Quarterly Report • May 30, 2022
Quarterly Report
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| For the three months ended | For the year ended |
||
|---|---|---|---|
| In EUR thousand | 31 March 2022 | 31 March 2021(*) | 31 Dec 2021 |
| Income from rental activities | 107,751 | 112,407 | 495,092 |
| EBITDA from rental activities | 48,637 | 54,215 | 227,748 |
| EBITDA from rental activities margin | 68.5% | 64.3% | 65.8% |
| EBITDA Total | 43,209 | 25,323 | 208,246 |
| FFO 1 (from rental activities) | 29,750 | 32,327 | 137,072 |
| FFO 2 (incl. disposal results and development activities) | 14,847 | (13,222) | 60,883 |
(*) Prior period's revenue (increased by EUR 218.7 million), cost of operations (increased by EUR 253.5 million), income tax expense (decreased by EUR 1.9 million) and profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
| Residential(*) | 31 March 2022 | 31 Dec 2021 |
|---|---|---|
| Monthly in-place rent (EUR per m2) | EUR 7.46 | EUR 7.45 |
| Total vacancy rate | 1.2% | 1.1% |
| Number of units | 27,443 | 27,469 |
| Like-for-like rental growth | 2.1% | 2.5% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
| In EUR thousand except per share data | 31 March 2022(*) | 31 Dec 2021(*) |
|---|---|---|
| Fair value of properties | 10,080,404 | 9,965,420 |
| LTV | 52.0% | 50.9% |
| EPRA NRV | 4,583,899 | 4,649,372 |
| EPRA NRV per share (EUR) | 39.01 | 39.57 |
| EPRA NTA | 4,197,861 | 4,268,575 |
| EPRA NTA per share (EUR) | 35.72 | 36.33 |
(*) Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions.
The Adler Group owns and manages approximately 27,500 residential rental units throughout Germany and has a development pipeline of approximately 6,000 new flats in Germany's top cities.
We want to ensure people have the living space they need – today and tomorrow. That is why we provide affordable contemporary housing and realise real estate projects that are fit for the future.
RESIDENTIAL RENTAL PORTFOLIO
DEVELOPMENT PIPELINE
27,443
units
Share information (as at 31 March 2022)
| 1st day of trading | 23 July 2015 |
|---|---|
| Subscription price | EUR 20.00 |
| Price at the end of Q1 2022 | EUR 12.03 |
| Highest share price LTM | EUR 26.76 |
| Lowest share price LTM | EUR 8.64 |
| Total number of shares | 117.5 million |
| ISIN | LU1250154413 |
| WKN | A14U78 |
| Symbol | ADJ |
| Class | Dematerialised shares |
| Free float | 65.97% |
| Stock exchange | Frankfurt Stock Exchange |
| Market segment | Prime Standard |
| Market index | SDAX |
| ERPA indices | FTSE EPRA / NAREIT Global |
| Index, FTSE EPRA / NAREIT | |
| Developed Europe Index, | |
| FTSE EPRA / NAREIT | |
| Germany Index |
(as at 31 March 2022)
Gerda Caner 7.44%
Aggregate Holdings S.A. 6.10%
Adler Group shares are traded on the Prime Standard of the Frankfurt Stock Exchange. During the 12 months ended 31 March 2022, the shares traded between EUR 8.64 and EUR 26.76. Adler Group shares are included in the SDAX index of Deutsche Börse and the relevant real estate sector indices of the EPRA index family.
As at 31 March 2022, the total number of outstanding shares of Adler Group amounts to 117.5 million. On that date, the main shareholder with holdings of over 5% were Vonovia SE (20.49%)(1) , Gerda Caner (7.44%) and Aggregate Holdings S.A. (6.10%)(2). The remaining 65.97% free float shares were mainly held by institutional investors.
As a dividend policy, the Company intends to pay dividends in an amount of up to 50% of FFO 1. In accordance with this dividend policy, the amount shall be distributed as annual dividends to the shareholders. The distribution of dividends is subject to a respective resolution of the annual General Meeting (AGM).
For the 2021 dividend, the Board of Directors concluded that it is not advisable for the Company to pay a dividend in the light of the existing disclaimer of opinion by the auditor. Accordingly, the Board will recommend to the coming AGM to not pay a dividend for the financial year 2021.
(1) Shares were held at a custodian until 19 April 2022 due to pending mandatory formal antitrust clearance.
(2) According to the official notifications received from the shareholders.
Adler Group S.A. is a well-diversified residential real estate company with properties in Germany valued at EUR 10.1 billion. We hold and manage approximately 27,500 apartments in our core portfolio, with an additional 6,000 units under development in Germany's top cities.
Our business model focuses on asset and portfolio management, property and facility management and identifying residential properties throughout Germany that present opportunities to create value by increasing rents and decreasing vacancies. With our strategic landbank in the top German cities and our highly experienced development platform, we expect the build-to-hold development projects to be completed over the next 6–8 years. We will deliver new residential units in a strategic effort to address the ongoing housing shortage in Germany. Our 976 operational employees are based in several locations across Luxembourg and Germany bringing us closer to our assets and tenants.
We focus on increasing rents through active asset management and targeted investments to modernise, refurbish and re-position our properties, while constantly screening and anticipating developments in different sub-markets. Our strategy to realise upside potential consists of the following approaches: We pursue regular rent increases up to the market levels (i) within the regulatory and legal limits as well as (ii) through tenant fluctuation. In addition, we continuously review rent potentials and pur-
sue growth beyond the rent tables through targeted CAPEX investments to modernise, refurbish and/or reposition our properties allowing for higher rent levels. Lastly, we reduce portfolio vacancy through active marketing with an approach tailored to the respective micro-location. Our strategy allows and also leads us to choose high quality tenants, which continuously improves our tenant structure by maintaining our portfolio assets at the market standard suitable for current demand.
By disposing of non-core assets, we aim to streamline our rental portfolio by increasing our focus on mid and largesize cities where we can manage a critical mass of assets and simultaneously improve our profitability and portfolio KPIs. By selling selected assets at book value or above, we aim to continuously demonstrate the resilience of the German residential real estate market. Active capital recycling enables us to fund the construction of our development pipeline, which will further improve the quality of our portfolio.
Furthermore, we also expect to benefit from Consus' ongoing forward sales and condominium sales of its development projects to yield NAV accretive growth over the next three to four years.
Through the integration of ADLER and Consus, we have grown and diversified our business by securing a clear and profitable organic growth path which rests upon our high quality build-to-hold development pipeline with a current gross asset value (GAV) of EUR 900 million. We aim to develop approximately 500,000 m² of additional rental area across 6,000 additional rental units in Germany's top cities over the next ten years. In addition to that, selected CAPEX and modernisation measures in our core portfolio will elevate the quality of our rental portfolio and simultaneously improve the energy efficiency.
We intend to simplify our capital structure. Our financial policy includes a sustainable target of LTV below 50% in the medium-term, without equity raising requirements.
