets going forward. But we'll have to live with uncertainty and volatility in the coming months. Now let's move to the next page to highlight some of our milestones delivered in '24. Overall, Adler has achieved a stabilized capital structure for the coming years and is now very active in executing the corporate strategy with a recomposed leadership team. But let's look at it in some detail. First, we have recapitalized our company. Our equity position has improved. We extended our debt maturities until 2028 and beyond. Furthermore, in early '25, we were able to refinance and thereby improve the terms for our first lien and 1.5 lien notes, saving a significant amount of interest expenses. And we have sufficient liquidity to operate safely for the next years. Second, we successfully completed the audits of our financial statements. This includes the annual reports for '22 and '23, both with an unqualified audit opinion. Today, we also published the audited '24 report within the regular timeframe. Third we have aligned our strategy. We are focusing the company on our high-quality portfolio of 18,000 rental units located in the attractive Berlin market. Furthermore, we will sell all development assets and thus terminate our project development activities by '26. Additionally, we are continuously reducing our operational cost and head count in order to transform the company into a more effective and efficient organization, consistent with its smaller asset base. Now fourth, our central governments and leadership bodies, the Board of Directors and the senior management team were largely recomposed and aligned with the strategic direction of Adler Group. And finally, we have launched and completed important disposals to sharpen our strategic focus on Berlin. We'll come to that now in more detail on Slide 7. First, the sale of our 62.8% position in Brack Capital Properties, BCP. As discussed in our Q3 '24 results call, we had signed the transaction with LEG in November '24. We transferred the majority of our stake about 53% at EUR 45 per share in early January '25 and received EUR 184 million in cash. With this, we repaid EUR 100 million of our first lien new money facility. Consequently, you will see PCP deconsolidated in our Q1 '25 financial report. The remaining 10.1% stake with cash proceeds of EUR 35 million was transferred on 14 April '25. With that, the transaction is completed. Second, the sale of our North Rhine-Westphalia based Cosmopolitan portfolio which we had signed with Orange Capital Partners and one Investment Management in December '24. The portfolio was valued at EUR 422.5 million, 89.9% of the stake was transferred on 28th February '25. Besides the repayment of asset-level bank debt, this allowed us to redeem another EUR 136 million of our first lien facility. We expect the remaining 10.1% to be transferred in the course of the next month. Now third, since our Q3 '24 results presentation, we also made progress with the disposals of our development projects. Contracts for the sale of Grand Central Dusseldorf and CologneApart were both signed in December '24. Additionally, the disposals of Eurohaus in Frankfurt and Upper North in Dusseldorf were signed this year. The CologneApart transaction closed a couple of days ago with net proceeds of EUR 34 million. The other transactions are expected to close within the next few months. Further, this project disposals are under exclusivity, and we are quite optimistic to announce further disposals soon. Lastly, we sold some other yielding assets in Q4 '24, we disposed 27 condo units in Berlin for around EUR 7 million, and we also sold a couple of multifamily houses in Berlin and Eastern Germany for around EUR 11 million. Overall, these transactions helped us to fill the disposal holdback basket, which was implemented as a part of the recapitalization in September '24. Out of a maximum of EUR 250 million, the holdback is currently filled with EUR 230 million. We expect the holdback to be fully filled once the proceeds for the remaining EUR 10.1% stake of the North Rhine-Westphalia portfolio are received. As agreed with our bondholders further proceeds from development sales or portfolio sales will be used for repayment of the first lien facility. Now we'll skip Page 9, the Q4 operational and financial highlights as this is a summary, and we'll touch on all these topics going forward in the presentation in more depth anyway. So we go on to Page 11, a deeper dive on our portfolio and our operational performance. Now as of December '24, our total number of rental units stands at 17,929. This reflects the sale of 6,884 units from the North Rhine-Westphalia portfolio. Our portfolio