Investor Presentation • Nov 7, 2019
Investor Presentation
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ROADSHOW GENEVA / ZURICH
07 NOVEMBER 2019



| Operational achievements |
H1 2019 business development in line with our expectations – Construction launched for 5 projects (€160m exp. sales volume); €132m of concluded sales contracts Successfully re-organized corporate level financing with 3-year term loan (€200m) in Q2 and promissory note (€98.5m) in Q3 Strategic corporate acquisition of residential development platform in northern Bavaria Approved (y-t-d) new projects with aggregate €689m expected sales volume (incl. corporate acquisition) Acquisition and sale of ~€600m GDV project in Frankfurt/Main expected to become effective in current financial year |
|---|---|
| Financial performance |
Adjusted revenues increased by 25% to €174.2m (previous year: €139.4m) Adjusted gross profit margin of 33.6% (previous year: 26.1%) Adjusted EBIT almost tripled to €32.3m (previous year: €11.9m) Adjusted Net Income significantly improved to €27m (previous year: -€2.0) |
| Outlook | FY 2019 outlook significantly increased taking into consideration new large project in Frankfurt/Main Mid-term revenue guidance until FY 2022 confirmed with full coverage by existing projects |


Proven track record
28 years Company experience
>1 million sqm Successfully developed and marketed since1991 annum between '15-'18
~1,000 units Sold on average per
Nationwide platform
8 branches + HQ Present in all key German
metropolitan regions
~330 Employees (as of 30/06/2019)
~€2bn Expected sales volume of approved projects in 2018 and until 08/2019
~€5.3bn Expected sales volume of project portfolio as of 08/2019 First mover in building up a nationwide residential developer platform in Germany
Focus on developing modern, urban, multi-family, residential buildings
Established operating platform with ability to achieve further scale gains
Attractive project portfolio and identified acquisition opportunities underpinning strong and profitablegrowth
Prudent approach to risk management Proprietary and tailored management information system
Diligent site selection criteria leadingto attractive and consistentreturns


Source: Company information.





01 | Instone Overview
02 | Corporate Acquisition

Well established platform in new region with 30+ years track record in residential development
2
1
C. €300m secured pipeline; €250m identified short-term acquisition pipeline
3
4
Attractive ROCE
Mid-term margin optimization
Acquisition of highly skilled resources and well established platform in attractive region of Northern Bavaria, previously not covered by Instone
Near-term revenue potential with around 85% of revenues from secured pipeline expected until 2022
Consideration is equivalent to 8% post tax unlevered Return on Capital for Instone plus platform value
Instone "single awarding" of works will drive mid-term margin increase (avg. margin of existing projects at 20.5%)

Total consideration of €74m for all outstanding equity and financial debt and including all transaction costs
Agreed earn-out for additional pre-identified 4 projects
Cooperation agreement with Sontowski & Partner Group targeting joint development of mixed use quarters where Instone will cover the residential development part
Transaction will not require external financing



• In 2019 approved new projects of total €689m expected sales volume (including S&P portfolio)
New projects (YTD 2019):
]
| Project / Location | Exp. sales volume |
Exp. Units (~) |
|
|---|---|---|---|
| e n o |
Hamburg / Rothenburgsort | €182m | 716 |
| Hamburg / Behringstrasse | €34m | 70 | |
| t s n |
Herrenberg III / Schäferlinde | €55m | 141 |
| I | Leipzig / Rosa-Luxemburg-Str. | €116m | 330 |
| u a b |
Nuremberg / Seetor |
€103m | 199 |
| Nuremberg / Schopenhauerstr. |
€65m | 101 | |
| t d a |
Nuremberg / Student Housing |
€65m | 461 |
| t S P |
Regensburg / Marina Bricks | €28m | 50 |
| & S |
Rosenheim / Student Housing |
€22m | 151 |
| Erlangen / City Center Developm. | €19m | 32 | |
| Total | €689m | ~2,251 |