Our portfolio and operational excellence combined with our sustainable financing strategy allows us to distribute stable dividends on an annual basis with a targeted payout ratio of up to 50% of FFO 1 (from rental activities).
For the 2021 dividend, the Board of Directors concluded that it is not advisable for the Company to pay a dividend in the light of the existing disclaimer of opinion by the auditor. Accordingly, the Board will recommend to the coming AGM to not pay a dividend for the financial year 2021.
The Company's corporate governance practices are governed by Luxembourg Law (particularly the Luxembourg law of 10 August 1915 on commercial companies, as amended) and the Company Articles. As a Luxembourg company with its shares admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, the Company is not subject to any specific mandatory corporate governance rules. The corporate governance practices applied by the Company are those applied under general Luxembourg law.
As at 31 March 2022, the Board comprised as follows:
Prof. Dr. A. Stefan Kirsten, Chairman Independent Director
Dr. Peter Maser, Deputy Chairman Independent Director
Mr Maximilian Rienecker
Director
Mr Thierry Beaudemoulin
Director
Independent Director
Independent Director
Independent Director
Note: Due to the disclaimer of opinion by the auditor on the consolidated financial statements and the annual accounts of Adler Group S.A., all members of the Board of Directors who held a mandate in 2021 offered their resignation on 30 April 2022 with immediate effect. For the continuity of the Company, the resignations of Thilo Schmid, Thomas Zinnöcker and Co-CEO Thierry Beaudemoulin were only accepted with effect as of the date of the General Meeting of the Company on 29 June 2022. At the time of publication of this report, the Board of Directors consists of the Chairman of the Board of Directors Prof. Dr. A. Stefan Kirsten, the CEO and Daily Manager Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker. At the General Meeting the board will then stand for reelection.
As at 31 March 2022, our residential rental portfolio has a strong focus on Berlin as well as some other larger cities primarily in North Rhine-Westphalia such as Duisburg and Düsseldorf.
The size of the residential rental portfolio has decreased significantly due to a large portfolio disposal completed in 2021 as well as further portfolio disposals in 2022 which have partly been carried out already with corresponding assets being reclassified to assets held-for-sale as at 31 March 2022.
The figures shown in this section show the residential core portfolio and do not comprise any assets classified as heldfor-sale (with the exception of maintenance and CAPEX figures which are based on the total residential portfolio in Q1 2022).
| Location | Fair value EUR m Q1 22 |
Fair value EUR/m2 Q1 22 |
Units | Lettable area m2 |
NRI(**) EUR m Q1 22 |
Rental yield (in-place rent) |
Vacancy Q1 22 |
Vacancy Δ YoY LFL |
Q1 22 Avg. Rent EUR/m2/ month |
NRI Δ YoY LFL |
Rever sionary potential |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Berlin | 4,974 | 3,629 | 19,804 | 1,370,442 | 131.9 | 2.7% | 0.8% | (0.9%) | 8.04 | 2.3% | 21.4% |
| Other | 709 | 1,456 | 7,639 | 486,898 | 33.5 | 4.7% | 2.5% | 0.2% | 5.88 | 1.4% | 17.1% |
| Total | 5,683 | 3,060 | 27,443 | 1,857,340 | 165.4 | 2.9% | 1.2% | (0.6%) | 7.46 | 2.1% | 20.6% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
(**)Annualised net rental income.
In addition to our financial performance indicators, we also use the following non-financial operating performance indicators.
The vacancy rate shows the ratio of m² of vacant units in our properties to total m². Vacancy rate is used as an indicator of the current letting performance.
The in-place rent per m² provides an insight into the average rental income from the rented properties. It serves as an indicator of the current letting performance.
The like-for-like rental growth is the change rate of the net rents generated by the like-for-like residential portfolio over the last 12 months.
All of the above-described non-financial performance indicators are key drivers for the development of rental income.
The total amounts spent on maintenance and CAPEX in relation to the total lettable area of our portfolio are further operational figures to ensure an appropriate level of investment in our real estate portfolio.
| 31 March 2022 | 31 Dec 2021 | |
|---|---|---|
| Number of units | 27,443 | 27,469 |
| Average rent/m²/month | EUR 7.46 | EUR 7.45 |
| Vacancy | 1.2% | 1.1% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
The average rent per m2 increased to EUR 7.46 in the course of the year, while the vacancy rate marginally increased to 1.2% due to seasonal effects.
| In % | LTM(**) 31 March 2022 |
1 Jan - 31 Dec 2021 |
|---|---|---|
| Like-for-like rental growth | 2.1% | 2.5% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects. (**) Last 12 months (LTM).
Like-for-like rental growth of our Berlin portfolio amounted to 2.3% while like-for-like rental growth of the remaining portfolio stood at 1.4%.
Our fully integrated active asset management is focused on rental growth and employs dedicated strategies to drive all relevant components. In units that require modernisation, we invest CAPEX to improve quality to meet today's standards and regulations. Applying the relevant regulatory framework accurately and efficiently is key to our success in maximising rental growth for our let units.
| In EUR per m² | 1 Jan - 31 March 2022 |
1 Jan - 31 Dec 2021 |
|---|---|---|
| Maintenance | 0.8 | 5.2 |
| CAPEX | 8.0 | 21.8 |
| Total | 8.8 | 27.0 |
| In EUR million | 1 Jan - 31 March 2022 |
1 Jan - 31 Dec 2021 |
|---|---|---|
| Maintenance | 2.8 | 23.1 |
| CAPEX | 26.6 | 97.1 |
| Total | 29.4 | 120.2 |
Total investment in the portfolio amounted to EUR 29.4 million resulting in the maintenance and CAPEX cost per m2 in the first three months of 2021 amounting to EUR 8.8. Please note that both maintenance and CAPEX figures cover investments in the total yielding asset portfolio (including assets classified as held for sale).
Our active asset management aims to minimise our vacancy rate while keeping the necessary flexibility for our portfolio optimisation.
| 31 March 2022 | 31 Dec 2021 | |
|---|---|---|
| Total vacancy (units) | 337 | 309 |
| Total vacancy (m²) | 22,715 | 20,360 |
| Total vacancy rate | 1.2% | 1.1% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
VACANCY RATE
TOTAL PORTFOLIO
1.2%
The European Public Real Estate Association (EPRA) changed its definition of net asset value (NAV) in October 2019 and it was applied for the first time in the 2020 financial year. The key figures NAV and NNNAV have been replaced by three new figures: Net Reinstatement Value (NRV), Net Tangible Asset (NTA) and Net Disposal Value (NDV).
In addition to the new EPRA NAV metrics, we continue to show EPRA NAV based on the previous EPRA Best Practice Recommendations (BPRs).
EPRA NAV represents the fair value of net assets on an ongoing, long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances, such as the fair value of financial hedging derivatives and deferred taxes on property valuation surpluses, are therefore excluded. Similarly, trading properties are adjusted to their fair value under the EPRA NAV measure.
