Quarterly Report • May 26, 2023
Quarterly Report
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AS AT 31 MARCH 2023
| In EUR millions | ||
|---|---|---|
| Consolidated Statement of Income | 3M 2023 | 3M 2022 |
| Net rental income | 28.1 | 41.1 |
| Earnings from property lettings | 27.7 | 31.7 |
| Earnings from the sale of properties | -0.0 | -1.3 |
| EBIT | 3.7 | -0.8 |
| Consolidated net profit | 5.2 | -44.7 |
| FFO I | 11.0 | 11.0 |
| FFO I per share in EUR (fully diluted)1) | 0.10 | 0.10 |
| Consolidated Balance Sheet | 31.03.20232) | 31.12.20222) |
| Investment Properties (including inventories) | 3,046.1 | 3,162.5 |
| EPRA NRV (adjusted and fully diluted) | 1,757.5 | 1,977.2 |
| EPRA NRV per share in EUR (adjusted and fully diluted)1) | 14.41 | 18.07 |
| EPRA Loan-to-value in % | 50.3 | 50.2 |
| WACD | 2.3 | 2.2 |
| Cashflow | 3M 2023 | 3M 2022 |
| Net cash flow from operating activities | 1.7 | -23.3 |
| Net cash flow from investing activities | 6.7 | 646.5 |
| Net cash flow from financing activities | -22.9 | -194.1 |
| Employees | 31.03.2023 | 31.12.2022 |
| Number of employees | 280 | 285 |
| FTEs (Full-time equivalents) | 266 | 269 |
| Portfolio3) | 31.03.2023 | 31.03.2022 |
| Portfolio (units) | 11,496 | 10,010 |
| – of which residential | 11,220 | 9,833 |
| – of which commercial | 276 | 177 |
| Average rent (EUR /month/sqm) | 7.09 | 6.97 |
| Vacancy rate (%) | 2.0 | 2.3 |
| Fair value investment properties incl. inventories (EUR m) | 1,869 | 1,681 |
| Net rental income (EUR m) | 61.8 | 52.0 |
1) Based on the number of shares outstanding as at balance sheet date
2) Pro forma calculaton on assumption that subgroup Brack Capital Properties (BCP) was not treated as held for sale
3) Not including those rental units which have been regrouped to the balance sheet position "Non-current assets held for sale
| PORTFOLIO | 4 |
|---|---|
| THE ADLER SHARE | 4 |
| INTERIM GROUP MANAGEMENT REPORT | 5 |
| Fundamentals of ADLER Real Estate AG Group | 6 |
| Business model | 6 |
| Management system | 6 |
| Employees | 7 |
| Research and development | 7 |
| Economic report | 7 |
| Macroeconomic and sector-specific settings | 7 |
| Economic development of the Group | 8 |
| Report on risks and opportunities | 8 |
| Report on expected developments | 8 |
| Report on events after the balance sheet date | 9 |
| Results from operations, net assets and financial position | 10 |
| Results from operations | 10 |
| Net assets | 14 |
| Financial position | 17 |
| GROUP INTERIM FINANCIAL STATEMENT AS AT 31 MARCH 2023 | 21 |
| Consolidated balance sheet (IFRS) as at 31 March 2023 | 22 |
| Consolidated statement of comprehensive income (IFRS) for the period from 1 January at 31 March 2023 |
24 |
| Consolidated statement of cash flows (IFRS) for the period from 1 January at 31 March 2023 |
26 |
| Consolidated statement of changes in equity(IFRS) for the period from 1 January at 31 March 2023 |
28 |
| AFFIRMATION BY THE LEGAL REPRESENTATIVES | 30 |
| LEGAL REMARKS | 30 |
| AT A GLANCE | 31 |
At the end of the first quarter of 2023, ADLER Real Estate AG (hereinafter ADLER) held a total of 11,496 rental units that are intended to be held permanently and are therefore recognised in the balance sheet as investment properties. They are mainly located in North Rhine-Westphalia and Berlin and comprise a total area of 746,200 square metres. The 12,000 units of the subsidiary Brack Capital Properties NV ((hereinafter BCP) continue to be contained in the balance sheet item "Non-current assets held for sale" due to the onging efforts to sell the portfolio.
The operational performance data for the portfolio consisting of the investment properties was as follows in the first quarter of 2023: The contracted rent/square metre/month averaged EUR 7.09 at the end of the reporting period, and the vacancy rate (excluding units under renovation) reached 2.0 percent.
The fair value of the total portfolio, calculated according to IFRS, amounted to EUR 1,847.3 million at the end of the first quarter of 2023.
ADLER shares are no longer playing a major role on stock exchange price lists as Adler Group S.A. (hereinafter ADLER Group) holds around 97.0 percent of ADLER's shares. Brokerage houses no longer issue reports on ADLER. Nevertheless, after an initial sharp drop, the share gained around 3 per cent in value in the course of the first three months of 2023 and thus performed much better than the Solactive DIMAX sector index, which comprises the major listed real estate companies in Germany and lost around 16 per cent of its value in this period. The share outperformed the sector mainly due to the announcement by ADLER Group to offer the remaining minority shareholders a cash settlement of EUR 8.76 per share as part of the intended squeeze-out.
Because the financing required for all Adler Group companies is handled centrally, ADLER has not been actively involved in the capital markets ever since its acquisition by Adler Group. Investor relations activities have been reduced correspondingly. However, ADLER continues to meet its obligations as a listed company, which include quarterly reporting.