1,200 residential units, thereof around 400 publicly subsidized, 3 daycare centres



|
16
| Federal Government | Berlin Senat (proposal for Berlin only) |
||
|---|---|---|---|
| Mietpreisbremse | Mietendeckel "Rent cap" |
||
| • The "Mietpreisbremse" shall be extended by 5 years until 2025 • The period under review for the determination of the "Mietspiegel" (basis for "Mietpreisbremse") shall be extended from currently 4 to 6 years • In case of re-letting the new rent may still exceed the "Mietspiegel" by max. 10% • Overpaid rent can be reclaimed by the tenant retroactively for a period of 2.5 years after conclusion of the rental contract • New built apartments remain exempt from the "Mietpreisbremse" (incl. apartments being used and leased for the first time after 1 Oct 2014) Federal Government targeting rapid parliamentary implementation of the new regulations (by YE 2019) |
• Properties built after Jan 1, 2014 and subsidised/rent-controlled properties are excempt from rent cap, excemption includes any re-lettings • Rents for multi-family properties will be frozen at levels as of 18/06/19 for a period of 5 years • Rent caps will be calculated on the basis of the 2013 "Mietspiegel" plus 13.5% reflecting the increase of household income since then • Different rent caps apply subject to year of construction and quality. The rent ceiling range will be €6.45-9.80/sqm/month. • Frozen in-place rents will be subject to an annual inflation-based increase of 1.3% from 2022 onwards • Sitting tenants can apply for rent reduction if current rents are exceeding relevant rent ceilings by more than 20%. Rent reduction to the level of 20% above rent ceiling will only be implemented 9 months after the new law has been in place. • New letting rent cannot exceed the relevant rent cap • Rent increases after modernisation works (related to climate protection or barrier-free access) will be allowed up to an amount of €1.00/sqm without prior approval. Approval will be required for modernisation where rent increases will exceed €1.00/sqm (Berlin might provide subsidies for |
Proposed time table: Date Event 18 Jun Senate approved key elements of proposed law 31 Aug Draft law available 18 Oct Senate approved final version of law 31 Oct - Berlin parliament 12 Dec debates draft 20 Dec Parliament approves law |
|
| higher investments) • Berlin CDU Group announces lawsuit against Mietendeckel due to constitutional concerns |
Jan 20 Law comes in effect |




Instone portfolio by region Instone portfolio by region - unsold per H1/2019


| Owner occupiers |
Institutional buyers |
Buy to let investors |
|
|---|---|---|---|
| e c n a v e el R |
▪ Will continue to be the largest single source of sales for Instone ▪ Affordability remains strong and with compelling ownership vs rent economics |
▪ Municipal and state owned property companies key buyers of rent restricted units ▪ Pension funds and insurance companies active buyers of Instone projects to cover regular payment obligations |
▪ Historically focused on Instones listed property projects considering significant tax benefits ▪ In addition, strong and consistent interest to buy small to medium sized new build appartments |
| fits e n o n nst e b I y r e o K f |
▪ Attractive customer group and still on average prepared to pay a premium over institutional buyers ▪ Huge pent-up demand and lack of comparable products in rental market ▪ Attractive financing environment |
▪ Pricing increasingly competitive ▪ In selective instances exceeding owner occupier sales prices for the right product and location ▪ Significant pressure to invest in yielding assets expected to accelerate in light of depressed rates environment |
▪ Additional source of demand with broader regional flexibility compared to owner occupiers ▪ Less focused on immediate yield ▪ Looking for save haven investment alternatives with mid- to long term capital appreciation potential ▪ Typical investment of €200,000 – 300,000 ▪ Significant share of repeat customers |
| n o o y t ati vit ut g nsiti e r nt e S e r |
▪ Expected to be essentially insensitive to rent regulation ▪ More likely to increase demand to buy as rent regulation will reduce available product |
▪ Berlin currently uninvestable for most institutions ▪ Expected to further increase focus on new built versus standing properties outside of Berlin ▪ Appetite to invest (outside Berlin) remains unabated |
▪ Financing cost vs initial rental yield more relevant than rental regulation |