EPRA NAV makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy.
Adler Group has an outstanding convertible bond, which might be converted into equity at maturity. To take this fact into account, we present all the NAV metrics on a diluted basis as well which includes the fair value of the convertible bond and the fully diluted number of shares at the corresponding reporting date.
Total equity attributable to owners of the Company
1) Difference between inventories carried in the balance sheet at cost (IAS 2) and the fair value of inventories.
2) Fair value of financial instruments that are used for hedging purposes where the Company has the intention of keeping the hedge position until the end of the contractual duration.
3) For EPRA NAV and EPRA NRV: Deferred taxes as per the IFRS balance sheet in respect of the difference between the fair value and the tax book value of investment property, development property held for investment, intangible assets, or other non-current investments.
For EPRA NTA: Only deferred taxes relating to the proportion of the portfolio that is intended to be held in the long-run and not sold are excluded.
The objective of the EPRA NRV measure is to highlight the value of net assets on a long-term basis. Assets and liabilities which are not expected to crystallise in normal circumstances, such as the fair value movements on financial hedging derivatives and deferred taxes on property valuation surpluses, are therefore excluded. Since the indicator also aims at reflecting what would be needed to recreate the Company through the investment markets based on its current capital and financing structure, related costs (such as real estate transfer taxes) are included.
Total equity attributable to owners of the Company
4) For EPRA NRV: Real Estate Transfer Tax on investment properties is the gross value as provided in the valuation certificate (i.e., the value prior to any deduction of purchasers' costs).
For EPRA NTA: The Company has a history of successfully completing share deals; and there is a reasonable expectation that the Company can also do so in the future. Therefore, transfer tax optimisation adjustment has been used by applying the implied average transfer tax consistently achieved in the past.
The underlying assumption behind the EPRA Net Tangible Assets calculation assumes that entities buy and sell assets, thereby crystallising certain levels of deferred tax liability.
Total equity attributable to owners of the Company
EPRA Net Disposal Value presents a scenario where deferred tax, financial instruments and certain other adjustments are calculated as to the full extent of their liability, including tax exposure not reflected in the balance sheet, net of any resulting tax. This measure should not be viewed as a "liquidation NAV" because, in many cases, fair values do not represent liquidation values.
Total equity attributable to owners of the Company
5) The difference between the fair value of fixed interest rate debt and book value included in the balance sheet as per IFRS.
NOI (net operating income) equals total revenue from the property portfolio less all reasonably necessary operating expenses. Aside from rent, a property might also generate revenue from parking and service fees. NOI is used to track the real estate portfolio's capability of generating income.
EBITDA from rental activities is an indicator of a company's financial performance and is calculated by deducting the overhead costs from NOI. It is used as a proxy to assess the recurring earnings potential of the letting business.
EBITDA Total can be derived by adding the net profit from project development activities, the fair value gain from build-to-hold development and the net profit from privatisations to EBITDA from rental activities.
In addition, we present the NOI margin from rental activities – calculated as NOI divided by net rental income, as well as EBITDA margin from rental activities – calculated as EBITDA from rental activities divided by net rental income. These metrics are useful to analyse the operational efficiency at real estate portfolio level as well as at company level.
6) Cost from rental activities is the aggregate amount of (a) Salaries and other expenses related to rental activities; (b) Net cost of utilities recharged; and (c) Property operations and maintenance, excluding one-off costs. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective.
7) Overhead costs from rental activities represent the "General and administrative expenses" from the profit or loss statement excluding one-off costs and depreciation and amortisation relating to rental activities. Adjustments for oneoff costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective like impairment losses on trade receivables.
Income from rental activities
8) Other operational costs from development and privatisation sales is the aggregate amount of (a) Costs of real estate inventories disposed of; (b) Costs of property development; and (c) Costs of selling of trading property (condominiums) excluding one-off costs and depreciation and amortisation. Adjustments for oneoff costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective.
9) Overhead costs from development and privatisation sales represent the "General and administrative expenses" from the profit or loss statement excluding one-off costs and depreciation and amortisation excluding costs relating to rental activities. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective.
10) Profit from portfolio sales includes the disposals of IAS 40 properties. This position compares the proceeds generated from the disposal with the last recognised book value and also deducts the related costs of this sale.
11) Our internally developed build-to-hold portfolio allows the Company to generate fair value gain.
12) Net cash interest is equal to "Interest on other loans and borrowings", excluding day-1 fair value non-cash adjustment and interest capitalised for development projects, plus the nominal interest expense on bonds.
13) Other net financial costs is equal to the total "Net finance costs" from the profit or loss statement less "Net cash interest" as calculated in footnote 12) above.
14) Other expenses/income relates to adjustments for one-off costs which include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective.
15) Net income from at-equity valued investment from the profit and loss statement.
Starting with EBITDA from rental activities, we calculate the main performance figure in the sector, FFO 1 (from rental activities). This KPI serves as an indicator of the sustained operational earnings power after cash interest expenses and current income taxes of our letting business.
16) Net cash interest relating to rental activities is equal to "Interest on other loans and borrowings" relating to rental activities, excluding day-1 fair value noncash adjustment, plus the nominal interest expense on bonds.
17) Only current income taxes relating to rental activities.
18) Interest of minority shareholders in ADLER's subsidiary Brack Capital Properties N.V. ("BCP") as ADLER's share is only 62.78% as at 31 December 2021.
Starting from EBITDA Total, we calculate FFO 2 (incl. disposal results and development activities). FFO 2 is used to indicate the total operational earnings power.
(incl. disposal results and development activities)
19) Current income taxes as presented in the financial statements exclude the income tax relating to the disposal of the non-core portfolio.
The loan-to-value ratio (LTV ratio) indicates the degree to which the net financial liabilities, calculated as the book value of the interest-bearing loans and borrowings plus bonds less cash and cash equivalents, are covered by the fair market value of the real estate portfolio. This indicator helps us to ensure a sustainable ratio of borrowings compared to the fair value of our real estate portfolio.
The LTV ratio was adjusted to align with the methodology of ADLER Real Estate AG. The net financial liabilities are adjusted for selected financial assets like purchase price receivables and financial assets, among others. The fair value of the properties includes advances paid in respect of investment properties and is adjusted for property, plant and equipment used for energy management and property management services and for investments in real estate companies.
Bonds, other loans and borrowings
(+) Convertible bonds (–) Cash and cash equivalents (–) Selected financial assets20) (–) Contract assets (–) Assets and liabilities classified as held for sale = Net financial liabilities (+) Fair value of properties21) (+) Investment in real estate companies22) = GAV (Gross Asset Value) = Loan-to-value ratio (LTV ratio)
20) Including financial receivables, trade receivables from the sale of real estate investment and other financial assets.
21) Including investment properties and inventories at their fair value, advances paid in respect of investment properties as well as property, plant and equipment used for energy management and property management services at its book value as at the reporting date.