/// INTERIM GROUP MANAGEMENT REPORT /// FUNDAMENTALS OF ADLER REAL ESTATE AG GROUP /// ECONOMIC REPORT /// REPORT ON RISKS AND OPPORTUNITIES /// REPORT ON EXPECTED DEVELOPMENTS /// REPORT ON EVENTS AFTER THE BALANCE SHEET DATE /// RESULTS FROM OPERATIONS, NET ASSETS AND FINANCIAL POSITION
ADLER Real Estate (hereinafter ADLER) is a German residential property companies with a focus on affordable housing. Its portfolio is primarily located in – or on the outskirts of – large and growing conurbations. All of the Group's properties and business operations are located in Germany.
The business model is the long-term letting of flats and the generation of sustainable cash flows. To secure long-term profitability, ADLER opportunistically adjusts its residential portfolio through acquisitions and disposals.
All main functions relating to property management are carried out through the staff of Adler Group, of which ADLER is part of since the middle of 2020. The daily management of the portfolio lies in the hands of group companies like ADLER Wohnen Service GmbH, ADLER Gebaeude Service GmbH and ADLER Energie Service GmbH. The portfolio of Brack Capital Properties N.V. (hereinafter BCP) is managed by RT Facility Management GmbH , a company belonging to BCP.
The portfolio of ADLER is largely composed of small to medium-sized residential units. The flats have an average size of slightly over 60 square metres and are particularly well suited to the needs of the company's target group, namely tenants with low to medium incomes. In order to maintain and improve the quality of its residential units, ADLER regularly invests accordingly.
Following its integration into the Adler Group, ADLER no longer pursues its former independent acquisition strategy but instead follows the overall strategy of the new Group. The portfolio is reviewed regularly as part of the portfolio optimization process.
Following its integration into the Adler Group, ADLER has ceased to pursue an independent financing strategy, but rather is subject to decisions taken by the new Group. The same is true for the accompanying risk management.
The main financial performance indicators used by ADLER are the net rental income and the funds from operations I (FFO I). EPRA net reinstatement value (EPRA NRV) and EPRA loan-to-value (EPRA-LTV) play a secondary role due - amongst others - to the integration into the Adler Group.
Numerous non-financial performance indicators are regularly monitored within the Group's property management activities, some of which are included in the non-financial reporting. These are not used for active management of the company. From 2020, ADLER is part of Adler Group's non-financial reporting, which is made available on the Adler Group's website.
As the group holding company, ADLER Real Estate AG has Management Board members but no employees. Operational tasks relating to central administration and portfolio management are performed within the Group by employees of Adler Group who are employed by other group companies and with whom corresponding service contracts exist.
As a real estate group, ADLER does not perform any research and development functions in the traditional sense. However, insights from regular market analyses form an important basis for all of the company's and Group's operating activities.
In the first quarter of 2023, the German economy stagnated. Compared to the corresponding quarter of the previous year, the gross domestic product decreased by 0.1 percent, adjusted for price and calendar effects. The unemployment rate reached 5.7 percent in March 2023, about 0.6 percentage point higher than a year earlier. At the same time, the inflation rate stayed high reaching 7.4 percent – mainly due to higher prices for food, products and services. The real estate sector proved to be a stabilising factor, as rents only increased by 2.1 percent in the first three months of 2023 according to the cost of living index.
All homeowners in Germany are addressed by the amendment to the Building Energy Act, which was presented by the federal government in April 2023 and has been the subject of intense debate both in the political arena and among the general public. In its original version, it stipulates that from 2024, new heating systems should be powered by renewable energies to at least 65 percent. From 2045 onwards, heating systems may no longer be operated with fossil fuels. However, there are indications that the governing parties of the current coalition have not yet agreed on all the contents, nor on state subsidies for the conversion, possible transition periods or the cushioning of social hardship. Therefore, it is not yet clear whether the amendment will actually come into force in 2024.
On January 9. 2023 the Local Court (Amtsgericht) Berlin Charlottenburg appointed KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as auditor for the audit of ADLER Real Estate Aktiengesellschaft's stand-alone and consolidated financial statements for the financial year 2022.
On January 11, 2023, KPMG AG Wirtschaftsprüfungsgesellschaft rejected the judicial appointment as auditor for the audit of the stand-alone and consolidated financial statements for the financial year 2022 of ADLER Real Estate AG.
On January 12, 2023, the Adler Group agreed with the majority of the bondholders to initiate a restructuring proceedings under English law. For this purpose, ADLER Group founded a wholly owned subsidiary (AGPS BondCo PLC, London) and appointed it as the new issuer and principal debtor of all liabilities arising from the bonds issued by ADLER Group. As stipulated in the bond terms and conditions for this case, ADLER Group irrevocably and unconditionally guarantees to the bondholders that all liabilities transferred to AGPS BondCo PLC will be fulfilled. AGPS BondCo PLC has subsequently initiated court proceedings for the approval of a restructuring plan, according to which amendments to the bond terms are to be made.
On March 17, 2023 Adler Group S.A. confirmed its formal request of 23 June 2022 regarding the transfer of the shares of the minority shareholders of ADLER Real Estate Aktiengesellschaft to Adler Group and specified the cash settlement at EUR 8.76 per ADLER Real Estate Aktiengesellschaft share. The resolution on the transfer is on the agenda of ADLER Real Estate Aktiengesellschaft's general meeting on April 28, 2023.
With regard to the current opportunity and risk situation, the company refers to the detailed report on risks and opportunities in the annual report 2022 and the events after the balance sheet date mentioned in this report. Otherwise, there have been no significant changes to the opportunities and risks since the last report.
Since the 2022 reporting, expectations for the current financial year have not changed. ADLER Real Estate expects net rental income for 2023 to fall into the range of EUR 108 to 115 million.
