Adler Group S.A. ($ADJ)

Good morning, everyone, and thanks for joining us for the Adler Group 2025 Results Call. Speakers today, as usual, are our CEO, Dr. Karl Reinitzhuber; and our CFO, Thorsten Arsan. Both will guide you 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. For me, today marks my first results call with you since I took over the role as Head of Investor Relations and Communications at the end of 2025. I look forward to staying in close contact with you going forward. You will find my contact details on the last slide of this presentation. And with that, I'll hand it over to Karl.

Good morning, everyone, and thank you, Sven. Before we start with the Q4 numbers, let me give you an overview of our recent asset disposals on Page 4. As communicated in our press release from 9 February, we continue to make good progress on the disposals of our development projects and Q4 was a particularly eventful quarter. In December '25, we closed UpperNord Tower, which had been signed in April. Furthermore, we closed Quartier Kaiserlei in January '26 and Benrather Garten in March '26, following their signing in Q4 '25. The proceeds from these 3 transactions were used to further reduce the first lien new money facility in the first quarter of '26. In addition, we signed Holsten Quartier in Hamburg during October '25. The first closing of this transaction happened yesterday. We have received more than 80% of the purchase price. The remaining proceeds for a smaller part of the plot will be received within -- with the second closing in the coming months. Sales efforts for the remaining projects will continue with high priority throughout the year. Some of the sales processes are well advanced, and we expect further signings in the coming weeks. As we continue to experience good momentum in the disposal of our development assets, let me reiterate my take on the market environment for residential development and new building in Germany from the Q3 investor presentation. Now my perception is that the environment for residential developers has continued to stabilize over the recent months. Municipalities are more supportive of new housing projects, while construction costs are not rising above the CPI. Financing remains challenging, but transactions get done. Just to be clear, we do not expect any material price uplift for our remaining developments. Still, we are building a solid track record of disposals through focused and competitive sales processes. The effect of the increased interest rates driven by the Iran war remains to be seen. But as of today, this seems not to immediately impact the German residential development business as their perspective is more long term. We made also progress in disposal of our nonstrategic yielding assets in Berlin. We sold Kornversuchsspeicher and 2 more buildings in Berlin for an aggregate amount of EUR 33 million. Parkhaus Loschwitzer Weg closed in December '25 and both Kornversuchsspeicher as well as Hedemannstrasse closed yesterday, and we received the purchase price. We continued the disposal of our noncore assets in Eastern Germany and North Rhine-Westphalia, thereby reducing the remaining units outside of Berlin from 117 down to 49. Further disposals of these noncore assets are in the pipeline. We also signed 6 condominium units in Berlin for a total sales price of EUR 2 million. With EUR 245 million, our disposal holdback basket remains almost fully filled, unchanged versus 3 months ago. We will return the net proceeds from the recent closings of approximately EUR 125 million in the coming days to the [indiscernible] investors and banks. Let me now turn to our key figures on Page 6. First, to the financial overview. Our net rental income came in at EUR 132 million. Compared to the prior year period, net rental income decreased substantially as a result of the disposals of BCP and the North Rhine-Westphalia portfolio early in '25. Net rental income for '25 came in well within our net rental income guidance in the range of EUR 127 million to EUR 135 million. The adjusted EBITDA from rental activities amounted to EUR 72 million with a slightly higher margin compared to last year. The adjusted EBITDA total was negative as the Development segment did not contribute positive earnings. As more and more development projects are being sold and we are downsizing the organization, the negative financial impact from the development business is becoming smaller as well. Our group's equity position stands at EUR 0.9 billion. The LTV increased slightly to 76.3%, in line with our expectations. Our cash position amounts to EUR 214 million. Thorsten will provide more color on financials later in the presentation. Next, to the portfolio performance. Overall, our Berlin-anchored yielding portfolio continued its strong operational performance, fully in line with what we have seen throughout the year. We are happy with the performance of our rental portfolio in the recent quarter, particularly with the 3.6% like-for-like rental growth. We'll have a closer look at all KPIs on the following slides. Let me first discuss our revaluation results realized in the second half of '25. We continue to see a different dynamic for yielding assets and for development projects similar to the first half. Valuations for our yielding assets continue to stabilize with another slight increase of 0.6% reported for HQ '25. On the other side, there was a negative like-for-like valuation of development assets of minus 6.5% in H2 '25. Values are still under pressure due to continuously rising construction costs as well as flat values for new build residential apartments in Germany. Let's now proceed to portfolio and operational performance on Page 8. At the end of December '25, we were holding on to 17,504 rental units. This is a decrease of 191 units compared to September, driven by the disposals in Q4, which I mentioned before. As a reminder, our portfolio is fully Berlin anchored with more than 99% Berlin assets. Only 49 units are located outside of Berlin, and we expect to sell these units within the coming quarters. In terms of value, the GAV of our yielding portfolio remained stable at EUR 3.5 billion with a marginal increase in valuations offsetting disposals. The GAV per square meter increased slightly to EUR 2,875, up from EUR 2,847 in Q3. Moving on to Page 9 to update you on yielding portfolio revaluation and rental. Now as in previous periods, our semiannual portfolio valuation was conducted by CBRE. After 3 consecutive years of like-for-like value declines, our portfolio recorded a positive like-for-like fair value change of 0.6% in H2 '25 following plus 0.4% in H1. In 2025, valuations have been marked up by an aggregated 1%, a further validation of the stabilization in the residential real estate market. Rental growth outpaces the development of valuations, leading to an increase in rental yield from 3.5% to 3.6%. Again, it remains to be seen how the interest rates and the real estate markets will move in the coming months with war in the Middle East and Ukraine and a rather fragile world economy. Let's now move on to Page 10 to further discuss our operational KPIs. We achieved 3.6% like-for-like rental growth year-on-year, well in our target of around 3% per year. This is substantially higher than the 1.8% we reported last year in December with 2024 being subdued due to the timing of Mietspiegel and CPI-related adjustments in '23 and '24. Rent increases for almost 1,000 rental units became effective in the fourth quarter. Over the last 12 months, we have increased the rents of over 9,000 of our residential units, thereof half CPI indexed and half Mietspiegel-based leases. This is more than half of our portfolio. The rental growth of 3.6% is a healthy and sustainable level that reflects increases on current rental contracts as well as ongoing reletting activities. We are confident to report a rental growth number north of 3% again at year-end '26. The government of the State of Berlin has announced recently that a new Berlin Mietspiegel will be published midyear '26. We can expect some tailwind for '26 and even more for '27 from that new Mietspiegel. Average rent increased from EUR 8.29 per square meter per month reported a year ago to EUR 8.61 in December '25. This is the first time that the average rent for last year is not distorted by the North Rhine-Westphalia portfolio, which had structurally lower rents compared to our Berlin assets. These units were excluded in the prior year figures. On a like-for-like comparable basis, the average rent grew from EUR 8.30 to EUR 8.61. Turning to our vacancy. Our operational vacancy rate remains at a very low level of 1.3%, matching the rate for our Berlin assets a year earlier. This confirms the continuous demand for rental apartments in Berlin, driven by continued population growth and the very limited new housing supply. Now I would like to hand it over to Thorsten, who will walk you through the financials, starting on Page 12.