22) Including investments accounted under the equity method from the consolidated financial statements.
We believe that the alternative performance measures described in this section constitute the most important indicators for measuring the operating and financial performance of the Group's business.
We expect all of the above-described alternative performance measures to be of use for our investors in evaluating the Group's operating performance, the net value of the Group's property portfolio and the level of the Group's indebtedness.
Due to rounding, the figures reported in tables and cross-references may deviate from their exact values as calculated.
EBITDA from rental activities decreased mainly in Q1 2022 compared to 2021 as a result of the disposal of the Northern portfolio to LEG. EBITDA Total has decreased in 2022 compared to 2021 mainly due to lower income from rental activities and property development.
For Q1 2022 the FFO 1 amounts to EUR 29.7 million and translates into a per share basis of EUR 0.25, whereas the FFO 2 accounts for EUR 14.8 million and EUR 0.13 per share.
As at 31 March 2022 the total interest-bearing nominal debt amounted to around EUR 7.6 billion. As at Q1 2022, our average interest rate on all outstanding debt is 2.2%, with a weighted average maturity of 3.7 years and an interest coverage ratio of 2.15(*).
(*) The interest coverage ratio ("ICR") is defined as the EBITDA Total relative to the net cash interest in the most recent four consecutive quarters.
| For the three months ended | For the year ended |
||
|---|---|---|---|
| In EUR thousand | 31 March 2022 | 31 March 2021 | 31 Dec 2021 |
| Net rental income | 71,050 | 84,348 | 346,188 |
| Income from facility services and recharged utilities costs | 36,701 | 28,059 | 148,904 |
| Income from rental activities | 107,751 | 112,407 | 495,092 |
| Cost from rental activities | (43,674) | (44,628) | (216,775) |
| Net operating income (NOI) from rental activities | 64,077 | 67,779 | 278,317 |
| NOI from rental activities margin (%) | 90.2% | 80.4% | 80.4% |
| Overhead costs from rental activities | (15,441) | (13,565) | (50,569) |
| EBITDA from rental activities | 48,637 | 54,215 | 227,748 |
| EBITDA margin from rental activities (%) | 68.5% | 64.3% | 65.8% |
Financial Overview
| For the three months ended | For the year ended |
||
|---|---|---|---|
| In EUR thousand | 31 March 2022 | 31 March 2021(*) | 31 Dec 2021 |
| Income from rental activities | 107,751 | 112,407 | 495,092 |
| Income from property development | 15,517 | 45,570 | 122,969 |
| Income from other services | 5,493 | 6,051 | 18,126 |
| Income from real estate inventory disposed of | - | 218,667 | 502,108 |
| Income from sale of trading properties | 365 | 1,940 | 5,437 |
| Revenue | 129,126 | 384,635 | 1,143,732 |
| Cost from rental activities | (43,674) | (44,628) | (216,775) |
| Other operational costs from development and privatisation sales | (22,123) | (293,998) | (611,416) |
| Net operating income (NOI) | 63,329 | 46,009 | 315,541 |
| Overhead costs from rental activities | (15,441) | (13,565) | (50,569) |
| Overhead costs from development and privatisation sales | (4,679) | (7,121) | (19,674) |
| Profit from portfolio sales(**) | - | - | 45,638 |
| Fair value gain from build-to-hold development(***) | - | - | (82,690) |
| EBITDA Total | 43,209 | 25,323 | 208,246 |
| Net cash interest | (22,779) | (31,809) | (97,903) |
| Other net financial costs | (31,039) | (27,090) | (284,566) |
| Depreciation and amortisation | (5,986) | (3,841) | (19,688) |
| Other income/(expenses) | (61,229) | (16,986) | (1,281,721) |
| Change in valuation | 69,318 | 200,895 | 452,195 |
| Net income from at-equity valued investments | 346 | - | 758 |
| EBT | (8,159) | 146,493 | (1,022,680) |
(*) Prior period's revenue (increased by EUR 218.7 million), cost of operations (increased by EUR 253.5 million), income tax expense (decreased by EUR 1.9 million) and
profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
(**) Contains the profit stemming from the KKR/Velero transaction. (***) Previous year's figures adjusted for reclassified projects.
| For the three months ended | |||
|---|---|---|---|
| In EUR thousand | 31 March 2022 | 31 March 2021 | 31 Dec 2021 |
| EBITDA from rental activities | 48,637 | 54,215 | 227,748 |
| Net cash interest | (14,406) | (18,981) | (75,644) |
| Current income taxes | (2,040) | (947) | (5,600) |
| Interest of minority shareholders | (2,441) | (1,960) | (9,433) |
| FFO 1 (from rental activities) | 29,750 | 32,327 | 137,072 |
| No. of shares(*) | 117,510 | 117,510 | 117,510 |
| FFO 1 per share | 0.25 | 0.28 | 1.17 |
(*) The number of shares is calculated as weighted average for the related period.
| For the three months ended | For the year ended |
||
|---|---|---|---|
| In EUR thousand | 31 March 2022 | 31 March 2021(*) | 31 Dec 2021 |
| EBITDA Total | 43,209 | 25,323 | 208,246 |
| Net cash interest | (22,779) | (31,809) | (97,903) |
| Current income taxes | (3,143) | (4,776) | (40,027) |
| Interest of minority shareholders | (2,441) | (1,960) | (9,433) |
| FFO 2 | 14,847 | (13,222) | 60,883 |
| No. of shares(**) | 117,510 | 117,510 | 117,510 |
| FFO 2 per share | 0.13 | (0.11) | 0.52 |
(*) Prior period's revenue (increased by EUR 218.7 million), cost of operations (increased by EUR 253.5 million), income tax expense (decreased by EUR 1.9 million) and profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
(**) The number of shares is calculated as weighted average for the related period.
The Group's total assets decreased slightly from EUR 13.0 billion on 31 December 2021 to EUR 12.8 billion as at 31 March 2022. The Company has updated the fair value of the yielding properties based on a third-party valuation.
| In EUR thousand | 31 March 2022 | 31 Dec 2021 |
|---|---|---|
| Investment properties and advances related to investment properties | 7,201,721 | 7,115,862 |
| Other non-current assets | 413,081 | 337,179 |
| Non-current assets | 7,614,802 | 7,453,041 |
| Cash and cash deposits | 760,160 | 555,700 |
| Inventories | 1,111,898 | 1,093,454 |
| Other current assets | 832,810 | 916,541 |
| Current assets | 2,704,868 | 2,565,695 |
| Non-current assets held for sale | 2,525,540 | 3,017,588 |
| Total assets | 12,845,210 | 13,036,324 |
| Interest-bearing debts | 6,682,525 | 7,003,429 |
| Other liabilities | 771,015 | 730,540 |
| Deferred tax liabilities | 679,098 | 759,828 |
| Liabilities classified as available for sale | 1,033,848 | 849,050 |
| Total liabilities | 9,166,486 | 9,342,847 |
| Total equity attributable to owner of the Company | 2,983,780 | 2,990,383 |
| Non-controlling interests | 694,944 | 703,094 |
| Total equity | 3,678,724 | 3,693,477 |
| Total equity and liabilities | 12,845,210 | 13,036,324 |
In the tables below we present the new EPRA key figures as presented in the new EPRA BPRs and compare them with the previous EPRA NAV definition.