On April 12, 2023, the High Court of Justice of England and Wales approved the restructuring plan under Part 26A of the Companies Act 2006 of AGPS BondCo PLC. With the approval, essential requirements for the implementation of the amendment of the bond terms of AGPS BondCo PLC and the granting of the debt financing by part of the bondholders have been met.
On April 14, 2023, the term of the existing Dalehen of ADLER Real Estate AG to Adler Group S. A. in the amount of EUR 265.0 million was extended until 30 April 2023 by way of an amendment agreement.
On April 24, 2023, the auditing firm Rödl & Partner agreed to accept an appointment as auditor for both the financial statements and the consolidated financial statements of ADLER Real Estate for the 2022 financial year.
On April 27, 2023, Adler Real Estate AG repaid the corporate bond 2018/2023 in the amount of EUR 500.0 million on schedule after Adler Group repaid the loan of EUR 265.0 million early and granted an interest-free loan for the remaining amount.
On April 28, 2023, the Annual General Meeting of Adler Real Estate resolved to squeeze out the minority shareholders in ADLER Real Estate AG in return for cash compensation.
On May 9, ADLER Real Estate announced a repurchase offer and a consent solicitation for EUR 300.0 million of notes due in fiscal year 2024. The repurchase offer for the notes amounts to EUR 940 per EUR 1,000 principal amount plus a EUR 10 acceptance fee and an additional fee of EUR 20 for holders tendering their notes at an early stage.
On 24 May 2023, Brack Capital Properties engaged with a German bank in an agreement, according to which it will extend a loan of approximately EUR 95 million by another three years.
No further events with the potential to significantly influence the earnings, assets and financial position of ADLER occurred between the end of the period under report and the editorial deadline for this report. The company's business performance up to the reporting date confirms the statements made in its report on expected developments.
ADLER generates its income almost exclusively from the management of its existing properties. This is the main focus of its business model.
| In EUR millions | 3M 2023 | 3M 2022 |
|---|---|---|
| Gross rental income | 47.0 | 68.5 |
| – of which net rental income | 28.1 | 41.1 |
| Expenses from property lettings | -19.2 | -36.8 |
| Earnings from property lettings | 27.7 | 31.7 |
| Income from the sale of properties | 23.0 | 656.9 |
| Expenses from the sale of properties | -23.0 | -658.2 |
| Earnings from the sale of properties | -0.0 | -1.3 |
| Personnel expenses | -5.9 | -7.8 |
| Other operating income | 0.4 | 1.9 |
| Other operating expenses | -13.6 | -33.3 |
| Income from fair value adjustments of investment properties | -3.2 | 11.9 |
| Depreciation and amortisation | -1.6 | -3.8 |
| Earnings before interest and taxes (EBIT) | 3.7 | -0.8 |
| Financial result | 7.1 | -37.8 |
| Net income from at-equity valued investment associates | -0.2 | 0.2 |
| Earnings before taxes (EBT) | 10.6 | -38.3 |
| Income taxes | -5.4 | -6.3 |
| Net consolidated result | 5.2 | -44.7 |
In the first quarter of 2023, both gross rental income (EUR 47.0 million) and net rental income (EUR 28.1million) declined significantly compared to the same period of the previous year, because around 14,000 units had been sold in the course of the previous year. A positive effect resulted from the acquisition of a portfolio of 1,400 units from ADLER Group at the half-year stage of 2022 and from an improved operational performance with average contracted rent/square metre/month increasing slightly to EUR 7.09 and the vacancy rate decreasing to 2.0 percent at the end of Q1 2023.
Along with the income, earnings from property lettings were also lower than in the comparable period of the previous year, reaching EUR 27.7 million.
The result from the disposal of real estate was generated by property sales from ADLER's portfolio and BCP's portfolio reported under assets held for sale.
The result from the market valuation of investment properties, which was performed exclusively for contractual sales properties, was negative at EUR 3.2 million in Q1 2023.
Personnel expenses were reported at EUR 5.9 million for the first three months of 2023. This is significantly less than in the previous year, because the number of employees declined in line with the portfolio sales. Other operating expenses decreased compared with the prior-year figure, which was mainly due to real estate transfer tax obligations of EUR 20.4 million incurred in connection with LEG's acquisitions of shares in BCP. of shares in BCP.
After taking into account all non-financial expenses, earnings before interest and taxes (EBIT) for Q1 2023 came to EUR 3.7 million. The financial result reached a plus of EUR 7.1 million . The financial result reached a plus of EUR 7.1 million and was thus better than in the comparable prior-year period. This reflects, among other things, the interest on the loan to the Adler Group.
Earnings before taxes (EBT) came to EUR 10.6 million and, after consideration of income tax expenses, consolidated net profit totalled EUR 5.2 million. and, after consideration of income tax expenses, consolidated net profit totalled EUR 5.2 million.
The funds from operations (FFO) are calculated according to the scheme of the following table.
| In EUR millions | 3M 2023 | 3M 2022 | |
|---|---|---|---|
| Consolidated net profit | 5.2 | -44.7 | |
| of which from continuing operations | 5.2 | -44.7 | |
| + | Financial result | -7.1 | 37.8 |
| + | Income taxes | 5.4 | 6.3 |
| + | Depreciation and amortisation | 1.6 | 3.8 |
| – | Income from measurement of investment properties | -3.2 | 11.9 |
| – | Net income from at-equity-valued investment associates | -0.2 | 0.2 |
| EBITDA IFRS (continuing and discontinued operations) | 8.6 | -8.8 | |
| +/– | Non-recurring and extraordinary items | 10.1 | 30.8 |
| Adjusted EBITA1) | 18.6 | 22.0 | |
| – | Interest expense FFO | 3.4 | 8.5 |
| – | Current income taxes | 2.6 | 1.4 |
| – | Earnings before interest and taxes from the sale of properties, discontinued operations and minority interests |
1.6 | 1.1 |
| FFO I | 11.0 | 11.0 | |
| Number of shares (basic) | 109,416,860 | 109,416,860 | |
| FFO I per share (basic) | 0.10 | 0.10 | |
| Number of shares (diluted) | 109,416,860 | 109,416,860 | |
| FFO I per share (diluted) | 0.10 | 0.10 |
1) Substantial investments are shown in the non-recurring and extraordinary items; the previous year was adjusted.