is now almost entirely focused on Berlin. We now manage more than 17,700 units in Berlin alone, making up the vast majority of our total portfolio in line with our strategic focus on the attractive Berlin residential market. We will continue to focus on the value creation in the portfolio over the next few years by increasing rents and by making accretive investments with a sense of proportion. The remaining 200 units outside of Berlin are located in Eastern Germany and are expected to be sold within the next quarters. Interesting to see, these 200 units account for just EUR 8 million in gross asset value, which is only 0.2% of our total portfolio value. And the other way around, this means we hold 99.8% of the portfolio value in Berlin. As per year-end, our yielding portfolio stands at EUR 3.5 billion gross asset value, down from EUR 4.2 billion 1 year ago. This decrease is the result of the negative revaluation in H1 '24 and the disposal of the North Rhine-Westphalia portfolio in Q4 '24. Importantly, the value per square meter increased significantly to EUR 2,822 from EUR 2,423 three months ago as a result of the strategic focus on the higher-value Berlin portfolio. We now move to next Page 12. Now as usual, the semiannual portfolio appraisal was conducted by CBRE, after previous years of value declines like most of our peers, we saw a turning point in the second half of '24. In H2 '24, the like-for-like fair value development was slightly positive at 0.04%. This is the first time in more than 2 years that our rental portfolio did not experience a negative revaluation. Please note that the posted like-for-like figure does not include the North Rhine-Westphalia assets that we sold for the 2024 figures. The slight recovery reflects the continued decline of key interest rates and improved transaction activity. If we look at the full year '24, the total result is a decline of minus 2.2% compared to minus 12.8% in '23. On the right side of the slide, you will see our rental yields. The yield for the remaining Berlin portfolio was 3.5% at year-end '24. The small decline versus the reported number for December '23 is due to the disposal of higher-yield assets outside Berlin. For comparison, the rental yield of our Berlin assets as per December '23 was at 3.4%, which is slightly below the 3.5%. Please join me now on Page 13 to discuss our further operational KPIs. Our average rent increased from to EUR 7.60 to EUR 8.29 per square meter per month at the end of '24. This increase is largely due to the sale of the North Rhine-Westphalia portfolio with lower than average rent. If we adjust for this, the like-for-like rent in the previous period would have been EUR 8.11 per square meter per month in Berlin. Turning to vacancy. Our operational vacancy rate remained almost constant at 1.3% versus 1.1% in the previous year. This shows that both our assets and the Berlin market in general, remain highly attractive for tenants. Also, the continued population growth and the very limited new build supply has further increased market pressure on existing rental properties in major cities such as Berlin, leading to low vacancy rates. Our like-for-like rental growth came in at 1.8% for the year. This is obviously a lower figure than in prior periods in the first place. You might remember that we had reported particularly higher rental growth as per year-end '23 amounting to 5.1% for the total portfolio and even 5.5% for Berlin. That growth was largely driven by indexation both from Mietspiegel and CPI-linked leases, the later -- the latter accounting for 1/3 of our Berlin portfolio. As the inflation rate in Germany was significantly lower in '24 compared to '23. This decreased the contribution from CPI-linked leases on the total rental growth by around 1 percentage point. An even stronger impact resulted from Mietspiegel regulated rental contracts with a decrease of more than 2 percentage points between the 2 years. Here, we had a concentration of rent increases, particularly in the fourth quarter of '23. The time between 2 rent increases is not less than 15 months by law. So this did not allow us to touch a large part of our rental contracts in '24 and explains the drop in total rental growth as per December '24 compared to December '23. For the full year '23, we had Mietspiegel rent increases on more than 6,000 units whereas in '24, we could only increase on less than 2,000 units. We continue to target an average annual rental growth of 3% per year on our portfolio. The rent increases are a paramount area of focus in our leadership team. Now I would like to hand over to Thorsten, who will walk you through the financials, starting on Page 15.