| 31 March 2022(*) | ||||
|---|---|---|---|---|
| In EUR thousand | NAV | NRV | NTA | NDV |
| Total equity attributable to owners of the Company | 2,983,779 | 2,983,779 | 2,983,779 | 2,983,779 |
| Revaluation of inventories | 8,459 | 8,459 | 8,459 | 8,459 |
| Deferred tax | 883,751 | 883,751 | 788,873 | - |
| Goodwill | - | - | (91,394) | (91,394) |
| Fair value of financial instruments | 1,128 | 1,128 | 1,128 | - |
| Fair value of fixed interest rate debt | - | - | - | 446,503 |
| Real estate transfer tax | - | 706,781 | 507,016 | - |
| EPRA NAV | 3,877,118 | 4,583,899 | 4,197,861 | 3,347,348 |
| No. of shares | 117,510 | 117,510 | 117,510 | 117,510 |
| EPRA NAV per share | 32.99 | 39.01 | 35.72 | 28.49 |
| Convertibles | 99,384 | 99,384 | 99,384 | 99,384 |
| EPRA NAV fully diluted | 3,976,502 | 4,683,283 | 4,297,245 | 3,446,731 |
| No. of shares (diluted) | 118,694 | 118,694 | 118,694 | 118,694 |
| EPRA NAV per share fully diluted | 33.50 | 39.46 | 36.20 | 29.04 |
(*) Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions.
| In EUR thousand | NAV | NRV | NTA | NDV |
|---|---|---|---|---|
| Total equity attributable to owners of the Company | 2,990,383 | 2,990,383 | 2,990,383 | 2,990,383 |
| Revaluation of inventories | 8,167 | 8,167 | 8,167 | 8,167 |
| Deferred tax | 947,757 | 947,757 | 857,403 | - |
| Goodwill | - | - | (91,400) | (91,400) |
| Fair value of financial instruments | 2,412 | 2,412 | 2,412 | - |
| Fair value of fixed interest rate debt | - | - | - | 435,476 |
| Real estate transfer tax | - | 700,654 | 501,611 | - |
| EPRA NAV | 3,948,718 | 4,649,372 | 4,268,575 | 3,342,626 |
| No. of shares | 117,510 | 117,510 | 117,510 | 117,510 |
| EPRA NAV per share | 33.60 | 39.57 | 36.33 | 28.45 |
| Convertibles | 99,025 | 99,025 | 99,025 | 99,025 |
| EPRA NAV fully diluted | 4,047,743 | 4,748,397 | 4,367,600 | 3,441,651 |
| No. of shares (diluted) | 118,694 | 118,694 | 118,694 | 118,694 |
| EPRA NAV per share fully diluted | 34.10 | 40.01 | 36.80 | 29.00 |
(*) Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions.
31 Dec 2021(*)
We fund our properties based on a conservative financing strategy with a mix of secured mortgage loans and capital market instruments.
| In EUR thousand | 31 March 2022(*) | 31 Dec 2021(*) |
|---|---|---|
| Corporate bonds and other loans and borrowings | 7,285,891 | 7,439,732 |
| Convertible bonds | 219,056 | 216,941 |
| Cash and cash equivalents | (939,602) | (580,561) |
| Selected financial assets(**) | (726,701) | (745,310) |
| Net contract assets | (47,382) | (46,128) |
| Assets and liabilities classified as held for sale | (537,988) | (1,193,284) |
| Net financial liabilities | 5,253,275 | 5,091,390 |
| Fair value of properties (including advances) | 10,080,404 | 9,965,420 |
| Investment in real estate companies | 29,843 | 32,395 |
| Gross asset value (GAV) | 10,110,247 | 9,997,815 |
| Net loan-to-value | 52.0% | 50.9% |
| Net loan-to-value excluding convertibles | 49.8% | 48.8% |
(*) Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions. (**) Including financial receivables (EUR 370 million), trade receivables from the sale of real estate investment (EUR 242 million) and other financial assets (EUR 115 million).
For the LTV calculation, the net financial liabilities are adjusted for selected financial assets like purchase price receivables, among others. The fair value of the properties including advances is adjusted for property, plant and equipment used for energy management and property management services and for investments in real estate companies.
As at the reporting date, our net loan-to-value (LTV) was 52.0%.
A. On 13 January 2022, Adler Group announced the signing of an agreement with KKR, a leading global investment firm, on the sale of approximately 14,400 residential and commercial units, predominantly located in medium-sized cities in eastern Germany. The transaction is structured as an asset deal. The agreed purchase price corresponds to a valuation of the portfolio of EUR 1.05 billion and thus a premium on the book value reported as of 30 September 2021 and independently appraised by CBRE. Adler Group expects net cash proceeds from the transaction of around EUR 600 million. This corresponds to the amount stated in previous publications. With this cash inflow, Adler Group will further deliver on its objective of deleveraging its balance sheet and achieve its strategic goal of reducing the loan-to-value ratio (LTV) to below 50%. The signed agreement corresponds to the terms of the letter of intent concluded between Adler Group and KKR/Velero at the end of October 2021. Thus, the sale above book value provides further evidence of the intrinsic value of the Adler Group portfolio. As of the reporting date, investment properties of EUR 654 million have already been transferred to the purchaser with the remaining portion expected to be closed in 2022. Due to the fact that the investment properties were measured at the agreed sales price, the sale did not impact the profit of the reporting period, except costs of sales in the amount of EUR 1.3 million. Cash pro-
ceeds received amount to EUR 654 million and were used to repay bank loans and borrowings in the amount of EUR 336 million. In this context, early repayment fees were incurred in the amount of EUR 10.2 million (presented as finance expenses).
B. Following the completion of the acquisition of the Company's shares in Brack Capital Properties N.V. ("BCP") of approximately 7% by LEG on 6 January 2022, the Company estimates that in light of the real estate tax laws applicable in Germany, BCP's subsidiaries may be subject to a tax liability as a result of the acquisition of the shares, for which a provision was set up at EUR 20.4 million during the reporting period. Despite the fact that the amount to be paid may be lower, BCP resolved to provide for the entire amount in the first quarter of 2022.
C. On 28 January 2022, Adler Group was informed by its statutory auditor KPMG Luxembourg that due to the ongoing forensic special investigation on the allegations made by Viceroy Research Report, which should be completed prior to the issuance of an audit opinion, that it is highly unlikely that the audit of the financial statements can be concluded timely enough to allow for a publication of the audited financial statements by 31 March 2022.