Non-recurring and extraordinary items are structured as follows:
| Non-recurring and extraordinary items In EUR millions |
3M 2023 | 3M 2022 |
|---|---|---|
| Non-cash income/expenses and one-off payments | 9.6 | 25.6 |
| Costs of acquisition/integration/sale | 0.2 | 0.0 |
| Preservation capex | 0.0 | 5.0 |
| Optimisation of business model, structuring | 0.1 | 0.2 |
| Total of non-recurring and extraordinary items | 10.1 | 30.8 |
The FFO interest charge is derived as follows:
| Interest expense FFO I | ||
|---|---|---|
| In EUR millions | 3M 2023 | 3M 2022 |
| Interest income | 19.8 | 8.4 |
| Interest expenses | -13.3 | -46.2 |
| Impairments on trade and other receivables | 0.6 | 0.0 |
| Total interest income (continued and discontinued operations) | 7.1 | -37.8 |
| Adjustments | ||
| Prepayment compensation and provision costs | 0.0 | 10.8 |
| Effects of measurement of primary financial instruments | 3.0 | 2.4 |
| Other adjustments | -13.5 | 16.1 |
| Interest expenses FFO I | -3.4 | -8.5 |
Calculated this way, FFO for the first three months of 2023 amounted to EUR 11.0 million or EUR 0.10 per share on a diluted as well as on an undiluted basis as no convertibles are outstanding.
| In EUR millions | 31.03.2023 | as percent age of total assets |
31.03.2023 adjusted1) |
as percent age of total assets angepasst1) |
31.12.2022 | as percent age of total assets |
31.12.2022 adjusted1) |
as percent age of total assets angepasst1) |
|---|---|---|---|---|---|---|---|---|
| Non-current assets | 1,939.6 | 47.3 | 3,096.8 | 75.5 | 1,958.6 | 47.5 | 3,110.4 | 75.4 |
| – of which investments properties |
1,847.3 | 45.0 | 2,998.8 | 73.1 | 1,864.4 | 45.2 | 3,010.5 | 72.8 |
| Current assets | 530.6 | 12.9 | 822.3 | 20.0 | 536.0 | 13.0 | 823.4 | 19.9 |
| – of which inventories | 21.9 | 0.5 | 47.4 | 1.2 | 21.9 | 0.5 | 47.4 | 1.1 |
| – of which cash and cash equivalents investments |
104.9 | 2.6 | 314.8 | 7.7 | 119.1 | 2.9 | 329.6 | 8.0 |
| Non-current assets held for sale |
1,633.9 | 39.8 | 185.0 | 4.5 | 1,630.2 | 39.5 | 191.0 | 4.6 |
| Assets | 4,104.1 | 100.0 | 4,104.1 | 100.0 | 4,124.8 | 100.0 | 4,124.8 | 100.0 |
| Equity | 1,636.8 | 39.9 | 1,636.8 | 39.9 | 1,643.5 | 39.8 | 1,643.5 | 40.1 |
| – of which capital stock | 109.4 | 2.7 | 109.4 | 2.7 | 109.4 | 2.7 | 109.4 | 2.6 |
| – of which capital reserve |
738.3 | 18.0 | 738.3 | 18.0 | 750.2 | 18.2 | 750.2 | 18.1 |
| – of which net retained profit |
481.1 | 11.7 | 481.1 | 11.7 | 478.8 | 11.6 | 478.8 | 11.8 |
| – of which non-controlling interests |
307.9 | 7.5 | 307.9 | 7.5 | 305.1 | 7.4 | 305.1 | 7.5 |
| Non-current liabilities | 749.6 | 18.3 | 1,114.5 | 27.2 | 1,050.2 | 25.5 | 1,475.9 | 35.6 |
| – of which liabilities from bonds |
296.3 | 7.2 | 393.3 | 9.6 | 594.6 | 14.4 | 695.8 | 16.8 |
| – of which financial liabilities to banks |
334.4 | 8.1 | 494.4 | 12.0 | 337.4 | 8.2 | 549.8 | 13.3 |
| Current liabilities | 1,029.8 | 25.1 | 1,293.3 | 31.5 | 735.6 | 17.8 | 938.5 | 22.6 |
| – of which liabilities from bonds |
816.8 | 19.9 | 879.4 | 21.4 | 517.4 | 12.5 | 582.4 | 14.0 |
| – of which financial liabilities to banks |
70.5 | 1.7 | 222.7 | 5.4 | 68.6 | 1.7 | 549.8 | 4.1 |
| Liabilities held for sale | 687.9 | 16.8 | 59.5 | 1.4 | 695.6 | 16.9 | 66.8 | 1.6 |
| Equity and liabilities | 4,104.1 | 100.0 | 4,104.1 | 100.0 | 4,124.8 | 100.0 | 4,124.8 | 100.0 |
1) Pro forma consolidated balance sheet in which the BCP subgroup is not considered a disposal group according to IFRS 5
The balance sheet position of non-current assets held for sale comprises all assets which are intended to be sold in foreseeable time. Assets of group company BCP are contained herein. At the same time, a pro-forma balance sheet shows how the individual balance sheet items will appear if BCP is not considered a disposal group according to IFRS.