Thank you, Karl. And also a warm welcome from my side. At the end of December 2024, we had a yielding asset portfolio with a GAV of EUR 3.5 billion and the remaining development project portfolio with a GAV of EUR 1 billion. Both according to externally appraised values. This rounds up to a total GAV of EUR 4.6 billion, down from EUR 5.5 billion at the end of September 2024. This reduction was driven by disposals and revaluation results in Q4 of 2024. The disposal of the approximately 6,900 in a W-based cosmopolitan portfolio units reduced the JV by roughly by EUR 550 million. In addition, a number of smaller yielding asset disposals in Berlin and Eastern Germany contributed a further EUR 13 million reduction. Regarding the disposal of development projects, we signed the sales of Düsseldorf Grand Central and CologneApart. Furthermore, we handed over the forward sale project Bundesallee to the buyer. Therefore, the GAV of these 3 projects were deducted in the GAV bridge. At the same time, the formerly signed Offenback Kaiserlei project sale was canceled and therefore, added back to the GAV. The project is now on the exclusivity with another potential investor. Now looking at revaluations. As discussed, the easing portfolio saw a slight like-for-like increase of 0.04% in the quarter. Meanwhile, the development projects saw a like-for-like devaluation of minus 18.7% compared to previous quarter. This was largely caused by continued increases in construction costs as well as a lack of external bank financing for developments. Now let's have a look at Page 16. Please allow me to provide you with an update on the recent progress of our financing activities. As this largely reflects measures conducted after the balance sheet date, you will see the impact in the numbers in the Q1, 2025 financial reporting that we will publish in a few weeks. In early 2025, we made important progress in reducing our cost of debt with the refinancing of our first lien and [ 1.5 lien ] facilities. For the first lien New Money Facility, we completed the refinancing at the end of January 2025, covering a volume of EUR 1.18 billion, we were able to reduce the big interest significantly from 12.5%, down to 8.25%, plus 1% OID. All other terms, including the maturity date in December 2028 remain unchanged. For the 1.5 lien notes, we completed the refinancing in February 2025 with a volume of EUR 717 million. Here, the annual PIK interest rate was reduced from 14% down to 10% plus 75 bps OID and some call protection features. The maturity remains in December 2029. Together, these 2 large refinancings are expected to save approximately EUR 134 million in interest costs over the expected remaining lifetime of both instruments. With regards to debt repayments and prolongations, we already mentioned the partial redemption of the first lien New Money facility in the amount of EUR 236 million following the BCP and cosmopolitan transactions. In addition, we repaid around EUR 220 million of secured bank loans in connection with the disposal of the Cosmopolitan portfolio in February 2025. Also, we successfully extended a EUR 345 million secured loan, that was due in mid-2025 to Q4 2028 and a EUR 48 million originally due in early '26, again to the fourth quarter of 2028. Regarding our upcoming maturities, we have the possibility to refinance the EUR 300 million Adler real estate 2026 bonds, June, April '26, with a tap under the first lien New Money facility. Also this is still subject to confirmation. In addition, we have already started discussions for the remaining 2026 bank maturities with a volume of EUR 49 million with the respective lenders. Here also, we are confident to secure further extensions in the coming months. Let's continue on Page 17 to discuss our current KPIs. As per December 2024, our total nominal interest-bearing debt stood at EUR 4.2 billion. As stated before, this does not yet include debt repayments following the BCP and Cosmopolitan transactions. The LTV was at 72.7%, which represents a significant improvement compared to 79.6% reported last year. Thanks to the comprehensive recapitalization that would be completed in September 2024. The weighted average cost of debt amounted to 8.4% as per December 2024. Important to notice following the refinancing of the first lien and the 1.5 lien facilities and other measures completed in the first quarter of 2025, the cost of debt as of the day ranges below 7%. The average debt maturity amounted to 3.7 years at the end of year-end 2024. Turning to our most recent credit ratings. Our B- Issuer rating -- or Issuer credit rating with S&P was updated with the revised outlook to stable following the reduction in refinancing risks that we actively reduced via the measures presented before. Let's turn to debt maturity schedule on Page 18. Senior's [indiscernible] here is that all 2025 maturities have already been resolved. As a result of the loan prolongations completed in early 2025, we now have no remaining financing -- financial debt falling due in 2025. Looking at the 2026 maturities, we currently have around EUR 564 million in scheduled maturities, including the EUR 300 million Adler real estate loans. Under the existing [ documentation ] of the first lien New Money facility, we have the ability to tap the EUR 300 million to refinance the Adler real estate Notes, if needed, which is subject to confirmation. The recent first lien refinancing gives us comfort that we can access such liquidity at the appropriate time. The majority of the EUR 264 million furthered at June 2026 has already been repaid or extended. The remaining volume of EUR 49 million. That is currently under negotiations with the lenders, and we expect these loans to be prolonged within the next months. As stated before, we have started with the partial redemption of the first lien New Money facility following the larger disposals completed in early 2025. The maturity profile in our Q1, 2025 results will provide a more up-to-date picture reflecting the recent achievements made. Overall, the maturity profile is now more balanced and extended compared to prior years. Let's turn to LTV on Page 19. As stated before, our LTV improved significantly compared to the previous year, throughout the fourth quarter 2024. However, several effects with one-off character had a negative impact on the LTV. First, provisions were recognized for expected losses from the ongoing disposals of BCP and Cosmopolitan portfolio. Contributed 4.2% points to the increase. With the deconsolidation of BCP in the first quarter of 2025, the LTV in future periods will not longer include BCP. Due to the corresponding reduction of the balance sheet, this will have a positive impact on the LTV. Second, the H2 revaluation of the real estate portfolio added another 2.7 percentage points. Third, interest expenses for the quarter added 1.4 percentage points. This includes both paid and accrued interest. We also had additional impacts from restructuring expenses, [ tax ] and other minor items, which together added 1.9 percentage points. Obviously, we remain a highly levered company, but we can now operate on a more fast stable basis for the years to come. Please notice that our bond covered in LTV with a threshold of 90% is calculated differently leading to a lower figure than stated here. Let's continue with the cash on the next page, Page 20. At the end of the fourth quarter, our cash position stood at EUR 247 million, which did not yet include cash proceeds from the BCP and Cosmopolitan transaction, which we received in the first quarter of 2025. You see the development of the cash position in the usual format on this slide. Important to notice is a significant cash outflow of EUR 66 million relating to taxes. These were largely one-off related to the anticipated final tranche of income tax payments in regards of the disposal of our East portfolio to Velero KKR back in 2022 with a volume of more than EUR 50 million. Restructuring costs were partially related to the comprehensive free capitalization finalized in September 2024 and are not expected to recur in the same amount in the future quarters. And with that, back to you, Karl.