Thank you, Karl, and also a warm welcome from my side. At the end of 2025, our yielding portfolio was valued at EUR 3.5 billion and our development portfolio at around EUR 500 million based on externally appraised values. This brings our total GAV to EUR 4 billion at the end of December 2025, slightly down from EUR 4.2 billion in September 2025. This change was primarily driven by the signing and closing of 3 development projects, Holsten, Offenbach and Benrather Garten, as stated earlier. Moreover, as mentioned before, the development projects saw a like-for-like devaluation of minus 6.5% compared to the previous quarter. This lowered the GAV by around EUR 36 million compared to Q3 2025. In yielding assets, there was a slight decrease in value resulting from disposals of 68 of the remaining rental units based in Eastern Germany, 121 rental units in Berlin and 6 condominium units also in Berlin. The decrease in value resulting from disposals was more or less compensated by the positive revaluation result of plus 0.6% during the second half of '25. Let's now move on to the financial update on Page 13. Let me briefly walk you through the debt repayment update. As you know, we continue to use ongoing inflow of disposal proceeds to deleverage our capital structure. In Q4 2025, we made a partial redemption under the first lien new money facility, returning EUR 6 million to investors. This repayment was from proceeds received from condo sales in Berlin. We made further partial redemptions of the first lien new money facility in Q1 '26, amounting to EUR 51 million in total. This including EUR 11 million repaid on 2nd of January '26 following the closing of UpperNord Tower, EUR 17 million repaid on 15th of January from the closing of the Offenbach development project in Parkhaus and EUR 23 million repaid on 20th of March after the closing of Benrather Garten. As already mentioned by Karl, we will return net proceeds from the recent closings of approximately EUR 110 million in the coming days, alongside with the repayment of bank debt of EUR 15 million. Turning to the 2026 maturities. The remaining EUR 50 million Adler Real Estate bond falling due in April '26 have been repaid on March 16 from disposal proceeds in line with the new money facility. As already outlined in Q3, we also successfully completed the prolongation of a EUR 9 million secured bank loan, extending the maturity from March '26 to Q4 '28. This is another good example of constructive discussions with our lending banks, especially where assets in Berlin provide strong collateral. The remaining EUR 80 million of 2026 bank maturities discussions are well progressing. These are standard bilateral talks with the respective lenders. And based on the tone so far, we expect to reach prolongation agreements well ahead of maturity. Overall, the picture remains unchanged with the continuous inflow of disposal proceeds and supportive dialogue with banks. The 2026 maturity profile is largely addressed, and we remain focused on reducing the first lien facility with further disposal proceeds. Let's now move on to Page 14 and take a look at our current debt KPIs. With limited redemptions of the first lien new money facility in Q4, our total nominal interest-bearing debt remains at EUR 3.7 billion. Our LTV increased slightly to 76.3% as we had expected. The weighted average cost of debt decreased by 0.1% points to 7% at the end of December, and our average debt maturity is around 3.4 years with the vast majority of our financing maturing only in 2028 or later. Based on our request, S&P withdrew its rating of the remaining Adler Real Estate bond 2026 notes in Q4 2025. There was no obligation to maintain this rating, and the notes have been fully redeemed earlier this month. All other ratings, including the issuer rating of B- with stable outlook remain unchanged. Let's turn to the debt maturity schedule on Page 15. The debt maturity picture looks largely unchanged compared to 3 months ago. Looking ahead, our next significant maturity is in 2027, where we have a total of EUR 89 million secured loans. Discussions with the lenders of the 2027 bank maturities are progressing, and we are confident these will be addressed well ahead of maturity. As you can see on this slide, 97% of our financial debt matures in 2028 or beyond. Let's turn to LTV on the next page, Page 16. LTV increased this quarter by 280 basis points as anticipated, mainly due to the usual impact from interest expenses, both paid and accrued and CapEx. As always, as a reminder, kindly notice that our bond LTV covenant with a threshold of 90% is calculated differently, leading to a lower figure than stated here. Let's continue with cash on the next page, Page 17. At the end of the fourth quarter, our cash position stood at EUR 240 million, in line with our expectations. You see the development of the cash position in the usual format on this slide. On the cash inflow side, we realized proceeds from various disposals as discussed earlier. Yielding asset disposals include proceeds from the closing of condominium and smaller asset sales. Development asset disposals include proceeds from the completed sale of UpperNord Tower and office development projects. These were largely returns to investors of the first lien notes as highlighted earlier. The net decrease in our cash position resulted primarily from interest expense, debt repayments and capital expenditures spent on our development assets, particularly construction activities around our forward projects. And with that, back to you, Karl.