As at the reporting date of 31 March 2023, ADLER had net assets totalling EUR 4,104.1 million, 0.50.5 percent less than at the end of the previous year (EUR 4,124.8 million).
The value of investment properties was reported to be EUR 1,847.3 million (EUR 2,998.8 million in adjusted calculation) at end of March 2023 and thus stayed practically unchanged since the beginning of the year.
Current assets amounted to EUR 530.6 million (EUR 822.2 million adjusted) as at the balance sheet date and likewise showed only minor changes as compared to the beginning of the year.
Non-current assets held for sale amounted to EUR 1,633.9 million and mainly include the properties of BCP and other assets for which sale and purchase agreements have already been notarized.
Shareholders' equity amounted to EUR 1,636.8 million at the end of March 2023 resuting in an equity ratio of 39.9 percent.
Non-current liabilities decreased considerably in the course of the first quarter 2023 to EUR 749.6 million as bonds amounting to EUR 300,0 million were reclassified to current liabilities.
Correspondingly, current liabilities increased consideraly to EUR 1,029.8 million.
Liabilities held for sale amounted to EUR 687.9 million as at 31 March 2023.
EPRA has introduced a new key figure in 2022, the EPRA loan-to-value ratio. This EPRA LTV replaces the LTV previously used by ADLER Real Estate and is reported for the first time in this 2022 Annual Report. The EPRA LTV shows the relationship between the net debt and the total property value of a real estate company as shown in the following tables. EPRA LTV was 50.3 percent at the end of March 2023 after 50.2 percent at the end of last year.
| In EUR millions | Group loan-to value |
Non-controlling interests2) |
Total 31.03.2023 |
|---|---|---|---|
| Borrowings from financial institutions | 405 | 0 | 405 |
| Commercial paper | 0 | 0 | 0 |
| Hybrids | 0 | 0 | 0 |
| Bond loans | 1,113 | 0 | 1,113 |
| Foreign currency derivatives | 0 | 0 | 0 |
| Net payables | 377 | -310 | 67 |
| Owner-occupied property (debt) | 0 | 0 | 0 |
| Current accounts (equity characteristics) | 0 | 0 | 0 |
| Cash and cash equivalents | -105 | 0 | -105 |
| Net financial liabilities | 1,790 | -310 | 1,480 |
| Owner-occupied property | 0 | 0 | 0 |
| Investment properties at fair value | 1,847 | 0 | 1,847 |
| Properties held for sale1) | 1,656 | -584 | 1,073 |
| Properties under development | 0 | 0 | 0 |
| Intangibles | 0 | 0 | 0 |
| Net receivables | 0 | 0 | 0 |
| Financial assets | 23 | 0 | 23 |
| Total property value | 3,526 | -584 | 2,942 |
| EPRA loan-to-value | 50.8% | 53.1% | 50.3% |
1) Considers inventories at fair value amounted to EUR 22 million as well as non-current assets held for sale.
2) Considers the interest of minority shareholders in ADLER's subsidiary Brack Capital Properties N.V. ("BCP").
| In EUR millions | Group loan-to value |
Non-controlling interests2) |
Total 31.12.2022 |
|---|---|---|---|
| Borrowings from financial institutions | 406 | 0 | 406 |
| Commercial paper | 0 | 0 | 0 |
| Hybrids | 0 | 0 | 0 |
| Bond loans | 1,112 | 0 | 1,112 |
| Foreign currency derivatives | 0 | 0 | 0 |
| Net payables | 400 | -313 | 67 |
| Owner-occupied property (debt) | 0 | 0 | 0 |
| Current accounts (equity characteristics) | 0 | 0 | 0 |
| Cash and cash equivalents | -119 | 0 | -119 |
| Net financial liabilities | 1,799 | -313 | 1,486 |
| Owner-occupied property | 0 | 0 | 0 |
| Investment properties at fair value | 1,864 | 0 | 1,864 |
| Properties held for sale1) | 1,655 | -584 | 1,070 |
| Properties under development | 0 | 0 | 0 |
| Intangibles | 0 | 0 | 0 |
| Net receivables | 0 | 0 | 0 |
| Financial assets | 23 | 0 | 23 |
| Total property value | 3,543 | -585 | 2,957 |
| EPRA loan-to-value | 50.8% | 53.5% | 50.2% |
1) Considers inventories at fair value amounted to EUR 22 million as well as non-current assets held for sale. 2) Considers the interest of minority shareholders in ADLER's subsidiary Brack Capital Properties N.V. ("BCP").
| In EUR millions | 31.03.2023 | 31.12.2022 |
|---|---|---|
| Investments in associated companies | -2 | -3 |
| Other non-current assets | -50 | -49 |
| Trade receivables | -45 | -34 |
| Short term loans given IC | -278 | -282 |
| Income tax claims | -7 | -7 |
| Other current assets | -74 | -72 |
| (excl. Derivatives) | 1 | 1 |
| Pension reserves | 1 | 1 |
| Other provisions | 0 | 0 |
| Other non-current liabilities | 5 | 5 |
| (excl. Leasing) | -3 | -4 |
| (excl. Derivatives) | 0 | 0 |
| Income tax liabilities | 94 | 95 |
| Trade payables | 37 | 34 |
| Other current liabilities | 11 | 21 |
| (excl. Leasing) | -1 | -1 |
| Liabilities held for sale | 688 | 696 |
| Net amount | 377 | 400 |
The average cost of debt for all the ADLER Group's liabilities (WACD = weighted average cost of debt) stood at 2.3 percent as at 31 March 2023 (31 December 2022: 2.2 percent).