D. On 31 January 2022, Dr. Michael Bütter tendered his resignation from the Board of Directors of Adler Group with effective date of 31 January 2022. This resignation is driven by the recent decision of the Supervisory Board of Union Investment Real Estate GmbH to assign Dr. Bütter additional areas of responsibility within the regulated real estate division of Union Investment with the approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). After due consideration by all relevant parties, there is a consensus that these new responsibilities within Union Investment Real Estate GmbH could potentially give rise to conflicts of interest, which must be avoided in the interests of both companies.
E. On 16 February 2022, the members of the Board of Directors of Adler Group appointed Prof. Dr. A. Stefan Kirsten as new member of the Board of Directors and elected him as Chairman of the Board of Directors with immediate effect. The previous Chairman of the Board of Directors, Dr. Peter Maser, was elected as Deputy Chairman.
F. On 11 February 2022, the international rating agency Standard and Poor's (S&P) lowered the long-term issuer credit rating on Adler to "B-" from "B+" and lowered the issue ratings on its senior unsecured debt to "B" from "BB-". The ratings were placed on CreditWatch negative.
G. In May 2020, Consus had sold 7 non-strategic predominantly commercial development projects to Partners Immobilien Capital Management for a purchase price of EUR 313 million. The transfer of the project companies holding these 7 development projects was closed in December 2020. By year-end 2021, Consus had only received part of the purchase price with no assurance regarding timing and amount of the outstanding payments. Therefore, it became clear to Consus that a rescindment was the best way to proceed thereby avoiding any lengthy legal proceedings against the buyer. The rescindment was formally notarised on 31 March 2022 and is subject to certain closing conditions.
H. The loans to various companies of the Taurecon Group, representing the minority shareholder in numerous fully consolidated entities of the Company, have been streamlined and standardised with regard to terms and conditions including collaterals. The loans amount to EUR 121.4 million as of 31 March 2022 and have a uniform maturity date until 30 September 2024. The interest rate amounts to 4.30%. In addition, Taurecon has pledged the shares held by it as minority shareholder as collateral for the loans outstanding. All loans were previously measured at cost except the loan granted to Taurecon Invest IX GmbH (nominal amount as of 31 December 2021 EUR 46.3 million) which was measured at fair value through profit and loss ("FVtPL") due to the borrower's settlement option in shares. This loan was turned into a plain loan agreement (i.e. no settlement option) and includes collateral as well. The amendment resulted in the derecognition of this loan measured at FVtPL which resulted in an income of EUR 12.3 million (presented as finance income). As a result of this amendment, this loan meets the "solely payment of principal and interest criteria" and has been measured at cost subsequently.
I. During March, 2022, BCP completed a private placement of NIS 528,440,367 par value of debentures (Series B) by way of expansion of the registered series. This corresponds to a nominal amount of approximately EUR 149.9 million with an effective interest rate of approximately 1%. The proceeds from the private placement of approximately EUR 163 million were received during the reporting period. This led to cash proceeds of EUR 162.5 million and to an increase of the bonds by EUR 163.5 million. Due to the reclassification as held for sale (IFRS 5), the amount has been included in non-current liabilities held for sale and in the cash flows of the disposal group separately.
J. Current derivatives liabilities include the written call option granted by ADLER to LEG Immobilien SE to tender its remaining shares in BCP at a minimum tender offer price of EUR 157 per share. The option has been initially measured at a transaction price of EUR 7.5 million. As of 31 March 2022, the option has been remeasured at fair value using the option pricing model of Black and Scholes which includes the stock price of BCP, the volatility of the stock price and discount rates as key parameters. As of the reporting date, the fair value of the option amounts to EUR 55.3 million (EUR 38.2 million as of 31 December 2021). The increase in fair value has been presented in finance expenses (EUR 17.1 million).
K. On 4 April 2022, the new federal government decided that from 2023 landlords would also have to contribute to the CO2 levy on heating costs. A staged model is planned, which sets the share of landlords in inverse relation to the energy efficiency of the building.
L. As announced on 16 March 2022, ADLER Real Estate AG repaid its bond (ISIN XS1843441491) in the full amount of EUR 400 million on 19 April 2022, the maturity date.
M. On 21 April 2022, Adler Group announced that KPMG Forensic had provided the Company with the final report of its comprehensive review of the allegations of Viceroy Research LLC. This report was published on the website of the Company on 22 April 2022. KPMG Forensic did not find evidence that there were systematic fraudulent and looting transactions with allegedly related parties. However, KPMG Forensic identified deficiencies in the documentation and the process handling of those transactions. Prof. Dr. Kirsten, Chairman of the Board of Directors of Adler Group, announced a programme to address the identified weaknesses in structure and process on 22 April 2022. First results of this programme are to be published prior to the Annual General Meeting of the Company on 29 June 2022.
N. Due to the disclaimer of opinion by the auditor on the consolidated financial statements and the annual accounts of Adler Group S.A., all members of the Board of Directors who held a mandate in 2021 offered their resignation on 30 April 2022 with immediate effect. For the continuity of the Company the resignations of Thilo Schmid, Thomas Zinnöcker as well as of Co-CEO Thierry Beaudemoulin were only accepted with effect as of the date of the general meeting of the Company on 29 June 2022. The Board of Directors now consists of the Chairman of the Board of Directors Prof. Dr. A. Stefan Kirsten, the CEO and Daily Manager Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker. At the General Meeting the Board will then stand for reelection.
O. On 3 May 2022, the Company issued a declaration of rescission regarding the sales contract of the development project Offenbach-Kaiserlei. The Company expects to sell this project to another investor in the course of the year.
P. On 5 May 2022, the international rating agency Standard and Poor's (S&P) downgraded the issuer rating of Adler Group S.A. and ADLER Real Estate AG from B- to CCC with outlook negative. The rating of the unsecured bonds was lowered from B to CCC. The ratings were removed from CreditWatch negative.
Q. On 17 May 2022, the Company announced that effective 1 June 2022, Thomas Echelmeyer will join the Senior Management of Adler Group as interim Chief Financial Officer (CFO). He will hold this position temporarily until the CFO position is finally filled. The process to find a permanent CFO is underway.
Also the Company announced that the Board of Directors concluded that it is not advisable for the Company to pay a dividend in the light of the existing disclaimer of opinion by the auditor. Accordingly, the Board will recommend to the coming AGM to not pay a dividend for the financial year 2021.
Furthermore, the Company announced that KPMG Luxembourg Société anonyme ("KPMG") informed the Company that KPMG is not available to audit the 2022 standalone and consolidated financial statements of the Company. The Company has initiated a selection process to appoint a new auditor for the Company.
Following significant disposals made from the yielding asset portfolio, we expect to generate net rental income for 2022 in the range of EUR 203–212 million and FFO 1 in the range of EUR 73–76 million.
For 2022, we anticipate a dividend payout ratio of 50% of FFO 1, subject to approval of the annual General Meeting. This would equal approximately EUR 0.32 per share given the current number of shares.