Thank you, Thorsten. Let me now conclude this presentation with some final remarks and our guidance for '25. For the year 2025, we expect net rental income in the range of EUR 127 million to EUR 135 million. As you can see in the bridge, this decrease compared to the '24 reflects the impact of our strategic disposals, particularly in the BCP stake and the North Rhine-Westphalia portfolio, which together accounted for a significant share of previous net rental income reported on a fully consolidated basis. Now following these disposals, we are now able to focus on Berlin as our core market. The demand for affordable housing in Berlin continues to rise, especially with very limited new construction taking place in the city. In such a market environment with the strong fundamentals, our core portfolio seems well positioned and is likely to further benefit from this trend. The focus on one market also simplifies our operations and enables us to optimize structures and processes around our core business. We are glad to see that the devaluation cycle of yielding assets that started in '22 appears to have come to an end. The revaluation of our yielding assets as per December '24 resulted in a marginal increase in values. We will continue to systematically develop this portfolio in the future. To have an undisturbed focus on our Berlin portfolio, our top priority is to dispose the remaining upfront sales development projects and to complete and hand over the few remaining forward sales projects by 2026. We now have a much stronger capital structure after completing our comprehensive recapitalization in September '24. And in early '25, we also refinanced the first lien and 1.5 lien facilities. This will generate savings of about EUR 134 million in interest costs over their remaining lifetime. There are no more debt maturities in '25, which gives us room to focus on our modest '26 maturities and continued strengthening our balance sheet. Finally, we are pleased to report that we received an unqualified audit opinion on our '24 financial statements. In summary, we have now put all pieces in place to deliver our strategy in the time to come. Thank you very much. We now look forward to your questions, Julian, back to you for the Q&A.