The net reinstatement value (EPRA NRV), adjusted for goodwill and fully diluted, which is calculated in accordance with the guidelines issued by the European Public Real Estate Association (EPRA), reached EUR 1,576.6 (EUR 1,757.5 million in adjusted calculation) as at 31 March 2023. It thus slightly decreased compared with the figure at the end of 2022 (EUR 1,590.2 million or EUR 1,776.2 million adjusted).
Based on the total number of existing shares in circulation at the balance sheet date, diluted and adjusted EPRA NRV per share amounted to EUR 14.41 adjusted) as at 31 March 2023 (31 December 2022: EUR 14.53 or EUR 16.23 adjusted).
| In EUR millions | 31.03.2023 | 31.03.2023 adjusted1) |
31.12.2022 | 31.12.2022 adjusted1) |
|---|---|---|---|---|
| Equity | 1,636.8 | 1,636.8 | 1,643.5 | 1,643.5 |
| Non-controlling interests | -307.9 | -307.9 | -305.1 | -305.1 |
| Equity attributable to ADLER shareholders | 1,328.9 | 1,328.9 | 1,338.4 | 1,338.4 |
| Deferred tax liabilities on investment properties | 142.1 | 249.2 | 145.4 | 255.9 |
| Diff. between fair values and carrying amounts of inventory properties |
0.0 | 0.4 | 0.0 | 2.7 |
| RETT on investment properties | 105.4 | 178.8 | 106.8 | 179.5 |
| Fair value of derivative financial instruments | 0.2 | 0.2 | -0.7 | -0.5 |
| Deferred taxes for derivative financial instruments |
-0.1 | -0.1 | 0.2 | 0.1 |
| EPRA NRV (diluted) | 1,576.6 | 1,757.5 | 1,590.2 | 1,776.2 |
| Adjusted EPRA NRV (diluted) | 1,576.6 | 1,757.5 | 1,590.2 | 1,776.2 |
| Number of shares, diluted | 109,416,860 | 109,416,860 | 109,416,860 | 109,416,860 |
| EPRA NRV per share (diluted) in EUR | 14.41 | 16.06 | 14.53 | 16.23 |
| Adjusted EPRA NRV per share (diluted) in EUR |
14.41 | 16.06 | 14.53 | 16.23 |
1) Based on a pro forma consolidated balance sheet in which the BCP subgroup is not considered a disposal group in accordance with IFRS 5
| In EUR millions | 3M 2023 | 3M 2022 |
|---|---|---|
| Cash flow from operating activities | 1.7 | -23.3 |
| Cash flow from investing activities | 6.7 | 646.5 |
| Cash flow from financing activities | -22.9 | -194.1 |
| Non-cash effective change in cash and cash equivalents from impairment losses | -0.3 | -1.5 |
| Changes in cash and cash equivalents in connection with non-current assets and disposal groups held for sale |
0.5 | -154.6 |
| Cash and cash equivalents at beginning of period | 119.1 | 296.8 |
| Cash and cash equivalents at end of period | 104.9 | 569.8 |
In the first quarter of 2023, operating activities resulted in a cash inflow amounting to EUR 1.7 million.
Investing activities resulted in a cash inflow of EUR 6.7 million in the reporting period.
The cash outflow from financing activities amounted to EUR 22.9 million in Q1 2023.
As at 31 March 2023, the ADLER Group had cash and cash equivalents of EUR 104.9 million (31 December 2021: EUR 569.8 million).
The Group was at all times able to meet its payment obligations.
The Group's business performance and situation are assessed positively: The demand for housing remains high. The losses of the past year are mainly due to non-cash revaluation effects or value adjustments. The balance sheet structure is solid and financing is secured for the long term after the restructuring plan of Adler Group was approved.
(IFRS) as at 31 March 2023
| In EUR ´000 | 31.03.2023 | 31.12.2022 |
|---|---|---|
| Assets | 4,104,083 | 4,124,816 |
| Non-current assets | 1,939,551 | 1,958,637 |
| Goodwill | 0 | 0 |
| Intangible assets | 78 | 101 |
| Property, plant and equipment | 12,818 | 13,070 |
| Investment properties | 1,847,250 | 1,864,442 |
| Investments in associated companies | 2,287 | 3,465 |
| Other financial investments | 22,528 | 23,402 |
| Other non-current assets | 49,561 | 49,128 |
| Deferred tax assets | 5,028 | 5,028 |
| Current assets | 530,603 | 535,991 |
| Inventories | 21,870 | 21,870 |
| Trade receivables | 44,969 | 34,349 |
| Receivables from affiliated companies | 277,593 | 281,863 |
| Income tax receivables | 7,371 | 7,109 |
| Other current assets | 73,937 | 71,718 |
| Cash and cash equivalents | 104,863 | 119,082 |
| Non-current assets held for sale | 1,633,929 | 1,630,188 |
| In EUR ´000 | 31.03.2023 | 31.12.2022 |
|---|---|---|
| Equity and liabilities | 4,104,083 | 4,124,816 |
| Shareholders' equity | 1,636,814 | 1,643,482 |
| Capital stock | 109,417 | 109,417 |
| Treasury shares | 0 | 0 |
| 109,417 | 109,417 | |
| Capital reserve | 783,332 | 783,332 |
| Retained earnings | -445 | -445 |
| Other reserves | -44,551 | -32,640 |
| Net retained profit | 481,132 | 478,734 |
| Equity attributable to owners of the parent company | 1,328,885 | 1,338,397 |
| Non-controlling interests | 307,929 | 305,085 |
| Non-current liabilities | 749,586 | 1,050,152 |
| Pension provisions | 640 | 641 |
| Deferred tax liabilities | 112,867 | 112,050 |
| Other provisions | 46 | 46 |
| Liabilities from bonds | 296,320 | 594,624 |