I confirm, to the best of my knowledge, that the Condensed Interim Financial Statements of Adler Group S.A. presented in this Q1 2022 Quarterly Financial Statements, prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the net assets, financial and earnings position of the Company, and that the Interim Management Report includes a fair review of the development of the business, and describes the main opportunities, risks and uncertainties associated with the Company for the remaining nine months of the year.
Thierry Beaudemoulin CEO
| In EUR thousand | 31 Mar 2022 | 31 Dec 2021 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Investment properties | 7,199,119 | 7,113,859 |
| Investments in financial instruments | 20,241 | 20,228 |
| Investments accounted under the equity method | 29,843 | 32,395 |
| Advances related to investment properties | 2,602 | 2,003 |
| Property, plant and equipment | 29,493 | 30,028 |
| Other financial assets | 153,640 | 73,063 |
| Derivatives | 10,034 | 10,433 |
| Restricted bank deposits | 42,784 | 42,060 |
| Deferred expenses | - | 1,602 |
| Right-of-use assets | 14,630 | 14,764 |
| Goodwill | 91,394 | 91,400 |
| Other intangible assets | 2,881 | 3,023 |
| Contract assets | 15,728 | 12,510 |
| Deferred tax assets | 2,413 | 5,673 |
| Total non-current assets | 7,614,802 | 7,453,041 |
| Current assets | ||
| Inventories | 1,111,898 | 1,093,454 |
| Restricted bank deposits | 47,033 | 29,400 |
| Trade receivables | 382,246 | 379,118 |
| Other receivables and financial assets | 322,348 | 423,412 |
| Contract assets | 64,256 | 69,727 |
| Cash and cash equivalents | 760,160 | 555,700 |
| Advances paid on inventories | 16,927 | 14,884 |
| Total current assets | 2,704,868 | 2,565,695 |
| Non-current assets held for sale | 2,525,540 | 3,017,588 |
| Total assets | 12,845,210 | 13,036,324 |
Condensed Consolidated Interim Statement of Financial Position
| In EUR thousand | 31 Mar 2022 | 31 Dec 2021 |
|---|---|---|
| Shareholders' equity | ||
| Share capital | 146 | 146 |
| Share premium | 1,844,765 | 1,844,765 |
| Reserves | 212,968 | 217,788 |
| Retained earnings | 925,900 | 927,684 |
| Total equity attributable to owners of the Company | 2,983,779 | 2,990,383 |
| Non-controlling interests | 694,944 | 703,094 |
| Total equity | 3,678,723 | 3,693,477 |
| Liabilities | ||
| Non-current liabilities | ||
| Corporate bonds | 4,216,885 | 4,211,305 |
| Convertible bonds | 99,384 | 99,025 |
| Other loans and borrowings | 1,735,750 | 2,056,810 |
| Other financial liabilities | 26,075 | 25,253 |
| Derivatives | 1,128 | 2,412 |
| Pension provisions | 1,366 | 1,363 |
| Lease liabilities | 10,725 | 10,186 |
| Other payables | 8,815 | 8,815 |
| Deferred tax liabilities | 679,098 | 759,828 |
| Total non-current liabilities | 6,779,226 | 7,174,997 |
| Current liabilities | ||
| Corporate bonds | 399,847 | 399,047 |
| Convertible bonds | 119,672 | 117,916 |
| Other loans and borrowings | 110,987 | 119,326 |
| Other financial liabilities | 1,915 | 1,915 |
| Trade payables | 67,167 | 76,383 |
| Other payables | 403,545 | 357,065 |
| Provisions | 78,707 | 73,865 |
| Lease liabilities | 6,091 | 6,815 |
| Prepayments received | 77,633 | 92,132 |
| Contract liabilities | 32,602 | 36,109 |
| Derivatives | 55,247 | 38,227 |
| Total current liabilities | 1,353,413 | 1,318,800 |
| Non-current liabilities held for sale | 1,033,848 | 849,050 |
| Total shareholders' equity and liabilities | 12,845,210 | 13,036,324 |
Thierry Beaudemoulin
CEO
Date of approval: 30 May 2022
| For the three months ended 31 Mar | ||
|---|---|---|
| In EUR thousand | 2022 | 2021(*) |
| Revenue | 129,126 | 384,635 |
| Cost of operations | (84,258) | (346,136) |
| Gross profit | 44,868 | 38,499 |
| General and administrative expenses | (31,782) | (33,400) |
| Other expenses | (43,770) | (4,447) |
| Other income | 6,679 | 3,844 |
| Changes in fair value of investment properties | 69,318 | 200,895 |
| Results from operating activities | 45,313 | 205,391 |
| Finance income | 21,393 | 22,403 |
| Finance costs | (75,211) | (81,302) |
| Net finance income / (costs) | (53,818) | (58,899) |
| Net income (losses) from investments in associated companies | 346 | - |
| Profit before tax | (8,159) | 146,492 |
| Income tax expense | (1,964) | (39,032) |
| Profit for the period | (10,123) | 107,460 |
| Profit attributable to: | ||
| Owners of the Company | (1,973) | 83,186 |
| Non-controlling interests | (8,150) | 24,274 |
| Profit for the period | (10,123) | 107,460 |
| Earnings per share in EUR (undiluted) | (0.02) | 0.74 |
| Earnings per share in EUR (diluted) | (0.02) | 0.74 |
(*) Prior period's revenue (increased by EUR 218.7 million), cost of operations (increased by EUR 253.5 million), income tax expense (decreased by EUR 1.9 million) and profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
For the three months ended 31 Mar
| In EUR thousand | 2022 | 2021(*) |
|---|---|---|
| Profit for the period | (10,123) | 107,460 |
| Items that may be reclassified subsequently to profit or loss | ||
| Hedging reserve classified to profit or loss, net of tax | - | 95 |
| Effective portion of changes in fair value of cash flow hedges | 420 | 172 |
| Related tax | 98 | 62 |
| Currency translation reserve | 198 | 1,979 |
| Reserve from financial assets measured at fair value through other comprehensive income | (5,536) | (1,337) |
| Items that may not be reclassified subsequently to profit or loss | ||
| Reserve from financial assets measured at fair value through other comprehensive income | - | - |
| Total other comprehensive income / (loss) | (4,820) | 971 |
| Total comprehensive income for the period | (14,943) | 108,431 |
| attributable to: | ||
| Owners of the Company | (6,793) | 84,157 |
| Non-controlling interests | (8,150) | 24,274 |
| Total comprehensive income for the period | (14,943) | 108,431 |
(*) Prior period's profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
For the three months ended 31 Mar
| In EUR thousand | 2022 | 2021(*) |
|---|---|---|
| Cash flows from operating activities | ||
| Profit for the period | (10,123) | 107,460 |
| Adjustments for: | ||
| Depreciation | 5,889 | - |
| Profit from disposal of portfolio | - | 3,866 |
| Change in fair value of investment properties | (69,318) | (200,895) |
| Non-cash other income and expense | 34,298 | 3,748 |
| Change in contract assets | 2,253 | (11,595) |