| H1 2019 Results of Operations (€m, ppa adj.) |
|||
|---|---|---|---|
| H1 2019 | H1 2018 | Delta | |
| Revenues | 174.2 | 139.4 | 25.0% |
| Project cost |
-115.7 | -103.0 | 12.3% |
| Gross profit | 58.5 | 36.4 | 60.7% |
| Margin | 33.6% | 26.1% | |
| Platform cost |
-26.2 | -24.5 | 6.9% |
| EBIT | 32.3 | 11.9 | 271% |
| Margin | 18.5% | 8.5% | |
| Financial Result |
-3.1 | -4.5 | 31.1% |
| EBT | 28.4 | 7.3 | 389% |
| Margin | 16.3% | 5.2% | |
| Taxes | -1.4 | -9.3 | -84.9% |
| Tax rate |
4.9% | 127.4% | |
| Net income | 27.0 | -2.0 | >100% |


| 22 (Revenue recognition under Instone Group's adjusted results of operations, which is the basis of the Company's forecast, will continue to reflect share deals and asset deals in the same way, i.e. equivalent to the requirements stipulated in IFRS 15 irrespective of an expected IFRS IC decision to exclude share deals from revenue recognition over time in accordance with IFRS 15)

| In € million | H1 2019 | H1 2018 |
|---|---|---|
| EBITDA | 34.3 | 12.1 |
| Other non-cash items | -0.1 | 3.7 |
| Taxes paid |
-6.3 | -4.5 |
| Change in working capital |
-26.4 | -67.4 |
| thereof new land plot acquisition payments |
-51.4 | -19.0 |
| Operating cash flow | 1.5 | -56.11 |
1 without reimbursements if IPO costs from former shareholder
• Operating cash flow prior to new land investments exceeding €50m for H1
| In € million | H1 2019 | H1 2019 | FY 2018 |
|---|---|---|---|
| actual | pro-forma* | ||
| Corporate debt |
67.0 | 101.2 | 66.1 |
| Project related debt |
215.1 | 255.1 | 199.5 |
| Financial debt | 282.1 | 356.3 | 265.5 |
| - Cash and cash equivalents |
102.0 | 102.0 | 88.0 |
| Net financial debt |
180.1 | 254.3 | 177.5 |
| EBITDA (adjusted) (LTM) | 72.3 | 72.3 | 50.2 |
| Net debt/adjusted EBITDA |
2.5x | 3.5x | 3.5x |
| Gross corporate debt / adjusted EBITDA less project interest expenses |
1.1x | 1.6x | 1.6x |
*Incl. acquisition of S&P
• Moderate leverage of 3.5x pro-forma for our S&P acquisition



Future growth fully funded

07 | Appendix




(*Revenue guidance including impact from new large project in Frankfurt/Main)
(**% figures as of 30/06/19; referring to midpoint of guidance; incl. S&P acquisition pro forma and new large project in Frankfurt/Main)

07 | Appendix

| H1 2019 | €k |
|---|---|
| Cost of materials |
-160,563 |
| Changes in inventories |
+48,358 |
| Indirect sales cost |
-1,294 |
| Capitalized interest on changes in inventories |
-2,195 |
| Total project cost |
-115,695 |


Technical and business
consulting Non-deductible input tax
Rentals and leasing costs
| H1 2019 | €k |
|---|---|
| Personnel expenses |
-16,543 |
| Other operating income |
+2,614 |
| Other operating expenses |
-13,989 |
| Indirect sales cost |
+1,294 |
| Subsequent expenses for company acquisition | +458 |
| Total platform cost |
-26,166 |