| Financial liabilities to banks | 334,388 | 337,355 |
| Other non-current liabilities | 5,325 | 5,436 |
| Current liabilities | 1,029,765 | 735,550 |
| Other provisions | 0 | 0 |
| Income tax liabilities | 93,766 | 94,965 |
| Liabilities from bonds | 816,764 | 517,353 |
| Financial liabilities to banks | 70,527 | 68,598 |
| Trade payables | 37,444 | 34,032 |
| Other current liabilities | 11,263 | 20,601 |
| Liabilities held for sale | 687,918 | 695,632 |
(IFRS) for the period from 1 January to 31 March 2023
| In EUR '000 | 3M 2023 | 3M 2022 |
|---|---|---|
| Gross rental income | 46,963 | 68,532 |
| Expenses from property lettings | -19,221 | -36,787 |
| Earnings from property lettings | 27,742 | 31,745 |
| Income from the sale of properties | 23,000 | 656,935 |
| Expenses from the sale of properties | -23,015 | -658,228 |
| Earnings from the sale of properties | -16 | -1,293 |
| Personnel expenses | -5,893 | -7,827 |
| Other operating income | 366 | 1,863 |
| Other operating expenses | -13,626 | -33,291 |
| Income from fair value adjustments of investment properties | -3,208 | 11,857 |
| Depreciation and amortisation | -1,642 | -3,805 |
| Earnings before interest and tax (EBIT) | 3,724 | -751 |
| Financial income | 19,816 | 8,361 |
| Financial costs | -13,256 | -46,138 |
| Impairments on trade and other receivables | 580 | 0.0 |
| Net income from at-equity-valued investment associates | -229 | 186 |
| Earnings before tax (EBT) | 10,635 | -38,341 |
| Income taxes | -5,393 | -6,314 |
| Consolidated net profit | 5,242 | -44,656 |
| Actuarial gains/losses before taxes | 0 | 0 |
| Deferred taxes on actuarial gains/losses | 0 | 0 |
| OCI gains/losses not reclassifiable into profit or loss | 0 | 0 |
| Gains/losses from currency translation | -11,039 | -206 |
| Change in value of financial assets measured at fair value | -872 | -1,999 |
| OCI gains/losses reclassifiable into profit or loss | -11,911 | -2,205 |
| Other comprehensive income | -11,911 | -2,205 |
| Total comprehensive income | -6,669 | -46,861 |
/// CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| In EUR '000 | 3M 2023 | 3M 2022 |
|---|---|---|
| Consolidated net profit attributable to: | ||
| Owners of the parent company | 2,399 | -38,787 |
| Non-controlling interests | 2,843 | -5,868 |
| Total comprehensive income attributable to: | ||
| Owners of the parent company | -9,512 | -40,992 |
| Non-controlling interests | 2,843 | -5,868 |
| Earnings per share, basic in EUR (consolidated net profit) | 0.02 | -0.35 |
| Earnings per share, diluted in EUR (consolidated net profit) | 0.02 | -0.35 |
(IFRS) for the period from 1 January to 31 March 2023
| In EUR '000 | 3M 2023 | 3M 2022 | |
|---|---|---|---|
| Earnings before interest and taxes (EBIT) – continuing and discontinued operations | 3,724 | -751 | |
| + | Depreciation and amortisation | 1,642 | 3,805 |
| –/+ | Net income from at-equity valued investment associates | 0 | 1 |
| –/+ | Net income from fair value adjustments of investment properties | 3,208 | -11,857 |
| –/+ | Non-cash income/expenses | 4,600 | 35,352 |
| –/+ | Changes in provisions and accrued liabilities | -1 | -149 |
| –/+ | Increase/decrease in inventories, trade receivables and other assets not attributable to investment or financing activities |
15,285 | -29,299 |
| –/+ | Decrease/increase in trade payables and other liabilities not attributable to investment or financing activities |
-22,077 | -10,796 |
| +/– | Tax payments | -4,649 | -10,294 |
| = | Operating cash flow before dis-/reinvestment into the trading portfolio | 1,732 | -23,988 |
| –/+ | Increase/decrease in inventories (commercial properties) | -1 | 658 |
| = | Net cash flow from operating activities | 1,731 | -23,330 |
| – | Acquisition of subsidiaries, net of cash acquired | 0 | 0 |
| + | Disposal of subsidiaries, net of cash disposed | 0 | 0 |
| + | Advance payments received for land held for sale from non-current assets | 300 | 0 |
| – | Purchase of investment properties | -5,880 | -12,962 |
| + | Disposal of investment properties | 12,810 | 655,560 |
| – | Purchase of property, plant and equipment and intangible assets | -416 | |
| + | Disposal of property, plant and equipment and intangible assets | 0 | 175 |
| – | Payments into short-term deposits | -361 | 0 |
| + | Proceeds from short-term deposits | 0 | 4,103 |
| + | Proceeds from disinvestment of financial assets | 0 | 0 |
| – | Investments in financial assets | 0 | 0 |
| – | Tax payments | 0 | 0 |
| – | Payments from issuance of loans to associated companies | 0 | 0 |
| = | Net cash flows from investing activities | 6,702 | 646,460 |
| 3M 2023 | 3M 2022 |
|---|---|
| 0 | 0 |
| 0 | 0 |
| 0 | 162,518 |
| 0 | 0 |
| -11,592 | -11,940 |
| 0 | 9,971 |
| -11,029 | -354,212 |
| -250 | -403 |
| -36 | -45 |
| 0 | 0 |
| 0 | 0 |
| -22,907 | -194,111 |
| 119,082 | 296,807 |
| -253 | -1,464 |