| Change in contract liabilities | (3,507) | (8,652) |
| Non-cash income from at-equity valued investment associates | (346) | - |
| Net finance costs / (income) | 53,818 | 58,899 |
| Income tax expense | 1,964 | 39,032 |
| Share-based payments | 189 | 189 |
| Change in short-term restricted bank deposits related to tenants | 3,901 | 1,473 |
| Change in long-term restricted bank deposits from condominium sales | 818 | 1,880 |
| Change in trade receivables | 20,862 | (106,025) |
| Change in other receivables | (56,026) | 11,226 |
| Change in inventories | (18,444) | 254,348 |
| Change in advances received | (14,500) | 7,743 |
| Change in trade payables | (15,299) | (90,152) |
| Change in other payables | 10,762 | (50,982) |
| Income tax paid | (18,396) | (2,832) |
| Net cash from operating activities | (71,205) | 18,731 |
| Cash flows from investing activities | ||
| Purchase of and CAPEX on investment properties | (37,192) | (69,600) |
| Advances paid for purchase of investment properties | 15 | - |
| Grant of long-term loans | - | (3,705) |
| Proceeds from disposals of investment properties | 662,513 | 141,464 |
| Investments in financial instruments | - | (60,283) |
| Purchase of and CAPEX on property, plant and equipment | (665) | (708) |
| Interest received | 3,591 | 1 |
|---|---|---|
| Proceeds from sale of financial instruments | 64,911 | - |
| Proceeds from sale of fixed assets | 175 | 611 |
| Change in short-term restricted bank deposits, net | (17,119) | 4,865 |
| Net cash from (used in) investing activities | 676,229 | 12,645 |
| Cash flows from financing activities | ||
| Acquisition of non-controlling interests | - | (19,161) |
| Repayment of bonds | - | (329,580) |
| Long-term loans received | 9,971 | 614,181 |
| Repayment of long-term loans | (336,473) | (1,243,716) |
| Proceeds from issuance of corporate bonds, net | 162,518 | 1,460,938 |
| Upfront fees paid for credit facilities | (438) | (28) |
| Repayment of short-term loans | - | (54,765) |
| Interest paid | (50,609) | (73,342) |
| Payment of lease liabilities | (1,857) | (2,463) |
| Transaction costs | (27,850) | (3,734) |
| Prepaid costs of raising debt | (1,245) | (864) |
| Tax payments | - | (15,360) |
| Proceeds from issuance of commercial papers | - | - |
| Net cash from (used in) financing activities | (245,983) | 332,106 |
| Change in cash and cash equivalents during the period | 359,041 | 363,482 |
| Changes in cash and cash equivalents in connection with disposal of non-current assets and groups held for sale |
(154,581) | - |
| Cash and cash equivalents at the beginning of the period | 555,700 | 371,574 |
In EUR thousand 2022 2021(*)
Cash and cash equivalents at the end of the period 760,160 735,056 (*) Prior period's profit (decreased by EUR 32.9 million), net cash from operating activities (decreased by 4.5 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
| In EUR thousand | Share capital |
Share premium |
Hedging reserve |
Currency translation reserve |
Other capital reserves |
Reserve financial assets measu red at FVTOCI |
Retained earnings |
Total | Non-con trolling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2022(*) |
146 | 1,844,765 | 573 | 24,803 | 315,746 | (123,334) | 927,684 | 2,990,383 | 703,094 | 3,693,477 |
| Total comprehensive income for the period |
||||||||||
| Profit for the period | - | - | - | - | - | - | (1,973) | (1,973) | (8,150) | (10,123) |
| Other comprehensive income, net of tax |
- | - | 518 | 198 | - | (5,536) | - | (4,820) | - | (4,820) |
| Total comprehensive income (loss) for the period |
- | - | 518 | 198 | - | (5,536) | (1,973) | (6,793) | (8,150) | (14,943) |
| Transactions with owners, recognised directly in equity |
||||||||||
| Transactions with non-controlling interest without a change in control (Note 5D) |
- | - | - | - | - | - | - | - | - | - |
| Change in consolidation scope related to sale |
- | - | - | - | - | - | - | - | - | - |
| Share-based payment | - | - | - | - | - | - | 189 | 189 | - | 189 |
| Balance as at 31 March 2022 |
146 | 1,844,765 | 1,091 | 25,001 | 315,746 | (128,870) | 925,900 | 2,983,779 | 694,944 | 3,678,723 |
| Condensed Consolidated Interim Statement of Changes in Equity | |
|---|---|
| Balance as at 31 March 2021(*) |
146 | 1,917,084 | (42) | (1,581) | 264,903 | (115,601) | 2,170,304 | 4,235,213 | 698,723 | 4,933,936 |
|---|---|---|---|---|---|---|---|---|---|---|
| Share-based payment | - | - | - | - | - | - | 189 | 189 | - | 189 |
| Change in consolidation scope related to sale |
- | - | - | - | - | 141 | 141 | (55,643) | (55,502) | |
| Transactions with non-controlling interest without a change in control (Note 5) |
- | 24,939 | - | - | - | - | - | 24,939 | (44,100) | (19,161) |
| Transactions with owners, recognised directly in equity |
||||||||||
| Total comprehensive income (loss) for the period |
- | - | 330 | 1,979 | - | (1,338) | 83,186 | 84,157 | 24,274 | 108,431 |
| Other comprehensive income, net of tax |
- | - | 330 | 1,979 | - | (1,338) | - | 971 | - | 971 |
| Profit for the period | - | - | - | - | - | - | 83,186 | 83,186 | 24,274 | 107,460 |
| Total comprehensive income for the period |
||||||||||
| Balance as at 1 January 2021(*) |
146 | 1,892,145 | (372) | (3,560) | 264,903 | (114,263) | 2,086,788 | 4,125,787 | 774,192 | 4,899,979 |
| In EUR thousand | Share capital |
Share premium |
Hedging reserve |
Currency translation reserve |
Other capital reserves |
Reserve financial assets measu red at FVTOCI |
Retained earnings |
Total | Non-con trolling interests |
Total equity |
(*) Prior period's profit (decreased by EUR 32.9 million) retrospectively restated. Refer to Note 4.O of the Annual Report 2021.
| 29 June 2022 | Annual General Meeting |
|---|---|
| 31 August 2022 | Publication Q2 2022 Results |
| 30 November 2022 | Publication Q3 2022 Results |
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Investor Relations Adler Group S.A.
Concept, Design & Artwork:
brandcooks GmbH by UPWIRE Group Hamburg, Zurich, Cape Town
Felix Ernesti Art Director & Graphic Designer, Berlin
The Company's quarterly financial statements are published in English and German. In case of conflicts, the English version shall always prevail. Both versions of the quarterly financial statements can be found on the website at:
Adler Group S.A.
1B Heienhaff 1736 Senningerberg Grand Duchy of Luxembourg
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