Thank you, Karl and Thorsten, and I'll hand it over to our operator, comments for the Q&A.

[Operator Instructions] The first question comes from Lenny Michel Lenny from [indiscernible].

I have a question on Page 7, where you talk about the disposal. I know you may not be able to speak about the sales value of the individual development projects. But could you give us an overall number for the disposal of the Grand Central, CologneApart, [indiscernible] and Upper North Tower, what are the gross sale proceeds that you roughly expect from these 4 disposals.

Yes. Well, I mentioned that we have net proceeds from CologneApart of EUR 34 million. We will report and mention the other proceeds once these transactions will be closed. We do not report individual values, as you said, at this point in time as the transactions are not closely.

The next question comes from [ Pierre Gorski ] from HBK.

A couple from my side. First, on the taxes for the Velero KKR disposal. Yes, just curious on timing. And then do you have any other transactions that might result in similar future tax bills? Or is that all settled for Cosmo and BCP. And then on admin and general costs. You're spending about EUR 150 million on this historically. How is that going to look going forward now that you sort of have right-sized the group and are focusing on Berlin only. And I guess what's the time line to achieving a more sustainable cost structure. And then BCP and Cosmo, where on the balance sheet as of Q4 are you reflecting these values? Is it all in assets held for sale? Or is some in the regular investment property as well. And then just on the cash position because you mentioned that the Q4 number excludes the proceeds. So is it correct just add the EUR 230 million holdback to your Q4 cash position to fully reflect that? Or is part of the EUR 230 million from earlier transaction and already reflected in Q4? And then lastly, on the $11 million of Berlin assets that you sold, what was the average yield or cap rate at which you sold these.

Well, we didn't hear you very well, yes. Thorsten will answer your first question. But then could you please come back with the questions one by one, and then we'll answer going forward. Thorsten, go ahead for the first question.

Yes. I mean the first question, if I understood it correct related to the tax payments, which was basically inherited or payment that we were aware of since 2022, which came with a delay. So as of today, we don't see any further material tax payments that arise from the transactions we closed over the last months. So this was really a one-off legacy projects. Then I think your third question related to our cash bridge on Page 20. You rightly pointed out in the EUR 247 million per year in 2024, the disposal proceeds that we received from BCP and Cosmopolitan that we kept for the holdback are not included yet. This number will be included when we -- by the end of May, report the Q1 number. Your argumentation is that we can -- that we can add EUR 230 million is actually not fully correct because the holdback was already [ filled ] to a certain extent by the end of last year. So you basically would need to deduct the holdback amount that we had by the end of '24, which we unfortunately can't disclose and the EUR 230 million that we have right now -- but I think we will give you the correct visibility by the end of May when we present the Q1 numbers.

And then [indiscernible] where are these stakes held on the balance sheet? Is that in assets held for sale or...

[indiscernible] you mentioned that's for sale correct, assets and liabilities held for sale.

Okay. Perfect. And then on the cost, yes, you're spending EUR 150 million on general and admin costs. How is that kind of look going forward now that you are focusing on Berlin only? And what's the time line to achieving that cost structure?

Yes. Well, we had a large program of cost reduction and also terminations of staff earlier this year and we will continue to downsize our cost structure and our organization with our, let's say, shrinking asset base and the lower volume of work to do in the organization. So that's an ongoing focus of the senior management team.

Okay. And then lastly, of the EUR 11 million Berlin assets that you sold at what yield was that on average roughly?

I -- we do not. Yes. Well, it was around book value, but let's say, we don't have the exact figure here now in our records with us, yes.

Okay. But no -- so no big discounts to book. So I should roughly think about sort of 3.5% yield.

Yes, maybe a bit more than that, but in that ballpark.