| 0 | 0 |
| -154,579 | |
| -23,330 | |
| 646,460 | |
| -194,111 | |
| 104,863 | 569,783 |
| 508 1,731 6,702 -22,907 |
(IFRS) for the period from 1 January to 31 March 2023
| In EUR '000 | Capital stock |
Capital reserves |
|---|---|---|
| As at 1 January 2022 | 109,417 | 783,332 |
| Consolidated net profit | 0 | 0 |
| Other comprehensive income (OCI) – reclassifiable | 0 | 0 |
| Other comprehensive income (OCI) – non-reclassifiable | 0 | 0 |
| Sum of Other comprehensive income (OCI) | 0 | 0 |
| Increase/decrease in shareholding with no change in status | 0 | 0 |
| Change in scope of consolidation | 0 | 0 |
| Capital increase in kind | 0 | 0 |
| As at 31 March 2022 | 109,417 | 783,333 |
| As at 1 January 2023 | 109,417 | 783,332 |
| Consolidated net profit | 0 | 0 |
| Other comprehensive income (OCI) – reclassifiable | 0 | 0 |
| Other comprehensive income (OCI) – non-reclassifiable | 0 | 0 |
| Sum of Other comprehensive income (OCI) | 0 | 0 |
| Increase/decrease in shareholding with no change in status | 0 | 0 |
| Change in scope of consolidation | 0 | 0 |
| Capital increase in kind | 0 | 0 |
| As at 30 December 2022 | 109,417 | 783,332 |
| Non Total equity |
controlling inerests |
Equity attributable to the owners of the parent company |
Net retained profit |
Other Reserves | Retained earnings |
|---|---|---|---|---|---|
| 2,144,018 | 431,741 | 1,712,277 | 830,263 | -9,860 | -875 |
| -44,656 | -5,868 | -38,788 | -38,788 | 0 | 0 |
| 0 -2,205 |
-2,205 | 0 | -2,205 | 0 | |
| 0 | 0 | 0 | 0 | 0 | |
| 0 -2,205 |
-2,205 | 0 | -2,005 | 0 | |
| 0 | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | |
| 2,097,157 | 425,873 | 1,671,284 | 791,475 | -12,065 | -875 |
| 1,643,483 | 305,085 | 1,338,397 | 478,734 | -32,640 | -446 |
| 2,844 5,242 |
2,399 | 2,399 | 0 | 0 | |
| 0 -11,911 |
-11,911 | 0 | -11,911 | 0 | |
| 0 | 0 | 0 | 0 | ||
| 0 -11,911 |
-11,911 | 0 | -11,911 | 0 | |
| 0 | 0 | 0 | 0 | ||
| 0 | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | |
| 1,636,814 | 307,929 | 1,328,885 | 481,132 | -44,551 | -446 |
"We hereby affirm to the best of our knowledge, pursuant to the applicable accounting principles for interim financial reporting, that these interim consolidated financial statements convey a true and fair view of the Group's financial, earnings and liquidity position, that the course of business, including the results of operations and the position of the Group, is represented in the interim consolidated management report in such a manner as to convey a true and fair view and that all essential opportunities and risks foreseeable for the Group in the remainder of the financial year are described."
Berlin, 25 May 2023
Thierry Beaudemoulin Sven-Christian Frank CEO/COOCLO
This report contains future-oriented statements that reflect the current management's views of ADLER Real Estate AG regarding future events. Every statement in this report that reflects intentions, assumptions, expectations or predictions, as well as the assumptions on which they are based, constitutes such a future-oriented statement. These statements are based on plans, estimates and forecasts currently available to the management of ADLER Real Estate AG. Therefore, they only apply to the day on which they are made. By their nature, future-oriented statements are subject to risks and uncertainty factors, and the actual developments can deviate considerably from the future-oriented statements or the events implicitly expressed in them. ADLER Real Estate AG is not obligated, nor does it intend, to update such statements in view of new information or future events.
| Supervisory Board | ||||||
|---|---|---|---|---|---|---|
| Martin Billhardt | Chairman of the Supervisory Board | |||||
| Thilo Schmid | Vice Chairman of the Supervisory Board | |||||
| Thomas Zinnöcker | Member of the Supervisory Board | |||||
| Management Board | ||||||
| Thierry Beaudemoulin | Member of the Management Board (CEO and COO) | |||||
| Sven-Christian Frank | Member of the Management Board (CLO) | |||||
| Company Facts | ||||||
| Legal domicile | Berlin Charlottenburg, Berlin HRB 180360 B | |||||
| Address | ADLER Real Estate Aktiengesellschaft Am Karlsbad 11 10789 Berlin Phone: +49 30 39 80 18 – 10 Email: [email protected] |
|||||
| Website | www.adler-ag.com | |||||
| Investor Relations | Gundolf Moritz Email: [email protected] |
|||||
| Public Relations | Dr Rolf-Dieter Grass Email: [email protected] |
|||||
| Identification | WKN 500 800 ISIN DE0005008007 Ticker symbol ADL Reuters ADLG.DE |
|||||
| Designated sponsors | Baader Bank AG | |||||
| Stock exchanges | Xetra, Frankfurt am Main | |||||
| Indices | CDAX, GPR General Index, DIMAX | |||||
| Financial year | Calendar year |
Registered Office Location: Am Karlsbad 11 10789 Berlin Phone: +49 (30) 398 018 10 Email: [email protected]
www.adler-ag.com
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