Thank you, Thorsten. Let me now conclude this presentation with some final remarks and our guidance for 2026. Now for the year 2026, we expect net rental income in the range of EUR 124 million to EUR 129 million. As you can see in the bridge, this decrease compared to 2025 reflects the impact of our strategic disposals, particularly the North Rhine-Westphalia portfolio in February '25 and is partly offset by rental growth. Finally, let me summarize some key points relevant for '26. We have seen clear signs of stabilization and gradual recovery in yielding asset values over the last 18 months. As mentioned before, we cannot foresee the directions of interest rates and real estate markets on the back of the Iran war. We are delivering on our strategy. We continue to strengthen our Berlin portfolio. Disposals of development projects are progressing, and we adjust our organization to the small business. With no bond maturities until '28, Adler Group has good flexibility to determine its next strategic steps. The Board of Directors is being advised by Evercore, a leading international investment bank and strategy adviser to evaluate strategic options for the Berlin residential portfolio and the related financing structures. This open-ended review represents a key strategic focus for the company in '26, and we will keep you updated on this process. The debate on expropriation of private housing in Berlin is a growing concern in our reasoning. Even if the process of the expropriation initiative is not expected to commence before the Berlin election in September '26, we closely monitor the events and the legal assessment. And with that, I would like to thank you for dialing in. We are now looking forward to your questions.

Thank you Karl and Thorsten. And I hand it over to our operator [ Moritz ] to open up for Q&A.

[Operator Instructions] So it looks like there are no questions. So I would now like to turn the conference back over to Karl Reinitzhuber for any closing remarks.

Yes. Thanks, Moritz. Well, thanks, everyone, for joining today. We will publish our first quarter report on May 28, and the respective results presentation will take place on the same day. Thorsten and I look forward to speaking to you then. All the best for everyone. We close the call.