| In €m | H1 2019 | H1 20181 |
|---|---|---|
| Total revenue | 170.1 | 131.5 |
| Changes in inventories | 48.4 | 15.0 |
| 219.3 | 146.5 | |
| Other operating income | 2.6 | 0.7 |
| Cost of materials | -160.5 | -116.6 |
| Staff costs | -16.5 | -14.4 |
| Other operating expenses | -12.0 | -11.4 |
| Depreciation and amortization | -2.0 | -0.2 |
| Earnings from operative activities |
30.9 | 4.6 |
| Income from associated affiliates | -0.4 | -0.1 |
| Other net income from investments | 0.0 | 0.0 |
| Finance income | 0.7 | 0.8 |
| Finance costs | -6.2 | -5.9 |
| Changes of securities classified as financial assets | 0.2 | -0.1 |
| EBT (reported) | 25.2 | -0.6 |
| Income taxes | -0.4 | -6.8 |
| Net income (reported) | 24.9 | -7.4 |
1
2
In the first half year of 2019, the Instone Group increased its revenues significantly compared to the same period in the previous year. Revenues amounted to €170.1 million (adjusted previous year: €131.5 million). Significantly increased sales ratios in Q1 2019 and the significant increase in construction progress in H1 2019 increased revenues by €38.6 million.
Purchase price payments for land already secured in previous years – mainly for the "City Prague", Stuttgart, "Rote Kaserne", Potsdam, "Garden City", Dortmund and "Wiesbaden-Delkenheim" projects in Q1 2019 as well as for the "Friedberger Landstraße" and "Idsteiner Straße", both Frankurt a.M. projects in Q2 2019 – and the increase in construction activities for project developments led to an increase in the cost of materials to €160.5 million (adjusted previous year: €116.6 million).
Staff costs in H1 2019 were €16.5 million (previous year: €14.4 million) – a light increase mainly due to the increase in the FTE figure of 267.3 (previous year: 247.5). 3
Financing costs are slightly higher than last year, despite a stronger increase in financial liabilities. 4
Income taxes for the first six months of the current year are about €-0.4 million (previous year: €-6.8 million). The positive development mainly results from the recognition of tax loss carryforwards of the parent company from previous years. 5

| In €m | H1 2019 | FY 2018 |
|---|---|---|
| Non-current assets | 13.7 | 2.8 |
| Inventories | 453.0 | 404.4 |
| Contract assets | 134.2 | 158.5 |
| Other receivables | 24.9 | 33.0 |
| Cash and cash equivalents | 102.0 | 88.0 |
| Current assets | 714.0 | 683.8 |
| Total assets | 727.7 | 686.6 |
| Total equity | 272.2 | 246.7 |
| Financial liabilities | 189.4 | 177.7 |
| Other provisions and liabilities | 17.9 | 8.5 |
| Deferred tax liabilities | 29.6 | 32.2 |
| Non-current liabilities | 236.9 | 218.4 |
| Financial liabilities | 92.7 | 87.8 |
| Trade payables | 70.7 | 78.3 |
| Other provisions and liabilities | 55.2 | 55.1 |
| Current liabilities | 218.6 | 482.7 |
| Total equity and liabilities | 727.7 | 686.6 |
7
6 As at 30 June 2019, inventories had risen to €453.0 million (previous year: €404.4 million). This increase in inventories results from the increased completion of work-in-progress and the increase in land acquistion.
The receivables from customers for work-in-progress already sold and valued at the current completion level of development sunk to €453.9 million (previous year: €466.9 million), due to the deliveries of completed projects. Advance payments received from customers amounted to €327.8 million (previous year: €318.1 million). Capitalised direct sales costs fell to €8.1 million (previous year: €9.7 million). The balance of these items resulted in a moderate reduction in contract assets to €134.2 million (previous year: €158.5 million).
Overall financial liabilities increased to €282.1 million as at 30 June 2019 (previous year: €265.6 million). This increase by a total of €16.5 million resulted from the financing of the increased completion of project developments and the increase in land acquistion. 8
Trade payables decreased to €70.7 million (previous year: €78.3 million). This was primarily attributable to the lower advance performance of the subcontractors as of the balance sheet date. 9

| In €m | H1 2019 | H1 20181 | |
|---|---|---|---|
| Consolidated earnings | 24.8 | -7.4 | |
| Other non-cash income and expenses | 4.6 | 2.0 | |
| Decrease / increase of inventories, contract assets, trade receivables and other assets |
-16.7 | 146.2 | |
| Increase / decrease of contract liabilities, trade payables and other liabilities |
-5.0 | -162.8 | |
| Income taxes paid | -6.3 | -4.5 | |
| 10 | Cash flow from operating activities | 1.5 | -26.6 |
| 11 | Cash flow from investing activities | -0.0 | 0.8 |
| Free cash flow |
1.5 | 25.8 | |
| Increase of issued capital incl. contributions to capital reserves | 0.0 | 150.5 | |
| Increase from other neutral changes in equity | 0.0 | -9.1 | |
| Repayment of shareholder loans / Payout to non-controlling interests | 0.0 | -28.3 | |
| Cash proceeds from borrowings | 131.7 | 58.8 | |
| Cash repayments of borrowings | -117.3 | -86.9 | |
| Interest paid | -1.8 | -5.5 | |
| 12 | Cash flow from financing activities | 12.5 | 79.6 |
| Cash change | 14.0 | 53.8 | |
| Cash and cash equivalents at the beginning of the period |
88.0 | 73.6 | |
| Cash and cash equivalents at the end of the period |
102.0 | 127.4 |
1 Previous year's figure adjusted