[Operator Instructions] The next question comes from Mr. Wolfgang from Sarria.

Yes. Congratulations, first of all, of having gotten this far, what an tumultuous period that was. Can I just ask the build-to-sell assets you've relocated -- reallocated some of them into various bits what's the, I guess, accounting impact of that? And I guess in the same vein, what are the down payments that you've already received for the forward sales assets -- can you talk me through that one more time?

Yes. We didn't hear you very well. But as I understand it, it was about the forward -- the progress and on the forward sales assets, well, we build them and complete the construction, and that will all happen until '26, but what exactly was your question?

I'm sorry. I'm asking about the reallocated assets Wasserstadt and [indiscernible]. And in particular, one of them you've moved to upfront disposals and the other one to forward sales, and I was wondering what the accounting impact of that is for these assets. And in any event, for the forward sales also how much upfront payment you have received already on these assets?

I mean, this has no impact on our accounting.

Okay. Interesting. And how much -- and how much generally how much prepayment have you received on the forward sales asset?

Well, we don't report these figures on individual assets.

And in total, can you give me some [indiscernible].

Yes. No, sorry, we don't have a figure at this point.

Okay. And then I just have one more question. You said you're looking to -- if I understood you correctly, you said today that you're looking to sell your development assets all by 2026. Quite a lot of development assets on the book, of course. And you were saying that this isn't the best market to sell those in -- how should we be thinking of the perhaps the phasing of that? Or what makes you confident that you can sell them all? Do you have a particular. Can you tell us a little bit about, I guess, maybe some who you are planning to sell those to in general? Or just give us a bit more comfort around that?

Yes. Well, in general terms, we have structured sales processes on most of these development assets and we are negotiating and, let's say, different stages within these sales processes, and we have quite good response and interest mainly from German developers who then -- when they have acquired the assets basically realize the construction and bring the final piece of real estate to the market. So yes, well, there, as I said, we have processes on most of the assets. And this is progressing reasonably well. There is some exclusivities. And as I said, we'll come up with more news once we have signed or closed than on the assets going forward.

[Operator Instructions] Ladies and gentlemen, that was the last question. Oh, we have a last minute question from Mr. Niki Kouzmanov from Jefferies.

Actually, I have two, hopefully, quick ones. If we look at the guidance for the net rental income for next year, I'm sort of getting a like-for-like range of about 3% to maybe 5.5% at the upper end of that range. What will be some of the drivers that kind of get us up there, I mean you talked about the CPI links are about 30% of the portfolio at Berlin, but also there's obviously the rental index. So is it more kind of like the CapEx you can put in to improve the properties and increase the rents? Or is it more the macro expectations around deflation and the index? And then I have another question on the development, but maybe I can follow up after this question.

Yes. Well, we will -- the biggest part of these increase in rents comes from Mietspiegel rent increases where we will send out over the course of the year, several thousands of increase notices to our tenants. The smaller part for the reason as there is a smaller number of leases with CPI indexed rents, there will be annual increases for the CPI indexed leases. And let's say, over the course of this process, we will achieve these increased rents that you can find in our guidance.

Got it. Okay. And then one more on the development. Just looking at the slides and kind of some of the comments that you made earlier in the Q&A. The EUR 1.4 billion that you had a September '24 for the development, now gone to EUR 1 billion, but that EUR 1 billion essentially excludes those 4 projects. Is that correct? The sort of the 4 projects that you've sold since with the CologneApart and the other ones that you have in exclusivity.

Yes. As we mentioned on the slide, the 2 assets, Grand Central and CologneApart as signing took place before year-end, '24 are no longer included in the GAV. The other 2 where the signing was early '25 are still included in the December '24.

[Operator Instructions] Ladies and gentlemen, there are no more questions on the phone. I would now like to turn the conference back over to Karl Reinitzhuber for any closing remarks.

Yes. Thank you very much for joining today, and thanks for following Adler. We look very much forward to catch up again in one month's time for the Q1 results. Have a good day.