| In € million | Q2 19 | Q1 19 | Q4 18 | Q3 18 | Q2 18 | Q1 18 |
|---|---|---|---|---|---|---|
| Volume of sales contracts |
69.0 | 62.8 | 206.2 | 104.2 | 120.0 | 30.0 |
| Project Portfolio (as of) |
5,091.7 | 4,790.2 | 4,763.2 | 3,620.3 | 3,589.1 | 3,408.5 |
| thereof already sold (as of) |
1,128.7 | 1,061.1 | 998.2 | 971.9 | 867.8 | 779.9 |
| In units | Q2 19 | Q1 19 | Q4 18 | Q3 18 | Q2 18 | Q1 18 |
|---|---|---|---|---|---|---|
| Volume of sales contracts |
120 | 170 | 459 | 245 | 273 | 56 |
| Project Portfolio (as of) |
11,628 | 11,041 | 11,041 | 8,924 | 8,863 | 8,355 |
| thereof already sold (as of) |
2,684 | 2,564 | 2,395 | 2,283 | 2,038 | 1,849 |
(Unless otherwise stated, the figures are quarterly values)



| Project | City | Adj. Revenues (€m) |
|---|---|---|
| Quartier Stallschreiber Strasse / Luisenpark |
Berlin | 44.1 |
| Wohnen am Kurpark / Wilhelm IX |
Wiesbaden | 24.1 |
| Marienkrankenhaus | Frankfurt | 21.1 |
| City Prag – Wohnen im Theaterviertel |
Stuttgart | 18.9 |
| Heeresbäckerei | Leipzig | 18.8 |
| Franklin | Mannheim | 12.0 |
| Rebstock | Frankfurt | 10.5 |
| Sebastianstrasse / Schumanns Höhe |
Bonn | 6.4 |
| west.side | Bonn | 6.1 |
| Therese | Munich | 4.4 |
| Others | 7.8 | |
| Total | 174.2 |

| Project | City | Volume (€m) | Units |
|---|---|---|---|
| Quartier Stallschreiber Strasse / Luisenpark |
Berlin | 37.0 | 70 |
| Marienkrankenhaus | Frankfurt | 28.4 | 29 |
| Sebastianstrasse / Schumanns Höhe |
Bonn | 19.9 | 45 |
| Theaterfabrik | Leipzig | 14.5 | 49 |
| Wohnen am Kurpark / Wilhelms IX | Wiesbaden | 14.0 | 22 |
| Schulterblatt | Hamburg | 4.3 | 52 |
| Franklin | Mannheim | 3.9 | 12 |
| Others | 9.8 | 11 | |
| Total | 131.8 | 290 |

| Project | City | Exp. Sales Volume (€m) |
Units |
|---|---|---|---|
| City-Prag – Wohnen im Theaterviertel |
Stuttgart | ~110 | ~250 |
| Theaterfabrik | Leipzig | ~20 | ~75 |
| Sebastianstrasse / Schumanns Höhe (1st section) |
Bonn | ~18 | ~55 |
| Friedrich-Ebert-Strasse | Leipzig | ~10 | ~15 |
| Fregestrasse | Leipzig | ~2 | ~5 |
| Total | ~160 | ~400 |

| Project | City | Sales volume (€m) |
Units |
|---|---|---|---|
| Marienkrankenhaus | Frankfurt | 121.8 | 105 |
| Quartier Stallschreiber Strasse / Luisenpark |
Berlin | 51.3 | 70 |
| Schwarzwaldstrasse | Herrenberg | 47.6 | 117 |
| Sebastianstrasse / Schumanns Höhe |
Bonn | 36.1 | 103 |
| Wohnen am Kurpark / Wilhelms IX | Wiesbaden | 23.4 | 28 |
| Others | 19.6 | 16 | |
| Total | 299.8 | 439 |

| Project | Location | Sales volume (expected) |
Land plot acquired |
Building right obtained |
Sales started |
Construction started |
|---|---|---|---|---|---|---|
| Hamburg | ||||||
| Essener Straße |
Hamburg | 94 Mio . € |
||||
| Schulterblatt | Hamburg | 91 Mio . € |
||||
| Kösliner Weg |
Norderstedt-Garstedt | 105 Mio . € |
||||
| Sportplatz Bult |
Hannover | Mio 120 . € |
||||
| Behringstraße | Hamburg | Mio 34 . € |
||||
| Rothenburgsort | Hamburg | Mio 182 . € |
||||
| Berlin | ||||||
| Quartier Stallschreiber Straße / Luisenpark |
Berlin | 236 Mio . € |
||||
| Wendenschloss | Berlin | 125 Mio . € |
||||
| Rote Kaserne West |
Potsdam | Mio 47 . € |
||||
| NRW | ||||||
| Sebastianstraße / Schumanns Höhe |
Bonn | 68 Mio . € |
||||
| Niederkasseler Lohweg |
Dusseldorf | 80 Mio . € |
||||
| Dusseldorf Unterbach Wohnen im Hochfeld / |
Dusseldorf | 141 Mio . € |
||||
| west.side | Bonn | 185 Mio . € |
||||
| Gartenstadtquartier | Dortmund | Mio 100 . € |
39 | a) Semi-filled circle means that the milestone has yet been achieved for sections of the project (land plot acquisition, start of sales or construction). Concerning the building right the semi-filled circle means that the zoning process has been initiated. No circle for "land plot acquired" means that the land has not yet been purchased but secured by contract.

40 | a) Semi-filled circle means that the milestone has yet been achieved for sections of the project (land plot acquisition, start of sales or construction). Concerning the building right the semi-filled circle means that the zoning process has been initiated. No circle for "land plot acquired" means that the land has not yet been purchased but secured by contract.

| Project | Location | Sales volume (expected) |
Land plot acquired |
Building right obtained |
Sales started |
Construction started |
|---|---|---|---|---|---|---|
| Baden-Wurttemberg | ||||||
| City-Prag - Wohnen im Theaterviertel |
Stuttgart | Mio 126 € |
||||
| Wohnen am Safranberg |
Ulm | Mio 49 € |
||||
| Franklin | Mannheim | 69 Mio € |
||||
| Schwarzwaldstraße | Herrenberg | 48 Mio € |
||||
| S`Lederer | Schorndorf | 87 Mio € |
||||
| Neckartalterassen | Rottenburg | Mio 115 € |
||||
| Schäferlinde | Herrenberg | Mio 56 € |
||||
| Bavaria | ||||||
| Therese | Munich | Mio 136 € |
||||
| Ottobrunner Str 90/92 |
Munich | 83 Mio € |
||||
| Beethoven | Augsburg | 135 Mio € |
||||
41 | a) Semi-filled circle means that the milestone has yet been achieved for sections of the project (land plot acquisition, start of sales or construction). Concerning the building right the semi-filled circle means that the zoning process has been initiated. No circle for "land plot acquired" means that the land has not yet been purchased but secured by contract.


Significant amount of construction costs covered by customers' regular payments




Source: Voting right notifications according to Article 40, Section 1 of the WpHG [the German Securities Trading Act]
| 15-17 Oct | Roadshow New York / Boston / Toronto |
|---|---|
| 7 Nov | Roadshow Geneva / Zurich |
| 14-15 Nov | 121 Property Investment Conference, Hong Kong |
| 26 Nov | Publication of Quarterly Statement as of 30/09/19 |
| 27 Nov | Deutsches Eigenkapitalforum, Frankfurt/Main |
| 5 Dec | Roadshow Helsinki / Stockholm |
Thomas Eisenlohr (Head of Investor Relations) Instone Real Estate Group AG Grugaplatz 2-4, 45131 Essen T +49 201 45355-365 | F +49 201 45355-904 [email protected] [email protected] www.instone.de
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